K2 DESIGN INC
8-A12B, 1996-06-26
BUSINESS SERVICES, NEC
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                                  FORM 8-A
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) or (g) OF THE 
                           SECURITIES ACT OF 1934



                               K2 DESIGN, INC.                        
     -----------------------------------------------------------------
           (Exact name of registrant as specified in its charter)



                 Delaware                            13-3886065       
- ---------------------------------------------------------------------------
   (State of incorporation or organization                I.R.S. Employer  
                                                        Identification No.)


New York Information Technology Center
55 Broad Street, 7th Floor, New York, New York                   10004     
- ---------------------------------------------------------------------------
(Address of principal executive office)                        (Zip Code)  


Securities to be registered pursuant to Section 12(b) of the Act:


                                   Name of Each Exchange
     Title of Each Class            on which Each Class
     to be so Registered            is to be Registered  
     -------------------           ----------------------

     Common Stock, $.01            Boston Stock Exchange
     par value per share

     Common Stock                  Boston Stock Exchange
     Purchase Warrants


Securities to be registered pursuant to Section 12(g) of the Act:


                                    None




<PAGE>



Item 1.  Description of Securities
         -------------------------

     The information set forth under "Description of Securities" in the
registration statement on Form SB-2, File No. 333-4319     (the
"Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") is hereby incorporated by reference.

Item 2.  Exhibits
         --------

     1.1  Specimen Common Stock Certificate.  Incorporated by reference to
          Exhibit 4.1 to the Registration Statement.

     1.2  Specimen Warrant Certificate.  Incorporated by reference to
          Exhibit 4.2 to the Registration Statement.

     1.3  Form of Warrant Agreement.  Incorporated by reference to Exhibit
          4.4 to the Registration Statement.

     2.1  Certificate of Incorporation of the registrant.  Incorporated by
          reference to Exhibit 3.1 to the Registration Statement.

     2.2  By-laws of the registrant.  Incorporated by reference to Exhibit
          3.2 to the Registration Statement.


                                 SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.


                              K2 DESIGN, INC.



                              By:  /s/ David J. Centner     
                                 ---------------------------
                                 David J. Centner, Chairman


Dated: June 26, 1996






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