<PAGE>

     As filed with the Securities and Exchange Commission on April 5, 2001.
                                                     REGISTRATION NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  -------------
                            WIT SOUNDVIEW GROUP, INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                      13-3900397
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                       Identification No.)

                                  -------------
                           826 BROADWAY, SEVENTH FLOOR
                            NEW YORK, NEW YORK 10003
                                 (212) 253-4400
          (Address, including zip code, of Principal Executive Offices)

                                 --------------
                        E*OFFERING 1998 STOCK OPTION PLAN
                E*OFFERING 2000 STOCK OPTION/STOCK ISSUANCE PLAN
                           (Full titles of the plans)

                                  -------------
                                  MARK F. LOEHR
                             CHIEF EXECUTIVE OFFICER
                            WIT SOUNDVIEW GROUP, INC.
                           826 BROADWAY, SEVENTH FLOOR
                            NEW YORK, NEW YORK 10003
                                 (212) 253-4400
                      (Name, address, and telephone number,
                   including area code, of agent for service)

                                  -------------
                                   COPIES TO:
                            STEPHEN P. FARRELL, ESQ.
                           MORGAN, LEWIS & BOCKIUS LLP
                                 101 PARK AVENUE
                            NEW YORK, NEW YORK 10178
                                 (212) 309-6050
                               FAX: (212) 309-6273

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



<PAGE>



<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                                     PROPOSED         PROPOSED
             TITLE OF SECURITIES TO                          NUMBER OF SHARES TO     MAXIMUM           MAXIMUM           AMOUNT OF
                BE REGISTERED (1)                                     BE          OFFERING PRICE  AGGREGATE OFFERING   REGISTRATION
                                                                REGISTERED (2)     PER SHARE (3)        PRICE               FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>             <C>             <C>                 <C>
Common Stock, par value $0.01 per share, subject to options
granted under the E*OFFERING 1998 Stock Option Plan or                    77,325           $0.60          $46,395.00          $11.60
the E*OFFERING 2000 Stock Option/Stock Issuance Plan or
issued upon exercise of options granted under those plans
                                                                             138           $1.20             $165.60           $0.05



Common Stock Total                                                        77,463                          $46,560.60          $11.65





(1)   The securities to be registered include the associated rights to purchase preferred stock.
(2)   Pursuant to Rule 416(a), the number of shares being registered shall include an indeterminate number of additional shares of
      common stock which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance
      with anti-dilution provisions of the E*OFFERING 1998 Stock Option Plan or the E*OFFERING 2000 Stock Option/Stock Issuance
      Plan.
(3)   Calculated pursuant to Rule 457(h) for the purpose of calculating the registration fee, based upon the price at which
      outstanding options may be exercised.
</TABLE>

                                                                 2
<PAGE>



                                EXPLANATORY NOTE
                                ----------------


       Pursuant to the merger agreement, as amended, by and among Wit SoundView
Group, Inc., Wit SoundView Corporation and E*OFFERING Corp., E*OFFERING Corp.
merged with and into Wit SoundView Corporation. Under the merger agreement, each
outstanding option to purchase shares of E*OFFERING common stock granted under
E*OFFERING's 1998 Stock Option Plan and 2000 Stock Option/Stock Issuance Plan
was converted into options to purchase shares of Wit SoundView Group, Inc.'s
common stock at an exchange ratio set forth in the merger agreement. On
December 15, 2000 Wit SoundView Group, Inc. filed a registration statement on
Form S-8 (Reg. No. 333-51972) to register 1,638,854 shares of Wit SoundView
Group, Inc. now subject to outstanding options granted under E*OFFERING's
1998 Stock Option Plan and 2000 Stock Option/Stock Issuance Plan. This
registration statement registers an additional 77,463 shares of Wit SoundView
Group, Inc. now subject to outstanding options granted under E*OFFERING's
1998 Stock Option Plan and 2000 Stock Option/Stock Issuance Plan.

                                       3
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


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) prospectus is omitted from this registration statement in
            accordance with Rule 428 under the Securities Act of 1933, as
            amended, and the Explanatory Note to Part I of this Form S-8.



                                     -I-1-
<PAGE>





                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed by us with the SEC are incorporated by
reference into this Registration Statement:

            (a)  Our annual report on Form 10-K for the year ended December 31,
                 2000 (File Number 000-26225) filed with the SEC on April 2,
                 2001;

            (b)  Our Form 8-A filed with the SEC on June 1, 1999, including any
                 amendments or reports filed for the purpose of updating the
                 description of our common stock that is incorporated by
                 reference therein.

            All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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.

            Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or 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.

            Our Amended and Restated Certificate of Incorporation limits, to the
maximum extent permitted under Delaware law, the personal liability of directors
and officers for monetary damages for breach of their fiduciary duties as
directors and officers, except in certain circumstances involving certain
wrongful acts, such as a breach of the director"s duty of loyalty or acts of
omission which involve intentional misconduct or a knowing violation of law.

            Section 145 of the General Corporation Law of Delaware permits us to
indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with legal proceedings if the officer, director or employee acted in good faith


                                     -II-1-
<PAGE>

and in a manner he reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal act or proceeding, he had no
reasonable cause to believe his conduct was unlawful. Indemnification is not
permitted as to any matter as to which the person is adjudged to be liable
unless, and only to the extent that, the court in which such action or suit was
brought upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper. Individuals
who successfully defend such an action are entitled to indemnification against
expenses reasonably incurred in connection therewith.

            Our By-Laws require us to indemnify directors and officers against,
to the fullest extent permitted by law, liabilities which they may incur under
the circumstances described in the preceding paragraph.

            We plan to maintain standard policies of insurance under which
coverage is provided (1) to our directors and officers against loss arising from
claims made by reason of breach of duty or other wrongful act and (2) to us with
respect to payments which may be made by us to such officers and directors
pursuant to the above indemnification provision or otherwise as a matter of law.

            In addition, we have entered into indemnification agreements with
our directors and executive officers. Under these agreements, we agree to
indemnify each director and officer to the fullest extent permitted by law for
any acts performed, or for failures to act, on our behalf or on behalf of
another person or entity for which that director or officer is performing
services at our request. We will not indemnify a director or officer for any
breach of loyalty to us or to our stockholders, or if the director or officer
does not act in good faith or for acts involving intentional misconduct, or for
acts or omissions falling under Section 174 of the General Corporation Law of
Delaware, or for any transaction for which the director or officer derives an
improper benefit. We agree to indemnify for expenses related to indemnifiable
events, and to pay for these expenses in advance. Our obligation to indemnify
and to provide advances for expenses are subject to the approval of a review
process with a reviewer to be determined by the board. The rights of directors
and officers will not exclude any rights to indemnification otherwise available
under law or under the Amended and Restated Certificate of Incorporation.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

Item 8.     EXHIBITS.

            EXHIBIT          DESCRIPTION

            5.1              Opinion of Morgan, Lewis & Bockius LLP.

            23.1             Consent of Arthur Andersen LLP with regard to the
                             financial statements of Wit SoundView Group, Inc.

            23.2             Consent of Arthur Andersen with regard to the
                             financial statements of Wit Capital Japan, Inc.

            23.3             Consent of Morgan, Lewis & Bockius LLP (included in
                             Exhibit 5.1).

            24               Powers of Attorney (included on pages II-5 and
                             II-6 of this Registration Statement).


                                     -II-2-
<PAGE>



Item 9.     UNDERTAKINGS.

            (a) The undersigned registrant hereby undertakes:

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

                (i) To include any prospectus required by Section
                10(a)(3) of the Securities Act;

                (ii) To reflect in the Prospectus any facts or
                events arising after the effective date of 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

                (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

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


                                     -II-3-
<PAGE>

appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.







                                     -II-4-
<PAGE>




                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on April 3, 2001.

                            WIT SOUNDVIEW GROUP, INC.


                            By: /s/ Mark F. Loehr
                                -----------------------
                                Mark F. Loehr
                                Chief Executive Officer

      Each person whose signature appears below constitutes and appoints Mark
F. Loehr his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all
other documents and instruments incidental thereto, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission and any other regulatory authority,
granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
his substitute, may lawfully do or cause to be done by virtue hereof.

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



<TABLE>
<S>                              <C>                               <C>
/s/ Mark F. Loehr                Chief Executive Officer and       April 3, 2001
----------------------------     Director
Mark F. Loehr


/s/ Robert H. Lessin             Chairman and Director             April 3, 2001
----------------------------
Robert H. Lessin


/s/ Russell D. Crabs             Director                          April 3, 2001
----------------------------
Russell D. Crabs


/s/ Andrew D. Klein              Director                          April 3, 2001
----------------------------
Andrew D. Klein

                                 Director
----------------------------
Christos M. Cotsakos

                                     -II-5-

<PAGE>





<PAGE>


<S>                              <C>                               <C>

                                 Director
----------------------------
John H. N. Fisher

                                 Director
----------------------------
William E. Ford


/s/ Edward H. Fleischman         Director                          April 3, 2001
---------------------------
Edward H. Fleischman


/s/ Joseph R. Hardiman           Director                          April 3, 2001
----------------------------
Joseph R. Hardiman


/s/ Gilbert C. Maurer            Director                          April 3, 2001
----------------------------
Gilbert C. Maurer


/s/ Curtis L. Snyder             Chief Financial Officer           April 3, 2001
----------------------------
Curtis L. Snyder
</TABLE>





                                     -II-6-
<PAGE>






                                  EXHIBIT INDEX

      EXHIBIT             DESCRIPTION

      5.1                 Opinion of Morgan, Lewis & Bockius LLP.

      23.1                Consent of Arthur Andersen LLP with regard to the
                          financial statements of Wit SoundView Group, Inc.

      23.2                Consent of Arthur Andersen with regard to the
                          financial statements of Wit Capital Japan, Inc.

      23.3                Consent of Morgan, Lewis & Bockius LLP (included in
                          Exhibit 5.1).

      24                  Powers of Attorney (included on pages II-5 and II-6 of
                          this Registration Statement).






                                     -II-7-
[{"type": "S-8", "sequence": "1", "filename": "a2044389zs-8.txt", "description": "S-8", "secsgml_size_bytes": 20868}]
{"company-data": {"conformed-name": "WIT SOUNDVIEW GROUP INC", "cik": "0001071620", "assigned-sic": "6211", "irs-number": "133900397", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58342", "film-number": "1596334"}, "business-address": {"street1": "826 BROADWAY 6TH FL", "city": "NEW YORK", "state": "NY", "zip": "10003", "phone": "2122534400"}, "mail-address": {"street1": "826 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10003"}}
As filed with the Securities and Exchange Commission on April 5, 2001.
                                                     REGISTRATION NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  -------------
                            WIT SOUNDVIEW GROUP, INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                      13-3900397
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                       Identification No.)

                                  -------------
                           826 BROADWAY, SEVENTH FLOOR
                            NEW YORK, NEW YORK 10003
                                 (212) 253-4400
          (Address, including zip code, of Principal Executive Offices)

                                 --------------
                        E*OFFERING 1998 STOCK OPTION PLAN
                E*OFFERING 2000 STOCK OPTION/STOCK ISSUANCE PLAN
                           (Full titles of the plans)

                                  -------------
                                  MARK F. LOEHR
                             CHIEF EXECUTIVE OFFICER
                            WIT SOUNDVIEW GROUP, INC.
                           826 BROADWAY, SEVENTH FLOOR
                            NEW YORK, NEW YORK 10003
                                 (212) 253-4400
                      (Name, address, and telephone number,
                   including area code, of agent for service)

                                  -------------
                                   COPIES TO:
                            STEPHEN P. FARRELL, ESQ.
                           MORGAN, LEWIS & BOCKIUS LLP
                                 101 PARK AVENUE
                            NEW YORK, NEW YORK 10178
                                 (212) 309-6050
                               FAX: (212) 309-6273

                                  -------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                                     PROPOSED         PROPOSED
             TITLE OF SECURITIES TO                          NUMBER OF SHARES TO     MAXIMUM           MAXIMUM           AMOUNT OF
                BE REGISTERED (1)                                     BE          OFFERING PRICE  AGGREGATE OFFERING   REGISTRATION
                                                                REGISTERED (2)     PER SHARE (3)        PRICE               FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share, subject to options
granted under the E*OFFERING 1998 Stock Option Plan or                    77,325           $0.60          $46,395.00          $11.60
the E*OFFERING 2000 Stock Option/Stock Issuance Plan or
issued upon exercise of options granted under those plans
                                                                             138           $1.20             $165.60           $0.05

Common Stock Total                                                        77,463                          $46,560.60          $11.65

(1)   The securities to be registered include the associated rights to purchase preferred stock.
(2)   Pursuant to Rule 416(a), the number of shares being registered shall include an indeterminate number of additional shares of
      common stock which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance
      with anti-dilution provisions of the E*OFFERING 1998 Stock Option Plan or the E*OFFERING 2000 Stock Option/Stock Issuance
      Plan.
(3)   Calculated pursuant to Rule 457(h) for the purpose of calculating the registration fee, based upon the price at which
      outstanding options may be exercised.
2
EXPLANATORY NOTE
                                ----------------

       Pursuant to the merger agreement, as amended, by and among Wit SoundView
Group, Inc., Wit SoundView Corporation and E*OFFERING Corp., E*OFFERING Corp.
merged with and into Wit SoundView Corporation. Under the merger agreement, each
outstanding option to purchase shares of E*OFFERING common stock granted under
E*OFFERING's 1998 Stock Option Plan and 2000 Stock Option/Stock Issuance Plan
was converted into options to purchase shares of Wit SoundView Group, Inc.'s
common stock at an exchange ratio set forth in the merger agreement. On
December 15, 2000 Wit SoundView Group, Inc. filed a registration statement on
Form S-8 (Reg. No. 333-51972) to register 1,638,854 shares of Wit SoundView
Group, Inc. now subject to outstanding options granted under E*OFFERING's
1998 Stock Option Plan and 2000 Stock Option/Stock Issuance Plan. This
registration statement registers an additional 77,463 shares of Wit SoundView
Group, Inc. now subject to outstanding options granted under E*OFFERING's
1998 Stock Option Plan and 2000 Stock Option/Stock Issuance Plan.

                                       3
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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) prospectus is omitted from this registration statement in
            accordance with Rule 428 under the Securities Act of 1933, as
            amended, and the Explanatory Note to Part I of this Form S-8.

                                     -I-1-
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed by us with the SEC are incorporated by
reference into this Registration Statement:

            (a)  Our annual report on Form 10-K for the year ended December 31,
                 2000 (File Number 000-26225) filed with the SEC on April 2,
                 2001;

            (b)  Our Form 8-A filed with the SEC on June 1, 1999, including any
                 amendments or reports filed for the purpose of updating the
                 description of our common stock that is incorporated by
                 reference therein.

            All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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.

            Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or 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.

            Our Amended and Restated Certificate of Incorporation limits, to the
maximum extent permitted under Delaware law, the personal liability of directors
and officers for monetary damages for breach of their fiduciary duties as
directors and officers, except in certain circumstances involving certain
wrongful acts, such as a breach of the director"s duty of loyalty or acts of
omission which involve intentional misconduct or a knowing violation of law.

            Section 145 of the General Corporation Law of Delaware permits us to
indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with legal proceedings if the officer, director or employee acted in good faith

                                     -II-1-
and in a manner he reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal act or proceeding, he had no
reasonable cause to believe his conduct was unlawful. Indemnification is not
permitted as to any matter as to which the person is adjudged to be liable
unless, and only to the extent that, the court in which such action or suit was
brought upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper. Individuals
who successfully defend such an action are entitled to indemnification against
expenses reasonably incurred in connection therewith.

            Our By-Laws require us to indemnify directors and officers against,
to the fullest extent permitted by law, liabilities which they may incur under
the circumstances described in the preceding paragraph.

            We plan to maintain standard policies of insurance under which
coverage is provided (1) to our directors and officers against loss arising from
claims made by reason of breach of duty or other wrongful act and (2) to us with
respect to payments which may be made by us to such officers and directors
pursuant to the above indemnification provision or otherwise as a matter of law.

            In addition, we have entered into indemnification agreements with
our directors and executive officers. Under these agreements, we agree to
indemnify each director and officer to the fullest extent permitted by law for
any acts performed, or for failures to act, on our behalf or on behalf of
another person or entity for which that director or officer is performing
services at our request. We will not indemnify a director or officer for any
breach of loyalty to us or to our stockholders, or if the director or officer
does not act in good faith or for acts involving intentional misconduct, or for
acts or omissions falling under Section 174 of the General Corporation Law of
Delaware, or for any transaction for which the director or officer derives an
improper benefit. We agree to indemnify for expenses related to indemnifiable
events, and to pay for these expenses in advance. Our obligation to indemnify
and to provide advances for expenses are subject to the approval of a review
process with a reviewer to be determined by the board. The rights of directors
and officers will not exclude any rights to indemnification otherwise available
under law or under the Amended and Restated Certificate of Incorporation.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

Item 8.     EXHIBITS.

            EXHIBIT          DESCRIPTION

            5.1              Opinion of Morgan, Lewis & Bockius LLP.

            23.1             Consent of Arthur Andersen LLP with regard to the
                             financial statements of Wit SoundView Group, Inc.

            23.2             Consent of Arthur Andersen with regard to the
                             financial statements of Wit Capital Japan, Inc.

            23.3             Consent of Morgan, Lewis & Bockius LLP (included in
                             Exhibit 5.1).

            24               Powers of Attorney (included on pages II-5 and
                             II-6 of this Registration Statement).

                                     -II-2-
Item 9.     UNDERTAKINGS.

            (a) The undersigned registrant hereby undertakes:

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

                (i) To include any prospectus required by Section
                10(a)(3) of the Securities Act;

                (ii) To reflect in the Prospectus any facts or
                events arising after the effective date of 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

                (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

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

                                     -II-3-
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                     -II-4-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on April 3, 2001.

                            WIT SOUNDVIEW GROUP, INC.

                            By: /s/ Mark F. Loehr
                                -----------------------
                                Mark F. Loehr
                                Chief Executive Officer

      Each person whose signature appears below constitutes and appoints Mark
F. Loehr his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all
other documents and instruments incidental thereto, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission and any other regulatory authority,
granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
his substitute, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following individuals in the
capacities and on the dates indicated.
/s/ Mark F. Loehr                Chief Executive Officer and       April 3, 2001
----------------------------     Director
Mark F. Loehr

/s/ Robert H. Lessin             Chairman and Director             April 3, 2001
----------------------------
Robert H. Lessin

/s/ Russell D. Crabs             Director                          April 3, 2001
----------------------------
Russell D. Crabs

/s/ Andrew D. Klein              Director                          April 3, 2001
----------------------------
Andrew D. Klein

                                 Director
----------------------------
Christos M. Cotsakos

                                     -II-5-
Director
----------------------------
John H. N. Fisher

                                 Director
----------------------------
William E. Ford

/s/ Edward H. Fleischman         Director                          April 3, 2001
---------------------------
Edward H. Fleischman

/s/ Joseph R. Hardiman           Director                          April 3, 2001
----------------------------
Joseph R. Hardiman

/s/ Gilbert C. Maurer            Director                          April 3, 2001
----------------------------
Gilbert C. Maurer

/s/ Curtis L. Snyder             Chief Financial Officer           April 3, 2001
----------------------------
Curtis L. Snyder
-II-6-
EXHIBIT INDEX

      EXHIBIT             DESCRIPTION

      5.1                 Opinion of Morgan, Lewis & Bockius LLP.

      23.1                Consent of Arthur Andersen LLP with regard to the
                          financial statements of Wit SoundView Group, Inc.

      23.2                Consent of Arthur Andersen with regard to the
                          financial statements of Wit Capital Japan, Inc.

      23.3                Consent of Morgan, Lewis & Bockius LLP (included in
                          Exhibit 5.1).

      24                  Powers of Attorney (included on pages II-5 and II-6 of
                          this Registration Statement).

                                     -II-7-