<PAGE>

   As filed with the Securities and Exchange Commission on November 8, 1999

                                                      Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                Razorfish, Inc.
            (Exact name of registrant as specified in its charter)


              Delaware                                         13-3804503
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                       Identification Number)


     107 Grand Street, 3rd Floor
         New York, New York                                       10013
(Address of Principal Executive Offices)                        (Zip Code)


            INTERNATIONAL INTEGRATION INCORPORATED 1993 STOCK PLAN
            INTERNATIONAL INTEGRATION INCORPORATED 1996 STOCK PLAN
       INTERNATIONAL INTEGRATION INCORPORATED 1998 STOCK INCENTIVE PLAN
       INTERNATIONAL INTEGRATION INCORPORATED 1998 NON-EMPLOYEE DIRECTOR
                               STOCK OPTION PLAN
                                      AND
      VARIOUS WRITTEN COMPENSATION CONTRACTS RELATING TO OPTIONS GRANTED
                  TO EMPLOYEES OF CONDUIT COMMUNICATIONS LTD.
                           (Full title of the plans)

                               Jeffrey A. Dachis
                     President and Chief Executive Officer
                                Razorfish, Inc.
                          107 Grand Street, 3rd Floor
                           New York, New York 10013
                    (Name and address of agent for service)

                                (212) 966-5960
                              (Telephone number,
                             including area code,
                             of agent for service)
<PAGE>

--------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Title of               Amount to    Proposed       Proposed         Amount of
securities             be           maximum        maximum          registration
to be                  registered   offering       aggregate        fee
registered             (1)          price per      offering
                                    share          price
--------------------------------------------------------------------------------

INTERNATIONAL INTEGRATION INCORPORATED
1993 STOCK PLAN
Class A Common Stock
<S>                 <C>            <C>     <C>     <C>              <C>
($.01 par value)     85,313 shares  $ 0.01  (2)     $       853(2)    $     0.24
                     62,289 shares  $ 0.77  (2)     $    47,963(2)    $    13.33
                      5,348 shares  $ 1.52  (2)     $     8,129(2)    $     2.26
                    131,250 shares  $ 2.51  (2)     $   329,438(2)    $    91.58
--------------------------------------------------------------------------------
INTERNATIONAL INTEGRATION INCORPORATED
1996 STOCK PLAN
Class A Common Stock
($.01 par value)  2,020,608 shares   $ 2.29  (2)    $ 4,627,192(2)    $ 1,286.36
                    719,463 shares   $ 3.43  (2)    $ 2,467,758(2)    $   686.04
                    338,354 shares   $ 5.71  (2)    $ 1,932,001(2)    $   537.10
                     67,975 shares   $ 8.00  (2)    $   543,800(2)    $   151.18
                     27,497 shares   $13.71  (2)    $   376,984(2)    $   104.80
--------------------------------------------------------------------------------
INTERNATIONAL INTEGRATION INCORPORATED
1998 STOCK INCENTIVE PLAN
Class A Common Stock
($.01 par value)     49,546 shares   $13.71  (2)    $   679,276(2)    $   188.84
                      4,921 shares   $16.00  (2)    $    78,736(2)    $    21.89
                     26,250 shares   $16.43  (2)    $   431,288(2)    $   119.90
                      1,313 shares   $16.86  (2)    $    22,137(2)    $     6.15
                      8,750 shares   $17.14  (2)    $   149,975(2)    $    41.69
                        569 shares   $17.43  (2)    $     9,918(2)    $     2.76
                      1,575 shares   $17.71  (2)    $    27,893(2)    $     7.75
                      1,750 shares   $17.86  (2)    $    31,255(2)    $     8.69
                     15,313 shares   $18.29  (2)    $   280,075(2)    $    77.86
                      8,750 shares   $18.43  (2)    $   161,263(2)    $    44.83
                     41,694 shares   $18.57  (2)    $   774,258(2)    $   215.24
                     17,938 shares   $18.86  (2)    $   338,311(2)    $    94.05
                     89,688 shares   $19.01  (2)    $ 1,704,969(2)    $   473.98
                     69,563 shares   $19.14  (2)    $ 1,331,436(2)    $   370.14
                      8,750 shares   $19.36  (2)    $   169,400(2)    $    47.09
                     50,313 shares   $19.43  (2)    $   977,582(2)    $   271.77
                      8,444 shares   $19.58  (2)    $   165,334(2)    $    45.96
                     14,263 shares   $19.78  (2)    $   282,122(2)    $    78.43
                     15,488 shares   $20.00  (2)    $   309,760(2)    $    86.11
                    115,613 shares   $20.29  (2)    $ 2,345,788(2)    $   652.13
                  1,245,125 shares   $20.50  (2)    $25,525,063(2)    $ 7,095.97
                      7,438 shares   $20.57  (2)    $   153,000(2)    $    42.53
                      1,750 shares   $20.86  (2)    $    36,505(2)    $    10.15
                      7,000 shares   $20.96  (2)    $   146,720(2)    $    40.79
                     12,688 shares   $21.14  (2)    $   268,224(2)    $    74.57
                     13,125 shares   $21.43  (2)    $   281,269(2)    $    78.19
                     87,238 shares   $21.78  (2)    $ 1,900,044(2)    $   528.21
                     17,500 shares   $22.29  (2)    $   390,075(2)    $   108.44
                     12,031 shares   $22.57  (2)    $   271,540(2)    $    75.49
                     18,375 shares   $22.86  (2)    $   420,053(2)    $   116.77
</TABLE>

                                       2
<PAGE>

<TABLE>

<S>                   <C>             <C>             <C>               <C>
                      8,138 shares    $23.43  (2)     $   190,673(2)    $    53.01
                    223,125 shares    $23.58  (2)     $ 5,261,288(2)    $ 1,462.64
                      8,750 shares    $23.71  (2)     $   207,463(2)    $    57.67
                        438 shares    $23.86  (2)     $    10,451(2)    $     2.91
                      1,313 shares    $23.93  (2)     $    31,420(2)    $     8.73
                      3,063 shares    $24.15  (2)     $    73,971(2)    $    20.56
                        438 shares    $24.29  (2)     $    10,639(2)    $     2.96
                      6,563 shares    $24.64  (2)     $   161,712(2)    $    44.96
                     29,750 shares    $24.72  (2)     $   735,420(2)    $   204.45
                     20,563 shares    $24.79  (2)     $   509,757(2)    $   141.71
                      8,313 shares    $24.93  (2)     $   207,243(2)    $    57.61
                      5,250 shares    $25.43  (2)     $   133,508(2)    $    37.12
                      9,188 shares    $25.58  (2)     $   235,029(2)    $    65.34
                        875 shares    $25.65  (2)     $    22,444(2)    $     6.24
                      5,250 shares    $25.71  (2)     $   134,978(2)    $    37.52
                     21,438 shares    $25.86  (2)     $   554,387(2)    $   154.12
                        875 shares    $26.15  (2)     $    22,881(2)    $     6.36
                        875 shares    $26.86  (2)     $    23,503(2)    $     6.53
                        875 shares    $27.21  (2)     $    23,809(2)    $     6.62
                     32,375 shares    $27.58  (2)     $   892,903(2)    $   248.23
                      1,750 shares    $28.00  (2)     $    49,000(2)    $    13.62
                        438 shares    $28.22  (2)     $    12,360(2)    $     3.44
                     17,500 shares    $28.57  (2)     $   499,975(2)    $   138.99
                        875 shares    $28.86  (2)     $    25,253(2)    $     7.02
                      1,313 shares    $29.58  (2)     $    38,839(2)    $    10.80
                      3,063 shares    $30.00  (2)     $    91,890(2)    $    25.55
                      3,063 shares    $30.50  (2)     $    93,422(2)    $    25.97
                      4,069 shares    $30.86  (2)     $   125,569(2)    $    34.91
                        438 shares    $32.93  (2)     $    14,423(2)    $     4.01
                      9,625 shares    $37.43  (2)     $   360,264(2)    $   100.15
                      2,188 shares    $39.14  (2)     $    85,638(2)    $    23.81
                      7,438 shares    $40.86  (2)     $   303,917(2)    $    84.49
                        875 shares    $48.29  (2)     $    42,254(2)    $    11.75
                     10,500 shares    $49.58  (2)     $   520,590(2)    $   144.72
                        875 shares    $51.14  (2)     $    44,748(2)    $    12.44
                     12,688 shares    $52.64  (2)     $   667,896(2)    $   185.68
                        131 shares    $56.43  (2)     $     7,392(2)    $     2.05
                    178,412 shares    $77.71          $13,865,241       $ 3,854.54

INTERNATIONAL INTEGRATION INCORPORATED
1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Class A Common Stock
($.01 par value)     32,813 shares    $22.93(2)       $752,402(2)       $   209.17
--------------------------------------------------------------------------------
VARIOUS WRITTEN COMPENSATION CONTRACTS RELATING TO OPTIONS GRANTED
TO FORMER EMPLOYEES OF CONDUIT COMMUNICATIONS LTD.
Class A Common Stock
($.01 par value)     25,598 shares(3)    $   1.33(2)  $    34,045(2)    $     9.46
                     49,819 shares(4)    $   1.84(2)  $    91,667(2)    $    25.48
                     73,509 shares(5)    $   2.22(2)  $   163,190(2)    $    45.37
                     73,509 shares(5)    $   2.55(2)  $   187,448(2)    $    52.11
                     73,508 shares(5)    $   2.94(2)  $   216,114(2)    $    60.08
                     38,553 shares(6)    $   3.68(2)  $   141,875(2)    $    39.44
                      6,498 shares(7)    $   4.59(2)  $    29,826(2)    $     8.29
                     17,329 shares(8)    $   6.43(2)  $   111,425(2)    $    30.98
                     22,521 shares(9)    $   7.35(2)  $   165,529(2)    $    46.02
                     37,255 shares(10)   $  11.03(2)  $   410,923(2)    $   114.24
----------------------------------------------------------------------------------
        TOTAL     6,524,467 shares                    $78,593,981(2)    $21,849.13
----------------------------------------------------------------------------------
</TABLE>

 (1) The number of shares of Razorfish, Inc. Class A Common Stock to be issued
     gives effect to the exchange ratio of 0.875 shares of Razorfish, Inc. Class
     A Common Stock for each share of International Integration Incorporated
     Common Stock originally issuable under the plans registered hereby, as
     provided in the Agreement and Plan of Merger Dated August 10, 1999 by and
     among Razorfish, Inc., Ray Merger Sub, Inc. and International Integration
     Incorporated.
 (2) Estimated solely for purposes of calculating the registration fee, and
     based upon the fixed exercise prices of outstanding options in accordance
     with Rule 457(h) under the Securities Act of 1933, as amended (the
     "Securities Act").
 (3) Consists of options granted to 1 person under an agreement between
     Reportsent Company Ltd. and an employee of Conduit Communications Ltd.,
     then a wholly owned subsidiary of Reportsent Company Ltd. (a "Conduit
     Agreement"), dated December 5, 1995
 (4) Consists of options granted to 3 persons under Conduit Agreements dated
     November 29, 1996
 (5) Consists of options granted to 3 persons under Conduit Agreements dated
     April 22, 1997

                                       3
<PAGE>

(6)  Consists of options granted to 9 persons under Conduit Agreements dated
     August 7, 1997 (7 persons), November 11, 1997 (1 person), December 30, 1997
     (1 person) and April 14, 1999 (1 person)

(7)  Consists of options granted to 1 person under a Conduit Agreement dated
     November 29, 1996
(8)  Consists of options granted to 1 person under a Conduit Agreement dated
     August 1, 1998
(9)  Consists of options granted to 16 persons under Conduit Agreements dated
     March 23, 1999 (14 persons), April 2, 1999 (1 person) and April 14, 1999
     (1 person)
(10) Consists of options granted to 5 persons under Conduit Agreements dated
     March 23, 1999 (1 person), April 2, 1999 (3 persons) and April 14, 1999
     (6 persons)


                                       4
<PAGE>

                                EXPLANATORY NOTE

 This registration statement has been prepared in accordance with the
 requirements of Form S-8 under the Securities Act to register 6,524,467 shares
 of the Class A Common Stock of Razorfish, Inc., a Delaware corporation (the
 "Registrant") issuable to eligible employees, directors, consultants and
 advisors under certain employee benefit plans and written compensation
 contracts assumed by Registrant upon the merger of Registrant's wholly owned
 subsidiary, Ray Merger Sub, Inc., a Delaware corporation, with and into
 International Integration Incorporated, a Delaware corporation. The plans and
 contracts were previously obligations of International Integration Incorporated
 and its subsidiaries.


                                       5

<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The information required by Part I of Form S-8 is included in
documents sent or given to participants in the plans specified on the cover page
of this Registration Statement, pursuant to Rule 428(b)(1) of the Securities
Act.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


  Item 3.  Incorporation of Documents by Reference

    The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

     (1)  The Registrant's prospectus dated April 26, 1999 filed pursuant to
   Rule 424(b) under the Securities Act, which contains audited financial
   statements for the Registrant's latest fiscal year for which such statements
   have been filed.

     (2)  All reports filed pursuant to Sections 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the prospectus
  referred to in (1) above.

     (3)  The description of the Class A common stock of the Registrant, $.01
   par value per share (the "Class A Common Stock"), contained in the
   registration statement filed as of April 22, 1999 under Section 12 of the
   Exchange Act, including any amendment or report filed for purposes of
   updating such description.

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


  Item 4.  Description of Securities

    Not applicable.


  Item 5.  Interests of Named Experts and Counsel

      Not applicable.


  Item 6.  Indemnification

    Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal

                                       6
<PAGE>

liability of a director for violations of the director's fiduciary duty, except
(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(4) for any transaction from which the director derived an improper personal
benefit. The Registrant's Certificate of Incorporation contains provisions
permitted by Section 102(b)(7) of the DGCL.

    Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include 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, provided such director, officer, employee or agent acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful.
A Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.

    The Registrant's Certificate of Incorporation filed as Exhibit 4.1 to this
Registration Statement provides indemnification of directors and officers of the
Registrant to the fullest extent permitted by the DGCL.


  Item 7.  Exemption from Registration Claimed

    Not applicable.


  Item 8.  Exhibits

    The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.


  Item 9.  Undertakings

       a.   The 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;

                                       7
<PAGE>

      (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 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 price represent no more than
    20 percent change in the maximum aggregate offering price set forth in
    the "Calculation of Registration Fee" table herein; and

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

  provided, however, that paragraphs (i) and (ii) do not apply if this
  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 with or furnished to the Commission
  by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
  Act that are incorporated by reference in this Registration Statement.

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

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

    b.   The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 in 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 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

                                       8
<PAGE>

policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       9
<PAGE>

                                  SIGNATURES

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


                                   RAZORFISH, INC.



                                   By: /s/ Lawrence P. Begley
                                       ---------------------------------------
                                       Lawrence P. Begley
                                       Chief Financial Officer



                               POWER OF ATTORNEY

    We, the undersigned officers and directors of Razorfish, Inc., hereby
severally constitute Jeffrey A. Dachis and Lawrence P. Begley, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Razorfish, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.

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


  Signature                     Title                        Date


/s/ Jeffrey A. Dachis        President, Chief Executive       November 8, 1999
------------------------     Officer and Director
Jeffrey A. Dachis            (Principal Executive Officer)


/s/ Lawrence P. Begley       Chief Financial Officer          November 8, 1999
------------------------     and Director
Lawrence P. Begley           (Principal Financial and
                             Accounting Officer)


/s/ Craig M. Kanarick        Director                         November 8, 1999
------------------------
Craig M. Kanarick

                                       10
<PAGE>

/s/ Per I. G. Bystedt        Director                         November 8, 1999
------------------------
Per I. G. Bystedt


/s/ Jonas S. A. Svensson     Director                         November 8, 1999
------------------------
Jonas S. A. Svensson


/s/ Carter F. Bales           Director                        November 8 1999
------------------------
Carter F. Bales


/s/ Michael Pehl              Director                        November 8, 1999
------------------------
Michael Pehl


/s/ John Wren                 Director                        November 8, 1999
------------------------
John Wren

                                       11
<PAGE>

                                 Exhibit Index



Exhibit
Number                     Description


4.1(1)   Certificate of Incorporation of the Registrant

4.2(1)   Form of Certificate of Amendment of Certificate of Incorporation of
         the Registrant effective as of the date hereof upon the merger of
         Registrant's wholly owned subsidiary, Ray Merger Sub, Inc., a Delaware
         corporation, with and into International Integration Incorporated, a
         Delaware corporation

4.3(2)   By-Laws of the Registrant

4.4(2)   Specimen Certificate for shares of Class A Common Stock, $.01 par
         value per share, of the Registrant

5.1      Opinion of Morrison & Foerster LLP

23.1     Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

23.2     Consent of Arthur Andersen LLP

24.1     Power of Attorney (included on the signature page of this
         Registration Statement)
----------
1    Incorporated herein by reference to the Registrant's Registration Statement
     on Form S-4 (Commission File No. 333-87031).
2    Incorporated herein by reference to the Registrant's Registration Statement
     on Form S-1 (Commission File No. 333-71043).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27849}]
{"company-data": {"conformed-name": "RAZORFISH INC", "cik": "0001075088", "assigned-sic": "7373", "irs-number": "133804503", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90495", "film-number": "99742762"}, "business-address": {"street1": "107 GRAND ST", "street2": "3RD FL", "city": "NEW YORK", "state": "NY", "zip": "10013", "phone": "2129665960"}, "mail-address": {"street1": "107 GRAND ST", "street2": "3RD FL", "city": "NEW YORK", "state": "NY", "zip": "10013"}}
As filed with the Securities and Exchange Commission on November 8, 1999

                                                      Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                Razorfish, Inc.
            (Exact name of registrant as specified in its charter)

              Delaware                                         13-3804503
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                       Identification Number)

     107 Grand Street, 3rd Floor
         New York, New York                                       10013
(Address of Principal Executive Offices)                        (Zip Code)

            INTERNATIONAL INTEGRATION INCORPORATED 1993 STOCK PLAN
            INTERNATIONAL INTEGRATION INCORPORATED 1996 STOCK PLAN
       INTERNATIONAL INTEGRATION INCORPORATED 1998 STOCK INCENTIVE PLAN
       INTERNATIONAL INTEGRATION INCORPORATED 1998 NON-EMPLOYEE DIRECTOR
                               STOCK OPTION PLAN
                                      AND
      VARIOUS WRITTEN COMPENSATION CONTRACTS RELATING TO OPTIONS GRANTED
                  TO EMPLOYEES OF CONDUIT COMMUNICATIONS LTD.
                           (Full title of the plans)

                               Jeffrey A. Dachis
                     President and Chief Executive Officer
                                Razorfish, Inc.
                          107 Grand Street, 3rd Floor
                           New York, New York 10013
                    (Name and address of agent for service)

                                (212) 966-5960
                              (Telephone number,
                             including area code,
                             of agent for service)
--------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of               Amount to    Proposed       Proposed         Amount of
securities             be           maximum        maximum          registration
to be                  registered   offering       aggregate        fee
registered             (1)          price per      offering
                                    share          price
--------------------------------------------------------------------------------

INTERNATIONAL INTEGRATION INCORPORATED
1993 STOCK PLAN
Class A Common Stock
($.01 par value)     85,313 shares  $ 0.01  (2)     $       853(2)    $     0.24
                     62,289 shares  $ 0.77  (2)     $    47,963(2)    $    13.33
                      5,348 shares  $ 1.52  (2)     $     8,129(2)    $     2.26
                    131,250 shares  $ 2.51  (2)     $   329,438(2)    $    91.58
--------------------------------------------------------------------------------
INTERNATIONAL INTEGRATION INCORPORATED
1996 STOCK PLAN
Class A Common Stock
($.01 par value)  2,020,608 shares   $ 2.29  (2)    $ 4,627,192(2)    $ 1,286.36
                    719,463 shares   $ 3.43  (2)    $ 2,467,758(2)    $   686.04
                    338,354 shares   $ 5.71  (2)    $ 1,932,001(2)    $   537.10
                     67,975 shares   $ 8.00  (2)    $   543,800(2)    $   151.18
                     27,497 shares   $13.71  (2)    $   376,984(2)    $   104.80
--------------------------------------------------------------------------------
INTERNATIONAL INTEGRATION INCORPORATED
1998 STOCK INCENTIVE PLAN
Class A Common Stock
($.01 par value)     49,546 shares   $13.71  (2)    $   679,276(2)    $   188.84
                      4,921 shares   $16.00  (2)    $    78,736(2)    $    21.89
                     26,250 shares   $16.43  (2)    $   431,288(2)    $   119.90
                      1,313 shares   $16.86  (2)    $    22,137(2)    $     6.15
                      8,750 shares   $17.14  (2)    $   149,975(2)    $    41.69
                        569 shares   $17.43  (2)    $     9,918(2)    $     2.76
                      1,575 shares   $17.71  (2)    $    27,893(2)    $     7.75
                      1,750 shares   $17.86  (2)    $    31,255(2)    $     8.69
                     15,313 shares   $18.29  (2)    $   280,075(2)    $    77.86
                      8,750 shares   $18.43  (2)    $   161,263(2)    $    44.83
                     41,694 shares   $18.57  (2)    $   774,258(2)    $   215.24
                     17,938 shares   $18.86  (2)    $   338,311(2)    $    94.05
                     89,688 shares   $19.01  (2)    $ 1,704,969(2)    $   473.98
                     69,563 shares   $19.14  (2)    $ 1,331,436(2)    $   370.14
                      8,750 shares   $19.36  (2)    $   169,400(2)    $    47.09
                     50,313 shares   $19.43  (2)    $   977,582(2)    $   271.77
                      8,444 shares   $19.58  (2)    $   165,334(2)    $    45.96
                     14,263 shares   $19.78  (2)    $   282,122(2)    $    78.43
                     15,488 shares   $20.00  (2)    $   309,760(2)    $    86.11
                    115,613 shares   $20.29  (2)    $ 2,345,788(2)    $   652.13
                  1,245,125 shares   $20.50  (2)    $25,525,063(2)    $ 7,095.97
                      7,438 shares   $20.57  (2)    $   153,000(2)    $    42.53
                      1,750 shares   $20.86  (2)    $    36,505(2)    $    10.15
                      7,000 shares   $20.96  (2)    $   146,720(2)    $    40.79
                     12,688 shares   $21.14  (2)    $   268,224(2)    $    74.57
                     13,125 shares   $21.43  (2)    $   281,269(2)    $    78.19
                     87,238 shares   $21.78  (2)    $ 1,900,044(2)    $   528.21
                     17,500 shares   $22.29  (2)    $   390,075(2)    $   108.44
                     12,031 shares   $22.57  (2)    $   271,540(2)    $    75.49
                     18,375 shares   $22.86  (2)    $   420,053(2)    $   116.77
2
8,138 shares    $23.43  (2)     $   190,673(2)    $    53.01
                    223,125 shares    $23.58  (2)     $ 5,261,288(2)    $ 1,462.64
                      8,750 shares    $23.71  (2)     $   207,463(2)    $    57.67
                        438 shares    $23.86  (2)     $    10,451(2)    $     2.91
                      1,313 shares    $23.93  (2)     $    31,420(2)    $     8.73
                      3,063 shares    $24.15  (2)     $    73,971(2)    $    20.56
                        438 shares    $24.29  (2)     $    10,639(2)    $     2.96
                      6,563 shares    $24.64  (2)     $   161,712(2)    $    44.96
                     29,750 shares    $24.72  (2)     $   735,420(2)    $   204.45
                     20,563 shares    $24.79  (2)     $   509,757(2)    $   141.71
                      8,313 shares    $24.93  (2)     $   207,243(2)    $    57.61
                      5,250 shares    $25.43  (2)     $   133,508(2)    $    37.12
                      9,188 shares    $25.58  (2)     $   235,029(2)    $    65.34
                        875 shares    $25.65  (2)     $    22,444(2)    $     6.24
                      5,250 shares    $25.71  (2)     $   134,978(2)    $    37.52
                     21,438 shares    $25.86  (2)     $   554,387(2)    $   154.12
                        875 shares    $26.15  (2)     $    22,881(2)    $     6.36
                        875 shares    $26.86  (2)     $    23,503(2)    $     6.53
                        875 shares    $27.21  (2)     $    23,809(2)    $     6.62
                     32,375 shares    $27.58  (2)     $   892,903(2)    $   248.23
                      1,750 shares    $28.00  (2)     $    49,000(2)    $    13.62
                        438 shares    $28.22  (2)     $    12,360(2)    $     3.44
                     17,500 shares    $28.57  (2)     $   499,975(2)    $   138.99
                        875 shares    $28.86  (2)     $    25,253(2)    $     7.02
                      1,313 shares    $29.58  (2)     $    38,839(2)    $    10.80
                      3,063 shares    $30.00  (2)     $    91,890(2)    $    25.55
                      3,063 shares    $30.50  (2)     $    93,422(2)    $    25.97
                      4,069 shares    $30.86  (2)     $   125,569(2)    $    34.91
                        438 shares    $32.93  (2)     $    14,423(2)    $     4.01
                      9,625 shares    $37.43  (2)     $   360,264(2)    $   100.15
                      2,188 shares    $39.14  (2)     $    85,638(2)    $    23.81
                      7,438 shares    $40.86  (2)     $   303,917(2)    $    84.49
                        875 shares    $48.29  (2)     $    42,254(2)    $    11.75
                     10,500 shares    $49.58  (2)     $   520,590(2)    $   144.72
                        875 shares    $51.14  (2)     $    44,748(2)    $    12.44
                     12,688 shares    $52.64  (2)     $   667,896(2)    $   185.68
                        131 shares    $56.43  (2)     $     7,392(2)    $     2.05
                    178,412 shares    $77.71          $13,865,241       $ 3,854.54

INTERNATIONAL INTEGRATION INCORPORATED
1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Class A Common Stock
($.01 par value)     32,813 shares    $22.93(2)       $752,402(2)       $   209.17
--------------------------------------------------------------------------------
VARIOUS WRITTEN COMPENSATION CONTRACTS RELATING TO OPTIONS GRANTED
TO FORMER EMPLOYEES OF CONDUIT COMMUNICATIONS LTD.
Class A Common Stock
($.01 par value)     25,598 shares(3)    $   1.33(2)  $    34,045(2)    $     9.46
                     49,819 shares(4)    $   1.84(2)  $    91,667(2)    $    25.48
                     73,509 shares(5)    $   2.22(2)  $   163,190(2)    $    45.37
                     73,509 shares(5)    $   2.55(2)  $   187,448(2)    $    52.11
                     73,508 shares(5)    $   2.94(2)  $   216,114(2)    $    60.08
                     38,553 shares(6)    $   3.68(2)  $   141,875(2)    $    39.44
                      6,498 shares(7)    $   4.59(2)  $    29,826(2)    $     8.29
                     17,329 shares(8)    $   6.43(2)  $   111,425(2)    $    30.98
                     22,521 shares(9)    $   7.35(2)  $   165,529(2)    $    46.02
                     37,255 shares(10)   $  11.03(2)  $   410,923(2)    $   114.24
----------------------------------------------------------------------------------
        TOTAL     6,524,467 shares                    $78,593,981(2)    $21,849.13
----------------------------------------------------------------------------------
(1) The number of shares of Razorfish, Inc. Class A Common Stock to be issued
     gives effect to the exchange ratio of 0.875 shares of Razorfish, Inc. Class
     A Common Stock for each share of International Integration Incorporated
     Common Stock originally issuable under the plans registered hereby, as
     provided in the Agreement and Plan of Merger Dated August 10, 1999 by and
     among Razorfish, Inc., Ray Merger Sub, Inc. and International Integration
     Incorporated.
 (2) Estimated solely for purposes of calculating the registration fee, and
     based upon the fixed exercise prices of outstanding options in accordance
     with Rule 457(h) under the Securities Act of 1933, as amended (the
     "Securities Act").
 (3) Consists of options granted to 1 person under an agreement between
     Reportsent Company Ltd. and an employee of Conduit Communications Ltd.,
     then a wholly owned subsidiary of Reportsent Company Ltd. (a "Conduit
     Agreement"), dated December 5, 1995
 (4) Consists of options granted to 3 persons under Conduit Agreements dated
     November 29, 1996
 (5) Consists of options granted to 3 persons under Conduit Agreements dated
     April 22, 1997

                                       3
(6)  Consists of options granted to 9 persons under Conduit Agreements dated
     August 7, 1997 (7 persons), November 11, 1997 (1 person), December 30, 1997
     (1 person) and April 14, 1999 (1 person)

(7)  Consists of options granted to 1 person under a Conduit Agreement dated
     November 29, 1996
(8)  Consists of options granted to 1 person under a Conduit Agreement dated
     August 1, 1998
(9)  Consists of options granted to 16 persons under Conduit Agreements dated
     March 23, 1999 (14 persons), April 2, 1999 (1 person) and April 14, 1999
     (1 person)
(10) Consists of options granted to 5 persons under Conduit Agreements dated
     March 23, 1999 (1 person), April 2, 1999 (3 persons) and April 14, 1999
     (6 persons)

                                       4
EXPLANATORY NOTE

 This registration statement has been prepared in accordance with the
 requirements of Form S-8 under the Securities Act to register 6,524,467 shares
 of the Class A Common Stock of Razorfish, Inc., a Delaware corporation (the
 "Registrant") issuable to eligible employees, directors, consultants and
 advisors under certain employee benefit plans and written compensation
 contracts assumed by Registrant upon the merger of Registrant's wholly owned
 subsidiary, Ray Merger Sub, Inc., a Delaware corporation, with and into
 International Integration Incorporated, a Delaware corporation. The plans and
 contracts were previously obligations of International Integration Incorporated
 and its subsidiaries.

                                       5
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The information required by Part I of Form S-8 is included in
documents sent or given to participants in the plans specified on the cover page
of this Registration Statement, pursuant to Rule 428(b)(1) of the Securities
Act.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference

    The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

     (1)  The Registrant's prospectus dated April 26, 1999 filed pursuant to
   Rule 424(b) under the Securities Act, which contains audited financial
   statements for the Registrant's latest fiscal year for which such statements
   have been filed.

     (2)  All reports filed pursuant to Sections 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the prospectus
  referred to in (1) above.

     (3)  The description of the Class A common stock of the Registrant, $.01
   par value per share (the "Class A Common Stock"), contained in the
   registration statement filed as of April 22, 1999 under Section 12 of the
   Exchange Act, including any amendment or report filed for purposes of
   updating such description.

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

  Item 4.  Description of Securities

    Not applicable.

  Item 5.  Interests of Named Experts and Counsel

      Not applicable.

  Item 6.  Indemnification

    Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal

                                       6
liability of a director for violations of the director's fiduciary duty, except
(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(4) for any transaction from which the director derived an improper personal
benefit. The Registrant's Certificate of Incorporation contains provisions
permitted by Section 102(b)(7) of the DGCL.

    Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include 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, provided such director, officer, employee or agent acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful.
A Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.

    The Registrant's Certificate of Incorporation filed as Exhibit 4.1 to this
Registration Statement provides indemnification of directors and officers of the
Registrant to the fullest extent permitted by the DGCL.

  Item 7.  Exemption from Registration Claimed

    Not applicable.

  Item 8.  Exhibits

    The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

  Item 9.  Undertakings

       a.   The 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;

                                       7
(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 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 price represent no more than
    20 percent change in the maximum aggregate offering price set forth in
    the "Calculation of Registration Fee" table herein; and

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

  provided, however, that paragraphs (i) and (ii) do not apply if this
  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 with or furnished to the Commission
  by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
  Act that are incorporated by reference in this Registration Statement.

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

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

    b.   The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 in 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 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

                                       8
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       9
SIGNATURES

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

                                   RAZORFISH, INC.

                                   By: /s/ Lawrence P. Begley
                                       ---------------------------------------
                                       Lawrence P. Begley
                                       Chief Financial Officer

                               POWER OF ATTORNEY

    We, the undersigned officers and directors of Razorfish, Inc., hereby
severally constitute Jeffrey A. Dachis and Lawrence P. Begley, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Razorfish, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.

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

  Signature                     Title                        Date

/s/ Jeffrey A. Dachis        President, Chief Executive       November 8, 1999
------------------------     Officer and Director
Jeffrey A. Dachis            (Principal Executive Officer)

/s/ Lawrence P. Begley       Chief Financial Officer          November 8, 1999
------------------------     and Director
Lawrence P. Begley           (Principal Financial and
                             Accounting Officer)

/s/ Craig M. Kanarick        Director                         November 8, 1999
------------------------
Craig M. Kanarick

                                       10
/s/ Per I. G. Bystedt        Director                         November 8, 1999
------------------------
Per I. G. Bystedt

/s/ Jonas S. A. Svensson     Director                         November 8, 1999
------------------------
Jonas S. A. Svensson

/s/ Carter F. Bales           Director                        November 8 1999
------------------------
Carter F. Bales

/s/ Michael Pehl              Director                        November 8, 1999
------------------------
Michael Pehl

/s/ John Wren                 Director                        November 8, 1999
------------------------
John Wren

                                       11
Exhibit Index

Exhibit
Number                     Description

4.1(1)   Certificate of Incorporation of the Registrant

4.2(1)   Form of Certificate of Amendment of Certificate of Incorporation of
         the Registrant effective as of the date hereof upon the merger of
         Registrant's wholly owned subsidiary, Ray Merger Sub, Inc., a Delaware
         corporation, with and into International Integration Incorporated, a
         Delaware corporation

4.3(2)   By-Laws of the Registrant

4.4(2)   Specimen Certificate for shares of Class A Common Stock, $.01 par
         value per share, of the Registrant

5.1      Opinion of Morrison & Foerster LLP

23.1     Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

23.2     Consent of Arthur Andersen LLP

24.1     Power of Attorney (included on the signature page of this
         Registration Statement)
----------
1    Incorporated herein by reference to the Registrant's Registration Statement
     on Form S-4 (Commission File No. 333-87031).
2    Incorporated herein by reference to the Registrant's Registration Statement
     on Form S-1 (Commission File No. 333-71043).