U S INTERACTIVE INC/PA
8-A12G, 1999-08-03
MANAGEMENT CONSULTING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  -------------


                                    FORM 8-A


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


                             U. S. Interactive, Inc.
      ---------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                 Delaware                                   22-3316696
      ---------------------------------------------------------------------
     (State or Other Jurisdiction of                       (IRS Employer
      Incorporation or Organization)                    Identification No.)

              2012 Renaissance Boulevard
            King of Prussia, Pennsylvania                    19406
      ---------------------------------------------------------------------
      (Address of Principal Executive Offices)             (Zip Code)


If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. |_|

If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. |X|

 Securities Act registration statement file number to which this form relates:
                                    333-78751
                                ----------------

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


        Title of Each Class              Name of Each Exchange on Which
        to be so Registered              Each Class is to be Registered
        -------------------              ------------------------------
           Not Applicable                        Not Applicable
    ---------------------------      --------------------------------------


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

                          Common Stock, $.001 Par Value
         --------------------------------------------------------------
                                (Title of class)
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Item 1.           Description of Registrant's Securities to be Registered

         The Registrant is registering shares of Common Stock, par value $0.001
per share, pursuant to a Registration Statement on Form S-1 (File No. 333-78751)
that was filed with the Securities and Exchange Commission on May 19, 1999 (the
"Registration Statement"). Reference is made to the sections entitled
"Prospectus Summary--The Offering" and "Description of Capital Stock" in the
prospectus forming a part of the Registration Statement, and all amendments to
the Registration Statement subsequently filed with the Commission, including any
prospectus relating thereto filed subsequently pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended. Such Registration Statement and all
amendments to the Registration Statement are hereby deemed to be incorporated by
reference into this Registration Statement in accordance with the Instruction to
Item 1 of this Form.

Item 2.           Exhibits.

         None.






















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<PAGE>

                                    SIGNATURE


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


                             U.S. INTERACTIVE, INC.



                             By:    /s/  Lawrence F. Shay
                                    ------------------------------------------
                             Name:  Lawrence F. Shay, Esq
Dated: August 3, 1999        Title: General Counsel and Senior Vice President,
                                    Legal and Corporate Affairs






















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