content: <PAGE>   1
       As filed with the Securities and Exchange Commission on June 30, 2000
  
                                                     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 PLAN FOR FORMER
                      COLLEGE411.COM, INC. STOCK 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        MAXIMUM AGGREGATE        REGISTRATION
         TO BE REGISTERED                REGISTERED           PER SHARE            OFFERING PRICE              FEE
        -------------------             ------------       ----------------       -----------------        ------------
  
  <S>                               <C>                <C>                  <C>                      <C>
  
  Common Stock, $.01 par value
  per share                             36,162 shares          $7.375(1)            $266,694.75(1)             $70.41
  </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 June 29, 2000 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 Plan for Former
  College411.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 in-
  demnification 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.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  
  <PAGE>   5
  
  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 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.
  
  <PAGE>   6
  
                 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 June 30, 2000.
  
  
                                      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., Christopher B. Andrews 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                      June 30, 2000
  ----------------------------       Directors, President and Chief
  Raymond V. Sozzi, Jr.              Executive Officer (Principal
                                     Executive Officer)
  
  /s/ Christopher B. Andrews         Vice President, Finance and                   June 30, 2000
  ----------------------------       Administration and Chief
  Christopher B. Andrews             Financial Officer (Principal
                                     Financial and Accounting Officer)
  
  </TABLE>
  
  <PAGE>   8
  
  <TABLE>
  <CAPTION>
  
  SIGNATURE                          TITLE                                             DATE
  ---------                          -----                                             ----
  
  <S>                           <C>                                            <C>
  
  /s/ John M. Connolly               Director                                      June 30, 2000
  -------------------------
  John M. Connolly
  
  
  /s/ William S. Kaiser              Director                                      June 30, 2000
  --------------------------
  William S. Kaiser
  
  
  /s/ John S. Katzman                Director                                      June 30, 2000
  -------------------------
  John S. Katzman
  
  
  /s/ Marc J. Turtletaub             Director                                      June 30, 2000
  --------------------------
  Marc J. Turtletaub
  
  
  /s/ Charles E. Young               Director                                      June 30, 2000
  --------------------------
  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 Hale and Dorr LLP
  
      23.1    Consent of Hale and Dorr LLP (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 filed March 30, 2000.
  
  (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": "s-8.txt", "description": "STUDENT ADVANTAGE, INC. 1999 STOCK PLAN", "secsgml_size_bytes": 20222}]
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": "333-40728", "film-number": "666992"}, "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 June 30, 2000
  
                                                     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 PLAN FOR FORMER
                      COLLEGE411.COM, INC. STOCK 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        MAXIMUM AGGREGATE        REGISTRATION
         TO BE REGISTERED                REGISTERED           PER SHARE            OFFERING PRICE              FEE
        -------------------             ------------       ----------------       -----------------        ------------
  Common Stock, $.01 par value
  per share                             36,162 shares          $7.375(1)            $266,694.75(1)             $70.41
  --------------
  
  (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 June 29, 2000 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 Plan for Former
  College411.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 in-
  demnification 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.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  5
  
  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 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.
  6
  
                 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 June 30, 2000.
  
                                      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., Christopher B. Andrews 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                      June 30, 2000
  ----------------------------       Directors, President and Chief
  Raymond V. Sozzi, Jr.              Executive Officer (Principal
                                     Executive Officer)
  
  /s/ Christopher B. Andrews         Vice President, Finance and                   June 30, 2000
  ----------------------------       Administration and Chief
  Christopher B. Andrews             Financial Officer (Principal
                                     Financial and Accounting Officer)
  8
  SIGNATURE                          TITLE                                             DATE
  ---------                          -----                                             ----
  /s/ John M. Connolly               Director                                      June 30, 2000
  -------------------------
  John M. Connolly
  
  /s/ William S. Kaiser              Director                                      June 30, 2000
  --------------------------
  William S. Kaiser
  
  /s/ John S. Katzman                Director                                      June 30, 2000
  -------------------------
  John S. Katzman
  
  /s/ Marc J. Turtletaub             Director                                      June 30, 2000
  --------------------------
  Marc J. Turtletaub
  
  /s/ Charles E. Young               Director                                      June 30, 2000
  --------------------------
  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 Hale and Dorr LLP
  
      23.1    Consent of Hale and Dorr LLP (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 filed March 30, 2000.
  
  (2) Incorporated herein by reference from the Registrant's Registration on Form
  S-1, as amended (File No. 333-75807) filed May 11, 1999.