As filed with the Securities and Exchange Commission on March 31, 1999
                                                        Registration No.  333-
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                             theglobe.com, inc.
           (Exact name of registrant as specified in its charter)

         Delaware                                              14-1781422
     (State or other                                        (I.R.S. Employer
     jurisdiction of                                     Identification Number)
     incorporation or
      organization)
                            31 West 21st Street
                          New York, New York 10010
                          (Address of registrant's
                        principal executive offices)

            theglobe.com, inc. 1999 EMPLOYEE STOCK PURCHASE PLAN
                   factorymall.com 1998 STOCK OPTION PLAN
                         (Full title of the plans)
 CERTAIN SHARES WHICH MAY BE ISSUED TO JAMES McGOODWIN, KEVIN McKEOWN AND
  MARK TUCKER PURSUANT TO STOCK OPTION AGREEMENTS DATED FEBRUARY 1, 1999

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

                      CALCULATION OF REGISTRATION FEE

===============================================================================
                                           Proposed      Proposed
    Title of Securities       Amount to    Maximum       Maximum      Amount of
    to be Registered (6)         be        Offering     Aggregate   Registration
                             Registered   Price Per      Offering        Fee
                                 (1)        Share         Price
-------------------------------------------------------------------------------

Common Stock, par value        200,000     $51.875      $10,375,000   $3,060.63
$.001 per share                              (2)          (2)
-------------------------------------------------------------------------------

Common Stock, par value        120,000   $60.125 (3)   $7,215,000     $2,128.43
$.001 per share                                           (3)
-------------------------------------------------------------------------------

Common Stock, par value        41,017    $22.648 (5)  $928,953.01       $274.04
$.001 per share                  (4)                      (5)
===============================================================================

Total Registration fee                                                $5,463.10
===============================================================================

(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 of 1933 based upon the
     average of the high and low prices of the Registrant's common stock,
     par value $.001 per share ("Common Stock"), as reported by the NASOAQ
     National Marketing System on March 30, 1999.
(3)  Pursuant to Rule 457 (h) of the Securities Act, the amounts are
     calculated based upon the maximum price at which stock options
     covering the registered shares of Common Stock may be exercised.
(4)  Represents the number of shares of Common Stock reserved for issuance
     as a result of the conversion of options to purchase stock of
     factorymall.com, inc., into options to purchase Common Stock pursuant
     to an Agreement and Plan of Merger, dated as of February 1, 1999,
     between theglobe.com, inc., factorymall.com, inc., Nirvana Acquisition
     Corp. and certain shareholders thereof.
(5)  Pursuant to Rule 457(h) of the Securities Act, the amounts are
     calculated based upon the weighted average exercise price at which
     stock options, as converted, covering the registered shares of Common
     Stock may be exercised.
(6)  The Common Stock referred to herein includes Preferred Stock Purchase
     Rights (the "Rights"). The Rights will be associated and trade with
     the Common Stock. The value, if any, of the Rights will be reflected
     in the market price of the Common Stock.
<PAGE>
                                   PART I
EXPLANATORY NOTE

          This Form S-8 Registration Statement relates to

          (a)  200,000  shares of common stock of  theglobe.com,  inc., par
               value  $.001 per share (the  "Common  Stock"),  which may be
               issued  under our 1999  Employee  Stock  Purchase  Plan (the
               "ESPP"),

          (b)  120,000  shares  of  Common  Stock,  40,000  of which may be
               issued to each of Messrs. James McGoodwin, Kevin McKeown and
               Mark Tucker upon the exercise of non-qualified stock options
               granted to each of them on February 1, 1999, and

          (c)  41,017  shares of Common  Stock which may be issued upon the
               exercise of options granted under the factorymall.com,  inc.
               1998 Stock Option Plan (the "factorymall stock plan").

          Pursuant  to the  Agreement  and  Plan  of  Merger  by and  among
theglobe.com,  inc.,  factorymall.com,  inc., Nirvana Acquisition Corp. and
certain shareholders thereof, the following events among others, occurred:

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

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

          (c)  theglobe  assumed the  obligations of factorymall  under the
               factorymall stock plan.

          In  addition,  when we acquired  factorymall,  we granted each of
Messrs. McGoodwin, McKeown and Tucker nonqualified stock options to acquire
40,000 shares of Common Stock.

          The documents containing  information specified by Part I of this
Registration  Statement have been or will be sent or given to  participants
in the "ESPP," holders of options granted under the factorymall stock plan,
and to Messrs. McGoodwin, McKeown and Tucker 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  theglobe.com,  inc., a
Delaware corporation.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference

          We file annual,  quarterly and special reports,  proxy statements
and other  information  with the SEC. You may read and copy any document we
file at the SEC's public reference rooms in Washington,  D.C., New York, NY
and  Chicago,  IL.  Please  call  the  SEC at  1-800-SEC-0330  for  further
information  on the  public  reference  rooms.  Our SEC  filings  are  also
available  to the  public  from the SEC's  web site at  http://www.sec.gov.
Reports,  proxy and information statements and other information concerning
us can also be inspected at the offices of the New York Stock Exchange,  20
Broad Street, New York, NY 10005.

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

          (b)  Our Annual Report on Form 10-K, filed with the SEC on March
               30, 1999 for the fiscal year ended December 31, 1998;

          (c)  Our  Current  Reports  on Form  8-K  filed  with  the SEC on
               February 16, 1999, February 19, 1999, and April 1, 1999.

          Item 4. Description of Securities

          Not  applicable.

          Item 5. Interests of Named Experts and Counsel

          Not  applicable.

          Item 6. Indemnification of Directors and Officers

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

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

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

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

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

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

          Item 7. Exemption from Registration Claimed

          Not applicable.

          Item 8. Exhibits

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

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

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

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

4.4                     Agreement and Plan of Merger,  dated as of February
                        1,  1999,   by  and  among  the  Company,   Nirvana
                        Acquisition   Corp.,   factorymall.com,   inc.  and
                        certain  shareholders  thereof  previously filed as
                        Exhibit 2.1 to the Company's Current Report on Form
                        8-K filed with the SEC on February  16,  1999,  and
                        incorporated herein by reference

4.5                     theglobe.com,  inc.  1999 Employee  Stock  Purchase
                        Plan filed as Exhibit 10.16 to the Company's Annual
                        Report  on Form  10-K  for the  fiscal  year  ended
                        December  31,  1998 filed with the SEC on March 30,
                        1999, and incorporated herein by reference

4.6                     factorymall.com, inc. 1998 Stock Option Plan

4.7                     Form of Nonqualified  Stock  Option  Agreement with
                        James McGoodwin, Kevin McKeown and Mark Tucker

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

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

23.2                    Consent of KPMG LLP (independent public accountants)
<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
March 26, 1999.

                                                theglobe.com, inc.



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

                                                  Co-Chief Executive Officer
                                                  and Co-President


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

                                                  Co-Chief Executive Officer,
                                                  Co-President and Secretary

                             POWER OF ATTORNEY

          KNOW BY ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of theglobe.com,
inc., a Delaware corporation, do hereby constitute and appoint Michael S.
Egan, Todd V. Krizelman and Stephan J. Paternot, and each of them, the
lawful attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the
Securities Act and any rules or regulations or requirements of the
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 that all said attorneys and
agents, or any one of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
<PAGE>
          IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

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

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

/s/ Michael S. Egan         Chairman                        March 26, 1999
---------------------------
      Michael S. Egan


/s/ Todd V. Krizelman       Co-Chief Executive Officer,     March 26, 1999
--------------------------- Co-President and Director
     Todd V. Krizelman


/s/ Stephan J. Paternot     Co-Chief Executive              March 26, 1999
--------------------------- Officer, Co-President,
    Stephan J. Paternot     Secretary and Director


/s/ Francis T. Joyce        Vice President and Chief        March 26, 1999
--------------------------- Financial Officer
     Francis T. Joyce       (Principal Accounting
                            Officer)

/s/ Edward A. Cespedes      Director                        March 26, 1999
---------------------------
    Edward A. Cespedes


                            Director                        March 26, 1999
---------------------------
     Rosalie V. Arthur


/s/ Robert M. Halperin      Director                        March 26, 1999
---------------------------
    Robert M. Halperin


/s/ David H. Horowitz       Director                        March 26, 1999
---------------------------
     David H. Horowitz


                            Director                        March 26, 1999
---------------------------
     H. Wayne Huizenga


                            Director                        March 26, 1999
---------------------------
      Henry C. Duques
<PAGE>
                             Index to Exhibits

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

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

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

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

4.4                     Agreement and Plan of Merger,  dated as of February
                        1,  1999,   by  and  among  the  Company,   Nirvana
                        Acquisition   Corp.,   factorymall.com,   inc.  and
                        certain  shareholders  thereof  previously filed as
                        Exhibit 2.1 to the Company's Current Report on Form
                        8-K filed with the SEC or February  16,  1999,  and
                        incorporated herein by reference

4.5                     theglobe.com,  inc.  1999 Employee  Stock  Purchase
                        Plan filed as Exhibit 10.16 to the Company's Annual
                        Report  on Form  10-K  for the  fiscal  year  ended
                        December  31,  1998 filed with the SEC on March 30,
                        1999, and incorporated herein by reference

4.6                     factorymall.com, inc. 1998 Stock Option Plan

4.7                     Form  of  Nonqualified Stock  Option  Agreement with
                        James McGoodwin, Kevin McKeown and Mark Tucker

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

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

23.2                    Consent of KPMG LLP (independent public accountants)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27341}]
{"company-data": {"conformed-name": "THEGLOBE COM INC", "cik": "0001066684", "assigned-sic": "7310", "irs-number": "141781422", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75503", "film-number": "99585798"}, "business-address": {"street1": "31 WEST 21ST STREET", "city": "NEW YORK", "state": "NY", "zip": "10010", "phone": "2128860800"}, "mail-address": {"street1": "31 WEST 21ST STREET", "city": "NEW YORK", "state": "NY", "zip": "10010"}}
As filed with the Securities and Exchange Commission on March 31, 1999
                                                        Registration No.  333-
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                             theglobe.com, inc.
           (Exact name of registrant as specified in its charter)

         Delaware                                              14-1781422
     (State or other                                        (I.R.S. Employer
     jurisdiction of                                     Identification Number)
     incorporation or
      organization)
                            31 West 21st Street
                          New York, New York 10010
                          (Address of registrant's
                        principal executive offices)

            theglobe.com, inc. 1999 EMPLOYEE STOCK PURCHASE PLAN
                   factorymall.com 1998 STOCK OPTION PLAN
                         (Full title of the plans)
 CERTAIN SHARES WHICH MAY BE ISSUED TO JAMES McGOODWIN, KEVIN McKEOWN AND
  MARK TUCKER PURSUANT TO STOCK OPTION AGREEMENTS DATED FEBRUARY 1, 1999

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

                      CALCULATION OF REGISTRATION FEE

===============================================================================
                                           Proposed      Proposed
    Title of Securities       Amount to    Maximum       Maximum      Amount of
    to be Registered (6)         be        Offering     Aggregate   Registration
                             Registered   Price Per      Offering        Fee
                                 (1)        Share         Price
-------------------------------------------------------------------------------

Common Stock, par value        200,000     $51.875      $10,375,000   $3,060.63
$.001 per share                              (2)          (2)
-------------------------------------------------------------------------------

Common Stock, par value        120,000   $60.125 (3)   $7,215,000     $2,128.43
$.001 per share                                           (3)
-------------------------------------------------------------------------------

Common Stock, par value        41,017    $22.648 (5)  $928,953.01       $274.04
$.001 per share                  (4)                      (5)
===============================================================================

Total Registration fee                                                $5,463.10
===============================================================================

(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 of 1933 based upon the
     average of the high and low prices of the Registrant's common stock,
     par value $.001 per share ("Common Stock"), as reported by the NASOAQ
     National Marketing System on March 30, 1999.
(3)  Pursuant to Rule 457 (h) of the Securities Act, the amounts are
     calculated based upon the maximum price at which stock options
     covering the registered shares of Common Stock may be exercised.
(4)  Represents the number of shares of Common Stock reserved for issuance
     as a result of the conversion of options to purchase stock of
     factorymall.com, inc., into options to purchase Common Stock pursuant
     to an Agreement and Plan of Merger, dated as of February 1, 1999,
     between theglobe.com, inc., factorymall.com, inc., Nirvana Acquisition
     Corp. and certain shareholders thereof.
(5)  Pursuant to Rule 457(h) of the Securities Act, the amounts are
     calculated based upon the weighted average exercise price at which
     stock options, as converted, covering the registered shares of Common
     Stock may be exercised.
(6)  The Common Stock referred to herein includes Preferred Stock Purchase
     Rights (the "Rights"). The Rights will be associated and trade with
     the Common Stock. The value, if any, of the Rights will be reflected
     in the market price of the Common Stock.
PART I
EXPLANATORY NOTE

          This Form S-8 Registration Statement relates to

          (a)  200,000  shares of common stock of  theglobe.com,  inc., par
               value  $.001 per share (the  "Common  Stock"),  which may be
               issued  under our 1999  Employee  Stock  Purchase  Plan (the
               "ESPP"),

          (b)  120,000  shares  of  Common  Stock,  40,000  of which may be
               issued to each of Messrs. James McGoodwin, Kevin McKeown and
               Mark Tucker upon the exercise of non-qualified stock options
               granted to each of them on February 1, 1999, and

          (c)  41,017  shares of Common  Stock which may be issued upon the
               exercise of options granted under the factorymall.com,  inc.
               1998 Stock Option Plan (the "factorymall stock plan").

          Pursuant  to the  Agreement  and  Plan  of  Merger  by and  among
theglobe.com,  inc.,  factorymall.com,  inc., Nirvana Acquisition Corp. and
certain shareholders thereof, the following events among others, occurred:

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

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

          (c)  theglobe  assumed the  obligations of factorymall  under the
               factorymall stock plan.

          In  addition,  when we acquired  factorymall,  we granted each of
Messrs. McGoodwin, McKeown and Tucker nonqualified stock options to acquire
40,000 shares of Common Stock.

          The documents containing  information specified by Part I of this
Registration  Statement have been or will be sent or given to  participants
in the "ESPP," holders of options granted under the factorymall stock plan,
and to Messrs. McGoodwin, McKeown and Tucker 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  theglobe.com,  inc., a
Delaware corporation.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference

          We file annual,  quarterly and special reports,  proxy statements
and other  information  with the SEC. You may read and copy any document we
file at the SEC's public reference rooms in Washington,  D.C., New York, NY
and  Chicago,  IL.  Please  call  the  SEC at  1-800-SEC-0330  for  further
information  on the  public  reference  rooms.  Our SEC  filings  are  also
available  to the  public  from the SEC's  web site at  http://www.sec.gov.
Reports,  proxy and information statements and other information concerning
us can also be inspected at the offices of the New York Stock Exchange,  20
Broad Street, New York, NY 10005.

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

          (b)  Our Annual Report on Form 10-K, filed with the SEC on March
               30, 1999 for the fiscal year ended December 31, 1998;

          (c)  Our  Current  Reports  on Form  8-K  filed  with  the SEC on
               February 16, 1999, February 19, 1999, and April 1, 1999.

          Item 4. Description of Securities

          Not  applicable.

          Item 5. Interests of Named Experts and Counsel

          Not  applicable.

          Item 6. Indemnification of Directors and Officers

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

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

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

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

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

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

          Item 7. Exemption from Registration Claimed

          Not applicable.

          Item 8. Exhibits

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

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

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

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

4.4                     Agreement and Plan of Merger,  dated as of February
                        1,  1999,   by  and  among  the  Company,   Nirvana
                        Acquisition   Corp.,   factorymall.com,   inc.  and
                        certain  shareholders  thereof  previously filed as
                        Exhibit 2.1 to the Company's Current Report on Form
                        8-K filed with the SEC on February  16,  1999,  and
                        incorporated herein by reference

4.5                     theglobe.com,  inc.  1999 Employee  Stock  Purchase
                        Plan filed as Exhibit 10.16 to the Company's Annual
                        Report  on Form  10-K  for the  fiscal  year  ended
                        December  31,  1998 filed with the SEC on March 30,
                        1999, and incorporated herein by reference

4.6                     factorymall.com, inc. 1998 Stock Option Plan

4.7                     Form of Nonqualified  Stock  Option  Agreement with
                        James McGoodwin, Kevin McKeown and Mark Tucker

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

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

23.2                    Consent of KPMG LLP (independent public accountants)
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
March 26, 1999.

                                                theglobe.com, inc.

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

                                                  Co-Chief Executive Officer
                                                  and Co-President

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

                                                  Co-Chief Executive Officer,
                                                  Co-President and Secretary

                             POWER OF ATTORNEY

          KNOW BY ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of theglobe.com,
inc., a Delaware corporation, do hereby constitute and appoint Michael S.
Egan, Todd V. Krizelman and Stephan J. Paternot, and each of them, the
lawful attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the
Securities Act and any rules or regulations or requirements of the
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 that all said attorneys and
agents, or any one of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

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

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

/s/ Michael S. Egan         Chairman                        March 26, 1999
---------------------------
      Michael S. Egan

/s/ Todd V. Krizelman       Co-Chief Executive Officer,     March 26, 1999
--------------------------- Co-President and Director
     Todd V. Krizelman

/s/ Stephan J. Paternot     Co-Chief Executive              March 26, 1999
--------------------------- Officer, Co-President,
    Stephan J. Paternot     Secretary and Director

/s/ Francis T. Joyce        Vice President and Chief        March 26, 1999
--------------------------- Financial Officer
     Francis T. Joyce       (Principal Accounting
                            Officer)

/s/ Edward A. Cespedes      Director                        March 26, 1999
---------------------------
    Edward A. Cespedes

                            Director                        March 26, 1999
---------------------------
     Rosalie V. Arthur

/s/ Robert M. Halperin      Director                        March 26, 1999
---------------------------
    Robert M. Halperin

/s/ David H. Horowitz       Director                        March 26, 1999
---------------------------
     David H. Horowitz

                            Director                        March 26, 1999
---------------------------
     H. Wayne Huizenga

                            Director                        March 26, 1999
---------------------------
      Henry C. Duques
Index to Exhibits

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

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

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

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

4.4                     Agreement and Plan of Merger,  dated as of February
                        1,  1999,   by  and  among  the  Company,   Nirvana
                        Acquisition   Corp.,   factorymall.com,   inc.  and
                        certain  shareholders  thereof  previously filed as
                        Exhibit 2.1 to the Company's Current Report on Form
                        8-K filed with the SEC or February  16,  1999,  and
                        incorporated herein by reference

4.5                     theglobe.com,  inc.  1999 Employee  Stock  Purchase
                        Plan filed as Exhibit 10.16 to the Company's Annual
                        Report  on Form  10-K  for the  fiscal  year  ended
                        December  31,  1998 filed with the SEC on March 30,
                        1999, and incorporated herein by reference

4.6                     factorymall.com, inc. 1998 Stock Option Plan

4.7                     Form  of  Nonqualified Stock  Option  Agreement with
                        James McGoodwin, Kevin McKeown and Mark Tucker

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

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

23.2                    Consent of KPMG LLP (independent public accountants)