<PAGE>


As filed with the Securities and Exchange Commission on December 15, 2000.
                                                      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)
                                 --------------

                        E*OFFERING 1998 STOCK OPTION PLAN
                E*OFFERING 2000 STOCK OPTION/STOCK ISSUANCE PLAN
                           (Full titles of the plans)

                                  -------------
                                ROBERT H. LESSIN
                             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
                 TITLE OF SECURITIES TO                  NUMBER OF SHARES TO       MAXIMUM              MAXIMUM         AMOUNT OF
                   BE REGISTERED (1)                              BE            OFFERING PRICE     AGGREGATE OFFERING REGISTRATION
                                                            REGISTERED (2)      PER SHARE (3)            PRICE             FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                   <C>           <C>                 <C>
Common Stock, par value $0.01 per share, subject to
options granted under the E*OFFERING 1998 Stock Option
Plan or the E*OFFERING 2000 Stock Option/Stock Issuance               775,371             $0.60          $465,222.60       $122.82
Plan or issued upon exercise of options granted under
those plans

                                                                      863,483             $1.20        $1,036,179.60       $273.56





Common Stock Total                                                  1,638,854                           $1,501,402.20       $396.38
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>




(1)      The securities to be registered include the associated rights to
         purchase preferred stock.
(2)      Pursuant to Rule 416(a), the number of shares being registered shall
         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 E*OFFERING 1998 Stock Option Plan or the E*OFFERING 2000 Stock
         Option/Stock Issuance Plan.
(3)      Calculated pursuant to Rule 457(h) for the purpose of calculating the
         registration fee, based upon the price at which outstanding options may
         be exercised.


                                       2
<PAGE>

                                EXPLANATORY NOTE


          Pursuant to the merger agreement, as amended, by and among Wit
SoundView Group, Inc., Wit SoundView Corporation and E*OFFERING Corp.,
E*OFFERING Corp. merged with and into Wit SoundView Corporation. Under the
merger agreement, each outstanding option to purchase shares of E*OFFERING
common stock granted under E*OFFERING's 1998 Stock Option Plan and 2000 Stock
Option/Stock Issuance Plan was converted into options to purchase shares of
Wit SoundView Group, Inc.'s common stock at an exchange ratio set forth in
the merger agreement. This registration statement registers shares of Wit
SoundView Group, Inc. now subject to outstanding options granted under
E*OFFERING's 1998 Stock Option Plan and 2000 Stock Option/Stock Issuance Plan.

                                       3
<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.


                                      -I-1-
<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 quarterly report on Form 10-Q for the period ended
                  September 30, 2000 filed with the SEC on November 14, 2000;

         (b)      Our periodic report on Form 8-K filed with the SEC on
                  October 31, 2000;

         (c)      Post Effective Amendment No. 1 to our registration statement
                  on Form S-4 (File Number 333-42062) filed with the SEC on
                  October 6, 2000;

         (d)      Our periodic report on Form 8-K filed with the SEC on
                  September 28, 2000;

         (e)      Our quarterly report on Form 10-Q for the period ended June
                  30, 2000 filed with the SEC on August 14, 2000;

         (f)      Amendment No. 1 to our registration statement on Form S-4
                  (File Number 333-42062) filed with the SEC on August 7, 2000;

         (g)      Our periodic report on Form 8-K filed with the SEC on May 26,
                  2000;

         (h)      Our quarterly report on Form 10-Q for the period ended March
                  31, 2000 filed with the SEC on May 12, 2000;

         (i)      Our definitive proxy statement on Schedule 14A filed with the
                  SEC on May 2, 2000;

         (j)      Our annual report on Form 10-K for the year ended December 31,
                  1999 (File Number 000-26225) filed with the SEC on March 30,
                  2000; and

         (k)      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.


                                     -II-1-
<PAGE>

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 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


                                     -II-2-
<PAGE>

indemnification otherwise available under law or under the Amended and Restated
Certificate of Incorporation.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

Item 8.   EXHIBITS.

          EXHIBIT   DESCRIPTION

          5.1       Opinion of Morgan, Lewis & Bockius LLP.

          23.1      Consent of Arthur Andersen LLP.

          23.2      Consent of Deloitte & Touche LLP

          23.3      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.


                                     -II-3-
<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 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 December 15, 2000.

                              WIT SOUNDVIEW GROUP, INC.


                              By: /S/ ROBERT H. LESSIN
                                  -------------------------------------
                              Robert H. Lessin
                              Chairman of the Board and Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Robert H. Lessin and Russell D. Crabs, and each 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 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>
<CAPTION>

<S>                                               <C>                                   <C>

/s/  ROBERT H. LESSIN                             Chief Executive Officer               December 15, 2000
-------------------------------------             and Director
Robert H. Lessin


/s/  RUSSELL D. CRABS                             Director                              December 15, 2000
-------------------------------------
Russell D. Crabs


                                                  Director
----------------------------------
Christos M. Cotsakos


/s/  WILLIAM E. FORD                              Director                              December 15, 2000
--------------------------------------
William E. Ford


/s/  ANDREW D. KLEIN                              Director                              December 15, 2000
-------------------------------------
Andrew D. Klein


/s/  JOHN H. N. FISHER                            Director                              December 15, 2000
-------------------------------------
John H. N. Fisher
</TABLE>

                                     -II-5-
<PAGE>

<TABLE>
<CAPTION>

<S>                                               <C>                                   <C>

/s/  EDWARD H. FLEISCHMAN                         Director                              December 15, 2000
--------------------------
Edward H. Fleischman


/s/  STEVEN M. GLUCKSTERN                         Director                              December 15, 2000
-----------------------------
Steven M. Gluckstern


                                                  Director
----------------------------
Joseph R. Hardiman


/s/  MARK F. LOEHR                                Director                              December 15, 2000
--------------------------------
Mark F. Loehr



                                                  Director
--------------------------------
Gilbert C. Maurer


/s/  CURTIS L. SNYDER                             Chief Financial Officer               December 15, 2000
---------------------------------
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.

         23.2          Consent of Deloitte & Touche LLP

         23.3          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": "a2030376zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22040}]
{"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": "333-51972", "film-number": "790539"}, "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 December 15, 2000.
                                                      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)
                                 --------------

                        E*OFFERING 1998 STOCK OPTION PLAN
                E*OFFERING 2000 STOCK OPTION/STOCK ISSUANCE PLAN
                           (Full titles of the plans)

                                  -------------
                                ROBERT H. LESSIN
                             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
                 TITLE OF SECURITIES TO                  NUMBER OF SHARES TO       MAXIMUM              MAXIMUM         AMOUNT OF
                   BE REGISTERED (1)                              BE            OFFERING PRICE     AGGREGATE OFFERING REGISTRATION
                                                            REGISTERED (2)      PER SHARE (3)            PRICE             FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share, subject to
options granted under the E*OFFERING 1998 Stock Option
Plan or the E*OFFERING 2000 Stock Option/Stock Issuance               775,371             $0.60          $465,222.60       $122.82
Plan or issued upon exercise of options granted under
those plans

                                                                      863,483             $1.20        $1,036,179.60       $273.56

Common Stock Total                                                  1,638,854                           $1,501,402.20       $396.38
------------------------------------------------------------------------------------------------------------------------------------
(1)      The securities to be registered include the associated rights to
         purchase preferred stock.
(2)      Pursuant to Rule 416(a), the number of shares being registered shall
         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 E*OFFERING 1998 Stock Option Plan or the E*OFFERING 2000 Stock
         Option/Stock Issuance Plan.
(3)      Calculated pursuant to Rule 457(h) for the purpose of calculating the
         registration fee, based upon the price at which outstanding options may
         be exercised.

                                       2
EXPLANATORY NOTE

          Pursuant to the merger agreement, as amended, by and among Wit
SoundView Group, Inc., Wit SoundView Corporation and E*OFFERING Corp.,
E*OFFERING Corp. merged with and into Wit SoundView Corporation. Under the
merger agreement, each outstanding option to purchase shares of E*OFFERING
common stock granted under E*OFFERING's 1998 Stock Option Plan and 2000 Stock
Option/Stock Issuance Plan was converted into options to purchase shares of
Wit SoundView Group, Inc.'s common stock at an exchange ratio set forth in
the merger agreement. This registration statement registers shares of Wit
SoundView Group, Inc. now subject to outstanding options granted under
E*OFFERING's 1998 Stock Option Plan and 2000 Stock Option/Stock Issuance Plan.

                                       3
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.

                                      -I-1-
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 quarterly report on Form 10-Q for the period ended
                  September 30, 2000 filed with the SEC on November 14, 2000;

         (b)      Our periodic report on Form 8-K filed with the SEC on
                  October 31, 2000;

         (c)      Post Effective Amendment No. 1 to our registration statement
                  on Form S-4 (File Number 333-42062) filed with the SEC on
                  October 6, 2000;

         (d)      Our periodic report on Form 8-K filed with the SEC on
                  September 28, 2000;

         (e)      Our quarterly report on Form 10-Q for the period ended June
                  30, 2000 filed with the SEC on August 14, 2000;

         (f)      Amendment No. 1 to our registration statement on Form S-4
                  (File Number 333-42062) filed with the SEC on August 7, 2000;

         (g)      Our periodic report on Form 8-K filed with the SEC on May 26,
                  2000;

         (h)      Our quarterly report on Form 10-Q for the period ended March
                  31, 2000 filed with the SEC on May 12, 2000;

         (i)      Our definitive proxy statement on Schedule 14A filed with the
                  SEC on May 2, 2000;

         (j)      Our annual report on Form 10-K for the year ended December 31,
                  1999 (File Number 000-26225) filed with the SEC on March 30,
                  2000; and

         (k)      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.

                                     -II-1-
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 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

                                     -II-2-
indemnification otherwise available under law or under the Amended and Restated
Certificate of Incorporation.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

Item 8.   EXHIBITS.

          EXHIBIT   DESCRIPTION

          5.1       Opinion of Morgan, Lewis & Bockius LLP.

          23.1      Consent of Arthur Andersen LLP.

          23.2      Consent of Deloitte & Touche LLP

          23.3      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.

                                     -II-3-
(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 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 December 15, 2000.

                              WIT SOUNDVIEW GROUP, INC.

                              By: /S/ ROBERT H. LESSIN
                                  -------------------------------------
                              Robert H. Lessin
                              Chairman of the Board and Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Robert H. Lessin and Russell D. Crabs, and each 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 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/  ROBERT H. LESSIN                             Chief Executive Officer               December 15, 2000
-------------------------------------             and Director
Robert H. Lessin

/s/  RUSSELL D. CRABS                             Director                              December 15, 2000
-------------------------------------
Russell D. Crabs

                                                  Director
----------------------------------
Christos M. Cotsakos

/s/  WILLIAM E. FORD                              Director                              December 15, 2000
--------------------------------------
William E. Ford

/s/  ANDREW D. KLEIN                              Director                              December 15, 2000
-------------------------------------
Andrew D. Klein

/s/  JOHN H. N. FISHER                            Director                              December 15, 2000
-------------------------------------
John H. N. Fisher
-II-5-
/s/  EDWARD H. FLEISCHMAN                         Director                              December 15, 2000
--------------------------
Edward H. Fleischman

/s/  STEVEN M. GLUCKSTERN                         Director                              December 15, 2000
-----------------------------
Steven M. Gluckstern

                                                  Director
----------------------------
Joseph R. Hardiman

/s/  MARK F. LOEHR                                Director                              December 15, 2000
--------------------------------
Mark F. Loehr

                                                  Director
--------------------------------
Gilbert C. Maurer

/s/  CURTIS L. SNYDER                             Chief Financial Officer               December 15, 2000
---------------------------------
Curtis L. Snyder
-II-6-
EXHIBIT INDEX

         EXHIBIT       DESCRIPTION

         5.1           Opinion of Morgan, Lewis & Bockius LLP.

         23.1          Consent of Arthur Andersen LLP.

         23.2          Consent of Deloitte & Touche LLP

         23.3          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-