AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999
                                                      REGISTRATION NO. 333-
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                       TANNING TECHNOLOGY CORPORATION
           (Exact name of registrant as specified in its charter)
         DELAWARE                                         84-1381662
     (State or other                                   (I.R.S. Employer
     jurisdiction of                                 Identification Number)
     incorporation or
      organization)
                           4600 SOUTH ULSTER ST.
                                 SUITE 380
                           DENVER, COLORADO 80237
                          (Address of registrant's
                        principal executive offices)

           TANNING TECHNOLOGY CORPORATION 1997 STOCK OPTION PLAN
           TANNING TECHNOLOGY CORPORATION 1998 STOCK OPTION PLAN
                         (Full title of the plans)


                              HENRY F. SKELSEY
                          CHIEF FINANCIAL OFFICER
                       TANNING TECHNOLOGY CORPORATION
                      4600 SOUTH ULSTER ST., SUITE 380
                           DENVER, COLORADO 80237
                               (303) 220-9944
         (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           BE        OFFERING     AGGREGATE   REGISTRATION
                             REGISTERED   PRICE PER      OFFERING        FEE
                                 (1)      SHARE (2)     PRICE (2)
--------------------------------------------------------------------------------

Common Stock, par value       7,521,600   $5.1495     $38,732,607.49 $10,767.66
$.01 per share                 shares
--------------------------------------------------------------------------------
Total Registration fee                                               $10,767.66
================================================================================

(1)  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").

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(h) of the  Securities Act based upon the weighted
     average price at which stock options covering the registered shares of
     common  stock,  par value  $.01 per  share  ("Common  Stock"),  may be
     exercised.


<PAGE>


                                   PART I

EXPLANATORY NOTE

     This Form S-8 Registration Statement relates to

     (a)  7,521,600   shares  of  common   stock  of   Tanning   Technology
          Corporation, par value $.01 per share (the "Common Stock"), which
          may be issued upon the  exercise of options  under our 1997 Stock
          Option  Plan (the "1997  Stock  Plan") and our 1998 Stock  Option
          Plan (the "1998 Stock Plan").

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement have been or will be sent or given to  participants
in the 1997  Stock  Plan  and the  1998  Stock  Plan as  specified  in Rule
428(b)(1)  promulgated by the Securities and Exchange  Commission 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 Tanning Technology Corporation,
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 Stock Market's  National Market,  33
Whitehall Street, New York, NY 10004.

     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,  prior  to  the
termination of the offering:

     (a)  Our  prospectus  filed with the SEC on July 23, 1999  pursuant to
          Rule  424(b)  of  the  Securities  Act  in  connection  with  the
          Company's  Registration Statement on Form S-1, which includes our
          audited  financial  statements for the fiscal year ended December
          31, 1998; and

     (b)  Our Registration Statement on Form 8-A filed with the SEC on July
          22, 1999, which describes the terms of the Common Stock.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Frederick  H. Fogel,  Esq.,  Vice  President  of Business  Affairs and
General Counsel,  will pass upon the validity of the issuance of the shares
of Common  Stock.  Mr. Fogel has been granted  options to purchase  278,281
shares of our common stock,  61,386 of which vested on the  commencement of
his employment with us.

     Item 6. Indemnification of Directors and Officers

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement in connection with
specified  actions,   suits  and  proceedings,   whether  civil,  criminal,
administrative,  or investigative  (other than action by or in the right of
the corporation--a "derivative action"), if they acted in good faith and in
a manner  they  reasonably  believed  to be in or not  opposed  to the best
interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions,  except
that indemnification  only extends to expenses (including  attorneys' fees)
incurred in connection  with the defense or settlement of such action,  and
the statute requires court approval before there can be any indemnification
where the  person  seeking  indemnification  has been  found  liable to the
corporation.  The  statute  provides  that  it is not  exclusive  of  other
indemnification  that may be  granted  by a  corporation's  certificate  of
incorporation,  bylaws,  disinterested  director  vote,  stockholder  vote,
agreement, or otherwise.

     Our  bylaws  and  our  certificate  of  incorporation  require  us  to
indemnify to the fullest  extent  authorized by the DGCL any person made or
threatened  to be made a party to an action,  suit or  proceeding,  whether
criminal,  civil,  administrative or  investigative,  by reason of the fact
that he or she or a person of whom he or she is the legal representative is
or was a director  or officer  of the  Company or is or was  serving at the
request of the Company as a director, officer, employee or agent of another
corporation or of a partnership,  joint venture, trust or other enterprise,
including  service with respect to employee  benefit  plans  maintained  or
sponsored by us. We will also be able to grant indemnification to our other
employees or agents. The amended and restated  certificate of incorporation
and bylaws will also require us to advance  expenses,  as incurred,  to its
directors,  officers and other agents and  employees in  connection  with a
legal proceeding,  to the fullest extent permitted by the DGCL,  subject to
certain  limited  exceptions.  The  amended  and  restated  certificate  of
incorporation and bylaws will also permit us to enter into  indemnification
agreements  with its  directors  and  officers  and to obtain  director and
officer liability insurance.

     As permitted  by Section  102(b)(7) of the DGCL,  our  certificate  of
incorporation  eliminates the liability of a director to the corporation or
its  stockholders for monetary damages for such breach of fiduciary duty as
a  director,  except  for  liabilities  arising  (a) from any breach of the
director's duty of loyalty to the corporation or its stockholders; (b) from
acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation of law; (c) under  Section 174 of the DGCL;  or (d)
from any transaction from which the director  derived an improper  personal
benefit.

     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 have obtained  primary and excess insurance  policies  insuring our
directors  and  officers  and  those of our  subsidiaries  against  certain
liabilities  they may incur in their  capacity as directors  and  officers.
Under these policies,  the insurer, on our behalf, may also pay amounts for
which  we  have  granted  indemnification  to the  directors  or  officers.
Additionally,  Mr.  Mahan,  as an employee of AEA Investors  Inc.,  and Mr.
Skelsey,  as a consultant to AEA Investors  Inc.,  are covered by an excess
coverage  insurance policy maintained by AEA Investors Inc. against certain
liabilities they may incur in their capacity as directors of the Company in
excess of the  coverage  provided by our  director  and  officer  insurance
policies.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1                      Form  of  Amended  and  Restated   Certificate  of
                         Incorporation  of the Company  previously filed as
                         Exhibit   3.1   to  the   Company's   Registration
                         Statement   No.   333-78657   on  Form  S-1,   and
                         incorporated herein by reference.

4.2                      Form  of  Amended  and  Restated  By-Laws  of  the
                         Company  previously  filed as  Exhibit  3.2 to the
                         Company's  Registration Statement No. 333-78657 on
                         Form S-1, and incorporated herein by reference.

4.3                      Form of Tanning Technology  Corporation 1997 Stock
                         Option Plan  previously  filed as exhibit 10.30 to
                         the Company's Registration Statement No. 333-78657
                         on Form S-1, and incorporated herein by reference.

4.6                      Form of Tanning Technology  Corporation 1998 Stock
                         Option Plan  previously  filed as exhibit 10.31 to
                         the Company's Registration Statement No. 333-78657
                         on Form S-1, and incorporated herein by reference.

5.1*                     Opinion  of   Frederick  H.  Fogel,   Esq.,   Vice
                         President of Business Affairs and General Counsel,
                         regarding  legality  of  shares  of  Common  Stock
                         covered by the Registration Statement.

23.1                     Consent  of   Frederick  H.  Fogel,   Esq.,   Vice
                         President of Business  Affairs and General Counsel
                         (included in Exhibit 5.1).

23.2*                    Consent of Ernst & Young LLP  (independent  public
                         accountants).

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


<PAGE>


     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  Commission 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  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 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
July 29, 1999.

                                             Tanning Technology Corporation

                                             /s/ Henry F. Skelsey
                                             ------------------------------
                                             By:  Henry F. Skelsey
                                             Chief Financial Officer


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and  directors  of Tanning  Technology
Corporation, a Delaware corporation, do hereby constitute and appoint Henry
F.  Skelsey  and  Frederick  H.  Fogel,   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
Commission 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 all that 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
      ---------                       -----                        ----

/s/ Larry G. Tanning     Chairman, Chief Executive Officer and    July 29, 1999
------------------------ President
  Larry G. Tanning


                         Director and Executive Vice Present of
------------------------ Strategy, Planning and New Ventures
    Bipin Agarwal


/s/ Henry F. Skelsey     Director, Executive Vice President       July 29, 1999
------------------------ and Chief Financial Officer
  Henry F. Skelsey


/s/ Toni S. Hippeli      Director                                 July 29, 1999
------------------------
   Toni S. Hippeli


/s/ Christopher P. Mahan Director                                 July 29, 1999
------------------------
Christopher P. Mahan


                         Director
------------------------
  Joseph P. Roebuck


                         Director
------------------------
 Michael E. Shanahan


<PAGE>


                             Index to Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1                      Form  of  Amended  and  Restated   Certificate  of
                         Incorporation  of the Company  previously filed as
                         Exhibit   3.1   to  the   Company's   Registration
                         Statement   No.   333-78657   on  Form  S-1,   and
                         incorporated herein by reference.

4.2                      Form  of  Amended  and  Restated  By-Laws  of  the
                         Company  previously  filed as  Exhibit  3.2 to the
                         Company's  Registration Statement No. 333-78657 on
                         Form S-1, and incorporated herein by reference.

4.3                      Form of Tanning Technology  Corporation 1997 Stock
                         Option Plan  previously  filed as exhibit 10.30 to
                         the Company's Registration Statement No. 333-78657
                         on Form S-1, and incorporated herein by reference.

4.6                      Form of Tanning Technology  Corporation 1998 Stock
                         Option Plan  previously  filed as exhibit 10.31 to
                         the Company's Registration Statement No. 333-78657
                         on Form S-1, and incorporated herein by reference.

5.1*                     Opinion  of   Frederick  H.  Fogel,   Esq.,   Vice
                         President of Business Affairs and General Counsel,
                         regarding  legality  of  shares  of  Common  Stock
                         covered by the Registration Statement.

23.1                     Consent  of   Frederick  H.  Fogel,   Esq.,   Vice
                         President of Business  Affairs and General Counsel
                         (included in Exhibit 5.1).

23.2*                    Consent of Ernst & Young LLP  (independent  public
                         accountants).


-----------------------------
*    Filed herewith.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999
                                                      REGISTRATION NO. 333-
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                       TANNING TECHNOLOGY CORPORATION
           (Exact name of registrant as specified in its charter)
         DELAWARE                                         84-1381662
     (State or other                                   (I.R.S. Employer
     jurisdiction of                                 Identification Number)
     incorporation or
      organization)
                           4600 SOUTH ULSTER ST.
                                 SUITE 380
                           DENVER, COLORADO 80237
                          (Address of registrant's
                        principal executive offices)

           TANNING TECHNOLOGY CORPORATION 1997 STOCK OPTION PLAN
           TANNING TECHNOLOGY CORPORATION 1998 STOCK OPTION PLAN
                         (Full title of the plans)

                              HENRY F. SKELSEY
                          CHIEF FINANCIAL OFFICER
                       TANNING TECHNOLOGY CORPORATION
                      4600 SOUTH ULSTER ST., SUITE 380
                           DENVER, COLORADO 80237
                               (303) 220-9944
         (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           BE        OFFERING     AGGREGATE   REGISTRATION
                             REGISTERED   PRICE PER      OFFERING        FEE
                                 (1)      SHARE (2)     PRICE (2)
--------------------------------------------------------------------------------

Common Stock, par value       7,521,600   $5.1495     $38,732,607.49 $10,767.66
$.01 per share                 shares
--------------------------------------------------------------------------------
Total Registration fee                                               $10,767.66
================================================================================

(1)  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").

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(h) of the  Securities Act based upon the weighted
     average price at which stock options covering the registered shares of
     common  stock,  par value  $.01 per  share  ("Common  Stock"),  may be
     exercised.
PART I

EXPLANATORY NOTE

     This Form S-8 Registration Statement relates to

     (a)  7,521,600   shares  of  common   stock  of   Tanning   Technology
          Corporation, par value $.01 per share (the "Common Stock"), which
          may be issued upon the  exercise of options  under our 1997 Stock
          Option  Plan (the "1997  Stock  Plan") and our 1998 Stock  Option
          Plan (the "1998 Stock Plan").

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement have been or will be sent or given to  participants
in the 1997  Stock  Plan  and the  1998  Stock  Plan as  specified  in Rule
428(b)(1)  promulgated by the Securities and Exchange  Commission 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 Tanning Technology Corporation,
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 Stock Market's  National Market,  33
Whitehall Street, New York, NY 10004.

     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,  prior  to  the
termination of the offering:

     (a)  Our  prospectus  filed with the SEC on July 23, 1999  pursuant to
          Rule  424(b)  of  the  Securities  Act  in  connection  with  the
          Company's  Registration Statement on Form S-1, which includes our
          audited  financial  statements for the fiscal year ended December
          31, 1998; and

     (b)  Our Registration Statement on Form 8-A filed with the SEC on July
          22, 1999, which describes the terms of the Common Stock.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Frederick  H. Fogel,  Esq.,  Vice  President  of Business  Affairs and
General Counsel,  will pass upon the validity of the issuance of the shares
of Common  Stock.  Mr. Fogel has been granted  options to purchase  278,281
shares of our common stock,  61,386 of which vested on the  commencement of
his employment with us.

     Item 6. Indemnification of Directors and Officers

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement in connection with
specified  actions,   suits  and  proceedings,   whether  civil,  criminal,
administrative,  or investigative  (other than action by or in the right of
the corporation--a "derivative action"), if they acted in good faith and in
a manner  they  reasonably  believed  to be in or not  opposed  to the best
interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions,  except
that indemnification  only extends to expenses (including  attorneys' fees)
incurred in connection  with the defense or settlement of such action,  and
the statute requires court approval before there can be any indemnification
where the  person  seeking  indemnification  has been  found  liable to the
corporation.  The  statute  provides  that  it is not  exclusive  of  other
indemnification  that may be  granted  by a  corporation's  certificate  of
incorporation,  bylaws,  disinterested  director  vote,  stockholder  vote,
agreement, or otherwise.

     Our  bylaws  and  our  certificate  of  incorporation  require  us  to
indemnify to the fullest  extent  authorized by the DGCL any person made or
threatened  to be made a party to an action,  suit or  proceeding,  whether
criminal,  civil,  administrative or  investigative,  by reason of the fact
that he or she or a person of whom he or she is the legal representative is
or was a director  or officer  of the  Company or is or was  serving at the
request of the Company as a director, officer, employee or agent of another
corporation or of a partnership,  joint venture, trust or other enterprise,
including  service with respect to employee  benefit  plans  maintained  or
sponsored by us. We will also be able to grant indemnification to our other
employees or agents. The amended and restated  certificate of incorporation
and bylaws will also require us to advance  expenses,  as incurred,  to its
directors,  officers and other agents and  employees in  connection  with a
legal proceeding,  to the fullest extent permitted by the DGCL,  subject to
certain  limited  exceptions.  The  amended  and  restated  certificate  of
incorporation and bylaws will also permit us to enter into  indemnification
agreements  with its  directors  and  officers  and to obtain  director and
officer liability insurance.

     As permitted  by Section  102(b)(7) of the DGCL,  our  certificate  of
incorporation  eliminates the liability of a director to the corporation or
its  stockholders for monetary damages for such breach of fiduciary duty as
a  director,  except  for  liabilities  arising  (a) from any breach of the
director's duty of loyalty to the corporation or its stockholders; (b) from
acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation of law; (c) under  Section 174 of the DGCL;  or (d)
from any transaction from which the director  derived an improper  personal
benefit.

     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 have obtained  primary and excess insurance  policies  insuring our
directors  and  officers  and  those of our  subsidiaries  against  certain
liabilities  they may incur in their  capacity as directors  and  officers.
Under these policies,  the insurer, on our behalf, may also pay amounts for
which  we  have  granted  indemnification  to the  directors  or  officers.
Additionally,  Mr.  Mahan,  as an employee of AEA Investors  Inc.,  and Mr.
Skelsey,  as a consultant to AEA Investors  Inc.,  are covered by an excess
coverage  insurance policy maintained by AEA Investors Inc. against certain
liabilities they may incur in their capacity as directors of the Company in
excess of the  coverage  provided by our  director  and  officer  insurance
policies.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1                      Form  of  Amended  and  Restated   Certificate  of
                         Incorporation  of the Company  previously filed as
                         Exhibit   3.1   to  the   Company's   Registration
                         Statement   No.   333-78657   on  Form  S-1,   and
                         incorporated herein by reference.

4.2                      Form  of  Amended  and  Restated  By-Laws  of  the
                         Company  previously  filed as  Exhibit  3.2 to the
                         Company's  Registration Statement No. 333-78657 on
                         Form S-1, and incorporated herein by reference.

4.3                      Form of Tanning Technology  Corporation 1997 Stock
                         Option Plan  previously  filed as exhibit 10.30 to
                         the Company's Registration Statement No. 333-78657
                         on Form S-1, and incorporated herein by reference.

4.6                      Form of Tanning Technology  Corporation 1998 Stock
                         Option Plan  previously  filed as exhibit 10.31 to
                         the Company's Registration Statement No. 333-78657
                         on Form S-1, and incorporated herein by reference.

5.1*                     Opinion  of   Frederick  H.  Fogel,   Esq.,   Vice
                         President of Business Affairs and General Counsel,
                         regarding  legality  of  shares  of  Common  Stock
                         covered by the Registration Statement.

23.1                     Consent  of   Frederick  H.  Fogel,   Esq.,   Vice
                         President of Business  Affairs and General Counsel
                         (included in Exhibit 5.1).

23.2*                    Consent of Ernst & Young 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  Commission 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  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 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
July 29, 1999.

                                             Tanning Technology Corporation

                                             /s/ Henry F. Skelsey
                                             ------------------------------
                                             By:  Henry F. Skelsey
                                             Chief Financial Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and  directors  of Tanning  Technology
Corporation, a Delaware corporation, do hereby constitute and appoint Henry
F.  Skelsey  and  Frederick  H.  Fogel,   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
Commission 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 all that 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
      ---------                       -----                        ----

/s/ Larry G. Tanning     Chairman, Chief Executive Officer and    July 29, 1999
------------------------ President
  Larry G. Tanning

                         Director and Executive Vice Present of
------------------------ Strategy, Planning and New Ventures
    Bipin Agarwal

/s/ Henry F. Skelsey     Director, Executive Vice President       July 29, 1999
------------------------ and Chief Financial Officer
  Henry F. Skelsey

/s/ Toni S. Hippeli      Director                                 July 29, 1999
------------------------
   Toni S. Hippeli

/s/ Christopher P. Mahan Director                                 July 29, 1999
------------------------
Christopher P. Mahan

                         Director
------------------------
  Joseph P. Roebuck

                         Director
------------------------
 Michael E. Shanahan
Index to Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1                      Form  of  Amended  and  Restated   Certificate  of
                         Incorporation  of the Company  previously filed as
                         Exhibit   3.1   to  the   Company's   Registration
                         Statement   No.   333-78657   on  Form  S-1,   and
                         incorporated herein by reference.

4.2                      Form  of  Amended  and  Restated  By-Laws  of  the
                         Company  previously  filed as  Exhibit  3.2 to the
                         Company's  Registration Statement No. 333-78657 on
                         Form S-1, and incorporated herein by reference.

4.3                      Form of Tanning Technology  Corporation 1997 Stock
                         Option Plan  previously  filed as exhibit 10.30 to
                         the Company's Registration Statement No. 333-78657
                         on Form S-1, and incorporated herein by reference.

4.6                      Form of Tanning Technology  Corporation 1998 Stock
                         Option Plan  previously  filed as exhibit 10.31 to
                         the Company's Registration Statement No. 333-78657
                         on Form S-1, and incorporated herein by reference.

5.1*                     Opinion  of   Frederick  H.  Fogel,   Esq.,   Vice
                         President of Business Affairs and General Counsel,
                         regarding  legality  of  shares  of  Common  Stock
                         covered by the Registration Statement.

23.1                     Consent  of   Frederick  H.  Fogel,   Esq.,   Vice
                         President of Business  Affairs and General Counsel
                         (included in Exhibit 5.1).

23.2*                    Consent of Ernst & Young LLP  (independent  public
                         accountants).

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