<PAGE>

  As filed with the Securities and Exchange Commission on January 12, 2001

                                                       REGISTRATION NO. 333 -
================================================================================

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                            CYBERIAN OUTPOST, INC.
            (Exact name of registrant as specified in its charter)

           Delaware                                      06-1419111
      (State or other jurisdiction                        (I.R.S. Employer of
    of incorporation or organization)                    Identification No.)

                      23 North Main Street - P.O. Box 636
                            Kent, Connecticut 06757
              (Address of Principal Executive Offices) (Zip Code)

    CYBERIAN OUTPOST, INC. 1998 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
                           (Full title of the plan)

                               KATHERINE N. VICK
                                   President
                            Cyberian Outpost, Inc.
                      23 North Main Street - P.O. Box 636
                            Kent, Connecticut 06757
                    (Name and address of agent for service)

                                (860)-927-2050
          (Telephone number, including area code, of agent for service)

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

                        Calculation of Registration Fee

<TABLE>
<CAPTION>
============================================================================================================
                                                      Proposed           Proposed
    Title of                      Amount to be        maximum             Maximum          Amount of
securities to be                 registered(1)     offering price        Aggregate      registration fee
   registered                                       per share(2)     Offering price(2)
------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>               <C>                <C>
Common Stock, $.01 par value          674,194           $3.9478            $2,661,583       $ 666
                                      225,806           $1.1875            $  268,145       $  67
                                    ---------                                               ------
                                      900,000                                               $ 733
                                    =========
============================================================================================================
</TABLE>

(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of additional shares not
previously registered which may be sold upon the exercise of options which may
hereafter be granted under the Cyberian Outpost, Inc. 1998 Employee, Director
and Consultant Stock Plan (the "Plan") as approved at the Company's Annual
Meeting of Shareholders held on July 26, 2000. The maximum number of shares
which may be sold upon the exercise of such options granted under the Plan is
subject to adjustment in accordance with certain anti-dilution and other
provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminate
number of shares which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows: (i) in the case of shares of Common Stock which may be purchased
upon the exercise of outstanding options, the fee is calculated on the basis of
the price at which the options may be exercised; and (ii) in the case of shares
of Common Stock for which options have not yet been granted and the option price
of which is therefore unknown the fee is calculated on the basis of the average
of the high and low sale prices per share of the Common Stock on the National
Market System of the National Association of Securities Dealers Automated
Quotation System (NASDAQ) as of a date (January 8, 2001) within 5 business days
prior to filing this Registration Statement.

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

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

     As approved at the Company's Annual Meeting of Shareholders held on July
26, 2000, this Registration Statement on Form S-8 hereby registers 900,000
additional shares of Common Stock pursuant to the Plan. A Registration Statement
on Form S-8 (File No. 333-95899), registering 2,000,000 shares of Common Stock
under the Plan and a Registration Statement on Form S-8 (File No. 333-64403),
registering an aggregate of 4,969,500 shares of Common Stock under (i) the Plan,
(ii) the Cyberian Outpost, Inc. 1998 Incentive Stock Plan and (iii) the Cyberian
Outpost, Inc. 1997 Incentive Stock Plan were filed with the Securities and
Exchange Commission on February 1, 2000 and September 28, 1998, respectively. In
accordance with the instructional Note to Part I of Form S-8 as promulgated by
the Securities and Exchange Commission, the information specified by Part I of
Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plan.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
         February 29, 2000.

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended May
         31, 2000.

     (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
         August 31, 2000.

     (d) The Company's Quarterly Report on Form 10-Q for the quarter ended
         November 30, 2000.

     (e) The Company's Current Report on Form 8-K filed on March 8, 2000.

     (f) The Company's Current Report on Form 8-K filed September 21, 2000.

     (g) The Company's Current Report on Form 8-K filed November 17, 2000.

     (h) The Company's Amended Current Report on Form 8-K/A filed on November
         27, 2000.

     (i) The description of the Common Stock contained in the Company's
         Registration Statement on Form 8-A, File No.000-24659 filed under the
         Securities Exchange Act of 1934, including any amendment or report
         filed for the purpose of updating such description.

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

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

     Not applicable.

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

     The validity of the issuance of the shares of Common Stock registered under
this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts.  Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. and certain members of their families and trusts
for their benefit own an aggregate of approximately 6,300 shares of Common
Stock of the Company.

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

     Incorporated herein by reference from the Company's Registration Statement
on Form S-1, File No. 333-55819.

                                     II-1
<PAGE>

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

         Not applicable.

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

         (4.1)  Form of Common Stock Certificate (Filed as Exhibit 4.1 to the
                Registrant's Registration Statement on Form S-1, as amended,
                File No. 333-55819, and incorporated herein by reference).

         (4.2)  Restated Certificate of Incorporation of the Registrant (Filed
                as Exhibit 4.2 to the Registrant's Registration Statement on
                Form S-8, File No. 333-64403, and incorporated herein by
                reference).

         (4.3)  Restated Bylaws of the Registrant (Filed as Exhibit 3.1 to the
                Registrant's Quarterly Report on Form 10-Q for the quarter ended
                November 30, 1999, File No. 000-24659, and incorporated herein
                by reference).

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

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

         (23.2) Consent of KPMG LLP.

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

         (99)   1998 Employee, Director and Consultant Stock Plan, as amended
                and restated through July 26, 2000.

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

(a)      The undersigned Registrant hereby undertakes:

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

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

                 (ii)  To reflect in the prospectus any facts or events
             arising after the effective date of the Registration Statement
             (or the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represents a fundamental change
             in the information set forth in the Registration Statement.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Commission pursuant to Rule 424(b) if, in the aggregate,
             the changes in volume and price represent no more than a 20% change
             in the maximum aggregate offering price set forth in the
             "Calculation of Registration Fee" table in the effective
             Registration Statement.

                                     II-2
<PAGE>

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

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

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

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                     II-3
<PAGE>

                                  SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kent, Connecticut on this 11th day of January
2001.

                                    CYBERIAN OUTPOST, INC.



                                    By  /s/ Katherine N. Vick
                                       ---------------------------------------
                                       Katherine N. Vick
                                       President and Chief Executive Officer

     Each person whose signature appears below constitutes and appoints
Katherine N. Vick his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for her and in her name, place and
stead, and in any and all capacities, to sign any and all amendments (including
post- effective amendments) to this Registration Statement on Form S-8 of
Cyberian Outpost, Inc., and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in or about the premises, as full to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

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

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


  /s/ Katherine N. Vick       President, Chief Executive        January 11, 2001
----------------------------
Katherine N. Vick             Officer and Director
                              (principal executive officer)

  /s/ Paul Williams           Chief Financial Officer           January 11, 2001
----------------------------
                              (principal financial and
Paul Williams                 accounting officer)


  /s/ Darryl Peck             Chairman of the Board             January 11, 2001
----------------------------
Darryl Peck

  /s/ Robert A. Bowman        Director                          January 11, 2001
----------------------------
Robert A. Bowman

  /s/ William H. Lane III     Director                          January 11, 2001
----------------------------
William H. Lane III

  /s/ Michael Murray          Director                          January 11, 2001
----------------------------
Michael Murray

                                     II-4
<PAGE>

  /s/ James E. Preston        Director                          January 11, 2001
----------------------------
James E. Preston

  /s/ Donald Riegle           Director                          January 11, 2001
----------------------------
Donald Riegle

                                     II-5
<PAGE>

                            CYBERIAN OUTPOST, INC.

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

     (4.1)  Form of Common Stock Certificate (Filed as Exhibit 4.1 to the
            Registrant's Registration Statement on Form S-1, as amended, File
            No. 333-55819, and incorporated herein by reference).

     (4.2)  Restated Certificate of Incorporation of the Registrant (Filed as
            Exhibit 4.2 to the Registrant's Registration Statement on Form S-8,
            File No. 333-64403, and incorporated herein by reference).

     (4.3)  Restated Bylaws of the Registrant (Filed as Exhibit 3.1 to the
            Registrant's Quarterly Report on Form 10-Q for the quarter ended
            November 30, 1999, File No. 000-24659, and incorporated herein by
            reference).

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

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

     (23.2) Consent of KPMG LLP.

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

     (99)   1998 Employee, Director and Consultant Stock Plan, as amended and
            restated through July 26, 2000.

                                     II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19561}]
{"company-data": {"conformed-name": "CYBERIAN OUTPOST INC", "cik": "0001041712", "assigned-sic": "5734", "irs-number": "061419111", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53636", "film-number": "1507906"}, "business-address": {"street1": "23 NORTH STREET", "street2": "P O BOX 636", "city": "KENT", "state": "CT", "zip": "06757", "phone": "8609272050"}, "mail-address": {"street1": "27 NORTH MAIN ST", "street2": "P O BOX 636", "city": "KENT", "state": "CT", "zip": "06757"}}
As filed with the Securities and Exchange Commission on January 12, 2001

                                                       REGISTRATION NO. 333 -
================================================================================

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                            CYBERIAN OUTPOST, INC.
            (Exact name of registrant as specified in its charter)

           Delaware                                      06-1419111
      (State or other jurisdiction                        (I.R.S. Employer of
    of incorporation or organization)                    Identification No.)

                      23 North Main Street - P.O. Box 636
                            Kent, Connecticut 06757
              (Address of Principal Executive Offices) (Zip Code)

    CYBERIAN OUTPOST, INC. 1998 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
                           (Full title of the plan)

                               KATHERINE N. VICK
                                   President
                            Cyberian Outpost, Inc.
                      23 North Main Street - P.O. Box 636
                            Kent, Connecticut 06757
                    (Name and address of agent for service)

                                (860)-927-2050
          (Telephone number, including area code, of agent for service)

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

                        Calculation of Registration Fee
============================================================================================================
                                                      Proposed           Proposed
    Title of                      Amount to be        maximum             Maximum          Amount of
securities to be                 registered(1)     offering price        Aggregate      registration fee
   registered                                       per share(2)     Offering price(2)
------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value          674,194           $3.9478            $2,661,583       $ 666
                                      225,806           $1.1875            $  268,145       $  67
                                    ---------                                               ------
                                      900,000                                               $ 733
                                    =========
============================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of additional shares not
previously registered which may be sold upon the exercise of options which may
hereafter be granted under the Cyberian Outpost, Inc. 1998 Employee, Director
and Consultant Stock Plan (the "Plan") as approved at the Company's Annual
Meeting of Shareholders held on July 26, 2000. The maximum number of shares
which may be sold upon the exercise of such options granted under the Plan is
subject to adjustment in accordance with certain anti-dilution and other
provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminate
number of shares which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows: (i) in the case of shares of Common Stock which may be purchased
upon the exercise of outstanding options, the fee is calculated on the basis of
the price at which the options may be exercised; and (ii) in the case of shares
of Common Stock for which options have not yet been granted and the option price
of which is therefore unknown the fee is calculated on the basis of the average
of the high and low sale prices per share of the Common Stock on the National
Market System of the National Association of Securities Dealers Automated
Quotation System (NASDAQ) as of a date (January 8, 2001) within 5 business days
prior to filing this Registration Statement.

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

     As approved at the Company's Annual Meeting of Shareholders held on July
26, 2000, this Registration Statement on Form S-8 hereby registers 900,000
additional shares of Common Stock pursuant to the Plan. A Registration Statement
on Form S-8 (File No. 333-95899), registering 2,000,000 shares of Common Stock
under the Plan and a Registration Statement on Form S-8 (File No. 333-64403),
registering an aggregate of 4,969,500 shares of Common Stock under (i) the Plan,
(ii) the Cyberian Outpost, Inc. 1998 Incentive Stock Plan and (iii) the Cyberian
Outpost, Inc. 1997 Incentive Stock Plan were filed with the Securities and
Exchange Commission on February 1, 2000 and September 28, 1998, respectively. In
accordance with the instructional Note to Part I of Form S-8 as promulgated by
the Securities and Exchange Commission, the information specified by Part I of
Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plan.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
         February 29, 2000.

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended May
         31, 2000.

     (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
         August 31, 2000.

     (d) The Company's Quarterly Report on Form 10-Q for the quarter ended
         November 30, 2000.

     (e) The Company's Current Report on Form 8-K filed on March 8, 2000.

     (f) The Company's Current Report on Form 8-K filed September 21, 2000.

     (g) The Company's Current Report on Form 8-K filed November 17, 2000.

     (h) The Company's Amended Current Report on Form 8-K/A filed on November
         27, 2000.

     (i) The description of the Common Stock contained in the Company's
         Registration Statement on Form 8-A, File No.000-24659 filed under the
         Securities Exchange Act of 1934, including any amendment or report
         filed for the purpose of updating such description.

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

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

     Not applicable.

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

     The validity of the issuance of the shares of Common Stock registered under
this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts.  Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. and certain members of their families and trusts
for their benefit own an aggregate of approximately 6,300 shares of Common
Stock of the Company.

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

     Incorporated herein by reference from the Company's Registration Statement
on Form S-1, File No. 333-55819.

                                     II-1
Item 7.  Exemption from Registration Claimed.
--------------------------------------------

         Not applicable.

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

         (4.1)  Form of Common Stock Certificate (Filed as Exhibit 4.1 to the
                Registrant's Registration Statement on Form S-1, as amended,
                File No. 333-55819, and incorporated herein by reference).

         (4.2)  Restated Certificate of Incorporation of the Registrant (Filed
                as Exhibit 4.2 to the Registrant's Registration Statement on
                Form S-8, File No. 333-64403, and incorporated herein by
                reference).

         (4.3)  Restated Bylaws of the Registrant (Filed as Exhibit 3.1 to the
                Registrant's Quarterly Report on Form 10-Q for the quarter ended
                November 30, 1999, File No. 000-24659, and incorporated herein
                by reference).

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

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

         (23.2) Consent of KPMG LLP.

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

         (99)   1998 Employee, Director and Consultant Stock Plan, as amended
                and restated through July 26, 2000.

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

(a)      The undersigned Registrant hereby undertakes:

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

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

                 (ii)  To reflect in the prospectus any facts or events
             arising after the effective date of the Registration Statement
             (or the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represents a fundamental change
             in the information set forth in the Registration Statement.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Commission pursuant to Rule 424(b) if, in the aggregate,
             the changes in volume and price represent no more than a 20% change
             in the maximum aggregate offering price set forth in the
             "Calculation of Registration Fee" table in the effective
             Registration Statement.

                                     II-2
(iii) To include any material information with respect to
                the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such
                information in the Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

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

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

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                     II-3
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kent, Connecticut on this 11th day of January
2001.

                                    CYBERIAN OUTPOST, INC.

                                    By  /s/ Katherine N. Vick
                                       ---------------------------------------
                                       Katherine N. Vick
                                       President and Chief Executive Officer

     Each person whose signature appears below constitutes and appoints
Katherine N. Vick his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for her and in her name, place and
stead, and in any and all capacities, to sign any and all amendments (including
post- effective amendments) to this Registration Statement on Form S-8 of
Cyberian Outpost, Inc., and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in or about the premises, as full to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

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

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

  /s/ Katherine N. Vick       President, Chief Executive        January 11, 2001
----------------------------
Katherine N. Vick             Officer and Director
                              (principal executive officer)

  /s/ Paul Williams           Chief Financial Officer           January 11, 2001
----------------------------
                              (principal financial and
Paul Williams                 accounting officer)

  /s/ Darryl Peck             Chairman of the Board             January 11, 2001
----------------------------
Darryl Peck

  /s/ Robert A. Bowman        Director                          January 11, 2001
----------------------------
Robert A. Bowman

  /s/ William H. Lane III     Director                          January 11, 2001
----------------------------
William H. Lane III

  /s/ Michael Murray          Director                          January 11, 2001
----------------------------
Michael Murray

                                     II-4
/s/ James E. Preston        Director                          January 11, 2001
----------------------------
James E. Preston

  /s/ Donald Riegle           Director                          January 11, 2001
----------------------------
Donald Riegle

                                     II-5
CYBERIAN OUTPOST, INC.

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

     (4.1)  Form of Common Stock Certificate (Filed as Exhibit 4.1 to the
            Registrant's Registration Statement on Form S-1, as amended, File
            No. 333-55819, and incorporated herein by reference).

     (4.2)  Restated Certificate of Incorporation of the Registrant (Filed as
            Exhibit 4.2 to the Registrant's Registration Statement on Form S-8,
            File No. 333-64403, and incorporated herein by reference).

     (4.3)  Restated Bylaws of the Registrant (Filed as Exhibit 3.1 to the
            Registrant's Quarterly Report on Form 10-Q for the quarter ended
            November 30, 1999, File No. 000-24659, and incorporated herein by
            reference).

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

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

     (23.2) Consent of KPMG LLP.

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

     (99)   1998 Employee, Director and Consultant Stock Plan, as amended and
            restated through July 26, 2000.

                                     II-6