<PAGE>

 As filed with the Securities and Exchange Commission on April 7, 2000
                                                Registration No. 333-___________

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                              ____________________
                                  eCollege.com
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                <C>
           Delaware                                             84-1351729
(State or other jurisdiction                       (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
                          10200 A East Girard Avenue
                            Denver, Colorado 80231
              (Address of principal executive offices) (Zip Code)
                             ____________________
                                 eCollege.com
                           1999 STOCK INCENTIVE PLAN
                       1999 EMPLOYEE STOCK PURCHASE PLAN
    WARRANT ISSUED TO MR. REDNER PURSUANT TO WRITTEN COMPENSATION AGREEMENT
                           (Full title of the Plans)
                             ____________________
                               ROBERT N. HELMICK
                     President and Chief Executive Officer
                                 eCollege.com
                          10200 A East Girard Avenue
                            Denver, Colorado 80231
                    (Name and address of agent for service)
                                (303) 873-7400
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================

Title of Securities to be Registered     Amount to be        Proposed Maximum            Proposed Maximum            Amount of
                                         Registered (1)    Offering Price Per Share    Aggregate Offering Price    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>               <C>                         <C>                         <C>
1999 Stock Incentive Plan                3,353,752 shares                   $6.56(2)         $22,000,613.12(2)            $5,808.16
-------------------------
Common Stock, $0.01 par value
------------------------------------------------------------------------------------------------------------------------------------

1999 Employee Stock Purchase Plan          666,667 shares                   $6.56(2)         $ 4,373,335.52(2)            $1,154.56
---------------------------------
Common Stock $0.01 par value
------------------------------------------------------------------------------------------------------------------------------------

Warrant Issued to Mr. Redner                23,333 shares                   $1.62(3)         $    37,799.46(3)            $    9.97
---------------------------
Common Stock $0.01 par value
------------------------------------------------------------------------------------------------------------------------------------

                                                                                         Aggregate Registration Fee:      $6,972.69
====================================================================================================================================
</TABLE>

(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the eCollege.com 1999 Stock Incentive
    Plan, 1999 Employee Stock Purchase Plan, and warrant issued to Mr. Redner
    pursuant to a written compensation agreement by reason of any stock
    dividend, stock split, recapitalization or other similar transaction
    effected without the Registrant's receipt of consideration which results in
    an increase in the number of the outstanding shares of Registrant's Common
    Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low selling prices per share of Registrant's Common Stock on April 5,
    2000, as reported by the Nasdaq National Market.

(3) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the exercise price of
    the warrant.
<PAGE>

                                    PART II

               Information Required in the Registration Statement

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

         eCollege.com (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1999 filed with the SEC on March 30, 2000,
              pursuant to Section 13 of the Securities Exchange Act of 1934, as
              amended (the "1934 Act"); and

         (b)  The Registrant's Registration Statement No. 000-28393 on Form 8-
              A12G filed with the SEC on December 7, 1999, in which there is
              described the terms, rights and provisions applicable to the
              Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

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

         Not Applicable.

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

         Not Applicable.

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

The Registrant's Second Amended and Restated Certificate of Incorporation (the
"Certificate") provides that, except to the extent prohibited by the Delaware
General Corporation Law, as amended (the "DGCL"), the Registrant's directors
shall not be personally liable to the Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as directors of the
Registrant. Under the DGCL, the directors have a fiduciary duty to the
Registrant which is not eliminated by this provision of the Certificate and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non monetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the Registrant, for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by the DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the Federal securities laws or state or Federal environmental laws. The
Registrant has applied for liability insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors and
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision


                                     II-1
<PAGE>

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


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

         Not Applicable.

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

<TABLE>
<CAPTION>
Number         Exhibit
------         -------
<C>            <S>
4              Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-28393
               on Form 8-A12G/A which is incorporated herein by reference pursuant to Item 3(b).
5              Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1           Consent of Arthur Andersen LLP, Independent Accountants.
23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24             Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1           eCollege.com 1999 Stock Incentive Plan (as Amended and Restated Through January 3, 2000).
99.2           eCollege.com 1999 Employee Stock Purchase Plan.
99.3           Warrant Issued to Mr. Redner Pursuant to Written Compensation Agreement
</TABLE>

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

     A.     The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the eCollege.com 1999
Stock Incentive Plan, 1999 Employee Stock Purchase Plan, and warrant issued to
Mr. Redner pursuant to a written compensation agreement.



                                     II-2
<PAGE>

     B.     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered 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 1933
Act may be permitted to directors, officers, or 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 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.





                                     II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of  Colorado this 7th day of
April, 2000.

                                    eCollege.com

                                    By: /s/ Robert N. Helmick
                                        -----------------------------------
                                        Robert N. Helmick,
                                        President, Chief Executive Officer and
                                        Chairman of the Board

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of eCollege.com, a Delaware
corporation, do hereby constitute and appoint Robert N. Helmick, Chief Executive
Officer, and Douglas H. Kelsall, Chief Financial Officer, and each of them, the
lawful attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorneys
and agents, and any one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

<TABLE>
<CAPTION>
Signature                               Title                                             Date
---------                               -----                                             ----
<S>                                     <C>                                               <C>
/s/ Robert N. Helmick
-------------------------------         Chief Executive Officer and Chairman of           April 7, 2000
Robert N. Helmick                       the Board (Principal Executive Officer)

/s/ Douglas H. Kelsall
-------------------------------         Chief Financial Officer and Treasurer             April 7, 2000
Douglas H. Kelsall                      (Principal Financial Officer)

/s/ Linda Schmehl
-------------------------------         Corporate Controller (Principal                   April 7, 2000
Linda Schmehl                           Accounting Officer)

</TABLE>

                                     II-4
<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>                                              <C>

/s/ Jonathan M. Dobrin
---------------------------             Vice President, Chief Technology                  April 7, 2000
Jonathan M. Dobrin                      Officer and Director

/s/ Jack W. Blumenstein
---------------------------             Director                                          April 7, 2000
Jack W. Blumenstein

/s/ Christopher W. Girgenti
---------------------------             Director                                          April 7, 2000
Christopher W. Girgenti


---------------------------             Director
Oakleigh Thorne

/s/ Jeri Korshak
---------------------------             Director                                          April 7, 2000
Jeri Korshak

</TABLE>


                                     II-5
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933

                                  eCollege.com
<PAGE>

                                 EXHIBITS INDEX


Exhibits
--------

<TABLE>
<CAPTION>
Number                        Exhibit
------                        -------

<C>                           <S>
4                             Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement
                              No. 000-28393 on Form 8-A12G/A which is incorporated herein by reference pursuant to Item 3(b).
5                             Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1                          Consent of Arthur Andersen LLP, Independent Accountants.
23.2                          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24                            Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1                          eCollege.com 1999 Stock Incentive Plan (as Amended and Restated Through January 3, 2000).
99.2                          eCollege.com 1999 Employee Stock Purchase Plan.
99.3                          Warrant Issued to Mr. Redner Pursuant to Written Compensation Agreement
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21191}]
{"company-data": {"conformed-name": "ECOLLEGE COM", "cik": "0001085653", "assigned-sic": "8200", "irs-number": "841351729", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34326", "film-number": "596283"}, "business-address": {"street1": "10200 E GIRARD AVE BLDG A", "city": "DENVER", "state": "CO", "zip": "80231", "phone": "3038737400"}, "mail-address": {"street1": "10200 E GIRARD AVE", "street2": "BLDG A", "city": "DENVER", "state": "CO", "zip": "80231"}}
As filed with the Securities and Exchange Commission on April 7, 2000
                                                Registration No. 333-___________

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                              ____________________
                                  eCollege.com
             (Exact name of registrant as specified in its charter)
Delaware                                             84-1351729
(State or other jurisdiction                       (I.R.S. Employer Identification No.)
of incorporation or organization)
10200 A East Girard Avenue
                            Denver, Colorado 80231
              (Address of principal executive offices) (Zip Code)
                             ____________________
                                 eCollege.com
                           1999 STOCK INCENTIVE PLAN
                       1999 EMPLOYEE STOCK PURCHASE PLAN
    WARRANT ISSUED TO MR. REDNER PURSUANT TO WRITTEN COMPENSATION AGREEMENT
                           (Full title of the Plans)
                             ____________________
                               ROBERT N. HELMICK
                     President and Chief Executive Officer
                                 eCollege.com
                          10200 A East Girard Avenue
                            Denver, Colorado 80231
                    (Name and address of agent for service)
                                (303) 873-7400
         (Telephone number, including area code, of agent for service)

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

Title of Securities to be Registered     Amount to be        Proposed Maximum            Proposed Maximum            Amount of
                                         Registered (1)    Offering Price Per Share    Aggregate Offering Price    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
1999 Stock Incentive Plan                3,353,752 shares                   $6.56(2)         $22,000,613.12(2)            $5,808.16
-------------------------
Common Stock, $0.01 par value
------------------------------------------------------------------------------------------------------------------------------------

1999 Employee Stock Purchase Plan          666,667 shares                   $6.56(2)         $ 4,373,335.52(2)            $1,154.56
---------------------------------
Common Stock $0.01 par value
------------------------------------------------------------------------------------------------------------------------------------

Warrant Issued to Mr. Redner                23,333 shares                   $1.62(3)         $    37,799.46(3)            $    9.97
---------------------------
Common Stock $0.01 par value
------------------------------------------------------------------------------------------------------------------------------------

                                                                                         Aggregate Registration Fee:      $6,972.69
====================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the eCollege.com 1999 Stock Incentive
    Plan, 1999 Employee Stock Purchase Plan, and warrant issued to Mr. Redner
    pursuant to a written compensation agreement by reason of any stock
    dividend, stock split, recapitalization or other similar transaction
    effected without the Registrant's receipt of consideration which results in
    an increase in the number of the outstanding shares of Registrant's Common
    Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low selling prices per share of Registrant's Common Stock on April 5,
    2000, as reported by the Nasdaq National Market.

(3) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the exercise price of
    the warrant.
PART II

               Information Required in the Registration Statement

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

         eCollege.com (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1999 filed with the SEC on March 30, 2000,
              pursuant to Section 13 of the Securities Exchange Act of 1934, as
              amended (the "1934 Act"); and

         (b)  The Registrant's Registration Statement No. 000-28393 on Form 8-
              A12G filed with the SEC on December 7, 1999, in which there is
              described the terms, rights and provisions applicable to the
              Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

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

         Not Applicable.

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

         Not Applicable.

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

The Registrant's Second Amended and Restated Certificate of Incorporation (the
"Certificate") provides that, except to the extent prohibited by the Delaware
General Corporation Law, as amended (the "DGCL"), the Registrant's directors
shall not be personally liable to the Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as directors of the
Registrant. Under the DGCL, the directors have a fiduciary duty to the
Registrant which is not eliminated by this provision of the Certificate and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non monetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the Registrant, for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by the DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the Federal securities laws or state or Federal environmental laws. The
Registrant has applied for liability insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors and
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision

                                     II-1
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a vote
of stockholders or otherwise. The Certificate eliminates the personal liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL
and provides that the Registrant may fully indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.

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

         Not Applicable.

Item 8.  Exhibits
         --------
Number         Exhibit
------         -------
4              Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 000-28393
               on Form 8-A12G/A which is incorporated herein by reference pursuant to Item 3(b).
5              Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1           Consent of Arthur Andersen LLP, Independent Accountants.
23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24             Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1           eCollege.com 1999 Stock Incentive Plan (as Amended and Restated Through January 3, 2000).
99.2           eCollege.com 1999 Employee Stock Purchase Plan.
99.3           Warrant Issued to Mr. Redner Pursuant to Written Compensation Agreement
Item 9.  Undertakings.
         ------------

     A.     The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the eCollege.com 1999
Stock Incentive Plan, 1999 Employee Stock Purchase Plan, and warrant issued to
Mr. Redner pursuant to a written compensation agreement.

                                     II-2
B.     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered 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 1933
Act may be permitted to directors, officers, or 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 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                     II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of  Colorado this 7th day of
April, 2000.

                                    eCollege.com

                                    By: /s/ Robert N. Helmick
                                        -----------------------------------
                                        Robert N. Helmick,
                                        President, Chief Executive Officer and
                                        Chairman of the Board

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of eCollege.com, a Delaware
corporation, do hereby constitute and appoint Robert N. Helmick, Chief Executive
Officer, and Douglas H. Kelsall, Chief Financial Officer, and each of them, the
lawful attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorneys
and agents, and any one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                               Title                                             Date
---------                               -----                                             ----
/s/ Robert N. Helmick
-------------------------------         Chief Executive Officer and Chairman of           April 7, 2000
Robert N. Helmick                       the Board (Principal Executive Officer)

/s/ Douglas H. Kelsall
-------------------------------         Chief Financial Officer and Treasurer             April 7, 2000
Douglas H. Kelsall                      (Principal Financial Officer)

/s/ Linda Schmehl
-------------------------------         Corporate Controller (Principal                   April 7, 2000
Linda Schmehl                           Accounting Officer)
II-4
/s/ Jonathan M. Dobrin
---------------------------             Vice President, Chief Technology                  April 7, 2000
Jonathan M. Dobrin                      Officer and Director

/s/ Jack W. Blumenstein
---------------------------             Director                                          April 7, 2000
Jack W. Blumenstein

/s/ Christopher W. Girgenti
---------------------------             Director                                          April 7, 2000
Christopher W. Girgenti

---------------------------             Director
Oakleigh Thorne

/s/ Jeri Korshak
---------------------------             Director                                          April 7, 2000
Jeri Korshak
II-5
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933

                                  eCollege.com
EXHIBITS INDEX

Exhibits
--------
Number                        Exhibit
------                        -------
4                             Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement
                              No. 000-28393 on Form 8-A12G/A which is incorporated herein by reference pursuant to Item 3(b).
5                             Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1                          Consent of Arthur Andersen LLP, Independent Accountants.
23.2                          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24                            Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1                          eCollege.com 1999 Stock Incentive Plan (as Amended and Restated Through January 3, 2000).
99.2                          eCollege.com 1999 Employee Stock Purchase Plan.
99.3                          Warrant Issued to Mr. Redner Pursuant to Written Compensation Agreement