Registration No. 333-______
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                               MORTGAGE.COM, INC.
             (Exact name of registrant as specified in its charter)

                    Florida                                  65-0435281
        (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                  Identification No.)

          1643 North Harrison Parkway                           33323
                Sunrise, Florida                             (Zip Code)
    (Address of principal executive offices)

            Amended and Restated Mortgage.com, Inc. Stock Option Plan
                            (Full title of the plan)
                                   Copies to:

    Seth S. Werner            Luther F. Sadler, Jr.
Chief Executive Officer          Foley & Lardner              Michael Brenner
  Mortgage.com, Inc.         The Greenleaf Building     Executive Vice President
1643 North Harrison Parkway     200 Laura Street           Mortgage.com, Inc.
Sunrise, Florida 33324   Jacksonville, Florida 32202 1643 North Harrison Parkway
    (954) 838-5000               (904) 359-7205          Sunrise, Florida 33324
(Name, address and telephone                                 (954) 838-5000
number, including area code,
   of agent for service)

                           --------------------------
                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
  Title of         Amount          Proposed       Proposed Maximum    Amount of
Securities to      to be       Maximum Offering      Aggregate      Registration
be Registered    Registered    Price Per Share     Offering Price       Fee
--------------------------------------------------------------------------------
Common Stock,    19,899,128
$.01 par value    shares           $2.46(1)         $48,970,208(1)     $12,928
--------------------------------------------------------------------------------

(1) Estimated  pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the exercise
prices of  outstanding  options for  12,302,236  shares of Common  Stock and the
average of the high and low prices of Common Stock on The Nasdaq Stock Market on
March 27, 2000 for 7,596,892 shares of Common Stock.

This registration statement also relates to an indeterminate number of shares of
Common Stock that may be issued upon stock  splits,  stock  dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933.

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

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               The document(s)  containing the  information  specified in Part I
will be sent or given to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act of 1933.  Such  documents  are not required to be filed with the
Securities  and  Exchange  Commission  ("Commission")  as part of this  Form S-8
Registration Statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------

               The   following   documents   have  been   previously   filed  by
Mortgage.com,  Inc. (the  "Company")  with the Commission  and are  incorporated
herein by reference:

               (a) The Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, which includes audited  financial  statements as of and
for the year ended December 31, 1998.

               (b) All other  reports  filed by the Company  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1999.

               (c) The  description of the Company's  Common Stock  contained in
Item 1 of the  Company's  Registration  Statement on Form 8-A,  dated August 11,
1999, filed with the Commission  pursuant to Section 12 of the Exchange Act, and
any amendments or reports filed for the purpose of updating such description.

               All  documents  subsequently  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing
of this  Registration  Statement  and prior to such time as the Company  files a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.        Description of Securities.
               -------------------------

               Not applicable.

Item 5.        Interests of Named Experts and Counsel.
               --------------------------------------

               The validity of the shares of Common Stock being  offered will be
passed  upon for the  Company  by Foley &  Lardner,  Jacksonville,  Florida.  An
individual attorney at Foley & Lardner beneficially owns 30,429 shares of Common
Stock.


                                      II-1
<PAGE>

Item 6.        Indemnification of Directors and Officers.
               -----------------------------------------

               Section  607.0850  of  the  Florida   Business   Corporation  Act
authorizes  a court to  award,  or  permits  a  Florida  corporation  to  grant,
indemnity to present or former directors and officers,  as well as certain other
persons  serving at the request of the corporation in related  capacities.  This
permitted  indemnity  is  sufficiently  broad  to  permit   indemnification  for
liabilities  arising under the Securities Act of 1933,  including  reimbursement
for expenses incurred.

               The indemnification authorized under Florida law is not exclusive
and is in addition to any other rights  granted to officers and directors  under
the Articles of Incorporation or Bylaws of the Company or any agreement  between
officers and directors and the Company.  The  Company's  Bylaws  provide for the
indemnification  of  directors,  former  directors  and  officers to the maximum
extent  permitted by Florida law. The  registrant's  Bylaws also provide that it
may purchase and maintain  insurance on behalf of a director or officer  against
liability  asserted  against  the  director  or  officer  in such  capacity.  In
addition,  the Company has entered  into  Indemnification  Agreements  with each
officer and director, other than John Buscema.

               Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission,  such  indemnification  is against  such public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant  of  expenses  and  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the Act, and
will be governed by the final adjudication of such issues.

Item 7.        Exemption from Registration Claimed.
               -----------------------------------

               Not Applicable.

Item 8.        Exhibits.
               --------

               The following  exhibits  have been filed (except where  otherwise
indicated) as part of this Registration Statement:

    Exhibit No.                  Exhibit
    ----------                   -------

       (4)       Amended and Restated Mortgage.Com, Inc. Stock Option Plan

       (5)       Opinion of Foley & Lardner

      (23.1)     Consent of KPMG LLP

      (23.2)     Consent of Foley & Lardner (contained in Exhibit 5 hereto)

       (24)      Power of Attorney relating to subsequent amendments
                 (included on the signature page to this Registration Statement)


                                     II-2
<PAGE>

Item 9.        Undertakings.
               ------------

               (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

               (b)  The  undersigned  Registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification  for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

               The  Registrant.  Pursuant to the  requirements of the Securities
Act of 1933, the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Sunrise, and State of Florida, on this
7th day of February, 2000.


                                        MORTGAGE.COM, INC.


                                        By: /s/  Seth S. Werner
                                           ----------------------------------
                                           Seth S. Werner
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

               Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Seth S. Werner, John J. Hogan and Edwin D. Johnson, and
each of them  individually,  his or her true  and  lawful  attorney-in-fact  and
agent, with full power of substitution and revocation, for him or her and in his
or her name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.



                                      S-1
<PAGE>

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


/s/  Seth S. Werner       President, Chief Executive Officer
------------------------- (Principal Executive Officer) and
Seth S. Werner            Chairman of the Board                 February 7, 2000


/s/  Edwin D. Johnson     Senior Vice President and Chief
------------------------- Financial Officer (Principal
Edwin D. Johnson          Financial and Accounting Officer)     February 7, 2000


/s/  John J. Hogan
-------------------------
John J. Hogan             Director                              February 7, 2000


-------------------------
David W. Larson           Director                              February _, 2000


/s/ Stephen L. Green
-------------------------
Stephen L. Green          Director                              February 9, 2000


/s/ Michael K. Lee
-------------------------
Michael K. Lee            Director                              February 9, 2000


/s/  George A. Naddaff
-------------------------
George A. Naddaff         Vice Chairman of the Board            February 7, 2000



                                      S-2
<PAGE>

                                  EXHIBIT INDEX

            AMENDED AND RESTATED MORTGAGE.COM, INC. STOCK OPTION PLAN


  Exhibit No.                           Exhibit
  ----------                            -------

      (4)              Amended and Restated Mortgage.com, Inc. Stock Option Plan

      (5)              Opinion of Foley & Lardner

     (23.1)            Consent of KPMG LLP

     (23.2)            Consent  of  Foley &  Lardner  (contained  in  Exhibit  5
                       hereto)

      (24)             Power  of  Attorney  relating  to  subsequent  amendments
                       (included  on the  signature  page to  this  Registration
                       Statement)
[{"type": "S-8", "sequence": "1", "description": "MORTGAGE.COM,INC. FORM S-8", "secsgml_size_bytes": 16467}]
{"company-data": {"conformed-name": "MORTGAGE COM INC", "cik": "0001081182", "assigned-sic": "6162", "irs-number": "650435281", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33582", "film-number": "586098"}, "business-address": {"street1": "1643 NORTH HARRISON PARKWAY", "city": "SUNRISE", "state": "FL", "zip": "33323", "phone": "9548385000"}, "mail-address": {"street1": "1643 NORTH HARRISON PARKWAY", "city": "SUNRISE", "state": "FL", "zip": "33323"}}
Registration No. 333-______
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                               MORTGAGE.COM, INC.
             (Exact name of registrant as specified in its charter)

                    Florida                                  65-0435281
        (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                  Identification No.)

          1643 North Harrison Parkway                           33323
                Sunrise, Florida                             (Zip Code)
    (Address of principal executive offices)

            Amended and Restated Mortgage.com, Inc. Stock Option Plan
                            (Full title of the plan)
                                   Copies to:

    Seth S. Werner            Luther F. Sadler, Jr.
Chief Executive Officer          Foley & Lardner              Michael Brenner
  Mortgage.com, Inc.         The Greenleaf Building     Executive Vice President
1643 North Harrison Parkway     200 Laura Street           Mortgage.com, Inc.
Sunrise, Florida 33324   Jacksonville, Florida 32202 1643 North Harrison Parkway
    (954) 838-5000               (904) 359-7205          Sunrise, Florida 33324
(Name, address and telephone                                 (954) 838-5000
number, including area code,
   of agent for service)

                           --------------------------
                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
  Title of         Amount          Proposed       Proposed Maximum    Amount of
Securities to      to be       Maximum Offering      Aggregate      Registration
be Registered    Registered    Price Per Share     Offering Price       Fee
--------------------------------------------------------------------------------
Common Stock,    19,899,128
$.01 par value    shares           $2.46(1)         $48,970,208(1)     $12,928
--------------------------------------------------------------------------------

(1) Estimated  pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the exercise
prices of  outstanding  options for  12,302,236  shares of Common  Stock and the
average of the high and low prices of Common Stock on The Nasdaq Stock Market on
March 27, 2000 for 7,596,892 shares of Common Stock.

This registration statement also relates to an indeterminate number of shares of
Common Stock that may be issued upon stock  splits,  stock  dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933.

                        ---------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               The document(s)  containing the  information  specified in Part I
will be sent or given to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act of 1933.  Such  documents  are not required to be filed with the
Securities  and  Exchange  Commission  ("Commission")  as part of this  Form S-8
Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------

               The   following   documents   have  been   previously   filed  by
Mortgage.com,  Inc. (the  "Company")  with the Commission  and are  incorporated
herein by reference:

               (a) The Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, which includes audited  financial  statements as of and
for the year ended December 31, 1998.

               (b) All other  reports  filed by the Company  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1999.

               (c) The  description of the Company's  Common Stock  contained in
Item 1 of the  Company's  Registration  Statement on Form 8-A,  dated August 11,
1999, filed with the Commission  pursuant to Section 12 of the Exchange Act, and
any amendments or reports filed for the purpose of updating such description.

               All  documents  subsequently  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing
of this  Registration  Statement  and prior to such time as the Company  files a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.        Description of Securities.
               -------------------------

               Not applicable.

Item 5.        Interests of Named Experts and Counsel.
               --------------------------------------

               The validity of the shares of Common Stock being  offered will be
passed  upon for the  Company  by Foley &  Lardner,  Jacksonville,  Florida.  An
individual attorney at Foley & Lardner beneficially owns 30,429 shares of Common
Stock.

                                      II-1
Item 6.        Indemnification of Directors and Officers.
               -----------------------------------------

               Section  607.0850  of  the  Florida   Business   Corporation  Act
authorizes  a court to  award,  or  permits  a  Florida  corporation  to  grant,
indemnity to present or former directors and officers,  as well as certain other
persons  serving at the request of the corporation in related  capacities.  This
permitted  indemnity  is  sufficiently  broad  to  permit   indemnification  for
liabilities  arising under the Securities Act of 1933,  including  reimbursement
for expenses incurred.

               The indemnification authorized under Florida law is not exclusive
and is in addition to any other rights  granted to officers and directors  under
the Articles of Incorporation or Bylaws of the Company or any agreement  between
officers and directors and the Company.  The  Company's  Bylaws  provide for the
indemnification  of  directors,  former  directors  and  officers to the maximum
extent  permitted by Florida law. The  registrant's  Bylaws also provide that it
may purchase and maintain  insurance on behalf of a director or officer  against
liability  asserted  against  the  director  or  officer  in such  capacity.  In
addition,  the Company has entered  into  Indemnification  Agreements  with each
officer and director, other than John Buscema.

               Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission,  such  indemnification  is against  such public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant  of  expenses  and  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the Act, and
will be governed by the final adjudication of such issues.

Item 7.        Exemption from Registration Claimed.
               -----------------------------------

               Not Applicable.

Item 8.        Exhibits.
               --------

               The following  exhibits  have been filed (except where  otherwise
indicated) as part of this Registration Statement:

    Exhibit No.                  Exhibit
    ----------                   -------

       (4)       Amended and Restated Mortgage.Com, Inc. Stock Option Plan

       (5)       Opinion of Foley & Lardner

      (23.1)     Consent of KPMG LLP

      (23.2)     Consent of Foley & Lardner (contained in Exhibit 5 hereto)

       (24)      Power of Attorney relating to subsequent amendments
                 (included on the signature page to this Registration Statement)

                                     II-2
Item 9.        Undertakings.
               ------------

               (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

               (b)  The  undersigned  Registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification  for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

               The  Registrant.  Pursuant to the  requirements of the Securities
Act of 1933, the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Sunrise, and State of Florida, on this
7th day of February, 2000.

                                        MORTGAGE.COM, INC.

                                        By: /s/  Seth S. Werner
                                           ----------------------------------
                                           Seth S. Werner
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

               Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Seth S. Werner, John J. Hogan and Edwin D. Johnson, and
each of them  individually,  his or her true  and  lawful  attorney-in-fact  and
agent, with full power of substitution and revocation, for him or her and in his
or her name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.

                                      S-1
Signature                  Title                            Date
        ---------                  -----                            ----

/s/  Seth S. Werner       President, Chief Executive Officer
------------------------- (Principal Executive Officer) and
Seth S. Werner            Chairman of the Board                 February 7, 2000

/s/  Edwin D. Johnson     Senior Vice President and Chief
------------------------- Financial Officer (Principal
Edwin D. Johnson          Financial and Accounting Officer)     February 7, 2000

/s/  John J. Hogan
-------------------------
John J. Hogan             Director                              February 7, 2000

-------------------------
David W. Larson           Director                              February _, 2000

/s/ Stephen L. Green
-------------------------
Stephen L. Green          Director                              February 9, 2000

/s/ Michael K. Lee
-------------------------
Michael K. Lee            Director                              February 9, 2000

/s/  George A. Naddaff
-------------------------
George A. Naddaff         Vice Chairman of the Board            February 7, 2000

                                      S-2
EXHIBIT INDEX

            AMENDED AND RESTATED MORTGAGE.COM, INC. STOCK OPTION PLAN

  Exhibit No.                           Exhibit
  ----------                            -------

      (4)              Amended and Restated Mortgage.com, Inc. Stock Option Plan

      (5)              Opinion of Foley & Lardner

     (23.1)            Consent of KPMG LLP

     (23.2)            Consent  of  Foley &  Lardner  (contained  in  Exhibit  5
                       hereto)

      (24)             Power  of  Attorney  relating  to  subsequent  amendments
                       (included  on the  signature  page to  this  Registration
                       Statement)