SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
CATALOG.COM, INC.
_______________________________________________________________
(Exact name of registrant as specified in its charter)
Oklahoma 73-1490346
_______________________________ _________________________
(State of incorporation or (IRS Employer
organization) Identification No.)
14000 Quail Springs Parkway, Suite 3600,
Oklahoma City, Oklahoma 73134
_______________________________________ __________
(Address of principal executive offices) (Zip Code)
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
____________________ ______________________________
Common Stock The American Stock Exchange, Inc.
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. [X]
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. [ ]
Securities Act registration statement file number to which this form relates:
333-37932
_________
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Registrant's common stock, par value
$.01 per share (the "Common Stock"), registered hereby is
incorporated by reference to the description of Common Stock set
forth under the heading "Description of Securities" in the
Registrant's Registration Statement on Form SB-2 (SEC File No. 333-
37932), as filed with the Securities and Exchange Commission (the
"Commission") on May 26, 2000, as amended by Amendment No. 1 to
Form SB-2 filed with the Commission under the Act on July 21, 2000,
and as amended by Amendment No. 2 to Form SB-2 filed with
the Commission under the Act on September 6, 2000, and as further
amended by Amendment No. 3 to Form SB-2 filed with the Commission
under the Act on October 13, 2000, and as further amended by any
amendments to such Registration Statement filed subsequent thereto
and any form of prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended.
Item 2. Exhibits. The following exhibits are filed herewith:
1. Form of Amended and Restated Certificate of Incorporation
(incorporated by reference from Exhibit 3.1 to the
Registrant's Registration Statement on Form SB-2).
2. Amended and Restated Bylaws (incorporated by reference
from Exhibit 3.2 to the Registrant's Registration
Statement on Form SB-2).
3. Specimen common stock certificate (incorporated by reference
from Exhibit 4.1 to the Registrant's Registration
Statement on Form SB-2).
4. Form of Lock-up Agreement (incorporated by reference
from Exhibit 10.6 to the Registrant's Registration
Statement on Form SB-2).
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, thereunto duly authorized.
Dated: October 18, 2000.
CATALOG.COM, INC.
By: /s/ Robert W. Crull
_____________________________________
Robert W. Crull,
President and Chief Executive Officer
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