<PAGE>   1

     As filed with the Securities and Exchange Commission on March 17, 2000
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                             UNIVERSAL ACCESS, INC.
             (Exact name of Registrant as specified in its charter)

                Delaware                               36-4186543
        ------------------------        ---------------------------------------
        (State of Incorporation)        (I.R.S. Employer Identification Number)

                        100 North Riverside Plaza, Suite 2200
                            Chicago, Illinois 60606
                    (Address of Principal Executive Offices)

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

                     AMENDED 1998 EMPLOYEE STOCK OPTION PLAN
                                 1999 STOCK PLAN
                            1999 DIRECTOR OPTION PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

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

                                Patrick C. Shutt
                      President and Chief Executive Officer

                             UNIVERSAL ACCESS, INC.
                      100 North Riverside Plaza, Suite 2200
                             Chicago, Illinois 60606
                     (Name and address of agent for service)

                                 (312) 660-5000
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                              Donna Petkanics, Esq.
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                           Palo Alto, California 94304
                            Telephone: (650) 493-9300

================================================================================



<PAGE>   2

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
=============================================================================================================
<S>                                    <C>             <C>                <C>               <C>
        TITLE SECURITIES TO               AMOUNT        PROPOSED MAXIMUM  PROPOSED MAXIMUM     AMOUNT OF
           BE REGISTERED                   TO BE         OFFERING PRICE       AGGREGATE     REGISTRATION FEE
                                        REGISTERED        PER SHARE        OFFERING PRICE
=============================================================================================================
Options and underlying Common
Stock issued under the Amended
1998 Employee Stock Option Plan(1)     10,676,079           $ 1.88        $ 20,071,029         $ 5,299
Common Stock available for
issuance under the 1999 Stock
Plan(2)                                 8,680,200           $14.00        $121,522,800         $32,082
Options and underlying Common
Stock issued under the 1999 Stock
Plan(1)                                 1,315,800           $ 8.42        $ 11,079,036         $ 2,925
Common Stock to be issued under
the 1999 Employee Stock Purchase
Plan(3)                                   500,000           $12.75        $  6,375,000         $ 1,683
Common Stock to be issued under
the 1999 Director Option Plan(2)          500,000           $14.00        $  7,000,000         $ 1,848
                                       ----------           ------        ------------         -------

                             TOTAL:    21,672,079                         $166,047,865         $43,837
                                       ==========                         ============         =======
</TABLE>


 (1) Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, solely for the purpose of calculating the amount
     of the registration fee based on the weighted average exercise price per
     share covering authorized and outstanding options and underlying Common
     Stock under the Amended 1998 Employee Stock Option Plan and the 1999 Stock
     Plan.

 (2) Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, solely for the purpose of calculating the amount
     of the registration fee based on the initial public offering price of the
     Common Stock.

 (3) Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act, as amended, solely for the purpose of calculating the amount of the
     registration fee based upon 85% of the initial public offering price of the
     Common Stock (the price at which Common Stock may be sold to employees
     pursuant to the terms of this plan).


<PAGE>   3


                             UNIVERSAL ACCESS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

        1. The Company's Prospectus filed March 17, 2000 pursuant to Rule
424(B)(1) of the Securities Act of 1933, as amended (the "Securities Act")
relating to the Company's initial public offering of its Common Stock.

        2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated December 20, 1999, filed
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any further amendment or report filed hereafter for the purpose of
updating such description.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be 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 securities being registered by this Registration
Statement will be passed upon for the Company by Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California. As of the date of this
Registration Statement, WS Investment Company 99B, an investment partnership
composed of certain current and former members of and persons associated with
Wilson Sonsini Goodrich & Rosati beneficially own 105,894 shares of our common
stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a


                                      II-1

<PAGE>   4


manner he 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 his conduct was unlawful". With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor...[by reason
of his service in one of the capacities specified in the preceding sentence]
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."

        The Eighth Article of the Company's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.

        Article VI of the Company's Amended and Restated Bylaws provides for the
indemnification of officers, directors and third parties acting on behalf of the
Company if such person acted in good faith and in a manner reasonably believed
to be in and not opposed to the best interest of the Company, and, with respect
to any criminal action or proceeding, the indemnified party had no reason to
believe his or her conduct was unlawful.

        The Company has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Company's Amended and Restated Bylaws, and intends to enter into
indemnification agreements with any new directors and executive officers in the
future.

        The Company carries officer and director liability insurance with
respect to certain matters, including matters arising under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                           DESCRIPTION
   -------     -----------------------------------------------------
<S>           <C>
     4.1       Amended 1998 Employee Stock Option Plan
     4.2       1999 Stock Plan
     4.3       1999 Employee Stock Purchase Plan
     4.4       1999 Director Option Plan
     5.1       Opinion of counsel as to legality of securities being
               registered
    23.1       Consent of Independent Accountants
    23.2       Consent of counsel (contained in Exhibit 5.1)
    24.1       Power of Attorney (see page II-5)
</TABLE>

                                      II-2

<PAGE>   5


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, such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

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


                                      II-3

<PAGE>   6


                                   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 Chicago, State of Illinois, on March 17, 2000.

                                            UNIVERSAL ACCESS, INC.



                                            By: /s/ Patrick C. Shutt
                                                --------------------------------
                                                Patrick C. Shutt, President and
                                                Chief Executive Officer


                                      II-4

<PAGE>   7


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick C. Shutt and Donna M. Shore, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall do or cause to be done by virtue
hereof. Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on March 17, 2000 by the following persons in the
capacities indicated.


<TABLE>
<CAPTION>
                 SIGNATURE                                           TITLE
                 ---------                                           -----
<S>                                         <C>
         /s/ Patrick C. Shutt
    -----------------------------------         President, Chief Executive Officer and Director
             Patrick C. Shutt                            (Principal Executive Officer)


        /s/ Robert J. Pommer, Jr.
    -----------------------------------        Chief Operating Officer, Chief Technical Officer,
            Robert J. Pommer, Jr.                             Secretary and Director


        /s/ Donna M. Shore
    -----------------------------------      Executive Vice President, Chief Financial Officer and
            Donna M. Shore                                       Treasurer
                                                  (Principal Financial and Accounting Officer)


           /s/ Thomas Kapsalis
    -----------------------------------                             Director
               Thomas Kapsalis


      /s/ Roland A. Van der Meer
    -----------------------------------                             Director
          Roland A. Van der Meer



    -----------------------------------                             Director
              Robert A. Pollan


         /s/ Joseph L. Schocken
    -----------------------------------                             Director
             Joseph L. Schocken


            /s/ Paolo Guidi
    -----------------------------------                             Director
                Paolo Guidi


       /s/ John (Jack) F. Slevin
    -----------------------------------                             Director
           John (Jack) F. Slevin
</TABLE>

                                      II-5

<PAGE>   8


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                           DESCRIPTION
   -------     -----------------------------------------------------
<S>           <C>
     4.1       Amended 1998 Employee Stock Option Plan
     4.2       1999 Stock Plan
     4.3       1999 Employee Stock Purchase Plan
     4.4       1999 Director Option Plan
     5.1       Opinion of counsel as to legality of securities being
               registered
    23.1       Consent of Independent Accountants
    23.2       Consent of counsel (contained in Exhibit 5.1)
    24.1       Power of Attorney (see page II-5)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18823}]
{"company-data": {"conformed-name": "UNIVERSAL ACCESS INC", "cik": "0001070699", "assigned-sic": "4812", "irs-number": "36186543", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32682", "film-number": "572076"}, "business-address": {"street1": "100 N RIVERSIDE PLAZA SUITE 2200", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3126605000"}, "mail-address": {"street1": "100 N RIVERSIDE PLAZA SUITE 2200", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
1

     As filed with the Securities and Exchange Commission on March 17, 2000
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             UNIVERSAL ACCESS, INC.
             (Exact name of Registrant as specified in its charter)

                Delaware                               36-4186543
        ------------------------        ---------------------------------------
        (State of Incorporation)        (I.R.S. Employer Identification Number)

                        100 North Riverside Plaza, Suite 2200
                            Chicago, Illinois 60606
                    (Address of Principal Executive Offices)

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

                     AMENDED 1998 EMPLOYEE STOCK OPTION PLAN
                                 1999 STOCK PLAN
                            1999 DIRECTOR OPTION PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

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

                                Patrick C. Shutt
                      President and Chief Executive Officer

                             UNIVERSAL ACCESS, INC.
                      100 North Riverside Plaza, Suite 2200
                             Chicago, Illinois 60606
                     (Name and address of agent for service)

                                 (312) 660-5000
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                              Donna Petkanics, Esq.
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                           Palo Alto, California 94304
                            Telephone: (650) 493-9300

================================================================================
2
CALCULATION OF REGISTRATION FEE
=============================================================================================================
TITLE SECURITIES TO               AMOUNT        PROPOSED MAXIMUM  PROPOSED MAXIMUM     AMOUNT OF
           BE REGISTERED                   TO BE         OFFERING PRICE       AGGREGATE     REGISTRATION FEE
                                        REGISTERED        PER SHARE        OFFERING PRICE
=============================================================================================================
Options and underlying Common
Stock issued under the Amended
1998 Employee Stock Option Plan(1)     10,676,079           $ 1.88        $ 20,071,029         $ 5,299
Common Stock available for
issuance under the 1999 Stock
Plan(2)                                 8,680,200           $14.00        $121,522,800         $32,082
Options and underlying Common
Stock issued under the 1999 Stock
Plan(1)                                 1,315,800           $ 8.42        $ 11,079,036         $ 2,925
Common Stock to be issued under
the 1999 Employee Stock Purchase
Plan(3)                                   500,000           $12.75        $  6,375,000         $ 1,683
Common Stock to be issued under
the 1999 Director Option Plan(2)          500,000           $14.00        $  7,000,000         $ 1,848
                                       ----------           ------        ------------         -------

                             TOTAL:    21,672,079                         $166,047,865         $43,837
                                       ==========                         ============         =======
(1) Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, solely for the purpose of calculating the amount
     of the registration fee based on the weighted average exercise price per
     share covering authorized and outstanding options and underlying Common
     Stock under the Amended 1998 Employee Stock Option Plan and the 1999 Stock
     Plan.

 (2) Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, solely for the purpose of calculating the amount
     of the registration fee based on the initial public offering price of the
     Common Stock.

 (3) Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act, as amended, solely for the purpose of calculating the amount of the
     registration fee based upon 85% of the initial public offering price of the
     Common Stock (the price at which Common Stock may be sold to employees
     pursuant to the terms of this plan).
3

                             UNIVERSAL ACCESS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

        1. The Company's Prospectus filed March 17, 2000 pursuant to Rule
424(B)(1) of the Securities Act of 1933, as amended (the "Securities Act")
relating to the Company's initial public offering of its Common Stock.

        2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated December 20, 1999, filed
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any further amendment or report filed hereafter for the purpose of
updating such description.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be 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 securities being registered by this Registration
Statement will be passed upon for the Company by Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California. As of the date of this
Registration Statement, WS Investment Company 99B, an investment partnership
composed of certain current and former members of and persons associated with
Wilson Sonsini Goodrich & Rosati beneficially own 105,894 shares of our common
stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a

                                      II-1
4

manner he 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 his conduct was unlawful". With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor...[by reason
of his service in one of the capacities specified in the preceding sentence]
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."

        The Eighth Article of the Company's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.

        Article VI of the Company's Amended and Restated Bylaws provides for the
indemnification of officers, directors and third parties acting on behalf of the
Company if such person acted in good faith and in a manner reasonably believed
to be in and not opposed to the best interest of the Company, and, with respect
to any criminal action or proceeding, the indemnified party had no reason to
believe his or her conduct was unlawful.

        The Company has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Company's Amended and Restated Bylaws, and intends to enter into
indemnification agreements with any new directors and executive officers in the
future.

        The Company carries officer and director liability insurance with
respect to certain matters, including matters arising under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.
EXHIBIT
   NUMBER                           DESCRIPTION
   -------     -----------------------------------------------------
4.1       Amended 1998 Employee Stock Option Plan
     4.2       1999 Stock Plan
     4.3       1999 Employee Stock Purchase Plan
     4.4       1999 Director Option Plan
     5.1       Opinion of counsel as to legality of securities being
               registered
    23.1       Consent of Independent Accountants
    23.2       Consent of counsel (contained in Exhibit 5.1)
    24.1       Power of Attorney (see page II-5)
II-2
5

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, such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

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

                                      II-3
6

                                   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 Chicago, State of Illinois, on March 17, 2000.

                                            UNIVERSAL ACCESS, INC.

                                            By: /s/ Patrick C. Shutt
                                                --------------------------------
                                                Patrick C. Shutt, President and
                                                Chief Executive Officer

                                      II-4
7

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick C. Shutt and Donna M. Shore, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall do or cause to be done by virtue
hereof. Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on March 17, 2000 by the following persons in the
capacities indicated.
SIGNATURE                                           TITLE
                 ---------                                           -----
/s/ Patrick C. Shutt
    -----------------------------------         President, Chief Executive Officer and Director
             Patrick C. Shutt                            (Principal Executive Officer)

        /s/ Robert J. Pommer, Jr.
    -----------------------------------        Chief Operating Officer, Chief Technical Officer,
            Robert J. Pommer, Jr.                             Secretary and Director

        /s/ Donna M. Shore
    -----------------------------------      Executive Vice President, Chief Financial Officer and
            Donna M. Shore                                       Treasurer
                                                  (Principal Financial and Accounting Officer)

           /s/ Thomas Kapsalis
    -----------------------------------                             Director
               Thomas Kapsalis

      /s/ Roland A. Van der Meer
    -----------------------------------                             Director
          Roland A. Van der Meer

    -----------------------------------                             Director
              Robert A. Pollan

         /s/ Joseph L. Schocken
    -----------------------------------                             Director
             Joseph L. Schocken

            /s/ Paolo Guidi
    -----------------------------------                             Director
                Paolo Guidi

       /s/ John (Jack) F. Slevin
    -----------------------------------                             Director
           John (Jack) F. Slevin
II-5
8

                                INDEX TO EXHIBITS
EXHIBIT
   NUMBER                           DESCRIPTION
   -------     -----------------------------------------------------
4.1       Amended 1998 Employee Stock Option Plan
     4.2       1999 Stock Plan
     4.3       1999 Employee Stock Purchase Plan
     4.4       1999 Director Option Plan
     5.1       Opinion of counsel as to legality of securities being
               registered
    23.1       Consent of Independent Accountants
    23.2       Consent of counsel (contained in Exhibit 5.1)
    24.1       Power of Attorney (see page II-5)