<PAGE>

    As filed with the Securities and Exchange Commission on October 20, 2000
                                                                    --

                                                     REGISTRATION NO. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                              _________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                  under the
                            SECURITIES ACT OF 1933
                              _________________

                              ALLOY ONLINE, INC.
                 (Exact name of Registrant as specified in its
                                   charter)

             Delaware                                 04-3310676
    (State or other jurisdiction                   (I.R.S. Employer
   of incorporation or organization)              Identification No.)

                      151 West 26/th/ Street, 11th Floor
                              New York, NY 10001
                                (212) 244-4307
                           (212) 244-4311 facsimile
                   (Address of Principal Executive Offices)

ALLOY ONLINE, INC. RESTATED 1997 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
                                     PLAN
                           (Full title of the plan)

                              Matthew C. Diamond
                            Chief Executive Officer
                              Alloy Online, Inc.
                          115 West 30th Street, #201
                              New York, NY 10001
                           (212) 244-4311 facsimile
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                              _________________

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                          Proposed               Proposed
          Title of                Amount to be             maximum                Maximum
 securities to be registered      registered/(1)/       offering price            Aggregate                   Amount of
                                                        per share/(2)/       Offering price/(2)/           registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                  <C>                         <C>
Common Stock, $.01 par value       4,000,000               $7.16                $28,640,000                    $7,561
                                   =========               =====                ===========                    ======

====================================================================================================================================
</TABLE>
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may be
sold upon the exercise of options which have been granted and/or may hereafter
be granted under the Alloy Online, Inc. Restated 1997 Employee, Director and
Consultant Stock Option Plan (the "Plan"). The maximum number of shares which
may be sold upon the exercise of such options granted under the Plans are
subject to adjustment in accordance with certain anti-dilution and other
provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminate
number of shares which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is made on the basis of the average of the high and low sale prices per
share of the Common Stock on the National Market System of the National
Association of Securities Dealers Automated Quotation System (NASDAQ) as of a
date (October 18, 2000) within 5 business days prior to filing this Registration
Statement.

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

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

         In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan. This Registration Statement
on Form S-8 hereby registers 4,000,000 additional shares of Common Stock
pursuant to the Plan. A Registration Statement on Form S-8 (File No. 333-90681),
registering an aggregate of 4,137,586 shares of Common Stock under (i) the Plan
and (ii) the 1999 Alloy Online, Inc. Employee Stock Purchase Plan was filed with
the Securities and Exchange Commission on November 10, 1999.
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  January 31, 2000.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended April 30, 2000.

         (c)      The Registrant's Current Report on Form 8-K dated as of
                  February 7, 2000.

         (d)      The Registrant's Current Report on Form 8-K/A dated as of
                  February 22, 2000.

         (e)      The Registrant's Current Report on Form 8-K dated as of March
                  24, 2000.

         (f)      The Registrant's Current Report on Form 8-K/A dated as of
                  April 7, 2000.

         (g)      The Registrant's definitive Proxy Statement on Schedule 14A
                  filed on May 30, 2000.

         (h)      The Registrant's Current Report on Form 8-K dated as of August
                  2, 2000.

         (i)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended July 31, 2000.

         (j)      The Registrant's Current Report on Form 8-K/A dated as of
                  October 2, 2000.

         (k)      The description of the Common Stock contained in the
                  Registrant's Registration Statement on Form 8-A (File No. 0-
                  26023) filed under the Securities Exchange Act of 1934,
                  including any amendment or report filed for the purpose of
                  updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.

Item 4.  Description of Securities.
----------------------------------

         Not applicable.

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

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. and certain members of their families and trusts
for their benefit own an aggregate of approximately 3,450 shares of Common Stock
of the Company.

                                     II-1
<PAGE>

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

         Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, File No. 333-74159.

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

         Not applicable.

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

         (4.1)    Form of Common Stock Certificate (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (4.2)    Restated Certificate of Incorporation of the Registrant (filed
                  as Exhibit 3.1 to the Registrant's Registration Statement on
                  Form S-1, as amended, File No. 333-74159, and incorporated
                  herein by reference).

         (4.3)    Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Arthur Andersen LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Restated 1997 Employee,  Director and Consultant  Stock Option
                  Plan, as amended and restated through July 21, 2000.

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

(a)      The undersigned Registrant hereby undertakes:

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

                    (i)  To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the

                                     II-2
<PAGE>

                 form of prospectus filed with the Commission pursuant to Rule
                 424(b) if, in the aggregate, the changes in volume and price
                 represent no more than a 20% change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective Registration Statement.

                      (iii) To include any material information with respect to
                 the plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3 or Form S-8, and
         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 Securities
         Exchange Act of 1934 that are incorporated by reference in this
         Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

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

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the 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 Act
         and will be governed by the final adjudication of such issue.

                                     II-3
<PAGE>

                                  SIGNATURES

         The Registrant. 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, New York on this 20 day of October,
2000.

                                          ALLOY ONLINE, INC.


                                          By  /s/ Matthew C. Diamond
                                              --------------------------------
                                              Matthew C. Diamond
                                              Chief Executive Officer


                                          By  /s/ Samuel A. Gradess
                                              --------------------------------
                                              Samuel A. Gradess
                                              Chief Financial Officer

         Each person whose signature appears below constitutes and appoints
Matthew C. Diamond and Samuel A. Gradess his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Alloy Online, Inc., and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
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 by the following persons in the
capacities and on the dates indicated.

Signature                              Title                        Date
---------                              -----                        ----

/s/ Matthew C. Diamond         Chief Executive Officer        October 20, 2000
----------------------------
Matthew C. Diamond             and Chairman (principal
                               executive officer)


/s/ James K. Johnson, Jr.      Chief Operating Officer        October 20, 2000
----------------------------
James K. Johnson, Jr.          and Director



/s/ Samuel A. Gradess          Chief Financial Officer        October 20, 2000
----------------------------
Samuel A. Gradess              Director (principal financial
                               and accounting officer)

                                     II-4
<PAGE>

/s/ Peter M. Graham               Director                October 20, 2000
----------------------------
Peter M. Graham


/s/ David Yarnell                 Director                October 20, 2000
----------------------------
David Yarnell


                                  Director                October 20, 2000
----------------------------
Lee Masters
<PAGE>

                              ALLOY ONLINE, INC.

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

         (4.1)    Form of Common Stock Certificate (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (4.2)    Restated Certificate of Incorporation of the Registrant (filed
                  as Exhibit 3.1 to the Registrant's  Registration  Statement on
                  Form S-1, as amended,  File No.  333-74159,  and  incorporated
                  herein by reference).

         (4.3)    Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Arthur Andersen LLP.

         (24)     Power of Attorney to file future  amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Restated 1997 Employee,  Director and Consultant  Stock Option
                  Plan, as amended and restated through July 21, 2000.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20189}]
{"company-data": {"conformed-name": "ALLOY ONLINE INC", "cik": "0001080359", "assigned-sic": "5399", "irs-number": "043310676", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48372", "film-number": "743690"}, "business-address": {"street1": "151 WEST 26TH STREET 11TH FL", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2122444307"}, "mail-address": {"street1": "151 WEST 26TH STREET 11", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": {"former-conformed-name": "ALLOY COM INC", "date-changed": "19990224"}}
As filed with the Securities and Exchange Commission on October 20, 2000
                                                                    --

                                                     REGISTRATION NO. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                              _________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                  under the
                            SECURITIES ACT OF 1933
                              _________________

                              ALLOY ONLINE, INC.
                 (Exact name of Registrant as specified in its
                                   charter)

             Delaware                                 04-3310676
    (State or other jurisdiction                   (I.R.S. Employer
   of incorporation or organization)              Identification No.)

                      151 West 26/th/ Street, 11th Floor
                              New York, NY 10001
                                (212) 244-4307
                           (212) 244-4311 facsimile
                   (Address of Principal Executive Offices)

ALLOY ONLINE, INC. RESTATED 1997 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
                                     PLAN
                           (Full title of the plan)

                              Matthew C. Diamond
                            Chief Executive Officer
                              Alloy Online, Inc.
                          115 West 30th Street, #201
                              New York, NY 10001
                           (212) 244-4311 facsimile
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                              _________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                          Proposed               Proposed
          Title of                Amount to be             maximum                Maximum
 securities to be registered      registered/(1)/       offering price            Aggregate                   Amount of
                                                        per share/(2)/       Offering price/(2)/           registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value       4,000,000               $7.16                $28,640,000                    $7,561
                                   =========               =====                ===========                    ======

====================================================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may be
sold upon the exercise of options which have been granted and/or may hereafter
be granted under the Alloy Online, Inc. Restated 1997 Employee, Director and
Consultant Stock Option Plan (the "Plan"). The maximum number of shares which
may be sold upon the exercise of such options granted under the Plans are
subject to adjustment in accordance with certain anti-dilution and other
provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminate
number of shares which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is made on the basis of the average of the high and low sale prices per
share of the Common Stock on the National Market System of the National
Association of Securities Dealers Automated Quotation System (NASDAQ) as of a
date (October 18, 2000) within 5 business days prior to filing this Registration
Statement.

================================================================================
EXPLANATORY NOTE
                               ----------------

         In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan. This Registration Statement
on Form S-8 hereby registers 4,000,000 additional shares of Common Stock
pursuant to the Plan. A Registration Statement on Form S-8 (File No. 333-90681),
registering an aggregate of 4,137,586 shares of Common Stock under (i) the Plan
and (ii) the 1999 Alloy Online, Inc. Employee Stock Purchase Plan was filed with
the Securities and Exchange Commission on November 10, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  January 31, 2000.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended April 30, 2000.

         (c)      The Registrant's Current Report on Form 8-K dated as of
                  February 7, 2000.

         (d)      The Registrant's Current Report on Form 8-K/A dated as of
                  February 22, 2000.

         (e)      The Registrant's Current Report on Form 8-K dated as of March
                  24, 2000.

         (f)      The Registrant's Current Report on Form 8-K/A dated as of
                  April 7, 2000.

         (g)      The Registrant's definitive Proxy Statement on Schedule 14A
                  filed on May 30, 2000.

         (h)      The Registrant's Current Report on Form 8-K dated as of August
                  2, 2000.

         (i)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended July 31, 2000.

         (j)      The Registrant's Current Report on Form 8-K/A dated as of
                  October 2, 2000.

         (k)      The description of the Common Stock contained in the
                  Registrant's Registration Statement on Form 8-A (File No. 0-
                  26023) filed under the Securities Exchange Act of 1934,
                  including any amendment or report filed for the purpose of
                  updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.

Item 4.  Description of Securities.
----------------------------------

         Not applicable.

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

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. and certain members of their families and trusts
for their benefit own an aggregate of approximately 3,450 shares of Common Stock
of the Company.

                                     II-1
Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, File No. 333-74159.

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

         Not applicable.

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

         (4.1)    Form of Common Stock Certificate (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (4.2)    Restated Certificate of Incorporation of the Registrant (filed
                  as Exhibit 3.1 to the Registrant's Registration Statement on
                  Form S-1, as amended, File No. 333-74159, and incorporated
                  herein by reference).

         (4.3)    Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Arthur Andersen LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Restated 1997 Employee,  Director and Consultant  Stock Option
                  Plan, as amended and restated through July 21, 2000.

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

(a)      The undersigned Registrant hereby undertakes:

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

                    (i)  To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the

                                     II-2
form of prospectus filed with the Commission pursuant to Rule
                 424(b) if, in the aggregate, the changes in volume and price
                 represent no more than a 20% change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective Registration Statement.

                      (iii) To include any material information with respect to
                 the plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3 or Form S-8, and
         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 Securities
         Exchange Act of 1934 that are incorporated by reference in this
         Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

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

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the 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 Act
         and will be governed by the final adjudication of such issue.

                                     II-3
SIGNATURES

         The Registrant. 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, New York on this 20 day of October,
2000.

                                          ALLOY ONLINE, INC.

                                          By  /s/ Matthew C. Diamond
                                              --------------------------------
                                              Matthew C. Diamond
                                              Chief Executive Officer

                                          By  /s/ Samuel A. Gradess
                                              --------------------------------
                                              Samuel A. Gradess
                                              Chief Financial Officer

         Each person whose signature appears below constitutes and appoints
Matthew C. Diamond and Samuel A. Gradess his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Alloy Online, Inc., and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
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 by the following persons in the
capacities and on the dates indicated.

Signature                              Title                        Date
---------                              -----                        ----

/s/ Matthew C. Diamond         Chief Executive Officer        October 20, 2000
----------------------------
Matthew C. Diamond             and Chairman (principal
                               executive officer)

/s/ James K. Johnson, Jr.      Chief Operating Officer        October 20, 2000
----------------------------
James K. Johnson, Jr.          and Director

/s/ Samuel A. Gradess          Chief Financial Officer        October 20, 2000
----------------------------
Samuel A. Gradess              Director (principal financial
                               and accounting officer)

                                     II-4
/s/ Peter M. Graham               Director                October 20, 2000
----------------------------
Peter M. Graham

/s/ David Yarnell                 Director                October 20, 2000
----------------------------
David Yarnell

                                  Director                October 20, 2000
----------------------------
Lee Masters
ALLOY ONLINE, INC.

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

         (4.1)    Form of Common Stock Certificate (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (4.2)    Restated Certificate of Incorporation of the Registrant (filed
                  as Exhibit 3.1 to the Registrant's  Registration  Statement on
                  Form S-1, as amended,  File No.  333-74159,  and  incorporated
                  herein by reference).

         (4.3)    Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Arthur Andersen LLP.

         (24)     Power of Attorney to file future  amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Restated 1997 Employee,  Director and Consultant  Stock Option
                  Plan, as amended and restated through July 21, 2000.