<PAGE>

    As filed with the Securities and Exchange Commission on November 29, 1999
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

   DELAWARE                                                 04-3457219
   (State or other juris-                                   (I.R.S. Employer
   diction of incorporation                                 Identification
   or organization)                                         Number)

                   900 CHELMSFORD STREET, TOWER 1, FIFTH FLOOR
                           LOWELL, MASSACHUSETTS 01851
        (Address of registrant's Principal Executive Offices) (Zip Code)

                      ZIPLINK, INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                                 HENRY M. ZACHS
                     CO-CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                  ZIPLINK, INC.
                   900 CHELMSFORD STREET, TOWER 1, FIFTH FLOOR
                           LOWELL, MASSACHUSETTS 01851
                     (Name and address of agent for service)

                                 (978) 551-8100
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              MARA H. ROGERS, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
----------------------------- ---------------------- --------------------- ---------------------------- ------------------
      TITLE OF SECURITIES                              PROPOSED MAXIMUM     PROPOSED MAXIMUM AGGREGATE       AMOUNT OF
       TO BE REGISTERED           AMOUNT TO BE        OFFERING PRICE PER       OFFERING PRICE (2)        REGISTRATION FEE
                                  REGISTERED(1)           SHARE (2)
============================= ====================== ===================== ============================ ==================
<S>                             <C>                        <C>                   <C>                        <C>
COMMON STOCK $.01 PAR VALUE
PER SHARE                       1,500,000 SHARES           $10.625               $14,668,312.43             $4,077.79
============================= ====================== ===================== ============================ ==================

</TABLE>

(1)    THIS REGISTRATION STATEMENT ALSO COVERS SUCH INDETERMINATE NUMBER OF
       ADDITIONAL SHARES OF COMMON STOCK AS IS NECESSARY TO ELIMINATE ANY
       DILUTIVE EFFECT OF ANY FUTURE STOCK DIVIDEND, STOCK SPLIT,
       RECAPITALIZATION OR SIMILAR TRANSACTION.

(2)    ESTIMATED IN ACCORDANCE WITH RULE 457(h)(1) UNDER THE SECURITIES ACT OF
       1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION
       FEE. THE PROPOSED MAXIMUM OFFERING PRICE WAS DETERMINED BY MULTIPLYING
       843,314, THE NUMBER OF SHARES REGISTERED BY THIS REGISTRATION STATEMENT
       AS TO WHICH OPTIONS HAVE BEEN GRANTED UNDER THE ZIPLINK, INC. 1999 STOCK
       OPTION PLAN, BY $9.12, THE WEIGHTED AVERAGE EXERCISE PRICE OF SUCH
       OPTIONS, AND ADDING TO SUCH SUM THE PRODUCT RESULTING FROM MULTIPLYING
       656,686, THE NUMBER OF SHARES REGISTERED BY THIS REGISTRATION STATEMENT
       AS TO WHICH OPTIONS MAY BE GRANTED UNDER THE ZIPLINK, INC. 1999 STOCK
       OPTION PLAN, BY $10.625, THE AVERAGE OF THE HIGH AND LOW PRICES OF THE
       COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON NOVEMBER 23,
       1999.


<PAGE>


                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information called for in Part I of Form
S-8 will be sent or given to individuals who participate in the ZipLink, Inc.
1999 Stock Option Plan as specified in Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
or included in this Registration Statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by ZipLink, Inc. (the "Registrant") with
the Commission are incorporated by reference in this Registration Statement:

(a) The Registrant's prospectus dated May 26, 1999 filed pursuant to Rule 424(b)
of the Securities Act, which contains audited financial statements for the
fiscal year ended December 31, 1998;
(b)
(c) (b) The description of the Registrant's Common Stock contained in Item 1 of
the Registrant's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on
May 20, 1999, including any amendment or report filed for the purpose of
updating such description; and
(d)
    (c) Quarterly Report on Form 10-Q for the quarters ended June 30, 1999 and
September 30, 1999.

         In addition to the foregoing, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any 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.


<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware General Corporation Law
         (the "DGCL") permits indemnification of directors and officers of a
         corporation under certain circumstances and subject to certain
         limitations. Article VIIA of the Registrant's Amended Certificate of
         Incorporation of the Registrant provides that the Registrant shall
         indemnify its directors and officers to the fullest extent permitted by
         the DGCL, including those circumstances in which indemnification would
         otherwise be discretionary, and shall advance expenses to its officers
         and directors as incurred in connection with proceedings against them
         for which they may be indemnified. In addition, the Registrant has
         entered into Indemnity Agreements with its directors and officers
         providing for the maximum indemnification allowed by Section 145 of the
         DGCL.

                  The Registrant maintains directors and officers liability
         insurance for the benefit of its directors and certain of its officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.


ITEM 8.  EXHIBITS

       4.1    Specimen  Certificate for shares of the  Registrant's Common
                       Stock (filed as Exhibit 4.1 to the Registrant's
                       Registration Statement on Form S-1 (File No. 333-74273)
                       and incorporated herein by reference).

       4.2    Amended and Restated Certificate of Incorporation of ZipLink,
                       Inc. (filed as Exhibit 3.1 to the Registrant's
                       Registration Statement on Form S-1 (File No. 333-74273)
                       and incorporated herein by reference).

       4.3    Amended and Restated Bylaws of ZipLink, Inc. (filed as Exhibit 3.2
                       to the Registrant's Registration Statement on Form S-1
                       (File No. 333-74273) and incorporated herein by
                       reference).

       4.4    ZipLink, Inc. 1999 Stock Option Plan (filed as Exhibit 10.10 to
                       the Registrant's Registration Statement on Form S-1 (File
                       No. 333-74273) and incorporated herein by reference).

       4.5    Form of ZipLink, Inc. 1999 Stock Option Plan Stock Option
                       Agreement

       5.1    Opinion of Fulbright & Jaworski L.L.P.


<PAGE>

      23.1    Consent of Arthur Andersen LLP

      23.2    Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)

      24.1    Power of Attorney (included in signature page)


ITEM 9.  UNDERTAKINGS


     (a) The undersigned Registrant hereby undertakes:

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

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

                  (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,
                         represent 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 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 percent change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in the
                         effective registration statement;

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

          provided,however, that clauses 1(i) and 1(ii) shall not apply if the
              information required to be included in a post-effective amendment
              by those clauses is contained in periodic reports filed by the
              Registrant pursuant to Section 13 or Section 15(d) of the Exchange
              Act that are incorporated by reference into this Registration
              Statement;


<PAGE>

         (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.

         (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 Commission such indemnification is against
              public policy as expressed in the Securities Act and is,
              therefore, unenforceable. In the event 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 of the registrant 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.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut on November 29,
1999.

                                     ZIPLINK, INC.


                                     By:  /s/ Henry M. Zachs
                                         -----------------------------
                                         Henry M. Zachs
                                         Co-Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Henry M. Zachs and Gary P. Strickland, or
either of them, 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 on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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


<TABLE>
<CAPTION>

         SIGNATURE             TITLE                                                     DATE

<S>                            <C>                                                 <C>
       /s/Henry M. Zachs       Chief Executive Officer and Co-Chairman of          November 29, 1999
------------------------
     Henry M. Zachs            the Board (Principal Executive Officer)


   /s/Gary P. Strickland       Chief Financial Officer (Principal                  November 29, 1999
------------------------
     Gary P. Strickland        Financial and Accounting Officer)


        /s/Eric M. Zachs       Co-Chairman of the Board                            November 29, 1999
------------------------
   Eric M. Zachs

</TABLE>


<PAGE>

<TABLE>



<S>                                   <C>                                       <C>
     /s/Christopher W. Jenkins        President and Director                    November 29, 1999
------------------------------
   Christopher W. Jenkins


          /s/Russel S. Bernard        Director                                  November 29, 1999
------------------------------
      Russel S. Bernard


              /s/Jai P. Bhagat        Director                                  November 29, 1999
------------------------------
        Jai P. Bhagat


           /s/Wayne A. Martino        Director                                  November 29, 1999
------------------------------
       Wayne A. Martino


          /s/Alan M. Mendelson        Director                                  November 29, 1999
------------------------------
             Alan M. Mendelson

</TABLE>



<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION OF EXHIBIT


4.1             Specimen Certificate for shares of the Registrant's Common Stock
                          (filed as Exhibit 4.1 to the Registrant's Registration
                          Statement on Form S-1 (File No. 333-74273) and
                          incorporated herein by reference).

4.2             Amended and Restated Certificate of Incorporation of ZipLink,
                          Inc. (filed as Exhibit 3.1 to the Registrant's
                          Registration Statement on Form S-1 (File No.
                          333-74273) and incorporated herein by reference).

4.3             Amended and Restated Bylaws of ZipLink, Inc. (filed as Exhibit
                          3.2 to the Registrant's Registration Statement on Form
                          S-1 (File No. 333-74273) and incorporated herein by
                          reference).

4.4             ZipLink, Inc. 1999 Stock Option Plan (filed as Exhibit 10.10 to
                          the Registrant's Registration Statement on Form S-1
                          (File No. 333-74273) and incorporated herein by
                          reference).

4.5             Form of ZipLink, Inc. 1999 Stock Option Plan Stock Option
                          Agreement

5.1             Opinion of Fulbright & Jaworski L.L.P.

23.1            Consent of Arthur Andersen LLP

23.2            Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)

24.1            Power of Attorney (included in signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19996}]
{"company-data": {"conformed-name": "ZIPLINK INC", "cik": "0001081393", "assigned-sic": "7389", "irs-number": "043457219", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91731", "film-number": "99765783"}, "business-address": {"street1": "900 CHELMSFORD", "street2": "TOWER ONE FIFTH FLOOR", "city": "LOWELL", "state": "MA", "zip": "01851", "phone": "9785518100"}, "mail-address": {"street1": "900 CHELMSFORD", "street2": "TOWER ONE FIFTH FLOOR", "city": "LOWELL", "state": "MA", "zip": "01851"}}
As filed with the Securities and Exchange Commission on November 29, 1999
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

   DELAWARE                                                 04-3457219
   (State or other juris-                                   (I.R.S. Employer
   diction of incorporation                                 Identification
   or organization)                                         Number)

                   900 CHELMSFORD STREET, TOWER 1, FIFTH FLOOR
                           LOWELL, MASSACHUSETTS 01851
        (Address of registrant's Principal Executive Offices) (Zip Code)

                      ZIPLINK, INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                                 HENRY M. ZACHS
                     CO-CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                  ZIPLINK, INC.
                   900 CHELMSFORD STREET, TOWER 1, FIFTH FLOOR
                           LOWELL, MASSACHUSETTS 01851
                     (Name and address of agent for service)

                                 (978) 551-8100
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              MARA H. ROGERS, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000
CALCULATION OF REGISTRATION FEE
----------------------------- ---------------------- --------------------- ---------------------------- ------------------
      TITLE OF SECURITIES                              PROPOSED MAXIMUM     PROPOSED MAXIMUM AGGREGATE       AMOUNT OF
       TO BE REGISTERED           AMOUNT TO BE        OFFERING PRICE PER       OFFERING PRICE (2)        REGISTRATION FEE
                                  REGISTERED(1)           SHARE (2)
============================= ====================== ===================== ============================ ==================
COMMON STOCK $.01 PAR VALUE
PER SHARE                       1,500,000 SHARES           $10.625               $14,668,312.43             $4,077.79
============================= ====================== ===================== ============================ ==================
(1)    THIS REGISTRATION STATEMENT ALSO COVERS SUCH INDETERMINATE NUMBER OF
       ADDITIONAL SHARES OF COMMON STOCK AS IS NECESSARY TO ELIMINATE ANY
       DILUTIVE EFFECT OF ANY FUTURE STOCK DIVIDEND, STOCK SPLIT,
       RECAPITALIZATION OR SIMILAR TRANSACTION.

(2)    ESTIMATED IN ACCORDANCE WITH RULE 457(h)(1) UNDER THE SECURITIES ACT OF
       1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION
       FEE. THE PROPOSED MAXIMUM OFFERING PRICE WAS DETERMINED BY MULTIPLYING
       843,314, THE NUMBER OF SHARES REGISTERED BY THIS REGISTRATION STATEMENT
       AS TO WHICH OPTIONS HAVE BEEN GRANTED UNDER THE ZIPLINK, INC. 1999 STOCK
       OPTION PLAN, BY $9.12, THE WEIGHTED AVERAGE EXERCISE PRICE OF SUCH
       OPTIONS, AND ADDING TO SUCH SUM THE PRODUCT RESULTING FROM MULTIPLYING
       656,686, THE NUMBER OF SHARES REGISTERED BY THIS REGISTRATION STATEMENT
       AS TO WHICH OPTIONS MAY BE GRANTED UNDER THE ZIPLINK, INC. 1999 STOCK
       OPTION PLAN, BY $10.625, THE AVERAGE OF THE HIGH AND LOW PRICES OF THE
       COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON NOVEMBER 23,
       1999.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information called for in Part I of Form
S-8 will be sent or given to individuals who participate in the ZipLink, Inc.
1999 Stock Option Plan as specified in Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
or included in this Registration Statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by ZipLink, Inc. (the "Registrant") with
the Commission are incorporated by reference in this Registration Statement:

(a) The Registrant's prospectus dated May 26, 1999 filed pursuant to Rule 424(b)
of the Securities Act, which contains audited financial statements for the
fiscal year ended December 31, 1998;
(b)
(c) (b) The description of the Registrant's Common Stock contained in Item 1 of
the Registrant's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on
May 20, 1999, including any amendment or report filed for the purpose of
updating such description; and
(d)
    (c) Quarterly Report on Form 10-Q for the quarters ended June 30, 1999 and
September 30, 1999.

         In addition to the foregoing, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware General Corporation Law
         (the "DGCL") permits indemnification of directors and officers of a
         corporation under certain circumstances and subject to certain
         limitations. Article VIIA of the Registrant's Amended Certificate of
         Incorporation of the Registrant provides that the Registrant shall
         indemnify its directors and officers to the fullest extent permitted by
         the DGCL, including those circumstances in which indemnification would
         otherwise be discretionary, and shall advance expenses to its officers
         and directors as incurred in connection with proceedings against them
         for which they may be indemnified. In addition, the Registrant has
         entered into Indemnity Agreements with its directors and officers
         providing for the maximum indemnification allowed by Section 145 of the
         DGCL.

                  The Registrant maintains directors and officers liability
         insurance for the benefit of its directors and certain of its officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.  EXHIBITS

       4.1    Specimen  Certificate for shares of the  Registrant's Common
                       Stock (filed as Exhibit 4.1 to the Registrant's
                       Registration Statement on Form S-1 (File No. 333-74273)
                       and incorporated herein by reference).

       4.2    Amended and Restated Certificate of Incorporation of ZipLink,
                       Inc. (filed as Exhibit 3.1 to the Registrant's
                       Registration Statement on Form S-1 (File No. 333-74273)
                       and incorporated herein by reference).

       4.3    Amended and Restated Bylaws of ZipLink, Inc. (filed as Exhibit 3.2
                       to the Registrant's Registration Statement on Form S-1
                       (File No. 333-74273) and incorporated herein by
                       reference).

       4.4    ZipLink, Inc. 1999 Stock Option Plan (filed as Exhibit 10.10 to
                       the Registrant's Registration Statement on Form S-1 (File
                       No. 333-74273) and incorporated herein by reference).

       4.5    Form of ZipLink, Inc. 1999 Stock Option Plan Stock Option
                       Agreement

       5.1    Opinion of Fulbright & Jaworski L.L.P.
23.1    Consent of Arthur Andersen LLP

      23.2    Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)

      24.1    Power of Attorney (included in signature page)

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

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

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

                  (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,
                         represent 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 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 percent change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in the
                         effective registration statement;

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

          provided,however, that clauses 1(i) and 1(ii) shall not apply if the
              information required to be included in a post-effective amendment
              by those clauses is contained in periodic reports filed by the
              Registrant pursuant to Section 13 or Section 15(d) of the Exchange
              Act that are incorporated by reference into 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.

         (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 Commission such indemnification is against
              public policy as expressed in the Securities Act and is,
              therefore, unenforceable. In the event 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 of the registrant 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.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut on November 29,
1999.

                                     ZIPLINK, INC.

                                     By:  /s/ Henry M. Zachs
                                         -----------------------------
                                         Henry M. Zachs
                                         Co-Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Henry M. Zachs and Gary P. Strickland, or
either of them, 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 on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE             TITLE                                                     DATE
/s/Henry M. Zachs       Chief Executive Officer and Co-Chairman of          November 29, 1999
------------------------
     Henry M. Zachs            the Board (Principal Executive Officer)

   /s/Gary P. Strickland       Chief Financial Officer (Principal                  November 29, 1999
------------------------
     Gary P. Strickland        Financial and Accounting Officer)

        /s/Eric M. Zachs       Co-Chairman of the Board                            November 29, 1999
------------------------
   Eric M. Zachs
/s/Christopher W. Jenkins        President and Director                    November 29, 1999
------------------------------
   Christopher W. Jenkins

          /s/Russel S. Bernard        Director                                  November 29, 1999
------------------------------
      Russel S. Bernard

              /s/Jai P. Bhagat        Director                                  November 29, 1999
------------------------------
        Jai P. Bhagat

           /s/Wayne A. Martino        Director                                  November 29, 1999
------------------------------
       Wayne A. Martino

          /s/Alan M. Mendelson        Director                                  November 29, 1999
------------------------------
             Alan M. Mendelson
EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION OF EXHIBIT

4.1             Specimen Certificate for shares of the Registrant's Common Stock
                          (filed as Exhibit 4.1 to the Registrant's Registration
                          Statement on Form S-1 (File No. 333-74273) and
                          incorporated herein by reference).

4.2             Amended and Restated Certificate of Incorporation of ZipLink,
                          Inc. (filed as Exhibit 3.1 to the Registrant's
                          Registration Statement on Form S-1 (File No.
                          333-74273) and incorporated herein by reference).

4.3             Amended and Restated Bylaws of ZipLink, Inc. (filed as Exhibit
                          3.2 to the Registrant's Registration Statement on Form
                          S-1 (File No. 333-74273) and incorporated herein by
                          reference).

4.4             ZipLink, Inc. 1999 Stock Option Plan (filed as Exhibit 10.10 to
                          the Registrant's Registration Statement on Form S-1
                          (File No. 333-74273) and incorporated herein by
                          reference).

4.5             Form of ZipLink, Inc. 1999 Stock Option Plan Stock Option
                          Agreement

5.1             Opinion of Fulbright & Jaworski L.L.P.

23.1            Consent of Arthur Andersen LLP

23.2            Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)

24.1            Power of Attorney (included in signature page)