<PAGE>


   As filed with the Securities and Exchange Commission on February 16, 2001
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  VASTERA, INC.
             (Exact name of Registrant as Specified In Its Charter)

            DELAWARE                                     54-1616513
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                              45025 AVIATION DRIVE
                                    SUITE 200
                                DULLES, VA 20166
               (Address of Principal Executive Offices) (Zip Code)

                     VASTERA, INC. 2000 STOCK INCENTIVE PLAN
                   VASTERA, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

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

                                 MR. ARJUN RISHI
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                                  VASTERA, INC.
                              45025 AVIATION DRIVE
                                    SUITE 200
                                DULLES, VA 20166
                     (Name and Address of Agent For Service)

                                 (703) 661-9006
          (Telephone Number, Including Area Code, of Agent For Service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
                                                             Proposed Maximum
                                           Amount To Be     Offering Price Per           Proposed Maximum            Amount of
Title of Securities To Be Registered      Registered(1)          Share(2)           Aggregate Offering Price(2)   Registration Fee
------------------------------------      -------------     ------------------      ---------------------------   ----------------
<S>                                       <C>                    <C>                       <C>                     <C>
2000 STOCK INCENTIVE PLAN
------------------------------
Common Stock, $0.01 par value             545,034 shares         $18.51                     $10,088,579              $2,522.15

EMPLOYEE STOCK PURCHASE PLAN
------------------------------
Common Stock, $0.01 par value             363,356 shares         $18.51                     $ 6,725,720              $1,681.43
                                          --------------                                                            -----------
                                          908,390 shares                             Aggregate Registration Fee      $4,203.58
                                          ==============                                                            ===========
===================================================================================================================================
</TABLE>

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the 2000 Stock Incentive Plan and
      Employee Stock Purchase 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 average of the
      high and low selling price per share of the Registrant's Common Stock on
      February 13, 2001, as reported by the Nasdaq National Market.


================================================================================
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

         (a)      The Registrant's prospectus filed with the Commission pursuant
                  to Rule 424(b) promulgated under the Securities Act of 1933,
                  as amended (the "1933 Act"), in connection with the
                  Registrant's Registration Statement on Form S-1, No.
                  333-34142, in which there is set forth the audited financial
                  statements for the Registrant's fiscal year ended December 31,
                  1999;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 2000 filed with the Commission on
                  November 14, 2000;

         (c)      The Registrant's Registration Statement on Form 8-A, File
                  No. 000-31589, filed with the Commission on September 21,
                  2000, pursuant to Section 12(g) of the Securities Exchange
                  Act of 1934 (the "1934 Act"), 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 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 ("DGCL")
makes provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors under certain
circumstances from liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Section 145 of the DGCL empowers a corporation
to indemnify its directors and officers and to purchase insurance with respect
to liability arising out of their capacity or status as directors and officers,
provided that this provision shall not eliminate or limit the liability of a
director: (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) arising
under Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be titled under the corporation's
bylaws, any agreement, a vote of stockholders or otherwise.


                                      II-1
<PAGE>


                  The Registrant's certificate of incorporation, as amended,
provides for indemnification of the Registrant's directors against, and
absolution of, liability to the Registrant and its stockholders to the fullest
extent permitted by the DGCL. The Registrant has purchased directors' and
officers' liability insurance covering liabilities that may be incurred by its
directors and officers in connection with the performance of their duties.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

Item 8.  EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT NUMBER     EXHIBIT
<S>                  <C>
        4.2          Third Amended and Restated Investors' Rights Agreement dated August 29, 2000.
        5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1          Consent of Arthur Andersen LLP.
       23.2          Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
       24.1          Power of Attorney.  Reference is made to page II-3 of this Registration Statement.
       99.1          Vastera, Inc. 2000 Stock Incentive Plan.
       99.2          Vastera, Inc. Employee Stock Purchase Plan.
</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 Registrant's 2000
Stock Incentive Plan or Employee Stock Purchase 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.

                  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
Commission, 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-2
<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 Dulles, Commonwealth of Virginia on
this 14th day of February 2001.

                                  VASTERA, INC.



                                  By:    /s/ ARJUN RISHI
                                      ------------------------------------------
                                         Arjun Rishi
                                         President, Chief Executive Officer and
                                         Chairman of the Board



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Vastera, Inc.,
a Delaware corporation, do hereby constitute and appoint Arjun Rishi, President,
Chief Executive Officer and Chairman of the Board, and Philip J. Balsamo, 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/ ARJUN RISHI                           President,  Chief Executive Officer and Chairman       February 14, 2001
------------------------------------      of the Board of Directors  (Principal  Executive
Arjun Rishi                               Officer)



/s/ PHILIP J. BALSAMO                     Chief  Financial  Officer  (Principal  Financial       February 14, 2001
------------------------------------      and Accounting Officer)
Philip J. Balsamo

</TABLE>


                                      II-3
<PAGE>


<TABLE>
<CAPTION>

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



/s/ MARK J. FERRER                        Chief Operating Officer and Director                   February 14, 2001
------------------------------------
Mark J. Ferrer




/s/ RICHARD A. LEFEBVRE                   Director                                               February 14, 2001
------------------------------------
Richard A. Lefebvre




/s/ ROBERT G. BARRETT                     Director                                               February 14, 2001
------------------------------------
Robert G. Barrett




/s/ RICHARD H. KIMBALl                    Director                                               February 14, 2001
------------------------------------
Richard H. Kimball




/s/ JAMES D. ROBINSON IV                  Director                                               February 14, 2001
------------------------------------
James D. Robinson IV




/s/ TIMOTHY DAVENPORT                     Director                                               February 14, 2001
------------------------------------
Timothy Davenport




                                          Director                                               February 14, 2001
------------------------------------
Nicolas C. Nierenberg

</TABLE>


                                      II-4
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

  EXHIBIT NUMBER     EXHIBIT
<S>                  <C>
        4.2          Third Amended and Restated Investors' Rights Agreement dated August 29, 2000.
        5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1          Consent of Arthur Andersen LLP.
       23.2          Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
       24.1          Power of Attorney.  Reference is made to page II-3 of this Registration Statement.
       99.1          Vastera, Inc. 2000 Stock Incentive Plan.
       99.2          Vastera, Inc. Employee Stock Purchase Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2038658zs-8.txt", "description": "S-8", "secsgml_size_bytes": 19080}]
{"company-data": {"conformed-name": "VASTERA INC", "cik": "0001075056", "assigned-sic": "7373", "irs-number": "541616513", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55772", "film-number": "1548999"}, "business-address": {"street1": "45025 AVIATION DR", "street2": "STE 200", "city": "DULLES", "state": "VA", "zip": "20166"}, "mail-address": {"street1": "45025 AVIATION DRIVE", "street2": "STE 200", "city": "DULLES", "state": "VA", "zip": "20166"}}
As filed with the Securities and Exchange Commission on February 16, 2001
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  VASTERA, INC.
             (Exact name of Registrant as Specified In Its Charter)

            DELAWARE                                     54-1616513
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                              45025 AVIATION DRIVE
                                    SUITE 200
                                DULLES, VA 20166
               (Address of Principal Executive Offices) (Zip Code)

                     VASTERA, INC. 2000 STOCK INCENTIVE PLAN
                   VASTERA, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

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

                                 MR. ARJUN RISHI
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                                  VASTERA, INC.
                              45025 AVIATION DRIVE
                                    SUITE 200
                                DULLES, VA 20166
                     (Name and Address of Agent For Service)

                                 (703) 661-9006
          (Telephone Number, Including Area Code, of Agent For Service)

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                             Proposed Maximum
                                           Amount To Be     Offering Price Per           Proposed Maximum            Amount of
Title of Securities To Be Registered      Registered(1)          Share(2)           Aggregate Offering Price(2)   Registration Fee
------------------------------------      -------------     ------------------      ---------------------------   ----------------
2000 STOCK INCENTIVE PLAN
------------------------------
Common Stock, $0.01 par value             545,034 shares         $18.51                     $10,088,579              $2,522.15

EMPLOYEE STOCK PURCHASE PLAN
------------------------------
Common Stock, $0.01 par value             363,356 shares         $18.51                     $ 6,725,720              $1,681.43
                                          --------------                                                            -----------
                                          908,390 shares                             Aggregate Registration Fee      $4,203.58
                                          ==============                                                            ===========
===================================================================================================================================
(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the 2000 Stock Incentive Plan and
      Employee Stock Purchase 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 average of the
      high and low selling price per share of the Registrant's Common Stock on
      February 13, 2001, as reported by the Nasdaq National Market.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

         (a)      The Registrant's prospectus filed with the Commission pursuant
                  to Rule 424(b) promulgated under the Securities Act of 1933,
                  as amended (the "1933 Act"), in connection with the
                  Registrant's Registration Statement on Form S-1, No.
                  333-34142, in which there is set forth the audited financial
                  statements for the Registrant's fiscal year ended December 31,
                  1999;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 2000 filed with the Commission on
                  November 14, 2000;

         (c)      The Registrant's Registration Statement on Form 8-A, File
                  No. 000-31589, filed with the Commission on September 21,
                  2000, pursuant to Section 12(g) of the Securities Exchange
                  Act of 1934 (the "1934 Act"), 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 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 ("DGCL")
makes provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors under certain
circumstances from liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Section 145 of the DGCL empowers a corporation
to indemnify its directors and officers and to purchase insurance with respect
to liability arising out of their capacity or status as directors and officers,
provided that this provision shall not eliminate or limit the liability of a
director: (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) arising
under Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be titled under the corporation's
bylaws, any agreement, a vote of stockholders or otherwise.

                                      II-1
The Registrant's certificate of incorporation, as amended,
provides for indemnification of the Registrant's directors against, and
absolution of, liability to the Registrant and its stockholders to the fullest
extent permitted by the DGCL. The Registrant has purchased directors' and
officers' liability insurance covering liabilities that may be incurred by its
directors and officers in connection with the performance of their duties.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

Item 8.  EXHIBITS
EXHIBIT NUMBER     EXHIBIT
4.2          Third Amended and Restated Investors' Rights Agreement dated August 29, 2000.
        5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1          Consent of Arthur Andersen LLP.
       23.2          Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
       24.1          Power of Attorney.  Reference is made to page II-3 of this Registration Statement.
       99.1          Vastera, Inc. 2000 Stock Incentive Plan.
       99.2          Vastera, Inc. Employee Stock Purchase Plan.
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 Registrant's 2000
Stock Incentive Plan or Employee Stock Purchase 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.

                  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
Commission, 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-2
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 Dulles, Commonwealth of Virginia on
this 14th day of February 2001.

                                  VASTERA, INC.

                                  By:    /s/ ARJUN RISHI
                                      ------------------------------------------
                                         Arjun Rishi
                                         President, Chief Executive Officer and
                                         Chairman of the Board

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Vastera, Inc.,
a Delaware corporation, do hereby constitute and appoint Arjun Rishi, President,
Chief Executive Officer and Chairman of the Board, and Philip J. Balsamo, 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/ ARJUN RISHI                           President,  Chief Executive Officer and Chairman       February 14, 2001
------------------------------------      of the Board of Directors  (Principal  Executive
Arjun Rishi                               Officer)

/s/ PHILIP J. BALSAMO                     Chief  Financial  Officer  (Principal  Financial       February 14, 2001
------------------------------------      and Accounting Officer)
Philip J. Balsamo
II-3
SIGNATURE                                        TITLE                                   DATE
------------------------------------      ------------------------------------------------     --------------------
/s/ MARK J. FERRER                        Chief Operating Officer and Director                   February 14, 2001
------------------------------------
Mark J. Ferrer

/s/ RICHARD A. LEFEBVRE                   Director                                               February 14, 2001
------------------------------------
Richard A. Lefebvre

/s/ ROBERT G. BARRETT                     Director                                               February 14, 2001
------------------------------------
Robert G. Barrett

/s/ RICHARD H. KIMBALl                    Director                                               February 14, 2001
------------------------------------
Richard H. Kimball

/s/ JAMES D. ROBINSON IV                  Director                                               February 14, 2001
------------------------------------
James D. Robinson IV

/s/ TIMOTHY DAVENPORT                     Director                                               February 14, 2001
------------------------------------
Timothy Davenport

                                          Director                                               February 14, 2001
------------------------------------
Nicolas C. Nierenberg
II-4
EXHIBIT INDEX
EXHIBIT NUMBER     EXHIBIT
4.2          Third Amended and Restated Investors' Rights Agreement dated August 29, 2000.
        5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1          Consent of Arthur Andersen LLP.
       23.2          Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
       24.1          Power of Attorney.  Reference is made to page II-3 of this Registration Statement.
       99.1          Vastera, Inc. 2000 Stock Incentive Plan.
       99.2          Vastera, Inc. Employee Stock Purchase Plan.