<PAGE>


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 2000
                                                           REGISTRATION NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           BREAKAWAY SOULUTIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                             04-3285165
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

50 ROWES WHARF BOSTON, MASSACHUSETTS                      02110
(Address of Principal Executive Offices)                  (Zip Code)


                            1998 STOCK PLAN
                            1999 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                  GORDON BROOKS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            BREAKAWAY SOLUTIONS, INC.
                                 50 ROWES WHARF
                           BOSTON, MASSACHUSETTS 02110

                     (Name and Address of Agent for Service)

                                 (617) 960-3400

          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                                                         Proposed
       Title of                       Proposed Maximum    Maximum
      Securities         Amount           Offering       Aggregate       Amount of
        to be             to be             Price         Offering     Registration
      Registered       Registered         Per Share        Price            Fee
---------------------------------------------------------------------------------------
 <S>                 <C>              <C>            <C>                 <C>
    Common Stock,     25,440,330(1)      $20.38(2)   $518,473,925.40(2)   $136,877.12
 $0.000125 par value
---------------------------------------------------------------------------------------
</TABLE>

(1)  Consists of 15,840,330 shares issuable under the 1998 Stock Incentive
     Plan and 9,600,000 shares issuable under the 1999 Stock Incentive plan.

(2)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low sale prices of the Common Stock
     on the Nasdaq National Market on April 17, 2000 in accordance with Rules
     457(o) and 457(h) under the securities Act of 1933, as amended.


<PAGE>


PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Registrant's 1998 Stock Plan and 1999 Stock
Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

                  (1) The Registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Exchange Act, or the latest
                  prospectus filed pursuant to Rule 424(b) of the Securities Act
                  of 1933, as amended (the "Securities Act"), that contains
                  audited financial statements for the Registrant's latest
                  fiscal year for which such statements have been filed.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
                  of the Exchange Act since the end of the fiscal year covered
                  by the document referred to in (1) above.

                  (3) The description of the common stock of the Registrant,
                  $0.000125 par value per share (the "Common Stock"), contained
                  in a registration statement filed under the Exchange Act,
                  including any amendment or report filed for the purpose of
                  updating such description.

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


         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


                                      II-2


<PAGE>


         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock being offered hereby will be passed
upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts. An
investment partnership comprised of partners and senior executives of Hale
and Dorr LLP owns 15,390 shares of the Common Stock.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Article SEVENTH of the Registrant's amended and restated
certificate of incorporation provides that no director of the Registrant shall
be personally liable for any monetary damages for any breach of fiduciary duty
as a director, except to the extent that the Delaware General Corporation Law
prohibits the elimination or limitation of liability of directors for breach of
fiduciary duty.

         Article EIGHTH of the Registrant's amended and restated certificate of
incorporation provides that a director or officer of the Registrant:

         (a) shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection with any litigation or other legal proceeding (other than
an action by or in the right of the Registrant) brought against him by virtue of
his position as a director or officer of the Registrant if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and

         (b) shall be indemnified by the Registrant against all expenses
(including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought against
him by virtue of his position as a director or officer of the Registrant if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless a court determines that, despite
such adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses.

         Notwithstanding the foregoing, to the extent that a director or officer
has been successful, on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, he is required to be indemnified
by the Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
request, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

         Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted


                                      II-3


<PAGE>


to petition the court to make an independent determination as to whether such
person is entitled to indemnification. As a condition precedent to the right of
indemnification, the director or officer must give the Registrant notice of the
action for which indemnity is sought and the Registrant has the right to
participate in such action or assume the defense thereof.

         Article EIGHTH of the Registrant's amended and restated certificate of
incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is, or is threatened to be,
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

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

         ITEM 9.  UNDERTAKINGS.

         1.       The 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;
                           and


                                      II-4


<PAGE>


                           (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 (i) and (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 with or furnished to the Commission 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.

         2. 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 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.

         3. 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 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.


                                      II-5


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on this 21st day of April, 2000.



                            BREAKAWAY SOLUTIONS, INC.


                                    By:   /s/ Kevin Comerford
                                          ---------------------------------
                                          KEVIN COMERFORD
                                          VICE PRESIDENT, ADMINISTRATION, CHIEF
                                          FINANCIAL OFFICER, TREASURER AND
                                          SECRETARY


                        POWER OF ATTORNEY AND SIGNATURES

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

         Pursuant to the requirements of the Securities Act, 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/ Gordon Brooks                President Chief Executive Officer and       April 21, 2000
----------------------------     Director (Principal Executive Officer)
Gordon Brooks


/s/ Kevin Comerford              Vice President Administration, Chief        April 21, 2000
----------------------------     Financial Officer, Treasurer and
Kevin Comerford                  Secretary (Principal Financial Officer
                                 and Principal Accounting Officer)


/s/ Christopher H. Greendale
-----------------------------    Chairman of the Board of Directors          April 21, 2000
Christopher H. Greendale


/s/ Frank Selldorf
-----------------------------    Director                                    April 21, 2000
Frank Selldorf


/s/ Walter W. Buckley
-----------------------------    Director                                    April 21, 2000
Walter W. Buckley
</TABLE>




                                      II-6


<PAGE>


                                  EXHIBIT INDEX


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

4.1 (1)  Third Amended and Restated Certificate of Incorporation of the
         Registrant.

4.2 (1)  Amended and Restated By-Laws of the Registrant.

4.3 (1)  Specimen certificate for shares of the Registrant's common stock.

5.1      Opinion of Hale and Dorr LLP.

23.1     Consent of Hale and Dorr LLP (included in Exhibit 5.1).

23.2     Consent of KPMG LLP.

24.1     Power of Attorney (contained on the signature page hereto).










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

(1)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1, as amended (File No.333-83343).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19602}]
{"company-data": {"conformed-name": "BREAKAWAY SOLUTIONS INC", "cik": "0001076643", "assigned-sic": "7389", "irs-number": "043285165", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35410", "film-number": "606759"}, "business-address": {"street1": "50 ROWES WHARF 6TH FL", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6179603400"}, "mail-address": {"street1": "50 ROWES WHARF", "street2": "6TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02110"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 2000
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           BREAKAWAY SOULUTIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                             04-3285165
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

50 ROWES WHARF BOSTON, MASSACHUSETTS                      02110
(Address of Principal Executive Offices)                  (Zip Code)

                            1998 STOCK PLAN
                            1999 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                  GORDON BROOKS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            BREAKAWAY SOLUTIONS, INC.
                                 50 ROWES WHARF
                           BOSTON, MASSACHUSETTS 02110

                     (Name and Address of Agent for Service)

                                 (617) 960-3400

          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
                                                         Proposed
       Title of                       Proposed Maximum    Maximum
      Securities         Amount           Offering       Aggregate       Amount of
        to be             to be             Price         Offering     Registration
      Registered       Registered         Per Share        Price            Fee
---------------------------------------------------------------------------------------
Common Stock,     25,440,330(1)      $20.38(2)   $518,473,925.40(2)   $136,877.12
 $0.000125 par value
---------------------------------------------------------------------------------------
(1)  Consists of 15,840,330 shares issuable under the 1998 Stock Incentive
     Plan and 9,600,000 shares issuable under the 1999 Stock Incentive plan.

(2)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low sale prices of the Common Stock
     on the Nasdaq National Market on April 17, 2000 in accordance with Rules
     457(o) and 457(h) under the securities Act of 1933, as amended.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Registrant's 1998 Stock Plan and 1999 Stock
Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

                  (1) The Registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Exchange Act, or the latest
                  prospectus filed pursuant to Rule 424(b) of the Securities Act
                  of 1933, as amended (the "Securities Act"), that contains
                  audited financial statements for the Registrant's latest
                  fiscal year for which such statements have been filed.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
                  of the Exchange Act since the end of the fiscal year covered
                  by the document referred to in (1) above.

                  (3) The description of the common stock of the Registrant,
                  $0.000125 par value per share (the "Common Stock"), contained
                  in a registration statement filed under the Exchange Act,
                  including any amendment or report filed for the purpose of
                  updating such description.

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

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                      II-2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock being offered hereby will be passed
upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts. An
investment partnership comprised of partners and senior executives of Hale
and Dorr LLP owns 15,390 shares of the Common Stock.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Article SEVENTH of the Registrant's amended and restated
certificate of incorporation provides that no director of the Registrant shall
be personally liable for any monetary damages for any breach of fiduciary duty
as a director, except to the extent that the Delaware General Corporation Law
prohibits the elimination or limitation of liability of directors for breach of
fiduciary duty.

         Article EIGHTH of the Registrant's amended and restated certificate of
incorporation provides that a director or officer of the Registrant:

         (a) shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection with any litigation or other legal proceeding (other than
an action by or in the right of the Registrant) brought against him by virtue of
his position as a director or officer of the Registrant if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and

         (b) shall be indemnified by the Registrant against all expenses
(including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought against
him by virtue of his position as a director or officer of the Registrant if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless a court determines that, despite
such adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses.

         Notwithstanding the foregoing, to the extent that a director or officer
has been successful, on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, he is required to be indemnified
by the Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
request, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

         Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted

                                      II-3
to petition the court to make an independent determination as to whether such
person is entitled to indemnification. As a condition precedent to the right of
indemnification, the director or officer must give the Registrant notice of the
action for which indemnity is sought and the Registrant has the right to
participate in such action or assume the defense thereof.

         Article EIGHTH of the Registrant's amended and restated certificate of
incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is, or is threatened to be,
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

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

         ITEM 9.  UNDERTAKINGS.

         1.       The 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;
                           and

                                      II-4
(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 (i) and (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 with or furnished to the Commission 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.

         2. 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 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.

         3. 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 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.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on this 21st day of April, 2000.

                            BREAKAWAY SOLUTIONS, INC.

                                    By:   /s/ Kevin Comerford
                                          ---------------------------------
                                          KEVIN COMERFORD
                                          VICE PRESIDENT, ADMINISTRATION, CHIEF
                                          FINANCIAL OFFICER, TREASURER AND
                                          SECRETARY

                        POWER OF ATTORNEY AND SIGNATURES

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

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                          Title                             Date
/s/ Gordon Brooks                President Chief Executive Officer and       April 21, 2000
----------------------------     Director (Principal Executive Officer)
Gordon Brooks

/s/ Kevin Comerford              Vice President Administration, Chief        April 21, 2000
----------------------------     Financial Officer, Treasurer and
Kevin Comerford                  Secretary (Principal Financial Officer
                                 and Principal Accounting Officer)

/s/ Christopher H. Greendale
-----------------------------    Chairman of the Board of Directors          April 21, 2000
Christopher H. Greendale

/s/ Frank Selldorf
-----------------------------    Director                                    April 21, 2000
Frank Selldorf

/s/ Walter W. Buckley
-----------------------------    Director                                    April 21, 2000
Walter W. Buckley
II-6
EXHIBIT INDEX

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

4.1 (1)  Third Amended and Restated Certificate of Incorporation of the
         Registrant.

4.2 (1)  Amended and Restated By-Laws of the Registrant.

4.3 (1)  Specimen certificate for shares of the Registrant's common stock.

5.1      Opinion of Hale and Dorr LLP.

23.1     Consent of Hale and Dorr LLP (included in Exhibit 5.1).

23.2     Consent of KPMG LLP.

24.1     Power of Attorney (contained on the signature page hereto).

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(1)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1, as amended (File No.333-83343).