Filed pursuant to Rule 424(b)(3)
Registration No. 333-37872

PROSPECTUS

4,702,900 SHARES

CYBERIAN OUTPOST, INC.
(a/k/a OUTPOST.COM)

COMMON STOCK

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This prospectus covers the sale by the selling stockholders listed beginning
on page 14 of 4,702,900 shares of our common stock.

We will not receive any of the proceeds from the sale of common stock by the
selling stockholders.

Our common stock is listed on the Nasdaq National Market under the symbol
"COOL." On June 12, 2000, the closing sale price of our common stock on the
Nasdaq National Market was $4.625 per share.

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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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June 13, 2000

TABLE OF CONTENTS

Outpost.com's Business................................................... 1

Risk Factors............................................................. 4

Special Note Regarding Forward-Looking Statements........................ 13

Selling Stockholders..................................................... 14

Plan of Distribution..................................................... 17

Legal Matters............................................................ 18

Experts.................................................................. 18

Where You Can Find More Information...................................... 19

Incorporation of Documents by Reference.................................. 19

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YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN
THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN
OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF THE DELIVERY OF THIS
PROSPECTUS OR ANY SALE OF THESE SECURITIES.

"Cyberian Outpost," "Outpost.com," "TruePrice," "OutpostAuctions.com,"
"Cyberian Express," "Transparent Personalization" and other trademarks and
service marks of Cyberian Outpost, Inc. mentioned in this prospectus are the
property of Cyberian Outpost, Inc. All other trademarks, trade names or service
marks referred to in this prospectus are the property of their respective
owners.

The terms "Outpost.com," "Cyberian Outpost," "we" and "our" as used in
this prospectus refer to Cyberian Outpost, Inc.

OUTPOST.COM'S BUSINESS

We are a leading global Internet-only retailer featuring over 170,000
consumer technology and related products for the home and office. As of February
29, 2000, we had approximately 630,000 customers world-wide, the majority of
which have shopped at Outpost.com during the last 24 months. We offer an online
"superstore" at www.Outpost.com that provides one-stop shopping for domestic and
international customers, 24 hours a day, seven days a week. Our superstore
features computer hardware, software and accessories from the computer
industry's foremost suppliers, and we are an authorized Internet reseller for
leading manufacturers, including IBM, Apple, Compaq, Sony, Hewlett Packard, Acer
and Toshiba. We also sell software for leading publishers including Microsoft,
Symantec, Adobe, Apple Software and Intuit. Additionally, we offer a full range
of consumer electronics in the Tweeter.Outpost.com store, unique and innovative
consumer products in the Brookstone.Outpost.com store and a wide selection of
photographic equipment and services offered via our unique partnership with Wolf
Camera. Our online store features;

o an easy to navigate, intuitive interface;

o outstanding twenty-four hour customer service seven days per week;

o free overnight delivery;

o extensive product information;

o powerful search capabilities;

o competitive pricing; and

o a flexible returns policy including pick-up from any location in the
U.S.

Since December 1998, our store has consistently received the top rating of
4.5 stars (out of 5) from Bizrate.com. Outpost.com has become one of the most
widely known and used e-commerce sites. We have the #1 ranking in the Computing
category of the Forrester PowerRankings, by Forrester Research. We were also
named Best of the Web by Fortune Magazine, Favorite Destination by PC Magazine,
and #1 Rated in Category by Fortune Magazine.

We have expanded our business beyond the online "superstore" targeted to
retail consumers to include our newly developed "Your Office at Outpost.com"
specifically to address the needs of small and medium size businesses. The B2b
sector of online retailing has distinct needs that diverge from the traditional
consumer in both the quantity and pricing of the selections that businesses need
to purchase. We have a dedicated team of sales and customer service
professionals to assist corporate buyers in making their selections, creating
accounts and managing payment and leasing terms. Additionally, our newly formed
eBusiness Services unit, allows us to further diversify our revenue stream and
create a new source of customers and products for our businesses.

Our business has grown rapidly since we started in 1995. Net sales
increased from $1.9 million for our fiscal year ended February 29, 1996 to $189
million for our fiscal year ended February 29, 2000. In addition, of the
approximately 630,000 individual customers in over 150 countries who have
purchased from us since we started, nearly 338,000 have become customers since
March 1, 1999.

We understand the key business challenges of the Internet retailing
industry and we use this unique environment to address those challenges. Our
online superstore was created to provide retail consumers, and now small and
medium size businesses, with a convenient, compelling and enjoyable shopping
experience in a Web-based retail environment. Key attributes of our business
include:

o Efficient economics of our "virtual" store. As an Internet-only
merchant, we enjoy structural economic advantages that we believe
will ultimately allow us to achieve greater operating margins
relative to traditional computer retailers. These advantages
include: low-cost unlimited "shelf space"; lower personnel
requirements; scaleable technology; and our ability to serve a
global customer base from a single, domestic location.

o Broad array of product offerings. Our unlimited, low-cost "shelf
space", allows us to offer more than 170,000 products.

o The ability to reach a global customer base. The global reach of the
Internet allows us to deliver a broad selection of products to
customers in international, rural or other locations that cannot
support large scale physical stores or to which catalogs cannot be
easily or cost effectively distributed.

o The availability of value-added online content. To assist our
customers, valuable information, including extensive product
descriptions, is available on our Web site and through our free
e-mail newsletter.

o Convenient 24-hour shopping. Our online superstore which is
available 24 hours a day, seven days a week, may be reached from the
customer's home or office and features sophisticated browsing and
search technology.

Our goal is to become an e-commerce market leader for the Internet retail
sale of a broad array of consumer technology products for individual consumers
and small and medium size businesses, and to provide e-commerce solutions for a
large cross section of businesses that have the need to implement an e-commerce
strategy. Outpost.com has recently expanded its business model beyond Business
to Consumer (B2C) to target small and medium size businesses (B2b) and eBusiness
Services (eBS). We intend to build upon our current strengths by (a) expanding
our efforts in online and off-line brand development, (b) expanding our product
offerings with new, but related product categories, (c) developing a customized,
personalized and transparent one-to-one marketing approach, and (d) diversifying
into additional areas of Internet commerce. We believe that these steps support
our strategy, which is to build an internationally known Internet brand and
provide a unique and satisfying shopping experience for our domestic and
international customers.

Through eBusiness Services, Ouptost.com has been developing relationships
with some of the country's premier retailers as well as building alliances with
established Internet brands. We began our "Clicks & Mortar" partnership strategy
in 1999 by combining forces with Tweeter Home Entertainment Group, Inc. in a
joint venture company to sell consumer electronics on the Internet. This type of
relationship allows us to develop and provide either end to end co-branded or
private label sites. These partnerships include:

Tweeter.Outpost.com: This site combines the strengths of two companies
dedicated to providing unparalleled customer service and offers elite
brands of consumer electronics products to customers that shop on the Web.
Tweeter Home Entertainment Group, Inc. (Nasdaq: TWTR) operates 84 top
quality merchandise stores throughout the United States.

Innovations By Brookstone: Brookstone, Inc. (Nasdaq: BKST), with over 200
stores nationwide, is known for creating and marketing innovative products
that appeal to the strong demographic customer base we attract. Brookstone
is an eBS client for whom we are preparing a complete eCommerce solution
(www.brookstone.com).

Cameras by Wolf Camera: Wolf Camera appears on the Outpost.com site
providing a vast selection of digital and traditional cameras as well as
other photographic equipment and accessories that can be found in their
over 1,000 retail stores around the country.

We are also focusing our efforts on developing lasting e-commerce
extensions on-line with established Internet companies. These extensions give us
access to a broad audience. Our on-line relationships include Sandbox.com and
Computer.com where Outpost.com delivers shopping content for these popular
Websites. Finally, through eBusiness Services, we are always working to develop
additional stores within our site to provide exciting new products for our
customers.

Our marketing strategy is to promote and increase our brand awareness, cost
effectively acquire new customers, build customer loyalty, promote repeat
purchases and increase our market share. We are implementing this strategy
through the following channels:

Online and Traditional Advertising. We have implemented a broad-based,
multi-media advertising campaign that includes both online and traditional
advertising, designed to drive high-value traffic to our Web site. Our current
online advertising focuses on a variety of Web sites that have a proven ability
to drive buyers to our site. We optimize the performance of our online efforts
through the use of dynamic tools.

Customer Relationship Marketing. Jupiter Communications, a market research
firm, projects that by 2002 consumer e-mail volume will rise by 58% to 576
million messages per day, up from 335 million per day in 1999. In order to
expand our customer retention and acquisition efforts, we have developed a
concentrated customer relationship marketing campaign. At Outpost.com, we
believe that e-mail direct marketing offers significant advantages over
traditional "snail" mail marketing including: ease of personalization; lower
cost; and more rapid delivery and response. We developed and implemented
technology-based systems that customize the content of targeted e-mails based on
order history, platform of choice and other buying criteria. In addition, we are
creating plans for increased loyalty programs beyond our current efforts to
maximize the lifetime value of our customers.

Outpost Affiliate Network Program. The Outpost affiliate program is an
established network of Web sites that post links to Outpost.com and receive a
commission on sales they generate on a direct click through to Outpost.com. We
partner with LinkShare Corporation, a leading provider of affiliate program
management. We believe this partnership has helped make the Outpost Affiliate
Network one of the leading programs in the industry today. The affiliate network
program was launched in December 1997 and since that time has experienced
substantial growth. By the close of fiscal 2000, our network membership had
grown to more than 85,000.

Strategic Online Advertising Relationships. We continue to forge strategic
relationships with selected Internet sites including CNET, MSN Shopper and
DEJA.com to increase market share and attract new customers. We are also a
founding member of ShopperConnection (www.shopperconnection.com), a network
connecting some of the Internet's leading online specialty retailers and
services.

Market Intelligence and Research. We have created a group to study the
productivity and behavior of our customer base in order to determine the
effectiveness of our marketing efforts. The market intelligence program works
with both our internal data, mining session behavior and retention programs as
well as with syndicated third party data provided by research firms such as
Forrester, Biz Rate.com and NetRatings. We have commissioned proprietary studies
to gain better understanding of our customers and use data produced from these
studies to help determine the likelihood that our customers will return to us to
purchase again and again and to determine what other product selections might
appeal to our established customers.

We were incorporated in Connecticut in 1995 and reincorporated in Delaware
in 1998. Our principal executive offices are located at 23 North Main Street,
Kent, Connecticut 06757. Our telephone number is (860) 927-2050. Our Web site is
located at http://www.Outpost.com. We do not intend the information found on our
Web site to be a part of this prospectus.

RISK FACTORS

You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. If any of the
following risks actually occurs, we may not be able to conduct our business as
currently planned and our financial condition and operating results could be
seriously harmed. In that case, the market price of our common stock could
decline, and you could lose all or part of your investment. See "Special Note
Regarding Forward-Looking Statements."

RISKS RELATING TO OUR BUSINESS

WE HAVE A RELATIVELY SHORT OPERATING HISTORY SO THERE IS A LIMITED AMOUNT OF
INFORMATION THAT YOU CAN USE TO EVALUATE OUR BUSINESS AND PROSPECTS FOR SUCCESS.

We were founded in March 1995 and began selling computer products in May
1995. Accordingly, we have a limited operating history on which you can evaluate
our business and prospects for success. Since our inception, we have devoted our
efforts primarily to sales and marketing, financial planning, recruiting
management and technical staff, acquiring operating assets and raising capital.
You must consider the risks and uncertainties frequently encountered by
companies in new and rapidly evolving markets, such as the market for online
commerce. Some of these risks and uncertainties relate to our ability to:

o anticipate and adapt to changes in the rapidly evolving online
commerce market;

o retain current customers and attract new customers;

o implement and successfully execute our business strategy and sales and
marketing initiatives;

o attract, retain and motivate qualified personnel;

o respond effectively to competitive and technological developments;

o continue to develop and upgrade our technology and
transaction-processing systems; and

o effectively manage our anticipated growth.

If we are not successful in addressing these risks, our business, prospects,
financial condition and results of operations could be materially harmed.

WE HAD AN ACCUMULATED DEFICIT OF $70 MILLION AS OF FEBRUARY 29, 2000 AND EXPECT
TO CONTINUE TO INCUR SUBSTANTIAL OPERATING LOSSES AND NEGATIVE CASH FLOW FOR THE
FORESEEABLE FUTURE AND MAY NEVER ACHIEVE OR MAINTAIN PROFITABILITY.

We have had substantial operating losses and negative cash flow since our
inception and may never achieve or maintain profitability. We have an
accumulated deficit of $70 million as of February 29, 2000. We expect to
continue to incur significant expenses as we continue to invest heavily in
customer acquisition, retention and loyalty efforts, marketing and promotion,
Web site development and technology and operating infrastructure development. As
a result, we believe that we will continue to incur substantial operating losses
for the foreseeable future. Though we have been steadily increasing our product
gross margins, achieving profitability depends upon our ability to generate and
sustain increased revenue levels, acquire our customers more economically and
increase the life-time value of our customers. We believe that our success will
depend in large part on our ability to (i) extend our brand position, (ii)
provide our customers with outstanding value and a superior shopping experience,
(iii) achieve sufficient sales volume to realize economies of scale, (iv)
diversify our revenue stream by providing business to business services and
products, and (v) expand our product offering and further diversify our income
stream by adding eBS partners to whom we provide valuable e-Commerce solutions
and services. During the early stages of our development, we experienced a
significant revenue growth rate. As we mature, however, we expect our growth
rate to plateau. We cannot assure you that we will continue to increase revenues
or that we will ever achieve or maintain profitability or generate cash from
operations.

OUR OPERATING RESULTS MAY FLUCTUATE SUBSTANTIALLY WHICH MAY ADVERSELY AFFECT OUR
STOCK PRICE.

Our results of operations have fluctuated in the past and we expect to
experience significant fluctuations in our future operating results due to a
variety of factors, many of which are outside our control. Factors that may
adversely affect our operating results include:

o our ability to retain existing customers, attract new customers at a
steady rate and maintain customer satisfaction;

o our ability to manage our fulfillment activities and maintain gross
margins;

o the announcement or introduction of new Web sites, services and
products by us or our vendors, strategic partners and competitors;

o the success of our strategic alliances;

o price competition or higher wholesale prices in the industry;

o our mix of product sales; o seasonality of sales typically experienced
by retailers;

o the level of use of the Internet and online services and consumer
acceptance of the Internet and other online services for the purchase
of consumer products such as those offered by us;

o our ability to upgrade and develop our systems and infrastructure and
attract new personnel in a timely and effective manner;

o the level of traffic to our Web site;

o technical difficulties, system downtime or Internet brownouts;

o the amount and timing of operating costs and capital expenditures
relating to expansion of our business, operations and infrastructure;

o the level of merchandise returns we experience;

o governmental regulation and taxation; and

o general economic conditions and economic conditions specific to the
Internet, online commerce and the industry.

If the results of our operations, the businesses of our partners, or our other
business results do not meet analysts' predictions or the market's expectations,
then our stock price may decline. As a result, you could lose part or all of
your investment.

OUR FINANCIAL RESULTS MAY FLUCTUATE SEASONALLY WHICH MAY NEGATIVELY IMPACT OUR
FINANCIAL RESULTS AND OUR STOCK PRICE.

We expect to experience seasonality in our revenues and sales and gross
margins as a result of seasonal fluctuations in Internet usage and traditional
retail seasonality patterns. Sales in the traditional retail computer, consumer
technology and photography industries are typically higher in the fourth
calendar quarter of each year than in the preceding three quarters. To date, our
limited operating history and rapid growth make it difficult to ascertain the
effects of seasonality on our business. If we do not accurately predict our
sales and revenues, we may not appropriately adjust our spending which could
have a negative impact on our financial results and stock price. In addition, if
our business results do not meet analysts' predictions or the market's
expectations, then our stock price may decline. As a result, you could lose part
or all of your investment.

WE ANTICIPATE THAT WE MAY NEED TO RAISE ADDITIONAL FUNDING WHICH MAY NOT BE
AVAILABLE ON TERMS ACCEPTABLE TO US, IF AT ALL.

To date, our operations have consumed substantial amounts of capital. We
expect our capital and operating expenditures to increase over the next several
years as our sales volume increases and we expand our business through
investments in marketing and promotion, Web site development and technology and
operating infrastructure development. We may have to raise additional capital to
support our business operations, including obligations to strategic partners and
third-party manufacturers. In the event that such additional financing is
necessary, we may seek to raise such funds through public or private equity or
debt financing or other means. We may not be able to raise additional financing
when we need it, or we may not be able to raise financing on terms acceptable
us. In the event that adequate funds are not available, our business, prospects,
financial condition and results of operations may be materially adversely
affected.

IF WE ARE UNABLE TO SUCCESSFULLY COMPETE IN THE RETAIL TECHNOLOGY PRODUCTS
INDUSTRY, OUR BUSINESS COULD BE MATERIALLY ADVERSELY EFFECTED.

The retail technology products industry as a whole is intensely
competitive. Many of our competitors have longer operating histories, larger
customer bases, greater brand recognition, and significantly greater financial,
marketing and other resources than we do. Our current or potential competitors
include:

o traditional electronics retailers such as CompUSA and Circuit City;

o mail-order retailers such as CDW, Micro Warehouse, and PC Connection;

o Internet-only retailers including Amazon.com, Buy.com and
Crutchfield.com;

o manufacturers that sell directly over the Internet or by telephone
such as Dell and Gateway and many software companies;

o a number of online service providers including America Online and the
Microsoft Network that offer products directly or in partnership with
other retailers; and

o electronics manufacturers that may develop direct channels to the
consumer market.

WE MAY BE UNABLE TO EFFECTIVELY MARKET OUR SERVICES AND ATTRACT NEW CUSTOMERS TO
OUR STORE IN A REASONABLY COST EFFECTIVE MANNER. OUR EBS CUSTOMERS MAY CHOOSE
NOT TO RENEW OR EXTEND THE TERM OF THEIR RELATIONSHIPS WITH US.

The online commerce market is new, rapidly evolving and intensely
competitive. Current and new competitors can launch new sites quickly and
inexpensively. In addition, online retailers may be acquired by, receive
investments from, or enter into other commercial relationships with, larger,
well-established and well-financed companies as use of the Internet and other
online services increases. Certain of our online competitors have and may
continue to adopt aggressive pricing or inventory availability policies and
devote substantially more resources to Web site and systems development than we
do. Moreover, companies that control access to Internet commerce transactions
through network access or Web browsers currently promote, and will likely
continue to promote, our competitors. New technologies and the expansion of
existing technologies may increase competition.

Increased competition may negatively impact our operating margins, market
share and brand franchise, any of which would have a material adverse effect on
our business, prospects, financial condition and results of operations. In
addition, we may respond to competitive pressures by establishing pricing,
marketing and other programs or seeking out additional strategic alliances or
acquisitions that may be less favorable to us than we would otherwise establish
or obtain, and thus could have a material adverse effect on our business,
prospects, financial condition and results of operations.

IF WE DO NOT ADAPT TO RAPID TECHNOLOGICAL CHANGE, WE WILL NOT BE COMPETITIVE IN
THE MARKETPLACE.

To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of our Web site. The online commerce
industry in which we operate, is characterized by:

o rapid technological change;

o changes in user and customer requirements and preferences;

o frequent new product and service introductions embodying new
technologies; and

o the emergence of new industry standards and practices that could
render our existing Web site and proprietary technology and systems
obsolete.

Our success depends, in part, on our ability to license leading technologies
useful in our business, enhance our existing services, develop new services and
technology that address the increasingly sophisticated and varied needs of our
customers, and respond to technological advances and emerging industry standards
and practices on a cost-effective and timely basis. The development of Web site
and other proprietary technology entails significant technical and business
risks. We may not successfully adapt to new technologies or effectively adapt
our Web site, proprietary technology and transaction processing systems to
customer requirements or emerging industry standards. If we are unable, for
technical, legal, financial or other reasons, to adapt in a timely manner in
response to changing market conditions or customer requirements, our business,
prospects, financial condition and results of operations would be materially
adversely affected.

WE DEPEND ON DIGITAL ISLAND, INC. TO MANAGE OUR COMMUNICATIONS HARDWARE, AND A
DELAY OR INTERRUPTION IN DIGITAL ISLAND'S SERVICE COULD RESULT IN OUR INABILITY
TO RECEIVE CUSTOMER ORDERS OR PROVIDE HIGH-QUALITY CUSTOMER SERVICE.

Our ability to successfully receive and fulfill customer orders and provide
high-quality customer service, largely depends on the efficient and
uninterrupted operation of our computer and communications hardware systems.
Substantially all of our computer and communications hardware required for Web
access is managed by Digital Island Inc., a third-party provider located in
Staten Island, NY. We are dependent on the services of this provider, and its
systems and operations are vulnerable to damage or interruption from fire,
flood, power loss, telecommunications failure, break-ins, earthquake and similar
events. Our disaster recovery plan may not be adequate to protect us against
loss and we do not carry sufficient business interruption insurance to
compensate us for losses that may occur. Despite our implementation of network
security measures, our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruption,
delays, loss of data or the inability to accept and fulfill customer orders. The
occurrence of any of the foregoing events could have a material adverse effect
on our business, prospects, financial condition and results of operation.

WE DEPEND ON AIRBORNE LOGISTICS SERVICES FOR TIMELY AND ACCURATE ORDER
FULFILLMENT, AND A DELAY OR INTERRUPTION IN AIRBORNE'S SERVICE COULD RESULT IN
OUR INABILITY TO PROCESS CUSTOMER ORDERS OR PROVIDE HIGH-QUALITY CUSTOMER
SERVICES.

We house our inventory in a leased warehouse located in Wilmington,
Ohio. In addition to warehousing services, Airborne Logistics Services Inc. also
provides our order fulfillment services. We are dependent on Airborne Logistics
Services for timely, accurate order fulfillment. Although Airborne operates a
secure facility, its systems and operations are vulnerable to damage or
interruption from fire, flood, power loss, telecommunications failure,
break-ins, earthquake and similar events. We do not presently have redundant
systems. Our disaster recovery plan may not be adequate to protect us against
loss and we do not carry sufficient business interruption insurance to
compensate us for losses that may occur. The occurrence of any of the foregoing
events could have a material adverse effect on our business, prospects,
financial condition and results of operations.

WE RELY ON CERTAIN VENDORS, THE LOSS OF WHICH COULD LIMIT OUR ABILITY TO SOURCE
SUFFICIENT QUANTITIES OF MERCHANDISE WHICH WOULD ADVERSELY AFFECT OUR REVENUES.

While we purchase our merchandise from many different vendors, during
fiscal 2000 a majority of our products were purchased through two vendors, Tech
Data and Ingram Micro. If we fail to develop and maintain relationships with
these and other vendors, we may not be able to source sufficient quantities of
merchandise on acceptable commercial terms which would have a material adverse
effect on our revenues and results of operations.

IF WE FAIL TO CONTINUALLY DEVELOP AND UPGRADE OUR SYSTEMS, WE MAY EXPERIENCE
DECREASED PERFORMANCE ON OUR WEB SITE WHICH WOULD ADVERSELY AFFECT OUR
REPUTATION AND BUSINESS.

A key element of our strategy is to generate a high volume of traffic on
our Web site. Accordingly, the satisfactory performance, reliability and
availability of our Web site, transaction-processing systems and network
infrastructure are critical to our reputation and our ability to attract and
retain customers and maintain adequate customer service levels. Our revenues
depend on the number of visitors who shop on our Web site, the size of their
orders and the volume of orders we fulfill. We use a variety of internally and
externally developed software for our Web site, search engine, customer and
product databases, and transaction processing and order management systems. If
we do not continue to develop and upgrade our existing technology or network
infrastructure to accommodate increased traffic on our Web site or increased
sales volume through our transaction processing and order management systems, we
may experience:

o unanticipated system disruptions;

o degradation in levels of customer service;

o impaired quality and speed of order fulfillment; and

o delays in reporting accurate financial information.

Any system interruptions that result in the unavailability of our Web site
or reduced order fulfillment performance would reduce the volume of products
sold and the attractiveness of our product and service offerings. While we
continually review and seek to upgrade and expand our transaction processing and
order management systems in a timely and effective manner, we could experience
future systems overloads or failures. In addition, we can not assure you that we
will be able to smoothly integrate any newly developed or purchased modules with
our existing systems or prevent unauthorized access to our data. Any inability
to do so could have a material adverse effect on our business, prospects,
financial condition and results of operations.

WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH, WHICH COULD ADVERSELY
AFFECT OUR BUSINESS.

We have rapidly and significantly expanded our operations in recent years.
We expect to continue to experience significant growth in our customer base and
market opportunities. Our growth has placed, and is expected to continue to
place, a significant strain on our management and our operating systems. Our
success will partly depend on the ability of our officers and key employees to
continue to:

o implement and improve our operational, management information and
financial control systems;

o expand, train and manage our work force;

o improve existing transaction processing, operational and financial
systems, procedures and controls; and

o maintain and expand our relationships with various distributors, other
Web site operators and Web service providers, and other third parties
necessary to our business.

We can not assure you that our current and planned personnel, systems,
procedures and controls will be adequate to support our future operations. If we
are unable to manage our growth effectively, our business, prospects, financial
condition and results of operations will be materially adversely affected.

WE MAY CHOOSE TO EXPAND OUR OPERATIONS BY ENTERING NEW BUSINESS AREAS, BUT WE
MAY NOT BE SUCCESSFUL.

We may choose to expand our operations by developing new Web sites,
promoting new or complementary products or sales formats, expanding the breadth
and depth of products and services offered or expanding our market presence
through relationships with third parties. In addition, we may pursue the
acquisition of new or complementary businesses, or technologies. Any new
business or Web site that we launch may not be favorably received by consumers
and could damage our reputation or the Outpost.com brand. Additionally, if we
expand our operations in this manner, we would require significant additional
expenses and resources which could strain our management, financial and
operational resources. The lack of market acceptance of such efforts could have
a material adverse effect on our business.

IF WE FAIL TO RETAIN KEY PERSONNEL, OR HIRE, TRAIN AND RETAIN QUALIFIED
EMPLOYEES, WE MAY NOT BE ABLE TO MANAGE OUR BUSINESS EFFECTIVELY.

Our performance is substantially dependent on the continued services and
performance of our senior management, particularly Robert A. Bowman, President
and Chief Executive Officer. We maintain key person life insurance on the life
of Mr. Bowman in the amount of $1,000,000. We have also entered into employment
agreements with Mr. Bowman, as well as our Executive Vice President for Business
Development and Chief Financial Officer. The loss of the services of any of our
executive officers or other key employees could have a material adverse effect
on our business.

Our future success also depends on our ability to identify, attract, hire,
train, retain and motivate other highly skilled technical, managerial,
editorial, merchandising, marketing and customer service personnel. From March
1995 to February 29, 2000 we expanded from two full-time employees to 234
full-time and 5 part-time employees. Our new employees include a number of key
managerial, technical and operations personnel and we expect to add additional
key personnel in the future. Competition for such personnel is intense, and we
may not be able to successfully attract, integrate or retain sufficiently
qualified personnel. The failure to attract and retain the necessary technical,
managerial, editorial, merchandising, marketing and customer service personnel
could have a material adverse effect on our business.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, OUR BUSINESS MAY BE
ADVERSELY AFFECTED.

We regard our service marks, trademarks, trade secrets and similar
intellectual property as instrumental to our success, and we rely on trademark
and copyright law, trade secret protection and confidentiality and/or license
agreements with our employees, customers, strategic partners and others to
protect our proprietary rights. We have registered our trademarks and service
marks in the United States and internationally, and have applied for the
registration of certain of our other trademarks and service marks. Effective
trademark, service mark, copyright and trade secret protection may not be
available in every country in which our products and services are available
online.

We are not aware of any material infringements of our trademarks and
proprietary rights. However, our proprietary rights may not be adequate or third
parties may infringe or misappropriate our copyrights, trademarks and similar
proprietary rights. If we are unable to protect our intellectual property, our
business may be adversely affected.

WE MAY INADVERTENTLY INFRINGE UPON OTHER'S INTELLECTUAL PROPERTY RIGHTS EXPOSING
US TO LITIGATION THAT COULD ADVERSELY AFFECT OUR BUSINESS.

We believe that our success to date and our future success will depend in
part upon our ability to provide information about the consumer technology
products that we sell. We may face potential liability for copyright, trademark
or patent infringement, defamation or other claims based on the nature and
content of materials that we publish or distribute. Defending such claims, or
liability arising out of such claims, could have a material adverse effect on
our business. Moreover, because of the interconnectivity currently provided on
our Web site, we could be exposed to liability with respect to content that we
do not control. The insurance we carry may not be sufficient to offset the risks
arising from these types of liabilities, and any liability in excess of such
coverage could have a material adverse effect on our business.

LICENSEES OF OUR INTELLECTUAL PROPERTY MAY TAKE ACTIONS OR FAIL TO TAKE ACTIONS
THAT COULD DIMINISH THE VALUE OF OUR INTELLECTUAL PROPERTY RIGHTS OR REPUTATION.

We have licensed in the past, and expect to license in the future, certain
proprietary rights, such as trademarks or copyrighted material, to third
parties. While we attempt to ensure that the quality of our brand is maintained
by such licensees, it is possible that such licensees will not take or will omit
to take actions that might materially adversely affect the value of our
proprietary rights or reputation, which could have a material adverse effect on
our business.

RISKS RELATING TO THE ONLINE COMMERCE INDUSTRY

WE DEPEND ON THE CONTINUED GROWTH OF ONLINE COMMERCE FOR OUR OWN GROWTH AND
SUCCESS.

Substantially all of our business is generated from our Web site.
Therefore, our future revenues and any future profits depend on the willingness
of consumers to accept the Internet as an effective medium of commerce. We are
especially dependent upon the long-term acceptance of online commerce. Rapid
growth in the use of and interest in online services is a recent phenomenon, and
we can not assure you a sufficiently broad base of consumers will adopt and
continue to use the Internet and other online services as a medium of commerce.
We rely on consumers who have historically used traditional means of commerce to
purchase merchandise. For us to be successful, these consumers must accept and
utilize novel ways of conducting business and obtaining information.

EFFORTS TO REGULATE OR ELIMINATE THE USE OF MECHANISMS WHICH AUTOMATICALLY
COLLECT INFORMATION ON USERS OF OUR WEB SITE MAY INTERFERE WITH OUR ABILITY TO
TARGET OUR MARKETING EFFORTS AND TAILOR OUR WEB SITE OFFERINGS TO THE TASTES OF
OUR USERS.

Web sites typically place a tracking program on a user's hard drive. These
programs automatically collect data on anyone visiting a Web site. Web site
operators use these mechanisms for a variety of purposes, including the
collection of data derived from users' Internet activity. Most currently
available Web browsers allow users to elect to remove these mechanisms at any
time or to prevent this information from being stored on their hard drive. In
addition, some commentators, privacy advocates and governmental bodies have
suggested limiting or eliminating the use of these tracking mechanisms. Any
reduction or limitation in the use of this software could limit the
effectiveness of our sales and marketing efforts.

WE COULD FACE ADDITIONAL BURDENS ASSOCIATED WITH GOVERNMENT REGULATION OF AND
LEGAL UNCERTAINTIES SURROUNDING THE INTERNET.

Any new law or regulation pertaining to the Internet, or the application or
interpretation of existing laws, could increase our cost of doing business or
otherwise have a material and adverse effect on our business, results of
operations and financial condition. Laws and regulations directly applicable to
Internet communications, commerce and advertising are becoming more prevalent.
The law governing the Internet, however, remains largely unsettled, even in
areas where there has been some legislative action. It may take years to
determine whether and how existing laws governing intellectual property,
copyright, privacy, obscenity, libel and taxation apply to the Internet. In
addition, the growth and development of online commerce may prompt calls for
more stringent consumer protection laws, both in the United States and abroad.

IF CONSUMERS DO NOT PURCHASE GOODS ONLINE DUE TO CONCERNS ABOUT ONLINE SECURITY
RISKS, INCLUDING CREDIT CARD FRAUD, OUR REVENUES WILL BE ADVERSELY AFFECTED.

The need to securely transmit confidential information (such as credit card
and other personal information) over the Internet has been a significant barrier
to online commerce and communications over the Web. Any well-publicized
compromise of security could deter more people from using the Web or from using
it to conduct transactions that involve transmitting confidential information,
such as purchases of goods or services. Furthermore, decreased traffic and
online sales as a result of general security concerns could cause consumers to
reduce their amount of online spending. To the extent that our activities or the
activities of third-party contractors involve the storage and transmission of
information, such as credit card numbers, security breaches could disrupt our
business, damage our reputation and expose us to a risk of loss or litigation
and possible liability. We could be liable for claims based on unauthorized
purchases with credit card information, impersonation or other similar fraud
claims. Claims could also be based on other misuses of personal information,
such as for unauthorized marketing purposes. To date, our losses due to credit
card fraud have not been material. However, we can not assure you that we will
not suffer significant losses as a result of fraudulent use of credit card
information in the future, which could have a material adverse effect on our
business. We may need to spend a great deal of money and use other resources to
protect against the threat of security breaches or to alleviate problems caused
by security breaches.

WE ARE VULNERABLE TO NEW TAX OBLIGATIONS THAT COULD BE IMPOSED ON ONLINE
COMMERCE TRANSACTIONS.

We do not currently collect sales or other similar taxes in respect of
shipments of goods into states other than Connecticut and Ohio. The United
States Congress has passed legislation limiting for three years the ability of
the states to impose taxes on Internet-based transactions. Failure to renew this
legislation could result in the imposition by various states of taxes on online
commerce. Nevertheless, various states or foreign countries may seek to impose
sales tax obligations on us and other online commerce companies. A number of
proposals have been made at the state and local levels that would impose
additional taxes on the sale of goods and services through the Internet. These
proposals, if adopted, could substantially impair the growth of online commerce
and cause purchasing through our Web site to be less attractive to customers as
compared to traditional retail purchasing. A successful assertion by one or more
states or any foreign country that we should have collected or be collecting
sales or other taxes on the sale of merchandise could have a material adverse
effect on our revenues and results of operations.

RISKS RELATING TO THIS OFFERING

WE HAVE VARIOUS MECHANISMS IN PLACE TO DISCOURAGE A TAKEOVER OF THE COMPANY THAT
MAY ALSO BE ADVERSE TO SHAREHOLDERS.

Our certificate of incorporation authorizes our Board of Directors to
issue, without stockholder approval, 10,000,000 shares of preferred stock with
voting, conversion and other rights and preferences that could adversely affect
the voting power or other rights of the holders of common stock. The issuance of
Preferred Stock or of rights to purchase preferred stock could be used to
discourage an unsolicited acquisition proposal. In addition, the possible
issuance of preferred stock could discourage a proxy contest, make more
difficult the acquisition of a substantial block of our common stock or limit
the price that investors might be willing to pay in the future for shares of
common stock. Our certificate of incorporation also provides that:

o the affirmative vote of the holders of at least 70% of the voting
power of all of the then outstanding shares of our capital stock,
voting together as a single class, shall be required for the
stockholders to adopt, amend or repeal any provision of our bylaws;

o stockholders may not take any action by written consent without a
meeting;

o the board of directors will be classified into three classes with
staggered terms of three years each; and

o members of the board of directors may be removed only for cause and
after reasonable notice and an opportunity to be heard before the body
proposing to remove such director.

These provisions of the certificate of incorporation could have the effect of
delaying, deterring or preventing a change in control of our company. Delaware
law also contains provisions that may have the effect of delaying, deterring or
preventing a non-negotiated merger or other business combination involving us.
These provisions are intended to encourage any person interested in acquiring us
to negotiate with and obtain the approval of our board of directors in
connection with the transaction. Certain of these provisions may, however,
discourage a future acquisition of Outpost.com that is not approved by the board
of directors in which stockholders might receive an attractive value for their
shares or that a substantial number or even a majority of our stockholders might
believe to be in their best interest. As a result, stockholders who desire to
participate in such a transaction may not have the opportunity to do so.

WE EXPECT THE MARKET PRICE OF OUR COMMON STOCK TO BE VOLATILE AND THE MARKET
PRICE COULD FALL BELOW THE PRICE YOU PAID FOR YOUR SHARES. AS A RESULT, YOU MAY
LOSE ALL OR PART OF YOUR INVESTMENT.

The trading price of our common stock has been highly volatile and subject
to wide fluctuations in response to many factors, many of which are beyond our
control, such as:

o actual or anticipated variations in quarterly operating results;

o announcements of technological innovations;

o new sales formats or new products or services by us or our
competitors;

o changes in financial estimates and forecasts by securities analysts;

o conditions or trends in the Internet and online commerce industries;

o changes in the market valuations of other Internet online service or
retail companies;

o announcements that we will make significant acquisitions;

o strategic partnerships;

o joint ventures or capital commitments;

o additions or departures of key personnel; and o sales of common stock.

In addition, the stock market in general, and the Nasdaq National Market and the
market for Internet-related and technology companies in particular, has
experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of such companies. The trading
prices of many technology companies' stocks have been at or near historical
highs and reflect price to earnings ratios substantially above historical
levels. We cannot assure you that these trading prices, patterns and price
earnings ratios will be sustained. These broad market and industry factors may
materially and adversely affect the market price of our common stock, regardless
of our operating performance. In the past, following periods of volatility in
the market price of a company's securities, securities class-action litigation
has often been instituted against the company. Such litigation, if instituted,
could result in substantial costs and a diversion of management's attention and
resources, which would have a material adverse effect on our business,
prospects, financial condition and results of operations.

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid cash dividends on our common stock to date and we do not
anticipate paying cash dividends on the common stock in the foreseeable future.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and within the meaning of Section 21E of the Securities Exchange Act
of 1934. We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements include, but are not limited to, statements regarding:

o the structural benefits of electronic commerce;

o the expected benefits of our systems in development that will
customize our shopping experience;

o our intention to pursue more branding and advertising campaigns;

o our diversification into additional areas of Internet commerce;

o our expectation that we will continue to incur substantial operating
losses for the foreseeable future;

o our expectation that we will experience significant fluctuations in
future operating results and that our financial results will fluctuate
seasonally; and

o our expectation that our capital and operating expenditures will
increase over the next several years.

In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "anticipates," "believes,"
"estimates," "predicts," "potential" or "continue" or the negative of such terms
or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks outlined under "Risk Factors" that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Before
deciding to purchase our common stock you should carefully consider the risks
described in the "Risk Factors" section in addition to the other information set
forth in this prospectus and the documents incorporated by reference herein.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements. We
are under no duty to update any of the forward-looking statements after the date
of this prospectus to conform such statement to actual results.

SELLING STOCKHOLDERS

The common stock was originally issued by us and sold by C.E. Unterberg,
Towbin, as the initial purchaser, in a transaction exempt from the registration
requirements of the Securities Act to persons reasonably believed by the initial
purchaser to be qualified institutional buyers or other institutional accredited
investors. Selling stockholders, including their transferees, pledgees or donees
or their successors, may from time to time offer and sell any or all of the
common stock.

The selling stockholders have represented to us that they purchased the
common stock for their own account for investment only and not with a view
toward selling or distributing the shares, except through sales registered under
the Securities Act or exemptions. We agreed with the selling stockholders to
file this registration statement to register the resale of the common stock. We
agreed to prepare and file all necessary amendments and supplements to the
registration statement to keep it effective until March 10, 2002.

The following table shows information, as of May 1, 2000, with respect to
the selling stockholders and the principal amounts of our common stock they
beneficially own and the number of shares that may be offered under this
prospectus. The information is based on information provided by or on behalf of
the selling stockholders.

The selling stockholders may offer all, some or none of the common stock.
Thus, we cannot estimate the amount of the common stock that will be held by the
selling stockholders upon termination of any sales. None of the selling
stockholders has had any material relationship with us or our affiliates within
the past three years, except that C.E. Unterberg, Towbin acted as the initial
purchaser of the common stock.

SHARES OWNED AFTER
SHARES OWNED PRIOR TO MAXIMUM NUMBER OF COMPLETION OF THE
OFFERING SHARES OFFERED OFFERING (2)
----------------------- ----------------- ----------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENT (1) NUMBER PERCENT (1)
--------------------------- ------ ----------- ------ -----------

Ardent Research Partners, Ltd. 65,000 * 65,000 0 -
Ardent Research Partners, L.P. 60,000 * 60,000 0 -
Elliot Broidy, IRA 100,000 * 100,000 0 -
Camelot Capital, LP 318,500 1.1% 318,500 0 -
Camelot Offshore Fund Ltd. 167,300 * 167,300 0 -
Camelot Capital II, LP 14,200 * 14,200 0 -
Hathaway Partners Investment L.P. 150,000 * 60,000 90,000 *
Duck Partners 125,000 * 125,000 0 -
Kensington Partners L.P. 155,000 * 155,000 0 -
Kensington Partners II L.P. 9,000 * 9,000 0 -
Bald Eagle Fund, Ltd. 36,000 * 36,000 0 -
Essex Performance Fund, LP 100,000 * 100,000 0 -
PAW Partners LP 280,000 1.0% 280,000 0 -
PAW Partners Offshore Fund Ltd. 280,000 1.0% 280,000 0 -
FNY Securities Associates L.P. 70,000 * 70,000 0 -
Alfred University 14,100 * 12,000 2,100 *
Core Technology Fund 47,100 * 36,700 10,400 *
Walt Disney Company Retirement Plan 114,900 * 88,100 26,800 *

Executive Technology LP 19,200 * 15,500 3,700 *
Foundation Partners Fund GP 9,500 * 7,300 2,200 *
Matrix Technology Group NV 10,700 * 8,300 2,400 *
Rochester Institute of Technology 45,200 * 35,500 9,700 *
Sci-Tech Investment Partners L.P. 35,300 * 27,300 8,000 *
SG Partners LP 74,800 * 59,700 15,100 *
Tampsco II Partnership 4,100 * 3,200 900 *
Yale University 90,000 * 76,000 14,000 *
Yale University Retirement Plan for
Staff Employees 15,000 * 11,600 3,400 *
Special Situations Private Equity
Fund, L.P. 190,597 * 190,597 0 -
Special Situations Fund III, L.P. 190,597 * 190,597 0 -
Special Situations Cayman Fund, L.P. 63,532 * 63,532 0 -
Straus Partners, LP 105,000 * 105,000 0 -
Straus-Spelman Partners, LP 15,000 * 15,000 0 -
Straus-GEPT 30,000 * 30,000 0 -
Trellus Offshore Fund Limited 25,000 * 25,000 0 -
Trellus Partners, LP 100,000 * 100,000 0 -
Maple Row Partners, LP 250,000 * 250,000 0 -
Maple Row Partners (Bermuda) 131,200 * 131,200 0 -
Catalyst Partners 300,000 1.1% 300,000 0 -
Edmund H. Shea, Jr. 250,000 * 250,000 0 -
Valor Fund Ltd. 100,000 * 100,000 0 -
Russell Saracheck 35,000 * 35,000 0 -
Wellport Corp. NV 15,000 * 15,000 0 -
Morton Collins 50,000 * 50,000 0 -
C.E. Unterberg, Towbin Capital
Partners 450,000 1.6% 250,000 200,000 *
UT Technology Partners, LDC 157,000 * 100,000 57,000 *
UT Capital Partners International,
LDC 38,000 * 25,000 13,000 *
Thomas I. Unterberg 85,000 * 50,000 35,000 *
Elli Unterberg Celli 25,000 * 25,000 0 -
Emily Unterberg Satloff 25,000 * 25,000 0 -
Andrew Arno & Janis Koopersmith Arno 55,000 * 50,000 5,000 *
JT WROS

Daniel Ries 2,500 * 2,500 0 -
Daniel Ries Escrow Account 10,000 * 10,000 0 -
Adam S. Frankfort-IRA 1,875 * 1,875 0 -
Andrew M. Blum 500 * 500 0 -
O. Lee Tawes 25,000 * 25,000 0 -
Estelle Konvisor 10,000 * 10,000 0 -
C.E. Unterberg, Towbin 401K Profit
Sharing Plan DTD 10/26/90 FBO Robert
M. Matluck; R. Matluck & T.
Unterberg, TTEES 10,000 * 10,000 0 -

Jeffrey Moskowitz 10,000 * 10,000 0 -
A. Robert Towbin 35,899 * 35,899 0 -

- ----------

* Less than one percent.

(1) Percentage of ownership prior to the offering is based on 28,474,710 shares
of common stock outstanding on May 1, 2000.

(2) Number of shares and percentage after completion of the offering assumes
that all of the shares held by the selling stockholders and being offered
under this prospectus are sold, that the shares are sold to unaffiliated
third parties and that the selling stockholders acquire no additional
shares of common stock before completion of this offering.

PLAN OF DISTRIBUTION

We are registering the shares of common stock on behalf of the selling
stockholders. The shares of common stock may be sold in one or more transactions
at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market prices, at varying prices determined at the
time of sale, or at negotiated prices. These sales may be effected at various
times in one or more of the following transactions, or in other kinds of
transactions:

o transactions on the Nasdaq National Market or on any national
securities exchange or U.S. inter-dealer system of a registered
national securities association on which our common stock may be
listed or quoted at the time of sale;

o in the over-the-counter market;

o in private transactions and transactions otherwise than on these
exchanges or systems or in the over-the-counter market;

o in connection with short sales of the shares;

o by pledge to secure debt and other obligations;

o through the writing of options, whether the options are listed on an
options exchange or otherwise;

o in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or

o through a combination of any of the above transactions.

The selling stockholders and their successors, including their transferees,
pledgees or donees or their successors, may sell the common stock directly to
purchasers or through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders or the purchasers. These discounts, concessions or
commissions as to any particular underwriter, broker-dealer or agent may be in
excess of those customary in the types of transactions involved.

In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 or Regulation S of the Securities Act may be sold
under Rule 144 or Regulation S rather than pursuant to this prospectus.

We entered into a registration rights agreement for the benefit of the
selling stockholders to register our common stock under applicable federal and
state securities laws. The registration rights agreement provides for
cross-indemnification of the selling stockholders and us and our respective
directors, officers and controlling persons against specific liabilities in
connection with the offer and sale of the common stock, including liabilities
under the Securities Act. We will pay substantially all of the expenses incurred
by the selling stockholders incident to the offering and sale of the common
stock.

LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus will
be passed upon for Cyberian Outpost, Inc. by Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. of Boston, Massachusetts. Certain attorneys at Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. beneficially own an aggregate of 8,500
shares of our common stock.

EXPERTS

The financial statements of Cyberian Outpost, Inc. as of February 29, 2000
and February 28, 1999, and for each of the years in the three-year period ended
February 29, 2000 have been incorporated by reference in this registration
statement in reliance on the report of KPMG LLP, independent certified public
accountants, incorporated by reference in this registration statement, and upon
the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may inspect and copy such material at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the SEC's regional offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
Suite 1300, New York, New York 10048. You may also obtain copies of such
material from the SEC at prescribed rates by wiring to the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Our filings are also available to the public from the SEC's web site at
www.sec.gov.

Our common stock is quoted on the Nasdaq National Market. You may inspect
reports and other information concerning us at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.

This prospectus is only part of a Registration Statement on Form S-3 that
we have filed with the SEC under the Securities Act and therefore omits certain
information contained in the Registration Statement. We have also filed exhibits
and schedules with the Registration Statement that are excluded from this
prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. You may inspect a copy of the Registration Statement, including the
exhibits and schedules, without charge at the public reference room, or obtain a
copy from the SEC upon payment of the fee prescribed by the SEC. You may also
view the Registration Statement, including the exhibits and schedules, on the
SEC's web site at www.sec.gov.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC permits us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC after the date of this prospectus will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:

1. Definitive Proxy Statement, filed on June 28, 1999;

2. Current Report on Form 8-K for the March 7, 2000 event, filed on March
8, 2000;

3. Annual Report on Form 10-K for the year ended February 29, 2000, filed
on May 18, 2000; and

4. The description of the common stock contained in our Registration
Statement on Form S-1 filed with the SEC on June 2, 1998, including
any amendments or reports filed for the purpose of updating such
description.

You may request a copy of these documents, which will be provided to you at
no cost by contacting is in writing at:

Investor Relations
Cyberian Outpost, Inc.
23 North Main Street, P.O. Box 636
Kent, Connecticut 06757

or by contacting us via email at investors@outpost.com. or by telephone at
(860) 927-2050.

CYBERIAN OUTPOST, INC.