<PAGE>

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             U.S. Interactive, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                           22-3316696
-------------------------------                          ---------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                           2012 Renaissance Boulevard
                            King of Prussia, PA 19406
              (Address of Principal Executive Offices and Zip Code)


 Amended and Restated 2000 Performance Incentive Plan of U.S. Interactive, Inc.

 Amended and Restated 1998 Performance Incentive Plan of U.S. Interactive, Inc.

 Soft Plus, Inc. 1997 Stock Plan (formerly Amended and Restated 1994 Stock Plan)

                     Soft Plus, Inc. 1999 Stock Option Plan

                         Soft Plus, Inc. 1999 Stock Plan

               U.S. Interactive, Inc. Employee Stock Purchase Plan
                           (Full Titles of the Plans)


                               Stephen T. Zarrilli
                      Chief Executive Officer and President
                             U.S. Interactive, Inc.
                           2012 Renaissance Boulevard
                            King of Prussia, PA 19406
                     (Name and Address of Agent For Service)

                                 (610) 313-9700
          (Telephone Number, Including Area Code, of Agent For Service)




<PAGE>


                                    Copy to:

                            Susan E. Pendery, Esquire
                            Merritt A. Cole, Esquire
                               Dilworth Paxson LLP
                             3200 Mellon Bank Center
                               1735 Market Street
                      Philadelphia, Pennsylvania 19103-7595
                                 (215) 575-7000


<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------------
                                                         Proposed Maximum       Proposed Maximum
       Title Of Securities             Amount To          Offering Price       Aggregate Offering          Amount Of
        To Be Registered             Be Registered           Per Share               Price             Registration Fee
-------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                    <C>                <C>                     <C>
Common Stock, $.001 Par Value       2,902,350 shares         $14.50 (1)         $42,084,075.00 (1)      $11,110.20(1)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 Par Value       4,473,927 shares         $13.10 (2)         $58,608,443.70 (2)      $15,472.63(2)
-------------------------------------------------------------------------------------------------------------------------
Total Fee                                                                      $100,692,518.70          $26,582.83
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Estimated solely for the purpose of calculating the registration fee,
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
     the basis of the average of the high and low prices for the Common Stock on
     July 3, 2000, as reported by the Nasdaq National Market System, for shares
     of Common Stock reserved for issuance under stock options or otherwise to
     be granted in the future under the above mentioned plans.

(2)  Estimated solely for the purpose of calculating the registration fee,
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
     the basis of the weighted average price at which stock options which have
     already been granted under the above mentioned plans may be exercised.


<PAGE>


         This registration statement relates to a total of 7,376,277 shares of
common stock, $.001 par value (the "Common Stock"), which are reserved for
future sale and issuance by U.S. Interactive, Inc. (the "Company") as follows:
(i) a total of 1,355,259 shares of Common Stock which are reserved for future
sale and issuance upon the exercise of options previously granted under the
Amended and Restated 2000 Performance Incentive Plan of U.S. Interactive, Inc.
(the "2000 Plan"); (ii) a total of 144,741 shares of Common Stock which are
reserved for future sale and issuance upon the exercise of options which may be
granted in the future under the 2000 Plan; (iii) a total of 1,742,391 additional
shares of Common Stock which are reserved for future sale and issuance upon the
exercise of options previously granted under the Amended and Restated 1998
Performance Incentive Plan of U.S. Interactive, Inc. (the "1998 Plan"); (iv) a
total of 1,757,609 additional shares of Common Stock which are reserved for
future sale and issuance upon the exercise of options which may be granted in
the future under the 1998 Plan; (v) a total of 391,331 shares of Common Stock
which are reserved for future sale and issuance upon the exercise of options
previously granted under the Soft Plus, Inc. 1997 Stock Plan (formerly Amended
and Restated 1994 Stock Plan); (vi) a total of 339,293 shares of Common Stock
which are reserved for future sale and issuance upon the exercise of options
previously granted under the Soft Plus, Inc. 1999 Stock Option Plan; (vii) a
total of 645,653 shares of Common Stock which are reserved for future sale and
issuance upon the exercise of options previously granted under the Soft Plus,
Inc. 1999 Stock Plan; and (viii) a total of 1,000,000 shares of Common Stock
which are reserved for future sale and issuance under the terms of the U.S.
Interactive, Inc. Employee Stock Purchase Plan. Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), an indeterminate
amount of additional Shares, which may become issuable pursuant to the
anti-dilution provisions of any of the above mentioned plans are also being
registered hereunder. The Company's Registration Statement on Form S-8 (Reg. No.
333-88033), which relates to a total of 3,000,000 shares of Common Stock
previously registered for offer and sale under the 1998 Plan, is incorporated by
reference.



ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed with the Commission by the
Company are incorporated in this registration statement by reference:

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1999;

         (b)      all other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), since the end of the fiscal year covered by the
                  registrant document referred to in (a) above; and

         (c)      the description of the Company's Common Stock contained in the
                  Company's Registration Statement on Form 8-A under Section
                  12(g) of the Exchange Act, including any amendment or report
                  filed to update the description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
have been sold or which deregisters all shares of Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein 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 document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.





<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The law firm of Dilworth Paxson LLP has rendered an opinion regarding
the legality of the Shares registered hereunder. As of June 9, 2000, certain
partners of Dilworth Paxson LLP beneficially owned in the aggregate
approximately 45,994 shares of Common Stock.


ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") contains certain provisions permitted under the
General Corporation Law of Delaware, as amended ("Delaware GCL"), which
eliminate the personal liability of directors for monetary damages for a breach
of the director's fiduciary duty, except for: (i) breach of a director's duty of
loyalty; (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) the unlawful payment of
dividends, stock purchase or stock redemption, or (iv) any transaction from
which the director derives any improper personal benefit. The Certificate of
Incorporation also contains provisions indemnifying the Company's directors,
officers and employees to the fullest extent permitted by the Delaware GCL. The
Company believes that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as directors, officers and employees.

         The Company's directors and officers are also insured against certain
liabilities under a directors and officers liability insurance policy maintained
by the Company.


ITEM 8. EXHIBITS

 Exhibit Number     Description
 --------------     -----------

   5                Opinion of Dilworth Paxson LLP.

   23.1             Consent of KPMG LLP.

   23.2             Consent of Dilworth Paxson LLP (included in Exhibit 5).

   24               Power of Attorney of certain officers and directors of the
                    Company (included in the signature page to this Registration
                    Statement).

   99.1             Amended and Restated 2000 Performance Incentive Plan of U.S.
                    Interactive, Inc.

   99.2             Amended and Restated 1998 Performance Incentive Plan of U.S.
                    Interactive, Inc. (incorporated by reference to Exhibit A to
                    the Definitive Proxy Statement filed with the Commission by
                    the Company on May 1, 2000.)

   99.3             Soft Plus, Inc. 1997 Stock Plan (formerly Amended and
                    Restated 1994 Stock Plan) (incorporated by reference to
                    Exhibit 10.8 to the Registration Statement on Form S-1
                    (Registration No. 333-32224) (the "S-1 Registration
                    Statement")).

   99.4             Soft Plus, Inc. 1999 Stock Option Plan (incorporated by
                    reference to Exhibit 10.7 to the S-1 Registration
                    Statement.)

   99.5             Soft Plus, Inc. 1999 Stock Plan (incorporated by reference
                    to Exhibit 10.6 to the S-1 Registration Statement.)

   99.6             U.S. Interactive, Inc. Employee Stock Purchase Plan
                    (incorporated by reference to Exhibit B to the Definitive
                    Proxy Statement filed with the Commission by the Company on
                    May 1, 2000.)



<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 to include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement.

              (2) That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered herein, 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 end of the offering.

         B.   The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or 15(d) of the Exchange Act of 1934 (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the Act
              and is, therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment
              by the registrant of expenses incurred or paid by a director,
              officer or controlling person of the registrant in the successful
              defense of any action, suit or proceeding) is asserted by such
              director, officer or controlling person in connection with the
              securities being registered, the registrant will, unless in the
              opinion of its counsel the matter has been settled by controlling
              precedent, submit to a court of appropriate jurisdiction the
              question whether such indemnification by it is against public
              policy as expressed in the Act and will be governed by the final
              adjudication of such issue.


<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 King of Prussia, Upper Merion Township, Commonwealth of
Pennsylvania, on the 7th day of July, 2000.


                              U.S. INTERACTIVE, INC.


                              By: /s/ Stephen T. Zarrilli
                                  --------------------------------------
                                   Stephen T. Zarrilli
                                   Chief Executive Officer and President



                                POWER OF ATTORNEY

         Each of the undersigned directors of U.S. Interactive, Inc. whose
signature appears below hereby appoints Stephen T. Zarrilli and Philip L.
Calamia, jointly and individually, as attorneys-in-fact for the undersigned with
full power of substitution, to execute in his name and on behalf of such person,
individually, and in each capacity stated below, this Registration Statement on
Form S-8 and one or more amendments (including post-effective amendments) to
this Registration Statement as the attorney-in-fact shall deem appropriate, and
to file any such amendment (including exhibits thereto and other documents in
connection herewith) to this Registration Statement on Form S-8 with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, full power and 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 such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or either of them, 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 in the
capacities and on the date indicated.
<TABLE>
<CAPTION>


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


<S>                                 <C>                                                 <C>

/s/ Stephen T. Zarrilli             Director, Chief Executive Officer and
---------------------------         President (Principal Executive Officer)
Stephen T. Zarrilli


/s/ Philip L. Calamia               Senior Vice President and Chief Financial Officer
---------------------------         (Principal Financial and Accounting
Philip L. Calamia                   Officer)

/s/ Eric Pulier                     Chairman of the Board of Directors
---------------------------
Eric Pulier


/s/ Robert E. Keith, Jr.            Director
---------------------------
Robert E. Keith, Jr.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


Signature                           Title                                                Date
---------                           -----                                                ----
<S>                                 <C>                                                 <C>



/s/ John D. Shulman                 Director
---------------------------
John D. Shulman


/s/ E. Michael Forgash              Director
---------------------------
E. Michael Forgash


/s/ John H. Klein                   Director
---------------------------
John H. Klein


/s/ William C. Jennings             Director
---------------------------
William C. Jennings


/s/ Robert Napier                   Director
---------------------------
Robert Napier


/s/ Mohan Uttarwar                  Director
---------------------------
Mohan Uttarwar



</TABLE>












<PAGE>



                                  EXHIBIT INDEX

   Exhibit Number             Description
   --------------             -----------


         5        Opinion of Dilworth Paxson LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Dilworth Paxson LLP (included in Exhibit 5).

         24       Power of Attorney of certain officers and directors of the
                  Company (included in the signature page to this Registration
                  Statement).

         99.1     Amended and Restated 2000 Performance Incentive Plan of U.S.
                  Interactive, Inc.

         99.2     Amended and Restated 1998 Performance Incentive Plan of U.S.
                  Interactive, Inc. (incorporated by reference to Exhibit A to
                  the Definitive Proxy Statement filed with the Commission by
                  the Company on May 1, 2000.)

         99.3     Soft Plus, Inc. 1997 Stock Plan (formerly Amended and Restated
                  1994 Stock Plan) (incorporated by reference to Exhibit 10.8 to
                  the Registration Statement on Form S-1 (Registration No.
                  333-32224) (the "S-1 Registration Statement")).

         99.4     Soft Plus, Inc. 1999 Stock Option Plan (incorporated by
                  reference to Exhibit 10.7 to the S-1 Registration Statement.)

         99.5     Soft Plus, Inc. 1999 Stock Plan (incorporated by reference to
                  Exhibit 10.6 to the S-1 Registration Statement.)

         99.6     U.S. Interactive, Inc. Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit B to the Definitive
                  Proxy Statement filed with the Commission by the Company on
                  May 1, 2000.)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 21411}]
{"company-data": {"conformed-name": "U S INTERACTIVE INC/PA", "cik": "0001086637", "assigned-sic": "8742", "irs-number": "223316696", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40986", "film-number": "669157"}, "business-address": {"street1": "2012 RENAISSANCE BLVD.", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406", "phone": "6103139700"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             U.S. Interactive, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                           22-3316696
-------------------------------                          ---------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                           2012 Renaissance Boulevard
                            King of Prussia, PA 19406
              (Address of Principal Executive Offices and Zip Code)

 Amended and Restated 2000 Performance Incentive Plan of U.S. Interactive, Inc.

 Amended and Restated 1998 Performance Incentive Plan of U.S. Interactive, Inc.

 Soft Plus, Inc. 1997 Stock Plan (formerly Amended and Restated 1994 Stock Plan)

                     Soft Plus, Inc. 1999 Stock Option Plan

                         Soft Plus, Inc. 1999 Stock Plan

               U.S. Interactive, Inc. Employee Stock Purchase Plan
                           (Full Titles of the Plans)

                               Stephen T. Zarrilli
                      Chief Executive Officer and President
                             U.S. Interactive, Inc.
                           2012 Renaissance Boulevard
                            King of Prussia, PA 19406
                     (Name and Address of Agent For Service)

                                 (610) 313-9700
          (Telephone Number, Including Area Code, of Agent For Service)
Copy to:

                            Susan E. Pendery, Esquire
                            Merritt A. Cole, Esquire
                               Dilworth Paxson LLP
                             3200 Mellon Bank Center
                               1735 Market Street
                      Philadelphia, Pennsylvania 19103-7595
                                 (215) 575-7000
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------------
                                                         Proposed Maximum       Proposed Maximum
       Title Of Securities             Amount To          Offering Price       Aggregate Offering          Amount Of
        To Be Registered             Be Registered           Per Share               Price             Registration Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 Par Value       2,902,350 shares         $14.50 (1)         $42,084,075.00 (1)      $11,110.20(1)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 Par Value       4,473,927 shares         $13.10 (2)         $58,608,443.70 (2)      $15,472.63(2)
-------------------------------------------------------------------------------------------------------------------------
Total Fee                                                                      $100,692,518.70          $26,582.83
-------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee,
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
     the basis of the average of the high and low prices for the Common Stock on
     July 3, 2000, as reported by the Nasdaq National Market System, for shares
     of Common Stock reserved for issuance under stock options or otherwise to
     be granted in the future under the above mentioned plans.

(2)  Estimated solely for the purpose of calculating the registration fee,
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
     the basis of the weighted average price at which stock options which have
     already been granted under the above mentioned plans may be exercised.
This registration statement relates to a total of 7,376,277 shares of
common stock, $.001 par value (the "Common Stock"), which are reserved for
future sale and issuance by U.S. Interactive, Inc. (the "Company") as follows:
(i) a total of 1,355,259 shares of Common Stock which are reserved for future
sale and issuance upon the exercise of options previously granted under the
Amended and Restated 2000 Performance Incentive Plan of U.S. Interactive, Inc.
(the "2000 Plan"); (ii) a total of 144,741 shares of Common Stock which are
reserved for future sale and issuance upon the exercise of options which may be
granted in the future under the 2000 Plan; (iii) a total of 1,742,391 additional
shares of Common Stock which are reserved for future sale and issuance upon the
exercise of options previously granted under the Amended and Restated 1998
Performance Incentive Plan of U.S. Interactive, Inc. (the "1998 Plan"); (iv) a
total of 1,757,609 additional shares of Common Stock which are reserved for
future sale and issuance upon the exercise of options which may be granted in
the future under the 1998 Plan; (v) a total of 391,331 shares of Common Stock
which are reserved for future sale and issuance upon the exercise of options
previously granted under the Soft Plus, Inc. 1997 Stock Plan (formerly Amended
and Restated 1994 Stock Plan); (vi) a total of 339,293 shares of Common Stock
which are reserved for future sale and issuance upon the exercise of options
previously granted under the Soft Plus, Inc. 1999 Stock Option Plan; (vii) a
total of 645,653 shares of Common Stock which are reserved for future sale and
issuance upon the exercise of options previously granted under the Soft Plus,
Inc. 1999 Stock Plan; and (viii) a total of 1,000,000 shares of Common Stock
which are reserved for future sale and issuance under the terms of the U.S.
Interactive, Inc. Employee Stock Purchase Plan. Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), an indeterminate
amount of additional Shares, which may become issuable pursuant to the
anti-dilution provisions of any of the above mentioned plans are also being
registered hereunder. The Company's Registration Statement on Form S-8 (Reg. No.
333-88033), which relates to a total of 3,000,000 shares of Common Stock
previously registered for offer and sale under the 1998 Plan, is incorporated by
reference.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed with the Commission by the
Company are incorporated in this registration statement by reference:

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1999;

         (b)      all other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), since the end of the fiscal year covered by the
                  registrant document referred to in (a) above; and

         (c)      the description of the Company's Common Stock contained in the
                  Company's Registration Statement on Form 8-A under Section
                  12(g) of the Exchange Act, including any amendment or report
                  filed to update the description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
have been sold or which deregisters all shares of Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein 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 document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The law firm of Dilworth Paxson LLP has rendered an opinion regarding
the legality of the Shares registered hereunder. As of June 9, 2000, certain
partners of Dilworth Paxson LLP beneficially owned in the aggregate
approximately 45,994 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") contains certain provisions permitted under the
General Corporation Law of Delaware, as amended ("Delaware GCL"), which
eliminate the personal liability of directors for monetary damages for a breach
of the director's fiduciary duty, except for: (i) breach of a director's duty of
loyalty; (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) the unlawful payment of
dividends, stock purchase or stock redemption, or (iv) any transaction from
which the director derives any improper personal benefit. The Certificate of
Incorporation also contains provisions indemnifying the Company's directors,
officers and employees to the fullest extent permitted by the Delaware GCL. The
Company believes that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as directors, officers and employees.

         The Company's directors and officers are also insured against certain
liabilities under a directors and officers liability insurance policy maintained
by the Company.

ITEM 8. EXHIBITS

 Exhibit Number     Description
 --------------     -----------

   5                Opinion of Dilworth Paxson LLP.

   23.1             Consent of KPMG LLP.

   23.2             Consent of Dilworth Paxson LLP (included in Exhibit 5).

   24               Power of Attorney of certain officers and directors of the
                    Company (included in the signature page to this Registration
                    Statement).

   99.1             Amended and Restated 2000 Performance Incentive Plan of U.S.
                    Interactive, Inc.

   99.2             Amended and Restated 1998 Performance Incentive Plan of U.S.
                    Interactive, Inc. (incorporated by reference to Exhibit A to
                    the Definitive Proxy Statement filed with the Commission by
                    the Company on May 1, 2000.)

   99.3             Soft Plus, Inc. 1997 Stock Plan (formerly Amended and
                    Restated 1994 Stock Plan) (incorporated by reference to
                    Exhibit 10.8 to the Registration Statement on Form S-1
                    (Registration No. 333-32224) (the "S-1 Registration
                    Statement")).

   99.4             Soft Plus, Inc. 1999 Stock Option Plan (incorporated by
                    reference to Exhibit 10.7 to the S-1 Registration
                    Statement.)

   99.5             Soft Plus, Inc. 1999 Stock Plan (incorporated by reference
                    to Exhibit 10.6 to the S-1 Registration Statement.)

   99.6             U.S. Interactive, Inc. Employee Stock Purchase Plan
                    (incorporated by reference to Exhibit B to the Definitive
                    Proxy Statement filed with the Commission by the Company on
                    May 1, 2000.)
ITEM 9. UNDERTAKINGS

         A.   The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement to include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement.

              (2) That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered herein, 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 end of the offering.

         B.   The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or 15(d) of the Exchange Act of 1934 (and, where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the Act
              and is, therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment
              by the registrant of expenses incurred or paid by a director,
              officer or controlling person of the registrant in the successful
              defense of any action, suit or proceeding) is asserted by such
              director, officer or controlling person in connection with the
              securities being registered, the registrant will, unless in the
              opinion of its counsel the matter has been settled by controlling
              precedent, submit to a court of appropriate jurisdiction the
              question whether such indemnification by it is against public
              policy as expressed in the Act and will be governed by the final
              adjudication of such issue.
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 King of Prussia, Upper Merion Township, Commonwealth of
Pennsylvania, on the 7th day of July, 2000.

                              U.S. INTERACTIVE, INC.

                              By: /s/ Stephen T. Zarrilli
                                  --------------------------------------
                                   Stephen T. Zarrilli
                                   Chief Executive Officer and President

                                POWER OF ATTORNEY

         Each of the undersigned directors of U.S. Interactive, Inc. whose
signature appears below hereby appoints Stephen T. Zarrilli and Philip L.
Calamia, jointly and individually, as attorneys-in-fact for the undersigned with
full power of substitution, to execute in his name and on behalf of such person,
individually, and in each capacity stated below, this Registration Statement on
Form S-8 and one or more amendments (including post-effective amendments) to
this Registration Statement as the attorney-in-fact shall deem appropriate, and
to file any such amendment (including exhibits thereto and other documents in
connection herewith) to this Registration Statement on Form S-8 with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, full power and 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 such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or either of them, 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 in the
capacities and on the date indicated.
Signature                           Title                                                Date
---------                           -----                                                ----
/s/ Stephen T. Zarrilli             Director, Chief Executive Officer and
---------------------------         President (Principal Executive Officer)
Stephen T. Zarrilli

/s/ Philip L. Calamia               Senior Vice President and Chief Financial Officer
---------------------------         (Principal Financial and Accounting
Philip L. Calamia                   Officer)

/s/ Eric Pulier                     Chairman of the Board of Directors
---------------------------
Eric Pulier

/s/ Robert E. Keith, Jr.            Director
---------------------------
Robert E. Keith, Jr.
Signature                           Title                                                Date
---------                           -----                                                ----
/s/ John D. Shulman                 Director
---------------------------
John D. Shulman

/s/ E. Michael Forgash              Director
---------------------------
E. Michael Forgash

/s/ John H. Klein                   Director
---------------------------
John H. Klein

/s/ William C. Jennings             Director
---------------------------
William C. Jennings

/s/ Robert Napier                   Director
---------------------------
Robert Napier

/s/ Mohan Uttarwar                  Director
---------------------------
Mohan Uttarwar
EXHIBIT INDEX

   Exhibit Number             Description
   --------------             -----------

         5        Opinion of Dilworth Paxson LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Dilworth Paxson LLP (included in Exhibit 5).

         24       Power of Attorney of certain officers and directors of the
                  Company (included in the signature page to this Registration
                  Statement).

         99.1     Amended and Restated 2000 Performance Incentive Plan of U.S.
                  Interactive, Inc.

         99.2     Amended and Restated 1998 Performance Incentive Plan of U.S.
                  Interactive, Inc. (incorporated by reference to Exhibit A to
                  the Definitive Proxy Statement filed with the Commission by
                  the Company on May 1, 2000.)

         99.3     Soft Plus, Inc. 1997 Stock Plan (formerly Amended and Restated
                  1994 Stock Plan) (incorporated by reference to Exhibit 10.8 to
                  the Registration Statement on Form S-1 (Registration No.
                  333-32224) (the "S-1 Registration Statement")).

         99.4     Soft Plus, Inc. 1999 Stock Option Plan (incorporated by
                  reference to Exhibit 10.7 to the S-1 Registration Statement.)

         99.5     Soft Plus, Inc. 1999 Stock Plan (incorporated by reference to
                  Exhibit 10.6 to the S-1 Registration Statement.)

         99.6     U.S. Interactive, Inc. Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit B to the Definitive
                  Proxy Statement filed with the Commission by the Company on
                  May 1, 2000.)