<PAGE>

   As filed with the Securities and Exchange Commission on February 21, 2001
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    _________

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

                                    _________

                           JUNO ONLINE SERVICES, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                        13-3914547
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                                  1540 BROADWAY
                            NEW YORK, NEW YORK 10036
               (Address of principal executive offices) (Zip Code)

                                    _________

                           JUNO ONLINE SERVICES, INC.
                     2001 SUPPLEMENTAL STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                    _________

                                CHARLES E. ARDAI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           JUNO ONLINE SERVICES, INC.
                                  1540 BROADWAY
                            NEW YORK, NEW YORK 10036
                     (Name and address of agent for service)
                                 (212) 597-9000
          (Telephone number, including area code, of agent for service)

                                    _________

                         CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<CAPTION>
                                                             Proposed       Proposed
          Title of                                           Maximum         Maximum
         Securities                          Amount          Offering       Aggregate      Amount of
            to be                             to be           Price          Offering    Registration
         Registered                        Registered(1)    Per Share(2)     Price(2)         Fee
         ----------                        -------------    ------------    ---------    ------------
<S>                                        <C>                  <C>         <C>              <C>
2001 Supplemental Stock Incentive Plan
--------------------------------------
Common Stock, $0.01 par value              1,500,000 shares     $1.97       $2,923,020      $730.76
                                                                $1.92
</TABLE>


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

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Juno Online Services, Inc.
         2001 Supplemental Stock Incentive 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 the registration fee for this
         offering under Rule 457(h) of the Securities Act of 1933, as amended,
         on the basis of (i) the weighted average exercise price of $1.97 with
         respect to 860,400 shares subject to outstanding options and (ii) the
         average of the high and low selling prices as reported on the
         consolidated reporting system as of February 16, 2001 with respect
         to the balance of the shares.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  Juno Online Services, 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 Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1999 filed with the Commission on
                  February 15, 2000;

         (b)      The Registrant's Quarterly Reports on Form 10-Q, filed with
                  the Commission on May 15, 2000, August 14, 2000 and November
                  15, 2000 for the periods ended March 31, 2000, June 30, 2000
                  and September 30, 2000, respectively;

         (c)      The Registrant's current reports on Form 8-K filed with the
                  Commission on July 20, 2000, October 13, 2000, October 26,
                  2000, November 29, 2000, December 26, 2000, January 24, 2001,
                  January 25, 2001, February 2, 2001 and February 15, 2001; and

         (d)      The Registrant's Registration Statement No. 000-26009 on Form
                  8-A filed with the Commission on May 10, 1999, pursuant to
                  Section 12(b) of the Exchange 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 Exchange 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

                  The Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate") provides that the liability of a director
of the Registrant shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as amended (the "DGCL").
Under the DGCL, the directors have a fiduciary duty to the Registrant which
is not eliminated by this provision of the Certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the
director's duty of loyalty to the Registrant, for acts or omissions which are
found by a court of competent jurisdiction to be not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the


                                      II-1
<PAGE>

director, and for payment of dividends or approval of stock repurchases or
redemptions that are prohibited by the DGCL. This provision also does not
affect the directors' responsibilities under any other laws, such as the
Federal securities laws or state or Federal environmental laws. The
Registrant has obtained liability insurance for its officers and directors.

                  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: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) 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 entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL and provides that the Registrant
shall fully indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative by reason of the fact
that such person is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

EXHIBIT NUMBER             EXHIBIT

      4           Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 000-26009 on
                  Form 8-A, together with the exhibits thereto, which are
                  incorporated herein by reference pursuant to Item 3(c) to this
                  Registration Statement.
   5              Opinion and Consent of Brobeck, Phleger & Harrison LLP.
   23.1           Consent of PricewaterhouseCoopers LLP, Independent Auditors.
   23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
   24             Power of Attorney.  Reference is made to page II-4 of this
                  Registration Statement.
   99.1           2001 Supplemental Stock Incentive Plan.
   99.2           Form of Notice of Grant of Stock Option.
   99.3           Form of Stock Option Agreement.


                                      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 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 2001
Supplemental Stock Incentive 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 herein, 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-3
<PAGE>

                                   SIGNATURES

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

                                    JUNO ONLINE SERVICES, INC.


                                    By: /s/ Charles E. Ardai
                                       -----------------------------------------
                                       Charles E. Ardai
                                       President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That each person whose signature appears below constitutes and
appoints Charles E. Ardai, Richard Buchband and Richard M. Eaton, Jr., and each
of them, as such person's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.

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

<TABLE>
<CAPTION>

SIGNATURE                       TITLE                                              DATE
---------                       -----                                              ----

<S>                             <C>                                         <C>
 /s/ Charles E. Ardai           President, Chief Executive Officer          February 21, 2001
----------------------          and Director (Principal Executive Officer)
Charles E. Ardai


 /s/ Richard M. Eaton, Jr.      Chief Financial Officer and                 February 21, 2001
----------------------          Treasurer (Principal Financial
Richard M. Eaton, Jr.           and Accounting Officer)


 /s/ David E. Shaw              Director                                    February 21, 2001
----------------------
David E. Shaw


 /s/ Edward J. Ryeom            Director                                    February 21, 2001
----------------------
Edward J. Ryeom


 /s/ Louis K. Salkind           Director                                    February 21, 2001
----------------------
Louis K. Salkind
</TABLE>


                                      II-4
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                           JUNO ONLINE SERVICES, INC.



<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NUMBER    EXHIBIT

   4              Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 000-26009 on
                  Form 8-A, together with the exhibits thereto, which are
                  incorporated herein by reference pursuant to Item 3(c) to this
                  Registration Statement.
   5              Opinion and Consent of Brobeck, Phleger & Harrison LLP.
   23.1           Consent of PricewaterhouseCoopers LLP, Independent Auditors.
   23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
   24             Power of Attorney.  Reference is made to page II-4 of this
                  Registration Statement.
   99.1           2001 Supplemental Stock Incentive Plan.
   99.2           Form of Notice of Grant of Stock Option.
   99.3           Form of Stock Option Agreement.
[{"type": "S-8", "sequence": "1", "filename": "a2039106zs-8.txt", "description": "S-8", "secsgml_size_bytes": 19192}]
{"company-data": {"conformed-name": "JUNO ONLINE SERVICES INC", "cik": "0001018035", "assigned-sic": "7370", "irs-number": "133914547", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56016", "film-number": "1551488"}, "business-address": {"street1": "1540 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2125979000"}, "mail-address": {"street1": "JUNO ONLINE SERVICES INC", "street2": "120 WEST 45TH ST", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": {"former-conformed-name": "JUNO ONLINE SERVICES L P", "date-changed": "19990210"}}
As filed with the Securities and Exchange Commission on February 21, 2001
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    _________

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

                                    _________

                           JUNO ONLINE SERVICES, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                        13-3914547
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                                  1540 BROADWAY
                            NEW YORK, NEW YORK 10036
               (Address of principal executive offices) (Zip Code)

                                    _________

                           JUNO ONLINE SERVICES, INC.
                     2001 SUPPLEMENTAL STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                    _________

                                CHARLES E. ARDAI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           JUNO ONLINE SERVICES, INC.
                                  1540 BROADWAY
                            NEW YORK, NEW YORK 10036
                     (Name and address of agent for service)
                                 (212) 597-9000
          (Telephone number, including area code, of agent for service)

                                    _________

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed       Proposed
          Title of                                           Maximum         Maximum
         Securities                          Amount          Offering       Aggregate      Amount of
            to be                             to be           Price          Offering    Registration
         Registered                        Registered(1)    Per Share(2)     Price(2)         Fee
         ----------                        -------------    ------------    ---------    ------------
2001 Supplemental Stock Incentive Plan
--------------------------------------
Common Stock, $0.01 par value              1,500,000 shares     $1.97       $2,923,020      $730.76
                                                                $1.92
================================================================================

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Juno Online Services, Inc.
         2001 Supplemental Stock Incentive 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 the registration fee for this
         offering under Rule 457(h) of the Securities Act of 1933, as amended,
         on the basis of (i) the weighted average exercise price of $1.97 with
         respect to 860,400 shares subject to outstanding options and (ii) the
         average of the high and low selling prices as reported on the
         consolidated reporting system as of February 16, 2001 with respect
         to the balance of the shares.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  Juno Online Services, 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 Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1999 filed with the Commission on
                  February 15, 2000;

         (b)      The Registrant's Quarterly Reports on Form 10-Q, filed with
                  the Commission on May 15, 2000, August 14, 2000 and November
                  15, 2000 for the periods ended March 31, 2000, June 30, 2000
                  and September 30, 2000, respectively;

         (c)      The Registrant's current reports on Form 8-K filed with the
                  Commission on July 20, 2000, October 13, 2000, October 26,
                  2000, November 29, 2000, December 26, 2000, January 24, 2001,
                  January 25, 2001, February 2, 2001 and February 15, 2001; and

         (d)      The Registrant's Registration Statement No. 000-26009 on Form
                  8-A filed with the Commission on May 10, 1999, pursuant to
                  Section 12(b) of the Exchange 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 Exchange 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

                  The Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate") provides that the liability of a director
of the Registrant shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as amended (the "DGCL").
Under the DGCL, the directors have a fiduciary duty to the Registrant which
is not eliminated by this provision of the Certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the
director's duty of loyalty to the Registrant, for acts or omissions which are
found by a court of competent jurisdiction to be not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the

                                      II-1
director, and for payment of dividends or approval of stock repurchases or
redemptions that are prohibited by the DGCL. This provision also does not
affect the directors' responsibilities under any other laws, such as the
Federal securities laws or state or Federal environmental laws. The
Registrant has obtained liability insurance for its officers and directors.

                  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: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) 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 entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL and provides that the Registrant
shall fully indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative by reason of the fact
that such person is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

EXHIBIT NUMBER             EXHIBIT

      4           Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 000-26009 on
                  Form 8-A, together with the exhibits thereto, which are
                  incorporated herein by reference pursuant to Item 3(c) to this
                  Registration Statement.
   5              Opinion and Consent of Brobeck, Phleger & Harrison LLP.
   23.1           Consent of PricewaterhouseCoopers LLP, Independent Auditors.
   23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
   24             Power of Attorney.  Reference is made to page II-4 of this
                  Registration Statement.
   99.1           2001 Supplemental Stock Incentive Plan.
   99.2           Form of Notice of Grant of Stock Option.
   99.3           Form of Stock Option Agreement.

                                      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 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 2001
Supplemental Stock Incentive 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 herein, 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-3
SIGNATURES

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

                                    JUNO ONLINE SERVICES, INC.

                                    By: /s/ Charles E. Ardai
                                       -----------------------------------------
                                       Charles E. Ardai
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That each person whose signature appears below constitutes and
appoints Charles E. Ardai, Richard Buchband and Richard M. Eaton, Jr., and each
of them, as such person's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
SIGNATURE                       TITLE                                              DATE
---------                       -----                                              ----
/s/ Charles E. Ardai           President, Chief Executive Officer          February 21, 2001
----------------------          and Director (Principal Executive Officer)
Charles E. Ardai

 /s/ Richard M. Eaton, Jr.      Chief Financial Officer and                 February 21, 2001
----------------------          Treasurer (Principal Financial
Richard M. Eaton, Jr.           and Accounting Officer)

 /s/ David E. Shaw              Director                                    February 21, 2001
----------------------
David E. Shaw

 /s/ Edward J. Ryeom            Director                                    February 21, 2001
----------------------
Edward J. Ryeom

 /s/ Louis K. Salkind           Director                                    February 21, 2001
----------------------
Louis K. Salkind
II-4
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           JUNO ONLINE SERVICES, INC.
EXHIBIT INDEX

EXHIBIT NUMBER    EXHIBIT

   4              Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 000-26009 on
                  Form 8-A, together with the exhibits thereto, which are
                  incorporated herein by reference pursuant to Item 3(c) to this
                  Registration Statement.
   5              Opinion and Consent of Brobeck, Phleger & Harrison LLP.
   23.1           Consent of PricewaterhouseCoopers LLP, Independent Auditors.
   23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
   24             Power of Attorney.  Reference is made to page II-4 of this
                  Registration Statement.
   99.1           2001 Supplemental Stock Incentive Plan.
   99.2           Form of Notice of Grant of Stock Option.
   99.3           Form of Stock Option Agreement.