<PAGE>

   As filed with the Securities and Exchange Commission on December 17, 1999

                                                           Registration No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


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

                Delaware                                   33-0775328
        (State of Other Jurisdiction                    (I.R.S. Employer
        of Incorporation of Organization)               Identification No.)

                     8550 West Bryn Mawr Avenue, Suite 200
                         Chicago, Illinois 60631-3203
                   (Address of Principal Executive Offices)

   Nonqualified Stock Option Agreement between uBid, Inc. and Kenneth Dotson

                             (Full Title of Plan)
                ______________________________________________

                               Gregory K. Jones
                              President and Chief
                               Executive Officer
                                  uBid, Inc.
                      8550 W. Bryn Mawr Avenue, Suite 200
                         Chicago, Illinois 60631-3203
                    (Name and Address of Agent for Service)

                                (773) 272-5000
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                         Robert M. Mattson, Jr., Esq.
                            Morrison & Foerster LLP
                           19900 MacArthur Boulevard
                           Irvine, California 92612
                                (949) 251-7500
              __________________________________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================
                                                               Proposed
                           Amount          Maximum             Maximum            Amount of
 Title of Securities       to be        Offering Price     Aggregate offering    Registration
  to be Registered       Registered      Per Share(1)           Price(1)             Fee
---------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                <C>                  <C>
Common Stock, $.001
par value per share    180,000 shares      $37.00             $6,660,000           $1,759
=============================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(h) under the Securities Act, the proposed maximum
    offering price per share and the proposed maximum aggregate offering price
    have been determined on the basis of the exercise price of options granted
    pursuant to the Nonqualified Stock Option Agreement between the Registrant
    and the individual named above.

    In addition, pursuant to Rule 416(c) under the Securities Act, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plans described herein.

================================================================================
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428 (b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein:

   (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which includes audited financial statements for the
Registrant's latest fiscal year.

   (b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the audited financial statements described in (a)
above.

   (c) The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A filed November 30, 1998 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

    All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing
of a post-effective amendment 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       1
<PAGE>

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

       Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation, a
"derivative action") 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, if they had no reasonable
cause to believe their conduct was unlawful. A similar standard is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such actions, and the statute requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

       The Registrant's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that the Registrant will indemnify its
directors and officers, and may indemnify any of its employees and agents, to
the fullest extent permitted by Delaware law. The Registrant is generally
required to indemnify its directors and officers for all judgments, fines,
penalties, settlements, legal fees and other expenses incurred in connection
with pending, threatened or completed legal proceedings because of the
director's or officer's position with the Registrant or another entity that the
director or officer serves at the Registrant's request, subject to certain
conditions on advance funds to its directors and officers to enable them to
defend against such proceedings.

       The DGCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payments of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

       The Amended and Restated Certificate of Incorporation contains a
provision that is designed to limit the director's liability to the extent
permitted by the DGCL and any amendments thereto. Specifically, directors will
not be personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability as a result of:
(i) any breach of the duty of loyalty to the Registrant or its stockholders;
(ii)

                                       2
<PAGE>

actions or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) payment of an improper dividend or improper
repurchase of the Registrant's stock under Section 174 of the DGCL; or (iv)
actions or omissions pursuant to which the director derived an improper personal
benefit. The principal effect of the limitation of liability provision is that a
stockholder is unable to prosecute an action for monetary damages against a
director of the Company unless the stockholder can demonstrate one of the
specified bases for liability. The provision, however, does not eliminate or
limit director liability arising in connection with causes of action brought
under the federal securities laws. The Amended and Restated Certificate of
Incorporation does not eliminate a director's duty of care.

       The Company has entered into indemnification agreements with its
directors and executive officers that provide the maximum indemnity available to
directors and officers under Section 145 of the Delaware General Corporation Law
and its bylaws, as well as certain additional procedural protections. These
indemnity agreements provide generally that the Company will advance expenses
incurred by directors and executive officers in any action or proceeding as to
which they may be indemnified, and require the Company to indemnify these
individuals to the fullest extent permitted by law.

       The Separation and Distribution Agreement by and between the Company and
Creative Computers, Inc. ("Creative") dated as of December 7, 1999, as amended,
provides for indemnification by the Registrant of Creative and its directors,
officers and employees for certain liabilities, including liabilities under the
Securities Act.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1   Form of Notice of Stock Option Grant and Nonqualified Stock Option
           Agreement between the Registrant and Kenneth Dotson

     5.1   Opinion of Morrison & Foerster LLP

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

     23.2  Consent of Ernst & Young LLP

     24.1  Power of Attorney (See 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, a
post-effective amendment to this Registration Statement:

                                       3
<PAGE>

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this
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 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

   (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 the initial bona
fide offering thereof.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred by a
director, officer or controlling person of the Registrant in the successful
defense or any action, suit or proceeding) is

                                       4
<PAGE>

asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       5
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act, uBid, Inc. 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
Chicago, State of Illinois, on December 15, 1999.

                                     UBID, INC.


                                     By:/s/ Gregory K. Jones
                                     ------------------------------------
                                        Gregory K. Jones
                                        President and Chief Executive Officer


                               POWER OF ATTORNEY

   Each person whose signature appears below constitutes and appoints Gregory K.
Jones and Thomas E. Werner, and each of them, as attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.


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

<TABLE>
<CAPTION>
          Signature                                       Title                                          Date
          ---------                                       -----                                          -----
<S>                                  <C>                                                           <C>
/s/ Gregory K. Jones                 Chairman of the Board of Directors, President and Chief       December 15, 1999
------------------------------
Gregory K. Jones                     Executive Officer (Principal Executive Officer)

/s/ Thomas E. Werner                 Chief Financial Officer (Principal Financial and              December 14, 1999
------------------------------
Thomas E. Werner                     Accounting Officer)

/s/ Mark C. Layton                   Director                                                      December 16, 1999
------------------------------
Mark C. Layton

/s/ Allen Lenzmeier                  Director                                                      December 15, 1999
------------------------------
Allen Lenzmeier

/s/ Howard A. Tullman                Director                                                      December 14, 1999
------------------------------
Howard A. Tullman
</TABLE>
                                       6
<PAGE>

<TABLE>
<S>                                  <C>                                                           <C>
                                     Director
------------------------------
Norman H. Wesley

/s/ Russell I. Pillar                Director                                                      December 14, 1999
------------------------------
Russell I. Pillar
</TABLE>

                                       7
<PAGE>

                                 EXHIBIT INDEX


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



  4.1    Form of Notice of Stock Option Grant and Nonqualified Stock Option
         Agreement between the Registrant and Kenneth Dotson

  5.1    Opinion of Morrison & Foerster LLP

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

  23.2   Consent of Ernst & Young LLP

  24.1   Power of Attorney (See signature page)

                                       8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20638}]
{"company-data": {"conformed-name": "UBID INC", "cik": "0001064710", "assigned-sic": "5961", "irs-number": "330775328", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93025", "film-number": "99776893"}, "business-address": {"street1": "2525 BUSSE RD", "city": "ELK GROVE VILLAGE", "state": "IL", "zip": "60007", "phone": "8478605000"}, "mail-address": {"street1": "2525 BUSSE RD", "city": "ELK GROVE VILLAGE", "state": "IL", "zip": "60007"}}
As filed with the Securities and Exchange Commission on December 17, 1999

                                                           Registration No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                Delaware                                   33-0775328
        (State of Other Jurisdiction                    (I.R.S. Employer
        of Incorporation of Organization)               Identification No.)

                     8550 West Bryn Mawr Avenue, Suite 200
                         Chicago, Illinois 60631-3203
                   (Address of Principal Executive Offices)

   Nonqualified Stock Option Agreement between uBid, Inc. and Kenneth Dotson

                             (Full Title of Plan)
                ______________________________________________

                               Gregory K. Jones
                              President and Chief
                               Executive Officer
                                  uBid, Inc.
                      8550 W. Bryn Mawr Avenue, Suite 200
                         Chicago, Illinois 60631-3203
                    (Name and Address of Agent for Service)

                                (773) 272-5000
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                         Robert M. Mattson, Jr., Esq.
                            Morrison & Foerster LLP
                           19900 MacArthur Boulevard
                           Irvine, California 92612
                                (949) 251-7500
              __________________________________________________

                        CALCULATION OF REGISTRATION FEE
=============================================================================================
                                                               Proposed
                           Amount          Maximum             Maximum            Amount of
 Title of Securities       to be        Offering Price     Aggregate offering    Registration
  to be Registered       Registered      Per Share(1)           Price(1)             Fee
---------------------------------------------------------------------------------------------
Common Stock, $.001
par value per share    180,000 shares      $37.00             $6,660,000           $1,759
=============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(h) under the Securities Act, the proposed maximum
    offering price per share and the proposed maximum aggregate offering price
    have been determined on the basis of the exercise price of options granted
    pursuant to the Nonqualified Stock Option Agreement between the Registrant
    and the individual named above.

    In addition, pursuant to Rule 416(c) under the Securities Act, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plans described herein.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428 (b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein:

   (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which includes audited financial statements for the
Registrant's latest fiscal year.

   (b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the audited financial statements described in (a)
above.

   (c) The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A filed November 30, 1998 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

    All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing
of a post-effective amendment 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       1
Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

       Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation, a
"derivative action") 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, if they had no reasonable
cause to believe their conduct was unlawful. A similar standard is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such actions, and the statute requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

       The Registrant's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that the Registrant will indemnify its
directors and officers, and may indemnify any of its employees and agents, to
the fullest extent permitted by Delaware law. The Registrant is generally
required to indemnify its directors and officers for all judgments, fines,
penalties, settlements, legal fees and other expenses incurred in connection
with pending, threatened or completed legal proceedings because of the
director's or officer's position with the Registrant or another entity that the
director or officer serves at the Registrant's request, subject to certain
conditions on advance funds to its directors and officers to enable them to
defend against such proceedings.

       The DGCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payments of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

       The Amended and Restated Certificate of Incorporation contains a
provision that is designed to limit the director's liability to the extent
permitted by the DGCL and any amendments thereto. Specifically, directors will
not be personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability as a result of:
(i) any breach of the duty of loyalty to the Registrant or its stockholders;
(ii)

                                       2
actions or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) payment of an improper dividend or improper
repurchase of the Registrant's stock under Section 174 of the DGCL; or (iv)
actions or omissions pursuant to which the director derived an improper personal
benefit. The principal effect of the limitation of liability provision is that a
stockholder is unable to prosecute an action for monetary damages against a
director of the Company unless the stockholder can demonstrate one of the
specified bases for liability. The provision, however, does not eliminate or
limit director liability arising in connection with causes of action brought
under the federal securities laws. The Amended and Restated Certificate of
Incorporation does not eliminate a director's duty of care.

       The Company has entered into indemnification agreements with its
directors and executive officers that provide the maximum indemnity available to
directors and officers under Section 145 of the Delaware General Corporation Law
and its bylaws, as well as certain additional procedural protections. These
indemnity agreements provide generally that the Company will advance expenses
incurred by directors and executive officers in any action or proceeding as to
which they may be indemnified, and require the Company to indemnify these
individuals to the fullest extent permitted by law.

       The Separation and Distribution Agreement by and between the Company and
Creative Computers, Inc. ("Creative") dated as of December 7, 1999, as amended,
provides for indemnification by the Registrant of Creative and its directors,
officers and employees for certain liabilities, including liabilities under the
Securities Act.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1   Form of Notice of Stock Option Grant and Nonqualified Stock Option
           Agreement between the Registrant and Kenneth Dotson

     5.1   Opinion of Morrison & Foerster LLP

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

     23.2  Consent of Ernst & Young LLP

     24.1  Power of Attorney (See 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, a
post-effective amendment to this Registration Statement:

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this
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 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

   (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 the initial bona
fide offering thereof.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred by a
director, officer or controlling person of the Registrant in the successful
defense or any action, suit or proceeding) is

                                       4
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       5
SIGNATURES

   Pursuant to the requirements of the Securities Act, uBid, Inc. 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
Chicago, State of Illinois, on December 15, 1999.

                                     UBID, INC.

                                     By:/s/ Gregory K. Jones
                                     ------------------------------------
                                        Gregory K. Jones
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below constitutes and appoints Gregory K.
Jones and Thomas E. Werner, and each of them, as attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                                       Title                                          Date
          ---------                                       -----                                          -----
/s/ Gregory K. Jones                 Chairman of the Board of Directors, President and Chief       December 15, 1999
------------------------------
Gregory K. Jones                     Executive Officer (Principal Executive Officer)

/s/ Thomas E. Werner                 Chief Financial Officer (Principal Financial and              December 14, 1999
------------------------------
Thomas E. Werner                     Accounting Officer)

/s/ Mark C. Layton                   Director                                                      December 16, 1999
------------------------------
Mark C. Layton

/s/ Allen Lenzmeier                  Director                                                      December 15, 1999
------------------------------
Allen Lenzmeier

/s/ Howard A. Tullman                Director                                                      December 14, 1999
------------------------------
Howard A. Tullman
6
Director
------------------------------
Norman H. Wesley

/s/ Russell I. Pillar                Director                                                      December 14, 1999
------------------------------
Russell I. Pillar
7
EXHIBIT INDEX

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

  4.1    Form of Notice of Stock Option Grant and Nonqualified Stock Option
         Agreement between the Registrant and Kenneth Dotson

  5.1    Opinion of Morrison & Foerster LLP

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

  23.2   Consent of Ernst & Young LLP

  24.1   Power of Attorney (See signature page)

                                       8