<PAGE>
 
     As filed with the Securities and Exchange Commission on July 29, 1996

                                                Registration Statement No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

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

                                 OneWave, Inc.
            (Exact name of Registrant as specified in its charter)
            Delaware                                    04-3249618
    (State of incorporation)             (I.R.S. Employer Identification Number)

                            One Arsenal Marketplace
                         Watertown, Massachusetts 02172
                                 (617) 923-6500

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                         OneWave, Inc. 1995 Stock Plan

                         OneWave, Inc. 1996 Stock Plan

                   OneWave, Inc. Employee Stock Purchase Plan

                           (Full Title of the Plans)

                         ----------------------------

                                Klaus P. Besier
                     President and Chief Executive Officer
                                 OneWave, Inc.
                            One Arsenal Marketplace
                         Watertown, Massachusetts 02172
                                 (617) 923-6500

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                          ----------------------------
                                With copies to:

                             John J. Egan III, Esq.
                          Goodwin, Procter & Hoar  LLP
                                    Exchange Place
                          Boston, Massachusetts 02109
                                 (617) 570-1514
                          --------------------------- 

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
                                             Proposed    Proposed              
                                              Maximum     Maximum      Amount  
                                             Offering    Aggregate       of
Title of Securities to be    Amount to be    Price Per   Offering   Registration
 Registered                 Registered (1)     Share       Price        Fee
- --------------------------------------------------------------------------------
<S>                          <C>          <C>         <C>           <C>
Common Stock (2)                 40,000       $.015           $600         $1
                                446,267       $1.50       $669,400       $231
                                636,533       $4.50     $2,864,400       $988
                                    667       $5.00         $3,335         $2
                              1,281,333       $7.50     $9,610,000     $3,314
                                951,800      $12.00    $11,421,600     $3,938
- --------------------------------------------------------------------------------
Common Stock                    943,400     $13.875(3) $13,089,675     $4,514
================================================================================
</TABLE>
(1)  This Registration Statement also relates to such indeterminate number of
     additional shares as may be issuable pursuant to the OneWave, Inc. 1995
     Stock Plan, the OneWave, Inc. 1996 Stock Plan and the OneWave, Inc.
     Employee Stock Purchase Plan as a result of a stock dividend, reverse stock
     split, split-up, recapitalization or other similar event.

(2)  The aggregate offering price and fee are computed based on the exercise
     price of the options to purchase shares of Common Stock of OneWave, Inc.,
     par value $.001 per share, which have been granted to date under the
     OneWave, Inc. 1995 Stock Plan and the OneWave, Inc. 1996 Stock Plan in
     accordance with Rule 457(h) under the Securities Act of 1933.

(3)  This estimate is based on the average of the high and low prices of the
     Common Stock of OneWave, Inc., par value $.001 per share, as reported on
     the Nasdaq National Market on July 25, 1996, pursuant to Rule 457(c) and
     (h) under the Securities Act of 1933, solely for purposes of determining
     the registration fee with respect to the shares of Common Stock to be
     issued under the OneWave, Inc. Employee Stock Purchase Plan and OneWave,
     Inc. 1996 Stock Plan.
=============================================================================

<PAGE>
 
                                    PART I
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

Item 1.  Plan Information.*
         ----------------  

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -----------------------------------------------------------  


         * Information required by Part I to be contained in the Section 10(a) 
Prospectuses is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         OneWave, Inc. (the "Registrant") hereby incorporates by reference the 
documents listed in (a) through (c) below, which have previously been filed 
with the Securities and Exchange Commission (the "Commission").

         (a)  The Registrant's prospectus, filed with the Commission on July 3,
              1996 pursuant to Rule 424(b) of the Securities Act of 1933;

         (b)  All other reports filed with the Commission since December 31,
              1995 pursuant to Section 13(a) or 15(d) of the Securities
              Exchange Act of 1934; and

         (c)  The description of the Registrant's Common Stock contained in its
              Registration Statement on Form 8-A, filed with the Commission on
              May 30, 1996, pursuant to Section 12(g) of the Securities
              Exchange Act of 1934, and any amendments or reports filed for the
              purpose of updating such description.

         In addition, all documents subsequently filed with the Commission by 
the Registrant pursuant to Sections 13(a) and 13(c), Section 14 and Section
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder 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. Any statement contained
in a document incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein 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 4.  Description of Securities.
         ------------------------- 

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

         Not Applicable.

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

         Section 145 of the Delaware General Corporation Law provides that a 
corporation may indemnify a director, officer, employee or agent against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in respect of or in successful defense of any action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

         Article VII of the Registrant's Third Amended and Restated Certificate 
of Incorporation provides that a director of the Registrant shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (to the extent provided by
applicable law) for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or
any amendment or successor provisions thereto, or (iv) for any transaction from
which the director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Registrant shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law, as so amended. Any repeal or
modification of Article VII of the Registrant's Third
<PAGE>
 
Amended and Restated Certificate of Incorporation shall not adversely affect any
right or protection of a director of the Registrant existing at the time of such
repeal or modification.

         Article V of the Registrant's Amended and Restated By-laws provides 
that the Registrant shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is, or was, a director, officer or employee of the
Registrant, or is or was serving at the request of the Registrant, as a
director, officer or employee of any subsidiary of the Company or in any other
capacity with any other corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement reasonably incurred by him in connection with such
action, suit or proceeding to the maximum extent permitted by the Delaware
General Corporation Law. The terms of Article V substantially incorporate the
provisions of Section 145 of the Delaware General Corporation Law. The
indemnification provided for in Article V is expressly not exclusive of any
other rights of indemnification to which any such director or officer may be
entitled under any by-law, agreement, vote of stockholders or directors or
otherwise.


Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

         Not Applicable.


Item 8.  Exhibits.
         -------- 

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:

       4.1  Third Amended and Restated Certificate of Incorporation of OneWave, 
            Inc.
      +4.2  Amended and Restated By-Laws of OneWave, Inc.
       5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
            securities being registered.
      23.1  Consent of Goodwin, Procter & Hoar LLP (included in their opinion 
            filed as Exhibit 5.1 hereto).
      23.2  Consent of Arthur Andersen LLP, Independent Public Accountants.
      24.1  Power of Attorney (included on the signature page of this Registra-
            tion Statement).
     +99.1  OneWave, Inc. 1995 Stock Plan, as amended.
     +99.2  OneWave, Inc. 1996 Stock Plan, as amended.
     +99.3  OneWave, Inc. Employee Stock Purchase Plan, as amended.

- -----------------------------
+ Incorporated by reference to the relevant exhibit to the OneWave, Inc.
  Registration Statement on Form S-1 (File No. 333-04235) as filed with the
  Commission on May 22, 1996.



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 of 1933;

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

                                       2
<PAGE>
 
                           (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) herein
              do not apply if the information required to be included in a post-
              effective amendment by those paragraphs is contained in periodic
              reports filed with or furnished to the Commission by the
              undersigned Registrant pursuant to Section 13 or Section 15(d) of
              the Securities Exchange Act of 1934 that are incorporated by
              reference 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 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 of
              1933, each filing of the Registrant's annual report pursuant to
              Section 13(a) or 15(d) of the Securities 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 Securities Act of 1933, 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 of 1933 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 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 Watertown, Commonwealth of Massachusetts on this
29th day of July, 1996.

                                       ONEWAVE, INC.



                                       By: /s/ Klaus P. Besier
                                          --------------------
                                           Klaus P. Besier
                                           Chairman of the Board, President and
                                           Chief Executive Officer


                               POWER OF ATTORNEY


  KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of OneWave, Inc. hereby severally constitute Klaus P. Besier, Mark J.
Gallagher and Craig Newfield  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 filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable OneWave, Inc. to comply with the provisions of the
Securities Act of 1933, 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 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                        CAPACITY                     DATE
         ---------                        --------                     ----     
<S>                          <C>                                  <C>

/s/ Klaus P. Besier
- --------------------------   Chairman of the Board, President     July  29, 1996
Klaus P. Besier              and Chief Executive Officer 
                             (Principal Executive Officer)
              
/s/ Mark J. Gallagher
- --------------------------   Chief Financial Officer              July  29, 1996
Mark J. Gallagher            (Principal Financial Officer
                             and Principal Accounting Officer)             
/s/ Albert Carnesale
- --------------------------   Director                             July  29, 1996
Albert Carnesale
 
/s/ Manuel Diaz
- --------------------------   Director                             July  29, 1996
Manuel Diaz
 
/s/ Stephen Levy
- --------------------------   Director                             July  29, 1996
Stephen Levy
 
/s/ Ofer Nemirovsky
- --------------------------   Director                             July  29, 1996
Ofer Nemirovsky
 
/s/ Sundar Subramaniam
- --------------------------   Director                             July  29, 1996
Sundar Subramaniam
</TABLE>
                                       4
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

Exhibit No.                        Description
- -----------                        -----------

        4.1  Third Amended and Restated Certificate of Incorporation of 
             OneWave, Inc.

       +4.2  Amended and Restated By-Laws of OneWave, Inc.

        5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
             securities being registered.

       23.1  Consent of Goodwin, Procter & Hoar LLP (included in their opinion 
             filed as Exhibit 5.1 hereto).

       23.2  Consent of Arthur Andersen LLP, Independent Public Accountants.

       24.1  Power of Attorney (included on the signature page of this 
             registration statement).

      +99.1  OneWave, Inc. 1995 Stock Plan, as amended.

      +99.2  OneWave, Inc. 1996 Stock Plan, as amended.

      +99.3  OneWave, Inc. Employee Stock Purchase Plan, as amended.


- --------------------------------
   +   Incorporated by reference to the relevant exhibit to the OneWave, Inc.
       Registration Statement on Form S-1 (File No.333-04235) as filed with the
       Commission on May 22, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22602}]
{"company-data": {"conformed-name": "ONEWAVE INC", "cik": "0001011255", "assigned-sic": "7372", "irs-number": "043249618", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09101", "film-number": "96600542"}, "business-address": {"street1": "ONE ARSENAL MARKETPLACE", "city": "WATERT0WN", "state": "MA", "zip": "02172", "phone": "6179239500"}, "former-company": {"former-conformed-name": "BUSINESS WEB INC", "date-changed": "19960428"}}
As filed with the Securities and Exchange Commission on July 29, 1996

                                                Registration Statement No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

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

                                 OneWave, Inc.
            (Exact name of Registrant as specified in its charter)
            Delaware                                    04-3249618
    (State of incorporation)             (I.R.S. Employer Identification Number)

                            One Arsenal Marketplace
                         Watertown, Massachusetts 02172
                                 (617) 923-6500

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                         OneWave, Inc. 1995 Stock Plan

                         OneWave, Inc. 1996 Stock Plan

                   OneWave, Inc. Employee Stock Purchase Plan

                           (Full Title of the Plans)

                         ----------------------------

                                Klaus P. Besier
                     President and Chief Executive Officer
                                 OneWave, Inc.
                            One Arsenal Marketplace
                         Watertown, Massachusetts 02172
                                 (617) 923-6500

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                          ----------------------------
                                With copies to:

                             John J. Egan III, Esq.
                          Goodwin, Procter & Hoar  LLP
                                    Exchange Place
                          Boston, Massachusetts 02109
                                 (617) 570-1514
                          --------------------------- 

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                             Proposed    Proposed              
                                              Maximum     Maximum      Amount  
                                             Offering    Aggregate       of
Title of Securities to be    Amount to be    Price Per   Offering   Registration
 Registered                 Registered (1)     Share       Price        Fee
- --------------------------------------------------------------------------------
Common Stock (2)                 40,000       $.015           $600         $1
                                446,267       $1.50       $669,400       $231
                                636,533       $4.50     $2,864,400       $988
                                    667       $5.00         $3,335         $2
                              1,281,333       $7.50     $9,610,000     $3,314
                                951,800      $12.00    $11,421,600     $3,938
- --------------------------------------------------------------------------------
Common Stock                    943,400     $13.875(3) $13,089,675     $4,514
================================================================================
(1)  This Registration Statement also relates to such indeterminate number of
     additional shares as may be issuable pursuant to the OneWave, Inc. 1995
     Stock Plan, the OneWave, Inc. 1996 Stock Plan and the OneWave, Inc.
     Employee Stock Purchase Plan as a result of a stock dividend, reverse stock
     split, split-up, recapitalization or other similar event.

(2)  The aggregate offering price and fee are computed based on the exercise
     price of the options to purchase shares of Common Stock of OneWave, Inc.,
     par value $.001 per share, which have been granted to date under the
     OneWave, Inc. 1995 Stock Plan and the OneWave, Inc. 1996 Stock Plan in
     accordance with Rule 457(h) under the Securities Act of 1933.

(3)  This estimate is based on the average of the high and low prices of the
     Common Stock of OneWave, Inc., par value $.001 per share, as reported on
     the Nasdaq National Market on July 25, 1996, pursuant to Rule 457(c) and
     (h) under the Securities Act of 1933, solely for purposes of determining
     the registration fee with respect to the shares of Common Stock to be
     issued under the OneWave, Inc. Employee Stock Purchase Plan and OneWave,
     Inc. 1996 Stock Plan.
=============================================================================
PART I
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

Item 1.  Plan Information.*
         ----------------  

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -----------------------------------------------------------  

         * Information required by Part I to be contained in the Section 10(a) 
Prospectuses is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         OneWave, Inc. (the "Registrant") hereby incorporates by reference the 
documents listed in (a) through (c) below, which have previously been filed 
with the Securities and Exchange Commission (the "Commission").

         (a)  The Registrant's prospectus, filed with the Commission on July 3,
              1996 pursuant to Rule 424(b) of the Securities Act of 1933;

         (b)  All other reports filed with the Commission since December 31,
              1995 pursuant to Section 13(a) or 15(d) of the Securities
              Exchange Act of 1934; and

         (c)  The description of the Registrant's Common Stock contained in its
              Registration Statement on Form 8-A, filed with the Commission on
              May 30, 1996, pursuant to Section 12(g) of the Securities
              Exchange Act of 1934, and any amendments or reports filed for the
              purpose of updating such description.

         In addition, all documents subsequently filed with the Commission by 
the Registrant pursuant to Sections 13(a) and 13(c), Section 14 and Section
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder 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. Any statement contained
in a document incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein 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 4.  Description of Securities.
         ------------------------- 

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

         Not Applicable.

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

         Section 145 of the Delaware General Corporation Law provides that a 
corporation may indemnify a director, officer, employee or agent against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in respect of or in successful defense of any action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

         Article VII of the Registrant's Third Amended and Restated Certificate 
of Incorporation provides that a director of the Registrant shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (to the extent provided by
applicable law) for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or
any amendment or successor provisions thereto, or (iv) for any transaction from
which the director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Registrant shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law, as so amended. Any repeal or
modification of Article VII of the Registrant's Third
Amended and Restated Certificate of Incorporation shall not adversely affect any
right or protection of a director of the Registrant existing at the time of such
repeal or modification.

         Article V of the Registrant's Amended and Restated By-laws provides 
that the Registrant shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is, or was, a director, officer or employee of the
Registrant, or is or was serving at the request of the Registrant, as a
director, officer or employee of any subsidiary of the Company or in any other
capacity with any other corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement reasonably incurred by him in connection with such
action, suit or proceeding to the maximum extent permitted by the Delaware
General Corporation Law. The terms of Article V substantially incorporate the
provisions of Section 145 of the Delaware General Corporation Law. The
indemnification provided for in Article V is expressly not exclusive of any
other rights of indemnification to which any such director or officer may be
entitled under any by-law, agreement, vote of stockholders or directors or
otherwise.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

         Not Applicable.

Item 8.  Exhibits.
         -------- 

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:

       4.1  Third Amended and Restated Certificate of Incorporation of OneWave, 
            Inc.
      +4.2  Amended and Restated By-Laws of OneWave, Inc.
       5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
            securities being registered.
      23.1  Consent of Goodwin, Procter & Hoar LLP (included in their opinion 
            filed as Exhibit 5.1 hereto).
      23.2  Consent of Arthur Andersen LLP, Independent Public Accountants.
      24.1  Power of Attorney (included on the signature page of this Registra-
            tion Statement).
     +99.1  OneWave, Inc. 1995 Stock Plan, as amended.
     +99.2  OneWave, Inc. 1996 Stock Plan, as amended.
     +99.3  OneWave, Inc. Employee Stock Purchase Plan, as amended.

- -----------------------------
+ Incorporated by reference to the relevant exhibit to the OneWave, Inc.
  Registration Statement on Form S-1 (File No. 333-04235) as filed with the
  Commission on May 22, 1996.

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 of 1933;

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

                                       2
(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) herein
              do not apply if the information required to be included in a post-
              effective amendment by those paragraphs is contained in periodic
              reports filed with or furnished to the Commission by the
              undersigned Registrant pursuant to Section 13 or Section 15(d) of
              the Securities Exchange Act of 1934 that are incorporated by
              reference 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 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 of
              1933, each filing of the Registrant's annual report pursuant to
              Section 13(a) or 15(d) of the Securities 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 Securities Act of 1933, 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 of 1933 and will be governed by the final
              adjudication of such issue.

                                       3
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 the City of Watertown, Commonwealth of Massachusetts on this
29th day of July, 1996.

                                       ONEWAVE, INC.

                                       By: /s/ Klaus P. Besier
                                          --------------------
                                           Klaus P. Besier
                                           Chairman of the Board, President and
                                           Chief Executive Officer

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of OneWave, Inc. hereby severally constitute Klaus P. Besier, Mark J.
Gallagher and Craig Newfield  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 filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable OneWave, Inc. to comply with the provisions of the
Securities Act of 1933, 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 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                        CAPACITY                     DATE
         ---------                        --------                     ----
/s/ Klaus P. Besier
- --------------------------   Chairman of the Board, President     July  29, 1996
Klaus P. Besier              and Chief Executive Officer 
                             (Principal Executive Officer)
              
/s/ Mark J. Gallagher
- --------------------------   Chief Financial Officer              July  29, 1996
Mark J. Gallagher            (Principal Financial Officer
                             and Principal Accounting Officer)             
/s/ Albert Carnesale
- --------------------------   Director                             July  29, 1996
Albert Carnesale
 
/s/ Manuel Diaz
- --------------------------   Director                             July  29, 1996
Manuel Diaz
 
/s/ Stephen Levy
- --------------------------   Director                             July  29, 1996
Stephen Levy
 
/s/ Ofer Nemirovsky
- --------------------------   Director                             July  29, 1996
Ofer Nemirovsky
 
/s/ Sundar Subramaniam
- --------------------------   Director                             July  29, 1996
Sundar Subramaniam
4
EXHIBIT INDEX
                                 -------------

Exhibit No.                        Description
- -----------                        -----------

        4.1  Third Amended and Restated Certificate of Incorporation of 
             OneWave, Inc.

       +4.2  Amended and Restated By-Laws of OneWave, Inc.

        5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
             securities being registered.

       23.1  Consent of Goodwin, Procter & Hoar LLP (included in their opinion 
             filed as Exhibit 5.1 hereto).

       23.2  Consent of Arthur Andersen LLP, Independent Public Accountants.

       24.1  Power of Attorney (included on the signature page of this 
             registration statement).

      +99.1  OneWave, Inc. 1995 Stock Plan, as amended.

      +99.2  OneWave, Inc. 1996 Stock Plan, as amended.

      +99.3  OneWave, Inc. Employee Stock Purchase Plan, as amended.

- --------------------------------
   +   Incorporated by reference to the relevant exhibit to the OneWave, Inc.
       Registration Statement on Form S-1 (File No.333-04235) as filed with the
       Commission on May 22, 1996.