As filed with the Securities and Exchange Commission on April 14, 1999
                                            Registration No. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             Beyond.com Corporation
             (Exact name of Registrant as specified in its charter)

                Delaware                                   94-3212136
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

                             1195 West Fremont Ave.
                               Sunnyvale, CA 94087
                    (Address of Principal Executive Offices)


                   BuyDirect.com, Inc. 1998 Stock Option Plan
                            (Full title of the plan)
                            -------------------------

                                 Mark L. Breier
                      President and Chief Executive Officer
                             Beyond.com Corporation
                             1195 West Fremont Ave.
                               Sunnyvale, CA 94087
                     (Name and address of agent for service)

                                  408-616-4200
          (Telephone number, including area code, of agent for service)
                            -------------------------

                                    Copy to:
                             Kevin P. Kennedy, Esq.
                               Shearman & Sterling
                               1550 El Camino Real
                            Menlo Park, CA 94025-4100

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
               Title of                 Amount           Proposed Maximum      Proposed Maximum         Amount of
           Securities to be              to be          Offering Price Per         Aggregate           Registration
              Registered            Registered (1)          Share (2)         Offering Price (2)           Fee
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>                <C>                      <C>
Common Stock                          281,757               $1.39              $392,231.75              $109.04
par value $.001 per share             Shares
======================================================================================================================
<FN>
(1)  The shares of Common Stock being registered represent the shares of Common Stock which may be issued upon the
     exercise of options outstanding under the BuyDirect.com, Inc. 1998 Stock Option Plan which were assumed by the
     Registrant and converted into options to acquire Common Stock in connection with the acquisition of
     BuyDirect.com, Inc. by the Registrant. Pursuant to Rule 416 promulgated pursuant to the Securities Act of 1933,
     as amended, this registration statement also covers such indeterminable number of additional shares of Common Stock
     as may be issuable pursuant to antidilution provisions of such plan.

(2)  Pursuant to Rule 457(h)(1), the Proposed Maximum Aggregate Offering Price and Registration Fee are based on the
     aggregate exercise price of all such outstanding options. The Proposed Maximum Offering Price Per Share was
     determined by dividing the Proposed Maximum Aggregate Offering Price by the number of shares registered.
</FN>
</TABLE>

================================================================================


<PAGE>


                                     Part I


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, and the "Note" to Part I of Form S-8.


<PAGE>


                                     Part II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") by Beyond.com Corporation (the "Registrant") are incorporated by
reference in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1998;

         (b) The Registrant's Current Report on Form 8-K filed on March 3, 1999;

         (c) The Registrant's Current Report on Form 8-K filed on January 21,
         1999;

         (d) The description of the Registrant's Common Stock set forth in the
         Registrant's registration statement on Form S-1/A (Reg. No. 333-74545)
         filed on April 8, 1999;

         All documents subsequently filed by the Registrant pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934,
         as amended (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 that have not been sold, also shall be
         deemed to be incorporated by reference into this Registration Statement
         and to be part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed 
         incorporated by reference in this Registration Statement shall be 
         deemed to be modified or superseded for purposes of this Registration 
         Statement to the extent that a statement contained herein or in any 
         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.

Item 4.   Description of Securities.

Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

Not Applicable.

Item 6.   Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law permits a corporation to
include in its charter documents, and in agreements between the corporation and
its directors and officers, provisions expanding the scope of indemnification
beyond the indemnification specifically provided by the current law.




<PAGE>


                                        3

Article IX of our Certificate of Incorporation, as amended, provides for the
indemnification of directors to the fullest extent permissible under Delaware
law.

Article VI of our Bylaws provides for the indemnification of officers, directors
and third parties acting on our behalf if such person acted in good faith and in
a manner reasonably believed to be in, and not opposed to, our best interest
and, with respect to any criminal action or proceeding, the indemnified party
had no reason to believe his or her conduct was unlawful.

We have entered into indemnification agreements with our directors and executive
officers, in addition to providing indemnification in our Bylaws, and intend to
enter into indemnification agreements with any new directors and executive
officers in the future.

Item 7.   Exemption from Registration Claimed.

Not Applicable

Item 8.   Exhibits.

          The following exhibits are filed as part of this Registration
          Statement:

4.1       Specimen Stock Certificate (incorporated herein by reference to
          Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
          (Reg. No. 333-51121), as amended, filed with the Commission on June
          17, 1998).

4.2       Form of Certificate of Incorporation of the Registrant (incorporated
          herein by reference to Exhibit 3.1 to the Registrant's Registration
          Statement on Form S-1 (Reg. No. 333-51121), as amended, filed with the
          Commission on June 17, 1998).

4.3       Form of Bylaws of the Registrant (incorporated herein by reference to
          Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
          (Reg. No. 333-51121), as amended, filed with the Commission on June
          17, 1998).

4.4       BuyDirect.com, Inc. 1998 Stock Option Plan

5.1       Opinion of  Shearman & Sterling as to the legality of the Registrant's
          Common Stock.

23.1      Consent of Ernst & Young LLP, independent certified public
          accountants.

23.2      Consent of Shearman & Sterling (included in Exhibit 5.1)

24        Powers of Attorney (included on signature page).


<PAGE>


                                        4


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
               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.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, as amended (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 bring 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 15(d) of the
          Exchange Act 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 may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of the 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.


<PAGE>


                                        5

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, 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 Sunnyvale, State of California on the day of
April 14, 1999.

                                        BEYOND.COM CORPORATION


                                        By:/s/ Mark L. Breier
                                           ----------------------------------
                                           Name: Mark L. Breier
                                           Title: President, Chief Executive
                                           Officer







<PAGE>


                                POWER OF ATTORNEY

                  Each of the undersigned whose signature appears below hereby
constitutes and appoints Mark L. Breier and Michael J. Praisner, and each of
them acting alone, his true and lawful attorneys-in-fact and agents, 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) and supplements to this Registration Statement and
any and all related registration statements necessary to register additional
securities, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, 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 in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
indicated capacities on April , 1999.


             Signature                                    Title
             ---------                                    -----

/s/ Mark L. Breier
----------------------------------           President, Chief Executive Officer
        Mark L. Breier                       and Director

/s/ Michael J. Praisner
----------------------------------           Vice President, Finance &
        Michael J. Praisner                  Administration and Chief Financial
                                             Officer (Principal Financial and
                                             Accounting Officer)
/s/ William S. McKiernan
----------------------------------           Chairman of the Board of Directors
        William S. McKiernan

/s/ Douglas Carlston
----------------------------------           Director
        Douglas Carlston

/s/ John S. Chen
----------------------------------           Director
        John S. Chen

/s/ Bert Kolde
----------------------------------           Director
        Bert Kolde

__________________________________           Director
        Ronald S. Posner





<PAGE>


                                        7


                                  Exhibit Index

Exhibit No.                  Description of Document

               The following exhibits are filed as part of this Registration
               Statement:

4.1            Specimen Stock Certificate (incorporated herein by reference to
               Exhibit 4.1 to the Registrant's Registration Statement of Form
               S-1 (Reg. No. 333-51121), as amended, filed with the Commission
               on June 17, 1998).

4.2            Form of Certificate of Incorporation of the Registrant
               (incorporated herein by reference to Exhibit 3.1 to the
               Registrant's Registration Statement on From S-1 (Reg. No.
               333-51121), as amended, filed with the Commission on June 17,
               1998).

4.3            Form of Bylaws of the Registrant (incorporated herein by
               reference to Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-1 (Reg. No. 333-51121), as amended, filed
               with the Commission on June 17, 1998).

4.4            BuyDirect.com, Inc. 1998 Stock Option Plan

5.1            Opinion of Shearman & Sterling as to the legality of the
               Registrant's Common Stock.

23.1           Consent of Ernst & Young LLP, independent certified public
               accountants.

23.2           Consent of Shearman & Sterling (included in Exhibit 5.1)

24             Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17412}]
{"company-data": {"conformed-name": "BEYOND COM CORP", "cik": "0001060531", "assigned-sic": "7372", "irs-number": "943212136", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76299", "film-number": "99593880"}, "business-address": {"street1": "1195 W FREMONT AVENUE", "street2": "SUITE 900", "city": "SUNNYVALE", "state": "CA", "zip": "94087", "phone": "4086164200"}, "mail-address": {"street1": "1195 W FREMONT AVENUE", "street2": "SUITE 900", "city": "SUNNYVALE", "state": "CA", "zip": "94087"}, "former-company": {"former-conformed-name": "SOFTWARE NET CORP", "date-changed": "19980427"}}
As filed with the Securities and Exchange Commission on April 14, 1999
                                            Registration No. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             Beyond.com Corporation
             (Exact name of Registrant as specified in its charter)

                Delaware                                   94-3212136
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

                             1195 West Fremont Ave.
                               Sunnyvale, CA 94087
                    (Address of Principal Executive Offices)

                   BuyDirect.com, Inc. 1998 Stock Option Plan
                            (Full title of the plan)
                            -------------------------

                                 Mark L. Breier
                      President and Chief Executive Officer
                             Beyond.com Corporation
                             1195 West Fremont Ave.
                               Sunnyvale, CA 94087
                     (Name and address of agent for service)

                                  408-616-4200
          (Telephone number, including area code, of agent for service)
                            -------------------------

                                    Copy to:
                             Kevin P. Kennedy, Esq.
                               Shearman & Sterling
                               1550 El Camino Real
                            Menlo Park, CA 94025-4100

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
               Title of                 Amount           Proposed Maximum      Proposed Maximum         Amount of
           Securities to be              to be          Offering Price Per         Aggregate           Registration
              Registered            Registered (1)          Share (2)         Offering Price (2)           Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock                          281,757               $1.39              $392,231.75              $109.04
par value $.001 per share             Shares
======================================================================================================================
(1)  The shares of Common Stock being registered represent the shares of Common Stock which may be issued upon the
     exercise of options outstanding under the BuyDirect.com, Inc. 1998 Stock Option Plan which were assumed by the
     Registrant and converted into options to acquire Common Stock in connection with the acquisition of
     BuyDirect.com, Inc. by the Registrant. Pursuant to Rule 416 promulgated pursuant to the Securities Act of 1933,
     as amended, this registration statement also covers such indeterminable number of additional shares of Common Stock
     as may be issuable pursuant to antidilution provisions of such plan.

(2)  Pursuant to Rule 457(h)(1), the Proposed Maximum Aggregate Offering Price and Registration Fee are based on the
     aggregate exercise price of all such outstanding options. The Proposed Maximum Offering Price Per Share was
     determined by dividing the Proposed Maximum Aggregate Offering Price by the number of shares registered.
================================================================================
Part I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, and the "Note" to Part I of Form S-8.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") by Beyond.com Corporation (the "Registrant") are incorporated by
reference in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1998;

         (b) The Registrant's Current Report on Form 8-K filed on March 3, 1999;

         (c) The Registrant's Current Report on Form 8-K filed on January 21,
         1999;

         (d) The description of the Registrant's Common Stock set forth in the
         Registrant's registration statement on Form S-1/A (Reg. No. 333-74545)
         filed on April 8, 1999;

         All documents subsequently filed by the Registrant pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934,
         as amended (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 that have not been sold, also shall be
         deemed to be incorporated by reference into this Registration Statement
         and to be part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed 
         incorporated by reference in this Registration Statement shall be 
         deemed to be modified or superseded for purposes of this Registration 
         Statement to the extent that a statement contained herein or in any 
         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.

Item 4.   Description of Securities.

Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

Not Applicable.

Item 6.   Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law permits a corporation to
include in its charter documents, and in agreements between the corporation and
its directors and officers, provisions expanding the scope of indemnification
beyond the indemnification specifically provided by the current law.
3

Article IX of our Certificate of Incorporation, as amended, provides for the
indemnification of directors to the fullest extent permissible under Delaware
law.

Article VI of our Bylaws provides for the indemnification of officers, directors
and third parties acting on our behalf if such person acted in good faith and in
a manner reasonably believed to be in, and not opposed to, our best interest
and, with respect to any criminal action or proceeding, the indemnified party
had no reason to believe his or her conduct was unlawful.

We have entered into indemnification agreements with our directors and executive
officers, in addition to providing indemnification in our Bylaws, and intend to
enter into indemnification agreements with any new directors and executive
officers in the future.

Item 7.   Exemption from Registration Claimed.

Not Applicable

Item 8.   Exhibits.

          The following exhibits are filed as part of this Registration
          Statement:

4.1       Specimen Stock Certificate (incorporated herein by reference to
          Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
          (Reg. No. 333-51121), as amended, filed with the Commission on June
          17, 1998).

4.2       Form of Certificate of Incorporation of the Registrant (incorporated
          herein by reference to Exhibit 3.1 to the Registrant's Registration
          Statement on Form S-1 (Reg. No. 333-51121), as amended, filed with the
          Commission on June 17, 1998).

4.3       Form of Bylaws of the Registrant (incorporated herein by reference to
          Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
          (Reg. No. 333-51121), as amended, filed with the Commission on June
          17, 1998).

4.4       BuyDirect.com, Inc. 1998 Stock Option Plan

5.1       Opinion of  Shearman & Sterling as to the legality of the Registrant's
          Common Stock.

23.1      Consent of Ernst & Young LLP, independent certified public
          accountants.

23.2      Consent of Shearman & Sterling (included in Exhibit 5.1)

24        Powers of Attorney (included on signature page).
4

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
               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.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, as amended (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 bring 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 15(d) of the
          Exchange Act 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 may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of the 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.
5

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, 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 Sunnyvale, State of California on the day of
April 14, 1999.

                                        BEYOND.COM CORPORATION

                                        By:/s/ Mark L. Breier
                                           ----------------------------------
                                           Name: Mark L. Breier
                                           Title: President, Chief Executive
                                           Officer
POWER OF ATTORNEY

                  Each of the undersigned whose signature appears below hereby
constitutes and appoints Mark L. Breier and Michael J. Praisner, and each of
them acting alone, his true and lawful attorneys-in-fact and agents, 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) and supplements to this Registration Statement and
any and all related registration statements necessary to register additional
securities, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, 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 in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
indicated capacities on April , 1999.

             Signature                                    Title
             ---------                                    -----

/s/ Mark L. Breier
----------------------------------           President, Chief Executive Officer
        Mark L. Breier                       and Director

/s/ Michael J. Praisner
----------------------------------           Vice President, Finance &
        Michael J. Praisner                  Administration and Chief Financial
                                             Officer (Principal Financial and
                                             Accounting Officer)
/s/ William S. McKiernan
----------------------------------           Chairman of the Board of Directors
        William S. McKiernan

/s/ Douglas Carlston
----------------------------------           Director
        Douglas Carlston

/s/ John S. Chen
----------------------------------           Director
        John S. Chen

/s/ Bert Kolde
----------------------------------           Director
        Bert Kolde

__________________________________           Director
        Ronald S. Posner
7

                                  Exhibit Index

Exhibit No.                  Description of Document

               The following exhibits are filed as part of this Registration
               Statement:

4.1            Specimen Stock Certificate (incorporated herein by reference to
               Exhibit 4.1 to the Registrant's Registration Statement of Form
               S-1 (Reg. No. 333-51121), as amended, filed with the Commission
               on June 17, 1998).

4.2            Form of Certificate of Incorporation of the Registrant
               (incorporated herein by reference to Exhibit 3.1 to the
               Registrant's Registration Statement on From S-1 (Reg. No.
               333-51121), as amended, filed with the Commission on June 17,
               1998).

4.3            Form of Bylaws of the Registrant (incorporated herein by
               reference to Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-1 (Reg. No. 333-51121), as amended, filed
               with the Commission on June 17, 1998).

4.4            BuyDirect.com, Inc. 1998 Stock Option Plan

5.1            Opinion of Shearman & Sterling as to the legality of the
               Registrant's Common Stock.

23.1           Consent of Ernst & Young LLP, independent certified public
               accountants.

23.2           Consent of Shearman & Sterling (included in Exhibit 5.1)

24             Powers of Attorney (included on signature page).