Beyond Com Corp · 424B3 · On 8/31/99

Filed On 8/31/99   ·   SEC File 333-83135   ·   Accession Number 891618-99-4029

Prospectus   ·   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus Supplement No. 1 Dated August 31, 1999     47    265K 

Document Table of Contents

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                                                FILED PURSUANT TO RULE 424(B)(3)
                                                      REGISTRATION NO. 333-83135

SUPPLEMENT NO. 1 DATED AUGUST 31, 1999
TO PROSPECTUS DATED JULY 30, 1998 
RELATING TO 
17,504,129 SHARES OF
COMMON STOCK
$0.001 PAR VALUE PER SHARE OF 
BEYOND.COM CORPORATION

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

SEE "RISK FACTORS" BEGINNING ON 
PAGE 3 OF THE ACCOMPANYING PROSPECTUS 
FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

   All capitalized terms used but not defined herein shall have the meanings
prescribed in the Prospectus dated July 30, 1999, forming a part of the         
Registration Statement on Form S-3, File No. 333-83135. This Prospectus         
Supplement is incorporated by reference into the Prospectus and should be read  
in conjunction with the Prospectus. Any cross references in this Supplement     
refer to portions of the Prospectus.                                            

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

     The following information amends and updates the information found on pages
24 - 28 of the Prospectus under the caption "Selling Securityholders" based upon
certain information received, and relied on, by the Company through August 30,  
1999 as to the security ownership of the Selling Securityholders:               

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SELLING STOCKHOLDERS

   The following table provides the name of the selling stockholders and the
number of shares of common stock owned by the selling stockholders. Since the   
selling stockholders may each sell all, some or none of their respective shares,
we cannot estimate the aggregate number and percentage of shares of common stock
that the selling stockholders will offer pursuant to this prospectus or that the
selling stockholders will own upon completion of an offering to which this      
prospectus relates.                                                             

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
William S. McKiernan......................... 8,407,577    23.4%    8,407,577     --            *

Vulcan Ventures Inc.......................... 2,932,375     8.2     2,932,375     --            *
  110 110th Avenue NE, Suite 550                                                                 
  Bellevue, WA 98004                                                                             

Global Retail Partners, L.P. and its                                                             
  affiliates(2).............................. 1,188,924     3.3     1,188,924     --            *
  2121 Avenue of the Stars, Suite 1630                                                           
  Los Angeles, CA 90067                                                                          

Bong Ju Suh..................................   699,343     1.9       699,343     --            *
  1350 Cole Street                                                                               
  San Francisco, CA 94117                                                                        

Carlie Pasha Headapohl and William Ellin                                                         
  Headapohl                                                                                      
  TTEE 1996 Headapohl Family Trust...........   699,343     1.9       699,343     --            *
  118 26th Avenue                                                                                
  San Francisco, CA 94121                                                                        

CNET, Inc....................................   683,443     1.9       683,443     --            *
  Attn: Douglas Woodrum, Chief Financial                                                         
  Officer                                                                                        
  150 Chestnut Street                                                                            
  San Francisco, CA 94111                                                                        

At Home Corporation..........................   671,563     1.9       671,563     --            *
  Attn: David Pine, VP, General Counsel                                                          
  425 Broadway Street                                                                            
  Redwood City, CA 94063                                                                         

Entities affiliated with C.E. Unterberg,                                                         
  Towbin(3)..................................   479,515     1.3       479,515     --            *
  Swiss Bank Tower                                                                               
  10 East 50th Street, 22nd Floor                                                                
  New York, New York 10002                                                                       

ZD Inc.......................................   394,250     1.1       394,250     --            *
  Attn: Daryl Otte                                                                               
  28 East 28th Street                                                                            
  New York, NY 10016                                                                             

Draper Richards L.P..........................   118,552       *       118,552     --            *
  Attn: Robin Donohoe                                                                            
  50 California Street                                                                           
  Suite 2925                                                                                     
  San Francisco, CA 94114                                                                        

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Bayview Investors Ltd........................   104,229       *       104,229     --            *
  c/o BancBoston Robertson Stephens                                                              
  Attn: Jennifer Sherrill                                                                        
  555 California Street                                                                          
  Suite 2600                                                                                     
  San Francisco, CA 94104                                                                        

Jay Erik Lou.................................    80,750       *        80,750     --            *
  2144 Green Street, #8                                                                          
  San Francisco, CA 94123                                                                        

D. Kathryn Weller............................    68,903       *        68,903     --            *
  c/o Morgan Stanley Dean Witter                                                                 
  Attn: David Huang                                                                              
  6140 Stoneridge Mall Road                                                                      
  Suite 100                                                                                      
  Pleasanton, CA 94588                                                                           

Jody M. Sherman..............................    52,810       *        52,810     --            *
  Morgan Stanely Dean Witter                                                                     
  Attn: David Huang                                                                              
  6140 Stoneridge Mall Road                                                                      
  Suite 100                                                                                      
  Pleasanton, CA 94588                                                                           

Charles Moldow...............................    52,253       *        52,253     --            *
  170 Seminary Drive                                                                             
  Menlo Park, CA 94025                                                                           

Stanley J. Meresman..........................    37,192       *        37,192     --            *
  2071 Huntington Lane                                                                           
  Los Altos, CA 94024                                                                            

Marian Susan Boardley........................    36,424       *        36,424     --            *
  c/o SalomonSmithBarney                                                                         
  Attn: Matthew L. Megorden                                                                      
  350 California Street, 22 nd Floor                                                             
  San Francisco, CA 94104                                                                        

Niall D. Hawkins.............................    33,878       *        33,878     --            *
  3060 Turk Street                                                                               
  San Francisco, CA 94118                                                                        

Wendover LLC.................................    33,848       *        33,848     --            *
  Attn: H. Rankin, Jr.                                                                           
  66 Stanton Road                                                                                
  Darien, CT 06820                                                                               

Charles R. Ewald.............................    29,637       *        29,637     --            *
  50 California Street                                                                           
  Suite 2925                                                                                     
  San Francisco, CA 94111                                                                        

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Russell S. Reynolds Jr.......................    29,637       *        29,637     --            *
  39 Clapboard Ridge Road                                                                        
  Greenwich, CT 06830                                                                            

Doris Lynn Ellwood...........................    29,139       *        29,139     --            *
  4812 SW 39th Drive                                                                             
  Portland, OR 97221                                                                             

Thomas Warford Mullen........................    26,276       *        26,276     --            *
  850 Covington Road                                                                             
  Los Altos, CA 94024                                                                            

Robert C. Harris.............................    25,000       *        25,000     --            *
  One Sansome Street, 41st. Fl                                                                   
  San Francisco, CA 94104                                                                        

Todd Rankin..................................    22,325       *        22,325     --            *
  730 Shrader Street                                                                             
  San Francisco, CA 94117                                                                        

Wilblairco Associates, L.P...................    20,951       *        20,951     --            *
  222 W. Adams Street                                                                            
  Chicago, IL 60606                                                                              

ARBA, LLC....................................    19,160       *        19,160     --            *
  c/o Pell Development Co.                                                                       
  Attn: Dave Pell                                                                                
  600 Harrison Street                                                                            
  Suite 100                                                                                      
  San Francisco, CA 94107                                                                        

Scott and Rhonda Sorochak....................    18,568       *        18,568     --            *
  804 Whitehaven Place                                                                           
  San Ramon, CA 94583                                                                            

RMC Investments, LLC.........................    17,237       *        17,237     --            *
  c/o E. Tyler Miller                                                                            
  11750 Sorrento Valley Road                                                                     
  San Diego, CA 92121                                                                            

Thanos Triant................................    14,929       *        14,929     --            *
  2170 Stockbridge Avenue                                                                        
  Woodside, CA 94062                                                                             

Junho Suh....................................    14,433       *        14,433     --            *
  3950 Medford Street                                                                            
  Los Angeles 90063                                                                              

Carlos Ramiro Teran..........................    13,445       *        13,445     --            *
  3199 Clay Street, #9                                                                           
  San Francisco, CA 94115                                                                        

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Rainbow Trading Venture Partners, L.P........    12,745       *        12,745     --            *
  8201 Preston Road, Suite 400                                                                   
  Dallas, TX 75225                                                                               

Fincher W. Smith.............................    10,848       *        10,848     --            *
  2609 Cline Street                                                                              
  Tallahassee, FL 32312                                                                          

William F. Headapohl.........................    10,649       *        10,649     --            *
  120 Ben Hogan Drive                                                                            
  Missoula, MT 59803                                                                             

Bruce Moldow.................................     9,355       *         9,355     --            *
  5061 N.W. 119th Terrace                                                                        
  Coral Springs, FL 33076                                                                        

Adrian Scott.................................     8,462       *         8,462     --            *
  11 Brush Place, #1                                                                             
  San Francisco, CA 94103                                                                        

Robert B. Deans, Jr..........................     8,462       *         8,462     --            *
  545 Madison Avenue                                                                             
  9th Floor                                                                                      
  New York, NY 10022                                                                             

Brad Garlinghouse............................     8,394       *         8,394     --            *
  1428 Oak Street                                                                                
  San Mateo, CA 94402                                                                            

Brett Helm...................................     8,394       *         8,394     --            *
  12155 Travertine Court                                                                         
  Poway, CA 92064                                                                                

Wade Brown...................................     8,310       *         8,310     --            *
  1705 Long Gate Road                                                                            
  Plymouth, CA 95669                                                                             

Andrew L. Joos...............................     7,554       *         7,554     --            *
  241 Arroyo Grande Way                                                                          
  Los Gatos, CA 95032                                                                            

Ronald & Gayle Conway as Trustees of the                                                         
  Conway                                                                                         
  Family Trust dated 9/25/96.................     7,464       *         7,464     --            *
  76 Adam Way                                                                                    
  Atherton, CA 94027                                                                             

Stanley J. and Sharon A. Meresman, as                                                            
  Trustees of                                                                                    
  the Meresman Family Trust U/D/T dated                                                          
  9/19/89....................................     7,464       *         7,464     --            *
  2071 Huntington Lane                                                                           
  Los Altos, CA 94024                                                                            

Jeff Kolodin.................................     6,769       *         6,769     --            *
  43603 Daphney House Court                                                                      
  Potomac, MD 20850                                                                              

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                                                                                       SHARES     
                                               SHARES BENEFICIALLY                  BENEFICIALLY  
                                               OWNED PRIOR TO THIS                  OWNED AFTER   
                                                   OFFERING(1)                     THIS OFFERING  
                                               -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                  NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                 ---------   -------  ------------  ------   -------
                                                                                                  
Garson Soe...................................      6,296       *         6,296     --            *
  123 Woodview Circle                                                                             
  San Ramon, CA 94583                                                                             

Berton and Gloria Muldow.....................      5,971       *         5,971     --            *
  35 Bermuda Road                                                                                 
  Westport, CT 06880                                                                              

Jaideep Singh................................      5,876       *         5,876     --            *
  5 Villa Terrace                                                                                 
  San Francisco, CA 94114                                                                         

Kristin Link.................................      5,540       *         5,540     --            *
  4 Lyndhurst Court                                                                               
  Belmont, CA 94002                                                                               

Joseph R. Maravillas.........................      5,412       *         5,412     --            *
  2231 Santa Ana Drive                                                                            
  Fairfield, CA 94533                                                                             

Craig Winfield Johnson.......................      5,280       *         5,280     --            *
  25 Cherokee Court                                                                               
  Portola Valley, CA 94028                                                                        

Trevor Colby.................................      5,036       *         5,036     --            *
  6701 Dune Drive                                                                                 
  Malibu, CA 90265                                                                                

James L. Brock...............................      4,478       *         4,478     --            *
  1837 Brewster Avenue                                                                            
  Redwood City, CA 94062                                                                          

CNA Trust Company, TTEE ULG 401(k) Retirement                                                     
  Plan,                                                                                           
  FBO Robert V. W. Zipp......................      4,478       *         4,478     --            *
  3080 South Bristol Street                                                                       
  Costa Mesa, CA 92626                                                                            

Chris Berwind................................      4,198       *         4,198     --            *
  At Home Network                                                                                 
  450 Broadway                                                                                    
  Redwood City, CA 94063                                                                          

Craig and Kathy Dunnigan.....................      4,198       *         4,198     --            *
  3211 Bonita Drive                                                                               
  Sacramento, CA 95821                                                                            

Joe Haar.....................................      4,198       *         4,198     --            *
  2206 Foxworthy Avenue                                                                           
  San Jose, CA 95124                                                                              

Eric and Lisa Kurland........................      4,198       *         4,198     --            *
  3040 Magnum Drive                                                                               
  San Jose, CA 95135                                                                              

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Frank J. and Caroline Martini................     4,198       *         4,198     --            *
  4139 Terra Granada Drive 1B                                                                    
  Walnut Creek, CA 94595                                                                         

William Martini..............................     4,198       *         4,198     --            *
  3131 Grey Eagle Drive                                                                          
  Walnut Creek, CA 94595                                                                         

Kenneth Paris................................     4,198       *         4,198     --            *
  PMB # 345                                                                                      
  2657 Windmill Parkway                                                                          
  Henderson, NV 89014                                                                            

Terry Pashoian...............................     4,198       *         4,198     --            *
  2859 S. Bascom Avenue, #302                                                                    
  Campbell, CA 95008                                                                             

Patrick Lin..................................     4,197       *         4,197     --            *
  8 Honey Hill Road                                                                              
  Orinda, CA 94563                                                                               

The Community Trust Under the Green Family                                                       
  Trust Under Agreement Dated November 6,                                                        
  1995.......................................     3,579       *         3,579     --            *
  25 Magnolia Drive                                                                              
  Atherton, CA 94027                                                                             

Mark A. Medearis.............................     2,996       *         2,996     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Teresa M. Crummett...........................     2,985       *         2,985     --            *
  1999 Green Street, #104                                                                        
  San Francisco, CA 94123                                                                        

Frank Czyz...................................     2,938       *         2,938     --            *
  148 Haverhill Court                                                                            
  San Jose, CA 95139                                                                             

Donald M. Keller, Jr.........................     2,693       *         2,693     --            *
  165 James Avenue                                                                               
  Atherton, CA 94027                                                                             

Tae Hea Nahm.................................     2,693       *         2,693     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Tyler Abbott.................................     2,099       *         2,099     --            *
  105 Fairmount Street                                                                           
  San Francisco, CA 94131                                                                        

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Richard and Brenda Albright..................     2,099       *         2,099     --            *
  2348 Gammay Common                                                                             
  Livermore, CA 94550                                                                            

Murray J. and Alice K. Kurland...............     2,099       *         2,099     --            *
  418 Stuart Lane                                                                                
  Palatine, IL 60067-6730                                                                        

David Scher..................................     2,099       *         2,099     --            *
  2200 Nordica Court                                                                             
  Las Vegas, NV 84117                                                                            

Forrest Stamps...............................     2,099       *         2,099     --            *
  177 Valdivia Circle                                                                            
  San Ramon, CA 94583                                                                            

Ken and Ann Schwing..........................     2,098       *         2,098     --            *
  2020 Limerick Lane                                                                             
  Brookfield, WI 53045                                                                           

Mark Windfeld-Hansen.........................     2,087       *         2,087     --            *
  1040 Parrott Drive                                                                             
  Hillsborough, CA 94010                                                                         

Elias J. Blawie..............................     1,783       *         1,783     --            *
  665 San Mateo Drive                                                                            
  Menlo Park, CA 94025                                                                           

Mark Bennett Weeks...........................     1,481       *         1,481     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

William W. Ericson...........................     1,279       *         1,279     --            *
  4750 Carillon Point                                                                            
  Kirkland, WA 98033                                                                             

Steven J. Tonsfeldt..........................     1,279       *         1,279     --            *
  75 Holbrook Lane                                                                               
  Atherton, CA 94027                                                                             

Craig Elliott Sherman........................     1,078       *         1,078     --            *
  c/o Venture Law Group                                                                          
  4750 Carillon Point                                                                            
  Kirkland, WA 98033                                                                             

Jeffrey Y. Suto..............................     1,078       *         1,078     --            *
  c/o Venture Law Group                                                                          
  2775 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Kevin Schwing................................     1,007       *         1,007     --            *
  120 Cameron Street, #CS106                                                                     
  Alexandria, VA 22314                                                                           

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Cathryn S. Chinn.............................       928       *           928     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Sonya F. Erickson............................       928       *           928     --            *
  c/o Venture Law Group                                                                          
  4750 Carillon Point                                                                            
  Kirkland, WA 98033                                                                             

Edmund S. Ruffin, Jr.........................       928       *           928     --            *
  842 Edgewood Road                                                                              
  Redwood City, CA 94062                                                                         

Glen R. Van Ligten...........................       928       *           928     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Scott Gregory Jower..........................       637       *           637     --            *
  180 Derby Lane                                                                                 
  Moraga, CA 94556                                                                               

John V. Bautista.............................       617       *           617     --            *
  4 Brady Place                                                                                  
  Menlo Park, CA 94025                                                                           

Jon E. Gavenman..............................       617       *           617     --            *
  2061 Camino A Los Cerros                                                                       
  Menlo Park, CA 94025                                                                           

David C. Lee.................................       569       *           569     --            *
  1910 Polk Court                                                                                
  Mountain View, CA 94040                                                                        

Michael Andrew Morrissey.....................       569       *           569     --            *
  2775 Sand Hill Road                                                                            
  Menlo Park, CA 94027                                                                           

Renee R. Deming..............................       542       *           542     --            *
  309 Walsh Road                                                                                 
  Atherton, CA 94025                                                                             

Laura Andrea Gordon..........................       532       *           532     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Kara Diane Palmer............................       532       *           532     --            *
  1919 E. Blaine Street                                                                          
  Seattle, WA 98112                                                                              

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                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Christine A. Tomomatsu.......................       532       *           532     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Jon C. Richards..............................       461       *           461     --            *
  1031 Hamilton Avenue                                                                           
  Palo Alto, CA 94301                                                                            

Christopher J. Hurley........................       268       *           268     --            *
  1722 4th Avenue North                                                                          
  Seattle, WA 98109                                                                              

Kate West Rowan..............................       216       *           216     --            *
  c/o Venture Law Group                                                                          
  2800 Sand Hill Road                                                                            
  Menlo Park, CA 94025                                                                           

Kenneth D. Cramer............................        93       *            93     --            *
  1648 Eaton Avenue                                                                              
  San Carlos, CA 94070                                                                           

16 other selling stockholders, the aggregate                                                     
  share......................................   195,755       *       195,755     --            *
  amount of which is less than 1% of the                                                         
  outstanding common stock prior to the                                                          
  offering(4)                                                                                    

-------------------------                                                       
*  Represents beneficial ownership of less than 1% of our common stock.       

(1) Percent of shares beneficially owned prior to and after this offering is    
determined based on 35,907,657 shares outstanding as of June 30, 1999.  
Beneficial ownership is determined in accordance with the rules of the  
   Securities and Exchange Commission. The number of shares beneficially owned
   by a person includes shares of common stock subject to options held by that
   person that are currently exercisable or exercisable within 60 days of June
30, 1999. Such shares issuable pursuant to such options are deemed      
outstanding for computing the percentage ownership of the person holding
 such options but not deemed outstanding for the purposes of computing the
percentage ownership of each other person. To our knowledge, the persons
 named in this table have sole voting and investment power with respect to
all shares of common stock shown as owned by them, subject to community 
property laws where applicable and except as indicated in the other     
   footnotes to this table. Unless otherwise indicated, the address of each of
the individuals named above is: c/o Beyond.com Corporation, 1195 West   
Fremont Avenue, Sunnyvale, California 94087.                            

(2) Represents 755,676 shares held by Global Retail Partners, L.P., 52,026      
  shares held by Global Retail Partners Funding, Inc., 10,295 shares held by
Global Retail Partners, Inc., 49,124 shares held by GRP Partners, L.P., 
    225,173 shares held by DLJ Diversified Partners, L.P., 83,625 shares held by
 DLJ Diversified Partners-A, L.P., 7,951 shares held by DLJ First ESC L.P.
and 5,054 shares held by DLJ ESC II L.P.                                

(3) Represents 56,791 shares of common stock held by UT Capital Partners        
International, LDC (formerly UH Capital Partners International, LDC),   
  345,753 shares held by UT Technology Partners, LDC (formerly UH Technology
Partners, LDC); 37,747 shares held by Unterberg Harris Private Equity   
Partners, L.P., 8,063 shares held by Unterberg Harris                   

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   Private Equity Partners, CV, 5,769 shares held by C.E. Unterberg Towbin LLC
   and an aggregate of 25,392 shares held by individuals associated with these
entities.                                                               

(4) Represents 195,755 shares held by 16 stockholders who received such shares  
  in connection with the merger of one of our wholly-owned subsidiaries with
 and into BuyDirect.com, Inc. and the exchange of all common and preferred
   stock of BuyDirect.com, Inc. held by them, who, in the aggregate, hold less
than 1% of the outstanding common stock prior to this offering.         

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17,504,129 SHARES 

BEYOND.COM CORPORATION
COMMON STOCK
------------------------- 

This prospectus relates to 17,504,129 outstanding shares of our common
stock that the selling stockholders named in this prospectus may offer from time
to time. Of these shares, 4,437,042 shares were issued to holders of            
BuyDirect.com, Inc.'s common and preferred stock in connection with a           
transaction whereby one of our wholly-owned subsidiaries merged with and into   
BuyDirect.com, Inc. We are filing the registration statement of which this      
prospectus is a part to satisfy our contractual obligations relating to the     
shares issued in connection with the BuyDirect.com merger, as well as to provide
additional holders of up to 13,067,087 outstanding shares of our common stock   
with freely tradeable securities. The registration of these shares does not     
necessarily mean that any of the selling stockholders will offer or sell their  
shares.                                                                         

   We are not offering or selling any shares of our common stock pursuant to
this prospectus. We will not receive any of the proceeds from the sale by the   
selling stockholders of the shares of common stock. We will bear the expenses of
the offering of the common stock, except that the selling stockholders will pay 
any applicable underwriting fees, discounts or commissions and transfer taxes,  
as well as the feels and disbursements of his or her counsel and experts.       

Our common stock is listed for trading on The Nasdaq Stock Market's   
National Market under the symbol "BYND". On July 29, 1999, the last reported    
sales price for our common stock on The Nasdaq Stock Market's National Market   
was $21.00.                                                                     

  INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.                                                            

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE   
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               
------------------------- 

The date of this prospectus is July 30, 1999

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TABLE OF CONTENTS 

                                                                · Download Table

                                      PAGE
                                      ----
                                          
RISK FACTORS........................    3 
BEYOND.COM CORPORATION..............   22 
USE OF PROCEEDS.....................   23 
DIVIDEND POLICY.....................   23 
SELLING STOCKHOLDERS................   24 
DESCRIPTION OF CAPITAL STOCK........   29 
PLAN OF DISTRIBUTION................   34 

                                                                · Download Table

                                      PAGE
                                      ----
                                          
LEGAL MATTERS.......................   35 
EXPERTS.............................   35 
WHERE YOU CAN FIND MORE                   
  INFORMATION.......................   35 
INCORPORATION OF CERTAIN DOCUMENTS        
  BY REFERENCE......................   36 

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

  YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH   
INFORMATION THAT IS DIFFERENT. INFORMATION CONTAINED IN BEYOND.COM'S WEB SITE   
DOES NOT CONSTITUTE PART OF THIS DOCUMENT. THIS DOCUMENT MAY BE USED ONLY WHERE 
IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY 
BE ACCURATE ON THE DATE OF THIS DOCUMENT.                                       

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RISK FACTORS

 You should carefully consider the risks described below before making a
decision to purchase shares of our common stock. If any of the following risks  
actually occur, our business, financial condition or results of future          
operations could be materially adversely affected. In such case, the trading    
price of our common stock could decline, and you may lose all or part of your   
investment. This prospectus contains forward-looking statements that involve    
risks and uncertainties. Our actual results could differ materially from those  
anticipated in the forward-looking statements as a result of many factors,      
including the risks faced by us described below and elsewhere in this           
prospectus.                                                                     

WE HAVE A LIMITED OPERATING HISTORY AND HAVE INCURRED NET LOSSES SINCE          
INCEPTION AND EXPECT FUTURE LOSSES                                              

     We began selling software on our Web site in November 1994. As a result, we
have only a limited operating history upon which you may evaluate our business  
and prospects. We incurred net losses of $57.5 million from inception of our    
business through March 31, 1999. As of March 31, 1999, we had an accumulated    
deficit of $61.2 million. We expect to continue to incur significant net        
operating losses for the foreseeable future.                                    

WE ANTICIPATE SIGNIFICANT LOSSES AND NEGATIVE CASH FLOW                         

   We expect significant operating losses and negative cash flow to continue
for the foreseeable future. We anticipate our losses will increase significantly
from current levels because we expect to incur additional costs and expenses    
related to:                                                                     

- brand development, marketing and promotion;                         

- Web site content development;                                       

- strategic relationship development and maintenance; and             

   - technology and operating infrastructure development, including improved
digital download capabilities.                                    

  In addition, in March 1999 we completed a transaction whereby one of our
wholly-owned subsidiaries merged with and into BuyDirect.com, Inc., an online   
software retailer. As a result of the BuyDirect.com merger, we expect that our  
losses will increase even more significantly due to additional costs and        
expenses related to:                                                            

- increased headcount;                                                

- additional facilities and infrastructure; and                       

- assimilation of operations and personnel.                           

In addition, as a result of the BuyDirect.com merger we recorded a    
significant amount of goodwill, the amortization of which will adversely affect 
our earnings and profitability for the foreseeable future. We recorded goodwill 
and other intangible assets as of March 31, 1999 of approximately $136 million, 
which are being amortized through 2002. We believe it is likely that we will not
generate additional earnings sufficient to recover the amount of goodwill and   
other intangible assets recorded during the period in which they are amortized. 

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Because we have relatively low gross margins, our ability to become   
profitable given our planned expenses depends on our ability to generate and    
sustain substantially higher net revenues. If we do achieve profitability, we   
cannot be certain that we can sustain or increase profitability on a quarterly  
or annual basis in the future.                                                  

    We base our current and future expense levels, which are largely fixed, on
our operating plans and estimates of future revenues. We find sales and         
operating results difficult to forecast, because they generally depend on the   
volume and timing of the orders we receive. As a result, we may be unable to    
adjust our spending in a timely manner to compensate for any unexpected revenue 
shortfall. A shortfall in revenues will significantly harm our business and     
operating results. In view of the rapidly evolving nature of our business,      
proposed and possible future acquisitions and our limited operating history of  
selling software online, we have little experience forecasting our revenues.    
Therefore, we believe that period-to-period comparisons of our financial results
are not necessarily meaningful and you should not rely upon them as an          
indication of our future performance. If we cannot achieve and sustain operating
profitability or positive cash flow from operations, we may be unable to meet   
our debt service obligations or working capital requirements, which would       
adversely affect our business.                                                  

OUR FUTURE OPERATING RESULTS ARE UNPREDICTABLE                                  

     Our revenues and operating results may fluctuate significantly from quarter
to quarter due to a number of factors, not all of which are in our control.     
These factors include:                                                          

 - our ability to attract and retain new customers and maintain customer
satisfaction;                                                     

- new Web sites, services and products introduced by us or by our     
competitors;                                                      

- price competition;                                                  

  - decreases in the level of growth, use of or consumer acceptance of the
       Internet and other online services for the purchase of consumer products;

 - our ability to upgrade and develop our systems and infrastructure and
     attract new personnel in a timely and effective manner, and our ability
to integrate BuyDirect.com's systems and personnel;               

  - traffic levels on our Web site and our ability to convert that traffic
into customers;                                                   

- the amount and timing of operating costs and capital expenditures   
       associated with integrating BuyDirect.com's personnel and operations into
   our business, including but not limited to, BuyDirect.com's financial
obligations under its strategic marketing alliance agreements;    

 - the termination of any strategic marketing alliances such as those we
      have with America Online, Excite@Home, Network Associates, Yahoo!, CNET,
       Inc., Xoom.com, ZDNet, a division of ZD, Inc. and other partners pursuant
to which we receive exposure to traffic on third-party Web sites; 

   - the termination of contracts with major purchasers, particularly United
States government agencies;                                       

- technical difficulties or system downtime affecting the Internet or 
online services, generally, or the operation of our Web site;     

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 - the failure of Internet bandwidth to increase significantly over time
and/or an increase in the cost to consumers of obtaining or using 
Internet bandwidth;                                               

- the amount and timing of operating costs and capital expenditures   
       relating to the expansion of our business, operations and infrastructure;

- the number of popular software titles introduced;                   

 - government regulations related to use of the Internet for commerce or
sales and distribution of software; and                           

- general economic conditions and economic conditions specific to the 
Internet, online commerce and the software industry.              

We must increase software sales through Web sites and online sites by 
increasing the number of visitors to our online sites or by increasing the      
percentage of visitors to our online sites who purchase software. We must also  
increase the number of repeat purchasers of software through our online sites,  
increase revenues from sales to consumer purchasers and digital download        
software product sales in absolute dollars and as a percentage of our total net 
revenues. In addition, we must successfully establish, maintain and enhance the 
Beyond.com brand. We cannot be certain that we can accomplish these objectives  
or that our business strategy will be successful.                               

 Seasonal fluctuations in the software industry, Internet and commercial
online service usage, and traditional retail, government and corporate seasonal 
spending patterns and advertising expenditures may affect our business. In      
particular, Internet and online service usage and its rate of growth may decline
in the summer. These seasonal patterns may cause quarterly fluctuations in our  
operating results and could adversely and materially affect our financial       
performance.                                                                    

  Our gross margins are likely to fluctuate over time. A number of factors
may impact our gross margins, including:                                        

 - the mix of revenues from sales to government, corporate, consumer and
publisher channels;                                               

- the mix of revenues from sales of shrink-wrap products and products 
delivered through digital download;                               

- the mix of revenues from sales of software products and computer    
     peripheral products (such as joysticks, personal organizers and related
products);                                                        

- the mix of revenues we derive from our relationships with strategic 
     partners such as America Online, Excite@Home, CNET, Network Associates,
Xoom, Yahoo! and ZDNet and from our Web site; and                 

- the amount of advertising or promotional revenues we receive.       

We realize higher gross margins from:                                 

   - advertising and promotional revenues than from software products sales;

 - product sales through digital download than from sales of shrink-wrap
software products;                                                

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    - sales of specialty software products than from sales of widely available
commodity software products; and                                  

   - sales to consumer purchasers than from sales to government or corporate
purchasers.                                                       

   Any change in one or more of these factors could adversely and materially
affect our gross margins and operating results in future periods. Further, we   
believe that the size of new software products will continue to increase and    
that they will be suitable for digital download only if network bandwidth       
increases significantly. This trend may limit our ability to distribute such    
software products via digital download and may limit our ability to realize the 
higher gross margins associated with digital download software product sales.   

Due to the foregoing factors, we believe that quarter-to-quarter      
comparisons of our operating results are not a good indicator of our future     
performance. It is likely that in some future quarter our operating results may 
fall below the expectations of securities analysts and investors. In this event,
the trading price of our common stock may fall significantly.                   

WE NEED ADDITIONAL CAPITAL TO PAY DEBT SERVICE ON THE 7 1/4% CONVERTIBLE        
SUBORDINATED NOTES AND FOR OTHER PURPOSES                                       

We require substantial working capital to fund our business. We expect
operating losses and negative cash flow to continue for the foreseeable future. 
We anticipate our existing capital resources will meet our capital requirements 
through at least the next 12 months from the date of this prospectus. However,  
we may have additional capital needs before this period ends. Thereafter, we    
will likely have to raise additional funds, in part to make interest payments to
holders of our 7 1/4% Convertible Subordinated Notes, and in part to meet our   
obligations to America Online, Excite@Home, CNET, Excite, Netscape, Network     
Associates, Xoom, Yahoo!, ZDNet, and other partners. We may elect to seek       
additional funds at any time.                                                   

    The actual amount and timing of our future capital requirements may differ
materially from our estimates. In particular, our estimates may be inaccurate as
a result of changes and fluctuations in our revenues, operating costs and       
development expenses. Our revenues, operating costs and development expenses    
will be negatively affected by any inability to:                                

- effectively and efficiently manage the expansion of our operations, 
 including the integration of BuyDirect.com's systems and personnel;

    - obtain favorable co-branding or Internet marketing agreements with third
      parties similar to those with America Online, Excite@Home, CNET, Network
Associates, Xoom, Yahoo! or ZDNet;                                

- negotiate favorable contracts with suppliers, including large volume
discounts on purchases of software; and                           

 - improve brand recognition, attract sufficient numbers of customers or
increase the volume of our software sales.                        

 Our revenues and costs also depend upon factors that we cannot control.
These factors include changes in technology and regulations, increased          
competition and factors such as Web integrity, seasonality, and performance by  
third parties in connection with our operations. Because of these factors, our  
actual revenues and costs are uncertain and may vary considerably. These        
variations may significantly affect our future need for capital.                

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Also, if we accelerate the expansion of our operations or complete any          
acquisitions, we will require more funding sooner than we currently expect. We  
may be unable to raise financing sufficient for our needs, either on suitable   
terms or at all. This will hinder our ability to satisfy our obligations to     
holders of our 7 1/4% Convertible Subordinated Notes. This result would         
substantially harm the trading price of our common stock and materially harm our
business.                                                                       

WE ARE SIGNIFICANTLY LEVERAGED AND WE REQUIRE SUBSTANTIAL AMOUNTS OF CAPITAL FOR
DEBT SERVICE                                                                    

By selling the 7 1/4% Convertible Subordinated Notes in November and  
December 1998, we incurred $63,250,000 principal amount of indebtedness. This   
resulted in a ratio of long-term debt to total capitalization at March 31, 1999 
of approximately 23 to 1. Our increased leverage could limit or reduce our      
ability to obtain financing for working capital, acquisitions or other purposes 
and could make us more vulnerable to industry downturns and competitive         
pressures.                                                                      

We will likely require substantial amounts of cash to fund scheduled  
payments of principal and interest on our 7 1/4% Convertible Subordinated Notes,
future capital expenditures and any increased working capital requirements. We  
believe we may be unable to meet our cash requirements out of cash flow from    
operations and available borrowings. We also may be unable to obtain alternative
financing. A lack of adequate financing may adversely affect our ability to:    

- respond to changing business and economic conditions;               

- make future acquisitions;                                           

- absorb negative operating results; or                               

- fund capital expenditures or increased working capital requirements.

    We could attempt to refinance our 7 1/4% Convertible Subordinated Notes if
our cash flow from operations is insufficient to repay them at maturity.        
However, a refinancing might not be available on terms acceptable to us, or at  
all. If we fail to make necessary payments on our 7 1/4% Convertible            
Subordinated Notes, we will be in default under the terms of our 7 1/4%         
Convertible Subordinated Notes, and may also be in default under agreements     
controlling our other indebtedness, if any. Any default by us under our 7 1/4%  
Convertible Subordinated Notes or on other indebtedness could adversely affect  
our financial condition and operating results.                                  

WE MUST ESTABLISH OUR NEW BRAND                                                 

A growing number of Internet sites, many of which already have        
well-established brands, offer products and services that compete with ours. As 
a result, we believe we must establish, maintain and enhance our "Beyond.com"   
brand. We have been operating under the "Beyond.com" name since August 1998. Our
success in promoting and maintaining our new brand or any other brand that we   
may use in the future will depend largely on our ability to provide a high      
quality online experience supported by dedicated customer service. We cannot    
assure that we will be able to meet these goals. In addition, to attract and    
retain online users and to promote and maintain our new brand or future brands, 
we may need to substantially increase our marketing expenditures to create and  
maintain strong brand loyalty among our customers. Our business could be        
adversely                                                                       

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affected if our marketing efforts are unproductive or if we cannot increase our 
brand awareness.                                                                

OUR MARKETS ARE HIGHLY COMPETITIVE                                              

The online commerce market is new, rapidly evolving and intensely     
competitive. We expect competition to intensify in the future because barriers  
to entry are minimal, and current and new competitors can launch new Web sites  
at a relatively low cost. In addition, the software reselling industry is       
intensely competitive. We currently compete primarily with traditional software 
resellers, other online software resellers and other vendors.                   

  In the online market, we compete with many online software resellers and
vendors that maintain similar commercial Web sites (including CompUSA,          
Outpost.com, Egghead.com and Buy.com). We also compete with the growing number  
of software publishers that sell their software products directly online. We    
also anticipate that we may soon compete with other software publishers,        
including Microsoft, that plan to sell their products directly to customers     
online, and indirect competitors that specialize in online commerce or derive   
significant revenues from online commerce, including America Online, Amazon.com,
barnesandnoble.com, Netscape and Yahoo!.                                        

We also compete with:                                                 

- mail order and/or direct marketers of computer products (including  
cataloguers such as Micro Warehouse and CDW Computer Centers and  
  manufacturers such as Dell Computer, Compaq Computer Corporation and
Gateway 2000 Incorporated); and                                   

    - major store-based retailers of software and other related products, such
as CompUSA, OfficeMax, Staples, Office Depot and Wal-Mart.        

Further, these traditional store-based retailers and mail order and/or
direct marketers of computer products have established or may soon establish,   
commercial Web sites offering software and computer products.                   

Competitive pressures created by any one of these current or future   
competitors, or by competitors collectively, could have a material adverse      
affect on our business.                                                         

We believe that the principal competitive factors in our market are:  

- brand recognition;                                                  

- selection;                                                          

- convenience;                                                        

- price;                                                              

- speed and accessibility;                                            

- customer service;                                                   

- quality of site content; and                                        

- reliability and speed of fulfillment.                               

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     In addition to those factors, competition in the large enterprise market is
also based on:                                                                  

- compatibility of products;                                          

- administration and reporting;                                       

- single source supply;                                               

- security; and                                                       

- cost-effective deployment.                                          

Many of our current and potential competitors have longer operating   
histories and larger customer bases than we do. In addition, many of our current
and potential competitors have greater brand recognition and significantly      
greater financial, marketing and other resources than we do.                    

 In addition, as more people use the Internet and other online services,
larger, better established and better financed entities may:                    

- acquire online competitors or software publishers or suppliers;     

- invest in online competitors or software publishers or suppliers; or

 - form joint ventures with online competitors or software publishers or
suppliers.                                                        

  Certain of our actual or potential competitors, such as Ingram Micro and
Tech Data, may be able to:                                                      

- secure merchandise from vendors on more favorable terms;            

- devote greater resources to marketing and promotional campaigns;    

 - adopt more aggressive pricing or inventory availability policies; and

   - devote substantially more resources to web site and systems development
than we do.                                                       

Competitors such as Software Spectrum, Government Technology Services,
Inc., ASAP Software Express Inc. and Corporate Software & Technology have       
greater experience in selling software to the large enterprise market than we   
do. In addition, new technologies and expansion of existing technologies, such  
as price comparison programs that select specific titles from a variety of Web  
sites, may direct customers to online software resellers which compete with us  
and may increase competition. Increased competition may reduce our operating    
margins, as well as cause a loss to both our market share and brand recognition.
Further, to strategically respond to changes in the competitive environment, we 
may sometimes make pricing, service or marketing decisions or acquisitions that 
could materially hurt our business. In addition, companies controlling access to
Internet transactions through network access or Web browsers could promote our  
competitors or charge us a substantial fee for inclusion in their product or    
service offerings. We cannot assure that we can compete successfully against    
current and future competitors. Failure to compete successfully against our     
current and future competitors could materially hurt our business.              

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WE RELY ON SOFTWARE PUBLISHERS AND DISTRIBUTORS                                 

 We are entirely dependent upon the software publishers and distributors
that supply us with software and computer products for resale, and the          
availability of these software and computer products is unpredictable. In 1997  
and 1998, sales of software provided by Microsoft and by a major software       
distributor accounted for a substantial majority of our revenues. As is common  
in the industry, we have no long-term or exclusive arrangements with any        
publishers or distributors that guarantee the availability of software for      
resale. For example, our agreement with Microsoft automatically renews for      
successive one-year periods but is terminable for any reason by 30 days written 
notice prior to the expiration of the given term. Although we believe that we   
can replace our relationship with the major software distributor without much   
difficulty, if this relationship terminates then the publishers or distributors 
that currently supply us with software might cease to continue to supply us and 
we might be unable to establish new relationships with other publishers and     
distributors.                                                                   

We also rely on software distributors to ship shrink-wrap software to 
customers that do not use digital download. We have limited control over the    
shipping procedures of our distributors and shipments by these distributors have
in the past been, and may in the future be, subject to delays. Although most    
software we sell carries a warranty from its publisher, publishers or           
distributors occasionally fail to reimburse us for returns from customers.      
Furthermore, our contract with Microsoft allows Microsoft to review and approve 
our creditworthiness. If Microsoft determines that we are not creditworthy or   
not in compliance with payment or reporting terms, it may require us to post    
security acceptable to them which could negatively impact our financial         
condition.                                                                      

OUR CUSTOMERS ARE CONCENTRATED AND WE ARE SUBJECT TO RISKS ASSOCIATED WITH      
RELIANCE ON U.S. GOVERNMENT CONTRACTS                                           

We have six contracts with U.S. government agencies. Two of these     
agreements accounted for approximately 29% of our revenues in 1997 and 28% of   
our revenues in 1998. These agreements expired in June 1998 and July 1998. We   
renewed the first of these contracts for an additional one-year term that       
expired in June 1999. We replaced the second contract with a new contract with  
the same government agency on substantially similar terms. We signed the third  
agreement in January 1999 and it will expire in January 2000. The fourth        
agreement was signed in February 1999 and expires in February of 2000. The fifth
agreement was signed in April 1999 and expires in May 2000. The sixth agreement 
was signed in June 1999 and expires in May 2000. We expect that these existing  
contracts will continue to account for a substantial portion of our revenues for
the foreseeable future. Each of these contracts is subject to annual review and 
renewal by the government, and may be terminated at any time. Each government   
contract, option and extension is only valid if the government appropriates     
enough funds for expenditure on such contracts, options or extensions.          
Accordingly, we might fail to derive any revenue from sales of software to the  
U.S. government in any given future period. If the U.S. government fails to     
renew or terminates any of these contracts it would adversely affect our        
business and results of operations.                                             

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OUR COMMON STOCK PRICE IS VOLATILE                                              

The market price for our common stock is volatile and has fluctuated  
significantly to date. The trading price of our common stock is likely to       
continue to be highly volatile and subject to wide fluctuations in response to  
factors including the following:                                                

- actual or anticipated variations in our quarterly operating results;

- announcements of technological innovations, new sales formats or new
products or services by us or our competitors;                    

- changes in financial estimates by securities analysts;              

- conditions or trends in the Internet and online commerce industries;

 - changes in the economic performance and/or market valuations of other
Internet, online service or retail companies;                     

    - announcements by us of significant acquisitions, strategic partnerships,
joint ventures or capital commitments;                            

- additions or departures of key personnel; and                       

- sales of common stock.                                              

     In addition, the securities market has experienced extreme price and volume
fluctuations and the market prices of the securities of Internet-related and    
technology companies have been especially volatile. These broad market and      
industry factors may adversely affect the market price of our common stock,     
regardless of our actual operating performance. In the past, following periods  
of volatility in the market price of stock, many companies have been the object 
of securities class action litigation. If we were to be sued in a securities    
class action, it could result in substantial costs and a diversion of           
management's attention and resources.                                           

WE ARE SUBJECT TO RISKS ASSOCIATED WITH DEPENDENCE ON THE INTERNET AND INTERNET 
INFRASTRUCTURE DEVELOPMENT                                                      

   Our success depends in large part on continued growth in, and the use of,
the Internet. There are critical issues concerning the commercial use of the    
Internet which remain unresolved. The issues concerning the commercial use of   
the Internet which we expect to affect the development of the market for our    
services include:                                                               

- security;                                                           

- reliability;                                                        

- cost;                                                               

- ease of access;                                                     

- quality of service; and                                             

- necessary increases in bandwidth availability.                      

The adoption of the Internet for information retrieval and exchange,  
commerce and communications, particularly by those enterprises that have        
historically relied upon traditional means of commerce and communications,      
generally will require that these                                               
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enterprises accept a new medium for conducting business and exchanging          
information. These entities likely will accept this new medium only if the      
Internet provides them with greater efficiency and an improved area of commerce 
and communication.                                                              

     Demand and market acceptance of the Internet are subject to a high level of
uncertainty and are dependent on a number of factors, including the growth in   
consumer access to and acceptance of new interactive technologies, the          
development of technologies that facilitate interactive communication between   
organizations and targeted audiences and increases in user bandwidth. If the    
Internet fails to develop or develops more slowly than we expect as a commercial
or business medium, it will adversely affect our business.                      

WE ARE SUBJECT TO RISKS ASSOCIATED WITH ONLINE COMMERCE SECURITY AND CREDIT CARD
FRAUD                                                                           

   A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. To securely      
transmit confidential information, such as customer credit card numbers, we rely
on encryption and authentication technology that we license from third parties. 

To the extent that our activities or those of third-party contractors 
involve the storage and transmission of proprietary information (such as credit 
card numbers), security breaches could damage our reputation and expose us to a 
risk of loss or litigation and possible liability. Our business may be adversely
affected if our security measures do not prevent security breaches and we cannot
assure that we can prevent all security breaches. In addition, we have suffered 
losses as a result of orders placed with fraudulent credit card data even though
the associated financial institution approved payment of the orders. Under      
current credit card practices, a merchant is liable for fraudulent credit card  
transactions where, as is the case with the transactions we process, that       
merchant does not obtain a cardholder's signature. Fraudulent use of credit card
data in the future could adversely affect our business.                         

WE ARE SUBJECT TO RISKS ASSOCIATED WITH DIGITAL DOWNLOAD                        

Our success depends in large part on our customers accepting digital  
download as a method of buying software. We typically derive higher gross       
margins from software sales via digital download than we do on shrink-wrap      
software sales. Therefore, our success also depends on our ability to increase  
the revenues we derive from product sales through digital download in absolute  
dollars and as a percentage of our net revenues. Digital download is a          
relatively new method of selling software products and its growth and market    
acceptance is highly uncertain and subject to a number of factors, including:   

    - the availability of sufficient network bandwidth to enable purchasers to
rapidly download software;                                        

- the impact of time-based Internet access fees;                      

 - the number of software titles that are available for purchase through
 digital download as compared to those available through traditional
methods;                                                          

   - the level of consumer comfort with the process of downloading software;
and                                                               

- the relative ease of this process and transaction security concerns.

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We believe there is a maximum size of a software product that most    
consumers are willing to purchase via digital download. We also believe that the
size of new software products will continue to increase and that these software 
products will be unsuitable for digital download without significant increases  
in network bandwidth. It will adversely affect our business if digital download 
fails to achieve widespread market acceptance. Even if digital download achieves
widespread acceptance, we might not overcome the substantial existing and future
technical challenges associated with electronically delivering software reliably
and consistently on a long-term basis. This would also adversely affect our     
business.                                                                       

WE RELY ON STRATEGIC MARKETING ALLIANCES                                        

    Pursuant to our current strategic alliance agreements, we are obligated to
pay a total of $52.5 million from December 31, 1998 through December 31, 2001,  
of which approximately $13.1 million must be paid during the second half of     
1999.                                                                           

    Under the terms of our agreement with America Online, we are the exclusive
reseller of software on certain screens on the America Online service and       
America Online's Web site, aol.com. We are a semi-exclusive reseller of software
on certain other screens on the America Online service. America Online also must
deliver to us minimum numbers of impressions (screen views with links to our Web
site). Pursuant to our agreement with America Online, we must make fixed        
payments totaling approximately $21 million. In addition, we must pay America   
Online a percentage of certain transactional advertising revenues we earn above 
specified minimum amounts. Our agreement with America Online terminates in      
August 2001, or earlier if there is a material breach.                          

Under the terms of our agreement with Excite, we may display banner   
advertisements and links to our Web site on certain screens on Excite Web sites,
and Excite cannot display paid promotional links or banner advertisements of any
other software reseller on specified screens of the Excite Web site related to  
software. Excite also must deliver minimum numbers of impressions to us. We must
make substantial payments to Excite during the three year term of that          
agreement. Also, we must pay Excite a percentage of certain transactional       
revenues we earn. Our agreement with Excite terminates when Excite meets certain
obligations relating to the delivery of impressions, but no earlier than April  
2001, unless there is a material breach. We are not aware of how the acquisition
of Excite by AtHome Corporation will impact our relationship with Excite under  
this agreement or otherwise.                                                    

    We also entered into three contracts with Network Associates. In September
1997, we were authorized to electronically distribute Network Associates'       
products on our Web site. In September 1998, we agreed to co-host Web sites with
Network Associates and agreed to resell Network Associates' products on Network 
Associates' Web site at www.mcafeestore.com. Under these agreements, we must    
make substantial payments to Network Associates for exclusive positioning of    
links to our Web site on certain screens on Network Associates' Web sites, and  
rights to resell Network Associates products.                                   

In February 1999, we entered into an agreement with Yahoo!, a global  
Internet media company that offers a branded network of comprehensive           
information, communication and shopping services. Under this agreement, Yahoo!  
will promote and advertise Beyond.com as a premier software merchant by         
delivering page views across Yahoo!'s branded network of sites, including the   
Yahoo! home page, My Yahoo!, Yahoo! Shopping, Yahoo! Games and relevant         
categories and search result pages in the Yahoo! directory. Over the 18-month   

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term of the agreement, we will make fixed payments, which may be augmented by   
certain performance-based payments.                                             

Traffic levels on our Web site and sales we generate from that traffic
might be insufficient to justify our significant fixed financial obligations to 
America Online, Excite, Network Associates, Yahoo! or to satisfy our contractual
obligations necessary to prevent termination of these agreements. In addition,  
the America Online, Excite, Network Associates and Yahoo! agreements do not     
provide us with automatic renewal rights upon expiration. Therefore, we may be  
unable to renew these agreements on commercially acceptable terms, or at all.   
Furthermore, we based our significant investment in the America Online, Excite, 
Netscape, Network Associates and Yahoo! relationships on a number of factors,   
including:                                                                      

- the continued positive market presence of these parties;            

- the reputation and anticipated growth of these parties; and         

    - the commitment of America Online, Excite and Yahoo! to deliver specified
numbers of screen views with links to our Web site.               

Although we expect our agreements with America Online, Excite, Network
Associates and Yahoo! to represent significant distribution channels for our    
software, we cannot assume that these agreements will meet this expectation. In 
addition, any termination of any or all of our agreements with these companies  
would likely have a material adverse affect on our business.                    

WE NEED TO MANAGE POTENTIAL GROWTH AND OUR MANAGEMENT TEAM IS NEW               

   We have rapidly and significantly expanded our operations, and anticipate
this trend will continue. On March 31, 1999, we had a total of 258 employees.   
This expansion has placed, and we expect will continue to place, a significant  
strain on our managerial, operational and financial resources. The majority of  
our senior management, including our President and Chief Executive Officer and  
our Chief Financial Officer, joined us within the last 18 months, and three     
directors joined our board of directors in March 1999. The Chairman of our Board
of Directors, William S. McKiernan, also serves as the President and Chief      
Executive Officer of CyberSource Corporation and, accordingly, plays a limited  
role in our management. Our new employees include a number of key managerial,   
technical and operations personnel who we have not yet fully integrated into our
operations, and we expect to add additional key personnel in the near future. To
manage the expected growth of our operations and personnel, we will need to     
improve existing and implement new transaction processing, operational and      
financial systems, procedures and controls.                                     

WE ARE SUBJECT TO RISKS ASSOCIATED WITH ACQUISITIONS                            

On March 30, 1999, we completed a transaction whereby one of our      
wholly-owned subsidiaries merged with and into BuyDirect.com, an online software
retailer for consumers and business customers. There can be no assurance that we
will successfully assimilate the additional personnel, operations, acquired     
technology and products of BuyDirect.com into our business, or retain key       
personnel. In particular, as a result of the merger, we will have operations in 
multiple facilities. We are not experienced in managing facilities in           
geographically distant areas. Accordingly, this physical expansion may result in
disruptions                                                                     

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that adversely affect our business. Further, there is no assurance that the     
BuyDirect.com merger will not have a negative impact on our business and        
financial condition. We recorded goodwill and other intangible assets as of     
March 31, 1999 of approximately $136 million, which are being amortized through 
2002. We believe it is likely that we will not generate additional earnings     
sufficient to recover the amount of goodwill and other intangible assets        
recorded during the period in which they are amortized.                         

 In addition, we intend to continue to make investments in complementary
companies, products or technologies. If we buy a company, we could have         
difficulty in assimilating that company's personnel and operations. In addition,
the key personnel of the acquired company may decide not to work for us. If we  
make other types of acquisitions, we could have difficulty in assimilating the  
acquired technology or products into our operations. These difficulties could   
disrupt our ongoing business, distract our management and employees and increase
our expenses. In addition, future acquisitions could have a negative impact on  
our business, financial condition and results of operations. Furthermore, we may
have to incur debt or issue equity securities to pay for any future acquisition,
the issuance of which would be dilutive to our existing stockholders.           

WE ARE DEPENDENT ON KEY PERSONNEL AND NEED ADDITIONAL PERSONNEL                 

    Our future success depends on the continued service and performance of our
senior management and other key personnel, particularly William S. McKiernan,   
Chairman of our Board of Directors, Mark L. Breier, our President and Chief     
Executive Officer, and John P. Pettitt, our Executive Vice President and Chief  
Technology Officer. In connection with the BuyDirect.com merger, we added       
approximately 70 new employees including managerial, technical and operations   
personnel. Our performance also depends on our ability to retain and motivate   
our other officers and key employees. Our success also depends on a successful  
transition of BuyDirect.com's management responsibility to our senior management
team. The loss of the services of any of our executive officers or other key    
employees could adversely affect our business. We do not have long term         
employment agreements with any of our key personnel. Our future success also    
depends on our ability to identify, attract, hire, train, retain and motivate   
other highly skilled technical, managerial, editorial, merchandising, marketing 
and customer service personnel. Competition for these individuals is intense,   
particularly in the Silicon Valley area, and we may be unable to successfully   
attract, assimilate or retain sufficiently qualified personnel in the future.   

WE ARE SUBJECT TO CAPACITY CONSTRAINT RISKS, RELIANCE ON INTERNALLY DEVELOPED   
SYSTEMS AND SYSTEM DEVELOPMENT RISKS                                            

   A key element of our strategy is to generate a high volume of traffic on,
and use of, our Web site. Our revenues depend on the number of customers who use
our Web site to purchase software. Accordingly, our Web site, transaction       
processing systems and network infrastructure performance, reliability and      
availability are critical to our operating results. These factors are also      
critical to our reputation and our ability to attract and retain customers and  
maintain adequate customer service levels. The volume of goods we sell and the  
attractiveness of our product and service offerings will decrease if there are  
any systems interruptions that affect the availability of our Web site or our   
ability to fulfill orders. We have experienced periodic systems interruptions,  
which we believe may continue to occur. We are continually enhancing and        
expanding our technology and transaction processing systems, and network        
infrastructure and other technologies, to                                       

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accommodate a substantial increase in the volume of traffic on our Web site. We 
may be unsuccessful in these efforts or we may be unable to accurately project  
the rate or timing of increases in the use of our Web site. We may also fail to 
timely expand and upgrade our systems and infrastructure to accommodate these   
increases. In addition, we cannot predict whether additional network capacity   
will be available from third party suppliers as we need it. Also, our network or
our suppliers' network might be unable to timely achieve or maintain a          
sufficiently high capacity of data transmission to timely process orders or     
effectively conduct digital downloads, especially if our Web site traffic       
increases. Our failure to achieve or maintain high capacity data transmission   
could significantly reduce consumer demand for our services.                    

WE MAY HAVE POTENTIAL CONFLICTS OF INTEREST WITH CYBERSOURCE CORPORATION        

    In connection with the spin off of our Internet commerce services business
to CyberSource in December 1997, we entered into agreements with CyberSource to 
define the ongoing relationship between the two companies. At the time these    
agreements were negotiated, all of our directors were also directors of         
CyberSource and other members of our management team joined CyberSource as      
executive officers. As a result, these agreements may not be deemed the result  
of arms' length negotiations. Further, although we and CyberSource are engaged  
in different businesses, the two companies currently have no policies to govern 
the pursuit or allocation of corporate opportunities between us and CyberSource,
in the event they arise. Our business could be adversely affected if the        
overlapping board members of the two companies, of which there are currently    
two, pursue CyberSource's interests over ours either in the course of           
intercompany transactions or where the same corporate opportunities are         
available to both companies.                                                    

WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR DEPENDENCE ON CYBERSOURCE           
CORPORATION                                                                     

We depend upon CyberSource for certain services such as credit card   
processing, fraud screening, export control, sales tax computation, electronic  
licensing, hosting of electronic downloads and fulfillment messaging. In        
addition, under the terms of an Inter-Company Cross License Agreement we have   
with CyberSource, we license certain technology, including Sm@rtCert, from      
CyberSource. CyberSource also provides these services and licenses this         
technology to other customers, including our competitors. It would be disruptive
to our business if any of the following occur:                                  

- any discontinuation of these services;                              

- any termination of this license;                                    

    - any reduction in performance that requires us to replace these services;

- any reduction in performance that causes us to internally develop or
license these technologies from a third party; or                 

 - any failure by CyberSource to ensure that this software complies with
"Year 2000" requirements.                                         

Certain former and current members of our management have joined      
CyberSource in executive management positions, including William S. McKiernan,  
the Chairman of our Board of Directors, who serves as President and Chief       
Executive Officer of CyberSource. Currently, two members of our Board of        
Directors serve on the CyberSource Board of                                     

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Directors. Nothing in our agreements with CyberSource prohibits CyberSource from
competing directly with us or prevents a third party from acquiring CyberSource,
either of which could adversely affect our business.                            

WE ARE SUBJECT TO RISK OF SYSTEM FAILURE AND OUR SYSTEMS ARE LOCATED IN SINGLE  
FACILITY                                                                        

    Our success, in particular our ability to successfully receive and fulfill
orders and provide high quality customer service, largely depends on the        
efficient and uninterrupted operation of our computer and communications        
systems. Substantially all of our development and management systems are in a   
single facility we lease in Sunnyvale, California. Our operational systems are  
in a single location in Santa Clara, California.                                

  Our systems and operations are vulnerable to damage or interruption from
fire, flood, power loss, telecommunications failure, break-ins, earthquake and  
similar events. We have no formal disaster recovery plan and carry insufficient 
business interruption insurance to compensate us for losses that may occur.     
Furthermore, our security mechanisms or those of our suppliers may not prevent  
security breaches or service breakdowns. Despite our implementation of security 
measures, our servers may be vulnerable to computer viruses, physical or        
electronic break-ins and similar disruptions. These events could cause          
interruptions or delays in our business, loss of data or render us unable to    
accept and fulfill customer orders.                                             

RAPID TECHNOLOGICAL CHANGE MAY ADVERSELY AFFECT US                              

To remain competitive, we must continue to enhance and improve the    
responsiveness, functionality and features of our online store. The Internet and
the online commerce industry are characterized by rapid technological change,   
changes in user and customer requirements and preferences and frequent product  
and service introductions. If competitors introduce products and services       
embodying new technologies or if new industry standards and practices emerge,   
then our existing Web site, proprietary technology and systems may become       
obsolete. Our future success will depend on our ability to do the following:    

  - both license and internally develop leading technologies useful in our
business;                                                         

- enhance our existing services;                                      

- develop new services and technology that address the increasingly   
sophisticated and varied needs of our prospective customers; and  

 - respond to technological advances and emerging industry standards and
practices on a cost-effective and timely basis.                   

To develop our Web site and other proprietary technology entails      
significant technical and business risks. We may use new technologies           
ineffectively or we may fail to adapt our Web site, proprietary technology and  
transaction processing systems to customer requirements or emerging industry    
standards. If we face material delays in introducing new services, products and 
enhancements, our customers may forego the use of our services and use those of 
our competitors.                                                                

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YEAR 2000 RISK MAY ADVERSELY AFFECT US                                          

 Many existing computer programs use only two digits to identify a year.
These programs were designed and developed without addressing the impact of the 
upcoming change in the century. If not corrected, many computer software        
applications could fail or create erroneous results by, at or beyond the Year   
2000. We have assessed our proprietary software and our internally developed    
systems which permit the sale, order, processing and delivery of off-the-shelf  
software to our customers to determine Year 2000 compliance. We have searched   
through software code for each of these applications and believe that we have   
identified all instances where date specific information is required. We have   
further investigated whether these date fields contain two or four digits. Based
on our review and the results of limited testing, we believe our other          
proprietary software and internally developed systems are Year 2000 compliant.  

   In addition to our proprietary software and internally developed systems,
we utilize software, computer technology and other services internally developed
and provided by third-party vendors that may fail due to the Year 2000          
phenomenon. For example, we are dependent on the institutions involved in       
processing our members' credit card payments for Internet services. We are also 
dependent on telecommunications vendors and leased point-of-purchase vendors to 
maintain network reliability.                                                   

    Our software applications run on several hardware platforms and associated
operating systems, primarily those provided by Sun Microsystems. In addition,   
our software operates in accordance with several external Internet protocols,   
such as HTTP and NNTP. Our software is therefore dependent upon the correct     
processing of dates by these systems and protocols. We have reviewed information
made publicly available by Sun Microsystems and our other hardware platform     
providers regarding Year 2000 compliance and researched the date handling       
capabilities of applicable Internet protocols. Based on this research, we do not
believe that the underlying systems and protocols that operate in conjunction   
with our software applications contain material Year 2000 deficiencies. However,
we have not conducted our own tests to determine to what extent our software    
running on any of our hardware platforms and in accordance with any of our      
supported Internet protocols fails to properly recognize Year 2000 dates.       

We use multiple software systems for our internal business purposes,  
including accounting, e-mail, development, human resources, customer service and
support, and sales tracking systems. All of these applications have been        
purchased or developed within the preceding 18 months. We have made inquiries of
vendors of the systems that we believe are mission critical to our business     
regarding their Year 2000 readiness. Each of these vendors has indicated to us  
that it believes its applications are Year 2000 compliant. However, we have not 
received affirmative documentation in this regard from any of these vendors and 
we have not performed any operational tests on their internal systems. We       
anticipate that our systems, including components thereof provided by           
third-party vendors, will be Year 2000 compliant by the Year 2000.              

    However, our software applications and the underlying hardware systems and
protocols running the software may contain undetected errors or defects         
associated with Year 2000 date functions. Our software applications directly and
indirectly interact with a large number of other hardware and software systems. 
We are unable to predict to what extent our business may be affected if our     
software or the systems that operate in conjunction with our software experience
a material Year 2000 failure. Known or unknown errors or defects that affect the
operation of our software could result in delay or loss of revenue,             

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interruption of shopping services, cancellation of customer contracts,          
interference with digital download, diversion of development resources, damage  
to our reputation, costs, and litigation costs, any of which could adversely    
affect our business, financial condition and results of operation. Further, the 
spending and purchasing patterns of customers or potential customers may be     
affected by the Year 2000 issue as individuals, corporation and government      
agencies expend significant resources to correct or update their current system 
for Year 2000 compliance or delay purchases of new software until after the Year
2000. At this time, the expenses associated with our assessment and potential   
remediation plan cannot be determined. Further, at this time, we do not have    
enough information to determine the most reasonably likely worst case scenario. 
Therefore, we do not have a contingency plan in place to handle the most        
reasonably likely worst case scenario, and we do not intend to create one.      

WE MAY NOT SUCCESSFULLY PROTECT OUR PROPRIETARY RIGHTS                          

 We regard our copyrights, service marks, trademarks, trade dress, trade
secrets and similar intellectual property as critical to our success. To protect
our proprietary rights, we rely on trademark and copyright law, trade secret    
protection and confidentiality and/or license agreements with our employees,    
customers, partners and others. We pursue the registration of our trademarks and
service marks in the U.S., and have applied for the registration of our         
trademarks and service marks. We applied for Federal registration of the service
marks "BEYOND.COM" on July 10, 1998, and "BEYOND DOT COM" on July 14, 1998,     
although we cannot be certain that federal registration of these service marks  
or any other service mark will issue. In addition, effective trademark, service 
mark, copyright and trade secret protection may be unavailable in every country 
in which our products and services are available online.                        

    We have licensed in the past, and expect to license in the future, certain
of our proprietary rights, such as trademarks or copyrighted material, to third 
parties. While we attempt to ensure that these licensees maintain the quality of
our brand, the licensees could take actions that materially harm the value of   
our proprietary rights or reputation. Furthermore, the steps we take to protect 
our proprietary rights may be inadequate, or third parties might infringe or    
misappropriate our trade secrets, copyrights, trademarks, trade dress and       
similar proprietary rights. In addition, others could independently develop     
substantially equivalent intellectual property. We may have to litigate in the  
future to enforce our intellectual property rights, to protect our trade secrets
or to determine the validity and scope of the proprietary rights of others. Such
litigation could result in substantial costs and the diversion of our management
and technical resources which could harm our business.                          

INTELLECTUAL PROPERTY AND OTHER CLAIMS AGAINST US CAN BE COSTLY AND RESULT IN   
THE LOSS OF SIGNIFICANT RIGHTS                                                  

   Other parties may assert infringement, unfair competition or other claims
against us. In the past, other parties have sent us notice of claims of         
infringement of proprietary rights, and we expect to receive other notices in   
the future. We cannot predict whether others will assert infringement or other  
claims against us, or whether any past or future assertions or prosecutions will
adversely affect our business. If we are forced to defend against any such      
claims, whether they are with or without merit or are determined in our favor,  
then we may face wasted time, costly litigation, diversion of technical and     
management personnel, or product shipment delays, which could adversely affect  
our                                                                             

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business. As a result an infringement dispute, we may have to develop           
non-infringing technology or enter into royalty or licensing agreements. Such   
royalty or licensing agreements, if required, may be unavailable on terms       
acceptable to us, or at all. If there is a successful claim of product          
infringement against us and we are unable to develop non-infringing technology  
or license the infringed or similar technology on a timely basis, it could      
adversely affect our business.                                                  

WE MAY BECOME SUBJECT TO ADDITIONAL GOVERNMENT REGULATION                       

     Laws and regulations directly applicable to communications or commerce over
the Internet are becoming more prevalent. The most recent session of the U.S.   
Congress resulted in Internet laws regarding children's privacy, copyrights,    
taxation and the transmission of sexually explicit material. The European Union 
recently enacted its own privacy regulations. The law of the Internet, however, 
remains largely unsettled, even in areas where there has been some legislative  
action. It may take years to determine whether and how existing laws such as    
those governing intellectual property, privacy, libel, contracts and taxation   
apply to the Internet. In addition, the growth and development of the market for
online commerce may prompt calls for more stringent consumer protection laws,   
both in the United States and abroad, that may impose additional burdens on     
companies conducting business online. The adoption or modification of laws or   
regulations relating to the Internet could adversely affect our business.       

WE MAY BE LIABLE FOR INTERNET CONTENT                                           

    We believe that our future success will depend in part upon our ability to
deliver original and compelling descriptive content about the software products 
we sell on the Internet. As a publisher of online content, we face potential    
liability for defamation, negligence, copyright, patent or trademark            
infringement, or other claims based on the nature and content of materials that 
we publish or distribute. In the past, plaintiffs have brought such claims and  
sometimes successfully litigated them against online services. In addition, in  
the event that we implement a greater level of interconnectivity on our Web     
site, we will not and cannot practically screen all of the content our users    
generate or access, which could expose us to liability with respect to such     
content. Although we carry general liability insurance, our insurance may not   
cover claims of these types or may be inadequate to indemnify us for all        
liability that may be imposed on us. If we face liability, particularly         
liability that is not covered by our insurance or is in excess of our insurance 
coverage, then our reputation and our business may suffer.                      

WE MAY BE SUBJECT TO SALES AND OTHER TAXES                                      

We do not currently collect sales or other similar taxes for physical 
shipments of goods into states other than California, Virginia and the District 
of Columbia. We do not currently collect sales or other similar taxes for       
digital download of goods into states other than the District of Columbia.      
However, one or more local, state or foreign jurisdictions may seek to impose   
sales tax collection obligations on us and other out of state companies which   
engage in online commerce. In addition, any new operations in states outside    
California and the District of Columbia, could subject our shipments into such  
states to state sales taxes under current or future laws. If one or more states 
or any foreign country successfully asserts that we should collect sales or     
other taxes on the sale of our merchandise, it could adversely affect our       
business.                                                                       

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MANAGEMENT AND CERTAIN STOCKHOLDERS CAN EXERCISE SIGNIFICANT INFLUENCE OVER US  

     As of June 30, 1999, our current directors and executive officers and their
respective affiliates beneficially own in the aggregate approximately 45.9% of  
our outstanding common stock. In particular, William S. McKiernan, the Chairman 
of our Board of Directors, beneficially holds approximately 23.6% of our        
outstanding common stock as of June 30, 1999. Therefore, if these stockholders  
act together, they will be able to exercise significant influence over all      
matters requiring stockholder approval, including the election of directors and 
approval of significant corporate transactions. Such concentration of ownership 
may also have the effect of delaying, preventing or deterring a change in our   
control which could adversely affect the market price of our common stock.      

SUBSTANTIAL FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD         
ADVERSELY AFFECT OUR STOCK PRICE                                                

 If our stockholders sell substantial amounts of our common stock in the
public market following this offering, the market price of our common stock     
could fall. Such sales might also make it more difficult for us to sell equity  
or equity-related securities in the future at a time and price that we deem     
appropriate.                                                                    

WE ARE SUBJECT TO RISKS ASSOCIATED WITH GLOBAL EXPANSION                        

   Although we sell software to customers outside the United States, we have
no overseas fulfillment or distribution facility or arrangement. We also have no
Web site content localized for foreign markets. Therefore, we may be unable to  
expand our global presence effectively. In addition, international operations   
are subject to inherent risks, including:                                       

- regulatory requirements;                                            

- export restrictions;                                                

- tariffs and other trade barriers;                                   

- difficulties in protecting intellectual property rights;            

- longer payment cycles;                                              

- problems in collecting accounts receivable;                         

- political instability; and                                          

- fluctuations in currency exchange rates.                            

In addition, the United States imposes export restrictions on certain 
software because of its encryption technology and we may face liability if we   
violate these restrictions.                                                     

WE MAY BE SUBJECT TO RISKS RELATED TO THE INTRODUCTION OF THE EURO CURRENCY     

     In January 1999, the new "Euro" currency was introduced in certain European
countries that are part of the European Monetary Union ("EMU"). During 2002, all
EMU countries are expected to completely replace their national currencies with 
the Euro. A significant amount of uncertainty exists as to the effect the Euro  
will have on the marketplace generally and, additionally, all of the final rules
and regulations have not yet                                                    

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been defined and finalized by the European Commission with regard to the Euro   
currency. We list the prices for our products, accounts, and invoices for sales 
and collect payments in U.S. dollars, even for sales outside the U.S. We        
currently utilize third-party vendor equipment and software products that may or
may not be EMU compliant. Although we are currently taking steps to address the 
impact, if any, of EMU non-compliance for such third-party products, the failure
of any critical component to operate properly during and after the Euro         
conversion process may have an adverse effect on our business or results of     
operations or require us to incur expenses to remedy such problems.             

OUR CHARTER DOCUMENTS AND OTHER AGREEMENTS MAY ADVERSELY AFFECT A POTENTIAL     
TAKEOVER                                                                        

Provisions of our Amended and Restated Certificate of Incorporation,  
Bylaws, option agreements and Delaware law could make it more difficult for a   
third party to acquire us, even if doing so would be beneficial to our          
stockholders. See "Description of Capital Stock."                               

YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS            

    This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"         
"expects," "future," "intends" and similar expressions to identify such         
forward-looking statements. This prospectus also contains forward-looking       
statements attributed to certain third parties relating to their estimates      
regarding the growth of certain electronic-commerce, electronic software        
delivery, software and related service markets and spending. You should not     
place undue reliance on these forward-looking statements, which apply only as of
the date of this prospectus. Our actual results could differ materially from    
those anticipated in these forward-looking statements for many reasons,         
including the risks faced by us described above and elsewhere in this           
prospectus.                                                                     

BEYOND.COM CORPORATION

We are a leading online reseller of commercial off-the-shelf computer 
software to the consumer, small business and large enterprise markets. Through  
our online store (www.beyond.com), we offer customers a comprehensive selection 
of software as well as related computer peripheral products, helpful customer   
service, a convenient shopping experience and competitive prices. We believe    
that our Beyond.com Web site is one of the most widely known and used sites on  
the World Wide Web for the purchase of software. We deliver software to         
customers one of two ways: either we physically deliver the shrink-wrap software
package or we deliver the software over the Internet through digital download.  
Approximately 48,000 software stock-keeping units ("SKUs") are available for    
online purchase with approximately 6,800 SKUs available for immediate,          
electronic delivery.                                                            

     We also have established strategic marketing alliances with America Online,
Inc., @Home Network, CNET Inc., Company Computer Corp., Excite, Inc., Microsoft 
Corp., XOOM.com Inc., Yahoo! Inc. and ZDNET. These alliances promote our Web    
site and services on the Web sites of these strategic partners.                 

  Our address is 1195 West Fremont Avenue, Sunnyvale, California 94087 and
our telephone number is (408) 616-4200.                                         
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   We were incorporated in California in 1994 as CyberSource Corporation and
changed our name to software.net Corporation in April 1998. In June 1998, we    
were reincorporated in Delaware as software.net Corporation. In December, 1998, 
we changed our name from software.net Corporation to Beyond.com Corporation.    
References in this prospectus to "Beyond.com", "we", "our" and "us" refer to    
Beyond.com Corporation, a Delaware corporation and its predecessor, software.net
Corporation, both the California and the Delaware corporation. Our principal    
executive offices are located at 1195 West Fremont Avenue, Sunnyvale, California
94087 and our telephone number is (408) 616-4200. We have applied for federal   
registration of the service marks "BEYOND.COM" and "BEYOND DOT COM." Each       
trademark, trade name or service mark of any other company appearing in this    
prospectus belongs to its holder.                                               

USE OF PROCEEDS 

We will not receive any of the proceeds from the sale by the selling  
stockholders of shares of our common stock. We have agreed to bear certain      
expenses relating to the registration of the shares of common stock registered  
pursuant to the registration statement of which this prospectus is a part.      

DIVIDEND POLICY 

   We have never declared or paid any cash dividends. We currently expect to
retain future earnings, if any, to finance the growth and development of our    
business.                                                                       

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SELLING STOCKHOLDERS

   The following table provides the name of the selling stockholders and the
number of shares of common stock owned by the selling stockholders. Since the   
selling stockholders may each sell all, some or none of their respective shares,
we cannot estimate the aggregate number and percentage of shares of common stock
that the selling stockholders will offer pursuant to this prospectus or that the
selling stockholders will own upon completion of an offering to which this      
prospectus relates.                                                             

                                                        · Enlarge/Download Table

                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
William S. McKiernan......................... 8,407,577    23.4%    8,407,577     --            *

Vulcan Ventures Inc.......................... 2,932,375     8.2     2,932,375     --            *
  110 110th Avenue NE, Suite 550                                                                 
  Bellevue, WA 98004                                                                             

Global Retail Partners, L.P. and its                                                             
  affiliates(2).............................. 1,188,924     3.3     1,188,924     --            *
  2121 Avenue of the Stars, Suite 1630                                                           
  Los Angeles, CA 90067                                                                          

Bong Ju Suh..................................   699,343     1.9       699,343     --            *
  1350 Cole Street                                                                               
  San Francisco, CA 94117                                                                        

Carlie Pasha Headapohl and William Ellin                                                         
  Headapohl                                                                                      
  TTEE 1996 Headapohl Family Trust...........   699,343     1.9       699,343     --            *
  118 26th Avenue                                                                                
  San Francisco, CA 94121                                                                        

CNET, Inc....................................   683,443     1.9       683,443     --            *
  Attn: Douglas Woodrum, Chief Financial                                                         
  Officer                                                                                        
  150 Chestnut Street                                                                            
  San Francisco, CA 94111                                                                        

At Home Corporation..........................   671,563     1.9       671,563     --            *
  Attn: David Pine, VP, General Counsel                                                          
  425 Broadway Street                                                                            
  Redwood City, CA 94063                                                                         

Entities affiliated with C.E. Unterberg,                                                         
  Towbin(3)..................................   479,515     1.3       479,515     --            *
  Swiss Bank Tower                                                                               
  10 East 50th Street, 22nd Floor                                                                
  New York, New York 10002                                                                       

ZD Inc.......................................   394,250     1.1       394,250     --            *
  Attn: Daryl Otte                                                                               
  28 East 28th Street                                                                            
  New York, NY 10016                                                                             

BuyPartners, LLC.............................   128,287       *       128,287     --            *
  804 Whitehaven Place                                                                           
  San Ramon, CA 94583                                                                            

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                                                        · Enlarge/Download Table

                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Draper Richards L.P..........................   118,552       *       118,552     --            *
  Attn: Robin Donohoe                                                                            
  50 California Street                                                                           
  Suite 2925                                                                                     
  San Francisco, CA 94114                                                                        

Bayview Investors Ltd........................   104,229       *       104,229     --            *
  c/o BancBoston Robertson Stephens                                                              
  Attn: Jennifer Sherrill                                                                        
  555 California Street                                                                          
  Suite 2600                                                                                     
  San Francisco, CA 94104                                                                        

Jay Erik Lou.................................    80,750       *        80,750     --            *
  2144 Green Street, #8                                                                          
  San Francisco, CA 94123                                                                        

D. Kathryn Weller............................    68,903       *        68,903     --            *
  c/o Morgan Stanley Dean Witter                                                                 
  Attn: David Huang                                                                              
  6140 Stoneridge Mall Road                                                                      
  Suite 100                                                                                      
  Pleasanton, CA 94588                                                                           

Jody M. Sherman..............................    52,810       *        52,810     --            *
  Morgan Stanely Dean Witter                                                                     
  Attn: David Huang                                                                              
  6140 Stoneridge Mall Road                                                                      
  Suite 100                                                                                      
  Pleasanton, CA 94588                                                                           

Charles Moldow...............................    52,253       *        52,253     --            *
  170 Seminary Drive                                                                             
  Menlo Park, CA 94025                                                                           

Stanley J. Meresman..........................    37,192       *        37,192     --            *
  2071 Huntington Lane                                                                           
  Los Altos, CA 94024                                                                            

Marian Susan Boardley........................    36,424       *        36,424     --            *
  c/o SalomonSmithBarney                                                                         
  Attn: Matthew L. Megorden                                                                      
  350 California Street, 22 nd Floor                                                             
  San Francisco, CA 94104                                                                        

Niall D. Hawkins.............................    33,878       *        33,878     --            *
  3060 Turk Street                                                                               
  San Francisco, CA 94118                                                                        

Wendover LLC.................................    33,848       *        33,848     --            *
  Attn: H. Rankin, Jr.                                                                           
  66 Stanton Road                                                                                
  Darien, CT 06820                                                                               

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                                                        · Enlarge/Download Table

                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Charles R. Ewald.............................    29,637       *        29,637     --            *
  50 California Street                                                                           
  Suite 2925                                                                                     
  San Francisco, CA 94111                                                                        

Russell S. Reynolds Jr.......................    29,637       *        29,637     --            *
  39 Clapboard Ridge Road                                                                        
  Greenwich, CT 06830                                                                            

Doris Lynn Ellwood...........................    29,139       *        29,139     --            *
  4812 SW 39th Drive                                                                             
  Portland, OR 97221                                                                             

Thomas Warford Mullen........................    26,276       *        26,276     --            *
  850 Covington Road                                                                             
  Los Altos, CA 94024                                                                            

Robert C. Harris.............................    25,000       *        25,000     --            *
  One Sansome Street, 41st. Fl                                                                   
  San Francisco, CA 94104                                                                        

Todd Rankin..................................    22,325       *        22,325     --            *
  730 Shrader Street                                                                             
  San Francsico, CA 94117                                                                        

Wilblairco Associates, L.P...................    20,951       *        20,951     --            *
  222 W. Adams Street                                                                            
  Chicago, IL 60606                                                                              

ARBA, LLC....................................    19,160       *        19,160     --            *
  c/o Pell Development Co.                                                                       
  Attn: Dave Pell                                                                                
  600 Harrison Street                                                                            
  Suite 100                                                                                      
  San Francisco, CA 94107                                                                        

RMC Investments, LLC.........................    17,237       *        17,237     --            *
  c/o E. Tyler Miller                                                                            
  11750 Sorrento Valley Road                                                                     
  San Diego, CA 92121                                                                            

Thanos Triant................................    14,929       *        14,929     --            *
  2170 Stockbridge Avenue                                                                        
  Woodside, CA 94062                                                                             

Junho Suh....................................    14,433       *        14,433     --            *
  3950 Medford Street                                                                            
  Los Angeles 90063                                                                              

Carlos Ramiro Teran..........................    13,445       *        13,445     --            *
  3199 Clay Street, #9                                                                           
  San Francisco, CA 94115                                                                        

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                                                        · Enlarge/Download Table

                                                                                      SHARES     
                                              SHARES BENEFICIALLY                  BENEFICIALLY  
                                              OWNED PRIOR TO THIS                  OWNED AFTER   
                                                  OFFERING(1)                     THIS OFFERING  
                                              -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                 NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                ---------   -------  ------------  ------   -------
                                                                                                 
Rainbow Trading Venture Partners, L.P........    12,745       *        12,745     --            *
  8201 Preston Road, Suite 400                                                                   
  Dallas, TX 75225                                                                               

Fincher W. Smith.............................    10,848       *        10,848     --            *
  2609 Cline Street                                                                              
  Tallahassee, FL 32312                                                                          

William F. Headapohl.........................    10,649       *        10,649     --            *
  120 Ben Hogan Drive                                                                            
  Missoula, MT 59803                                                                             

Bruce Moldow.................................     9,355       *         9,355     --            *
  5061 N.W. 119th Terrace                                                                        
  Coral Springs, FL 33076                                                                        

Adrian Scott.................................     8,462       *         8,462     --            *
  11 Brush Place, #1                                                                             
  San Francisco, CA 94103                                                                        

Robert B. Deans, Jr..........................     8,462       *         8,462     --            *
  545 Madison Avenue                                                                             
  9th Floor                                                                                      
  New York, NY 10022                                                                             

Ronald & Gayle Conway as Trustees of the                                                         
  Conway                                                                                         
  Family Trust dated 9/25/96.................     7,464       *         7,464     --            *
  76 Adam Way                                                                                    
  Atherton, CA 94027                                                                             

Stanley J. and Sharon A. Meresman, as                                                            
  Trustees of                                                                                    
  the Meresman Family Trust U/D/T dated                                                          
  9/19/89....................................     7,464       *         7,464     --            *
  2071 Huntington Lane                                                                           
  Los Altos, CA 94024                                                                            

Jeff Kolodin.................................     6,769       *         6,769     --            *
  43603 Daphney House Court                                                                      
  Potomac, MD 20850                                                                              

Berton and Gloria Muldow.....................     5,971       *         5,971     --            *
  35 Bermuda Road                                                                                
  Westport, CT 06880                                                                             

Joseph R. Maravillas.........................     5,412       *         5,412     --            *
  2231 Santa Ana Drive                                                                           
  Fairfield, CA 94533                                                                            

James L. Brock...............................     4,478       *         4,478     --            *
  1837 Brewster Avenue                                                                           
  Redwood City, CA 94062                                                                         

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                                                        · Enlarge/Download Table

                                                                                       SHARES     
                                               SHARES BENEFICIALLY                  BENEFICIALLY  
                                               OWNED PRIOR TO THIS                  OWNED AFTER   
                                                   OFFERING(1)                     THIS OFFERING  
                                               -------------------  SHARES BEING  ----------------
              NAME AND ADDRESS                  NUMBER     PERCENT      SOLD      NUMBER   PERCENT
              ----------------                 ---------   -------  ------------  ------   -------
                                                                                                  
CNA Trust Company, TTEE ULG 401(k) Retirement                                                     
  Plan,                                                                                           
  FBO Robert V. W. Zipp......................      4,478       *         4,478     --            *
  3080 South Bristol Street                                                                       
  Costa Mesa, CA 92626                                                                            

Teresa M. Crummett...........................      2,985       *         2,985     --            *
  1999 Green Street, #104                                                                         
  San Francisco, CA 94123                                                                         

Scott Gregory Jower..........................        637       *           637     --            *
  180 Derby Lane                                                                                  
  Moraga, CA 94556                                                                                

17 other selling stockholders, the aggregate                                                      
  share......................................    232,321       *       232,321     --            *
  amount of which is less than 1% of the                                                          
  outstanding common stock prior to the                                                           
  offering(4)                                                                                     

-------------------------                                                       
*  Represents beneficial ownership of less than 1% of our common stock.       

(1) Percent of shares beneficially owned prior to and after this offering is    
determined based on 35,907,657 shares outstanding as of June 30, 1999.  
Beneficial ownership is determined in accordance with the rules of the  
   Securities and Exchange Commission. The number of shares beneficially owned
   by a person includes shares of common stock subject to options held by that
   person that are currently exercisable or exercisable within 60 days of June
30, 1999. Such shares issuable pursuant to such options are deemed      
outstanding for computing the percentage ownership of the person holding
 such options but not deemed outstanding for the purposes of computing the
percentage ownership of each other person. To our knowledge, the persons
 named in this table have sole voting and investment power with respect to
all shares of common stock shown as owned by them, subject to community 
property laws where applicable and except as indicated in the other     
   footnotes to this table. Unless otherwise indicated, the address of each of
the individuals named above is: c/o Beyond.com Corporation, 1195 West   
Fremont Avenue, Sunnyvale, California 94087.                            

(2) Represents 755,676 shares held by Global Retail Partners, L.P., 52,026      
  shares held by Global Retail Partners Funding, Inc., 10,295 shares held by
Global Retail Partners, Inc., 49,124 shares held by GRP Partners, L.P., 
    225,173 shares held by DLJ Diversified Partners, L.P., 83,625 shares held by
 DLJ Diversified Partners-A, L.P., 7,951 shares held by DLJ First ESC L.P.
and 5,054 shares held by DLJ ESC II L.P.                                

(3) Represents 56,791 shares of common stock held by UT Capital Partners        
International, LDC (formerly UH Capital Partners International, LDC),   
  345,753 shares held by UT Technology Partners, LDC (formerly UH Technology
Partners, LDC); 37,747 shares held by Unterberg Harris Private Equity   
Partners, L.P., 8,063 shares held by Unterberg Harris Private Equity    
Partners, CV, 5,769 shares held by C.E. Unterberg Towbin LLC and an     
aggregate of 25,392 shares held by individuals associated with these    
entities.                                                               

(4) Represents 232,321 shares held by 17 stockholders who received such shares  
  in connection with the merger of one of our wholly-owned subsidiaries with
 and into BuyDirect.com, Inc. and the exchange of all common and preferred
   stock of BuyDirect.com, Inc. held by them, who, in the aggregate, hold less
than 1% of the outstanding common stock prior to this offering.         

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DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK                                        

We are authorized to issue up to 70,000,000 shares of common stock and
15,000,000 shares of preferred stock. The following description of our capital  
stock is not complete and is qualified in its entirety by our certificate of    
incorporation and bylaws, both of which are included as exhibits to the         
registration statement of which this prospectus forms a part, and by applicable 
Delaware laws.                                                                  

COMMON STOCK                                                                    

As of June 30, 1999, there were 35,907,657 shares of common stock     
outstanding held of record by approximately 107 stockholders. Subject to        
preferences that may be applicable to any outstanding shares of preferred stock,
our board of directors may declare a dividend out of funds legally available and
the holders of common stock are entitled to receive ratably any such dividends. 
In the event of our liquidation, dissolution or winding up, holders of our      
common stock are entitled to share ratably in all of our assets remaining after 
we pay our liabilities and liquidation preferences of any outstanding shares of 
preferred stock. Holders of our common stock have no preemptive rights or other 
subscription rights to convert their shares into any other securities. There are
no redemption or sinking fund provisions applicable to the common stock. All    
outstanding shares of common stock and the shares of common stock to be issued  
upon conversion of our 7 1/4% Convertible Subordinated Notes will be fully paid 
and nonassessable.                                                              

PREFERRED STOCK                                                                 

 Our board of directors has the authority, without further action by our
stockholders, to issue up to 15,000,000 shares of preferred stock in one or more
series and to fix the privileges and rights of each series. These privileges and
rights may be greater than those of the common stock. Our board of directors,   
without further stockholder approval, can issue preferred stock with voting,    
conversion or other rights that could adversely affect the voting power and     
other rights of the holders of common stock. This type of "blank check preferred
stock" makes it possible for us to issue preferred stock quickly with terms     
calculated to delay or prevent a change in our control or make removal of our   
management more difficult. Additionally, if we issue this preferred stock, then 
the market price of common stock may decrease, and voting and other rights may  
decrease. We currently have no plans to issue any of this preferred stock.      

WARRANTS                                                                        

 Concurrent with the purchase of 238,949 shares of our common stock at a
price per share equal to our initial public offering price (less underwriters'  
discounts) by America Online in June 1998, we issued to America Online a        
non-forfeitable warrant for 358,423 shares of common stock at a per share       
exercise price of $8.37, which vests in increments of 1/36 per month commencing 
March 1, 1998.                                                                  

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CONVERTIBLE NOTES                                                               

     In November and December 1998, we issued $63.25 million aggregate principal
amount of 7 1/4% Convertible Subordinated Notes. Our 7 1/4% Convertible         
Subordinated Notes:                                                             

- are general unsecured obligations;                                  

- mature on December 1, 2003;                                         

    - bear interest at a rate of 7 1/4% per year commencing November 23, 1998;

   - are convertible, at any time prior to the close of business on December
 1, 2003, into shares of our common stock at the conversion price of
$18.34 per share, subject to certain adjustments;                 

    - may be redeemed at our option on or after December 6, 2001, in whole or,
     from time to time, in part, upon not less than 30 nor more than 60 days
  notice by mail at the following prices (expressed as a percentage of
principal amount) during the periods set forth below:             

                                                                · Download Table
                                                                      
December 6, 2001 through November 30, 2002..................  101.813%
December 1, 2002, through December 1, 2003..................  100.000%

   - rank behind all existing and future senior indebtedness of ours and any
of our subsidiaries in right of payment;                          

- were issued in denominations of $1,000 principal amount and integral
multiples thereof; and                                            

  - were issued only in fully registered book entry form, without coupons,
       and are represented by a permanent global 7 1/4% Convertible Subordinated
Note.                                                             

Upon the occurrence of certain events which constitute a "change of   
control" (as defined in the 7 1/4% Convertible Subordinated Note), we may, at   
the election of a holder of our 7 1/4% Convertible Subordinated Notes, be       
required to purchase all or any part of such holder's notes.                    

    LaSalle Bank National Association has agreed to serve as the Trustee under
the Indenture. LaSalle Bank National Association will be permitted to deal with 
us and any of our affiliates with the same rights as if it were not Trustee;    
provided, however, that under the Trust Indenture Act, if LaSalle Bank National 
Association acquires any conflicting interest (as defined in the Trust Indenture
Act) and there exists a default with respect to our 7 1/4% Convertible          
Subordinated Notes, it must eliminate such conflict or resign.                  

We, together with LaSalle Bank National Association, may amend or     
supplement the terms of our 7 1/4% Convertible Subordinated Notes with the      
written consent of the holders of at least a majority in principal amount of the
then outstanding notes. However, we may not, without the consent of the holder  
of each 7 1/4% Convertible Subordinated Note affected thereby, amend the notes  
to alter the rights of such holders in a materially adverse manner.             

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  The occurrence of any of the following events would constitute a default
(such events are referred to as "Events of Default") under our Indenture with   
LaSalle Bank National Association and our 7 1/4% Convertible Subordinated Notes:

  - our failure to pay any interest on our 7 1/4% Convertible Subordinated
Notes for 30 days after the same is due or our failure to pay any 
     principal of or premium, if any, on our 7 1/4% Convertible Subordinated
Notes when due;                                                   

   - our failure to comply with any of our other agreements contained in our
      7 1/4% Convertible Subordinated Notes or our Indenture with LaSalle Bank
      National Association for 60 days after receipt of notice of such failure
    from LaSalle Bank National Association or the holders of not less than
      25% in aggregate principal amount of our 7 1/4% Convertible Subordinated
Notes then outstanding;                                           

- our default under any bond, debenture, note or other evidence of    
      indebtedness for money borrowed or that of any subsidiary of ours having
       an aggregate outstanding principal amount in excess of $10 million, which
 default shall have resulted in such indebtedness being accelerated,
     without such indebtedness being discharged, or such acceleration having
been rescinded or annulled, within ten days from the date of such 
acceleration; and                                                 

   - certain events of bankruptcy, insolvency or reorganization with respect
to us or any subsidiary of ours.                                  

If an event of default (other than an Event of Default resulting from 
bankruptcy, insolvency or reorganization with respect to us or any subsidiary of
ours) occurs and is continuing, LaSalle Bank National Association may, by notice
to us, declare all unpaid principal of and accrued interest to the date of      
acceleration on our 7 1/4% Convertible Subordinated Notes then outstanding to be
due and payable immediately. Also, in such event, the holders of at least 25% in
principal amount of our 7 1/4% Convertible Subordinated Notes then outstanding  
may, by notice to us and LaSalle Bank National Association, declare all unpaid  
principal of and accrued interest to the date of acceleration on our 7 1/4%     
Convertible Subordinated Notes then outstanding to be due and payable           
immediately. If an Event of Default resulting from certain events of bankruptcy,
insolvency or reorganization with respect to us or subsidiary of ours occurs,   
all unpaid principal of and accrued interest on our 7 1/4% Convertible          
Subordinated Notes then outstanding shall become and be immediately due and     
payable without any declaration or other act on the part of LaSalle Bank        
National Association or any holder.                                             

Our Indenture with LaSalle Bank National Association provides that the
holders of a majority in principal amount of our outstanding 7 1/4% Convertible 
Subordinated Notes may on behalf of all holders waive any existing default or   
Event of Default and its consequences except a default or Event of Default in   
the payment of principal of or accrued interest on our 7 1/4% Convertible       
Subordinated Notes or any default in respect of any provision of the Indenture  
that cannot be modified or amended without the consent of the holder of each    
7 1/4% Convertible Subordinated Note affected.                                  

LaSalle Bank National Association shall, within 90 days after the     
occurrence of any default known to it, give to the holders of our 7 1/4%        
Convertible Subordinated Notes notice of such default; provided that, except in 
the case of a default in the payment of principal of or interest on any of our  
7 1/4% Convertible Subordinated Notes, LaSalle Bank National Association may    
withhold such notice if it in good faith determines that the withholding of such
notice is in the interests of such holders.                                     

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No holder of our 7 1/4% Convertible Subordinated Notes may pursue any 
remedy under our Indenture with LaSalle Bank National Association or our 7 1/4% 
Convertible Subordinated Notes against us (except actions for payment of overdue
principal or interest or for the conversion of our 7 1/4% Convertible           
Subordinated Notes), unless:                                                    

     - the holder gives to LaSalle Bank National Association written notice of a
continuing Event of Default;                                      

     - the holders of at least 25% in principal amount of our outstanding 7 1/4%
   Convertible Subordinated Notes make a written request to LaSalle Bank
National Association to pursue the remedy;                        

- such holder or holders offer satisfactory indemnity to LaSalle Bank 
National Association against any loss, liability or expense;      

     - LaSalle Bank National Association does not comply with the request within
  60 days after receipt of the request and the offer of indemnity; and

    - LaSalle Bank National Association shall not have received during such 60
     day period a contrary direction from the holders of at least a majority
    in principal amount of our outstanding 7 1/4% Convertible Subordinated
Notes.                                                            

We must deliver an officers' certificate to LaSalle Bank National     
Association within 90 days after the end of each fiscal year as to the signers' 
knowledge of our compliance with all conditions and covenants contained in our  
Indenture with LaSalle Bank National Association, and stating whether or not the
signers know of any default or Event of Default. If any such signer knows of    
such a default or Event of Default, the officers' certificate shall describe the
default or Event of Default and the efforts to remedy the same.                 

     The holders of a majority in principal amount of all our outstanding 7 1/4%
Convertible Subordinated Notes will have the right to direct the time, method   
and place of conducting any proceeding for exercising any remedy or power       
available to LaSalle Bank National Association, provided that such direction    
does not conflict with any law or the Indenture, is not unduly prejudicial to   
the rights of another holder or LaSalle Bank National Association and does not  
involve liability for LaSalle Bank National Association.                        

CERTAIN CHARTER AND BYLAW PROVISIONS                                            

We are subject to the "business combination" statute of the Delaware  
General Corporation Law. This statute prohibits a publicly-held Delaware        
corporation from engaging in a "business combination" with an "interested       
stockholder" for a period of three years after the date of the transaction in   
which the person became an interested stockholder, unless the business          
combination is approved in a prescribed manner, such as the approval of a       
majority of certain members of the board of directors. The term "business       
combination" includes mergers and stock and asset sales. An "interested         
stockholder" is a person who, together with affiliates and associates, owns (or 
within three years, did own) 15% or more of the corporation's voting stock. The 
effect of this statute could, among other things, make it more difficult for a  
third party to gain control of us, discourage bids for the common stock at a    
premium or otherwise adversely affect the market price of the common stock.     

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LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY; INDEMNIFICATION               

Our certificate of incorporation includes provisions that limit the   
personal liability of our officers and directors for monetary damages for breach
of their fiduciary duties as directors, except for liability that cannot be     
eliminated under the Delaware General Corporation Law. Our certificate of       
incorporation provides that, to the fullest extent provided by the Delaware     
General Corporation Law, our directors will not be personally liable for        
monetary damages for breach of their fiduciary duty as directors. The Delaware  
General Corporation Law does not permit a provision in a corporation's          
certificate of incorporation that would eliminate such liability (i) for any    
breach of their duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a 
knowing violation of law, (iii) for any unlawful payment of a dividend or       
unlawful stock repurchase or redemption, as provided in Section 174 of the      
Delaware General Corporation Law, or (iv) for any transaction from which the    
director derived an improper personal benefit.                                  

  While these provisions provide directors with protection from awards for
monetary damages for breaches of their duty of care, they do not eliminate such 
duty. Accordingly, these provisions will have no effect on the availability of  
equitable remedies such as an injunction or rescission based on a director's    
breach of his or her duty of care. The provisions described above apply to an   
officer of a corporation only if he or she is a director of such corporation and
is acting in his or her capacity as director, and do not apply to the officers  
of the corporation who are not directors.                                       

  Our bylaws provide that, to the fullest extent permitted by the Delaware
General Corporation Law, we may indemnify our directors, officers and employees.
Our bylaws further provide that we may similarly indemnify our agents. In       
addition, we anticipate that each director will enter into an indemnification   
agreement pursuant to which we will indemnify such director to the fullest      
extent permitted by the Delaware General Corporation Law. At present, there is  
no pending litigation or proceeding involving any of our directors or officers  
in which indemnification is required or permitted, and we are not aware of any  
threatened litigation or proceeding that may result in a claim for such         
indemnification.                                                                

REGISTRATION RIGHTS                                                             

    The holders of our 7 1/4% Convertible Subordinated Notes have the right to
have such notes and the 3,448,745 shares of our common stock issuable upon      
conversion of such notes registered. On March 23, 1999 a shelf-registration     
statement covering the resale of these notes and shares of common stock issuable
upon conversion of these notes, and which included an additional 247,531 shares 
of our common stock which were issued in private transactions and 358,423 shares
of our common stock issuable upon exercise of an outstanding warrant was        
declared effective. We may suspend the use of this shelf-registration statement 
for limited periods under certain circumstances relating to pending corporate   
developments, public filings with the Securities and Exchange Commission and    
similar events. Subject to certain limitations, we have agreed to pay liquidated
damages to all holders of our 7 1/4% Convertible Subordinated Notes or common   
stock into which our 7 1/4% Convertible Subordinated Notes may convert that have
requested to sell pursuant to the shelf registration statement if a stop order  
suspending such registration statement or proceedings therefor have been        
initiated under the Securities Act of 1933, or if the related prospectus is     
unavailable for periods in excess of those set forth in the registration rights 

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agreement. We have further agreed, if such unavailability continues for an      
additional 30 day period, to pay liquidated damages to all such holders, whether
or not such holder has requested to sell pursuant to the shelf-registration     
statement. Liquidated damages will accrue until such time as there are no       
triggering events which have occurred and are continuing at a rate equal to one 
half of one percent (0.50%) per annum of the principal amount of our 7 1/4%     
Convertible Subordinated Notes and will be payable on the interest payment dates
for our 7 1/4% Convertible Subordinated Notes to the persons in whose names the 
relevant securities were registered at the close of business on the immediately 
preceding regular record dates for our 7 1/4% Convertible Subordinated Notes.   

With respect to each holder, our obligations to pay liquidated damages
remains in effect only so long as our 7 1/4% Convertible Subordinated Notes and 
the common stock issuable upon the conversion of our 7 1/4% Convertible         
Subordinated Notes held by such holder are "registrable securities" within the  
meaning of the registration rights agreement. We will pay all expenses of this  
registration statement and provide each holder that is selling hereunder copies 
of this prospectus and take certain other actions as are required to permit,    
subject to the foregoing, unrestricted resales of the applicable securities.    

TRANSFER AGENT AND REGISTRAR                                                    

 The transfer agent and registrar for our common stock is EquiServe. The
transfer agent's address is 150 Royall Street, Canton, Massachusetts 02021 and  
telephone number is (781) 575-2000.                                             

PLAN OF DISTRIBUTION

     The shares of common stock offered by this prospectus are being sold by the
selling stockholders. We will not receive any of the proceeds from the sale of  
these shares.                                                                   

    The distribution of the shares of common stock by the selling stockholders
may be made from time to time by the selling stockholders directly or through   
one or more brokers, agents, or dealers in one or more transactions (which may  
involve crosses and block transactions) on The Nasdaq Stock Market's National   
Market, the Pacific Exchange, Inc. or other exchanges on which our common stock 
is listed, pursuant to and in accordance with the rules of those exchanges, in  
the over-the-counter market, in negotiated transactions or otherwise, at prices 
related to prevailing market prices or at negotiated prices. In the event that  
one or more brokers, agents or dealers agree to sell the shares, they may do so 
by purchasing shares as principals or by selling shares as agents for the       
selling stockholder. Any brokers, agents or dealers who sell the shares may be  
deemed to be "underwriters" within the meaning of the Securities Act of 1933.   
Any broker, agent or dealer may receive compensation from the selling           
stockholders which may be deemed to be underwriting discounts or commissions and
may receive commissions from purchasers of the securities for whom it may act as
agent. If any such broker or dealer purchases the shares as principal it may    
resell the shares from time to time to or through other brokers or dealers, and 
the other brokers or dealers may receive compensation in the form of concessions
or commissions from the selling stockholders or purchaser of the shares for whom
they may act as agents.                                                         

   We have advised the selling stockholders that it and any brokers, dealers
or agents who effect a sale of the shares are subject to the prospectus delivery
requirements of the Securities Act of 1933. We have advised the selling         
stockholders that in the event of a                                             

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"distribution" of its shares, the selling stockholders and any broker, agent or 
dealer who participates in the distribution may be subject to applicable        
provisions of the Securities Exchange Act of 1934 and its rules and regulations,
including Regulation M.                                                         

  In connection with distributions of the shares, the selling stockholders
may enter into hedging transactions with broker-dealers, and the broker-dealers 
may engage in short sales of our common stock in the course of hedging the      
positions they assume with the selling stockholder. The selling stockholders    
also may sell our common stock short and deliver the shares to close out short  
positions. The selling stockholders also may enter into option or other         
transactions with broker-dealers that involve the delivery of the shares to the 
broker-dealers, who may then resell or otherwise transfer the shares. The       
selling stockholders may transfer the shares to a donee and any donee would     
become a selling stockholders under this prospectus.                            

  We will bear all expenses of the offering of the shares, except that the
selling stockholders will pay any applicable underwriting fees, discounts or    
commissions and transfer taxes, as well as the fees and disbursements of his    
counsel and experts.                                                            

LEGAL MATTERS 

   Certain legal matters will be passed on for us by our counsel, Morrison &
Foerster LLP, Palo Alto, California. As of the date of this prospectus, Richard 
Scudellari, a partner in that firm, owns 40,000 shares of our common stock.     

EXPERTS 

Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 1998, as set forth in their report, which is        
incorporated by reference in this prospectus and elsewhere in the registration  
statement. Our consolidated financial statements and schedule are incorporated  
by reference in reliance upon Ernst & Young LLP's report, given upon their      
authority as experts in accounting and auditing.                                

WHERE YOU CAN FIND MORE INFORMATION 

   We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy  
any document we file with the Securities and Exchange Commission at the         
Securities and Exchange Commission's public reference rooms at Room 1024,       
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the     
Securities and Exchange Commission's regional offices at Seven World Trade      
Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500 West     
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the       
Securities and Exchange Commission at 1-800-SEC-0330 for further information on 
the public reference rooms. The Securities and Exchange Commission also         
maintains a web site that contains reports, proxy and information statements,   
and other information regarding registrants that file electronically with the   
Securities and Exchange Commission (http://www.sec.gov). In addition, our common
stock is listed on the Nasdaq National Market and similar information concerning
Beyond.com can be inspected and                                                 

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copied at the offices of the National Association of Securities Dealers, Inc.,  
9513 Key West Avenue, Rockville, Maryland 20850.                                

   We have filed a registration statement of which this prospectus is a part
and related exhibits with the Securities and Exchange Commission under the      
Securities Act of 1933. The registration statement contains additional          
information about us. You may inspect the registration statement and exhibits   
without charge at the office of the Securities and Exchange Commission at 450   
Fifth Street, N.W., Washington, D.C. 20549, and you may obtain copies from the  
Securities and Exchange Commission at prescribed rates.                         

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The Securities and Exchange Commission allows us to "incorporate by   
reference" the information we file with the Securities and Exchange Commission, 
which means that we can disclose important information to you by referring to   
those documents. The information incorporated by reference is an important part 
of this prospectus. Any statement contained in a document which is incorporated 
by reference in this prospectus is automatically updated and superseded if      
information contained in this prospectus, or information that we later file with
the Securities and Exchange Commission, modifies or replaces this information.  

    We incorporate by reference the following documents we have filed with the
Securities and Exchange Commission:                                             

- Annual Report on Form 10-K for the year ended December 31, 1998;    

  - Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1999;                                                             

    - Current Reports on Form 8-K filed on January 21, 1999, March 3, 1999 and
April 13, 1999;                                                   

- the description of our common stock contained in our Registration   
      Statement on Form 8-A (File No. 000-24457) filed with the Securities and
Exchange Commission on June 12, 1999; and                         

 - all documents filed by us with the Securities and Exchange Commission
       pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this prospectus and prior to the    
termination of the offering.                                      

     To receive a free copy of any of the documents incorporated by reference in
this prospectus (other than exhibits, unless they are specifically incorporated 
by reference in the documents), call or write Beyond.com Corporation, 1195 West 
Fremont Avenue, Sunnyvale, California 94087, attention: Investor Relations,     
(408) 616-4200.                                                                 

36

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 424B3 Filing		Date		First		Last			Other Filings
		11/6/95		7
		3/1/98		40
		7/10/98		30
		7/14/98		30
		7/30/98		1
		11/23/98		41
		12/31/98		24		47			8-K, 10-K
		1/21/99		47					S-1, 8-K
		3/3/99		47					8-K
		3/23/99		44					S-1/A
		3/30/99		25					8-K
		3/31/99		14		47			10-K, 10-Q
		4/13/99		47					8-K
		6/12/99		47
		6/30/99		10		40			424B3, 10-Q
		7/29/99		12
		7/30/99		1		12			S-3/A
		8/30/99		1
Filed On / Filed As Of		8/31/99		1
		12/6/1		41
		12/31/1		24
		11/30/2		41
		12/1/2		41
		12/1/3		41
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