content: <PAGE>   1
      As filed with the Securities and Exchange Commission on January 8, 1999
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 BROADCAST.COM INC.
               (Exact Name of Registrant as Specified in its Charter)
  
  
                    DELAWARE                              75-2600532
          (State or other jurisdiction                 (I.R.S. Employer
        of incorporation or organization)           Identification Number)
  
                                 2914 TAYLOR STREET
                                 DALLAS, TEXAS 75226
            (Address of Principal Executive Offices, including Zip Code)
  
                                 BROADCAST.COM INC.
                          1998 EMPLOYEE STOCK PURCHASE PLAN
                               1998 STOCK OPTION PLAN
                    1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                (AMENDED AND RESTATED AS OF JUNE 1, 1997, AS AMENDED)
                               1996 STOCK OPTION PLAN
                    (AMENDED AND RESTATED AS OF FEBRUARY 1, 1997)
  
                             (Full Titles of the Plans)
  
  
                                   TODD R. WAGNER
                               CHIEF EXECUTIVE OFFICER
                                 BROADCAST.COM INC.
                                 2914 TAYLOR STREET
                                 DALLAS, TEXAS 75226
                       (Name and Address of Agent For Service)
  
                                   (214) 748-6660
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                      Copy to:
  
                               SEAN P. GRIFFITHS, ESQ.
                             GIBSON, DUNN & CRUTCHER LLP
                                   200 PARK AVENUE
                            NEW YORK, NEW YORK 10166-0193
                                   (212) 351-4000
  
  ================================================================================
  
  
  <PAGE>   2
  
  
  <TABLE>
  <CAPTION>
  =============================================================================================================================
                                                     CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------------
                                                                PROPOSED             PROPOSED MAXIMUM
        TITLE OF SECURITIES           AMOUNT TO BE       MAXIMUM OFFERING PRICE     AGGREGATE OFFERING          AMOUNT OF
          TO BE REGISTERED             REGISTERED             PER SHARE (1)              PRICE (1)          REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------------
  <S>                                <C>                <C>                        <C>                      <C>
  common stock, par value $.01
  per share ("Common Stock")            2,779,850                  N/A               $ 96,460,795            $ 26,816.10
  (2)......................
  -----------------------------------------------------------------------------------------------------------------------------
  
  Common Stock (3)..........            1,132,727                  N/A               $  5,301,162            $ 1,473.72
  -----------------------------------------------------------------------------------------------------------------------------
  
  Common Stock (4)                       150,000                   N/A               $  8,865,000            $ 2,464.47
  -----------------------------------------------------------------------------------------------------------------------------
  
  Common Stock (5)..........             250,000                   N/A               $ 16,202,500            $ 4,504.30
  -----------------------------------------------------------------------------------------------------------------------------
  
               Total........            4,312,577                  N/A               $126,829,457            $35,258.59
  -----------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)   Estimated solely for the purpose of calculating the registration fee.
  
  (2)   These shares are offered under the Company's 1998 Stock Option Plan.
        Pursuant to Rule 457(h)(1), the filing fee for the 2,599,785 shares
        subject to options that have been granted is calculated based upon the
        weighted average of the various strike prices of such shares, which is
        $31.83. Pursuant to Rule 457(h)(1), the filing fee for the
        180,065 shares subject to options that have not yet been granted is
        calculated based upon the average of the high and low selling prices per
        share of the Common Stock on December 31, 1998, as reported on the Nasdaq
        National Market, which was $76.25 per share.
  
  (3)   These shares are offered under the Company's 1996 Stock Option Plan.
        Pursuant to Rule 457(h)(1), the filing fee for the 1,132,727 shares
        subject to options that have been granted is calculated based upon the
        weighted average of the various strike prices of such shares, which is
        $4.68. 
  
  (4)   These shares are offered under the Company's 1996 Non-Employee Directors
        Stock Option Plan. Pursuant to Rule 457(h)(1), the filing fee for the
        39,900 shares subject to options that have been granted is
        calculated based upon the weighted average of the various strike prices of
        such shares, which is $11.77. Pursuant to Rule 457(h)(1), the filing
        fee for the 110,100 shares subject to options that have not yet been
        granted is calculated based upon the average of the high and low selling
        prices per share of the Common Stock on December 31, 1998, as reported on
        the Nasdaq National Market, which was $76.25 per share.
  
  (5)   These shares are offered under the Company's 1998 Employee Purchase Plan.
        The aggregate offering price was estimated using a per share price of
        $64.81, or 85% of $76.25, which price per share is the estimated
        basis at which the shares will be issued pursuant to such plan.
  
  ================================================================================
  
  
                                         i
  <PAGE>   3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                                  EXPLANATORY NOTE
  
                    Information required by Part I to be contained in the Section
  10(a) prospectus is omitted from this Registration Statement in accordance with
  Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and
  the Note to Part I of Form S-8.
  
  
  
                                        I-1
  
  <PAGE>   4
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents of the Company heretofore filed with the
  Securities and Exchange Commission (the "Commission") are hereby incorporated in
  this Registration Statement by reference:
  
       (1) The Company's Prospectus, dated July 16, 1998, filed pursuant to Rule
           424(b)(4) under the Securities Act;
  
       (2) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
           ended June 30, 1998 and September 30, 1998;
  
       (3) The Company's Current Reports on Form 8-K filed on November 20, 1998 
           and December 15, 1998; and
  
       (4) The description of the Common Stock contained in the Company's
           Registration Statement on Form S-1 (File No. 333-52877) and
           incorporated by reference in the Company's Registration Statement on
           Form 8-A (File No. 000-24591).
  
           All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereunder have been sold or which deregisters all such shares then remaining
  unsold shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such reports or
  documents. Any statement contained herein or 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 earlier 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  
                                        II-1
  
  <PAGE>   5
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the Common Stock offered hereby will be passed upon for
  the Company by Gibson, Dunn & Crutcher LLP, New York, New York. Sean P.
  Griffiths, a partner of Gibson, Dunn & Crutcher LLP, currently owns 20,220
  shares of Common Stock of the Company.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 (a) of the DGCL provides that a Delaware corporation may
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding, whether
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation) by reason of the fact that such person is or was a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation or enterprise, against expenses, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by such person in
  connection with such action, suit or proceeding if he or she acted in good faith
  and in a manner he or she reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had no cause to believe his or her conduct was unlawful.
  
           Section 145(b) of the DGCL provides that a Delaware corporation may
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that such
  person acted in any of the capacities set forth above, against expenses actually
  and reasonably incurred by such person in connection with the defense or
  settlement of such action or suit if he or she acted under similar standards,
  except that no indemnification may be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable for
  negligence or misconduct in the performance of his or her duty to the
  corporation unless and only to the extent that the court in which such action or
  suit was brought shall determine that, despite the adjudication of liability but
  in view of all the circumstances of the case, such person is fairly and
  reasonably entitled to be indemnified for such expenses which the court shall
  deem proper.
  
           Section 145 of DGCL further provides that to the extent a director or
  officer of a corporation has been successful in the defense of any action, suit
  or proceeding referred to in subsection (a) and (b) or in the defense of any
  claim, issue or matter therein, such officer or director shall be indemnified
  against expenses actually and reasonably incurred by him or her in connection
  therewith; that indemnification provided for by Section 145 shall not be deemed
  exclusive of any other rights to which the indemnified party may be entitled;
  and that the corporation may purchase and maintain insurance on behalf of a
  director or officer of the corporation against any liability asserted against
  such officer or director and incurred by him or her in any such capacity or
  arising out of his or her status as such, whether or not the corporation would
  have the power to indemnify him or her against such liabilities under Section
  145.
  
  
  
                                        II-2
  <PAGE>   6
  
           As permitted by Section 102(b)(7) of the DGCL, the Company's Restated
  Certificate of Incorporation, as amended, provides that a director shall not be
  liable to the Company or its stockholders for monetary damages for breach of
  fiduciary duty as a director. However, such provision does not eliminate or
  limit the liability of a director for acts or omissions not in good faith or for
  breaching his or her duty of loyalty, engaging in intentional misconduct or
  knowingly violating a law, paying a dividend or approving a stock repurchase
  which was illegal, or obtaining an improper personal benefit. A provision of
  this type has no effect on the availability of equitable remedies, such as
  injunction or rescission, for breach of fiduciary duty.
  
           The Company's Bylaws require the Company to indemnify any person who
  was or is a party or is threatened to be made a party to any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative (other than an action by or in the right of the Company) by
  reason of the fact that he is or was a director, officer or employee of the
  Company, or that being such a director, officer or employee he is or was serving
  at the request of the Company as a director, officer or employee of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding 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
  Company, and with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. The termination of any
  action, suit or proceeding by judgment, order, settlement, conviction, or upon a
  plea of nolo contendere or its equivalent, does not, of itself, create a
  presumption that the person did not act in good faith and in a manner which he
  reasonably believed to be in or not opposed to the best interests of the
  Company, and, with respect to any criminal action or proceeding, that he had
  reasonable cause to believe that his conduct was unlawful.
  
           In addition, the Company's Bylaws require the Company to indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  Company to procure a judgment in its favor by reason of the fact that he is or
  was a director, officer, employee or agent of the Company, or that being such a
  director, officer or employee he is or was serving at the request of the Company
  as a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise against expenses (including attorneys'
  fees) actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit 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
  Company, except that no indemnification may be made in respect of any claim,
  issue or matter as to which such person shall have been adjudged to be liable
  for negligence or misconduct in the performance of his duty to the Company
  unless and only to the extent that the Court of Chancery or the court in which
  such action or suit was brought shall determine upon application that, despite
  the adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the Court of Chancery or such other court shall deem proper.
  
  
  
                                        II-3
  
  <PAGE>   7
  
           Any indemnification (unless ordered by a court) made by the Company may
  be only as authorized in the specific case upon a determination that
  indemnification of the director, officer, employee or agent is proper in the
  circumstances because he has met the applicable standard of conduct as set forth
  above. Such determination must be made (i) by the Board by a majority vote of a
  quorum consisting of directors who were not parties to such action, suit or
  proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
  a quorum of disinterested directors so directs, by independent legal counsel in
  a written opinion, or (iii) by the stockholders.
  
           To the extent that a director, officer, employee or agent of the
  Company has been successful on the merits or otherwise in defense of any covered
  action, suit or proceeding, or in defense of any covered claim, issue or matter
  therein, he will be indemnified against expenses (including attorneys' fees)
  actually and reasonably incurred by him in connection therewith.
  
           Expenses incurred by an officer or director in defending a civil or
  criminal action, suit or proceeding may be paid by the Company in advance of the
  final disposition of such action, suit or proceeding as authorized by the Board
  in the specific case upon receipt of an undertaking by or on behalf of the
  director or officer to repay such amount unless it shall ultimately be
  determined that he is entitled to be indemnified by the Company as authorized in
  the Bylaws. Such expenses incurred by other employees and agents may be so paid
  upon such terms and conditions, if any, as the Board deems appropriate.
  
           The Company has entered into employment agreements with Todd R. Wagner,
  the Chief Executive Officer and a director, and Mark Cuban, the President and a
  director, which provide for indemnification for Mr. Wagner and Mr. Cuban to the
  fullest extent allowed under applicable law against any and all judgments,
  penalties (including excise and similar taxes), fines, settlements and
  reasonable expenses (including attorneys' fees) actually incurred by him (net of
  any related insurance proceeds or other amounts received by him or paid by or on
  behalf of the Company on his behalf in compensation of such judgments,
  penalties, fines, settlements or expenses) in connection with any threatened,
  actual or completed action, suit or proceeding, whether civil, criminal,
  arbitral, administrative or investigative, or any appeal in such action, suit or
  proceeding, to which he was, is or is threatened to be made a named defendant or
  respondent, because he is or was a director or officer of the Company, or is or
  was serving at the request of the Company as a director, officer, partner,
  venturer, proprietor, trustee, employee, agent or similar functionary of another
  corporation, partnership, joint venture, sole proprietorship, trust, employee
  benefit plan or other enterprise.
  
           The Company maintains policies of directors' and officers' liability
  insurance.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           See Index to Exhibits.
  
  
  
                                        II-4
  <PAGE>   8
  
  ITEM 9.  UNDERTAKINGS.
  
           (1)  The undersigned Company hereby undertakes:
  
           (a)  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 this Registration
                       Statement (or the most recent post-effective amendment
                       thereof) which, individually or in the aggregate, represent
                       a fundamental change in the information set forth in this
                       Registration Statement; and
  
                             (iii) To include any material information with
                       respect to the plan of distribution not previously
                       disclosed in this Registration Statement or any material
                       change to such information in this Registration Statement;
  
                provided, however, that paragraphs (1)(a)(i) and (1)(a)(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 Company pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in this Registration Statement.
  
  
                (b) 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.
  
                (c) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (2) The undersigned Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the Company's
  annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
  (and, where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
  
  
                                        II-5
  <PAGE>   9
  
           (3) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  In the event that a claim for indemnification against such liabilities (other
  than the payment by the Company of expenses incurred or paid by a director,
  officer or controlling person of the Company 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 Company will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        II-6
  <PAGE>   10
  
                                     SIGNATURES
  
                    Pursuant to the requirements of the Securities Act, the
  Company certifies that it has reasonable grounds to believe that it meets all of
  the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on this 8th day of January,
  1999.
  
  
  
                                         BROADCAST.COM INC.
  
  
  
                                         By: /s/ JACK A. RIGGS
                                            --------------------------------------
                                            Jack A. Riggs
                                            Chief Financial Officer
  
  
  
                                        II-7
  <PAGE>   11
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints Jack A. Riggs, his true and lawful attorney-in-fact and
  agent, with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any and all
  amendments, including post-effective amendments, to this Registration Statement,
  and to file the same, with all exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact and agent full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorney-in-fact and
  agent, or his substitute or substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
                    Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed on this 8th day of January, 1999, by
  the following persons in the capacities indicated.
  
  <TABLE>
  <CAPTION>
                   Signature                                   Title               
                   ---------                                   -----              
  
  
  <S>       /s/ TODD R. WAGNER                     <C>                          
      -----------------------------------             Chief Executive Officer    
                Todd R. Wagner                     (Principal Executive Officer)
  
  
              /s/ MARK CUBAN                           Chairman of the Board
      -----------------------------------                   and President      
                  Mark Cuban
  
  
             /s/ JACK A. RIGGS                   Chief Financial Officer (Principal
      -----------------------------------                    Financial
                 Jack A. Riggs                        and Accounting Officer)
                                                            and Director
  
            /s/ STEVEN D. LEEKE
      -----------------------------------                     Director 
                Steven D. Leeke
  
  
           /s/ RANDALL S. BATTAT
      -----------------------------------                     Director 
               Randall S. Battat
  
  
            /s/ JOSEPH W. AUTEM
      -----------------------------------                     Director 
                Joseph W. Autem
  </TABLE>
  
  
  
                                        II-8
  <PAGE>   12
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit 
   Number                                         Description
  -------                                         -----------
  
  <S>              <C>
      4.1          Restated Certificate of Incorporation of the Company, as amended (filed June 23,
                   1998), incorporated herein by reference to Exhibit 3.1.1 of the Company's Form S-1
                   Registration Statement.
  
      4.2          Form of Common Stock Certificate, incorporated herein by reference to Exhibit 4.1
                   of Company's Form S-1 Registration Statement.
  
      4.3          1998 Employee Stock Purchase Plan, incorporated herein by reference to Exhibit 10.7
                   of the Company's Form S-1 Registration Statement.
  
      4.4          1998 Stock Option Plan, incorporated herein by reference to Exhibit 10.9 of the
                   Company's Form S-1 Registration Statement.
  
      4.5          Form of the Company's Stock Option Agreement under the 1998 Stock Option Plan,
                   incorporated herein by reference to Exhibit 10.10 of the Company's Form S-1
                   Registration Statement.
  
      4.6          1996 Non-Employee Directors Stock Option Plan (Amended and Restated as of June 1,
                   1997, as amended), incorporated herein by reference to Exhibit 10.11 of the
                   Company's Form S-1 Registration Statement.
  
      4.7          1996 Stock Option Plan (Amended and Restated as of February 1, 1997), incorporated
                   herein by reference to Exhibit 10.8 of the Company's Form S-1 Registration
                   Statement.
  
      5.1          Opinion of Gibson, Dunn & Crutcher LLP.
  
      23.1         Consent of PricewaterhouseCoopers LLP.
  
      23.2         Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
  
      24.1         Power of Attorney (included on signature page of this Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29340}]
metadata_filer: {"company-data": {"conformed-name": "BROADCAST COM INC", "cik": "0001061236", "assigned-sic": "4899", "irs-number": "752600532", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70331", "film-number": "99503357"}, "business-address": {"street1": "2914 TAYLOR STREET", "city": "DALLAS", "state": "TX", "zip": "75226", "phone": "2147486660"}, "mail-address": {"street1": "2914 TAYLOR STREET", "city": "DALLAS", "state": "TX", "zip": "75226"}}
text: 1
      As filed with the Securities and Exchange Commission on January 8, 1999
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 BROADCAST.COM INC.
               (Exact Name of Registrant as Specified in its Charter)
  
                    DELAWARE                              75-2600532
          (State or other jurisdiction                 (I.R.S. Employer
        of incorporation or organization)           Identification Number)
  
                                 2914 TAYLOR STREET
                                 DALLAS, TEXAS 75226
            (Address of Principal Executive Offices, including Zip Code)
  
                                 BROADCAST.COM INC.
                          1998 EMPLOYEE STOCK PURCHASE PLAN
                               1998 STOCK OPTION PLAN
                    1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                (AMENDED AND RESTATED AS OF JUNE 1, 1997, AS AMENDED)
                               1996 STOCK OPTION PLAN
                    (AMENDED AND RESTATED AS OF FEBRUARY 1, 1997)
  
                             (Full Titles of the Plans)
  
                                   TODD R. WAGNER
                               CHIEF EXECUTIVE OFFICER
                                 BROADCAST.COM INC.
                                 2914 TAYLOR STREET
                                 DALLAS, TEXAS 75226
                       (Name and Address of Agent For Service)
  
                                   (214) 748-6660
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                      Copy to:
  
                               SEAN P. GRIFFITHS, ESQ.
                             GIBSON, DUNN & CRUTCHER LLP
                                   200 PARK AVENUE
                            NEW YORK, NEW YORK 10166-0193
                                   (212) 351-4000
  
  ================================================================================
  2
  =============================================================================================================================
                                                     CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------------
                                                                PROPOSED             PROPOSED MAXIMUM
        TITLE OF SECURITIES           AMOUNT TO BE       MAXIMUM OFFERING PRICE     AGGREGATE OFFERING          AMOUNT OF
          TO BE REGISTERED             REGISTERED             PER SHARE (1)              PRICE (1)          REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------------
  common stock, par value $.01
  per share ("Common Stock")            2,779,850                  N/A               $ 96,460,795            $ 26,816.10
  (2)......................
  -----------------------------------------------------------------------------------------------------------------------------
  
  Common Stock (3)..........            1,132,727                  N/A               $  5,301,162            $ 1,473.72
  -----------------------------------------------------------------------------------------------------------------------------
  
  Common Stock (4)                       150,000                   N/A               $  8,865,000            $ 2,464.47
  -----------------------------------------------------------------------------------------------------------------------------
  
  Common Stock (5)..........             250,000                   N/A               $ 16,202,500            $ 4,504.30
  -----------------------------------------------------------------------------------------------------------------------------
  
               Total........            4,312,577                  N/A               $126,829,457            $35,258.59
  -----------------------------------------------------------------------------------------------------------------------------
  (1)   Estimated solely for the purpose of calculating the registration fee.
  
  (2)   These shares are offered under the Company's 1998 Stock Option Plan.
        Pursuant to Rule 457(h)(1), the filing fee for the 2,599,785 shares
        subject to options that have been granted is calculated based upon the
        weighted average of the various strike prices of such shares, which is
        $31.83. Pursuant to Rule 457(h)(1), the filing fee for the
        180,065 shares subject to options that have not yet been granted is
        calculated based upon the average of the high and low selling prices per
        share of the Common Stock on December 31, 1998, as reported on the Nasdaq
        National Market, which was $76.25 per share.
  
  (3)   These shares are offered under the Company's 1996 Stock Option Plan.
        Pursuant to Rule 457(h)(1), the filing fee for the 1,132,727 shares
        subject to options that have been granted is calculated based upon the
        weighted average of the various strike prices of such shares, which is
        $4.68. 
  
  (4)   These shares are offered under the Company's 1996 Non-Employee Directors
        Stock Option Plan. Pursuant to Rule 457(h)(1), the filing fee for the
        39,900 shares subject to options that have been granted is
        calculated based upon the weighted average of the various strike prices of
        such shares, which is $11.77. Pursuant to Rule 457(h)(1), the filing
        fee for the 110,100 shares subject to options that have not yet been
        granted is calculated based upon the average of the high and low selling
        prices per share of the Common Stock on December 31, 1998, as reported on
        the Nasdaq National Market, which was $76.25 per share.
  
  (5)   These shares are offered under the Company's 1998 Employee Purchase Plan.
        The aggregate offering price was estimated using a per share price of
        $64.81, or 85% of $76.25, which price per share is the estimated
        basis at which the shares will be issued pursuant to such plan.
  
  ================================================================================
  
                                         i
  3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                                  EXPLANATORY NOTE
  
                    Information required by Part I to be contained in the Section
  10(a) prospectus is omitted from this Registration Statement in accordance with
  Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and
  the Note to Part I of Form S-8.
  
                                        I-1
  4
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents of the Company heretofore filed with the
  Securities and Exchange Commission (the "Commission") are hereby incorporated in
  this Registration Statement by reference:
  
       (1) The Company's Prospectus, dated July 16, 1998, filed pursuant to Rule
           424(b)(4) under the Securities Act;
  
       (2) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
           ended June 30, 1998 and September 30, 1998;
  
       (3) The Company's Current Reports on Form 8-K filed on November 20, 1998 
           and December 15, 1998; and
  
       (4) The description of the Common Stock contained in the Company's
           Registration Statement on Form S-1 (File No. 333-52877) and
           incorporated by reference in the Company's Registration Statement on
           Form 8-A (File No. 000-24591).
  
           All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereunder have been sold or which deregisters all such shares then remaining
  unsold shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such reports or
  documents. Any statement contained herein or 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 earlier 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
                                        II-1
  5
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the Common Stock offered hereby will be passed upon for
  the Company by Gibson, Dunn & Crutcher LLP, New York, New York. Sean P.
  Griffiths, a partner of Gibson, Dunn & Crutcher LLP, currently owns 20,220
  shares of Common Stock of the Company.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 (a) of the DGCL provides that a Delaware corporation may
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding, whether
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation) by reason of the fact that such person is or was a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation or enterprise, against expenses, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by such person in
  connection with such action, suit or proceeding if he or she acted in good faith
  and in a manner he or she reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had no cause to believe his or her conduct was unlawful.
  
           Section 145(b) of the DGCL provides that a Delaware corporation may
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that such
  person acted in any of the capacities set forth above, against expenses actually
  and reasonably incurred by such person in connection with the defense or
  settlement of such action or suit if he or she acted under similar standards,
  except that no indemnification may be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable for
  negligence or misconduct in the performance of his or her duty to the
  corporation unless and only to the extent that the court in which such action or
  suit was brought shall determine that, despite the adjudication of liability but
  in view of all the circumstances of the case, such person is fairly and
  reasonably entitled to be indemnified for such expenses which the court shall
  deem proper.
  
           Section 145 of DGCL further provides that to the extent a director or
  officer of a corporation has been successful in the defense of any action, suit
  or proceeding referred to in subsection (a) and (b) or in the defense of any
  claim, issue or matter therein, such officer or director shall be indemnified
  against expenses actually and reasonably incurred by him or her in connection
  therewith; that indemnification provided for by Section 145 shall not be deemed
  exclusive of any other rights to which the indemnified party may be entitled;
  and that the corporation may purchase and maintain insurance on behalf of a
  director or officer of the corporation against any liability asserted against
  such officer or director and incurred by him or her in any such capacity or
  arising out of his or her status as such, whether or not the corporation would
  have the power to indemnify him or her against such liabilities under Section
  145.
  
                                        II-2
  6
  
           As permitted by Section 102(b)(7) of the DGCL, the Company's Restated
  Certificate of Incorporation, as amended, provides that a director shall not be
  liable to the Company or its stockholders for monetary damages for breach of
  fiduciary duty as a director. However, such provision does not eliminate or
  limit the liability of a director for acts or omissions not in good faith or for
  breaching his or her duty of loyalty, engaging in intentional misconduct or
  knowingly violating a law, paying a dividend or approving a stock repurchase
  which was illegal, or obtaining an improper personal benefit. A provision of
  this type has no effect on the availability of equitable remedies, such as
  injunction or rescission, for breach of fiduciary duty.
  
           The Company's Bylaws require the Company to indemnify any person who
  was or is a party or is threatened to be made a party to any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative (other than an action by or in the right of the Company) by
  reason of the fact that he is or was a director, officer or employee of the
  Company, or that being such a director, officer or employee he is or was serving
  at the request of the Company as a director, officer or employee of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding 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
  Company, and with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. The termination of any
  action, suit or proceeding by judgment, order, settlement, conviction, or upon a
  plea of nolo contendere or its equivalent, does not, of itself, create a
  presumption that the person did not act in good faith and in a manner which he
  reasonably believed to be in or not opposed to the best interests of the
  Company, and, with respect to any criminal action or proceeding, that he had
  reasonable cause to believe that his conduct was unlawful.
  
           In addition, the Company's Bylaws require the Company to indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  Company to procure a judgment in its favor by reason of the fact that he is or
  was a director, officer, employee or agent of the Company, or that being such a
  director, officer or employee he is or was serving at the request of the Company
  as a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise against expenses (including attorneys'
  fees) actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit 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
  Company, except that no indemnification may be made in respect of any claim,
  issue or matter as to which such person shall have been adjudged to be liable
  for negligence or misconduct in the performance of his duty to the Company
  unless and only to the extent that the Court of Chancery or the court in which
  such action or suit was brought shall determine upon application that, despite
  the adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the Court of Chancery or such other court shall deem proper.
  
                                        II-3
  7
  
           Any indemnification (unless ordered by a court) made by the Company may
  be only as authorized in the specific case upon a determination that
  indemnification of the director, officer, employee or agent is proper in the
  circumstances because he has met the applicable standard of conduct as set forth
  above. Such determination must be made (i) by the Board by a majority vote of a
  quorum consisting of directors who were not parties to such action, suit or
  proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
  a quorum of disinterested directors so directs, by independent legal counsel in
  a written opinion, or (iii) by the stockholders.
  
           To the extent that a director, officer, employee or agent of the
  Company has been successful on the merits or otherwise in defense of any covered
  action, suit or proceeding, or in defense of any covered claim, issue or matter
  therein, he will be indemnified against expenses (including attorneys' fees)
  actually and reasonably incurred by him in connection therewith.
  
           Expenses incurred by an officer or director in defending a civil or
  criminal action, suit or proceeding may be paid by the Company in advance of the
  final disposition of such action, suit or proceeding as authorized by the Board
  in the specific case upon receipt of an undertaking by or on behalf of the
  director or officer to repay such amount unless it shall ultimately be
  determined that he is entitled to be indemnified by the Company as authorized in
  the Bylaws. Such expenses incurred by other employees and agents may be so paid
  upon such terms and conditions, if any, as the Board deems appropriate.
  
           The Company has entered into employment agreements with Todd R. Wagner,
  the Chief Executive Officer and a director, and Mark Cuban, the President and a
  director, which provide for indemnification for Mr. Wagner and Mr. Cuban to the
  fullest extent allowed under applicable law against any and all judgments,
  penalties (including excise and similar taxes), fines, settlements and
  reasonable expenses (including attorneys' fees) actually incurred by him (net of
  any related insurance proceeds or other amounts received by him or paid by or on
  behalf of the Company on his behalf in compensation of such judgments,
  penalties, fines, settlements or expenses) in connection with any threatened,
  actual or completed action, suit or proceeding, whether civil, criminal,
  arbitral, administrative or investigative, or any appeal in such action, suit or
  proceeding, to which he was, is or is threatened to be made a named defendant or
  respondent, because he is or was a director or officer of the Company, or is or
  was serving at the request of the Company as a director, officer, partner,
  venturer, proprietor, trustee, employee, agent or similar functionary of another
  corporation, partnership, joint venture, sole proprietorship, trust, employee
  benefit plan or other enterprise.
  
           The Company maintains policies of directors' and officers' liability
  insurance.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           See Index to Exhibits.
  
                                        II-4
  8
  
  ITEM 9.  UNDERTAKINGS.
  
           (1)  The undersigned Company hereby undertakes:
  
           (a)  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 this Registration
                       Statement (or the most recent post-effective amendment
                       thereof) which, individually or in the aggregate, represent
                       a fundamental change in the information set forth in this
                       Registration Statement; and
  
                             (iii) To include any material information with
                       respect to the plan of distribution not previously
                       disclosed in this Registration Statement or any material
                       change to such information in this Registration Statement;
  
                provided, however, that paragraphs (1)(a)(i) and (1)(a)(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 Company pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in this Registration Statement.
  
                (b) 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.
  
                (c) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (2) The undersigned Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the Company's
  annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
  (and, where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
                                        II-5
  9
  
           (3) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Act and is, therefore, unenforceable.
  In the event that a claim for indemnification against such liabilities (other
  than the payment by the Company of expenses incurred or paid by a director,
  officer or controlling person of the Company 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 Company will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                                        II-6
  10
  
                                     SIGNATURES
  
                    Pursuant to the requirements of the Securities Act, the
  Company certifies that it has reasonable grounds to believe that it meets all of
  the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on this 8th day of January,
  1999.
  
                                         BROADCAST.COM INC.
  
                                         By: /s/ JACK A. RIGGS
                                            --------------------------------------
                                            Jack A. Riggs
                                            Chief Financial Officer
  
                                        II-7
  11
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints Jack A. Riggs, his true and lawful attorney-in-fact and
  agent, with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any and all
  amendments, including post-effective amendments, to this Registration Statement,
  and to file the same, with all exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorney-in-fact and agent full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorney-in-fact and
  agent, or his substitute or substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
                    Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed on this 8th day of January, 1999, by
  the following persons in the capacities indicated.
  Signature                                   Title               
                   ---------                                   -----
  /s/ TODD R. WAGNER
  -----------------------------------             Chief Executive Officer    
                Todd R. Wagner                     (Principal Executive Officer)
  
              /s/ MARK CUBAN                           Chairman of the Board
      -----------------------------------                   and President      
                  Mark Cuban
  
             /s/ JACK A. RIGGS                   Chief Financial Officer (Principal
      -----------------------------------                    Financial
                 Jack A. Riggs                        and Accounting Officer)
                                                            and Director
  
            /s/ STEVEN D. LEEKE
      -----------------------------------                     Director 
                Steven D. Leeke
  
           /s/ RANDALL S. BATTAT
      -----------------------------------                     Director 
               Randall S. Battat
  
            /s/ JOSEPH W. AUTEM
      -----------------------------------                     Director 
                Joseph W. Autem
  II-8
  12
  
                                    EXHIBIT INDEX
  Exhibit 
   Number                                         Description
  -------                                         -----------
  4.1          Restated Certificate of Incorporation of the Company, as amended (filed June 23,
                   1998), incorporated herein by reference to Exhibit 3.1.1 of the Company's Form S-1
                   Registration Statement.
  
      4.2          Form of Common Stock Certificate, incorporated herein by reference to Exhibit 4.1
                   of Company's Form S-1 Registration Statement.
  
      4.3          1998 Employee Stock Purchase Plan, incorporated herein by reference to Exhibit 10.7
                   of the Company's Form S-1 Registration Statement.
  
      4.4          1998 Stock Option Plan, incorporated herein by reference to Exhibit 10.9 of the
                   Company's Form S-1 Registration Statement.
  
      4.5          Form of the Company's Stock Option Agreement under the 1998 Stock Option Plan,
                   incorporated herein by reference to Exhibit 10.10 of the Company's Form S-1
                   Registration Statement.
  
      4.6          1996 Non-Employee Directors Stock Option Plan (Amended and Restated as of June 1,
                   1997, as amended), incorporated herein by reference to Exhibit 10.11 of the
                   Company's Form S-1 Registration Statement.
  
      4.7          1996 Stock Option Plan (Amended and Restated as of February 1, 1997), incorporated
                   herein by reference to Exhibit 10.8 of the Company's Form S-1 Registration
                   Statement.
  
      5.1          Opinion of Gibson, Dunn & Crutcher LLP.
  
      23.1         Consent of PricewaterhouseCoopers LLP.
  
      23.2         Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
  
      24.1         Power of Attorney (included on signature page of this Registration Statement).