As Filed With The Securities and Exchange Commission on January 5, 1999

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

Delaware 13-3899472
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3 Park Avenue
New York, New York 10016
(Address of registrant's principal executive offices)

1998 Stock Incentive Plan
1998 Employee Stock Purchase Plan
(Full titles of the plans)

Jack D. Hidary
President and Chief Executive Officer
EarthWeb Inc.
3 Park Avenue
New York, New York 10016
(212) 725-6550
(Name, address and telephone number, including area code, of agent for service)

With a copy sent to:

Joseph W. Bartlett, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104-0012
(212) 468-8000

CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------------------------------------
Title of Securities Amount to Maximum Offering Maximum Aggregate Amount of Registration
to be Registered be Registered Price Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------

Common stock, $.01 par 375,000 (1) 41 5/8 (2) 15,609,375 4,339.41
value per share
Common stock, $.01 par 159,000 (3) 41 5/8 (2) 6,618,375 1,839.91
value per share
----------------------------------------------------------------------------------
Total 534,000 22,227,750 6,179.32

(1) Represents the number of shares that may be issued until December 31, 1999
under the 1998 Stock Incentive Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee. The
computation is the average of high and low prices of the common stock on the
Nasdaq National Market on December 30, 1998.
(3) Represents the number of shares that may be issued until December 31, 1999
under the 1998 Employee Stock Purchase Plan.

EXPLANATORY NOTE

EarthWeb Inc. has prepared this Registration Statement in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended (the
"1933 Act"), to register shares of common stock, $.01 par value per share, of
EarthWeb, issuable pursuant to EarthWeb's 1998 Stock Incentive Plan and 1998
Stock Purchase Plan.

Under cover of this Form S-8 is a Reoffer Prospectus EarthWeb prepared in
accordance with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus
may be utilized for reofferings and resales of up to 2,482 shares of common
stock acquired by a selling stockholder.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

EarthWeb Inc. will send or give the documents containing the information
specified in Part 1 of Form S-8 to employees as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). EarthWeb does not need to file these documents with
the commission either as part of this Registration Statement or as prospectuses
or prospectus supplements under Rule 424 of the 1933 Act.

REOFFER PROSPECTUS

EarthWeb Inc.
3 Park Avenue
New York, NY 10016
(212) 725-6550

2,482 SHARES OF COMMON STOCK

The shares of common stock, $.01 par value per share, of EarthWeb Inc.
("EarthWeb" or the "Company") offered hereby (the "Shares") will be sold from
time to time by Geoffrey Smith (the "Selling Stockholder"). The Selling
Stockholder acquired the Shares pursuant to a compensatory benefit plan with
EarthWeb for consulting services the Selling Stockholder provided to EarthWeb.

The sales may occur in transactions in the over-the-counter market (quoted
on the Nasdaq National Market) at prevailing market prices or in negotiated
transactions. EarthWeb will not receive proceeds from any of these sales.
EarthWeb is paying for the expenses incurred in registering the Shares.

The Shares are "restricted securities" under the Securities Act of 1933
(the "1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Stockholder to the public
without restriction. To the knowledge of the Company, the Selling Stockholder
has no arrangement with any brokerage firm for the sale of the Shares. The
Selling Stockholder may be deemed to be an "underwriter" within the meaning of
the 1933 Act. Any commissions received by a broker or dealer in connection with
resales of the Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.

EarthWeb's common stock is traded in the over-the-counter market and quoted
on the Nasdaq National Market under the symbol "EWBX". On December 30, 1998 the
high price for the common stock, as reported on the Nasdaq National Market was
$43 3/8 per share and the low price was $39 7/8 per share.

__________

This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 8.

__________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this Reoffer Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

__________

January 5, 1999

__________

TABLE OF CONTENTS

Where You Can Find More Information.. 5
Incorporated Documents............... 5
The Company.......................... 7
Risk Factors......................... 8
Use of Proceeds...................... 20
Selling Stockholder.................. 20
Plan of Distribution................. 20
Legal Matters........................ 21
Experts.............................. 21

__________

You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else
to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

EarthWeb files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC") as
required by the Securities Exchange Act of 1934, as amended (the "1934 Act").
You may read and copy any reports, statements or other information we file at
the SEC's Public Reference Rooms at:

. 450 Fifth Street, N.W., Washington, D.C. 20549;

. Seven World Trade Center, 13th Floor, New York, N.Y. 10048; or

. Northwest Atrium Center, 5000 West Madison Street, Suite 1400,
Chicago, IL. 60661.

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 commercial
document retrieval services and the SEC website (http://www.sec.gov).

INCORPORATED DOCUMENTS

The SEC allows EarthWeb to "incorporate by reference" information into this
Reoffer Prospectus, which means that the Company can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer Prospectus.

EarthWeb's prospectus dated November 10, 1998, filed pursuant to Rule
424(b) of the 1993 Act, is incorporated herein by reference. In addition, all
documents filed or subsequently filed by the Company under Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, before the termination of this offering,
are incorporated by reference.

The Company will provide without charge to each person to whom a copy of
this Reoffer Prospectus is delivered, upon oral or written request, a copy of
any or all documents incorporated by reference into this Reoffer Prospectus
(excluding exhibits unless the exhibits are specifically incorporated by
reference into the information the Reoffer Prospectus incorporates). Requests
should be directed to the Controller of EarthWeb, at EarthWeb's executive
offices, located at 3 Park Avenue, 38th Floor, New York, NY 10016. EarthWeb's
telephone number at that location is (212) 725-6550. The Company's corporate Web
site address is http://www.earthweb.com. Information contained on the Company's
Web site is not part of this Reoffer Prospectus.

THE COMPANY

EarthWeb Inc. ("EarthWeb" or the "Company") is the leading provider of
Internet-based online services to the information technology ("IT") community
worldwide. The Internet is a communications medium that enables millions of
people worldwide to have access to current news and information, create
community among individuals with similar professional or personal interests and
purchase software and other products electronically. IT professionals,
typically, play an important role in many organizations, with responsibility for
developing, deploying and maintaining information technologies, such as software
applications, communication networks, computer hardware and technical support
systems.

The Company's integrated business-to-business online services address the
needs of IT professionals for content, community and commerce:

. Content offerings include a wide range of technical materials, such as
resource directories, tutorials and a reference library, which enhance
the ability of IT professionals to perform their job functions.

. Community areas, such as bulletin boards and question and answer
services, allow users to help one another solve technical problems and
share information.

. Commerce services provide a single online source for IT professionals to
purchase specialized software and other products.

EarthWeb's online services also offer a channel through which advertisers and
vendors can efficiently and effectively target what the Company believes to be
the largest aggregation of IT professionals worldwide.

As a global intermediary for IT professionals, advertisers and vendors,
EarthWeb is positioned as a trusted third party that offers an integrated
environment where these constituencies can share information, interact with one
another and transact business.

The Company's principal executive office is located at 3 Park Avenue, New
York, New York 10016, and its telephone number at this location is (212) 725-
6550. EarthWeb's corporate Web site address is http://www.earthweb.com.
Information contained on the Company's Web site is not part of this Reoffer
Prospectus.

RISK FACTORS

In this section we highlight some of the risks associated with EarthWeb's
business and operations. Prospective investors should carefully consider the
following risk factors when evaluating an investment in the common stock offered
by this Reoffer Prospectus.

Extremely Limited Operating History; Anticipated Losses

Although EarthWeb commenced operations in October 1994, it did not begin
operating its current business of providing online services to IT professionals
until October 1995 and did not begin generating advertising revenues until June
1996. Accordingly, your evaluation of EarthWeb will be based on an extremely
limited operating history. You must consider that its prospects are subject to
the risks, expenses and uncertainties frequently encountered by companies in the
new and rapidly evolving markets for Internet products and services. These risks
include:

. the failure to continue to develop and extend EarthWeb's online service
brands;

. the rejection of EarthWeb's services by Internet users, vendors or
advertisers;

. the inability of EarthWeb to maintain and increase the levels of traffic
on its online services;

. the development of similar or superior services or products by
competitors;

. the failure of the market to adopt the Internet as an advertising medium;

. the failure to successfully sell Internet advertising through EarthWeb's
recently developed internal sales force;

. reductions in market prices for Internet advertising as a result of
competition or other factors;

. the inability of EarthWeb to integrate effectively the technology and
operations of any acquired businesses or technologies with its
operations; and

. the inability to identify, attract, retain and motivate qualified
personnel.

EarthWeb's failure to succeed in one or more of these areas could have a
material adverse affect on its business, results of operations and financial
condition.

As of September 30, 1998, EarthWeb had an accumulated deficit of $13.6
million. Although EarthWeb has experienced revenue growth in recent periods,
there can be no assurance that the revenues of EarthWeb will continue at their
current level or increase in the future. EarthWeb has not achieved profitability
on a quarterly or annual basis to date, and EarthWeb anticipates that it will
continue to incur net losses for the foreseeable future. EarthWeb currently
expects to increase its operating expenses significantly, expand its sales and
marketing operations and continue to develop and extend its online services. If
these expenses exceed revenues, EarthWeb's business, results of operations and
financial condition could be materially and adversely affected.

The extremely limited operating history of EarthWeb and the uncertain
nature of the markets addressed by EarthWeb make the prediction of future
results of operations difficult or impossible. Therefore, EarthWeb's recent
revenue growth should not be taken as indicative of the rate of revenue growth,
if any, that can be expected in the future. EarthWeb believes that period-to-
period comparisons of its results of operations are not meaningful and that you
should not rely on the results for any period as an indication of future
performance.

Developing Market; Unproven Acceptance of EarthWeb's Online Services

The market for EarthWeb's online services has only recently begun to
develop, is rapidly evolving and can be characterized by an increasing number of
market entrants. Typical of a new and rapidly evolving industry, demand and
market acceptance for recently introduced services is subject to a high level of
uncertainty and risk. Because of this it is difficult to predict either the
future growth rate, if any, or the size of EarthWeb's market for online
services. This market may not continue to develop or become sustainable. If use
of its online services does not grow, EarthWeb's ability to establish other
online services would be materially and adversely impacted. In addition,
EarthWeb's business strategy includes plans to extend its online services model
to additional segments of the IT industry. EarthWeb may not be successful in its
efforts, however.

Dependence on Continued Growth in the Use of the Internet; Dependence on
Internet Infrastructure

EarthWeb's future success depends substantially on continued growth in
Internet use, to support the sale of advertising on EarthWeb's online services,
and on the acceptance and volume of commerce transactions on the Internet.
EarthWeb cannot assure you that the number of Internet users will continue to
grow or that commerce over the Internet will become more widespread. Typical of
a new and rapidly evolving industry, demand and market acceptance for recently
introduced services are subject to a high level of uncertainty. The Internet may
not prove to be a viable commercial marketplace for a number of reasons,
including:

. lack of acceptable security technologies;

. lack of access and ease of use;

. congestion of traffic;

. inconsistent quality of service and lack of availability of cost-
effective, high-speed service;

. potentially inadequate development of the necessary infrastructure;

. excessive governmental regulation;

. uncertainty regarding intellectual property ownership or timely
development; and

. commercialization of performance improvements, including high speed
modems.

See the discussion below under the headings "Online Security Risks,"
"Intellectual Property," and "Government Regulation and Legal Uncertainties" for
additional information.

EarthWeb's success depends also upon, among other things, the continued
development and maintenance of a viable Internet infrastructure to support the
continued growth in the use of the Internet. The maintenance and improvement of
this infrastructure will require the timely development of products, such as
high speed modems and communications equipment, to continue to provide reliable
Internet access and improved content. Because the current Internet
infrastructure may not be able to support an increased number of users or the
increased service requirements of users, the performance or reliability of the
Internet may be adversely affected. Furthermore, the Internet has experienced
certain outages and delays from damage to its infrastructure. Similar outages or
delays in the future, including those resulting from Year 2000 problems, could
have an adverse impact on the traffic on EarthWeb's online services. Further,
delays in the development or adoption of new Internet features (features
designed to support increased levels of activity, for example) may reduce the
effectiveness of the Internet. EarthWeb cannot give any assurance that the
infrastructure, products or services necessary to ensure the continued expansion
of the Internet will be developed or that the Internet will become a viable
commercial medium for advertisers. If the necessary infrastructure, standards,
protocols, products, services or facilities are not developed, or

if the Internet does not become a viable commercial medium, EarthWeb's business,
results of operations and financial condition could be materially and adversely
affected. Even if such developments do occur, EarthWeb still may incur
substantial expenditures in adapting its services to the changing or emerging
technologies, and this, too, could have a material adverse effect on EarthWeb's
business, results of operations and financial condition.

Reliance on Advertising Revenues and Uncertain Adoption of the Internet as an
Advertising Medium

EarthWeb now derives substantially all of its revenues from selling
advertisements on its online services under short-term contracts. Most of
EarthWeb's advertising customers have only limited experience with Internet
advertising. Most have not devoted a significant portion of their advertising
expenditures to the Internet, and they may not find this advertising to be an
effective way to promote their products and services relative to traditional
print and broadcast media. EarthWeb's ability to generate significant
advertising revenues depends on, among other factors:

. advertisers' acceptance of the Internet as an effective and sustainable
advertising medium;

. the development of a large base of EarthWeb users who possess demographic
characteristics attractive to advertisers; and

. EarthWeb's ability to maintain effective advertising delivery and
measurement systems.

A system measuring the effectiveness of Internet advertising has not found
widespread acceptance in the business community, and EarthWeb cannot give any
assurances that a standard system will be developed to help turn Internet
advertising into a significant advertising medium. The Company cannot give any
assurance that advertisers will determine that advertising across the top,
bottom or sides of a web page ("banner advertising"), which comprises
substantially all of EarthWeb's revenues, is an effective or attractive way to
advertise either. Moreover, EarthWeb may not effectively transition to any other
form of Internet advertising that might develop.

Certain advertising filter software programs limit or remove advertising
from an Internet user's computer screen. This software, if generally adopted by
users, could have a materially adverse effect on the viability of Internet
advertising. EarthWeb relies primarily on its in-house advertising sales force
for domestic advertising sales, which involves additional risks and
uncertainties, such as risks associated with the recruitment, retention,
management, training and motivation of sales personnel. As a result the Company
cannot assure you that it will sustain or increase current advertising sales
levels, and this failure could have a material adverse effect on EarthWeb's
business, results of operations and financial condition.

In addition, there is intense competition in the sale of Internet
advertising, from web sites providing Internet search capabilities (often termed
"portals") and other high-traffic sites, for instance. The result is that
vendors quote a wide range of rates for a variety of advertising services,
making future levels of Internet advertising revenues difficult to project.
Competition for advertising placements among current and future Internet portals
and other popular Web sites, as well as competition with traditional media,
could result in significant price competition, reduced pricing for Internet
advertising and reductions in EarthWeb's advertising revenues.

Dependence on a Limited Number of Advertisers

EarthWeb's revenues to date have been derived from a limited number of
customers who advertise on EarthWeb's services, and EarthWeb expects that a
limited number of advertisers will continue to account for a significant portion
of its revenues. In particular,

. Microsoft accounted for approximately 14% of EarthWeb's revenues for the
nine months ended September 30, 1998, and IBM accounted for approximately
10% of revenues for the same period; and

. EarthWeb's top 20 advertisers accounted for an aggregate of approximately
59% of the Company's revenues during those nine months.

Both Microsoft and IBM advertised on EarthWeb's online services during the year
ended December 31, 1997, but revenues from each accounted for less than 10% of
EarthWeb's revenues during that period.

Moreover, EarthWeb typically sells advertisements pursuant to purchase
order agreements that are subject to cancellation. EarthWeb can give no
assurances that current advertisers will continue to purchase advertising from
EarthWeb or that the Company will attract successfully additional advertisers.
The loss of one or more advertisers representing a material portion of
EarthWeb's revenues could have a material adverse effect on EarthWeb's business,
results of operations and financial condition. In addition, if a significant
advertiser did not pay or paid late amounts it owed the Company, that, too,
could have a material adverse effect on EarthWeb's business, results of
operations and financial condition.

Competition

The market for Internet-based online services is relatively new, intensely
competitive and rapidly changing. Since the advent of commercial services on the
Internet, the number of online services competing for users' attention and
spending has proliferated. One of many reasons for this is the absence of
substantial barriers to entry. EarthWeb expects competition will intensify in
the future. EarthWeb competes with companies that have sections of their Web
sites directed at segments or sub-segments of the IT community, such as Ziff-
Davis (InternetUser), CNET (builder.com and activex.com), CMP (TechWeb),
Mecklermedia (webdeveloper.com), Wired Digital (Webmonkey) and IDG (Javaworld).
EarthWeb also competes for circulation and advertising impressions with general
interest web sites and traditional media. With respect to product sales,
EarthWeb competes with traditional and online retailers of products such as
books and software.

Many of EarthWeb's current and potential competitors have longer operating
histories, larger customer bases, greater brand recognition and significantly
greater financial, marketing and other resources than EarthWeb. These
competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements and to devote greater resources to the
development, promotion and sale of their products and services. EarthWeb may not
be able to compete successfully against its current or future competitors.

Fluctuations in Quarterly Results of Operations; Seasonality

Because of its extremely limited operating history, EarthWeb does not have
financial data for a large number of past periods on which to project future
operating expenses. EarthWeb's expense levels are based in part upon its
expectations concerning future revenue and, to a large extent, are fixed.
Quarterly revenues and operating results depend largely on the quarter's
advertising revenues, which are difficult to forecast. Accordingly, the
cancellation or deferral of a small number of advertising contracts could have a
material adverse impact on EarthWeb's business, results of operations and
financial condition. EarthWeb may fail to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall, and any significant shortfall
in relation to EarthWeb's expectations would have an immediate and adverse
effect on EarthWeb's business, results of operations and financial condition.

EarthWeb's results of operations may fluctuate significantly in the future
due to a variety of factors, many of which are outside the Company's control.
These factors include, among others:

. the level of usage of the Internet;

. demand for Internet advertising;

. the addition or loss of advertisers;

. the level of user traffic on EarthWeb's online services;

. economic conditions specific to the Internet industry and online media;
and

. economic conditions generally.

Management believes revenues are also subject to seasonal fluctuations because
advertisers generally place fewer advertisements during the first and third
calendar quarter of each calendar year. As a strategic response EarthWeb may
make pricing, service or marketing decisions or undertake business combinations
that could have a material adverse effect on EarthWeb's business, results of
operations and financial condition.

Due to the above factors and others, EarthWeb's quarterly operating results
may fall below the expectations of securities analysts and investors in the
future. In such event, the trading price of EarthWeb's common stock would likely
be materially and adversely affected.

Risks Associated with Brand Development

EarthWeb believes that establishing and maintaining brand identity of its
several brands is critical to attracting and expanding its targeted Internet
audience and that the importance of brand recognition will increase due to the
growing number of Internet online services. Promotion and enhancement of
EarthWeb's brands will depend largely on EarthWeb's success in continuing to
provide high-quality online services, which cannot be assured. If users do not
perceive EarthWeb's existing online services to be high quality, or if EarthWeb
introduces new online services or enters into new business ventures that are not
favorably received by users, EarthWeb may dilute its brands and decrease the
attractiveness of its audiences to advertisers. Furthermore, to attract and
retain Internet users and to promote and maintain its brands in response to
competitive pressures, EarthWeb may find it necessary to increase substantially
its financial commitment to creating and maintaining distinct brand loyalty
among users. If EarthWeb fails to provide high-quality online services, or
otherwise fails to promote and maintain its brands, or if the Company incurs
excessive expenses in an attempt to improve its online services, or promote and
maintain its brands, EarthWeb's business, results of operations and financial
condition could be materially and adversely affected.

Dependence on Key Personnel

EarthWeb's performance is substantially dependent on the performance of its
senior management and key technical personnel. In particular, EarthWeb's success
depends substantially on the continued efforts of Jack D. Hidary and William
Gollan. EarthWeb has acquired key person life insurance on only certain members
of its senior management personnel. The loss of the services of any of its
executive officers or other key employees could materially and adversely affect
the Company's business, results of operations and financial condition.

EarthWeb's future success also depends upon its continuing ability to
attract and retain highly qualified technical and managerial personnel.
Competition for these personnel is intense, and the Company's management cannot
provide any assurances that it will be able to attract and retain highly
qualified technical and managerial personnel now or in the future. The inability
to attract and retain the necessary technical and managerial personnel could
have a material and adverse impact on EarthWeb's business, results of operations
and financial condition.

Management of Growth

EarthWeb's recent growth has placed, and is expected to continue to place,
significant strain on its managerial, operational and financial resources. To
manage its future growth, EarthWeb must continue to implement and improve its
operational and financial systems and to expand, train and manage its employees.
EarthWeb also currently intends to establish or acquire additional services,
creating more operational and management complexities. In addition, EarthWeb
expects that its operational and management systems will face

increased strain as a result of the expansion of its services into new segments
of the IT industry. EarthWeb may not be able to manage effectively the expansion
of its operations; EarthWeb's systems, procedures and controls may not be
adequate to support EarthWeb's operations; and management may not be able to
achieve the rapid execution necessary to fully exploit market opportunities for
the expansion of the Company's online services. The inability to manage growth
effectively could materially and adversely affect EarthWeb's business, results
of operations and financial condition.

Risks Associated with Potential Acquisitions

Since EarthWeb commenced its current business in 1996, its strategy has
included the acquisition of certain assets of Internet-based companies that
provide content and other information enhancing the Company's online services.
EarthWeb expects to continue this strategy in the future. Continued growth will
depend in part on the Company's ability to identify suitable acquisition
candidates and to acquire them on appropriate terms. Any acquisitions will be
accompanied by risks commonly encountered in these transactions, including:

. difficulties with assimilating the technology, operations and personnel
of the acquired companies;

. potential disruption of EarthWeb's ongoing business;

. additional expenses associated with amortization of acquired intangible
assets;

. maintenance of uniform standards, controls, procedures and policies; and

. the potential unknown liabilities associated with acquired businesses.

There can be no assurance that EarthWeb will be able to identify candidates that
it deems suitable for acquisition or that EarthWeb will be able to consummate
desired acquisitions on terms acceptable to it or that it will be successful in
integrating the acquired companies. If realized, any of these risks could
materially and adversely impact EarthWeb's business, results of operations and
financial condition.

Risks Associated with International Operations and Expansion

A key part of EarthWeb's strategy is to develop its online service brands
in international markets. To date, EarthWeb has only limited experience in
developing localized versions of its online services and in marketing and
operating its online services internationally. EarthWeb intends to enter into
relationships with foreign business partners. If the international revenues are
not adequate to offset investments in international activities, EarthWeb's
business, results of operations and financial condition could be materially and
adversely affected. EarthWeb may have difficulty in managing international
operations because of distance, language or cultural differences, and management
cannot give any assurance that EarthWeb or its future foreign business
associates will be able to successfully market and operate its online services
in foreign markets. EarthWeb also believes that in light of substantial
anticipated competition it will have to implement its international business
strategy quickly if it is to obtain a significant share of the market, but there
can be no assurance that EarthWeb will be able to do this. There are certain
other risks inherent in transacting international business, such as:

. unexpected changes in regulatory requirements;

. export restrictions;

. trade barriers;

. difficulties in staffing and managing foreign operations;

. political instability;

. fluctuations in currency exchange; and

. adverse tax consequences.

Any of these risks could adversely impact the success of EarthWeb's
international operations and, consequently, EarthWeb's overall business, results
of operations and financial condition.

Dependence on Content Providers

EarthWeb's success depends upon its ability to provide a wide range of in-
depth content. The markets for EarthWeb's online services are characterized by
rapidly changing technology, emerging industry standards and the rapidly
changing needs of IT professionals. EarthWeb relies on a number of publishers of
technical materials, its vendors and the users of its online services for the
provision of up-to-date content. No single content provider is material to
EarthWeb's operations. However, the Company cannot give any assurances that
current vendors, the current online audience or the publishers of technical
materials with whom EarthWeb maintains relationships will continue to provide
the Company with a similar flow of content, in terms of quality or quantity, or
that they will do so on the same terms. If the flow of content for EarthWeb's
online services decreases either in terms of quality or quantity (or ceases
completely), EarthWeb's business, results of operations and financial condition
could be materially adversely impacted.

Dependence on Strategic Alliances

EarthWeb relies on strategic alliances with, among others, Sun
Microsystems, IBM, Microsoft, CMP, Ziff-Davis, MacMillan and Netscape to attract
users to its online services and paid advertising to its online services. The
Company cannot assure you that these relationships will continue beyond their
initial terms or that EarthWeb will develop additional third party alliances on
acceptable commercial terms, if at all. No one of these strategic alliances is
individually material to EarthWeb's operations. However, EarthWeb's inability to
maintain current strategic relationships generally or to develop new strategic
relationships could materially and adversely affect EarthWeb's business, results
of operation and financial condition.

Risk of Capacity Constraints and Systems Failures

The performance of EarthWeb's online services is critical to EarthWeb's
reputation, its ability to attract advertisers and its achieving market
acceptance of its online services. Any system failure, including network,
software or hardware failure, that causes interruption or an increase in
response time of EarthWeb's online services could result in decreased usage of
EarthWeb's services. If sustained or repeated any failure could reduce the
attractiveness of EarthWeb's online services to its users, vendors and
advertisers. Increase in the volume of queries conducted through EarthWeb's
online services could also strain the capacity of the software or hardware
employed by EarthWeb, which could lead to slower response time or system
failures, and adversely affect EarthWeb's advertising revenues. EarthWeb also
faces technical challenges associated with the increasing need to direct its
online offerings to specific population bases and certain geographic areas.

It is increasingly important and complex for the Company to manage
advertising within its large, high traffic Internet online service. EarthWeb
relies on both internal and licensed software for managing the placement of its
advertisements and analyzing their effectiveness. To the extent that any
extended failure of EarthWeb's advertising management system results in
incorrect advertising placement, EarthWeb may be exposed to "make good"
obligations to its advertising customers. A "make good" obligation requires a
party to keep providing a service until the promised result is achieved. If a
promised advertisement did not appear in the location and for the time period
agreed, for example, EarthWeb would have to place that advertisement again. By
displacing other advertising inventory, such obligations could defer advertising
revenues and materially and adversely impact

EarthWeb's business, results of operations and financial condition. EarthWeb's
operations are dependent in part upon its ability to protect its operating
systems against physical damage from acts of God, power loss, telecommunications
failures, physical break-ins and similar events. The occurrence of any of these
events could result in interruptions, delays or cessations in service to users
of EarthWeb's online services, which might also materially and adverse impact
EarthWeb's business, results of operations and financial condition.

Online Security Risks

EarthWeb is potentially vulnerable to attempts by unauthorized computer
users, or "hackers," to penetrate EarthWeb's network security. If successful,
hackers could steal proprietary information or cause interruptions in EarthWeb's
online services. EarthWeb may be required to expend significant capital and
resources to protect against the threat of security breaches or to alleviate
problems caused by breaches. In addition, inadvertent transmission of computer
viruses could expose EarthWeb to risk of loss or litigation and possible
liability. Continued concerns over the security of Internet transactions and the
privacy of the users may also inhibit the growth of the Internet generally as a
means of conducting commercial transactions.

Intellectual Property

Legal standards relating to the validity, enforceability and scope of
protection of certain intellectual property rights in Internet-related
industries are uncertain and evolving. Therefore, EarthWeb can offer no
assurances about the future viability or value of any its intellectual property
rights or the rights of other companies in the IT industry. EarthWeb can offer
no assurances that the steps it takes to protect its intellectual property
rights will be adequate or that third parties will not infringe or
misappropriate its proprietary rights. Any infringement or misappropriation
could materially and adversely impact EarthWeb's business, results of operations
and financial condition. Furthermore, EarthWeb's business activities may
infringe upon the proprietary rights of others and other parties may assert
infringement claims against EarthWeb. EarthWeb anticipates that it may be
subject to claims in the ordinary course of its business, including claims that
EarthWeb has infringed the trademarks and other intellectual property rights of
third parties by:

. disseminating content on the Company's online services; or

. providing access to the content of third parties on the Company's online
services.

Any claims and related litigation could subject EarthWeb to significant
liability for damages and could result in invalidation of EarthWeb's proprietary
rights and, even if not meritorious, could be time-consuming and expensive to
defend and could result in the diversion of management time and attention, any
of which could have a material adverse effect on EarthWeb's business, results of
operations and financial condition

EarthWeb regards substantial elements of its online services as proprietary
and attempts to protect them by relying on:

. service mark;

. trade dress;

. copyright;

. trade secret laws; and

. restrictions on disclosure and transferring title.

EarthWeb currently has no patents or patents pending for its online services and
does not anticipate that patents will become a significant part of its
intellectual property in the foreseeable future. EarthWeb enters into
confidentiality agreements with its employees, consultants, vendors and
customers; license agreements with third parties; and generally seeks to control
access to and distribution of its technology, documentation and other
proprietary information. EarthWeb generally registers its service marks in the
United States and internationally and has obtained United States service mark
registrations for "EarthWeb" and the related logo (the "Fang Logo Design"). The
Company has been assigned "Plugin Datamation" and "Datamation" service marks and
has applied for the registration of certain other marks, including
"developer.com" and "developer direct." Effective service mark, copyright and
trade secret protection may not be available in every country in which
EarthWeb's online services are distributed or made available through the
Internet. Management cannot give any assurances that the steps the Company takes
to protect its proprietary rights will be adequate or that third parties will
not infringe or misappropriate EarthWeb's copyrights, service marks, trade dress
and similar proprietary rights.

EarthWeb has licensed in the past, and it may license in the future,
certain elements of its distinctive trademarks, service marks, trade dress,
trade secrets and similar proprietary rights to third parties, in connection
with EarthWeb's online services that may be operated by third parties, for
example. While EarthWeb attempts to ensure that the quality of its several
brands is maintained by licensees, EarthWeb may not be able to prevent licensees
from taking actions that could materially and adversely affect the value of
EarthWeb's proprietary rights or the reputation of its online services, either
of which could materially and adversely affect on EarthWeb's business, results
of operation and financial condition. Also, EarthWeb is aware that third parties
have from time to time copied significant portions of developer.com directory
listings for use in competitive Internet navigational tools and services, and
the Company can give no assurances that the distinctive elements of
developer.com can be protected under copyright law.

Year 2000 Compliance

The Year 2000 issue involves the potential for system and processing
failures of date-related data resulting from computer-controlled systems using
two digits rather than four to define the applicable year. For instance,
computer programs that contain time-sensitive software may recognize a date
using two digits of "00" as the year 1900 rather than the year 2000. This could
result in system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices or engage in similar ordinary business activities.

EarthWeb believes that its internal software and hardware systems will
function properly with respect to dates in the year 2000 and thereafter and has
completed its internal IT and non-IT assessment. EarthWeb expects to incur no
significant costs in the future for Year 2000 problems. Nonetheless, there can
be no assurance in this regard until such systems are operational in the Year
2000. EarthWeb has contacted all of its significant suppliers to determine the
extent to which EarthWeb's systems are vulnerable to those parties' failure to
make their own systems Year 2000 compliant. These suppliers have informed
EarthWeb that their systems are Year 2000 compliant. Additionally, any Year 2000
problems experienced by EarthWeb's advertising customers could affect the
placement of advertisements on EarthWeb's online services. If any of EarthWeb's
suppliers or vendors prove not to be Year 2000 compliant, EarthWeb believes that
it could find a replacement vendor or supplier which is Year 2000 compliant
without significant delay or expense. However, if substantially all of
EarthWeb's suppliers and vendors prove not to be Year 2000 compliant and if
EarthWeb experiences difficulties in finding replacement vendors, then
EarthWeb's business could be materially and adversely affected. EarthWeb's
suppliers' and vendors' failures to correct material Year 2000 problems could
result in an interruption in, or a failure of, certain normal business
activities or operations at EarthWeb. Any failures could materially and
adversely affect EarthWeb's results of operations, liquidity and financial
condition. Due to general uncertainty inherent in the Year 2000 problem,
resulting from the uncertainty of the Year 2000 readiness of third-party
suppliers and vendors, EarthWeb cannot determine at this time whether the
consequences of Year 2000 failures will have a material impact on EarthWeb's
results of operations, liquidity or financial condition.

Liability For Information Services

Because online users may download and distribute content that third parties
make available on EarthWeb's services, parties may assert claims against
EarthWeb for defamation, negligence or personal injury, or based on other
theories, due to the nature of this content. Parties have brought, and sometimes
successfully asserted, these types of claims against online service providers in
the past. In addition, EarthWeb could be exposed to liability connected with the
selection of listings accessible through EarthWeb's online services or through
content and materials that may be posted by users in EarthWeb's classifieds,
bulletin board or chat room services. The claims may include assertions that by
providing hypertext links to third-party Internet sites EarthWeb is liable for
wrongful actions by those third parties through those sites. It is also possible
that users could make claims against EarthWeb for losses incurred in reliance on
information provided on EarthWeb's online services. Although EarthWeb carries
general liability insurance, this insurance may not cover potential claims of
this type or may not be adequate to indemnify EarthWeb fully. Liability or legal
defense expenses uncovered by insurance or in excess of insurance coverage could
have a material adverse effect on EarthWeb's business, results of operations and
financial condition.

Government Regulation and Legal Uncertainties

Since few laws or regulations directly apply to access or commerce on the
Internet at this time, EarthWeb is not subject to direct government regulation,
other than regulations applicable to businesses generally. However, federal,
state, local and foreign governmental organizations are considering a number of
legislative and regulatory proposals. These entities may therefore adopt a
number of new laws or regulations connected with:

. privacy;

. taxation;

. infringement;

. pricing;

. quality of products and services; and

. intellectual property ownership.

The Company does not know how existing laws will be applied to the Internet in
areas such as property ownership, copyright, trademark, trade secret, obscenity
and defamation. New laws or the adaptation of existing laws to the Internet may
decrease growth in Internet use, which could decrease the demand for EarthWeb's
online services, increase the cost of EarthWeb doing business or otherwise have
a material adverse impact on the Company's business, results of operations and
financial condition.

Concentration of Stock Ownership

As of December 30, 1998, the present directors, executive officers, greater
than 5% stockholders and their respective affiliates beneficially owned
approximately 74% of EarthWeb's outstanding common stock. As of December 30,
1998, Warburg, Pincus Ventures, L.P. ("Warburg") beneficially owned
approximately 31% of EarthWeb's outstanding common stock. As a result of their
ownership, the directors, executive officers, greater than 5% stockholders
(including Warburg) and their respective affiliates collectively are able to
control all matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions. This concentration
of ownership may also have the effect of delaying or preventing a change in
control of EarthWeb.

Shares Eligible for Future Sale; Registration Rights

No prediction can be made as to the effect, if any, that future sales of
common stock, or the availability of shares for future sales, will have on the
market price of the common stock prevailing from time to time. As of
December 30, 1998, there were 7,903,761 shares of common stock outstanding. Of
these, the 2,415,000 shares sold in the offering of common stock pursuant to
EarthWeb's Registration Statement on Form S-1, effective November 10, 1998 (the
"Registration Statement"), are freely tradable without restriction or further
registration under the 1933 Act by persons other than "affiliates" of EarthWeb,
as that term is defined in Rule 144 under the 1933 Act ("Rule 144"). Remaining
shares are "restricted securities," as that term is defined under Rule 144, and
may not be publicly resold except in compliance with the registration
requirements of the 1933 Act or pursuant to an exemption from such registration
requirements, including that provided by Rule 144.

EarthWeb, its officers and directors and certain of its stockholders have
agreed that during the period beginning on November 10, 1998 and continuing to
and including the date 180 days after that date they will not:

. offer, sell, contract to sell or otherwise dispose of common stock or any
securities of EarthWeb which are substantially similar to the common
stock, including but not limited to any securities that are convertible
into or exchangeable for, or that represent the right to receive common
stock or any such substantially similar securities; or

. enter into any swap, option, future, forward or other agreement that
transfers, in whole or in part, the economic consequences of ownership of
common stock or any securities substantially similar to the common stock
(other than pursuant to employee stock option plans existing on, or upon
the conversion or exchange of convertible or exchangeable securities
outstanding as of November 10, 1998 and the issuance of common stock in
connection with the transactions described in the Registration
Statement), without the prior written consent of J.P. Morgan Securities
Inc.

As of December 30, 1998, an aggregate of 2,444,796 shares of common stock
(including 2,481 shares previously issued upon exercise of vested stock options)
were eligible for sale in the public market, subject to Rule 144. Additionally,
following the 180 day period referred to above, 5,798,798 shares of common stock
may be sold in the public market through the exercise of demand and piggyback
registration rights held by certain of EarthWeb's current stockholders.

As of December 30, 1998, there were outstanding options to purchase 499,212
shares of common stock, of which 107,793 were exercisable under EarthWeb's 1996
Amended and Restated Stock Plan. Future sales of common stock in the public
market, the expectation of sales or the availability of shares for sale, could
adversely affect the market price of the common stock.

No Prior Trading Market; Potential Volatility of Stock Price

There can be no assurance that an active trading market for the common
stock will be maintained. Further, he market price of the common stock may be
highly volatile. Many factors could affect the market price for the common
stock:

. variations in EarthWeb's financial results;

. actual earnings;

. earnings estimates by analysts;

. fluctuations in the stock prices of competitors;

. loss of key management;

. adverse regulatory actions or decisions;

. announcements of extraordinary events such as litigation or acquisitions
or changes in pricing policies by EarthWeb or its competitors;

. changes in the market for EarthWeb's online services; or

. general economic, political and market conditions.

The common stock is quoted on Nasdaq, which has experienced extreme price
and volume trading volatility in recent years. This volatility has had a
substantial effect on the market prices of companies for reasons frequently
unrelated or disproportionate to the operating performance of those companies.
These broad market fluctuations may adversely affect the market price of the
common stock.

Absence of Dividends

EarthWeb anticipates that earnings will be retained for the development of
EarthWeb's business and that no cash dividends will be declared on the common
stock in the foreseeable future.

Anti-Takeover Provisions

Certain provisions of the Delaware General Corporation Law (the "DGCL") and
EarthWeb's Amended and Restated Certificate of Incorporation and Amended and
Restated By-Laws may delay, discourage or prevent a change in control of
EarthWeb unless such takeover or change in control is approved by EarthWeb's
Board of Directors. Such provisions also may render the removal of directors and
management more difficult, may discourage bids for the common stock at a premium
over the market price and may adversely affect the market price and the voting
and other rights of the holders of common stock. EarthWeb's Amended and Restated
By-Laws place certain restrictions on who may call a special meeting of
stockholders, and all amendments to the Amended and Restated By-Laws must be
approved by either the holders of 66.66% of the outstanding capital stock of
EarthWeb entitled to vote in the elections to the Board of Directors or by a
majority of the Board of Directors.

In addition to the common stock, EarthWeb's Amended and Restated
Certificate of Incorporation authorizes the issuance of up to 2,000,000 shares
of preferred stock without designation. The Board of Directors will have the
authority without action by EarthWeb's stockholders to fix the rights,
privileges and preferences of, and to issue shares of, this preferred stock,
which may have the effect of delaying, deterring or preventing a change in
control of EarthWeb.

Further, EarthWeb's Amended and Restated Certificate of Incorporation
provides that the Board of Directors will be divided into three classes of
directors serving staggered three-year terms. This classification provision
could have the effect of discouraging a third party from attempting to gain
control of EarthWeb, and it may only be amended by holders of 66.66% of the
outstanding capital stock of EarthWeb entitled to vote in the elections to the
Board of Directors.

USE OF PROCEEDS

EarthWeb will not receive any of the proceeds from the sale of shares of
common stock by the Selling Stockholder.

SELLING STOCKHOLDER

The Shares of the Company to which this Reoffer Prospectus relates are
being registered for reoffers and resales by the Selling Stockholder, who
acquired the Shares pursuant to a compensatory benefit plan with EarthWeb for
consulting services he provided to EarthWeb. The Selling Stockholder may resell
all, a portion or none of such Shares from time to time.

The table below sets forth with respect to the Selling Stockholder, based
upon information available to the Company as of December 30, 1998, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.

- ------------------------------------------------------------------------------------------------------
Number of Shares
Selling Number of Shares Registered by Number of Shares % of Shares Owned
Stockholder Owned Before Sale Prospectus Owned after Sale after Sale
- ------------------------------------------------------------------------------------------------------

Geoffrey Smith 2,482 2,482 0 0
- ------------------------------------------------------------------------------------------------------

PLAN OF DISTRIBUTION

The Selling Stockholder may sell the Shares for value from time to time
under this Reoffer Prospectus in one or more transactions on Nasdaq, in a
negotiated transaction or in a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices otherwise negotiated. The Selling Stockholder may
effect such transactions by selling the Shares to or through brokers-dealers,
and such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholder and/or the
purchasers of the Shares for whom such broker-dealers may act as agent (which
compensation may be less than or in excess of customary commissions).

The Selling Stockholder and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Stockholder will be borne by the Selling Stockholder.

In addition to any Shares sold hereunder, the Selling Stockholder may, at
the same time, sell any shares of common stock, including the Shares, owned by
him or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.

There is no assurance that the Selling Stockholder will sell all or any
portion of the Shares offered.

The Company will pay all expenses in connection with this offering and will
not receive any proceeds from sales of any Shares by the Selling Stockholder.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for the
Company by Morrison & Foerster LLP, New York, New York.

EXPERTS

The balance sheets as of December 31, 1997 and 1996 and the statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997 have been incorporated by reference in
this Registration Statement in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
accounting and auditing.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company's prospectus dated November 10, 1998, filed pursuant to Rule
424(b) of the 1933 Act, is incorporated herein by reference. In addition, all
documents filed or subsequently filed by the Company under Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities described herein have been sold or
which deregisters all securities then remaining unsold, are incorporated by
reference.

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 ("Section 145") of the General Corporation Law of the State
of Delaware (the "DGCL") provides that directors and officers of Delaware
corporations may, under certain circumstances, be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them as a result of any suit brought against them in their capacity
as a director or officer, 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. Section 145 also
provides that directors and officers may also be indemnified against expenses
(including attorneys' fees) incurred by them in connection with a derivative
suit 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, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation.

The Company has implemented such indemnification provisions in its Amended
and Restated Certificate of Incorporation which provides that officers and
directors shall be entitled to be indemnified by the Company to the fullest
extent permitted by law against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any action,
suit or proceeding by reason of the fact that he or she is or was an officer or
director of the Company.

The above discussion of the Company's Amended and Restated Certificate of
Incorporation and Sections 102(b)(7) and 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such Amended and Restated
Certificate of Incorporation and statutes.

For information regarding the Company's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 below.

Item 7. Exemption from Registration Claimed.

With respect to the restricted securities reoffered or resold pursuant to
this registration statement, the Company claimed an exemption from registration
under the 1933 Act pursuant to Rule 701. The Company issued the securities to
the Selling Stockholder pursuant to a compensatory benefit plan with EarthWeb
for consulting

services the Selling Stockholder provided to EarthWeb. These consulting services
were not in connection with the offer and sale of securities in a capital-
raising transaction.

Item 8. Exhibits.

EXHIBIT NO. Description
- ----------- -------------------------------------------------------------------

4.1 Amended and Restated Certificate of Incorporation

4.2 Amended and Restated By-laws

4.3 1998 Stock Incentive Plan (incorporated by reference to Exhibit
10.9 to the Registrant's Registration Statement filed on Form S-1
(Commission File No. 333-60837) which became effective on November
10, 1998)

4.4 1998 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.10 to the Registrant's Registration Statement filed on
Form S-1 (Commission File No. 333-60837) which became effective on
November 10, 1998)

4.5 Amendment No. 1 to 1998 Stock Incentive Plan dated as of November
17, 1998

4.6 Letter Agreement between EarthWeb Inc. and Geoffrey W. Smith Re:
Compensatory Benefit Plan dated as of April 29, 1998

5 Opinion of Morrison & Foerster LLP

23.1 Consent of Morrison & Foerster LLP (set forth in Exhibit 5)

23.2 Consent of PricewaterhouseCoopers LLP

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:

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

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a) (1)(i) and (a) (1) (ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other that the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

SIGNATURES

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

January 5, 1999.
EarthWeb Inc.

By: /s/ JACK D. HIDARY
_____________________________________
JACK D. HIDARY,
President and Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES STATED BELOW.

NAME AND SIGNATURES TITLE DATE
------------------- -------------------------- ------------------

/s/ JACK D. HIDARY President, Chief January 5, 1999
_____________________ Executive
JACK D. HIDARY Officer and Director

/s/ MURRAY HIDARY Executive Vice President, January 5, 1999
_____________________ Secretary, Treasurer and
MURRAY HIDARY Director

/s/ NOVA SPIVACK Director January 5, 1999
_____________________
NOVA SPIVACK

/s/ HENRY KRESSEL Director January 5, 1999
_____________________
HENRY KRESSEL

/s/ CARY DAVIS Director January 5, 1999
_____________________
CARY DAVIS

/s/ IRENE MATH Vice President, Finance January 5, 1999
_____________________ (Principal Financial and
IRENE MATH Accounting Officer)

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------------

4.1 Amended and Restated Certificate of Incorporation

4.2 Amended and Restated By-laws

4.5 Amendment No. 1 to 1998 Stock Incentive Plan dated as of November
17, 1998

4.6 Letter Agreement between EarthWeb Inc. and Geoffrey W. Smith Re:
Compensatory Benefit Plan dated as of April 29, 1998

5 Opinion of Morrison & Foerster LLP

23.1 Consent of Morrison & Foerster LLP (set forth in Exhibit 5)

23.2 Consent of PricewaterhouseCoopers LLP