As filed with the Securities and Exchange Commission on May 28, 1999
                                                        Registration No.  333-
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                    -----------------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                    -----------------------------------
                             theglobe.com, inc.
           (Exact name of registrant as specified in its charter)
         Delaware                                               14-1781422
     (State or other                                         (I.R.S. Employer
    jurisdiction of                                      Identification Number)
     incorporation or
      organization)
                            31 West 21st Street
                          New York, New York 10010
                          (Address of registrant's
                        principal executive offices)

                 theglobe.com, inc. 1998 STOCK OPTION PLAN
                ATTITUDE NETWORK LTD. 1996 STOCK OPTION PLAN
                         (Full title of the plans)
       CERTAIN SHARES WHICH MAY BE ISSUED TO KIM BROWN, DAVID C. RAE
 AND DAVID STANWORTH PURSUANT TO STOCK OPTION AGREEMENTS DATED APRIL 15, 1999

                             Todd V. Krizelman
                            Stephan J. Paternot
                             theglobe.com, inc.
                            31 West 21st Street
                          New York, New York 10010
                               (212) 886-0800
         (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
============================================================================================
                                             Proposed         Proposed
    Title of Securities       Amount to      Maximum          Maximum            Amount of
   to be Registered (1)         be           Offering        Aggregate         Registration
                            Registered      Price Per         Offering              Fee
                                (2)           Share            Price
--------------------------------------------------------------------------------------------
<S>                           <C>         <C>              <C>                 <C>
Common Stock, par value        120,000    $33.8125 (3)     $905,605.50 (3)     $  267.15
$.001 per share                shares
--------------------------------------------------------------------------------------------
Common Stock, par value        84,760     $10.68435 (5)    $  4,057.500 (5)    $1,196.96
$.001 per share               shares (4)
============================================================================================
Total Registration fee                                                         $1,464.11
============================================================================================

<FN>
(1)  The Registrant's  common stock, par value $.001 per share (the "Common
     Stock"),  referred to herein includes  Preferred Stock Purchase Rights
     (the  "Rights").  The  Rights  will be  associated  and trade with the
     Common  Stock.  The value,  if any, of the Rights will be reflected in
     the market price of the Common Stock.

(2)  Plus such additional  number of shares as may be required in the event
     of a stock dividend,  stock split,  recapitalization  or other similar
     event in accordance  with Rule 416 of the  Securities  Act of 1933, as
     amended (the "Securities Act").

(3)  Pursuant  to Rule  457(h)  of the  Securities  Act,  the  amounts  are
     calculated  based  upon  the  maximum  price at  which  stock  options
     covering the registered shares of Common Stock may be exercised.

(4)  Represents  the number of shares of Common  Stock,  adjusted for the 2
     for 1 stock split of the Registrant, reserved for issuance as a result
     of the  conversion  of options to purchase  stock of Attitude  Network
     Ltd.  into options to purchase  Common Stock  pursuant to an Agreement
     and Plan of Merger,  dated as of April 5, 1999, between  theglobe.com,
     inc., Attitude Network Ltd. and certain shareholders thereof and Bucky
     Acquisition Corp.

(5)  Pursuant  to Rule  457(h)  of the  Securities  Act,  the  amounts  are
     calculated  based upon the weighted  average  exercise  price at which
     stock options, as converted,  covering the registered shares of Common
     Stock may be exercised.
</FN>
</TABLE>
<PAGE>
                                   PART I

EXPLANATORY NOTE

     This Form S-8 Registration Statement relates to

     (a)  120,000 shares of Common Stock,  50,000 of which may be issued to
          David C. Rae,  40,000  of which may be issued to David  Stanworth
          and  30,000 of which may be issued to Kim  Brown,  in each  case,
          upon the exercise of  nonqualified  stock options granted to each
          of them on April 15, 1999, and

     (b)  84,760  shares of  Common  Stock  which  may be  issued  upon the
          exercise of options granted under the Attitude  Network Ltd. 1996
          Stock Option Plan (the "Attitude Stock Plan").


     Pursuant   to  the   Agreement   and  Plan  of  Merger  by  and  among
theglobe.com,  inc.  ("theglobe"),  Attitude Network Ltd.  ("Attitude") and
certain  shareholders  thereof and Bucky  Acquisition  Corp., the following
events among others, occurred:

     (a)  Attitude was acquired  by, and became a  wholly-owned  subsidiary
          of, theglobe;

     (b)  outstanding  options to purchase  shares of Attitude common stock
          granted under the Attitude Stock Plan were converted into options
          to purchase shares of Common Stock; and

     (c)  theglobe  assumed the  obligations of Attitude under the Attitude
          Stock Plan.

     In addition,  in  connection  with our  acquisition  of  Attitude,  we
granted each of Messrs. Rae, Stanworth and Brown nonqualified stock options
to acquire 50,000, 40,000 and 30,000 shares of Common Stock, respectively.

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement have been or will be sent or given to  participants
in the Option Plan,  holders of options  granted  under the Attitude  Stock
Plan,  and to  Messrs.  Rae,  Stanworth  and  Brown  as  specified  in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the  Securities  Act. Such  document(s)  are not required to be filed
with the SEC but  constitute  (along  with the  documents  incorporated  by
reference into this  Registration  Statement  pursuant to Item 3 of Part II
hereof) a prospectus  that meets the  requirements  of Section 10(a) of the
Securities Act.

     References to "the Company" shall mean theglobe.com,  inc., a Delaware
corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the Nasdaq National Market System.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of the Securities  Exchange Act of 1934, as amended,  (the "Exchange  Act")
prior to the termination of the offering:

     (a)  Our  Registration  Statement  on Form S-1,  filed with the SEC on
          November 12, 1998,  in which there are described the terms of the
          Common Stock;

     (b)  Our  Registration  Statement  on  Form  S-1  filed  with  the SEC
          pursuant to Rule 424(b) on May 19, 1999;

     (c)  Our Annual  Report on Form 10-K,  filed with the SEC on March 30,
          1999 for the fiscal  year ended  December  31, 1998 as amended on
          Form 10-K/A filed with the SEC on April 30, 1999;

     (d)  Our Quarterly  Report on Form 10-Q, filed with the SEC on May 14,
          1999 for the quarterly period ended March 31, 1999; and

     (e)  Our  Current  Reports on Form 8-K filed with the SEC on  February
          16, 1999,  February 19, 1999, April 23, 1999 and May 3, 1999, and
          on Form 8-K/A filed with the SEC on April 1, 1999.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Not applicable.

     Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation  Law provides that a
corporation  may  indemnify  directors,   officers,   employees  and  other
individuals  against  expenses,  judgments,  fines,  and  amounts  paid  in
settlement in connection  with  specified  non-derivative  actions,  suits,
proceedings or  investigations  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.  In  addition,  with  respect to any  criminal  action or
proceeding such director must have had no reasonable  cause to believe that
his or her conduct  was  unlawful.  In the case of  derivative  actions,  a
similar standard is applicable except that  indemnification only extends to
expenses  incurred in  connection  with the defense or  settlement  of such
action.  In addition,  the statute requires court approval before there can
be any  indemnification  where the person seeking  indemnification has been
found liable to the corporation. The DGCL provides that it is not exclusive
of other  indemnification  that may be granted by a corporation's  charter,
by-laws, stockholder or director vote, agreement, or otherwise.

     Our By-Laws  require us to indemnify  any person who was or is a party
or is  threatened  to be made a party to or is involved in any  threatened,
pending or completed non-derivative action, suit, arbitration,  alternative
dispute  mechanism,  investigation,  administrative  hearing  or any  other
proceeding,  brought  by  reason  of the fact  that he or she is or was our
director or officer, or, while our director or officer is or was serving at
our request as a director or officer of another entity,  including  service
with respect to an employee  benefits  plan,  against  expenses,  including
attorneys' fees, judgments,  fines, excise taxes under ERISA, penalties and
amounts paid in settlement,  incurred by him or her in connection with such
action, suit or proceeding if he or she acted in good faith and in a manner
he or  she  reasonably  believed  to  be in or  not  opposed  to  our  best
interests.  In addition,  with respect to any criminal action or proceeding
such  person  shall  have had no  reasonable  cause to  believe  his or her
conduct was unlawful.

     Section  102(b)(7) of the DGCL permits a corporation to provide that a
director  shall  not  be  personally  liable  to  the  corporation  or  its
stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders,  (ii) acts or omissions not
in  good  faith  or  which  involve  intentional  misconduct  or a  knowing
violation of law,  (iii)  payment of unlawful  dividends or unlawful  stock
purchases or redemptions,  or (iv) any transaction  from which the director
derived an improper personal benefit.

     Our Charter  provides that to the fullest extent that the DGCL permits
our  directors  will not be liable to us or our  stockholders  for monetary
damages for breach of  fiduciary  duty as a director.  Any  amendment to or
repeal of our Charter inconsistent with these provisions will not adversely
affect any right of our  directors  with  respect to any acts or  omissions
occurring prior to such amendment or repeal.

     We have entered into indemnification agreements with our directors and
officers.  These  agreements  provide that we will indemnify such directors
and officers for any amounts paid in settlement or incurred by, or assessed
against, such directors and officers arising in connection with the service
of such directors and officers to the fullest extent  permitted by Delaware
law.

     We  maintain  directors'  and  officers'  liability  insurance.   This
insurance  provides  for  payment,  on behalf of our and our  subsidiaries'
directors  and  officers,  of certain  losses of such persons  arising from
claims,  including  claims  arising under the  Securities  Act, for acts or
omissions by such persons while acting as directors or officers.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

Exhibit No.             Description of Exhibit
-----------             ----------------------

4.1                     Form of Fourth Amended and Restated  Certificate of
                        Incorporation  of the Company  previously  filed as
                        Exhibit 3.1 to the Company's Registration Statement
                        No. 333-59751 on Form S-1, and incorporated  herein
                        by reference

4.2                     Form of By-Laws of the Company  previously filed as
                        Exhibit 3.2 to the Company's Registration Statement
                        No. 333-59751 on Form S-1, and incorporated  herein
                        by reference

4.3                     Form of Rights Agreement by and between the Company
                        and  American  Stock  Transfer  & Trust  Company as
                        Rights Agent previously filed as Exhibit 4.6 to the
                        Company's  Registration  Statement No. 333-59751 on
                        Form S-1, and incorporated herein by reference

4.4                     Agreement and Plan of Merger,  dated as of April 5,
                        1999, by and among the Company,  Bucky  Acquisition
                        Corp.,    Attitude   Network   Ltd.   and   certain
                        shareholders  thereof  previously  filed as Exhibit
                        2.1 to the  Company's  Current  Report  on Form 8-K
                        filed  with  the  SEC  on  April  23,   1999,   and
                        incorporated herein by reference

4.5                     theglobe.com,  inc.  1998  Stock  Option  Plan,  as
                        amended and restated,  included as Exhibit A to the
                        Company's Definitive Proxy Statement,  filed on May
                        14, 1999, and incorporated herein by reference

4.6*                    Attitude Network Ltd. 1996 Stock Option Plan

4.7*                    Form of  Nonqualified  Stock Option  Agreement with
                        David C. Rae, Kim Brown and David Stanworth

5.1*                    Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                    Consent of Fried, Frank, Harris, Shriver & Jacobson
                        (included in Exhibit 5.1)

23.2*                   Consent   of   KPMG   LLP    (independent    public
                        accountants)

23.3*                   Consent of PricewaterhouseCoopers LLP (independent
                        public accountants)

------------------------
*    Filed herewith.


     Item 9. Undertakings

     The Company hereby undertakes:

          (a) 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 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 (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 SEC by the Company  pursuant to Section 13 or Section
     15(d) of the Exchange Act that are  incorporated  by reference in this
     Registration Statement.

          (b) 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.

          (c) 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.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company'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  therein,  and the  offering of such  securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the SEC 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  Company of expenses  incurred or paid by a
director,  officer or  controlling  person of the Company 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  Company  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, 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 New York, State of New York, on
May 28, 1999.

                                             theglobe.com, inc.


                                             /s/ Todd V. Krizelman
                                             ------------------------------
                                             By: Todd V. Krizelman

                                                 Co-Chief Executive Officer
                                                 and Co-President


                                             /s/ Stephan J. Paternot
                                             ------------------------------
                                             By: Stephan J. Paternot

                                                 Co-Chief Executive Officer,
                                                 Co-President and Secretary

                             POWER OF ATTORNEY

     KNOW BY ALL PERSONS BY THESE PRESENTS:

     That the undersigned  officers and directors of theglobe.com,  inc., a
Delaware  corporation,  do hereby  constitute and appoint  Michael S. Egan,
Todd V.  Krizelman and Stephan J.  Paternot,  and each of them,  the lawful
attorneys-in-fact  and agents with full power and  authority  to do any and
all acts and  things  and to  execute  any and all  instruments  which said
attorneys  and agents,  and any one of them,  determine may be necessary or
advisable  or  required  to enable  said  corporation  to  comply  with the
Securities Act and any rules or regulations or  requirements  of the SEC in
connection  with  this   Registration   Statement.   Without  limiting  the
generality of the foregoing power and authority, the powers granted include
the power and authority to sign the names of the  undersigned  officers and
directors in the capacities indicated below to this Registration Statement,
to any and all  amendments,  both  pre-effective  and  post-effective,  and
supplements to this Registration Statement,  and to any and all instruments
or  documents  filed as part of or in  conjunction  with this  Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that all said attorneys and agents, or any one
of  them,  shall do or cause to be done by  virtue  hereof.  This  Power of
Attorney may be signed in several counterparts.


<PAGE>


     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

Signature                   Title                           Date
---------                   -----                           ----


                            Chairman                        May ___, 1999
---------------------------
      Michael S. Egan


/s/ Todd V. Krizelman       Co-Chief Executive Officer,     May 28, 1999
--------------------------- Co-President and Director
     Todd V. Krizelman


/s/ Stephan J. Paternot     Co-Chief Executive              May 28, 1999
--------------------------- Officer, Co-President,
    Stephan J. Paternot     Secretary and Director


/s/ Francis T. Joyce        Vice President and Chief        May 28, 1999
--------------------------- Financial Officer
     Francis T. Joyce       (Principal Accounting
                            Officer)


/s/ Edward A. Cespedes      Director                        May 28, 1999
---------------------------
    Edward A. Cespedes


/s/ Rosalie V. Arthur       Director                        May 28, 1999
---------------------------
     Rosalie V. Arthur


                            Director                        May ___, 1999
---------------------------
    Robert M. Halperin


/s/ David H. Horowitz       Director                        May 27, 1999
---------------------------
     David H. Horowitz


/s/ H. Wayne Huizenga       Director                        May 27, 1999
---------------------------
     H. Wayne Huizenga


                            Director                        May ___, 1999
---------------------------
      Henry C. Duques
<PAGE>
                             Index to Exhibits

Exhibit No.    Description of Exhibit

4.1            Form  of  Fourth   Amended  and  Restated   Certificate   of
               Incorporation of the Company previously filed as Exhibit 3.1
               to the Company's  Registration  Statement  No.  333-59751 on
               Form S-1, and incorporated herein by reference

4.2            Form of By-Laws of the Company  previously  filed as Exhibit
               3.2 to the Company's Registration Statement No. 333-59751 on
               Form S-1, and incorporated herein by reference

4.3            Form of Rights  Agreement  by and  between  the  Company and
               American  Stock  Transfer & Trust  Company  as Rights  Agent
               previously   filed   as   Exhibit   4.6  to  the   Company's
               Registration  Statement  No.  333-59751  on  Form  S-1,  and
               incorporated herein by reference

4.4            Agreement and Plan of Merger,  dated as of April 5, 1999, by
               and among the Company,  Bucky  Acquisition  Corp.,  Attitude
               Network Ltd.  and certain  shareholders  thereof  previously
               filed as Exhibit 2.1 to the Company's Current Report on Form
               8-K filed  with the SEC on April 23, 1999, and  incorporated
               herein by reference

4.5            theglobe.com,  inc.  1998 Stock Option Plan,  as amended and
               restated,  included as Exhibit A to the Company's Definitive
               Proxy  Statement,  filed on May 14, 1999,  and  incorporated
               herein by reference

4.6*           Attitude Network Ltd. 1996 Stock Option Plan

4.7*           Form of  Nonqualified  Stock Option  Agreement with David C.
               Rae, Kim Brown and David Stanworth

5.1*           Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1           Consent  of  Fried,  Frank,   Harris,   Shriver  &  Jacobson
               (included in Exhibit 5.1)

23.2*          Consent of KPMG LLP (independent public accountants)

23.3*          Consent of PricewaterhouseCoopers LLP (independent public
               accountants)

------------------------
*    Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26996}]
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As filed with the Securities and Exchange Commission on May 28, 1999
                                                        Registration No.  333-
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                    -----------------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                    -----------------------------------
                             theglobe.com, inc.
           (Exact name of registrant as specified in its charter)
         Delaware                                               14-1781422
     (State or other                                         (I.R.S. Employer
    jurisdiction of                                      Identification Number)
     incorporation or
      organization)
                            31 West 21st Street
                          New York, New York 10010
                          (Address of registrant's
                        principal executive offices)

                 theglobe.com, inc. 1998 STOCK OPTION PLAN
                ATTITUDE NETWORK LTD. 1996 STOCK OPTION PLAN
                         (Full title of the plans)
       CERTAIN SHARES WHICH MAY BE ISSUED TO KIM BROWN, DAVID C. RAE
 AND DAVID STANWORTH PURSUANT TO STOCK OPTION AGREEMENTS DATED APRIL 15, 1999

                             Todd V. Krizelman
                            Stephan J. Paternot
                             theglobe.com, inc.
                            31 West 21st Street
                          New York, New York 10010
                               (212) 886-0800
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================
                                             Proposed         Proposed
    Title of Securities       Amount to      Maximum          Maximum            Amount of
   to be Registered (1)         be           Offering        Aggregate         Registration
                            Registered      Price Per         Offering              Fee
                                (2)           Share            Price
--------------------------------------------------------------------------------------------
Common Stock, par value        120,000    $33.8125 (3)     $905,605.50 (3)     $  267.15
$.001 per share                shares
--------------------------------------------------------------------------------------------
Common Stock, par value        84,760     $10.68435 (5)    $  4,057.500 (5)    $1,196.96
$.001 per share               shares (4)
============================================================================================
Total Registration fee                                                         $1,464.11
============================================================================================
(1)  The Registrant's  common stock, par value $.001 per share (the "Common
     Stock"),  referred to herein includes  Preferred Stock Purchase Rights
     (the  "Rights").  The  Rights  will be  associated  and trade with the
     Common  Stock.  The value,  if any, of the Rights will be reflected in
     the market price of the Common Stock.

(2)  Plus such additional  number of shares as may be required in the event
     of a stock dividend,  stock split,  recapitalization  or other similar
     event in accordance  with Rule 416 of the  Securities  Act of 1933, as
     amended (the "Securities Act").

(3)  Pursuant  to Rule  457(h)  of the  Securities  Act,  the  amounts  are
     calculated  based  upon  the  maximum  price at  which  stock  options
     covering the registered shares of Common Stock may be exercised.

(4)  Represents  the number of shares of Common  Stock,  adjusted for the 2
     for 1 stock split of the Registrant, reserved for issuance as a result
     of the  conversion  of options to purchase  stock of Attitude  Network
     Ltd.  into options to purchase  Common Stock  pursuant to an Agreement
     and Plan of Merger,  dated as of April 5, 1999, between  theglobe.com,
     inc., Attitude Network Ltd. and certain shareholders thereof and Bucky
     Acquisition Corp.

(5)  Pursuant  to Rule  457(h)  of the  Securities  Act,  the  amounts  are
     calculated  based upon the weighted  average  exercise  price at which
     stock options, as converted,  covering the registered shares of Common
     Stock may be exercised.
PART I

EXPLANATORY NOTE

     This Form S-8 Registration Statement relates to

     (a)  120,000 shares of Common Stock,  50,000 of which may be issued to
          David C. Rae,  40,000  of which may be issued to David  Stanworth
          and  30,000 of which may be issued to Kim  Brown,  in each  case,
          upon the exercise of  nonqualified  stock options granted to each
          of them on April 15, 1999, and

     (b)  84,760  shares of  Common  Stock  which  may be  issued  upon the
          exercise of options granted under the Attitude  Network Ltd. 1996
          Stock Option Plan (the "Attitude Stock Plan").

     Pursuant   to  the   Agreement   and  Plan  of  Merger  by  and  among
theglobe.com,  inc.  ("theglobe"),  Attitude Network Ltd.  ("Attitude") and
certain  shareholders  thereof and Bucky  Acquisition  Corp., the following
events among others, occurred:

     (a)  Attitude was acquired  by, and became a  wholly-owned  subsidiary
          of, theglobe;

     (b)  outstanding  options to purchase  shares of Attitude common stock
          granted under the Attitude Stock Plan were converted into options
          to purchase shares of Common Stock; and

     (c)  theglobe  assumed the  obligations of Attitude under the Attitude
          Stock Plan.

     In addition,  in  connection  with our  acquisition  of  Attitude,  we
granted each of Messrs. Rae, Stanworth and Brown nonqualified stock options
to acquire 50,000, 40,000 and 30,000 shares of Common Stock, respectively.

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement have been or will be sent or given to  participants
in the Option Plan,  holders of options  granted  under the Attitude  Stock
Plan,  and to  Messrs.  Rae,  Stanworth  and  Brown  as  specified  in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the  Securities  Act. Such  document(s)  are not required to be filed
with the SEC but  constitute  (along  with the  documents  incorporated  by
reference into this  Registration  Statement  pursuant to Item 3 of Part II
hereof) a prospectus  that meets the  requirements  of Section 10(a) of the
Securities Act.

     References to "the Company" shall mean theglobe.com,  inc., a Delaware
corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the Nasdaq National Market System.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of the Securities  Exchange Act of 1934, as amended,  (the "Exchange  Act")
prior to the termination of the offering:

     (a)  Our  Registration  Statement  on Form S-1,  filed with the SEC on
          November 12, 1998,  in which there are described the terms of the
          Common Stock;

     (b)  Our  Registration  Statement  on  Form  S-1  filed  with  the SEC
          pursuant to Rule 424(b) on May 19, 1999;

     (c)  Our Annual  Report on Form 10-K,  filed with the SEC on March 30,
          1999 for the fiscal  year ended  December  31, 1998 as amended on
          Form 10-K/A filed with the SEC on April 30, 1999;

     (d)  Our Quarterly  Report on Form 10-Q, filed with the SEC on May 14,
          1999 for the quarterly period ended March 31, 1999; and

     (e)  Our  Current  Reports on Form 8-K filed with the SEC on  February
          16, 1999,  February 19, 1999, April 23, 1999 and May 3, 1999, and
          on Form 8-K/A filed with the SEC on April 1, 1999.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Not applicable.

     Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation  Law provides that a
corporation  may  indemnify  directors,   officers,   employees  and  other
individuals  against  expenses,  judgments,  fines,  and  amounts  paid  in
settlement in connection  with  specified  non-derivative  actions,  suits,
proceedings or  investigations  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.  In  addition,  with  respect to any  criminal  action or
proceeding such director must have had no reasonable  cause to believe that
his or her conduct  was  unlawful.  In the case of  derivative  actions,  a
similar standard is applicable except that  indemnification only extends to
expenses  incurred in  connection  with the defense or  settlement  of such
action.  In addition,  the statute requires court approval before there can
be any  indemnification  where the person seeking  indemnification has been
found liable to the corporation. The DGCL provides that it is not exclusive
of other  indemnification  that may be granted by a corporation's  charter,
by-laws, stockholder or director vote, agreement, or otherwise.

     Our By-Laws  require us to indemnify  any person who was or is a party
or is  threatened  to be made a party to or is involved in any  threatened,
pending or completed non-derivative action, suit, arbitration,  alternative
dispute  mechanism,  investigation,  administrative  hearing  or any  other
proceeding,  brought  by  reason  of the fact  that he or she is or was our
director or officer, or, while our director or officer is or was serving at
our request as a director or officer of another entity,  including  service
with respect to an employee  benefits  plan,  against  expenses,  including
attorneys' fees, judgments,  fines, excise taxes under ERISA, penalties and
amounts paid in settlement,  incurred by him or her in connection with such
action, suit or proceeding if he or she acted in good faith and in a manner
he or  she  reasonably  believed  to  be in or  not  opposed  to  our  best
interests.  In addition,  with respect to any criminal action or proceeding
such  person  shall  have had no  reasonable  cause to  believe  his or her
conduct was unlawful.

     Section  102(b)(7) of the DGCL permits a corporation to provide that a
director  shall  not  be  personally  liable  to  the  corporation  or  its
stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders,  (ii) acts or omissions not
in  good  faith  or  which  involve  intentional  misconduct  or a  knowing
violation of law,  (iii)  payment of unlawful  dividends or unlawful  stock
purchases or redemptions,  or (iv) any transaction  from which the director
derived an improper personal benefit.

     Our Charter  provides that to the fullest extent that the DGCL permits
our  directors  will not be liable to us or our  stockholders  for monetary
damages for breach of  fiduciary  duty as a director.  Any  amendment to or
repeal of our Charter inconsistent with these provisions will not adversely
affect any right of our  directors  with  respect to any acts or  omissions
occurring prior to such amendment or repeal.

     We have entered into indemnification agreements with our directors and
officers.  These  agreements  provide that we will indemnify such directors
and officers for any amounts paid in settlement or incurred by, or assessed
against, such directors and officers arising in connection with the service
of such directors and officers to the fullest extent  permitted by Delaware
law.

     We  maintain  directors'  and  officers'  liability  insurance.   This
insurance  provides  for  payment,  on behalf of our and our  subsidiaries'
directors  and  officers,  of certain  losses of such persons  arising from
claims,  including  claims  arising under the  Securities  Act, for acts or
omissions by such persons while acting as directors or officers.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

Exhibit No.             Description of Exhibit
-----------             ----------------------

4.1                     Form of Fourth Amended and Restated  Certificate of
                        Incorporation  of the Company  previously  filed as
                        Exhibit 3.1 to the Company's Registration Statement
                        No. 333-59751 on Form S-1, and incorporated  herein
                        by reference

4.2                     Form of By-Laws of the Company  previously filed as
                        Exhibit 3.2 to the Company's Registration Statement
                        No. 333-59751 on Form S-1, and incorporated  herein
                        by reference

4.3                     Form of Rights Agreement by and between the Company
                        and  American  Stock  Transfer  & Trust  Company as
                        Rights Agent previously filed as Exhibit 4.6 to the
                        Company's  Registration  Statement No. 333-59751 on
                        Form S-1, and incorporated herein by reference

4.4                     Agreement and Plan of Merger,  dated as of April 5,
                        1999, by and among the Company,  Bucky  Acquisition
                        Corp.,    Attitude   Network   Ltd.   and   certain
                        shareholders  thereof  previously  filed as Exhibit
                        2.1 to the  Company's  Current  Report  on Form 8-K
                        filed  with  the  SEC  on  April  23,   1999,   and
                        incorporated herein by reference

4.5                     theglobe.com,  inc.  1998  Stock  Option  Plan,  as
                        amended and restated,  included as Exhibit A to the
                        Company's Definitive Proxy Statement,  filed on May
                        14, 1999, and incorporated herein by reference

4.6*                    Attitude Network Ltd. 1996 Stock Option Plan

4.7*                    Form of  Nonqualified  Stock Option  Agreement with
                        David C. Rae, Kim Brown and David Stanworth

5.1*                    Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                    Consent of Fried, Frank, Harris, Shriver & Jacobson
                        (included in Exhibit 5.1)

23.2*                   Consent   of   KPMG   LLP    (independent    public
                        accountants)

23.3*                   Consent of PricewaterhouseCoopers LLP (independent
                        public accountants)

------------------------
*    Filed herewith.

     Item 9. Undertakings

     The Company hereby undertakes:

          (a) 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 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 (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 SEC by the Company  pursuant to Section 13 or Section
     15(d) of the Exchange Act that are  incorporated  by reference in this
     Registration Statement.

          (b) 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.

          (c) 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.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company'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  therein,  and the  offering of such  securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the SEC 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  Company of expenses  incurred or paid by a
director,  officer or  controlling  person of the Company 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  Company  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, 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 New York, State of New York, on
May 28, 1999.

                                             theglobe.com, inc.

                                             /s/ Todd V. Krizelman
                                             ------------------------------
                                             By: Todd V. Krizelman

                                                 Co-Chief Executive Officer
                                                 and Co-President

                                             /s/ Stephan J. Paternot
                                             ------------------------------
                                             By: Stephan J. Paternot

                                                 Co-Chief Executive Officer,
                                                 Co-President and Secretary

                             POWER OF ATTORNEY

     KNOW BY ALL PERSONS BY THESE PRESENTS:

     That the undersigned  officers and directors of theglobe.com,  inc., a
Delaware  corporation,  do hereby  constitute and appoint  Michael S. Egan,
Todd V.  Krizelman and Stephan J.  Paternot,  and each of them,  the lawful
attorneys-in-fact  and agents with full power and  authority  to do any and
all acts and  things  and to  execute  any and all  instruments  which said
attorneys  and agents,  and any one of them,  determine may be necessary or
advisable  or  required  to enable  said  corporation  to  comply  with the
Securities Act and any rules or regulations or  requirements  of the SEC in
connection  with  this   Registration   Statement.   Without  limiting  the
generality of the foregoing power and authority, the powers granted include
the power and authority to sign the names of the  undersigned  officers and
directors in the capacities indicated below to this Registration Statement,
to any and all  amendments,  both  pre-effective  and  post-effective,  and
supplements to this Registration Statement,  and to any and all instruments
or  documents  filed as part of or in  conjunction  with this  Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that all said attorneys and agents, or any one
of  them,  shall do or cause to be done by  virtue  hereof.  This  Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

Signature                   Title                           Date
---------                   -----                           ----

                            Chairman                        May ___, 1999
---------------------------
      Michael S. Egan

/s/ Todd V. Krizelman       Co-Chief Executive Officer,     May 28, 1999
--------------------------- Co-President and Director
     Todd V. Krizelman

/s/ Stephan J. Paternot     Co-Chief Executive              May 28, 1999
--------------------------- Officer, Co-President,
    Stephan J. Paternot     Secretary and Director

/s/ Francis T. Joyce        Vice President and Chief        May 28, 1999
--------------------------- Financial Officer
     Francis T. Joyce       (Principal Accounting
                            Officer)

/s/ Edward A. Cespedes      Director                        May 28, 1999
---------------------------
    Edward A. Cespedes

/s/ Rosalie V. Arthur       Director                        May 28, 1999
---------------------------
     Rosalie V. Arthur

                            Director                        May ___, 1999
---------------------------
    Robert M. Halperin

/s/ David H. Horowitz       Director                        May 27, 1999
---------------------------
     David H. Horowitz

/s/ H. Wayne Huizenga       Director                        May 27, 1999
---------------------------
     H. Wayne Huizenga

                            Director                        May ___, 1999
---------------------------
      Henry C. Duques
Index to Exhibits

Exhibit No.    Description of Exhibit

4.1            Form  of  Fourth   Amended  and  Restated   Certificate   of
               Incorporation of the Company previously filed as Exhibit 3.1
               to the Company's  Registration  Statement  No.  333-59751 on
               Form S-1, and incorporated herein by reference

4.2            Form of By-Laws of the Company  previously  filed as Exhibit
               3.2 to the Company's Registration Statement No. 333-59751 on
               Form S-1, and incorporated herein by reference

4.3            Form of Rights  Agreement  by and  between  the  Company and
               American  Stock  Transfer & Trust  Company  as Rights  Agent
               previously   filed   as   Exhibit   4.6  to  the   Company's
               Registration  Statement  No.  333-59751  on  Form  S-1,  and
               incorporated herein by reference

4.4            Agreement and Plan of Merger,  dated as of April 5, 1999, by
               and among the Company,  Bucky  Acquisition  Corp.,  Attitude
               Network Ltd.  and certain  shareholders  thereof  previously
               filed as Exhibit 2.1 to the Company's Current Report on Form
               8-K filed  with the SEC on April 23, 1999, and  incorporated
               herein by reference

4.5            theglobe.com,  inc.  1998 Stock Option Plan,  as amended and
               restated,  included as Exhibit A to the Company's Definitive
               Proxy  Statement,  filed on May 14, 1999,  and  incorporated
               herein by reference

4.6*           Attitude Network Ltd. 1996 Stock Option Plan

4.7*           Form of  Nonqualified  Stock Option  Agreement with David C.
               Rae, Kim Brown and David Stanworth

5.1*           Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1           Consent  of  Fried,  Frank,   Harris,   Shriver  &  Jacobson
               (included in Exhibit 5.1)

23.2*          Consent of KPMG LLP (independent public accountants)

23.3*          Consent of PricewaterhouseCoopers LLP (independent public
               accountants)

------------------------
*    Filed herewith.