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 jurisdiction                   (I.R.S. Employer
  of incorporation or organization)              Identification Number)


                              110 E. BROWARD BLVD.
                                   14TH FLOOR
                            FORT LAUDERDALE, FL 33301
              (Address of registrant's principal executive offices)

        CERTAIN SHARES TO BE ISSUED TO KELLIE SMYTHE PURSUANT TO THE NON-
              QUALIFIED STOCK OPTION AGREEMENT DATED JULY 17, 2003


         THEGLOBE.COM, INC. 2003 SALES REPRESENTATIVE STOCK OPTION PLAN
                            (Full title of the plans)

                     Prentice Hall Corporation System, Inc.
                        2711 Centerville Road, Suite 400
                              Wilmington, DE 19808

           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE


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

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum          Proposed Maximum
     Title of Securities          Amount to be         Offering Price              Aggregate          Amount of Registration
       to be Registered           Registered(1)           Per Share              Offering Price                 Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                  <C>                         <C>
Common Stock, par value $.001        500,000              $0.20(2)                $100,000                  $  8.09
per share                            shares

Common Stock, par value $.001                             $1.81(3)              $1,810,000                  $146.43
per share                            1,000,000
                                     shares
----------------------------------------------------------------------------------------------------------------------------
Total:                               1,500,000                                  $1,910,000                  $154.52
                                     shares
</TABLE>


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

(3)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(h) of the Securities Act based upon the average of
         the high and low prices of the  Registrant's  common  stock,  par value
         $.001 per share, as reported by the Over the Counter  Bulletin Board on
         December 4, 2003.


<PAGE>



                                     PART I

EXPLANATORY NOTE

         This Form S-8 Registration Statement relates to:

         (i)      500,000  shares of common  stock of  theglobe.com,  inc.,  par
                  value $.001 per share (the  "Common  Stock"),  to be issued to
                  Kellie L. Smythe  pursuant to the  Non-Qualified  Stock Option
                  Agreement dated July 17, 2003; and

         (ii)     1,000,000 shares of Common Stock of theglobe.com,  inc., which
                  may be issued under our 2003 Sales Representative Stock Option
                  Plan (the "2003 Plan").

         The  documents  containing  information  specified  by  Part I of  this
Registration  Statement will be sent or given to Kellie L. Smythe and to holders
of options  granted  under the 2003 Plan,  as  applicable,  as specified in Rule
428(b)(1)  promulgated  by the  Securities  and  Exchange  Commission  under the
Securities Act of 1933, as amended (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 the Registration  Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act. In addition,  the statement required to be made pursuant to Item
2 of Part I shall be contained in the Section 10(a) prospectus.

         Reference  herein  to "the  Company"  or "the  Registrant"  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.

         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 Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the termination of the offering:


<PAGE>

         (a)      Our Registration Statements on Form S-1, filed with the SEC on
                  November  12,  1998  and May 19,  1999,  in  which  there  are
                  described the terms,  rights and  provision  applicable to our
                  outstanding Common Stock; and

         (b)      Our Annual  Report on Form  10-K,  filed with the SEC on March
                  31,  2003 for the fiscal  year ended  December  31,  2002,  as
                  amended by Form  10-K/A  filed with the SEC on  September  23,
                  2003.

         (c)      Our Quarterly  Report on Form 10-QSB filed with the SEC on May
                  15, 2003 for the quarter ended March 31, 2003.

         (d)      Our  Quarterly  Report on Form  10-QSB  filed  with the SEC on
                  August 14, 2003 for the quarter ended June 30, 2003.

         (e)      Our  Quarterly  Report on Form  10-QSB  filed  with the SEC on
                  November 14, 2003 for the quarter ended September 30, 2003

         (f)      Our Current Reports on Form 8-K filed with the SEC on July 11,
                  2003, June 6, 2003, April 21, 2003 and March 3, 2003.

         (g)      Our Current  Report on Form 8-K/A filed with the SEC on August
                  11, 2003.

         Item 4.  Description of Securities

         Not applicable.

         Item 5.

         Not applicable.

         Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
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.


                                       2
<PAGE>

         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  and officers  arising in  connection  with the service of such
directors and officers to the fullest extent permitted by Delaware law.

         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 person
while acting as a director or officer.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

EXHIBIT NO.       DESCRIPTION OF EXHIBITS

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/A and incorporated herein by reference.

4.2               Certificate  of  Amendment  to  Fourth  Amended  and  Restated
                  Certificate of Incorporation of the Company



                                       3
<PAGE>

4.3               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.

4.4*              Amended & Restated  Nonqualified  Stock Option  Agreement with
                  Kellie L. Smythe

4.5*              Form of thegloble.com,  inc. 2003 Sales  Representative  Stock
                  Option Plan

5.1*              Opinion of Proskauer Rose LLP

23.1              Consent of Proskauer Rose LLP (included in Exhibit 5.1)

23.2*             Consent of KPMG LLP (independent public accountants)

23.3*             Consent of Rachlin Cohen & Holtz LLP

24*               Power of Attorney (contained on the signature page hereto)

-------------------
*  filed herewith

         Item 9.  Undertakings

         The Company hereby undertakes:

         (a)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)      To include any  prospectus  required by Section 10(a)
                           (3) of the Securities Act;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in this Registrations 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.



                                       4
<PAGE>

         (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  ground 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 Fort Lauderdale,  State of Florida,  on December 10,
2003.



                                       theglobe.com, inc.


                                       By: /s/ Robin M. Segaul Lebowitz
                                          ------------------------------------
                                          Robin M. Segaul Lebowitz,
                                          Chief Financial Officer, Secretary
                                          and Treasurer (Principal Financial and
                                          Accounting Officer)





                                       5
<PAGE>


                                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 Robin M. Segaul Lebowitz
the lawful  attorney-in-fact  and agent with full power and  authority to do any
and all acts and  things  and to  execute  any and all  instruments  which  said
attorney  and agent  determines  may be  necessary  or  advisable or required to
enable  said  corporation  to comply  with the  Securities  Act and any rules or
regulations  or  requirements  of the SEC in connection  with this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereof,  and each of the
undersigned  hereby  ratifies and confirms that said attorney and agent 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 person in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
Signature                                         Title                                        Date
---------                                         -----                                        ----
<S>                                      <C>                                             <C>
/s/ Michael. S. Egan                     Chairman and Director                           December 10, 2003
--------------------
Michael S. Egan

/s/ Michael S. Egan                      Chief Executive Officer                         December 10, 2003
-------------------                      (Principal Executive Officer) and
Michael S. Egan                          Director

/s/ Edward A. Cespedes                   President and Director                          December 10, 2003
----------------------
Edward A. Cespedes

/s/ Robin M. Segaul-Lebowitz             Chief Financial Officer,                        December 10, 2003
----------------------------             Secretary and Treasurer (Principal
Robin Segaul-Lebowitz                    Financial and Accounting Officer)
                                         and Director
</TABLE>



                                       6
<PAGE>


Index to Exhibits

EXHIBIT NO.       DESCRIPTION OF EXHIBITS

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               Certificate  of  Amendment  to  Fourth  Amended  and  Restated
                  Certificate of Incorporation of the Company

4.3               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.

4.4*              Amended & Restated  Nonqualified  Stock Option  Agreement with
                  Kellie L. Symthe

4.5*              Form of  theglobe.com,  inc. 2003 Sales  Representative  Stock
                  Option Plan

5.1*              Opinion of Proskauer Rose LLP

23.1              Consent of Proskauer Rose LLP (included in Exhibit 5.1)

23.2*             Consent of KPMG LLP (independent public accountants)

23.3*             Consent of Rachlin Cohen & Holtz LLP

24*               Power of Attorney (contained on the signature page hereto)

-------------
*  filed herewith



                                       7
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{"company-data": {"conformed-name": "THEGLOBE COM INC", "cik": "0001066684", "assigned-sic": "7310", "irs-number": "141782422", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111080", "film-number": "031049351"}, "business-address": {"street1": "120 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10271", "phone": "2128943600"}, "mail-address": {"street1": "120 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10271"}}
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 jurisdiction                   (I.R.S. Employer
  of incorporation or organization)              Identification Number)

                              110 E. BROWARD BLVD.
                                   14TH FLOOR
                            FORT LAUDERDALE, FL 33301
              (Address of registrant's principal executive offices)

        CERTAIN SHARES TO BE ISSUED TO KELLIE SMYTHE PURSUANT TO THE NON-
              QUALIFIED STOCK OPTION AGREEMENT DATED JULY 17, 2003

         THEGLOBE.COM, INC. 2003 SALES REPRESENTATIVE STOCK OPTION PLAN
                            (Full title of the plans)

                     Prentice Hall Corporation System, Inc.
                        2711 Centerville Road, Suite 400
                              Wilmington, DE 19808

           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
----------------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum          Proposed Maximum
     Title of Securities          Amount to be         Offering Price              Aggregate          Amount of Registration
       to be Registered           Registered(1)           Per Share              Offering Price                 Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001        500,000              $0.20(2)                $100,000                  $  8.09
per share                            shares

Common Stock, par value $.001                             $1.81(3)              $1,810,000                  $146.43
per share                            1,000,000
                                     shares
----------------------------------------------------------------------------------------------------------------------------
Total:                               1,500,000                                  $1,910,000                  $154.52
                                     shares
(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)      Pursuant to Rule 457(h) of the  Securities  Act,  the maximum  price at
         which stock options covering the registered  shares of Common Stock may
         be exercised.

(3)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(h) of the Securities Act based upon the average of
         the high and low prices of the  Registrant's  common  stock,  par value
         $.001 per share, as reported by the Over the Counter  Bulletin Board on
         December 4, 2003.
PART I

EXPLANATORY NOTE

         This Form S-8 Registration Statement relates to:

         (i)      500,000  shares of common  stock of  theglobe.com,  inc.,  par
                  value $.001 per share (the  "Common  Stock"),  to be issued to
                  Kellie L. Smythe  pursuant to the  Non-Qualified  Stock Option
                  Agreement dated July 17, 2003; and

         (ii)     1,000,000 shares of Common Stock of theglobe.com,  inc., which
                  may be issued under our 2003 Sales Representative Stock Option
                  Plan (the "2003 Plan").

         The  documents  containing  information  specified  by  Part I of  this
Registration  Statement will be sent or given to Kellie L. Smythe and to holders
of options  granted  under the 2003 Plan,  as  applicable,  as specified in Rule
428(b)(1)  promulgated  by the  Securities  and  Exchange  Commission  under the
Securities Act of 1933, as amended (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 the Registration  Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act. In addition,  the statement required to be made pursuant to Item
2 of Part I shall be contained in the Section 10(a) prospectus.

         Reference  herein  to "the  Company"  or "the  Registrant"  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.

         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 Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the termination of the offering:
(a)      Our Registration Statements on Form S-1, filed with the SEC on
                  November  12,  1998  and May 19,  1999,  in  which  there  are
                  described the terms,  rights and  provision  applicable to our
                  outstanding Common Stock; and

         (b)      Our Annual  Report on Form  10-K,  filed with the SEC on March
                  31,  2003 for the fiscal  year ended  December  31,  2002,  as
                  amended by Form  10-K/A  filed with the SEC on  September  23,
                  2003.

         (c)      Our Quarterly  Report on Form 10-QSB filed with the SEC on May
                  15, 2003 for the quarter ended March 31, 2003.

         (d)      Our  Quarterly  Report on Form  10-QSB  filed  with the SEC on
                  August 14, 2003 for the quarter ended June 30, 2003.

         (e)      Our  Quarterly  Report on Form  10-QSB  filed  with the SEC on
                  November 14, 2003 for the quarter ended September 30, 2003

         (f)      Our Current Reports on Form 8-K filed with the SEC on July 11,
                  2003, June 6, 2003, April 21, 2003 and March 3, 2003.

         (g)      Our Current  Report on Form 8-K/A filed with the SEC on August
                  11, 2003.

         Item 4.  Description of Securities

         Not applicable.

         Item 5.

         Not applicable.

         Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
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.

                                       2
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  and officers  arising in  connection  with the service of such
directors and officers to the fullest extent permitted by Delaware law.

         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 person
while acting as a director or officer.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

EXHIBIT NO.       DESCRIPTION OF EXHIBITS

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/A and incorporated herein by reference.

4.2               Certificate  of  Amendment  to  Fourth  Amended  and  Restated
                  Certificate of Incorporation of the Company

                                       3
4.3               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.

4.4*              Amended & Restated  Nonqualified  Stock Option  Agreement with
                  Kellie L. Smythe

4.5*              Form of thegloble.com,  inc. 2003 Sales  Representative  Stock
                  Option Plan

5.1*              Opinion of Proskauer Rose LLP

23.1              Consent of Proskauer Rose LLP (included in Exhibit 5.1)

23.2*             Consent of KPMG LLP (independent public accountants)

23.3*             Consent of Rachlin Cohen & Holtz LLP

24*               Power of Attorney (contained on the signature page hereto)

-------------------
*  filed herewith

         Item 9.  Undertakings

         The Company hereby undertakes:

         (a)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)      To include any  prospectus  required by Section 10(a)
                           (3) of the Securities Act;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in this Registrations 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.

                                       4
(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  ground 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 Fort Lauderdale,  State of Florida,  on December 10,
2003.

                                       theglobe.com, inc.

                                       By: /s/ Robin M. Segaul Lebowitz
                                          ------------------------------------
                                          Robin M. Segaul Lebowitz,
                                          Chief Financial Officer, Secretary
                                          and Treasurer (Principal Financial and
                                          Accounting Officer)

                                       5
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 Robin M. Segaul Lebowitz
the lawful  attorney-in-fact  and agent with full power and  authority to do any
and all acts and  things  and to  execute  any and all  instruments  which  said
attorney  and agent  determines  may be  necessary  or  advisable or required to
enable  said  corporation  to comply  with the  Securities  Act and any rules or
regulations  or  requirements  of the SEC in connection  with this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereof,  and each of the
undersigned  hereby  ratifies and confirms that said attorney and agent 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 person in the capacities and on
the dates indicated.
Signature                                         Title                                        Date
---------                                         -----                                        ----
/s/ Michael. S. Egan                     Chairman and Director                           December 10, 2003
--------------------
Michael S. Egan

/s/ Michael S. Egan                      Chief Executive Officer                         December 10, 2003
-------------------                      (Principal Executive Officer) and
Michael S. Egan                          Director

/s/ Edward A. Cespedes                   President and Director                          December 10, 2003
----------------------
Edward A. Cespedes

/s/ Robin M. Segaul-Lebowitz             Chief Financial Officer,                        December 10, 2003
----------------------------             Secretary and Treasurer (Principal
Robin Segaul-Lebowitz                    Financial and Accounting Officer)
                                         and Director
6
Index to Exhibits

EXHIBIT NO.       DESCRIPTION OF EXHIBITS

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               Certificate  of  Amendment  to  Fourth  Amended  and  Restated
                  Certificate of Incorporation of the Company

4.3               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.

4.4*              Amended & Restated  Nonqualified  Stock Option  Agreement with
                  Kellie L. Symthe

4.5*              Form of  theglobe.com,  inc. 2003 Sales  Representative  Stock
                  Option Plan

5.1*              Opinion of Proskauer Rose LLP

23.1              Consent of Proskauer Rose LLP (included in Exhibit 5.1)

23.2*             Consent of KPMG LLP (independent public accountants)

23.3*             Consent of Rachlin Cohen & Holtz LLP

24*               Power of Attorney (contained on the signature page hereto)

-------------
*  filed herewith

                                       7