<PAGE>

     As filed with the Securities and Exchange Commission on June 15, 2001.
                                                      REGISTRATION NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -------------
                            WIT SOUNDVIEW GROUP, INC.
             (Exact name of Registrant as specified in its charter)

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

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

                              STOCK INCENTIVE PLAN

                            (Full title of the plan)

                                  -------------
                                  MARK F. LOEHR
                             CHIEF EXECUTIVE OFFICER
                            WIT SOUNDVIEW GROUP, INC.
                           826 BROADWAY, SEVENTH FLOOR
                            NEW YORK, NEW YORK 10003
                                 (212) 253-4400
                      (Name, address, and telephone number,
                   including area code, of agent for service)
                                  -------------
                                   COPIES TO:
                            STEPHEN P. FARRELL, ESQ.
                           MORGAN, LEWIS & BOCKIUS LLP
                                 101 PARK AVENUE
                            NEW YORK, NEW YORK 10178
                                 (212) 309-6050
                               FAX: (212) 309-6273

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=================================================================================
                                               PROPOSED   PROPOSED
                                               MAXIMUM     MAXIMUM
                                NUMBER OF      OFFERING   AGGREGATE  AMOUNT OF
   TITLE OF SECURITIES TO     SHARES TO BE    PRICE PER   OFFERING   REGISTRATION
     BE REGISTERED (1)       REGISTERED (2)     SHARE       PRICE       FEE

<S>                            <C>           <C>          <C>          <C>
Common Stock, par value
$.01 per share, reserved
for the future grant of
options under the Stock
Incentive Plan                 29,850,000    $ 2.65 (3)  $79,102,500   $19,775.63
---------------------------------------------------------------------------------
</TABLE>


(1)    The securities registered include the associated rights to purchase
       preferred stock.
(2)    Pursuant to Rule 416(a), the number of shares previously registered
       include an indeterminate number of additional shares of common stock
       which may become issuable as a result of stock splits, stock dividends,
       or similar transactions in accordance with anti-dilution provisions of
       the Stock Incentive Plan.
(3)    Calculated pursuant to Rule 457(c) and (h), based upon the average of
       the high and low prieces for the common stock as reported on the
       Nasdaq National Market for June 13, 2001.




<PAGE>

                                EXPLANATORY NOTE


       This registration statement includes a form of prospectus to be used by
certain individuals, who may be deemed to be affiliates, and other current or
former employees of Wit SoundView Group, Inc. in connection with the resale of
shares of common stock which shares were registered pursuant to this
registration statement and previously filed registration statements.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     PLAN INFORMATION.*

Item 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

      * Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this registration statement in accordance with
      Rule 428 under the Securities Act of 1933, as amended, and the Explanatory
      Note to Part I of this Form S-8.




<PAGE>

Prospectus




                                10,762,164 Shares



                            WIT SOUNDVIEW GROUP, INC.



                                  Common Stock


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



      We are a technology-focused investment banking firm. This prospectus
relates to the resale of our common stock by our officers and directors and
others who may be in a control relationship with us and by certain of our
employees. The common stock which may be sold has previously been acquired, or
will be acquired, by these individuals under written compensation contracts or
upon exercise of options granted to them under our Stock Incentive Plan. The
Stock Incentive Plan amended and restated the Stock Option and Restricted Stock
Purchase Plan, effective March 1, 1999.


      We will not receive any of the proceeds from these sales. We will pay all
expenses in connection with this offering, other than commissions and discounts
of underwriters, dealers or agents.


      Our common stock is quoted on the Nasdaq National Market (Symbol:
WITC). On June 13, 2001, the closing price of the common stock was $2.65 per
share.


      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.



            The date of this supplemented prospectus is June 15, 2001


<PAGE>



      We have not, nor has any individual named in this prospectus, authorized
any person to give any information or to make any representation other than
those contained in, or incorporated by reference into, this prospectus. This
prospectus does not constitute an offer to sell or solicitation of an offer to
buy.

      We have filed a registration statement on Form S-8 in respect of the
common stock offered by this prospectus with the Securities and Exchange
Commission under the Securities Act. This prospectus does not contain all of the
information contained in the registration statement. You should read this entire
prospectus carefully as well as the registration statement for additional
information.

                       WHERE YOU CAN FIND MORE INFORMATION

      We must file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any documents we file at
the SEC's public reference rooms in Washington, D.C., New York, N.Y. and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov.

      The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus.
Information in this prospectus may update documents previously filed with the
SEC, and later information that we file with the SEC will automatically update
this prospectus. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 prior to the termination of the offering:

      o     Our periodic report on Form 8-K filed with the SEC on June 5, 2001;

      o     Our quarterly report on Form 10-Q for the quarterly period ended
            March 31, 2001 (File Number 000-26225) filed with the SEC on May 15,
            2001;

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

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



      You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

                            Wit SoundView Group, Inc.
                           826 Broadway, Seventh Floor
                            New York, New York 10003
                              Attention: Secretary
                                  212-253-4400
                                -----------------

     Information on our website is not part of this supplemented prospectus.



                                       2
<PAGE>

                                  OUR BUSINESS

      We are a technology-focused investment banking firm that provides services
to an institutional and issuer client base. Wit SoundView Group, Inc. was
established to address the opportunities and challenges posed by our rapidly
changing economy and employs technology industry specialists who focus our
efforts and expertise on this sector. We also seek to develop new investment
banking products and services that use technology and the Internet to better
serve our issuer and institutional client needs.

      We offer services to a wide array of technology clients from start-ups to
industry leaders. We seek to be involved in every aspect of the capital raising
process, whether through venture capital investing or public or private equity
financing. We advise our clients in a variety of areas ranging from business
strategy to mergers and acquisitions. We are committed to serving our global
institutional investor client base through our industry-focused research, sales
and trading functions.

      In parallel with our investment banking activities we bring investment
opportunities to the individual investor, which we believe has become an
integral component of the capital raising and investment process. Through a
strategic alliance with E*TRADE Group, Inc., we will offer individual investors
access to public offerings and other investment banking products. We believe
that the combination of our strong institutional base with E*TRADE Group, Inc.'s
online retail base will provide a powerful distribution channel to connect our
issuer clients with investors.


                                    PROCEEDS

      We will not receive any of the proceeds from the sale of the shares of our
common stock by the individuals named herein.



                                       3
<PAGE>

                              SELLING STOCKHOLDERS

      The following table identifies our executive officers and directors as
well as certain of our current and former employees, any of whom may use this
prospectus to sell our common stock. We do not know whether the individuals
listed below will sell any or all of their shares covered by this prospectus.
Assuming all such shares are sold by them, none of the individuals would own one
percent (1%) or more of our common stock.

<TABLE>
<CAPTION>

                                                           AS OF MAY 31, 2001                 AS OF SEPTEMBER 30, 2001
                                                 -------------------------------------        ------------------------
                                                                      NUMBER OF SHARES            NUMBER OF SHARES
                                                    NUMBER OF          COVERED BY THIS             COVERED BY THIS
                                                 SHARES OWNED(1)         PROSPECTUS                  PROSPECTUS
                                                 -----------------   -----------------        ------------------------
<S>                                                  <C>                 <C>                         <C>
Brian Bristol
Head of Investment Banking
(since 2000)                                         1,884,154(2)        270,739                     321,457

Edward A. Bugniazet
Managing Director and Head of Trading and
Sales Trading
(since 2001)                                         1,394,812           271,504                     326,486

Russell Crabs
President and Director
(since 2000)                                         3,631,579(3)        613,996                     735,621

Daniel I. DeWolf
Senior Vice President and Director of
Venture Capital Fund Group
(since 1999)                                           188,000            43,751                      52,500

Lloyd H. Feller
Senior Vice President and General Counsel
(since 1999)                                           835,000           379,688(4)                  431,875

Andrew D. Klein
Chief Strategist and Director of
International Development
(since 1996)                                         3,817,637            56,250                      71,875

Robert H. Lessin
Chairman and Director
(since 1998)                                         6,699,965         4,318,750(5)                4,425,000

Mark Loehr
Chief Executive Officer and Director
(since 1999)                                         2,421,000           720,314(6)                  865,626
</TABLE>



                                       4
<PAGE>

<TABLE>
<CAPTION>

                                                           AS OF MAY 31, 2001                 AS OF SEPTEMBER 30, 2001
                                                 -------------------------------------        ------------------------
                                                                      NUMBER OF SHARES            NUMBER OF SHARES
                                                    NUMBER OF          COVERED BY THIS             COVERED BY THIS
                                                 SHARES OWNED(1)         PROSPECTUS                  PROSPECTUS
                                                 -----------------   -----------------        ------------------------
<S>                                                  <C>                 <C>                         <C>
John W. Palmer
Senior Vice President and Chief Information
Officer
(since 2000)                                           420,000           127,192(7)                  148,754

Elizabeth Schimel
Senior Vice President and Director of
Business Development
(since 1999)                                           182,500            72,500(8)                   84,375

Curtis Snyder
Senior Vice President and Chief Financial
Officer
(since 2000)                                           989,291           126,719                     176,063

Kris Tuttle
Managing Director and Head of Research
(since 2001)                                         1,537,723           234,774                     314,607
</TABLE>


                                       5
<PAGE>

<TABLE>
<CAPTION>

                                   NUMBER OF SHARES COVERED
                                      BY THIS PROSPECTUS
                                   ------------------------

Other Employees and Former Employees
------------------------------------
<S>                                         <C>
Susan J. Berkowitz(9)                       61,250
Jon Cappadona(9)                               219
Rachel Cuite(9)                                438
Paul Ezekiel(10)                           180,833
William C. Feeley(9)                        14,169
Charles Hall(9)                            211,456
Everett F. Lang(9)                          59,196
Sheri Lerea(9)                                 219
George M. Lieberman(9)                      27,057
Pamela MacDonald(9)                            438
Jimmy Matheos(9)                               219
Kyle McNamara(9)                               219
Joanne Medvecky(9)                           2,916
Robert C. Mendelson(9)                      57,239
Christopher Mulligan(11)                   235,520
Ronald Readmond(9)(12)                   1,932,000
Harry Silver(9)                             17,500
Nancy Hernandez Toste(9)                     1,787
Rahul Vaid(9)                                5,250
</TABLE>

----------

(1)  Based on ownership as of January 31, 2001. Includes shares issuable to the
named individuals upon exercise of currently outstanding options under the Stock
Incentive Plan, whether or not presently exercisable, and shares issued to them
under written compensation agreements.

(2)  This amount includes 283,631 shares owned by Mr. Bristol in the Wit
SoundView Group, Inc. 401(k) plan.

(3)  This amount includes 256,186 shares owned by Mr. Crabs in the Wit
SoundView Group, Inc. 401(k) plan.

(4) This amount consists of 255,938 shares owned by Mr. Feller and 123,750
shares subject to exercisable options. In addition, Mr. Feller also owns an
additional 199,063 shares still subject to repurchase by us. We will supplement
this prospectus as necessary as these shares vest and are no longer subject to
this repurchase right.

(5) Mr. Lessin's ability to sell his shares is restricted by contract. Under the
relevant contractual provision, he cannot sell, in any calendar year, more than
the sum of one-half of the total number of shares


                                       6
<PAGE>

he is permitted to sell under Rule 144 under the Securities Act, plus a
percentage of any share amount sold by Capital Z Financial Services Fund II,
L.P. in that year, plus any allowable transfer amount carried over from a
previous year. If this restriction is waived at any time, Mr. Lessin may use
this prospectus to sell all of these shares.

(6) Mr. Loehr also owns an additional 382,812 shares still subject to repurchase
by us. We will supplement this prospectus as necessary as these shares vest and
are no longer subject to this repurchase right.

(7) This amount consists of 50,000 shares owned by Mr. Palmer and 77,192 shares
subject to exercisable options. In addition, Mr. Palmer also owns an additional
25,000 shares still subject to repurchase by us. We will supplement this
prospectus as necessary as these shares vest and are no longer subject to this
repurchase right.

(8) This amount consists of 20,000 shares owned by Ms. Schimel and 52,500 shares
subject to exercisable options. In addition, Ms. Schimel also owns an additional
20,000 shares still subject to repurchase by us. We will supplement this
prospectus as necessary as these shares vest and are no longer subject to this
repurchase right.

(9) No longer employed by us.

(10) 79,114 shares are still subject to repurchase by us.

(11) 133,665 shares are still subject to repurchase by us.

(12) Mr. Readmond's ability to sell his shares is restricted by contract. Under
the relevant contractual provision, he cannot sell, in any calendar year, more
than the sum of one-half of the total number of shares he is permitted to sell
under Rule 144 under the Securities Act, plus a percentage of any share amount
sold by Capital Z Financial Services Fund II, L.P. in that year, plus any
allowable transfer amount carried over from a previous year. If this restriction
is waived at any time, Mr. Readmond may use this prospectus to sell all of these
shares.



                                       7
<PAGE>

                              PLAN OF DISTRIBUTION

      The shares of our common stock covered by this prospectus will be sold, if
at all, by the individuals named above or donees, pledgees or others on their
behalf, and not by us. The shares may be sold from time to time as follows:

      o     on the Nasdaq National Market, in the over-the-counter market, or on
            a national securities exchange (any of which may involve crosses and
            block transactions);

      o     to purchasers directly;

      o     in ordinary brokerage transactions in which the broker solicits
            purchasers;

      o     through underwriters, dealers and agents who may receive
            compensation in the form of underwriting discounts, concessions or
            commissions from a seller and/or the purchasers of the shares for
            whom they may act as agent;

      o     through the writing of options on the shares;

      o     through the pledge of shares as security for any loan or obligation,
            including pledges to brokers or dealers who may from time to time
            effect distributions of the shares or other interests in the shares;

      o     through purchases by a broker or dealer as principal and resale by
            such broker or dealer for its own account pursuant to this
            prospectus;

      o     through block trades in which the broker or dealer so engaged will
            attempt to sell the shares as agent or as riskless principal but may
            position and resell a portion of the block as principal to
            facilitate the transaction;

      o     through exchange distributions in accordance with the rules of the
            applicable exchange;

      o     in any combination of one or more of these methods; or

      o     in any other lawful manner.

      These sales may be made at prices related to the then current market price
or otherwise at prices and on terms then prevailing, or in privately negotiated
transactions. In effecting sales, a broker or dealer engaged by an individual
using this prospectus to sell common stock may arrange for other brokers or
dealers to participate in the sale. In addition, any shares covered by this
prospectus which qualify for sale pursuant to Section 4(1) of the Securities Act
or Rules 144 or 701(g) under the Securities Act may be sold thereunder rather
than by this prospectus.

      In connection with distributions of the shares or otherwise, persons using
this prospectus to sell common stock may enter into hedging transactions with
broker-dealers. In connection with hedging a transaction, a broker-dealer may
engage in short sales of shares registered hereunder in the course of hedging
the positions it assumes with the seller. The seller may also sell shares short
and deliver the shares to close out the short positions. The seller may also
enter into an option or other transaction with a


                                       8
<PAGE>

broker-dealer which requires the delivery to the broker-dealer of shares we have
registered, which the broker-dealer may resell by this prospectus.

      A seller may pay a broker-dealer or an agent compensation in the form of
commissions, discounts or concessions. The broker-dealer and any other
participating broker-dealer may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.

      We may be required to file a supplemented prospectus in connection with
any activities involving a seller which may be deemed to be an "underwriting."
In that case, a supplement to this prospectus would contain (1) information as
to whether an underwriter selected by a seller, or any other broker-dealer, is
acting as principal or agent for the seller, (2) the compensation to be received
by an underwriter selected by a seller or any broker-dealer, for acting as
principal or agent for a seller and (3) the compensation to be received by any
other broker-dealer, in the event the compensation of such other broker-dealers
is in excess of usual and customary commissions. Any broker or dealer
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including any prospectus supplement, to any individual
who purchases any shares from or through such a broker-dealer.

      We have advised the people identified in this prospectus as potential
sellers of common stock that during any period when they may be engaged in a
distribution of the shares offered by this prospectus, they are required to
comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes any seller, any affiliated purchaser and any
broker-dealer or other individual who participates in such a distribution from
bidding for or purchasing, or attempting to induce any individual to bid for or
purchase any security, that is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. All of these factors may affect the marketability
of our common stock.

      The people identified in this prospectus as potential sellers of common
stock offer to sell all, some or none of the shares covered by this prospectus.
Because it is possible that a significant number of shares could be sold
simultaneously by means of this prospectus, such sales, or the possibility
thereof, may have an adverse effect on the market price of our common stock.


                                 INDEMNIFICATION

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

      Section 145 of the General Corporation Law of Delaware permits us to
indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with legal proceedings if the officer, director or employee acted in good faith
and in a manner he reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal act or proceeding, he had no
reasonable cause to believe his conduct was unlawful. Indemnification is not
permitted as to any matter as to which the person is adjudged to be liable
unless, and only to the extent that, the court in which such action or suit was
brought upon application that, despite the


                                       9
<PAGE>

adjudication of liability, but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper. Individuals who successfully defend such an action are
entitled to indemnification against expenses reasonably incurred in connection
therewith.

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

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

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


                            VALIDITY OF COMMON STOCK

      The validity of our common stock has been passed upon by Morgan, Lewis &
Bockius LLP, New York, New York.


                                     EXPERTS

      The annual consolidated financial statements and schedule of Wit SoundView
Group, Inc. incorporated by reference to our annual report on Form 10-K in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of this firm as experts in accounting and
auditing. The annual consolidated financial statements and schedule of Wit
Capital Japan, Inc. incorporated by reference to our annual report on Form 10-K
in this prospectus have been audited by Arthur Andersen, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of this firm as experts in accounting and
auditing. The annual consolidated financial statements of E*OFFERING Corp.
incorporated by reference to our periodic report on Form 8-K in this prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of this firm as experts in accounting and auditing.
The annual consolidated financial statements of E*OFFERING Corp. incorporated by
reference to our periodic report on Form 8-K in this prospectus have been
audited by Deloitte & Touche LLP, independent public accountants, as indicated
in their report with respect


                                       10
<PAGE>

thereto, and are included herein in reliance upon the authority of this firm as
experts in accounting and auditing.




                                       11
<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (a)   Our periodic report on Form 8-K filed with the SEC on June 5, 2001;

      (b)   Our quarterly report on Form 10-Q for the quarterly period ended
            March 31, 2001 (File Number 000-26225) filed with the SEC on May 15,
            2001;

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

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

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

      Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.     DESCRIPTION OF SECURITIES.

      Not applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Our Amended and Restated Certificate of Incorporation limits, to the
maximum extent permitted under Delaware law, the personal liability of directors
and officers for monetary damages for breach of their fiduciary duties as
directors and officers, except in certain circumstances involving certain
wrongful



                                      II-1
<PAGE>

acts, such as a breach of the director's duty of loyalty or acts of
omission which involve intentional misconduct or a knowing violation of law.

      Section 145 of the General Corporation Law of Delaware permits us to
indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with legal proceedings if the officer, director or employee acted in good faith
and in a manner he reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal act or proceeding, he had no
reasonable cause to believe his conduct was unlawful. Indemnification is not
permitted as to any matter as to which the person is adjudged to be liable
unless, and only to the extent that, the court in which such action or suit was
brought upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper. Individuals
who successfully defend such an action are entitled to indemnification against
expenses reasonably incurred in connection therewith.

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

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

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

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


                                  EXHIBIT INDEX

      Exhibit           Description
      -------           -----------

      5.1         Opinion of Morgan, Lewis & Bockius LLP.

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


                                      II-2
<PAGE>

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

      23.3        Consent of Arthur Andersen LLP with regard to the financial
                  statements of E*OFFERING Corp.

      23.4        Consent of Deloitte & Touche LLP with regard to the
                  financial statements of E*OFFERING Corp.

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

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


Item 9. UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

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

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

            (ii) To reflect in the Prospectus any facts or events arising after
            the effective date of this Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement; and

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

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

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

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


                                      II-3
<PAGE>

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

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



                                      II-4
<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on June 13, 2001.

                          WIT SOUNDVIEW GROUP, INC.


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

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

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

<TABLE>
<S>                                               <C>                                     <C>
/s/ Mark F. Loehr
-------------------------------                   Chief Executive Officer and
Mark F. Loehr                                     Director                                June 13, 2001


/s/ Robert H. Lessin
-------------------------------                   Chairman
Robert H. Lessin                                  and Director                            June 13, 2001


/s/ Russell D. Crabs
-------------------------------                   Director                                June 13, 2001
Russell D. Crabs


/s/ Andrew D. Klein
-------------------------------                   Director                                June 13, 2001
Andrew D. Klein


-------------------------------                   Director                                June   , 2001
Christos M. Cotsakos
</TABLE>



                                      II-5
<PAGE>

<TABLE>
<S>                                               <C>                                     <C>
/s/ John H. N. Fisher
-------------------------------                   Director                                June 13, 2001
John H. N. Fisher


-------------------------------                   Director                                June   , 2001
William E. Ford


/s/ Edward H. Fleischman
-------------------------------                   Director                                June 13, 2001
Edward H. Fleischman


/s/ Joseph R. Hardiman
-------------------------------                   Director                                June 13, 2001
Joseph R. Hardiman


-------------------------------                   Director                                June   , 2001
Gilbert C. Maurer


/s/ Curtis L. Snyder
-------------------------------                   Chief Financial Officer                 June 13, 2001
Curtis L. Snyder
</TABLE>




                                      II-6
<PAGE>

                                  EXHIBIT INDEX


      Exhibit             Description
      -------             -----------

      5.1         Opinion of Morgan, Lewis & Bockius LLP.

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

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

      23.3        Consent of Arthur Andersen LLP with regard to the financial
                  statements of E*OFFERING Corp.

      23.4        Consent of Deloitte & Touche LLP with regard to the
                  financial statements of E*OFFERING Corp.

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

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


                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "a2051969zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 46160}]
{"company-data": {"conformed-name": "WIT SOUNDVIEW GROUP INC", "cik": "0001071620", "assigned-sic": "6211", "irs-number": "133900397", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63206", "film-number": "1662142"}, "business-address": {"street1": "826 BROADWAY 6TH FL", "city": "NEW YORK", "state": "NY", "zip": "10003", "phone": "2122534400"}, "mail-address": {"street1": "826 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10003"}}
As filed with the Securities and Exchange Commission on June 15, 2001.
                                                      REGISTRATION NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -------------
                            WIT SOUNDVIEW GROUP, INC.
             (Exact name of Registrant as specified in its charter)

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

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

                              STOCK INCENTIVE PLAN

                            (Full title of the plan)

                                  -------------
                                  MARK F. LOEHR
                             CHIEF EXECUTIVE OFFICER
                            WIT SOUNDVIEW GROUP, INC.
                           826 BROADWAY, SEVENTH FLOOR
                            NEW YORK, NEW YORK 10003
                                 (212) 253-4400
                      (Name, address, and telephone number,
                   including area code, of agent for service)
                                  -------------
                                   COPIES TO:
                            STEPHEN P. FARRELL, ESQ.
                           MORGAN, LEWIS & BOCKIUS LLP
                                 101 PARK AVENUE
                            NEW YORK, NEW YORK 10178
                                 (212) 309-6050
                               FAX: (212) 309-6273
CALCULATION OF REGISTRATION FEE
=================================================================================
                                               PROPOSED   PROPOSED
                                               MAXIMUM     MAXIMUM
                                NUMBER OF      OFFERING   AGGREGATE  AMOUNT OF
   TITLE OF SECURITIES TO     SHARES TO BE    PRICE PER   OFFERING   REGISTRATION
     BE REGISTERED (1)       REGISTERED (2)     SHARE       PRICE       FEE
Common Stock, par value
$.01 per share, reserved
for the future grant of
options under the Stock
Incentive Plan                 29,850,000    $ 2.65 (3)  $79,102,500   $19,775.63
---------------------------------------------------------------------------------
(1)    The securities registered include the associated rights to purchase
       preferred stock.
(2)    Pursuant to Rule 416(a), the number of shares previously registered
       include an indeterminate number of additional shares of common stock
       which may become issuable as a result of stock splits, stock dividends,
       or similar transactions in accordance with anti-dilution provisions of
       the Stock Incentive Plan.
(3)    Calculated pursuant to Rule 457(c) and (h), based upon the average of
       the high and low prieces for the common stock as reported on the
       Nasdaq National Market for June 13, 2001.
EXPLANATORY NOTE

       This registration statement includes a form of prospectus to be used by
certain individuals, who may be deemed to be affiliates, and other current or
former employees of Wit SoundView Group, Inc. in connection with the resale of
shares of common stock which shares were registered pursuant to this
registration statement and previously filed registration statements.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     PLAN INFORMATION.*

Item 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

      * Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this registration statement in accordance with
      Rule 428 under the Securities Act of 1933, as amended, and the Explanatory
      Note to Part I of this Form S-8.
Prospectus

                                10,762,164 Shares

                            WIT SOUNDVIEW GROUP, INC.

                                  Common Stock

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

      We are a technology-focused investment banking firm. This prospectus
relates to the resale of our common stock by our officers and directors and
others who may be in a control relationship with us and by certain of our
employees. The common stock which may be sold has previously been acquired, or
will be acquired, by these individuals under written compensation contracts or
upon exercise of options granted to them under our Stock Incentive Plan. The
Stock Incentive Plan amended and restated the Stock Option and Restricted Stock
Purchase Plan, effective March 1, 1999.

      We will not receive any of the proceeds from these sales. We will pay all
expenses in connection with this offering, other than commissions and discounts
of underwriters, dealers or agents.

      Our common stock is quoted on the Nasdaq National Market (Symbol:
WITC). On June 13, 2001, the closing price of the common stock was $2.65 per
share.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

            The date of this supplemented prospectus is June 15, 2001
We have not, nor has any individual named in this prospectus, authorized
any person to give any information or to make any representation other than
those contained in, or incorporated by reference into, this prospectus. This
prospectus does not constitute an offer to sell or solicitation of an offer to
buy.

      We have filed a registration statement on Form S-8 in respect of the
common stock offered by this prospectus with the Securities and Exchange
Commission under the Securities Act. This prospectus does not contain all of the
information contained in the registration statement. You should read this entire
prospectus carefully as well as the registration statement for additional
information.

                       WHERE YOU CAN FIND MORE INFORMATION

      We must file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any documents we file at
the SEC's public reference rooms in Washington, D.C., New York, N.Y. and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov.

      The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus.
Information in this prospectus may update documents previously filed with the
SEC, and later information that we file with the SEC will automatically update
this prospectus. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 prior to the termination of the offering:

      o     Our periodic report on Form 8-K filed with the SEC on June 5, 2001;

      o     Our quarterly report on Form 10-Q for the quarterly period ended
            March 31, 2001 (File Number 000-26225) filed with the SEC on May 15,
            2001;

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

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

      You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

                            Wit SoundView Group, Inc.
                           826 Broadway, Seventh Floor
                            New York, New York 10003
                              Attention: Secretary
                                  212-253-4400
                                -----------------

     Information on our website is not part of this supplemented prospectus.

                                       2
OUR BUSINESS

      We are a technology-focused investment banking firm that provides services
to an institutional and issuer client base. Wit SoundView Group, Inc. was
established to address the opportunities and challenges posed by our rapidly
changing economy and employs technology industry specialists who focus our
efforts and expertise on this sector. We also seek to develop new investment
banking products and services that use technology and the Internet to better
serve our issuer and institutional client needs.

      We offer services to a wide array of technology clients from start-ups to
industry leaders. We seek to be involved in every aspect of the capital raising
process, whether through venture capital investing or public or private equity
financing. We advise our clients in a variety of areas ranging from business
strategy to mergers and acquisitions. We are committed to serving our global
institutional investor client base through our industry-focused research, sales
and trading functions.

      In parallel with our investment banking activities we bring investment
opportunities to the individual investor, which we believe has become an
integral component of the capital raising and investment process. Through a
strategic alliance with E*TRADE Group, Inc., we will offer individual investors
access to public offerings and other investment banking products. We believe
that the combination of our strong institutional base with E*TRADE Group, Inc.'s
online retail base will provide a powerful distribution channel to connect our
issuer clients with investors.

                                    PROCEEDS

      We will not receive any of the proceeds from the sale of the shares of our
common stock by the individuals named herein.

                                       3
SELLING STOCKHOLDERS

      The following table identifies our executive officers and directors as
well as certain of our current and former employees, any of whom may use this
prospectus to sell our common stock. We do not know whether the individuals
listed below will sell any or all of their shares covered by this prospectus.
Assuming all such shares are sold by them, none of the individuals would own one
percent (1%) or more of our common stock.
AS OF MAY 31, 2001                 AS OF SEPTEMBER 30, 2001
                                                 -------------------------------------        ------------------------
                                                                      NUMBER OF SHARES            NUMBER OF SHARES
                                                    NUMBER OF          COVERED BY THIS             COVERED BY THIS
                                                 SHARES OWNED(1)         PROSPECTUS                  PROSPECTUS
                                                 -----------------   -----------------        ------------------------
Brian Bristol
Head of Investment Banking
(since 2000)                                         1,884,154(2)        270,739                     321,457

Edward A. Bugniazet
Managing Director and Head of Trading and
Sales Trading
(since 2001)                                         1,394,812           271,504                     326,486

Russell Crabs
President and Director
(since 2000)                                         3,631,579(3)        613,996                     735,621

Daniel I. DeWolf
Senior Vice President and Director of
Venture Capital Fund Group
(since 1999)                                           188,000            43,751                      52,500

Lloyd H. Feller
Senior Vice President and General Counsel
(since 1999)                                           835,000           379,688(4)                  431,875

Andrew D. Klein
Chief Strategist and Director of
International Development
(since 1996)                                         3,817,637            56,250                      71,875

Robert H. Lessin
Chairman and Director
(since 1998)                                         6,699,965         4,318,750(5)                4,425,000

Mark Loehr
Chief Executive Officer and Director
(since 1999)                                         2,421,000           720,314(6)                  865,626
4
AS OF MAY 31, 2001                 AS OF SEPTEMBER 30, 2001
                                                 -------------------------------------        ------------------------
                                                                      NUMBER OF SHARES            NUMBER OF SHARES
                                                    NUMBER OF          COVERED BY THIS             COVERED BY THIS
                                                 SHARES OWNED(1)         PROSPECTUS                  PROSPECTUS
                                                 -----------------   -----------------        ------------------------
John W. Palmer
Senior Vice President and Chief Information
Officer
(since 2000)                                           420,000           127,192(7)                  148,754

Elizabeth Schimel
Senior Vice President and Director of
Business Development
(since 1999)                                           182,500            72,500(8)                   84,375

Curtis Snyder
Senior Vice President and Chief Financial
Officer
(since 2000)                                           989,291           126,719                     176,063

Kris Tuttle
Managing Director and Head of Research
(since 2001)                                         1,537,723           234,774                     314,607
5
NUMBER OF SHARES COVERED
                                      BY THIS PROSPECTUS
                                   ------------------------

Other Employees and Former Employees
------------------------------------
Susan J. Berkowitz(9)                       61,250
Jon Cappadona(9)                               219
Rachel Cuite(9)                                438
Paul Ezekiel(10)                           180,833
William C. Feeley(9)                        14,169
Charles Hall(9)                            211,456
Everett F. Lang(9)                          59,196
Sheri Lerea(9)                                 219
George M. Lieberman(9)                      27,057
Pamela MacDonald(9)                            438
Jimmy Matheos(9)                               219
Kyle McNamara(9)                               219
Joanne Medvecky(9)                           2,916
Robert C. Mendelson(9)                      57,239
Christopher Mulligan(11)                   235,520
Ronald Readmond(9)(12)                   1,932,000
Harry Silver(9)                             17,500
Nancy Hernandez Toste(9)                     1,787
Rahul Vaid(9)                                5,250
----------

(1)  Based on ownership as of January 31, 2001. Includes shares issuable to the
named individuals upon exercise of currently outstanding options under the Stock
Incentive Plan, whether or not presently exercisable, and shares issued to them
under written compensation agreements.

(2)  This amount includes 283,631 shares owned by Mr. Bristol in the Wit
SoundView Group, Inc. 401(k) plan.

(3)  This amount includes 256,186 shares owned by Mr. Crabs in the Wit
SoundView Group, Inc. 401(k) plan.

(4) This amount consists of 255,938 shares owned by Mr. Feller and 123,750
shares subject to exercisable options. In addition, Mr. Feller also owns an
additional 199,063 shares still subject to repurchase by us. We will supplement
this prospectus as necessary as these shares vest and are no longer subject to
this repurchase right.

(5) Mr. Lessin's ability to sell his shares is restricted by contract. Under the
relevant contractual provision, he cannot sell, in any calendar year, more than
the sum of one-half of the total number of shares

                                       6
he is permitted to sell under Rule 144 under the Securities Act, plus a
percentage of any share amount sold by Capital Z Financial Services Fund II,
L.P. in that year, plus any allowable transfer amount carried over from a
previous year. If this restriction is waived at any time, Mr. Lessin may use
this prospectus to sell all of these shares.

(6) Mr. Loehr also owns an additional 382,812 shares still subject to repurchase
by us. We will supplement this prospectus as necessary as these shares vest and
are no longer subject to this repurchase right.

(7) This amount consists of 50,000 shares owned by Mr. Palmer and 77,192 shares
subject to exercisable options. In addition, Mr. Palmer also owns an additional
25,000 shares still subject to repurchase by us. We will supplement this
prospectus as necessary as these shares vest and are no longer subject to this
repurchase right.

(8) This amount consists of 20,000 shares owned by Ms. Schimel and 52,500 shares
subject to exercisable options. In addition, Ms. Schimel also owns an additional
20,000 shares still subject to repurchase by us. We will supplement this
prospectus as necessary as these shares vest and are no longer subject to this
repurchase right.

(9) No longer employed by us.

(10) 79,114 shares are still subject to repurchase by us.

(11) 133,665 shares are still subject to repurchase by us.

(12) Mr. Readmond's ability to sell his shares is restricted by contract. Under
the relevant contractual provision, he cannot sell, in any calendar year, more
than the sum of one-half of the total number of shares he is permitted to sell
under Rule 144 under the Securities Act, plus a percentage of any share amount
sold by Capital Z Financial Services Fund II, L.P. in that year, plus any
allowable transfer amount carried over from a previous year. If this restriction
is waived at any time, Mr. Readmond may use this prospectus to sell all of these
shares.

                                       7
PLAN OF DISTRIBUTION

      The shares of our common stock covered by this prospectus will be sold, if
at all, by the individuals named above or donees, pledgees or others on their
behalf, and not by us. The shares may be sold from time to time as follows:

      o     on the Nasdaq National Market, in the over-the-counter market, or on
            a national securities exchange (any of which may involve crosses and
            block transactions);

      o     to purchasers directly;

      o     in ordinary brokerage transactions in which the broker solicits
            purchasers;

      o     through underwriters, dealers and agents who may receive
            compensation in the form of underwriting discounts, concessions or
            commissions from a seller and/or the purchasers of the shares for
            whom they may act as agent;

      o     through the writing of options on the shares;

      o     through the pledge of shares as security for any loan or obligation,
            including pledges to brokers or dealers who may from time to time
            effect distributions of the shares or other interests in the shares;

      o     through purchases by a broker or dealer as principal and resale by
            such broker or dealer for its own account pursuant to this
            prospectus;

      o     through block trades in which the broker or dealer so engaged will
            attempt to sell the shares as agent or as riskless principal but may
            position and resell a portion of the block as principal to
            facilitate the transaction;

      o     through exchange distributions in accordance with the rules of the
            applicable exchange;

      o     in any combination of one or more of these methods; or

      o     in any other lawful manner.

      These sales may be made at prices related to the then current market price
or otherwise at prices and on terms then prevailing, or in privately negotiated
transactions. In effecting sales, a broker or dealer engaged by an individual
using this prospectus to sell common stock may arrange for other brokers or
dealers to participate in the sale. In addition, any shares covered by this
prospectus which qualify for sale pursuant to Section 4(1) of the Securities Act
or Rules 144 or 701(g) under the Securities Act may be sold thereunder rather
than by this prospectus.

      In connection with distributions of the shares or otherwise, persons using
this prospectus to sell common stock may enter into hedging transactions with
broker-dealers. In connection with hedging a transaction, a broker-dealer may
engage in short sales of shares registered hereunder in the course of hedging
the positions it assumes with the seller. The seller may also sell shares short
and deliver the shares to close out the short positions. The seller may also
enter into an option or other transaction with a

                                       8
broker-dealer which requires the delivery to the broker-dealer of shares we have
registered, which the broker-dealer may resell by this prospectus.

      A seller may pay a broker-dealer or an agent compensation in the form of
commissions, discounts or concessions. The broker-dealer and any other
participating broker-dealer may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.

      We may be required to file a supplemented prospectus in connection with
any activities involving a seller which may be deemed to be an "underwriting."
In that case, a supplement to this prospectus would contain (1) information as
to whether an underwriter selected by a seller, or any other broker-dealer, is
acting as principal or agent for the seller, (2) the compensation to be received
by an underwriter selected by a seller or any broker-dealer, for acting as
principal or agent for a seller and (3) the compensation to be received by any
other broker-dealer, in the event the compensation of such other broker-dealers
is in excess of usual and customary commissions. Any broker or dealer
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including any prospectus supplement, to any individual
who purchases any shares from or through such a broker-dealer.

      We have advised the people identified in this prospectus as potential
sellers of common stock that during any period when they may be engaged in a
distribution of the shares offered by this prospectus, they are required to
comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes any seller, any affiliated purchaser and any
broker-dealer or other individual who participates in such a distribution from
bidding for or purchasing, or attempting to induce any individual to bid for or
purchase any security, that is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. All of these factors may affect the marketability
of our common stock.

      The people identified in this prospectus as potential sellers of common
stock offer to sell all, some or none of the shares covered by this prospectus.
Because it is possible that a significant number of shares could be sold
simultaneously by means of this prospectus, such sales, or the possibility
thereof, may have an adverse effect on the market price of our common stock.

                                 INDEMNIFICATION

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

      Section 145 of the General Corporation Law of Delaware permits us to
indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with legal proceedings if the officer, director or employee acted in good faith
and in a manner he reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal act or proceeding, he had no
reasonable cause to believe his conduct was unlawful. Indemnification is not
permitted as to any matter as to which the person is adjudged to be liable
unless, and only to the extent that, the court in which such action or suit was
brought upon application that, despite the

                                       9
adjudication of liability, but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper. Individuals who successfully defend such an action are
entitled to indemnification against expenses reasonably incurred in connection
therewith.

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

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

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

                            VALIDITY OF COMMON STOCK

      The validity of our common stock has been passed upon by Morgan, Lewis &
Bockius LLP, New York, New York.

                                     EXPERTS

      The annual consolidated financial statements and schedule of Wit SoundView
Group, Inc. incorporated by reference to our annual report on Form 10-K in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of this firm as experts in accounting and
auditing. The annual consolidated financial statements and schedule of Wit
Capital Japan, Inc. incorporated by reference to our annual report on Form 10-K
in this prospectus have been audited by Arthur Andersen, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of this firm as experts in accounting and
auditing. The annual consolidated financial statements of E*OFFERING Corp.
incorporated by reference to our periodic report on Form 8-K in this prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of this firm as experts in accounting and auditing.
The annual consolidated financial statements of E*OFFERING Corp. incorporated by
reference to our periodic report on Form 8-K in this prospectus have been
audited by Deloitte & Touche LLP, independent public accountants, as indicated
in their report with respect

                                       10
thereto, and are included herein in reliance upon the authority of this firm as
experts in accounting and auditing.

                                       11
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (a)   Our periodic report on Form 8-K filed with the SEC on June 5, 2001;

      (b)   Our quarterly report on Form 10-Q for the quarterly period ended
            March 31, 2001 (File Number 000-26225) filed with the SEC on May 15,
            2001;

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

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

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

      Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.     DESCRIPTION OF SECURITIES.

      Not applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Our Amended and Restated Certificate of Incorporation limits, to the
maximum extent permitted under Delaware law, the personal liability of directors
and officers for monetary damages for breach of their fiduciary duties as
directors and officers, except in certain circumstances involving certain
wrongful

                                      II-1
acts, such as a breach of the director's duty of loyalty or acts of
omission which involve intentional misconduct or a knowing violation of law.

      Section 145 of the General Corporation Law of Delaware permits us to
indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with legal proceedings if the officer, director or employee acted in good faith
and in a manner he reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal act or proceeding, he had no
reasonable cause to believe his conduct was unlawful. Indemnification is not
permitted as to any matter as to which the person is adjudged to be liable
unless, and only to the extent that, the court in which such action or suit was
brought upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper. Individuals
who successfully defend such an action are entitled to indemnification against
expenses reasonably incurred in connection therewith.

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

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

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

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                  EXHIBIT INDEX

      Exhibit           Description
      -------           -----------

      5.1         Opinion of Morgan, Lewis & Bockius LLP.

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

                                      II-2
23.2        Consent of Arthur Andersen with regard to the financial
                  statements of Wit Capital Japan, Inc.

      23.3        Consent of Arthur Andersen LLP with regard to the financial
                  statements of E*OFFERING Corp.

      23.4        Consent of Deloitte & Touche LLP with regard to the
                  financial statements of E*OFFERING Corp.

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

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

Item 9. UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

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

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

            (ii) To reflect in the Prospectus any facts or events arising after
            the effective date of this Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement; and

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

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

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

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

                                      II-3
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                      II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on June 13, 2001.

                          WIT SOUNDVIEW GROUP, INC.

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

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

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following individuals in the
capacities and on the dates indicated.
/s/ Mark F. Loehr
-------------------------------                   Chief Executive Officer and
Mark F. Loehr                                     Director                                June 13, 2001

/s/ Robert H. Lessin
-------------------------------                   Chairman
Robert H. Lessin                                  and Director                            June 13, 2001

/s/ Russell D. Crabs
-------------------------------                   Director                                June 13, 2001
Russell D. Crabs

/s/ Andrew D. Klein
-------------------------------                   Director                                June 13, 2001
Andrew D. Klein

-------------------------------                   Director                                June   , 2001
Christos M. Cotsakos
II-5
/s/ John H. N. Fisher
-------------------------------                   Director                                June 13, 2001
John H. N. Fisher

-------------------------------                   Director                                June   , 2001
William E. Ford

/s/ Edward H. Fleischman
-------------------------------                   Director                                June 13, 2001
Edward H. Fleischman

/s/ Joseph R. Hardiman
-------------------------------                   Director                                June 13, 2001
Joseph R. Hardiman

-------------------------------                   Director                                June   , 2001
Gilbert C. Maurer

/s/ Curtis L. Snyder
-------------------------------                   Chief Financial Officer                 June 13, 2001
Curtis L. Snyder
II-6
EXHIBIT INDEX

      Exhibit             Description
      -------             -----------

      5.1         Opinion of Morgan, Lewis & Bockius LLP.

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

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

      23.3        Consent of Arthur Andersen LLP with regard to the financial
                  statements of E*OFFERING Corp.

      23.4        Consent of Deloitte & Touche LLP with regard to the
                  financial statements of E*OFFERING Corp.

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

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

                                      II-7