<PAGE>
    As filed with the Securities and Exchange Commission on November 7, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        CROSS MEDIA MARKETING CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



<TABLE>
<S>                               <C>                            <C>
                                  461 FIFTH AVENUE, 19TH FLOOR
           DELAWARE                 NEW YORK, NEW YORK 10017         13-4042921
-------------------------------   ----------------------------   -------------------
(STATE OR OTHER JURISDICTION OF       (ADDRESS OF PRINCIPAL       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)         EXECUTIVE OFFICES)       IDENTIFICATION NO.)
</TABLE>


            CROSS MEDIA MARKETING CORPORATION 1998 STOCK OPTION PLAN
                              (FULL TITLE OF PLAN)

                                 RONALD ALTBACH
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          461 FIFTH AVENUE, 19TH FLOOR
                            NEW YORK, NEW YORK 10017
                                 (212) 457-1200
                            FACSIMILE (212) 457-1202
                      ------------------------------------
                      (NAME, ADDRESS AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                          COPIES OF COMMUNICATIONS TO:

                             BRAD L. SHIFFMAN, ESQ.
                        BLANK ROME COMISKY & MCCAULEY LLP
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10174-0208
                                 (212) 885-5000
                            FACSIMILE (212) 885-5001

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
  TITLE OF EACH CLASS OF      AMOUNT TO BE      PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
SECURITIES TO BE REGISTERED    REGISTERED    OFFERING PRICE PER UNIT    OFFERING PRICE    REGISTRATION FEE
---------------------------    ----------    -----------------------    --------------    ----------------
<S>                           <C>            <C>                       <C>                <C>
Common Stock,  par value      2,800,000(1)         $7.64(2)             $21,397,130(2)       $ 2,078(3)
  $.001 per share
</TABLE>

(1) Plus such indeterminate number of additional shares as may be issued
    pursuant to certain anti-dilution provisions contained in the Plan.

(2) Pursuant to Rule 457(h), based upon the price at which stock options covered
    by the Registration Statement may be exercised and, in the case where such
    price is not known, upon the average of the high and low sale prices of our
    common stock, reported on the American Stock Exchange on November 2, 2001.

(3) Pursuant to Rule 457(p), the amount of the filing fee due under this
    Registration Statement has been offset by $3,272 representing a portion of
    the filing fee paid under Cross Media's Registration Statement on Form S-4
    (Registration No. 333-68190), originally filed with the SEC on August 22,
    2001 (the "August S-4"). The August S-4 was filed to register a total of
    38,480,504 (pre-reverse stock split) ( 7,696,100 post-reverse stock split)
    shares of Cross Media common stock which were issuable in connection with
    the merger of LifeMinders, Inc. with and into Cross Media. Cross Media paid
    a filing fee of $10,229 in connection with the August S-4. On October 24,
    2001 LifeMinders was merged with and into Cross Media. In consideration of
    the merger, Cross Media paid an aggregate of approximately $24.1 million in
    cash and issued an aggregate of 22,680,700 (pre-reverse stock split)
    (4,536,140 post-reverse stock split) shares of Cross Media common stock to
    the LifeMinders stockholders. Immediately after the merger on October 24,
    2001, Cross Media effected a 1-for-5 share reverse stock split. On November
    7, 2001, Cross Media filed a Post-Effective Amendment No. 1 on Form S-8 to
    Form S-4 (the "Amendment") relating to 697,825 (post-reverse stock split)
    (3,489,129 pre-reverse stock split) shares of Cross Media common stock
    issuable under options assumed in the merger. Accordingly, 12,310,675
    (pre-reverse stock split) (2,462,135 post-reverse stock split) shares of
    Cross Media common stock offered under the August S-4 and the Amendment
    remain unsold after the merger (the offering) was completed (the "Unsold
    Shares"), leaving a "Rule 457(p) balance" of $3,272.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Cross Media Marketing Corporation
1998 Stock Option Plan, referred to as the Plan, as specified by Rule 428(b)(1)
promulgated by the SEC under the Securities Act.

      These documents are not being filed with the SEC, but constitute (along
with the documents incorporated by reference into this registration statement in
Item 3 of Part II of this registration statement) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

        The following Cross Media documents filed with the SEC are incorporated
herein by reference:

        (a)     Cross Media's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, as amended;

        (b)     All other reports filed by Cross Media pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-KSB referred to in (a) above; and

        (c)     The description of Cross Media's common stock set forth in the
Registration Statement on Form 10 filed on February 24, 1999, including any
amendment or report filed for the purpose of updating such description.

        The following LifeMinders, Inc. documents filed with the SEC are
incorporated herein by reference:

        (a)     LifeMinders' Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, as amended;

        (b)     All other reports filed by LifeMinders pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in (a) above; and

        (c)     The description of LifeMinders' capital stock set forth in the
Registration Statement on Form S-1 filed on September 24, 1999, including any
amendment or report filed for the purpose of updating such description.


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

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.



                                      II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.

        The Delaware General Corporation Law (the "DGCL") provides, in
substance, that Delaware corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them by third
parties and in connection with actions or suits by or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees and agents, against expenses (including attorney's fees)
and, in the case of actions, suits or proceedings brought by third parties,
against judgments, fines and amounts paid in settlement actually and reasonably
incurred in any such action, suit or proceeding.

        Cross Media's amended and restated certificate of incorporation and
amended and restated bylaws provide for indemnification to the fullest extent
permitted by the DGCL to Cross Media's directors and officers.

        In addition, Cross Media's amended and restated certificate of
incorporation eliminates, to the fullest extent permitted by the DGCL, a Cross
Media director's personal liability to Cross Media or its stockholders for
monetary damages for breach of fiduciary duty as a director.

        Cross Media has obtained directors and officers' liability insurance
that covers certain liabilities, including liabilities to Cross Media and its
stockholders in the amount of $25 million.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

        The following exhibits are filed as part of this Registration Statement
or, where so indicated have been previously filed and are incorporated herein by
reference.

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER     DESCRIPTION
       ------     -----------
<S>               <C>
        5.1       Opinion of Blank Rome Comisky & McCauley LLP

        23.1      Consent of Grant Thorton LLP

        23.2      Consent of PricewaterhouseCoopers LLP

        23.3      Consent of Blank Rome Comisky & McCauley LLP (included in
                  Exhibit 5.1)

        24.1      Power of Attorney (included on signature page)
</TABLE>





                                      II-2
<PAGE>
Item 9. Undertakings.

        (a)     The undersigned Registrant hereby undertakes:

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

                        (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 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;

                        (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

                (2)     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.

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

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

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


                                      II-3
<PAGE>
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.








                                      II-4
<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in New York, New York, on November 7, 2001.

                                         Cross Media Marketing Corporation

                                         By:  /s/ Ronald Altbach
                                            ------------------------------------
                                             Ronald Altbach
                                             Chairman of the Board and
                                             Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald Altbach and Chet Borgida, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including, without
limitation, post-effective amendments) to this registration statement and any
registration statement filed under Rule 462 under the Securities Act of 1933, as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons as of November
7, 2001 in the capacities indicated:


<TABLE>
<CAPTION>
SIGNATURES                             TITLE
<S>                                    <C>


/s/ Ronald Altbach                     Chairman of the Board and Chief Executive Officer
---------------------------------
Ronald Altbach


/s/ Richard Kaufman                    Director, President and Chief Operating Officer
---------------------------------
Richard Kaufman


/s/ Chet Borgida                       Chief Financial Officer
---------------------------------
Chet Borgida


/s/ Richard Cohen                      Director
---------------------------------
Richard Cohen


/s/ Bruce Dorskind                     Director
---------------------------------
Bruce Dorskind
</TABLE>




                                      II-5
<PAGE>
<TABLE>
<S>                                    <C>
/s/ Ken Lambert                        Director
---------------------------------
Ken Lambert


/s/ William Morrissey                  Director
---------------------------------
William Morrissey


/s/ Jonathan Bulkeley                  Director
---------------------------------
Jonathan Bulkeley


/s/ Douglas A. Lindgren                Director
---------------------------------
Douglas A. Lindgren
</TABLE>




                                      II-6
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<S>             <C>
        5.1     Opinion of Blank Rome Comisky & McCauley LLP

        23.1    Consent of Grant Thornton LLP

        23.2    Consent of PricewaterhouseCoopers LLP

        23.3    Consent of Blank Rome Comisky & McCauley LLP (included in
                Exhibit 5.1)

        24.1    Power of Attorney (included in Signature Page)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y54619s-8.txt", "description": "CROSS MEDIA MARKETING CORPORATION", "secsgml_size_bytes": 17566}]
{"company-data": {"conformed-name": "CROSS MEDIA MARKETING CORP", "cik": "0001069201", "assigned-sic": "7389", "irs-number": "134042921", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72954", "film-number": "1777572"}, "business-address": {"street1": "461 FIFTH AVENUE 19TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022-", "phone": "2127549901"}, "mail-address": {"street1": "461 FIFTH AVENUE 19TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "SYMPOSIUM CORP", "date-changed": "19991129"}, {"former-conformed-name": "SYMPOSIUM TELECOM CORP", "date-changed": "19990211"}]}
As filed with the Securities and Exchange Commission on November 7, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        CROSS MEDIA MARKETING CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
461 FIFTH AVENUE, 19TH FLOOR
           DELAWARE                 NEW YORK, NEW YORK 10017         13-4042921
-------------------------------   ----------------------------   -------------------
(STATE OR OTHER JURISDICTION OF       (ADDRESS OF PRINCIPAL       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)         EXECUTIVE OFFICES)       IDENTIFICATION NO.)
CROSS MEDIA MARKETING CORPORATION 1998 STOCK OPTION PLAN
                              (FULL TITLE OF PLAN)

                                 RONALD ALTBACH
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          461 FIFTH AVENUE, 19TH FLOOR
                            NEW YORK, NEW YORK 10017
                                 (212) 457-1200
                            FACSIMILE (212) 457-1202
                      ------------------------------------
                      (NAME, ADDRESS AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                          COPIES OF COMMUNICATIONS TO:

                             BRAD L. SHIFFMAN, ESQ.
                        BLANK ROME COMISKY & MCCAULEY LLP
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10174-0208
                                 (212) 885-5000
                            FACSIMILE (212) 885-5001

                         CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF      AMOUNT TO BE      PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
SECURITIES TO BE REGISTERED    REGISTERED    OFFERING PRICE PER UNIT    OFFERING PRICE    REGISTRATION FEE
---------------------------    ----------    -----------------------    --------------    ----------------
Common Stock,  par value      2,800,000(1)         $7.64(2)             $21,397,130(2)       $ 2,078(3)
  $.001 per share
(1) Plus such indeterminate number of additional shares as may be issued
    pursuant to certain anti-dilution provisions contained in the Plan.

(2) Pursuant to Rule 457(h), based upon the price at which stock options covered
    by the Registration Statement may be exercised and, in the case where such
    price is not known, upon the average of the high and low sale prices of our
    common stock, reported on the American Stock Exchange on November 2, 2001.

(3) Pursuant to Rule 457(p), the amount of the filing fee due under this
    Registration Statement has been offset by $3,272 representing a portion of
    the filing fee paid under Cross Media's Registration Statement on Form S-4
    (Registration No. 333-68190), originally filed with the SEC on August 22,
    2001 (the "August S-4"). The August S-4 was filed to register a total of
    38,480,504 (pre-reverse stock split) ( 7,696,100 post-reverse stock split)
    shares of Cross Media common stock which were issuable in connection with
    the merger of LifeMinders, Inc. with and into Cross Media. Cross Media paid
    a filing fee of $10,229 in connection with the August S-4. On October 24,
    2001 LifeMinders was merged with and into Cross Media. In consideration of
    the merger, Cross Media paid an aggregate of approximately $24.1 million in
    cash and issued an aggregate of 22,680,700 (pre-reverse stock split)
    (4,536,140 post-reverse stock split) shares of Cross Media common stock to
    the LifeMinders stockholders. Immediately after the merger on October 24,
    2001, Cross Media effected a 1-for-5 share reverse stock split. On November
    7, 2001, Cross Media filed a Post-Effective Amendment No. 1 on Form S-8 to
    Form S-4 (the "Amendment") relating to 697,825 (post-reverse stock split)
    (3,489,129 pre-reverse stock split) shares of Cross Media common stock
    issuable under options assumed in the merger. Accordingly, 12,310,675
    (pre-reverse stock split) (2,462,135 post-reverse stock split) shares of
    Cross Media common stock offered under the August S-4 and the Amendment
    remain unsold after the merger (the offering) was completed (the "Unsold
    Shares"), leaving a "Rule 457(p) balance" of $3,272.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Cross Media Marketing Corporation
1998 Stock Option Plan, referred to as the Plan, as specified by Rule 428(b)(1)
promulgated by the SEC under the Securities Act.

      These documents are not being filed with the SEC, but constitute (along
with the documents incorporated by reference into this registration statement in
Item 3 of Part II of this registration statement) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

        The following Cross Media documents filed with the SEC are incorporated
herein by reference:

        (a)     Cross Media's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, as amended;

        (b)     All other reports filed by Cross Media pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-KSB referred to in (a) above; and

        (c)     The description of Cross Media's common stock set forth in the
Registration Statement on Form 10 filed on February 24, 1999, including any
amendment or report filed for the purpose of updating such description.

        The following LifeMinders, Inc. documents filed with the SEC are
incorporated herein by reference:

        (a)     LifeMinders' Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, as amended;

        (b)     All other reports filed by LifeMinders pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in (a) above; and

        (c)     The description of LifeMinders' capital stock set forth in the
Registration Statement on Form S-1 filed on September 24, 1999, including any
amendment or report filed for the purpose of updating such description.

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

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

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

        The Delaware General Corporation Law (the "DGCL") provides, in
substance, that Delaware corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them by third
parties and in connection with actions or suits by or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees and agents, against expenses (including attorney's fees)
and, in the case of actions, suits or proceedings brought by third parties,
against judgments, fines and amounts paid in settlement actually and reasonably
incurred in any such action, suit or proceeding.

        Cross Media's amended and restated certificate of incorporation and
amended and restated bylaws provide for indemnification to the fullest extent
permitted by the DGCL to Cross Media's directors and officers.

        In addition, Cross Media's amended and restated certificate of
incorporation eliminates, to the fullest extent permitted by the DGCL, a Cross
Media director's personal liability to Cross Media or its stockholders for
monetary damages for breach of fiduciary duty as a director.

        Cross Media has obtained directors and officers' liability insurance
that covers certain liabilities, including liabilities to Cross Media and its
stockholders in the amount of $25 million.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

        The following exhibits are filed as part of this Registration Statement
or, where so indicated have been previously filed and are incorporated herein by
reference.
EXHIBIT
       NUMBER     DESCRIPTION
       ------     -----------
5.1       Opinion of Blank Rome Comisky & McCauley LLP

        23.1      Consent of Grant Thorton LLP

        23.2      Consent of PricewaterhouseCoopers LLP

        23.3      Consent of Blank Rome Comisky & McCauley LLP (included in
                  Exhibit 5.1)

        24.1      Power of Attorney (included on signature page)
II-2
Item 9. Undertakings.

        (a)     The undersigned Registrant hereby undertakes:

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

                        (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 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;

                        (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

                (2)     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.

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

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

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

                                      II-3
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-4
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in New York, New York, on November 7, 2001.

                                         Cross Media Marketing Corporation

                                         By:  /s/ Ronald Altbach
                                            ------------------------------------
                                             Ronald Altbach
                                             Chairman of the Board and
                                             Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald Altbach and Chet Borgida, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including, without
limitation, post-effective amendments) to this registration statement and any
registration statement filed under Rule 462 under the Securities Act of 1933, as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons as of November
7, 2001 in the capacities indicated:
SIGNATURES                             TITLE
/s/ Ronald Altbach                     Chairman of the Board and Chief Executive Officer
---------------------------------
Ronald Altbach

/s/ Richard Kaufman                    Director, President and Chief Operating Officer
---------------------------------
Richard Kaufman

/s/ Chet Borgida                       Chief Financial Officer
---------------------------------
Chet Borgida

/s/ Richard Cohen                      Director
---------------------------------
Richard Cohen

/s/ Bruce Dorskind                     Director
---------------------------------
Bruce Dorskind
II-5
/s/ Ken Lambert                        Director
---------------------------------
Ken Lambert

/s/ William Morrissey                  Director
---------------------------------
William Morrissey

/s/ Jonathan Bulkeley                  Director
---------------------------------
Jonathan Bulkeley

/s/ Douglas A. Lindgren                Director
---------------------------------
Douglas A. Lindgren
II-6
EXHIBIT INDEX
5.1     Opinion of Blank Rome Comisky & McCauley LLP

        23.1    Consent of Grant Thornton LLP

        23.2    Consent of PricewaterhouseCoopers LLP

        23.3    Consent of Blank Rome Comisky & McCauley LLP (included in
                Exhibit 5.1)

        24.1    Power of Attorney (included in Signature Page)