As filed with the Securities and Exchange Commission on November 22, 1999.
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

                                  ENTRADE INC.
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Pennsylvania                                      52-215-3008
           ------------                                      -----------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)

          500 Central Avenue
         Northfield, Illinois                                   60093
  --------------------------------------                       --------
 (Address of Principal Executive Offices)                     (Zip Code)

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

                                  ENTRADE INC.
               1999 Stock Option Plan for Non-Executive Employees
          Nonqualified Stock Option Agreement for Corey P. Schlossmann
                            (Full title of the plans)
                              --------------------

            Mark F. Santacrose, President and Chief Executive Officer

                                  Entrade Inc.
                               500 Central Avenue
                           Northfield, Illinois 60093
                     (Name and address of agent for service)

                                 (847) 441-6650
                     (Telephone number, including area code,
                              of agent for service)
                              --------------------

                                   Copies to:
                            John W. Kauffman, Esquire
                          Duane, Morris & Heckscher LLP
                             4200 One Liberty Place
                           Philadelphia, PA 19103-7396


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                      Proposed               Proposed
 Title of securities         Amount to be         maximum offering       maximum aggregate          Amount of
  to be registered           registered(1)         price per share       offering price(2)      registration fee
--------------------------------------------------------------------------------------------------------------------

<S>                             <C>                          <C>              <C>                        <C>
    Common Stock,               1,200,000                    (2)              $16,151,250.13             $4,491
    no par value
====================================================================================================================

</TABLE>


<PAGE>



(1)   In addition,  this registration  statement (the "Registration  Statement")
      also  registers  such  additional  shares as may be  required to be issued
      under  the  plans  listed  above  (the  "Plans")  in the  event of a stock
      dividend, reverse stock split, split-up, reclassification or other similar
      events.

(2)   Estimated solely for the purpose of calculating the registration fee based
      on (i) the per share  average  exercise  price of $9.653  with  respect to
      options to  purchase  836,500  shares of Common  Stock that are  currently
      outstanding  and (ii) the average of the high and low sales  prices of the
      Company's  Common  Stock on the New York Stock  Exchange on  November  19,
      1999, or $22.21875 per share, with respect to 363,500 shares  reserved for
      issuance under the Plans.















































                                      II-2
<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The Rule 424(b)(3) Proxy Statement/Prospectus filed by Entrade Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
on August  20,  1999 in  connection  with the  Company's  Form S-4  registration
statement  (No.  333-79175)  that was declared  effective by the  Commission  on
August 18, 1999 (the "Form S-4 Registration Statement") under the Securities Act
of 1933 (the "Securities Act").

         (b) The  Company's  Form  8-A  registration  statement  as filed by the
Company with the  Commission on September  15, 1999 (the "Form 8-A  Registration
Statement")  under  Section 12 of the  Securities  and Exchange Act of 1934 (the
"Exchange Act").

         (c) The Company's  Form 8-K Current Report as filed by the Company with
the Commission on October 6, 1999.

         (d) The Company's  Form 8-K Current Report as filed by the Company with
the Commission on October 28, 1999.

         (e) The Company's  Form 10-Q  Quarterly  Report as filed by the Company
with the Commission on November 15, 1999.

         (e) The  description of the Company's  Common Stock set forth in Item 1
of the Form 8-A Registration Statement.

         All reports or other  documents  filed  pursuant to Sections 13, 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement,
in each  case  filed by the  Company  prior to the  filing  of a  post-effective
amendment  that  indicates  that all  securities  offered have been sold or that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  herein by  reference
shall  be  deemed  to be  modified  or  superseded  for  the  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
herein by reference,  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.






                                      II-3
<PAGE>


Item 4.  Description of Securities.

         No answer to this item is required  because the class of  securities to
be offered is registered under Section 12(b) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The  consolidated  balance sheet of the Company as of February 23, 1999
(inception) has been  incorporated by reference herein and in this  Registration
Statement  in  reliance   upon  the  reports  of   PricewaterhouseCoopers   LLP,
independent  accountants,   incorporated  by  reference  herein,  and  upon  the
authority of said firm as experts in accounting and auditing.

         The consolidated  financial  statements of Artra Group Incorporated and
its subsidiaries at December 31, 1998 and 1997, and for each of the years in the
period ended December 31, 1998 have been incorporated by reference herein and in
this    Registration    Statement    in    reliance    upon   the   reports   of
PricewaterhouseCoopers  LLP, independent accountants,  incorporated by reference
herein,  and upon the  authority  of said  firm as  experts  in  accounting  and
auditing.

         The validity of the  issuance of the shares of Common Stock  registered
hereby has been passed upon for the  Company by Duane,  Morris & Heckscher  LLP,
Philadelphia, Pennsylvania.

Item 6.  Indemnification of Directors and Officers.

         As  permitted  by the  provisions  for  indemnification  of  directors,
officers, employees and agents in the Pennsylvania Business Corporation Law (the
ABCL@),  which  applies  to  the  Company,  the  Company=s  Bylaws  provide  for
indemnification  of directors,  officers,  employees and agents for all expenses
(including without limitation attorney=s fees, judgments, fines and amounts paid
in settlement) reasonably incurred by such person in any threatened,  pending or
completed action,  suit or proceeding  (including  without limitation an action,
suit or proceeding by or in the right of the Company),  whether civil, criminal,
administrative or investigative, unless the act or failure to act giving rise to
the claim  for  indemnification  is  determined  by a court to have  constituted
willful misconduct or recklessness. The right to indemnification provided in the
Company=s Bylaws includes the right to have the expenses incurred by such person
in  defending  any  proceeding  paid by the  Company  in  advance  of the  final
disposition of the proceeding to the fullest  extent  permitted by  Pennsylvania
law; provided that, if Pennsylvania law continues so to require,  the payment of
such expenses  incurred by such person in advance of the final  disposition of a
proceeding may be made only upon receipt of the Company of an undertaking, by or
on behalf of such person,  to repay all amounts so advanced if it is  ultimately
determined  that  such  person  is not  entitled  to be  indemnified  under  the
Company=s Bylaws or otherwise.  Indemnification  under such provisions continues
as to a person who has ceased to be a  director,  officer,  employee or agent of
the  Company  and  inures to the  benefit  of his or her  heirs,  executors  and
administrators.

         As  permitted  by the BCL,  the  Company's  By-laws also provide that a
director of the Company shall not be personally  liable,  as such,  for monetary
damages  for any action  taken  unless the  director  has  breached or failed to
perform the duties of his office  under the bylaws and the BCL and the breach or






                                      II-4
<PAGE>

failure to perform constitutes self-dealing, willful misconduct or recklessness.
This limitation of liability does not apply to the  responsibility  or liability
of a director  pursuant to any criminal  statute or the  liability of a director
for payment of taxes pursuant to local, state or federal law.

         The Company provides liability  insurance for each director and officer
for certain losses arising from claims or charges made against them while acting
in their  capacities  as directors or officers of the Company up to an aggregate
of $7,000,000 inclusive of defense costs, expenses and charges.

Item 7.  Exemption from Registration Claimed.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

Item 8.  Exhibits.

Exhibit No.    Description of Exhibit
-----------    ----------------------

     4.1       The   Company's   1999   Nonqualified   Stock   Option  Plan  for
               Non-Executive Officer Employees. (Filed herewith.)

     4.2       Nonqualified  Stock Option Agreement dated as of October 15, 1999
               between  the Company  and Corey P.  Schlossmann.  (Filed with the
               Commission  on October 28, 1999 as Exhibit 10.6 to Form 8-K dated
               October 19, 1999.)

     5         Opinion of Duane, Morris & Heckscher LLP. (Filed herewith.)

     23.1      Consent  of Duane,  Morris &  Heckscher  LLP  (included  in their
               opinion filed as Exhibit 5).

     23.2      Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

     23.3      Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

     24        Power of Attorney (see page II-8 of this Registration Statement).

Item 9.  Undertakings.

         The registrant hereby undertakes:

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





                                      II-5
<PAGE>



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

               (ii) To reflect  in any  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
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 is  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 a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement;

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

         Provided, however, that paragraphs (a)(i) and (a)(ii) of this Item 9 do
not apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3,
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 the Registration Statement.

         (b) That, for the purpose of determining  any liability  under the 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  offer
thereof; and

         (c) 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.

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the 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 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.

         The undersigned  registrant hereby further  undertakes that, insofar as
indemnification  for  liabilities  arising  under  the Act may be  permitted  to
directors,  officers and controlling  persons of the registrant,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.









                                      II-6
<PAGE>

In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



















































                                      II-7
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Northfield, Illinois on November 22, 1999.


                                        ENTRADE  INC.


                                        By: /s/ Mark F. Santacrose
                                            ------------------------------------
                                            Mark F. Santacrose, President and
                                            Chief Executive Officer

         Know  all men by these  presents,  that  each  person  whose  signature
appears below constitutes and appoints Mark F. Santacrose, as such person's true
and lawful attorney-in-fact and agent, with full power of substitution, for such
person, and in such person's name, place and stead, in any and all capacities to
sign any or all  amendments or  post-effective  amendments to this  Registration
Statement,  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 such person might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or any of his 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 capacities and on the date indicated.


Signature                      Title                               Date
---------                      -----                               ----



/s/ John Harvey                Chairman of the Board          November 22,  1999
-----------------------        of Directors and a
John Harvey                    Director


/s/ Peter R.  Harvey           Vice Chairman of the           November 22,  1999
-----------------------        Board of Directors,
Peter R. Harvey                Chairman of the Executive
                               Committee and a
                               Director












                                      II-8
<PAGE>




/s/ Mark F. Santacrose         President, Chief Executive     November 22,  1999
--------------------------     Officer and a Director
Mark F. Santacrose


/s/ John G. Hamm               Vice President, Treasurer
--------------------------     and Chief Financial Officer    November 22,  1999
John G. Hamm


/s/ Lawrence D. Levin          Controller and Chief          November 22,  1999
--------------------------     Accounting Officer
Lawrence D. Levin


/s/ Gerard M. Kenny            Director                       November 22,  1999
--------------------------
Gerard M. Kenny


/s/ Edward A. Celano           Director                       November 22,  1999
--------------------------
Edward A. Celano


/s/Howard R. Conant            Director                       November 22,  1999
--------------------------
Howard R. Conant


/s/ Robert L. Johnson          Director                       November 22,  1999
--------------------------
Robert L. Johnson


/s/ Robert D. Kohn             President of entrade.com       November 22,  1999
--------------------------     and a Director
Robert D. Kohn


/s/ Maynard K. Louis           Director                       November 22,  1999
--------------------------
Maynard K. Louis


/s/ Corey P. Schlossmann       Director                       November 22,  1999
--------------------------
Corey P. Schlossmann


/s/ John K. Tull               Director                       November 22,  1999
--------------------------
John K. Tull



                                      II-9
<PAGE>



                                  EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)


Exhibit No.      Exhibit Description
-----------      -------------------

     4.1       The   Company's   1999   Nonqualified   Stock   Option  Plan  for
               Non-Executive Officer Employees. (Filed herewith.)

     4.2       Nonqualified  Stock Option Agreement dated as of October 15, 1999
               between  the Company  and Corey P.  Schlossmann.  (Filed with the
               Commission  on October 28, 1999 as Exhibit 10.6 to Form 8-K dated
               October 19, 1999.)

     5         Opinion of Duane, Morris & Heckscher LLP. (Filed herewith.)

     23.1      Consent  of Duane,  Morris &  Heckscher  LLP  (included  in their
               opinion filed as Exhibit 5).

     23.2      Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

     23.3      Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

     24        Power of Attorney (see page II-8 of this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21993}]
{"company-data": {"conformed-name": "ENTRADE INC", "cik": "0000897265", "assigned-sic": "2670", "irs-number": "522153008", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91409", "film-number": "99762018"}, "business-address": {"street1": "500 CENTRAL AVENUE", "city": "NORTHFIELD", "state": "IL", "zip": "60093", "phone": "8474416650"}, "former-company": {"former-conformed-name": "NA ACQUISITION CORP", "date-changed": "19990317"}}
As filed with the Securities and Exchange Commission on November 22, 1999.
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

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

                                  ENTRADE INC.
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Pennsylvania                                      52-215-3008
           ------------                                      -----------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)

          500 Central Avenue
         Northfield, Illinois                                   60093
  --------------------------------------                       --------
 (Address of Principal Executive Offices)                     (Zip Code)

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

                                  ENTRADE INC.
               1999 Stock Option Plan for Non-Executive Employees
          Nonqualified Stock Option Agreement for Corey P. Schlossmann
                            (Full title of the plans)
                              --------------------

            Mark F. Santacrose, President and Chief Executive Officer

                                  Entrade Inc.
                               500 Central Avenue
                           Northfield, Illinois 60093
                     (Name and address of agent for service)

                                 (847) 441-6650
                     (Telephone number, including area code,
                              of agent for service)
                              --------------------

                                   Copies to:
                            John W. Kauffman, Esquire
                          Duane, Morris & Heckscher LLP
                             4200 One Liberty Place
                           Philadelphia, PA 19103-7396

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                      Proposed               Proposed
 Title of securities         Amount to be         maximum offering       maximum aggregate          Amount of
  to be registered           registered(1)         price per share       offering price(2)      registration fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,               1,200,000                    (2)              $16,151,250.13             $4,491
    no par value
====================================================================================================================
(1)   In addition,  this registration  statement (the "Registration  Statement")
      also  registers  such  additional  shares as may be  required to be issued
      under  the  plans  listed  above  (the  "Plans")  in the  event of a stock
      dividend, reverse stock split, split-up, reclassification or other similar
      events.

(2)   Estimated solely for the purpose of calculating the registration fee based
      on (i) the per share  average  exercise  price of $9.653  with  respect to
      options to  purchase  836,500  shares of Common  Stock that are  currently
      outstanding  and (ii) the average of the high and low sales  prices of the
      Company's  Common  Stock on the New York Stock  Exchange on  November  19,
      1999, or $22.21875 per share, with respect to 363,500 shares  reserved for
      issuance under the Plans.

                                      II-2
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The Rule 424(b)(3) Proxy Statement/Prospectus filed by Entrade Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
on August  20,  1999 in  connection  with the  Company's  Form S-4  registration
statement  (No.  333-79175)  that was declared  effective by the  Commission  on
August 18, 1999 (the "Form S-4 Registration Statement") under the Securities Act
of 1933 (the "Securities Act").

         (b) The  Company's  Form  8-A  registration  statement  as filed by the
Company with the  Commission on September  15, 1999 (the "Form 8-A  Registration
Statement")  under  Section 12 of the  Securities  and Exchange Act of 1934 (the
"Exchange Act").

         (c) The Company's  Form 8-K Current Report as filed by the Company with
the Commission on October 6, 1999.

         (d) The Company's  Form 8-K Current Report as filed by the Company with
the Commission on October 28, 1999.

         (e) The Company's  Form 10-Q  Quarterly  Report as filed by the Company
with the Commission on November 15, 1999.

         (e) The  description of the Company's  Common Stock set forth in Item 1
of the Form 8-A Registration Statement.

         All reports or other  documents  filed  pursuant to Sections 13, 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement,
in each  case  filed by the  Company  prior to the  filing  of a  post-effective
amendment  that  indicates  that all  securities  offered have been sold or that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  herein by  reference
shall  be  deemed  to be  modified  or  superseded  for  the  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
herein by reference,  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                      II-3
Item 4.  Description of Securities.

         No answer to this item is required  because the class of  securities to
be offered is registered under Section 12(b) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The  consolidated  balance sheet of the Company as of February 23, 1999
(inception) has been  incorporated by reference herein and in this  Registration
Statement  in  reliance   upon  the  reports  of   PricewaterhouseCoopers   LLP,
independent  accountants,   incorporated  by  reference  herein,  and  upon  the
authority of said firm as experts in accounting and auditing.

         The consolidated  financial  statements of Artra Group Incorporated and
its subsidiaries at December 31, 1998 and 1997, and for each of the years in the
period ended December 31, 1998 have been incorporated by reference herein and in
this    Registration    Statement    in    reliance    upon   the   reports   of
PricewaterhouseCoopers  LLP, independent accountants,  incorporated by reference
herein,  and upon the  authority  of said  firm as  experts  in  accounting  and
auditing.

         The validity of the  issuance of the shares of Common Stock  registered
hereby has been passed upon for the  Company by Duane,  Morris & Heckscher  LLP,
Philadelphia, Pennsylvania.

Item 6.  Indemnification of Directors and Officers.

         As  permitted  by the  provisions  for  indemnification  of  directors,
officers, employees and agents in the Pennsylvania Business Corporation Law (the
ABCL@),  which  applies  to  the  Company,  the  Company=s  Bylaws  provide  for
indemnification  of directors,  officers,  employees and agents for all expenses
(including without limitation attorney=s fees, judgments, fines and amounts paid
in settlement) reasonably incurred by such person in any threatened,  pending or
completed action,  suit or proceeding  (including  without limitation an action,
suit or proceeding by or in the right of the Company),  whether civil, criminal,
administrative or investigative, unless the act or failure to act giving rise to
the claim  for  indemnification  is  determined  by a court to have  constituted
willful misconduct or recklessness. The right to indemnification provided in the
Company=s Bylaws includes the right to have the expenses incurred by such person
in  defending  any  proceeding  paid by the  Company  in  advance  of the  final
disposition of the proceeding to the fullest  extent  permitted by  Pennsylvania
law; provided that, if Pennsylvania law continues so to require,  the payment of
such expenses  incurred by such person in advance of the final  disposition of a
proceeding may be made only upon receipt of the Company of an undertaking, by or
on behalf of such person,  to repay all amounts so advanced if it is  ultimately
determined  that  such  person  is not  entitled  to be  indemnified  under  the
Company=s Bylaws or otherwise.  Indemnification  under such provisions continues
as to a person who has ceased to be a  director,  officer,  employee or agent of
the  Company  and  inures to the  benefit  of his or her  heirs,  executors  and
administrators.

         As  permitted  by the BCL,  the  Company's  By-laws also provide that a
director of the Company shall not be personally  liable,  as such,  for monetary
damages  for any action  taken  unless the  director  has  breached or failed to
perform the duties of his office  under the bylaws and the BCL and the breach or

                                      II-4
failure to perform constitutes self-dealing, willful misconduct or recklessness.
This limitation of liability does not apply to the  responsibility  or liability
of a director  pursuant to any criminal  statute or the  liability of a director
for payment of taxes pursuant to local, state or federal law.

         The Company provides liability  insurance for each director and officer
for certain losses arising from claims or charges made against them while acting
in their  capacities  as directors or officers of the Company up to an aggregate
of $7,000,000 inclusive of defense costs, expenses and charges.

Item 7.  Exemption from Registration Claimed.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

Item 8.  Exhibits.

Exhibit No.    Description of Exhibit
-----------    ----------------------

     4.1       The   Company's   1999   Nonqualified   Stock   Option  Plan  for
               Non-Executive Officer Employees. (Filed herewith.)

     4.2       Nonqualified  Stock Option Agreement dated as of October 15, 1999
               between  the Company  and Corey P.  Schlossmann.  (Filed with the
               Commission  on October 28, 1999 as Exhibit 10.6 to Form 8-K dated
               October 19, 1999.)

     5         Opinion of Duane, Morris & Heckscher LLP. (Filed herewith.)

     23.1      Consent  of Duane,  Morris &  Heckscher  LLP  (included  in their
               opinion filed as Exhibit 5).

     23.2      Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

     23.3      Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

     24        Power of Attorney (see page II-8 of this Registration Statement).

Item 9.  Undertakings.

         The registrant hereby undertakes:

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

                                      II-5
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");

               (ii) To reflect  in any  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
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 is  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 a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement;

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

         Provided, however, that paragraphs (a)(i) and (a)(ii) of this Item 9 do
not apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3,
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 the Registration Statement.

         (b) That, for the purpose of determining  any liability  under the 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  offer
thereof; and

         (c) 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.

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the 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 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.

         The undersigned  registrant hereby further  undertakes that, insofar as
indemnification  for  liabilities  arising  under  the Act may be  permitted  to
directors,  officers and controlling  persons of the registrant,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.

                                      II-6
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-7
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Northfield, Illinois on November 22, 1999.

                                        ENTRADE  INC.

                                        By: /s/ Mark F. Santacrose
                                            ------------------------------------
                                            Mark F. Santacrose, President and
                                            Chief Executive Officer

         Know  all men by these  presents,  that  each  person  whose  signature
appears below constitutes and appoints Mark F. Santacrose, as such person's true
and lawful attorney-in-fact and agent, with full power of substitution, for such
person, and in such person's name, place and stead, in any and all capacities to
sign any or all  amendments or  post-effective  amendments to this  Registration
Statement,  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 such person might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or any of his 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 capacities and on the date indicated.

Signature                      Title                               Date
---------                      -----                               ----

/s/ John Harvey                Chairman of the Board          November 22,  1999
-----------------------        of Directors and a
John Harvey                    Director

/s/ Peter R.  Harvey           Vice Chairman of the           November 22,  1999
-----------------------        Board of Directors,
Peter R. Harvey                Chairman of the Executive
                               Committee and a
                               Director

                                      II-8
/s/ Mark F. Santacrose         President, Chief Executive     November 22,  1999
--------------------------     Officer and a Director
Mark F. Santacrose

/s/ John G. Hamm               Vice President, Treasurer
--------------------------     and Chief Financial Officer    November 22,  1999
John G. Hamm

/s/ Lawrence D. Levin          Controller and Chief          November 22,  1999
--------------------------     Accounting Officer
Lawrence D. Levin

/s/ Gerard M. Kenny            Director                       November 22,  1999
--------------------------
Gerard M. Kenny

/s/ Edward A. Celano           Director                       November 22,  1999
--------------------------
Edward A. Celano

/s/Howard R. Conant            Director                       November 22,  1999
--------------------------
Howard R. Conant

/s/ Robert L. Johnson          Director                       November 22,  1999
--------------------------
Robert L. Johnson

/s/ Robert D. Kohn             President of entrade.com       November 22,  1999
--------------------------     and a Director
Robert D. Kohn

/s/ Maynard K. Louis           Director                       November 22,  1999
--------------------------
Maynard K. Louis

/s/ Corey P. Schlossmann       Director                       November 22,  1999
--------------------------
Corey P. Schlossmann

/s/ John K. Tull               Director                       November 22,  1999
--------------------------
John K. Tull

                                      II-9
EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)

Exhibit No.      Exhibit Description
-----------      -------------------

     4.1       The   Company's   1999   Nonqualified   Stock   Option  Plan  for
               Non-Executive Officer Employees. (Filed herewith.)

     4.2       Nonqualified  Stock Option Agreement dated as of October 15, 1999
               between  the Company  and Corey P.  Schlossmann.  (Filed with the
               Commission  on October 28, 1999 as Exhibit 10.6 to Form 8-K dated
               October 19, 1999.)

     5         Opinion of Duane, Morris & Heckscher LLP. (Filed herewith.)

     23.1      Consent  of Duane,  Morris &  Heckscher  LLP  (included  in their
               opinion filed as Exhibit 5).

     23.2      Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

     23.3      Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

     24        Power of Attorney (see page II-8 of this Registration Statement).