As filed with the Securities and Exchange Commission on June 5, 2001.

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933


                            APROPOS TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in its Charter)

       Illinois                                               36-3644751
       (State or Other Jurisdiction of                     (I.R.S. Employer
       Incorporation or Organization)                     Identification No.)

                           One Tower Lane, 28th Floor
                        Oakbrook Terrace, Illinois 60181
                    (Address of Principal Executive Offices)

                           2000 Omnibus Incentive Plan
                            (Full Title of the Plan)
                                 Kevin G. Kerns
                      Chief Executive Officer and President
                           One Tower Lane, 28th Floor
                        Oakbrook Terrace, Illinois 60181
                     (Name and Address of Agent For Service)

                                 (630) 472-9600
          (Telephone number, including area code, of agent for service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

                                                   Proposed Maximum        Proposed Maximum
 Title of Securities to be     Amount to be       Offering Price Per      Aggregate Offering         Amount of
        Registered            Registered(1)            Share(2)                Price             Registration Fee

<S>                             <C>                     <C>                   <C>                      <C>
Common Shares (par              2,400,000               $2.54                 $6,096,000               $1,524
value $.01 per share)


1        Pursuant to Rule 416(a) under the Securities Act of 1933, this
         registration statement also covers an indeterminate number of
         additional common shares which may be issued if the anti-dilution
         adjustment provisions of the plan become operative.

2        Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(c) and (h) under the Securities Act of 1933 on
         the basis of the average high and low prices of the Common Shares as
         reported on the Nasdaq National Market System on June 1, 2001.

</TABLE>

<PAGE>

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  On May 8, 2001, the shareholders of Apropos Technology, Inc.
(the "Company") approved a proposal to increase the number of common shares
reserved for issuance under the Company's 2000 Omnibus Incentive Plan by
2,400,000 shares. Pursuant to General Instruction E of Form S-8, the
Registration Statement on Form S-8 filed by the "Company (File No. 333-33974) on
April 4, 2000, with the Securities and Exchange Commission (the Commission") is
incorporated by reference.

                  The following documents are also incorporated by reference
into this registration statement:

                  The Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000, which has heretofore been filed by the Company
         with the Commission pursuant to the Securities Exchange Act of 1934, as
         amended (the "1934 Act"); and

                  The Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 2001, which has heretofore been filed by the Company
         with the Commission pursuant to the 1934 Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment 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 to be a part
hereof from the date of filing of such documents (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 registrant pursuant to Section 13(a), 13(c), 14 and
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 registrant'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 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 8.  Exhibits.
         --------

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

                  The 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, 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.

                                       2

<PAGE>

                  (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 the purposes of determining any liability under
the Act, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and where applicable each filing of an
employee benefit plan's annual report pursuant to 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.

                   (5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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
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 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.


                                       3
<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oakbrook Terrace, State of Illinois,
on the 5th day of June, 2001.

                                        APROPOS TECHNOLOGY, INC.


                                        By /s/ Kevin G. Kerns
                                           -------------------------------------
                                           Kevin G. Kerns
                                           Chief Executive Officer and President


                                POWER OF ATTORNEY

                  We, the undersigned officers and directors of Apropos
Technology, Inc., hereby severally constitute Kevin G. Kerns and Francis J.
Leonard, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Apropos Technology, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 5th day of June, 2001.

         Signature                                        Title

         /s/ Kevin G. Kerns                      Director, Chief Executive
         -------------------------------         Officer and President
         Kevin G. Kerns                          (Principal Executive Officer)

         /s/ Francis J. Leonard                  Chief Financial Officer
         -------------------------------         (Principal Financial and
         Francis J. Leonard                      Accounting Officer)

         /s/ Patrick K. Brady                    Director
         -------------------------------
         Patrick K. Brady

         /s/ Keith L. Crandell                   Director
         -------------------------------
         Keith L. Crandell

         /s/ Jaime W. Ellertson                  Director
         -------------------------------
         Jaime W. Ellertson

         /s/ George B. Koch                      Director
         -------------------------------
         George B. Koch

         /s/ Roger R. Nelson                     Director
         -------------------------------
         Roger R. Nelson


                                       4
<PAGE>


                                  EXHIBIT INDEX

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

       5                  Opinion of McDermott, Will & Emery (including consent)

     23.1                 Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "filename": "a54512s8.txt", "secsgml_size_bytes": 11806}]
{"company-data": {"conformed-name": "APROPOS TECHNOLOGY INC", "cik": "0001098803", "assigned-sic": "7372", "irs-number": "363644751"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62280", "film-number": "1654137"}, "business-address": {"street1": "ONE TOWER LANE 28TH FLOOR", "city": "OAKBROOK TERRACE", "state": "IL", "zip": "60181"}, "mail-address": {"street1": "ONE TOWER LANE 28TH FLOOR", "city": "OAKBROOK TERRACE", "state": "IL", "zip": "60181"}}
As filed with the Securities and Exchange Commission on June 5, 2001.

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933

                            APROPOS TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in its Charter)

       Illinois                                               36-3644751
       (State or Other Jurisdiction of                     (I.R.S. Employer
       Incorporation or Organization)                     Identification No.)

                           One Tower Lane, 28th Floor
                        Oakbrook Terrace, Illinois 60181
                    (Address of Principal Executive Offices)

                           2000 Omnibus Incentive Plan
                            (Full Title of the Plan)
                                 Kevin G. Kerns
                      Chief Executive Officer and President
                           One Tower Lane, 28th Floor
                        Oakbrook Terrace, Illinois 60181
                     (Name and Address of Agent For Service)

                                 (630) 472-9600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum        Proposed Maximum
 Title of Securities to be     Amount to be       Offering Price Per      Aggregate Offering         Amount of
        Registered            Registered(1)            Share(2)                Price             Registration Fee
Common Shares (par              2,400,000               $2.54                 $6,096,000               $1,524
value $.01 per share)

1        Pursuant to Rule 416(a) under the Securities Act of 1933, this
         registration statement also covers an indeterminate number of
         additional common shares which may be issued if the anti-dilution
         adjustment provisions of the plan become operative.

2        Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(c) and (h) under the Securities Act of 1933 on
         the basis of the average high and low prices of the Common Shares as
         reported on the Nasdaq National Market System on June 1, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  On May 8, 2001, the shareholders of Apropos Technology, Inc.
(the "Company") approved a proposal to increase the number of common shares
reserved for issuance under the Company's 2000 Omnibus Incentive Plan by
2,400,000 shares. Pursuant to General Instruction E of Form S-8, the
Registration Statement on Form S-8 filed by the "Company (File No. 333-33974) on
April 4, 2000, with the Securities and Exchange Commission (the Commission") is
incorporated by reference.

                  The following documents are also incorporated by reference
into this registration statement:

                  The Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000, which has heretofore been filed by the Company
         with the Commission pursuant to the Securities Exchange Act of 1934, as
         amended (the "1934 Act"); and

                  The Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 2001, which has heretofore been filed by the Company
         with the Commission pursuant to the 1934 Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment 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 to be a part
hereof from the date of filing of such documents (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 registrant pursuant to Section 13(a), 13(c), 14 and
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 registrant'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 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 8.  Exhibits.
         --------

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

                  The 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, 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.

                                       2
(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 the purposes of determining any liability under
the Act, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and where applicable each filing of an
employee benefit plan's annual report pursuant to 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.

                   (5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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
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 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.

                                       3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oakbrook Terrace, State of Illinois,
on the 5th day of June, 2001.

                                        APROPOS TECHNOLOGY, INC.

                                        By /s/ Kevin G. Kerns
                                           -------------------------------------
                                           Kevin G. Kerns
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

                  We, the undersigned officers and directors of Apropos
Technology, Inc., hereby severally constitute Kevin G. Kerns and Francis J.
Leonard, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Apropos Technology, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 5th day of June, 2001.

         Signature                                        Title

         /s/ Kevin G. Kerns                      Director, Chief Executive
         -------------------------------         Officer and President
         Kevin G. Kerns                          (Principal Executive Officer)

         /s/ Francis J. Leonard                  Chief Financial Officer
         -------------------------------         (Principal Financial and
         Francis J. Leonard                      Accounting Officer)

         /s/ Patrick K. Brady                    Director
         -------------------------------
         Patrick K. Brady

         /s/ Keith L. Crandell                   Director
         -------------------------------
         Keith L. Crandell

         /s/ Jaime W. Ellertson                  Director
         -------------------------------
         Jaime W. Ellertson

         /s/ George B. Koch                      Director
         -------------------------------
         George B. Koch

         /s/ Roger R. Nelson                     Director
         -------------------------------
         Roger R. Nelson

                                       4
EXHIBIT INDEX

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

       5                  Opinion of McDermott, Will & Emery (including consent)

     23.1                 Consent of Ernst & Young LLP