content: <PAGE>   1
       As filed with the Securities and Exchange Commission on April 5, 2001
  
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                               STUDENT ADVANTAGE, INC.
               (Exact name of registrant as specified in its charter)
  
                       DELAWARE                               04-3263743
   (State or other jurisdiction of incorporation or        (I.R.S. Employer
                    organization)                        Identification Number)
  
           280 SUMMER STREET, BOSTON, MA                        02210
     (Address of Principal Executive Offices)                 (Zip Code)
  
  
                      1999 STOCK OPTION AND INCENTIVE PLAN FOR
                     FORMER SCHOLARAID.COM, INC. OPTION HOLDERS
                              (Full title of the Plan)
  
  
                                RAYMOND V. SOZZI, JR.
            CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               STUDENT ADVANTAGE, INC.
                                  280 SUMMER STREET
                                  BOSTON, MA 02210
                       (Name and address of agent for service)
  
                                   (617) 912-2000
            (Telephone number, including area code, of agent for service)
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
                                                            PROPOSED MAXIMUM          PROPOSED              AMOUNT OF
        TITLE OF SECURITIES             AMOUNT TO BE       OFFERING PRICE PER     MAXIMUM AGGREGATE        REGISTRATION
         TO BE REGISTERED                REGISTERED              SHARE              OFFERING PRICE              FEE
        -------------------             ------------       ------------------     -----------------        ------------
  
  <S>                                   <C>                     <C>                  <C>                      <C>
  Common Stock, $.01 par
  value per share                       21,302 shares           $2.1719(1)           $46,265.81(1)             $11.57
  
  </TABLE>
  
  1. Estimated solely for the purpose of calculating the registration fee, and
  based upon the average of the high and low prices of the Registrant's Common
  Stock as reported by the NASDAQ National Market on March 30, 2001 in
  accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  
  
  <PAGE>   2
  
  
  
  
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in documents sent or
  given to participants in the Registrant's 1999 Stock Option and Incentive Plan
  for Former ScholarAid.com, Inc. Stock Option Holders pursuant to Rule 428(b)(1)
  of the Securities Act of 1933, as amended (the "Securities Act").
  
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
        ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
           (1) The Registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to
  Rule 424(b) under the Securities Act that contains audited financial statements
  for the Registrant's latest fiscal year for which such statements have been
  filed.
  
           (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (1) above.
  
           (3) The description of the common stock of the Registrant, $.01 par
  value per share (the "Common Stock"), contained in a registration statement
  filed under the Exchange Act, including any amendment or report filed for the
  purpose of updating such description.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
  
  
  <PAGE>   3
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                    The Registrant's Amended and Restated Certificate of
           Incorporation (the "Restated Certificate of Incorporation") provides
           that no director of the Registrant shall be personally liable for any
           monetary damages for any breach of fiduciary duty as a director, except
           to the extent that the Delaware General Corporation Law prohibits the
           elimination or limitation of liability of directors for breach of
           fiduciary duty.
  
                    The Registrant's Amended and Restated Certificate of
           Incorporation provides that a director or officer of the Registrant (a)
           shall be indemnified by the Registrant against all expenses (including
           attorneys' fees), judgments, fines and amounts paid in settlement
           incurred in connection with any litigation or other legal proceeding
           (other than an action by or in the right of the Registrant) brought
           against him by virtue of his position as a director or officer of the
           Registrant if he acted in good faith and in a manner he reasonably
           believed to be in, or not opposed to, the best interests of the
           Registrant, and, with respect to any criminal action or proceeding, had
           no reasonable cause to believe his conduct was unlawful and (b) shall
           be indemnified by the Registrant against all expenses (including
           attorneys' fees) and amounts paid in settlement incurred in connection
           with any action by or in the right of the Registrant brought against
           him by virtue of his position as a director or officer of the
           Registrant if he acted in good faith and in a manner he reasonably
           believed to be in, or not opposed to, the best interests of the
           Registrant, except that no indemnification shall be made with respect
           to any matter as to which such person shall have been adjudged to be
           liable to the Registrant, unless the Court of Chancery of Delaware
           determines that, despite such adjudication but in view of all of the
           circumstances, he is entitled to indemnification of such expenses.
           Notwithstanding the foregoing, to the extent that a director or officer
           has been successful, on the merits or otherwise, including, without
           limitation, the dismissal of an action without prejudice, he is
           required to be indemnified by the Registrant against all expenses
           (including attorneys' fees) incurred in connection therewith. Expenses
           shall be advanced to a director or officer at his request, unless it is
           determined that he did not act in good faith and in a manner he
           reasonably believed to be in, or not opposed to, the best interests of
           the Registrant, and, with respect to any criminal action or proceeding
           had reasonable cause to believe that his conduct was unlawful, provided
           that he undertakes to repay the amount advanced if it is ultimately
           determined that he is not entitled to indemnification for such
           expenses.
  
  
  <PAGE>   4
  
                    Indemnification is required to be made unless the Registrant
           determines that the applicable standard of conduct required for
           indemnification has not been met. In the event of a determination by
           the Registrant that the director or officer did not meet the applicable
           standard of conduct required for indemnification, or if the Registrant
           fails to make an indemnification payment within 60 days after such
           payment is claimed by such person, such person is permitted to petition
           the court to make an independent determination as to whether such
           person is entitled to indemnification. As a condition precedent to the
           right of indemnification, the director or officer must give the
           Registrant notice of the action for which indemnity is sought and the
           Registrant has the right to participate in such action or assume the
           defense thereof.
  
                    The Registrant's Amended and Restated Certificate of
           Incorporation further provides that the indemnification provided
           therein is not exclusive, and provides that in the event that the
           Delaware General Corporation Law is amended to expand the
           indemnification permitted to directors or officers the Registrant must
           indemnify those persons to the fullest extent permitted by such law as
           so amended.
  
                    Section 145 of the Delaware General Corporation Law provides
           that a corporation has the power to indemnify a director, officer,
           employee or agent of the corporation and certain other persons serving
           at the request of the corporation in related capacities against amounts
           paid and expenses incurred in connection with an action or proceeding
           to which he is or is threatened to be made a party by reason of such
           position, if such person shall have acted in good faith and in a manner
           he reasonably believed to be in or not opposed to the best interests of
           the corporation, and, in any criminal proceeding, if such person had no
           reasonable cause to believe his conduct was unlawful; provided that, in
           the case of actions brought by or in the right of the corporation, no
           indemnification shall be made with respect to any matter as to which
           such person shall have been adjudged to be liable to the corporation
           unless and only to the extent that the adjudicating court determines
           that such indemnification is proper under the circumstances.
  
                    The Registrant has entered into agreements to indemnify its
           directors and officers, in addition to the indemnification provided for
           in the Registrant's Restated Certificate of Incorporation. These
           agreements, among other things, indemnify the Registrant's directors
           and officers for certain expenses (including attorneys' fees and
           associated legal expenses), judgments, fines and amounts paid in
           settlement amounts, actually and reasonably incurred by any such
           person's services as a director or officer of the Registrant or any
           other company or enterprise to which the person provides services at
           the request of the Registrant, if such officer or director acted in
           good faith and in a manner which he or she reasonably believed to be
           in, or not opposed to the best interests of the Registrant and with
           respect to any criminal proceeding, had no reasonable cause to believe
           his conduct was unlawful.
  
  
  
  
  <PAGE>   5
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8. EXHIBITS
  
           The Exhibit Index immediately preceding the exhibits is incorporated
           herein by reference.
  
  ITEM 9. UNDERTAKINGS
  
           1.       The 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;
  
                        (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 (i) and (ii) do not apply if 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 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
  the Securities Act, each such post-effective amendment shall be deemed to be a
  new Registration Statement relating to the securities offered 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 a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           2. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the Registration Statement shall be
  
  
  <PAGE>   6
  
  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. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Registrant of expenses incurred or
  paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  <PAGE>   7
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Boston, Massachusetts on April 5, 2001.
  
  
  
                                         STUDENT ADVANTAGE, INC.
  
                                         By: /s/ Raymond V. Sozzi, Jr.
                                             --------------------------
                                             Raymond V. Sozzi, Jr.
                                             Chairman of the Board of Directors,
                                             President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Student Advantage, Inc.
  hereby severally constitute Raymond V. Sozzi, Jr., Laurie S. Jamieson and Mark
  G. Borden and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable Student Advantage, Inc. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                            TITLE                                   DATE
  
  <S>                                         <C>                                         <C>
  /s/ Raymond V. Sozzi, Jr.                   Chairman of the Board of                    April 5, 2001
  ---------------------------------           Directors, President and Chief
  Raymond V. Sozzi, Jr.                       Executive Officer (Principal
                                              Executive Officer)
  
  
  /s/ Kenneth Goldman                         Chief Financial Officer (Principal          April 5, 2001
  ---------------------------------           Financial and Accounting Officer)
  Kenneth Goldman
  </TABLE>
  
  
  <PAGE>   8
  
  
  <TABLE>
  <S>                                         <C>                                                   <C>
  /s/ John M. Connolly                        Director                                    April 5, 2001
  ---------------------------------
  John M. Connolly
  
  
  /s/ William S. Kaiser                       Director                                    April 5, 2001
  ---------------------------------
  William S. Kaiser
  
  
  /s/ John S. Katzman                         Director                                    April 5, 2001
  ---------------------------------
  John S. Katzman
  
  
  /s/ Marc J. Turtletaub                      Director                                    April 5, 2001
  ---------------------------------
  Marc J. Turtletaub
  
  
  /s/ Charles E. Young                        Director                                    April 5, 2001
  ---------------------------------
  Charles E. Young
  </TABLE>
  
  
  
  <PAGE>   9
  
  
  
                                    EXHIBIT INDEX
  
           Exhibit
           Number                    Description
           -------                   -----------
  
            4.1(1)        Amended and Restated Certificate of Incorporation of the
                          Registrant
  
            4.2(1)        Amended and Restated By-Laws of the Registrant
  
            4.3(2)        Specimen Certificate for Common Stock of the Registrant
  
            5.1           Opinion of General Counsel
  
           23.1           Consent of General Counsel (included in Exhibit 5)
  
           23.2           Consent of PricewaterhouseCoopers LLP
  
           24             Power of Attorney (included in the signature pages of
                          this Registration Statement)
  
  
  
  (1) Incorporated herein by reference from the Registrant's Annual Report on Form
  10-K for the year ended December 31, 1999.
  
  (2) Incorporated herein by reference from the Registrant's Registration on Form
  S-1, as amended (File No. 333-75807) filed May 11, 1999.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b38797sas-8.txt", "description": "STUDENT ADVANTAGE, INC.", "secsgml_size_bytes": 20888}]
metadata_filer: {"company-data": {"conformed-name": "STUDENT ADVANTAGE INC", "cik": "0001073508", "assigned-sic": "8600", "irs-number": "043263743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58344", "film-number": "1596339"}, "business-address": {"street1": "280 SUMMER STREET", "city": "BOSTON", "state": "MA", "zip": "02210", "phone": "6179122011"}, "mail-address": {"street1": "280 SUMMER STREET", "city": "BOSTON", "state": "MA", "zip": "02210"}}
text: 1
       As filed with the Securities and Exchange Commission on April 5, 2001
  
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               STUDENT ADVANTAGE, INC.
               (Exact name of registrant as specified in its charter)
  
                       DELAWARE                               04-3263743
   (State or other jurisdiction of incorporation or        (I.R.S. Employer
                    organization)                        Identification Number)
  
           280 SUMMER STREET, BOSTON, MA                        02210
     (Address of Principal Executive Offices)                 (Zip Code)
  
                      1999 STOCK OPTION AND INCENTIVE PLAN FOR
                     FORMER SCHOLARAID.COM, INC. OPTION HOLDERS
                              (Full title of the Plan)
  
                                RAYMOND V. SOZZI, JR.
            CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               STUDENT ADVANTAGE, INC.
                                  280 SUMMER STREET
                                  BOSTON, MA 02210
                       (Name and address of agent for service)
  
                                   (617) 912-2000
            (Telephone number, including area code, of agent for service)
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  PROPOSED MAXIMUM          PROPOSED              AMOUNT OF
        TITLE OF SECURITIES             AMOUNT TO BE       OFFERING PRICE PER     MAXIMUM AGGREGATE        REGISTRATION
         TO BE REGISTERED                REGISTERED              SHARE              OFFERING PRICE              FEE
        -------------------             ------------       ------------------     -----------------        ------------
  Common Stock, $.01 par
  value per share                       21,302 shares           $2.1719(1)           $46,265.81(1)             $11.57
  1. Estimated solely for the purpose of calculating the registration fee, and
  based upon the average of the high and low prices of the Registrant's Common
  Stock as reported by the NASDAQ National Market on March 30, 2001 in
  accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in documents sent or
  given to participants in the Registrant's 1999 Stock Option and Incentive Plan
  for Former ScholarAid.com, Inc. Stock Option Holders pursuant to Rule 428(b)(1)
  of the Securities Act of 1933, as amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
        ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
           (1) The Registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to
  Rule 424(b) under the Securities Act that contains audited financial statements
  for the Registrant's latest fiscal year for which such statements have been
  filed.
  
           (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (1) above.
  
           (3) The description of the common stock of the Registrant, $.01 par
  value per share (the "Common Stock"), contained in a registration statement
  filed under the Exchange Act, including any amendment or report filed for the
  purpose of updating such description.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  3
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                    The Registrant's Amended and Restated Certificate of
           Incorporation (the "Restated Certificate of Incorporation") provides
           that no director of the Registrant shall be personally liable for any
           monetary damages for any breach of fiduciary duty as a director, except
           to the extent that the Delaware General Corporation Law prohibits the
           elimination or limitation of liability of directors for breach of
           fiduciary duty.
  
                    The Registrant's Amended and Restated Certificate of
           Incorporation provides that a director or officer of the Registrant (a)
           shall be indemnified by the Registrant against all expenses (including
           attorneys' fees), judgments, fines and amounts paid in settlement
           incurred in connection with any litigation or other legal proceeding
           (other than an action by or in the right of the Registrant) brought
           against him by virtue of his position as a director or officer of the
           Registrant if he acted in good faith and in a manner he reasonably
           believed to be in, or not opposed to, the best interests of the
           Registrant, and, with respect to any criminal action or proceeding, had
           no reasonable cause to believe his conduct was unlawful and (b) shall
           be indemnified by the Registrant against all expenses (including
           attorneys' fees) and amounts paid in settlement incurred in connection
           with any action by or in the right of the Registrant brought against
           him by virtue of his position as a director or officer of the
           Registrant if he acted in good faith and in a manner he reasonably
           believed to be in, or not opposed to, the best interests of the
           Registrant, except that no indemnification shall be made with respect
           to any matter as to which such person shall have been adjudged to be
           liable to the Registrant, unless the Court of Chancery of Delaware
           determines that, despite such adjudication but in view of all of the
           circumstances, he is entitled to indemnification of such expenses.
           Notwithstanding the foregoing, to the extent that a director or officer
           has been successful, on the merits or otherwise, including, without
           limitation, the dismissal of an action without prejudice, he is
           required to be indemnified by the Registrant against all expenses
           (including attorneys' fees) incurred in connection therewith. Expenses
           shall be advanced to a director or officer at his request, unless it is
           determined that he did not act in good faith and in a manner he
           reasonably believed to be in, or not opposed to, the best interests of
           the Registrant, and, with respect to any criminal action or proceeding
           had reasonable cause to believe that his conduct was unlawful, provided
           that he undertakes to repay the amount advanced if it is ultimately
           determined that he is not entitled to indemnification for such
           expenses.
  4
  
                    Indemnification is required to be made unless the Registrant
           determines that the applicable standard of conduct required for
           indemnification has not been met. In the event of a determination by
           the Registrant that the director or officer did not meet the applicable
           standard of conduct required for indemnification, or if the Registrant
           fails to make an indemnification payment within 60 days after such
           payment is claimed by such person, such person is permitted to petition
           the court to make an independent determination as to whether such
           person is entitled to indemnification. As a condition precedent to the
           right of indemnification, the director or officer must give the
           Registrant notice of the action for which indemnity is sought and the
           Registrant has the right to participate in such action or assume the
           defense thereof.
  
                    The Registrant's Amended and Restated Certificate of
           Incorporation further provides that the indemnification provided
           therein is not exclusive, and provides that in the event that the
           Delaware General Corporation Law is amended to expand the
           indemnification permitted to directors or officers the Registrant must
           indemnify those persons to the fullest extent permitted by such law as
           so amended.
  
                    Section 145 of the Delaware General Corporation Law provides
           that a corporation has the power to indemnify a director, officer,
           employee or agent of the corporation and certain other persons serving
           at the request of the corporation in related capacities against amounts
           paid and expenses incurred in connection with an action or proceeding
           to which he is or is threatened to be made a party by reason of such
           position, if such person shall have acted in good faith and in a manner
           he reasonably believed to be in or not opposed to the best interests of
           the corporation, and, in any criminal proceeding, if such person had no
           reasonable cause to believe his conduct was unlawful; provided that, in
           the case of actions brought by or in the right of the corporation, no
           indemnification shall be made with respect to any matter as to which
           such person shall have been adjudged to be liable to the corporation
           unless and only to the extent that the adjudicating court determines
           that such indemnification is proper under the circumstances.
  
                    The Registrant has entered into agreements to indemnify its
           directors and officers, in addition to the indemnification provided for
           in the Registrant's Restated Certificate of Incorporation. These
           agreements, among other things, indemnify the Registrant's directors
           and officers for certain expenses (including attorneys' fees and
           associated legal expenses), judgments, fines and amounts paid in
           settlement amounts, actually and reasonably incurred by any such
           person's services as a director or officer of the Registrant or any
           other company or enterprise to which the person provides services at
           the request of the Registrant, if such officer or director acted in
           good faith and in a manner which he or she reasonably believed to be
           in, or not opposed to the best interests of the Registrant and with
           respect to any criminal proceeding, had no reasonable cause to believe
           his conduct was unlawful.
  5
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8. EXHIBITS
  
           The Exhibit Index immediately preceding the exhibits is incorporated
           herein by reference.
  
  ITEM 9. UNDERTAKINGS
  
           1.       The 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;
  
                        (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 (i) and (ii) do not apply if 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 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
  the Securities Act, each such post-effective amendment shall be deemed to be a
  new Registration Statement relating to the securities offered 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 a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           2. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the Registration Statement shall be
  6
  
  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. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Registrant of expenses incurred or
  paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Boston, Massachusetts on April 5, 2001.
  
                                         STUDENT ADVANTAGE, INC.
  
                                         By: /s/ Raymond V. Sozzi, Jr.
                                             --------------------------
                                             Raymond V. Sozzi, Jr.
                                             Chairman of the Board of Directors,
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Student Advantage, Inc.
  hereby severally constitute Raymond V. Sozzi, Jr., Laurie S. Jamieson and Mark
  G. Borden and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable Student Advantage, Inc. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  SIGNATURE                                            TITLE                                   DATE
  /s/ Raymond V. Sozzi, Jr.                   Chairman of the Board of                    April 5, 2001
  ---------------------------------           Directors, President and Chief
  Raymond V. Sozzi, Jr.                       Executive Officer (Principal
                                              Executive Officer)
  
  /s/ Kenneth Goldman                         Chief Financial Officer (Principal          April 5, 2001
  ---------------------------------           Financial and Accounting Officer)
  Kenneth Goldman
  8
  /s/ John M. Connolly                        Director                                    April 5, 2001
  ---------------------------------
  John M. Connolly
  
  /s/ William S. Kaiser                       Director                                    April 5, 2001
  ---------------------------------
  William S. Kaiser
  
  /s/ John S. Katzman                         Director                                    April 5, 2001
  ---------------------------------
  John S. Katzman
  
  /s/ Marc J. Turtletaub                      Director                                    April 5, 2001
  ---------------------------------
  Marc J. Turtletaub
  
  /s/ Charles E. Young                        Director                                    April 5, 2001
  ---------------------------------
  Charles E. Young
  9
  
                                    EXHIBIT INDEX
  
           Exhibit
           Number                    Description
           -------                   -----------
  
            4.1(1)        Amended and Restated Certificate of Incorporation of the
                          Registrant
  
            4.2(1)        Amended and Restated By-Laws of the Registrant
  
            4.3(2)        Specimen Certificate for Common Stock of the Registrant
  
            5.1           Opinion of General Counsel
  
           23.1           Consent of General Counsel (included in Exhibit 5)
  
           23.2           Consent of PricewaterhouseCoopers LLP
  
           24             Power of Attorney (included in the signature pages of
                          this Registration Statement)
  
  (1) Incorporated herein by reference from the Registrant's Annual Report on Form
  10-K for the year ended December 31, 1999.
  
  (2) Incorporated herein by reference from the Registrant's Registration on Form
  S-1, as amended (File No. 333-75807) filed May 11, 1999.