<PAGE>
 
  As filed with the Securities and Exchange Commission on September 28, 1998

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

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

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

                      27 NORTH MAIN STREET - P.O. BOX 636
                            KENT, CONNECTICUT 06757
                                (860) 927-2050
                   (Address of Principal Executive Offices)

               CYBERIAN OUTPOST, INC. 1997 INCENTIVE STOCK PLAN
               CYBERIAN OUTPOST, INC. 1998 INCENTIVE STOCK PLAN
   CYBERIAN OUTPOST, INC. 1998 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
                          (Full titles of the plans)

                        DARRYL PECK, PRESIDENT AND CEO
                            CYBERIAN OUTPOST, INC.
                      27 NORTH MAIN STREET - P.O. BOX 636
                            KENT, CONNECTICUT 06757
                                (860) 927-2050
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)
                 ---------------------------------------------


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================== 

<S>                                <C>               <C>                       <C>                  <C>
                                                                Proposed             Proposed
        Title of                      Amount to be              maximum               maximum                Amount of
securities to be registered          registered (1)          offering price          aggregate            registration fee
                                                              per share (2)       offering price (2)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value           4,268,700                $11.29              $48,211,785               $14,223
                                         700,800                $ 7.50              $ 5,256,000               $ 1,551
                                       ---------                                                              -------
                                       4,969,500                                                              $15,774
===================================================================================================================================
</TABLE>

(1) The number of shares of common stock, par value $.01 per share ("Common
    Stock"), stated above consists of the aggregate number of shares which may
    be sold upon the exercise of options which have been granted and/or may
    hereafter be granted under the Cyberian Outpost, Inc. 1997 Incentive Stock
    Plan, the Cyberian Outpost, Inc. 1998 Incentive Stock Plan and the Cyberian
    Outpost, Inc. 1998 Employee, Director and Consultant Stock Plan (the
    "Plans").  The maximum number of shares which may be sold upon the exercise
    of such options granted under the Plans are subject to adjustment in
    accordance with certain anti-dilution and other provisions of said Plans.
    Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
    amended (the "Securities Act"), this Registration Statement covers, in
    addition to the number of shares stated above, an indeterminate number of
    shares which may be subject to grant or otherwise issuable after the
    operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act as follows:  (i) in the case of shares of Common Stock which
    may be purchased upon exercise of outstanding options, the fee is calculated
    on the basis of the price at which the options may be exercised; and (ii) in
    the case of shares of Common Stock for which options have not yet been
    granted and the option price of which is therefore unknown, the fee is
    calculated on the basis of the average of the high and low sale prices per
    share of the Common Stock on the National Market System of the National
    Association of Securities Dealers Automated Quotation System (NASDAQ) as of
    a date (September 22, 1998) within 5 business days prior to filing this
    Registration Statement.

 
================================================================================
<PAGE>
 
                               EXPLANATORY NOTE
                               ----------------


     In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plans.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

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

     (a) The Company's Prospectus dated July 31, 1998 filed with the Commission
pursuant to Rule 424(b) of the Securities Act.

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

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

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

     Not applicable.

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

     The validity of the issuance of the shares of Common Stock registered under
this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts.  Members
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and certain members of
their families and trusts for their benefit own an aggregate of approximately
9,400 shares of Common Stock of the Company.

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

     Incorporated herein by reference from Registration Statement on Form S-1,
No. 333-55819.

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

     Not applicable.

                                      II-1
<PAGE>
 
Item 8.  Exhibits.
----------------- 

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

     (4.2)     Restated Certificate of Incorporation.

     (4.3)     Restated By-Laws (Filed as Exhibit 3.5 to Registration Statement
               on Form S-1, as amended, No. 333-55819, and incorporated herein
               by reference).

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

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

     (23.2)    Consent of KPMG Peat Marwick LLP.

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

     (99.1)    1997 Incentive Stock Plan (Filed as Exhibit 10.5 to Registration
               Statement on Form S-1, as amended, No. 333-55819, and
               incorporated herein by reference).

     (99.2)    1998 Incentive Stock Plan (Filed as Exhibit 10.6 to Registration
               Statement on Form S-1, as amended, No. 333-55819, and
               incorporated herein by reference).

     (99.3)     Restated 1998 Employee, Director and Consultant Stock Plan.

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

(a)  The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represents a fundamental change in the information set
          forth in the Registration Statement.  Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and 

                                      II-2
<PAGE>
 
          price represent no more than a 20% change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective Registration Statement.

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

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

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

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

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

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

                                      II-3
<PAGE>
 
                                  SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Kent, Connecticut on September 28, 1998.


                                    CYBERIAN OUTPOST, INC.



                                    By /s/  Darryl Peck
                                      ----------------------------------------
                                      Darryl Peck
                                      President and Chief Executive Officer


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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement  has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
      SIGNATURES                             TITLE                                     DATE
      ----------                             -----                                     ----
<S>                         <C>                                               <C>

/s/  Darryl Peck               President, Chief Executive Officer               September 28, 1998
-----------------------        and Director (Principal executive officer) 
Darryl Peck                    
 
/s/ Katherine N. Vick          Executive Vice President, Chief                  September 28, 1998
-----------------------        Financial Officer and Director (Principal 
Katherine N. Vick              financial and accounting officer)           
                         
 
/s/ Charles Jackson            Director                                         September 28, 1998
-----------------------
Charles Jackson


/s/ Michael Murray             Director                                         September 28, 1998
------------------                                                      
Michael Murray
</TABLE>

                                      II-4
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                          <C>                                              <C>
/s/ William C. Mulligan        Director                                         September 28, 1998
-----------------------                                                 
William C. Mulligan


/s/ David Yarnell              Director                                         September 28, 1998
-----------------                                                       
David Yarnell


</TABLE> 

                                      II-5
<PAGE>
 
                            CYBERIAN OUTPOST, INC.
 
                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT


Exhibit
Number         Description
-------        -----------

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

(4.2)          Restated Certificate of Incorporation.

(4.3)          Restated By-Laws (Filed as Exhibit 3.5 to Registration Statement
               on Form S-1, as amended, No. 333-55819, and incorporated herein
               by reference).


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

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

(23.2)         Consent of KPMG Peat Marwick LLP.

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

(99.1)         1997 Incentive Stock Plan (Filed as Exhibit 10.5 to Registration
               Statement on Form S-1, as amended, No. 333-55819, and
               incorporated herein by reference).

(99.2)         1998 Incentive Stock Plan (Filed as Exhibit 10.6 to Registration
               Statement on Form S-1, as amended, No. 333-55819, and
               incorporated herein by reference).

(99.3)         Restated 1998 Employee, Director and Consultant Stock Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19380}]
{"company-data": {"conformed-name": "CYBERIAN OUTPOST INC", "cik": "0001041712", "assigned-sic": "5734", "irs-number": "061419111", "state-of-incorporation": "CT", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64403", "film-number": "98715896"}, "business-address": {"street1": "27 NORTH MAIN STREET", "city": "KENT", "state": "CT", "zip": "06757", "phone": "8609272050"}, "mail-address": {"street1": "27 NORTH MAIN ST", "street2": "P O BOX 636", "city": "KENT", "state": "CT", "zip": "06757"}}
As filed with the Securities and Exchange Commission on September 28, 1998

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

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

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

                      27 NORTH MAIN STREET - P.O. BOX 636
                            KENT, CONNECTICUT 06757
                                (860) 927-2050
                   (Address of Principal Executive Offices)

               CYBERIAN OUTPOST, INC. 1997 INCENTIVE STOCK PLAN
               CYBERIAN OUTPOST, INC. 1998 INCENTIVE STOCK PLAN
   CYBERIAN OUTPOST, INC. 1998 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
                          (Full titles of the plans)

                        DARRYL PECK, PRESIDENT AND CEO
                            CYBERIAN OUTPOST, INC.
                      27 NORTH MAIN STREET - P.O. BOX 636
                            KENT, CONNECTICUT 06757
                                (860) 927-2050
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)
                 ---------------------------------------------

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed             Proposed
        Title of                      Amount to be              maximum               maximum                Amount of
securities to be registered          registered (1)          offering price          aggregate            registration fee
                                                              per share (2)       offering price (2)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value           4,268,700                $11.29              $48,211,785               $14,223
                                         700,800                $ 7.50              $ 5,256,000               $ 1,551
                                       ---------                                                              -------
                                       4,969,500                                                              $15,774
===================================================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
    Stock"), stated above consists of the aggregate number of shares which may
    be sold upon the exercise of options which have been granted and/or may
    hereafter be granted under the Cyberian Outpost, Inc. 1997 Incentive Stock
    Plan, the Cyberian Outpost, Inc. 1998 Incentive Stock Plan and the Cyberian
    Outpost, Inc. 1998 Employee, Director and Consultant Stock Plan (the
    "Plans").  The maximum number of shares which may be sold upon the exercise
    of such options granted under the Plans are subject to adjustment in
    accordance with certain anti-dilution and other provisions of said Plans.
    Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
    amended (the "Securities Act"), this Registration Statement covers, in
    addition to the number of shares stated above, an indeterminate number of
    shares which may be subject to grant or otherwise issuable after the
    operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act as follows:  (i) in the case of shares of Common Stock which
    may be purchased upon exercise of outstanding options, the fee is calculated
    on the basis of the price at which the options may be exercised; and (ii) in
    the case of shares of Common Stock for which options have not yet been
    granted and the option price of which is therefore unknown, the fee is
    calculated on the basis of the average of the high and low sale prices per
    share of the Common Stock on the National Market System of the National
    Association of Securities Dealers Automated Quotation System (NASDAQ) as of
    a date (September 22, 1998) within 5 business days prior to filing this
    Registration Statement.

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

     In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plans.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

     (a) The Company's Prospectus dated July 31, 1998 filed with the Commission
pursuant to Rule 424(b) of the Securities Act.

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

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

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

     Not applicable.

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

     The validity of the issuance of the shares of Common Stock registered under
this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts.  Members
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and certain members of
their families and trusts for their benefit own an aggregate of approximately
9,400 shares of Common Stock of the Company.

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

     Incorporated herein by reference from Registration Statement on Form S-1,
No. 333-55819.

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

     Not applicable.

                                      II-1
Item 8.  Exhibits.
----------------- 

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

     (4.2)     Restated Certificate of Incorporation.

     (4.3)     Restated By-Laws (Filed as Exhibit 3.5 to Registration Statement
               on Form S-1, as amended, No. 333-55819, and incorporated herein
               by reference).

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

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

     (23.2)    Consent of KPMG Peat Marwick LLP.

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

     (99.1)    1997 Incentive Stock Plan (Filed as Exhibit 10.5 to Registration
               Statement on Form S-1, as amended, No. 333-55819, and
               incorporated herein by reference).

     (99.2)    1998 Incentive Stock Plan (Filed as Exhibit 10.6 to Registration
               Statement on Form S-1, as amended, No. 333-55819, and
               incorporated herein by reference).

     (99.3)     Restated 1998 Employee, Director and Consultant Stock Plan.

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

(a)  The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represents a fundamental change in the information set
          forth in the Registration Statement.  Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and 

                                      II-2
price represent no more than a 20% change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective Registration Statement.

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

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

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

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

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

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

                                      II-3
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Kent, Connecticut on September 28, 1998.

                                    CYBERIAN OUTPOST, INC.

                                    By /s/  Darryl Peck
                                      ----------------------------------------
                                      Darryl Peck
                                      President and Chief Executive Officer

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement  has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES                             TITLE                                     DATE
      ----------                             -----                                     ----
/s/  Darryl Peck               President, Chief Executive Officer               September 28, 1998
-----------------------        and Director (Principal executive officer) 
Darryl Peck                    
 
/s/ Katherine N. Vick          Executive Vice President, Chief                  September 28, 1998
-----------------------        Financial Officer and Director (Principal 
Katherine N. Vick              financial and accounting officer)           
                         
 
/s/ Charles Jackson            Director                                         September 28, 1998
-----------------------
Charles Jackson

/s/ Michael Murray             Director                                         September 28, 1998
------------------                                                      
Michael Murray
II-4
/s/ William C. Mulligan        Director                                         September 28, 1998
-----------------------                                                 
William C. Mulligan

/s/ David Yarnell              Director                                         September 28, 1998
-----------------                                                       
David Yarnell
II-5
CYBERIAN OUTPOST, INC.
 
                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

Exhibit
Number         Description
-------        -----------

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

(4.2)          Restated Certificate of Incorporation.

(4.3)          Restated By-Laws (Filed as Exhibit 3.5 to Registration Statement
               on Form S-1, as amended, No. 333-55819, and incorporated herein
               by reference).

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

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

(23.2)         Consent of KPMG Peat Marwick LLP.

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

(99.1)         1997 Incentive Stock Plan (Filed as Exhibit 10.5 to Registration
               Statement on Form S-1, as amended, No. 333-55819, and
               incorporated herein by reference).

(99.2)         1998 Incentive Stock Plan (Filed as Exhibit 10.6 to Registration
               Statement on Form S-1, as amended, No. 333-55819, and
               incorporated herein by reference).

(99.3)         Restated 1998 Employee, Director and Consultant Stock Plan.