As filed with the Securities and Exchange Commission on August 5, 1999

                                            Registration No. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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


                               GETTY IMAGES, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                             98-0177556
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                               Getty Images, Inc.
                               2101 Fourth Avenue
                                    Suite 500
                            Seattle, Washington 98121
   (Address and telephone number of Registrant's principal executive offices)

                    The art.com, Inc. 1999 Stock Option Plan
                            (Full title of the plan)
                            -------------------------


                               Suzanne Page, Esq.
                               Getty Images, Inc.
                               2101 Fourth Avenue
                                    Suite 500
                            Seattle, Washington 98121
                                  206-695-3400
            (Name, address and telephone number of agent for service)

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

                                   Copies to:
                              William Hinman, Esq.
                               Shearman & Sterling
                              555 California Street
                                   Suite 2000
                         San Francisco, California 94104


                         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           Security (1)       Offering Price (1)         Fee (1)
---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                   <C>                  <C>                   <C>
Common Stock, par value $0.01 per share      275,000               $18.125              $4,984,375            $1,385
===========================================================================================================================
</TABLE>
(1)      Estimated solely for the purpose of calculating the registration fee.
         Such estimate is calculated pursuant to Rules 457(c) and 457(h) under
         the Securities Act of 1933, as amended (the "Securities Act"), based on
         the average bid and asked price of $18.125 on the NASDAQ National
         Market on July 29, 1999, which high and low prices were $18.50 and
         $17.75 respectively.




<PAGE>


                                     Part I

                  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2            Registrant Information and Employee Plan Annual Information.*































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

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (hereinafter, the
     "Securities Act"), and the "Note" to Part I of Form S-8.


<PAGE>


                                        2

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documens filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

         (a)      The Annual Report of the Registrant on Form 10-K for the
                  fiscal year ended December 31, 1998 (as filed with the
                  Commission on March 31, 1999);

         (b)      The Amended Quarterly Report of the Registrant on Form 10-Q/A
                  for the quarter ended March 31, 1999 (as filed with Commission
                  on July 17, 1999);

         (c)      The Quarterly Report of the Registrant on Form 10-Q for the
                  quarter ended March 31, 1999 (as filed with the Commission on
                  May 17, 1999);

         (d)      Amendment No. 5 to the Registrant's Registration Statement on
                  Form S-4 (File No. 333-38777), filed with the Commission on
                  January 7, 1998, which contains a description of the
                  Registrant's shares of Common Stock, par value $0.01 per share
                  (the "Shares") registered under Section 12(g) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") under the heading "Description of Getty Images Capital
                  Stock."

                  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 to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and are a part thereof 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.


<PAGE>


                                        3

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Except to the extent indicated below, there is no charter
provision, by-law, contract, arrangement or statute under which any director or
officer of Getty Images is insured or indemnified in any manner against any
liability which he or she may incur in his or her capacity as such.

                  The Delaware General Corporation Law ("DGCL") provides that a
corporation may, and in certain circumstances must, indemnify its directors,
officers, employees and agents for expenses, judgments or settlements actually
and reasonably incurred by them in connection with suits and other legal actions
or proceedings if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. In such suit or action brought by or on
behalf of the corporation, such indemnification is limited to expenses incurred
in defense or settlement of the suit or action. The DGCL also permits a
corporation to adopt procedures for advancing expenses to directors, officers
and others without the need for a case-by-case determination of eligibility, so
long as, in the case of officers and directors, they undertake to repay the
amounts advanced if it is ultimately determined that the officer or director was
not entitled to be indemnified. The Certificate of Incorporation of Getty Images
and the Bylaws of Getty Images (the "Getty Images By-Laws") contain provisions
for indemnification of directors and officers and for the advancements of
expenses to any officer or director to the fullest extent of the law.

                  The DGCL permits corporations to purchase and maintain
insurance for directors and officers against liabilities for expenses, judgments
or settlements, whether or not the corporation would have the power to indemnify
such persons therefor. The Getty Images Bylaws permit Getty Images to purchase
such insurance.

                  Getty Images has also agreed by contract to indemnify the
directors and certain officers of Getty Images for certain liabilities incurred
by such persons by reason of the fact that such person is a director or officer,
provided that such person was acting in good faith.


<PAGE>


                                        4


Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

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

4.1               Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated herein by reference from the
                  Registrant's registration statement on Form S-4, File No.
                  333-38777, filed with the Commission on October 27, 1997).

4.2               Certificate of Amendment to the Certificate of Incorporation
                  of the Registrant (incorporated herein by reference from the
                  Registrant's report on Form 8-K, File No. 000-23747, filed
                  with the Commission on November 10, 1998).

4.3               Bylaws of the Registrant (incorporated herein by reference
                  from the Registrant's registration statement on Form S-4, File
                  No. 333-38777, filed with the Commission on October 27, 1997).

4.4               art.com, Inc. 1999 Stock Option Plan.

5.1               Opinion of Shearman & Sterling, Counsel to the Registrant, as
                  to the validity of the Shares being registered.

23.1              Consent of Shearman & Sterling (included as part of Exhibit
                  5.1).

23.2              Consent of PricewaterhouseCoopers.

24                Powers of Attorney (included on signature page).

Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously


<PAGE>


                                        5

disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

                  (2) That, for purposes 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; and

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

         (b) The undersigned Registrant hereby further 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 the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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 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>


                                        6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Seattle, Washington, on this 3rd day of August,
1999.

                                            Getty Images, Inc.


                                            By:  /s/ Suzanne L. Page
                                                 -------------------------
                                                 Name: Suzanne Page
                                                 Title:   General Counsel




<PAGE>


                                        7

                               POWERS OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Mark Getty, Suzanne Page and Jonathan Klein his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
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 Securities and Exchange 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 of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the indicated capacities on August 3, 1999.

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

/s/ Mark Getty                        Executive Chairman and Director
--------------------------
Mark Getty

/s/ Mark Torrance                     Non-Executive Vice Chairman and
--------------------------            Director
Mark Torrance

/s/ Jonathan Klein                    Chief Executive Officer and
--------------------------            Director (Principal Executive Officer)
Jonathan Klein

/s/ Christopher J. Roling             Treasurer, Chief Financial Officer and
--------------------------            Secretary (Principal Financial Officer and
Christopher J. Roling                 Principal Accounting Officer)

/s/ Andrew Garb                       Director
--------------------------
Andrew Garb

/s/ Anthony Stone                     Director
--------------------------
Anthony Stone

                                      Director
--------------------------
James Bailey

                                      Director
--------------------------
Manny Fernandez

/s/ Christopher Sporborg              Director
--------------------------
Christopher Sporborg


<PAGE>


                                        8


                                  Exhibit Index


Exhibit No.       Description of Document

4.1               Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated herein by reference from the
                  Registrant's registration statement on Form S-4, File No.
                  333-38777, filed with the Commission on October 27, 1997 ).

4.2               Certificate of Amendment to the Certificate of Incorporation
                  of the Registrant (incorporated herein by reference from the
                  Registrant's report on Form 8-K, File No. 000-23747, filed
                  with the Commission on November 10, 1998).

4.3               Bylaws of the Registrant (incorporated herein by reference
                  from the Registrant's registration statement on Form S-4, File
                  No. 333-38777, filed with the Commission on October 27, 1977).

4.4               art.com, Inc. 1999 Stock Option Plan.

5.1               Opinion of Shearman & Sterling, Counsel to the Registrant, as
                  to the validity of the Shares being registered.

23.1              Consent of Shearman & Sterling (included as part of Exhibit
                  5.1).

23.2              Consent of PricewaterhouseCoopers.

24                Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18499}]
{"company-data": {"conformed-name": "GETTY IMAGES INC", "cik": "0001047202", "assigned-sic": "7389", "irs-number": "980177556", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84581", "film-number": "99678600"}, "business-address": {"street1": "2101 FOURTH AVENUE", "street2": "FIFTH FL", "city": "SEATTLE", "state": "WA", "zip": "98121", "phone": "2066953400"}, "mail-address": {"street1": "2101 FOURTH AVENUE FOURTH AVE", "city": "SEATTLE", "state": "WA", "zip": "98121"}}
As filed with the Securities and Exchange Commission on August 5, 1999

                                            Registration No. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                               GETTY IMAGES, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                             98-0177556
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                               Getty Images, Inc.
                               2101 Fourth Avenue
                                    Suite 500
                            Seattle, Washington 98121
   (Address and telephone number of Registrant's principal executive offices)

                    The art.com, Inc. 1999 Stock Option Plan
                            (Full title of the plan)
                            -------------------------

                               Suzanne Page, Esq.
                               Getty Images, Inc.
                               2101 Fourth Avenue
                                    Suite 500
                            Seattle, Washington 98121
                                  206-695-3400
            (Name, address and telephone number of agent for service)

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

                                   Copies to:
                              William Hinman, Esq.
                               Shearman & Sterling
                              555 California Street
                                   Suite 2000
                         San Francisco, California 94104

                         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           Security (1)       Offering Price (1)         Fee (1)
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share      275,000               $18.125              $4,984,375            $1,385
===========================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee.
         Such estimate is calculated pursuant to Rules 457(c) and 457(h) under
         the Securities Act of 1933, as amended (the "Securities Act"), based on
         the average bid and asked price of $18.125 on the NASDAQ National
         Market on July 29, 1999, which high and low prices were $18.50 and
         $17.75 respectively.
Part I

                  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2            Registrant Information and Employee Plan Annual Information.*

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

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (hereinafter, the
     "Securities Act"), and the "Note" to Part I of Form S-8.
2

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documens filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

         (a)      The Annual Report of the Registrant on Form 10-K for the
                  fiscal year ended December 31, 1998 (as filed with the
                  Commission on March 31, 1999);

         (b)      The Amended Quarterly Report of the Registrant on Form 10-Q/A
                  for the quarter ended March 31, 1999 (as filed with Commission
                  on July 17, 1999);

         (c)      The Quarterly Report of the Registrant on Form 10-Q for the
                  quarter ended March 31, 1999 (as filed with the Commission on
                  May 17, 1999);

         (d)      Amendment No. 5 to the Registrant's Registration Statement on
                  Form S-4 (File No. 333-38777), filed with the Commission on
                  January 7, 1998, which contains a description of the
                  Registrant's shares of Common Stock, par value $0.01 per share
                  (the "Shares") registered under Section 12(g) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") under the heading "Description of Getty Images Capital
                  Stock."

                  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 to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and are a part thereof 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.
3

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Except to the extent indicated below, there is no charter
provision, by-law, contract, arrangement or statute under which any director or
officer of Getty Images is insured or indemnified in any manner against any
liability which he or she may incur in his or her capacity as such.

                  The Delaware General Corporation Law ("DGCL") provides that a
corporation may, and in certain circumstances must, indemnify its directors,
officers, employees and agents for expenses, judgments or settlements actually
and reasonably incurred by them in connection with suits and other legal actions
or proceedings if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. In such suit or action brought by or on
behalf of the corporation, such indemnification is limited to expenses incurred
in defense or settlement of the suit or action. The DGCL also permits a
corporation to adopt procedures for advancing expenses to directors, officers
and others without the need for a case-by-case determination of eligibility, so
long as, in the case of officers and directors, they undertake to repay the
amounts advanced if it is ultimately determined that the officer or director was
not entitled to be indemnified. The Certificate of Incorporation of Getty Images
and the Bylaws of Getty Images (the "Getty Images By-Laws") contain provisions
for indemnification of directors and officers and for the advancements of
expenses to any officer or director to the fullest extent of the law.

                  The DGCL permits corporations to purchase and maintain
insurance for directors and officers against liabilities for expenses, judgments
or settlements, whether or not the corporation would have the power to indemnify
such persons therefor. The Getty Images Bylaws permit Getty Images to purchase
such insurance.

                  Getty Images has also agreed by contract to indemnify the
directors and certain officers of Getty Images for certain liabilities incurred
by such persons by reason of the fact that such person is a director or officer,
provided that such person was acting in good faith.
4

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

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

4.1               Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated herein by reference from the
                  Registrant's registration statement on Form S-4, File No.
                  333-38777, filed with the Commission on October 27, 1997).

4.2               Certificate of Amendment to the Certificate of Incorporation
                  of the Registrant (incorporated herein by reference from the
                  Registrant's report on Form 8-K, File No. 000-23747, filed
                  with the Commission on November 10, 1998).

4.3               Bylaws of the Registrant (incorporated herein by reference
                  from the Registrant's registration statement on Form S-4, File
                  No. 333-38777, filed with the Commission on October 27, 1997).

4.4               art.com, Inc. 1999 Stock Option Plan.

5.1               Opinion of Shearman & Sterling, Counsel to the Registrant, as
                  to the validity of the Shares being registered.

23.1              Consent of Shearman & Sterling (included as part of Exhibit
                  5.1).

23.2              Consent of PricewaterhouseCoopers.

24                Powers of Attorney (included on signature page).

Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously
5

disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

                  (2) That, for purposes 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; and

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

         (b) The undersigned Registrant hereby further 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 the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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 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.
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Seattle, Washington, on this 3rd day of August,
1999.

                                            Getty Images, Inc.

                                            By:  /s/ Suzanne L. Page
                                                 -------------------------
                                                 Name: Suzanne Page
                                                 Title:   General Counsel
7

                               POWERS OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Mark Getty, Suzanne Page and Jonathan Klein his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
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 Securities and Exchange 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 of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the indicated capacities on August 3, 1999.

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

/s/ Mark Getty                        Executive Chairman and Director
--------------------------
Mark Getty

/s/ Mark Torrance                     Non-Executive Vice Chairman and
--------------------------            Director
Mark Torrance

/s/ Jonathan Klein                    Chief Executive Officer and
--------------------------            Director (Principal Executive Officer)
Jonathan Klein

/s/ Christopher J. Roling             Treasurer, Chief Financial Officer and
--------------------------            Secretary (Principal Financial Officer and
Christopher J. Roling                 Principal Accounting Officer)

/s/ Andrew Garb                       Director
--------------------------
Andrew Garb

/s/ Anthony Stone                     Director
--------------------------
Anthony Stone

                                      Director
--------------------------
James Bailey

                                      Director
--------------------------
Manny Fernandez

/s/ Christopher Sporborg              Director
--------------------------
Christopher Sporborg
8

                                  Exhibit Index

Exhibit No.       Description of Document

4.1               Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated herein by reference from the
                  Registrant's registration statement on Form S-4, File No.
                  333-38777, filed with the Commission on October 27, 1997 ).

4.2               Certificate of Amendment to the Certificate of Incorporation
                  of the Registrant (incorporated herein by reference from the
                  Registrant's report on Form 8-K, File No. 000-23747, filed
                  with the Commission on November 10, 1998).

4.3               Bylaws of the Registrant (incorporated herein by reference
                  from the Registrant's registration statement on Form S-4, File
                  No. 333-38777, filed with the Commission on October 27, 1977).

4.4               art.com, Inc. 1999 Stock Option Plan.

5.1               Opinion of Shearman & Sterling, Counsel to the Registrant, as
                  to the validity of the Shares being registered.

23.1              Consent of Shearman & Sterling (included as part of Exhibit
                  5.1).

23.2              Consent of PricewaterhouseCoopers.

24                Powers of Attorney (included on signature page).