<PAGE>

   As filed with the Securities and Exchange Commission on December 21, 1999
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 ABOUT.COM, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                     13-4034015
  (State or other jurisdiction                (IRS Employer Identification No.)
 of incorporation or organization)

                         220 E. 42ND STREET, 24TH FLOOR
                            NEW YORK, NEW YORK 10017
               (Address of principal executive offices) (Zip Code)

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

     NORTH SKY, INC. (FORMERLY DIRECT CONNECT, INC.) 1997 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                               MR. SCOTT P. KURNIT
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 ABOUT.COM, INC.
                         220 E. 42ND STREET, 24TH FLOOR
                            NEW YORK, NEW YORK 10017
                     (Name and address of agent for service)

                                 (212) 849-2000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================ ======================= ======================== ======================== =======================
                                                            Proposed Maximum            Proposed
        Title of Securities           Amount to be         Offering Price per        Maximum Aggregate           Amount of
         to be Registered            Registered(1)              Share(2)            Offering Price(2)        Registration Fee
-------------------------------- ----------------------- ------------------------ ------------------------ -----------------------
<S>                              <C>                     <C>                      <C>                      <C>
1997 Stock Option Plan
----------------------
Common Stock, $0.001 par value      413,646 shares              $9.86               $4,078,549.56             $1,076.74

Aggregate Registration Fee                                                                                    $1,076.74

================================ ======================= ======================== ======================== =======================
</TABLE>

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the North Sky, Inc. (formerly
      Direct Connect, Inc.) 1997 Stock Option Plan by reason of any stock
      dividend, stock split, recapitalization or other similar transaction
      effected without the Registrant's receipt of consideration which results
      in an increase in the number of the outstanding shares of Registrant's
      Common Stock.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the weighted average
      exercise price of the outstanding options.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  About.com, Inc. (the  "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended  September 30, 1999 filed with the SEC on
                  November 15, 1999.

         (b)      The Registrant's current report on Form 8-K filed with the
                  SEC on December 15, 1999.

         (c)      The Registrant's prospectus filed with the SEC pursuant to
                  Rule 424(b) promulgated under the Securities Act of 1933, as
                  amended (the "1933 Act") filed with the SEC on October 29,
                  1999, in connection with the Registrant's Registration
                  Statement No. 333-88507, in which there is set forth the
                  audited financial statements for the Registrant's fiscal year
                  ended December 31, 1998; and

         (d)      The Registrant's Registration Statement No. 000-25525 on Form
                  8-A filed with the SEC on March 10, 1999, in which there is
                  described the terms, rights and provisions applicable to the
                  Registrant's outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference
into 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
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 subsequently filed document which also is
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
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the 1933 Act.
Article VIII of the Registrant's Amended and Restated Bylaws provides for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted
by the Delaware General Corporation Law. The Registrant's Second Amended and
Restated Certificate of Incorporation provides that, subject to Delaware law,
its directors shall not be personally liable for monetary damages for breach
of the directors' fiduciary duty as directors to the Registrant and its
stockholders. This provision in the Second Amended and Restated Certificate
of Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach
of the director's duty of loyalty to the Registrant or its stockholders for

                                     II-1
<PAGE>

acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit
to the director, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental
laws. The Registrant intends to enter into indemnification agreements with
its officers and directors, which will provide the Registrant's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law. The Registrant maintains directors' and
officers' liability insurance policies insuring the Registrant's directors
and officers against certain liabilities and expenses incurred by them in
their capacities as such, and insuring the Registrant under certain
circumstances, in the event that indemnification payments are made by the
Registrant to such directors and officers.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

Item 8.  EXHIBITS

<TABLE>
<CAPTION>
   EXHIBIT NUMBER     EXHIBIT
   --------------     -------
<S>                   <C>
        4             Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement
                      No. 000-25525 on Form 8-A, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(d) to this Registration Statement.

        5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1           Consent of KPMG LLP, Independent Auditors.
       23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
       24             Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
       99.1           North Sky, Inc. (formerly Direct Connect, Inc.) 1997 Stock
                      Option Plan.
       99.2           Form of Option Assumption Agreement.
</TABLE>

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 1933 Act, (ii) to reflect in
the prospectus any facts or events arising after the effective date of this
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 this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (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 North Sky, Inc. (formerly Direct Connect,
Inc.) 1997 Stock Option Plan.

                  B.       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference into this 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.

                                     II-2
<PAGE>

                  C.       Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the indemnification provisions
summarized in Item 6 or otherwise, the Registrant has been advised that, in
the opinion of the SEC, such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
by the 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 1933 Act and will be governed by the final adjudication of
such issue.































                                      II-3
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 New York, State of New York on this
21st day of December, 1999.

                                   ABOUT.COM, INC.

                                   By:     /s/ Scott P. Kurnit
                                      ----------------------------------------
                                           Scott P. Kurnit
                                           Chairman, President and Chief
                                           Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of About.com,
Inc., a Delaware corporation, do hereby constitute and appoint Scott P,
Kurnit, Chairman, President and Chief Executive Officer and Todd B. Sloan,
Chief Financial Officer and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents,
or any one of them, shall do or cause to be done by virtue hereof. This Power
of Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                   TITLE                                    DATE
               ---------                                   -----                                    ----
<S>                                      <C>                                                 <C>

/s/ Scott P. Kurnit                      President, Chief Executive Officer                  December 21, 1999
------------------------------           (Principal Executive Officer) and
Scott P. Kurnit                          Chairman of the Board of Directors


/s/ Todd B. Sloan                        Chief Financial Officer                             December 21, 1999
------------------------------           (Principal Financial Officer)
Todd B. Sloan

/s/ Frank J. Biondi, Jr.
------------------------------           Director                                            December 21, 1999
Frank J. Biondi, Jr.

                                     II-4
<PAGE>

<CAPTION>
               SIGNATURE                                   TITLE                                    DATE
               ---------                                   -----                                    ----
<S>                                      <C>                                                 <C>


/s/ Dixon R. Doll                        Director                                            December 21, 1999
------------------------------
Dixon R. Doll


/s/ Ronald Unterman                      Director                                            December 21, 1999
------------------------------
Ronald Unterman


/s/ Marc M. Watson                       Director                                            December 21, 1999
------------------------------
Marc M. Watson


/s/ Kristopher A. Wood                   Director                                            December 21, 1999
------------------------------
Kristopher A. Wood
</TABLE>















                                     II-5
<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                 ABOUT.COM, INC.


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   EXHIBIT NUMBER     EXHIBIT
   --------------     -------
<S>                   <C>
         4            Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement
                      No. 000-25525 on Form 8-A, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
         5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1           Consent of KPMG LLP, Independent Auditors.
       23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
       24             Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
       99.1           North Sky, Inc. (formerly Direct Connect, Inc.) 1997 Stock
                      Option Plan.
       99.2           Form of Option Assumption Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19999}]
{"company-data": {"conformed-name": "ABOUT COM INC", "cik": "0001075314", "assigned-sic": "7373", "irs-number": "134034015"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93303", "film-number": "99778541"}, "business-address": {"street1": "220 E 42ND ST", "street2": "24TH FL", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2128492000"}, "mail-address": {"street1": "220 E 42ND ST", "street2": "24TH FL", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": {"former-conformed-name": "MININGCO COM INC", "date-changed": "19981215"}}
As filed with the Securities and Exchange Commission on December 21, 1999
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 ABOUT.COM, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                     13-4034015
  (State or other jurisdiction                (IRS Employer Identification No.)
 of incorporation or organization)

                         220 E. 42ND STREET, 24TH FLOOR
                            NEW YORK, NEW YORK 10017
               (Address of principal executive offices) (Zip Code)

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

     NORTH SKY, INC. (FORMERLY DIRECT CONNECT, INC.) 1997 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                               MR. SCOTT P. KURNIT
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 ABOUT.COM, INC.
                         220 E. 42ND STREET, 24TH FLOOR
                            NEW YORK, NEW YORK 10017
                     (Name and address of agent for service)

                                 (212) 849-2000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
================================ ======================= ======================== ======================== =======================
                                                            Proposed Maximum            Proposed
        Title of Securities           Amount to be         Offering Price per        Maximum Aggregate           Amount of
         to be Registered            Registered(1)              Share(2)            Offering Price(2)        Registration Fee
-------------------------------- ----------------------- ------------------------ ------------------------ -----------------------
1997 Stock Option Plan
----------------------
Common Stock, $0.001 par value      413,646 shares              $9.86               $4,078,549.56             $1,076.74

Aggregate Registration Fee                                                                                    $1,076.74

================================ ======================= ======================== ======================== =======================
(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the North Sky, Inc. (formerly
      Direct Connect, Inc.) 1997 Stock Option Plan by reason of any stock
      dividend, stock split, recapitalization or other similar transaction
      effected without the Registrant's receipt of consideration which results
      in an increase in the number of the outstanding shares of Registrant's
      Common Stock.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the weighted average
      exercise price of the outstanding options.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  About.com, Inc. (the  "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended  September 30, 1999 filed with the SEC on
                  November 15, 1999.

         (b)      The Registrant's current report on Form 8-K filed with the
                  SEC on December 15, 1999.

         (c)      The Registrant's prospectus filed with the SEC pursuant to
                  Rule 424(b) promulgated under the Securities Act of 1933, as
                  amended (the "1933 Act") filed with the SEC on October 29,
                  1999, in connection with the Registrant's Registration
                  Statement No. 333-88507, in which there is set forth the
                  audited financial statements for the Registrant's fiscal year
                  ended December 31, 1998; and

         (d)      The Registrant's Registration Statement No. 000-25525 on Form
                  8-A filed with the SEC on March 10, 1999, in which there is
                  described the terms, rights and provisions applicable to the
                  Registrant's outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference
into 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
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 subsequently filed document which also is
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
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the 1933 Act.
Article VIII of the Registrant's Amended and Restated Bylaws provides for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted
by the Delaware General Corporation Law. The Registrant's Second Amended and
Restated Certificate of Incorporation provides that, subject to Delaware law,
its directors shall not be personally liable for monetary damages for breach
of the directors' fiduciary duty as directors to the Registrant and its
stockholders. This provision in the Second Amended and Restated Certificate
of Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach
of the director's duty of loyalty to the Registrant or its stockholders for

                                     II-1
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit
to the director, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental
laws. The Registrant intends to enter into indemnification agreements with
its officers and directors, which will provide the Registrant's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law. The Registrant maintains directors' and
officers' liability insurance policies insuring the Registrant's directors
and officers against certain liabilities and expenses incurred by them in
their capacities as such, and insuring the Registrant under certain
circumstances, in the event that indemnification payments are made by the
Registrant to such directors and officers.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

Item 8.  EXHIBITS
EXHIBIT NUMBER     EXHIBIT
   --------------     -------
4             Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement
                      No. 000-25525 on Form 8-A, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(d) to this Registration Statement.

        5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1           Consent of KPMG LLP, Independent Auditors.
       23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
       24             Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
       99.1           North Sky, Inc. (formerly Direct Connect, Inc.) 1997 Stock
                      Option Plan.
       99.2           Form of Option Assumption Agreement.
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 1933 Act, (ii) to reflect in
the prospectus any facts or events arising after the effective date of this
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 this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (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 North Sky, Inc. (formerly Direct Connect,
Inc.) 1997 Stock Option Plan.

                  B.       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference into this 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.

                                     II-2
C.       Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the indemnification provisions
summarized in Item 6 or otherwise, the Registrant has been advised that, in
the opinion of the SEC, such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
by the 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 1933 Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 New York, State of New York on this
21st day of December, 1999.

                                   ABOUT.COM, INC.

                                   By:     /s/ Scott P. Kurnit
                                      ----------------------------------------
                                           Scott P. Kurnit
                                           Chairman, President and Chief
                                           Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of About.com,
Inc., a Delaware corporation, do hereby constitute and appoint Scott P,
Kurnit, Chairman, President and Chief Executive Officer and Todd B. Sloan,
Chief Financial Officer and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents,
or any one of them, shall do or cause to be done by virtue hereof. This Power
of Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                   TITLE                                    DATE
               ---------                                   -----                                    ----
/s/ Scott P. Kurnit                      President, Chief Executive Officer                  December 21, 1999
------------------------------           (Principal Executive Officer) and
Scott P. Kurnit                          Chairman of the Board of Directors

/s/ Todd B. Sloan                        Chief Financial Officer                             December 21, 1999
------------------------------           (Principal Financial Officer)
Todd B. Sloan

/s/ Frank J. Biondi, Jr.
------------------------------           Director                                            December 21, 1999
Frank J. Biondi, Jr.

                                     II-4
SIGNATURE                                   TITLE                                    DATE
               ---------                                   -----                                    ----
/s/ Dixon R. Doll                        Director                                            December 21, 1999
------------------------------
Dixon R. Doll

/s/ Ronald Unterman                      Director                                            December 21, 1999
------------------------------
Ronald Unterman

/s/ Marc M. Watson                       Director                                            December 21, 1999
------------------------------
Marc M. Watson

/s/ Kristopher A. Wood                   Director                                            December 21, 1999
------------------------------
Kristopher A. Wood
II-5
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                 ABOUT.COM, INC.
EXHIBIT INDEX
EXHIBIT NUMBER     EXHIBIT
   --------------     -------
4            Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement
                      No. 000-25525 on Form 8-A, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
         5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1           Consent of KPMG LLP, Independent Auditors.
       23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
       24             Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
       99.1           North Sky, Inc. (formerly Direct Connect, Inc.) 1997 Stock
                      Option Plan.
       99.2           Form of Option Assumption Agreement.