<PAGE>   1
As filed with the Securities and Exchange Commission on February 4, 2000

                                                               File No._________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                 MAIL.com, INC.
               (Exact name of registrant as specified in charter)

           DELAWARE                                             13-3780773
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                             11 Broadway, Suite 600
                               New York, NY 10004
          (Address, including zip code, of Principal Executive Offices)

                      MAIL.com, INC. 1999 STOCK OPTION PLAN
                      MAIL.com, INC. 1998 STOCK OPTION PLAN
                      MAIL.com, INC. 1997 STOCK OPTION PLAN
                      MAIL.com, INC. 1996 STOCK OPTION PLAN
                 MAIL.com, INC. ALLEGRO GROUP STOCK OPTION PLAN
                      MAIL.com, INC. TCOM STOCK OPTION PLAN
                      MAIL.com, INC. IFAN STOCK OPTION PLAN
                    MAIL.com, INC. LANSOFT STOCK OPTION PLAN
                                       AND
                 STOCK OPTION AGREEMENTS BETWEEN MAIL.com, INC.
                             AND CERTAIN INDIVIDUALS
                            (Full title of the plan)



                                 DAVID AMBROSIA
                  Executive Vice President and General Counsel
                                 Mail.com, Inc.
                             11 Broadway, Suite 600
                               New York, NY 10004
                             Tel. No. (212) 425-4200
              (Name, address, and telephone number, including area
                     code, of agent for service) Copies to:
                             Ronald A. Fleming, Esq.
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                            New York, New York 10004
                             Tel. No. (212) 858-1143
                 -----------------------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
                                              Proposed maximum        Proposed maximum
 Title of securities to     Amount to be     offering price per      aggregate offering        Amount of
     be registered         registered(1)           unit(2)                price(2)          registration fee
=============================================================================================================
<S>                        <C>               <C>                     <C>                    <C>
 Class A Common Stock,
  par value $0.01 per        10,592,341           $15.65625              $66,651,677           $17,596.04
         share*
=============================================================================================================
</TABLE>

(1)   This Registration Statement shall be deemed to cover additional securities
      to be issued in connection with, or as a result of, stock splits, stock
      dividends or similar transactions.

(2)   Of the 10,592,341 shares available to be registered hereunder, as of the
      date hereof, (i) options with respect to an aggregate of 7,423,961 shares
      have been issued under the Stock Option Plans listed above and 1,105,636
      shares remain available for the grant of future awards under such Plans,
      and (ii) options with respect to an aggregate of 2,062,744 shares have
      been issued under Stock Option Agreements between Mail.com, Inc. and
      certain individuals, which
<PAGE>   2
      agreements are attached hereto as Exhibits 99.1 through 99.9. The proposed
      maximum offering price per unit listed above has been determined pursuant
      to Rule 457(h) of the Securities Act of 1933, as amended, and represents
      the sum of (i) the aggregate exercise price of all options granted to date
      under the Plans and under the Stock Option Agreements plus (ii) the
      product of the remaining shares available under the Plans multiplied by a
      per share price of $15.65625, the average of the high and low prices of
      Mail.com, Inc. Class A Common Stock as reported on Nasdaq on February 2,
      2000.


                                     PART II


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents which have heretofore been filed by Mail.com, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") are
incorporated by reference herein and shall be deemed to be a part hereof:

            1. The Company's Prospectus filed pursuant to Rule 424(b) under the
      Securities Act of 1933, as amended (the "1933 Act"), on January 25, 2000
      with the Commission that contains audited financial statements for the
      registrant's latest fiscal year for which such statements have been filed;

            2. The Company's Quarterly Reports on Form 10-Q for the periods
      ended June 30, 1999 and September 30, 1999, respectively;

            3. The Company's Current Report on Form 8-K filed January 24, 2000,
      the Company's Report on Form 8-K filed January 6, 2000, the Company's
      Report on Form 8-K filed December 16, 1999, and the Company's Report on
      Form 8-K filed August 23, 1999, as amended pursuant to Form 8-K filed on
      November 3, 1999; and

            4. The description of the Class A Common Stock of the Company
      contained in the "Description of Capital Stock" section of the Company's
      Registration Statement on Form S-1 (Registration No. 333-74353), filed
      with the Commission on March 12, 1999, as amended.

      All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior
to the filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"); provided, however,
that the documents enumerated above or subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act in each year
during which the offering made by this registration statement is in effect prior
to the filing with the Commission of the Company's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference in this registration statement or be a part hereof from and after the
filing of such annual report on Form 10-K.

      Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such
<PAGE>   3
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      The Class A Common Stock being registered hereunder has been registered
pursuant to Section 12 of the 1934 Act and a description of the Class A Common
Stock is contained in the 1934 Act registration statement which had been filed
with the Commission.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of our Class A Common Stock has been passed upon by David
Ambrosia, General Counsel of the Company. As of December 31, 1999, Mr. Ambrosia
owned 1,500 shares of Class A Common Stock of the Company and held an option to
purchase 250,000 shares of Class A Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of Delaware General Corporation Law empowers the Company to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee, or agent of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. The termination of any cause of action, suit, or proceeding by
judgment, order, settlement, conviction, or upon plea of nolo contendre or its
equivalent, does not, of itself, create a presumption that such person did not
act in good faith and in a manner that such person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

      As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Restated Certificate of Incorporation ("Certificate") provides that
a director of the Company will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for the unlawful
payment of dividends or unlawful stock repurchases under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.

      The By-Laws of the Company provide (i) for the indemnification of
directors and officers of the Company to the fullest extent permitted under
Section 145 of the Delaware General Corporation Law, (ii) the Company may
indemnify its other employees and agents to the same
<PAGE>   4
extent that it indemnifies its officers and directors, unless otherwise required
by law, the Company's Certificate, its bylaws or agreements, and (iii) the
Company must advance expenses, as incurred, to its directors and executive
officers in connection with any legal proceeding to the fullest extent permitted
by Delaware law, subject to limited exceptions.

      The Company has entered into indemnity agreements with each of its
directors and executive officers to give them additional contractual assurances
regarding the scope of the indemnification described above and to provide
additional procedural protections. In addition, the Company has obtained
directors' and officers' insurance providing indemnification for their
directors, officers and key employees for various liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      See Exhibit Index.

ITEM 9.  UNDERTAKINGS.

      The Company hereby undertakes:

      (1) 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
            1933 Act;

            (ii) to reflect in the prospectus any facts or events arising after
            the effective date of the 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 the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of a
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement;

            (iii) to include any material information with respect to the plan
            of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;

provided, however, that clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses 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 1934
Act that are incorporated by reference in the registration statement.
<PAGE>   5
      (2) That, for the purpose of determining any liability under the 1933 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.

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

      (4) That, for purposes of determining any liability under the 1933 Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 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 1933 Act and
will be governed by the final adjudication of such issue.

                                  -------------
<PAGE>   6
                                   SIGNATURES

      Pursuant to the requirements of the 1933 Act, the Company 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 and State of New York, on the 4th day of February, 2000.



                               MAIL.com, INC.

                               By /s/ Gary Millin
                                  ---------------------------
                                  Gary Millin
                                  President
<PAGE>   7
                                POWER OF ATTORNEY

      Each of the undersigned directors and officers of the Company,
individually as such director and/or officer, hereby makes, constitutes and
appoints Gary Millin and David Ambrosia, and each of them, singly or jointly,
with full power of substitution, as his true and lawful attorney-in-fact and
agent to execute in his name, place and stead, in any and all capacities, and to
file with the Commission, this registration statement and any and all
amendments, including post-effective amendments, to this registration statement,
which amendment may make such changes in the registration statement as the
registrant deems appropriate hereby ratifying and confirming all that each of
said attorneys-in-fact, or his, her or their substitute or substitutes, may do
or cause to be done by virtue hereof.

      Pursuant to the requirements of the 1933 Act, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
NAME                                     TITLE                                   DATE
----                                     -----                                   ----
<S>                                      <C>                                     <C>
/s/ Gerald Gorman                        Chairman and Chief Executive Officer    February 4, 2000
---------------------------------
(Gerald Gorman)


/s/ Gary Millin                          President and Director                  February 4, 2000
---------------------------------
(Gary Millin)


/s/ Lon Otremba                          Chief Operating Officer and Director    February 4, 2000
---------------------------------
(Lon Otremba)


/s/ Debra McClister                      Executive Vice President and Chief      February 4, 2000
---------------------------------
(Debra McClister)


/s/ Charles Walden                       Director                                February 4, 2000
---------------------------------
(Charles Walden)


/s/ William Donaldson                    Director                                February 4, 2000
---------------------------------
(William Donaldson)


/s/ Stephen Ketchum                      Director                                February 4, 2000
---------------------------------
(Stephen Ketchum)
</TABLE>
<PAGE>   8
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
  No.       Description
  ---       -----------
<S>         <C>
   4.1      Amended and Restated Certificate of Incorporation of Mail.com, Inc.
            (incorporated herein by reference to Exhibit 3.1 of Form S-1,
            Registration Statement No. 333-74353).

   4.2      By-Laws of Mail.com, Inc. (incorporated herein by reference to
            Exhibit 3.2 of Form S-1, Registration Statement No. 333-74353).

   4.3      Specimen common stock certificate of Mail.com, Inc. (incorporated
            herein by reference to Exhibit 4.1 of Form S-1, Registration
            Statement No. 333-74353).

   5        Opinion of Mail.com's General Counsel, David Ambrosia, Esq., as to
            the securities being registered.

   23.1     Consent of David Ambrosia, Esq. (contained in Exhibit No. 5).

   23.2     Consents of Independent Public Accountants, KPMG LLP.

   24       Power of attorney (set forth on signature page hereof).

   99.1     Stock Option Agreement between Mail.com, Inc. and Gerald Gorman,
            dated as of December 31, 1996.

   99.2     Stock Option Agreement between Mail.com, Inc. and Gerald Gorman,
            dated as of June 1, 1996.

   99.3     Stock Option Agreement between Mail.com, Inc. and Gary Millin, dated
            as of February 1, 1997.

   99.4     Stock Option Agreement between Mail.com, Inc. and Gary Millin, dated
            as of June 1, 1996.

   99.5     Stock Option Agreement between Mail.com, Inc. and Gary Millin, dated
            as of December 31, 1996.

   99.6     Stock Option Agreement between Mail.com, Inc. and Lon Otremba, dated
            as of June 30, 1998.

   99.7     Stock Option Agreement between Mail.com, Inc. and Charles Walden,
            dated as of January 1, 1998.

   99.8     Stock Option Agreement between Mail.com, Inc. and Michael Agesen,
            dated as of May 26, 1999.

   99.9     Stock Option Agreement between Mail.com, Inc. and F. Graziano, dated
            as of January 31, 1999.
</TABLE>
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1
As filed with the Securities and Exchange Commission on February 4, 2000

                                                               File No._________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 MAIL.com, INC.
               (Exact name of registrant as specified in charter)

           DELAWARE                                             13-3780773
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                             11 Broadway, Suite 600
                               New York, NY 10004
          (Address, including zip code, of Principal Executive Offices)

                      MAIL.com, INC. 1999 STOCK OPTION PLAN
                      MAIL.com, INC. 1998 STOCK OPTION PLAN
                      MAIL.com, INC. 1997 STOCK OPTION PLAN
                      MAIL.com, INC. 1996 STOCK OPTION PLAN
                 MAIL.com, INC. ALLEGRO GROUP STOCK OPTION PLAN
                      MAIL.com, INC. TCOM STOCK OPTION PLAN
                      MAIL.com, INC. IFAN STOCK OPTION PLAN
                    MAIL.com, INC. LANSOFT STOCK OPTION PLAN
                                       AND
                 STOCK OPTION AGREEMENTS BETWEEN MAIL.com, INC.
                             AND CERTAIN INDIVIDUALS
                            (Full title of the plan)

                                 DAVID AMBROSIA
                  Executive Vice President and General Counsel
                                 Mail.com, Inc.
                             11 Broadway, Suite 600
                               New York, NY 10004
                             Tel. No. (212) 425-4200
              (Name, address, and telephone number, including area
                     code, of agent for service) Copies to:
                             Ronald A. Fleming, Esq.
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                            New York, New York 10004
                             Tel. No. (212) 858-1143
                 -----------------------------------------------

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                              Proposed maximum        Proposed maximum
 Title of securities to     Amount to be     offering price per      aggregate offering        Amount of
     be registered         registered(1)           unit(2)                price(2)          registration fee
=============================================================================================================
Class A Common Stock,
  par value $0.01 per        10,592,341           $15.65625              $66,651,677           $17,596.04
         share*
=============================================================================================================
(1)   This Registration Statement shall be deemed to cover additional securities
      to be issued in connection with, or as a result of, stock splits, stock
      dividends or similar transactions.

(2)   Of the 10,592,341 shares available to be registered hereunder, as of the
      date hereof, (i) options with respect to an aggregate of 7,423,961 shares
      have been issued under the Stock Option Plans listed above and 1,105,636
      shares remain available for the grant of future awards under such Plans,
      and (ii) options with respect to an aggregate of 2,062,744 shares have
      been issued under Stock Option Agreements between Mail.com, Inc. and
      certain individuals, which
2
      agreements are attached hereto as Exhibits 99.1 through 99.9. The proposed
      maximum offering price per unit listed above has been determined pursuant
      to Rule 457(h) of the Securities Act of 1933, as amended, and represents
      the sum of (i) the aggregate exercise price of all options granted to date
      under the Plans and under the Stock Option Agreements plus (ii) the
      product of the remaining shares available under the Plans multiplied by a
      per share price of $15.65625, the average of the high and low prices of
      Mail.com, Inc. Class A Common Stock as reported on Nasdaq on February 2,
      2000.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents which have heretofore been filed by Mail.com, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") are
incorporated by reference herein and shall be deemed to be a part hereof:

            1. The Company's Prospectus filed pursuant to Rule 424(b) under the
      Securities Act of 1933, as amended (the "1933 Act"), on January 25, 2000
      with the Commission that contains audited financial statements for the
      registrant's latest fiscal year for which such statements have been filed;

            2. The Company's Quarterly Reports on Form 10-Q for the periods
      ended June 30, 1999 and September 30, 1999, respectively;

            3. The Company's Current Report on Form 8-K filed January 24, 2000,
      the Company's Report on Form 8-K filed January 6, 2000, the Company's
      Report on Form 8-K filed December 16, 1999, and the Company's Report on
      Form 8-K filed August 23, 1999, as amended pursuant to Form 8-K filed on
      November 3, 1999; and

            4. The description of the Class A Common Stock of the Company
      contained in the "Description of Capital Stock" section of the Company's
      Registration Statement on Form S-1 (Registration No. 333-74353), filed
      with the Commission on March 12, 1999, as amended.

      All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior
to the filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"); provided, however,
that the documents enumerated above or subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act in each year
during which the offering made by this registration statement is in effect prior
to the filing with the Commission of the Company's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference in this registration statement or be a part hereof from and after the
filing of such annual report on Form 10-K.

      Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such
3
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      The Class A Common Stock being registered hereunder has been registered
pursuant to Section 12 of the 1934 Act and a description of the Class A Common
Stock is contained in the 1934 Act registration statement which had been filed
with the Commission.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of our Class A Common Stock has been passed upon by David
Ambrosia, General Counsel of the Company. As of December 31, 1999, Mr. Ambrosia
owned 1,500 shares of Class A Common Stock of the Company and held an option to
purchase 250,000 shares of Class A Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of Delaware General Corporation Law empowers the Company to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee, or agent of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. The termination of any cause of action, suit, or proceeding by
judgment, order, settlement, conviction, or upon plea of nolo contendre or its
equivalent, does not, of itself, create a presumption that such person did not
act in good faith and in a manner that such person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

      As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Restated Certificate of Incorporation ("Certificate") provides that
a director of the Company will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for the unlawful
payment of dividends or unlawful stock repurchases under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.

      The By-Laws of the Company provide (i) for the indemnification of
directors and officers of the Company to the fullest extent permitted under
Section 145 of the Delaware General Corporation Law, (ii) the Company may
indemnify its other employees and agents to the same
4
extent that it indemnifies its officers and directors, unless otherwise required
by law, the Company's Certificate, its bylaws or agreements, and (iii) the
Company must advance expenses, as incurred, to its directors and executive
officers in connection with any legal proceeding to the fullest extent permitted
by Delaware law, subject to limited exceptions.

      The Company has entered into indemnity agreements with each of its
directors and executive officers to give them additional contractual assurances
regarding the scope of the indemnification described above and to provide
additional procedural protections. In addition, the Company has obtained
directors' and officers' insurance providing indemnification for their
directors, officers and key employees for various liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      See Exhibit Index.

ITEM 9.  UNDERTAKINGS.

      The Company hereby undertakes:

      (1) 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
            1933 Act;

            (ii) to reflect in the prospectus any facts or events arising after
            the effective date of the 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 the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of a
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement;

            (iii) to include any material information with respect to the plan
            of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;

provided, however, that clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses 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 1934
Act that are incorporated by reference in the registration statement.
5
      (2) That, for the purpose of determining any liability under the 1933 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.

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

      (4) That, for purposes of determining any liability under the 1933 Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 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 1933 Act and
will be governed by the final adjudication of such issue.

                                  -------------
6
                                   SIGNATURES

      Pursuant to the requirements of the 1933 Act, the Company 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 and State of New York, on the 4th day of February, 2000.

                               MAIL.com, INC.

                               By /s/ Gary Millin
                                  ---------------------------
                                  Gary Millin
                                  President
7
                                POWER OF ATTORNEY

      Each of the undersigned directors and officers of the Company,
individually as such director and/or officer, hereby makes, constitutes and
appoints Gary Millin and David Ambrosia, and each of them, singly or jointly,
with full power of substitution, as his true and lawful attorney-in-fact and
agent to execute in his name, place and stead, in any and all capacities, and to
file with the Commission, this registration statement and any and all
amendments, including post-effective amendments, to this registration statement,
which amendment may make such changes in the registration statement as the
registrant deems appropriate hereby ratifying and confirming all that each of
said attorneys-in-fact, or his, her or their substitute or substitutes, may do
or cause to be done by virtue hereof.

      Pursuant to the requirements of the 1933 Act, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.
NAME                                     TITLE                                   DATE
----                                     -----                                   ----
/s/ Gerald Gorman                        Chairman and Chief Executive Officer    February 4, 2000
---------------------------------
(Gerald Gorman)

/s/ Gary Millin                          President and Director                  February 4, 2000
---------------------------------
(Gary Millin)

/s/ Lon Otremba                          Chief Operating Officer and Director    February 4, 2000
---------------------------------
(Lon Otremba)

/s/ Debra McClister                      Executive Vice President and Chief      February 4, 2000
---------------------------------
(Debra McClister)

/s/ Charles Walden                       Director                                February 4, 2000
---------------------------------
(Charles Walden)

/s/ William Donaldson                    Director                                February 4, 2000
---------------------------------
(William Donaldson)

/s/ Stephen Ketchum                      Director                                February 4, 2000
---------------------------------
(Stephen Ketchum)
8
                                  EXHIBIT INDEX
Exhibit
  No.       Description
  ---       -----------
4.1      Amended and Restated Certificate of Incorporation of Mail.com, Inc.
            (incorporated herein by reference to Exhibit 3.1 of Form S-1,
            Registration Statement No. 333-74353).

   4.2      By-Laws of Mail.com, Inc. (incorporated herein by reference to
            Exhibit 3.2 of Form S-1, Registration Statement No. 333-74353).

   4.3      Specimen common stock certificate of Mail.com, Inc. (incorporated
            herein by reference to Exhibit 4.1 of Form S-1, Registration
            Statement No. 333-74353).

   5        Opinion of Mail.com's General Counsel, David Ambrosia, Esq., as to
            the securities being registered.

   23.1     Consent of David Ambrosia, Esq. (contained in Exhibit No. 5).

   23.2     Consents of Independent Public Accountants, KPMG LLP.

   24       Power of attorney (set forth on signature page hereof).

   99.1     Stock Option Agreement between Mail.com, Inc. and Gerald Gorman,
            dated as of December 31, 1996.

   99.2     Stock Option Agreement between Mail.com, Inc. and Gerald Gorman,
            dated as of June 1, 1996.

   99.3     Stock Option Agreement between Mail.com, Inc. and Gary Millin, dated
            as of February 1, 1997.

   99.4     Stock Option Agreement between Mail.com, Inc. and Gary Millin, dated
            as of June 1, 1996.

   99.5     Stock Option Agreement between Mail.com, Inc. and Gary Millin, dated
            as of December 31, 1996.

   99.6     Stock Option Agreement between Mail.com, Inc. and Lon Otremba, dated
            as of June 30, 1998.

   99.7     Stock Option Agreement between Mail.com, Inc. and Charles Walden,
            dated as of January 1, 1998.

   99.8     Stock Option Agreement between Mail.com, Inc. and Michael Agesen,
            dated as of May 26, 1999.

   99.9     Stock Option Agreement between Mail.com, Inc. and F. Graziano, dated
            as of January 31, 1999.