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Pre-effective amendment to an S-3 filing

S-3/A



   
   As filed with the Securities and Exchange Commission on November 24 , 1999.
                                                Registration No. 333-89811
    

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

   
                           AMENDMENT NO. 1 TO FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
    

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

                      FRONTLINE COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware               One Blue Hill Plaza, 7th Floor               13-3950283
(state or other           Pearl River, New York 10965             (IRS employer
jurisdiction of                 (914) 623-8553                    identification
incorporation     (Address, including zip code, and telephone         number)
                  number, including area code, or organization) 
                   of registrant's principal executive offices)

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

                Stephen J. Cole-Hatchard, Chief Executive Officer
                      Frontline Communications Corporation
                         One Blue Hill Plaza, 7th Floor
                           Pearl River, New York 10965
                                 (914) 623-8553

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                   Copies to:

                             Robert J. Mittman, Esq.
                              Tenzer Greenblatt LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                          Telephone No. (212) 885-5000
                          Telecopier No. (212) 885-5001

   
     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this registration statement.
    

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_| ____

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_| _____

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|




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

The Registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.




       

                                 513,964 SHARES

                      FRONTLINE COMMUNICATIONS CORPORATION

                                  COMMON STOCK

   
     This prospectus  relates to an offering by certain selling  stockholders of
an aggregate of up to 205,163 shares of the issued and outstanding  common stock
of Frontline  Communications  Corporation.  This  prospectus also relates to the
offering by the selling  stockholders  of an aggregate of 27,979 shares issuable
upon exercise of outstanding  warrants and up to 280,822 additional shares which
may be  issuable  upon  repricing  rights  granted  to  certain  of the  selling
stockholders  in connection with  Frontline's  March 1999, July 1999 and October
1999  private  placements.  All of the  shares of common  stock  covered by this
prospectus are being offered for resale by the selling stockholders  pursuant to
this prospectus.

     The  common  stock  may be  offered  from  time  to  time  by  the  selling
stockholders  through ordinary  brokerage  transactions in the  over-the-counter
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at  negotiated  prices and in other ways as described in the
"Plan of Distribution."  Frontline  Communications  Corporation will not receive
any of the proceeds from the sale of common stock by the selling stockholders.

     The common stock is traded on the Nasdaq  SmallCap  Market under the symbol
"FCCN".  On November  23,  1999,  the closing  sale price of the common stock as
reported by Nasdaq was $5.9375.
    

     An investment in the common stock is speculative and involves a high degree
of risk. See "Risk Factors" beginning on Page 5.

     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 November 24, 1999.
    




                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  previously  filed  by  Frontline  Communications
Corporation with the Securities and Exchange  Commission are incorporated herein
by reference and shall be deemed a part of this prospectus:

     (1)  Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          1998;

     (2)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999;

     (3)  Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999;

   
     (4)  Quarterly  Report on Form 10-QSB for the quarter  ended  September 30,
          1999;

     (5)  Current Report on Form 8-K/A dated December 24, 1998;

     (6)  Current Report on Form 8-K/A dated January 6, 1999;

     (7)  Current Report on Form 8-K/A dated March 2, 1999; and

     (8)  The  description  of our common stock  contained  in our  Registration
          Statement on Form 8-A declared  effective  May 5, 1998,  together with
          any amendment or report filed with the SEC for the purpose of updating
          the description.
    

     All documents we file 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 before
the  termination of the offering of the securities  hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
on the date of filing  of the  documents.  Any  statement  incorporated  in this
prospectus  shall be deemed to be modified or  superseded  for  purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  in  this  prospectus  modifies  or  supersedes  the
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified or  superseded,  to  constitute a part of this  prospectus or the
registration statement of which it is a part.

   
     This  prospectus  incorporates  documents  by  reference  with  respect  to
Frontline Communications  Corporation that are not presented herein or delivered
herewith.  These documents are available without charge to any person, including
any beneficial  owner of our  securities,  to whom this prospectus is delivered,
upon written or oral request to Amy Wagner-Mele,  Esq., Frontline Communications
Corporation,  One Blue Hill  Plaza,  7th Floor,  Pearl  River,  New York  10965,
telephone: (914) 623-8553.
    

     Frontline  Communications  Corporation  is  subject  to  the  informational
requirements  of the Exchange Act. We file reports,  proxy  statements and other
information  with the SEC. These reports and other  information  can be read and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain  information on the operation of the Public Reference
Room by calling the SEC at  1-800-SEC-0330.  Our electronic filings made through
the SEC's electronic data gathering,  analysis and retrieval system are publicly
available through the SEC's worldwide web site (http://www.sec.gov).


                                       2



                               PROSPECTUS SUMMARY

     This summary highlights  certain  information  contained  elsewhere in this
prospectus.  You should  read the entire  prospectus  carefully,  including  our
financial statements and related notes, and especially the risks described under
"Risk Factors."

                                   The Company

Our Business

   
     We are an Internet service provider  offering Internet access to individual
and small  business  subscribers  located in our target markets in the Northeast
United  States.  We provide  subscribers  with direct  access to a wide range of
Internet applications and resources, including electronic mail, web site hosting
and design, dedicated circuits,  e-commerce solutions,  access to world wide web
sites and regional and local  information  and data  services.  We have recently
shifted our focus to marketing our services aggressively to small businesses.

     Since our  initial  public  offering  in May 1998,  we have  increased  our
customer  base  from  approximately  1,500  customers  to  approximately  15,000
customers  as of  September  30, 1999.  Our growth has been  achieved  primarily
through  acquisitions of the customer bases of other Internet service providers.
We  are  now  focusing  our  marketing   efforts  primarily  on  small  business
subscribers.
    

     We also acquired WOWFactor, Inc., which provides e-commerce information and
services to women. Approximately 1.2 million women business owners are currently
listed in WOWFactor's on-line directory.  The WOWFactor web site, development of
which is ongoing,  is expected to provide  comprehensive  e-commerce  solutions,
advanced business  searches,  on-line requests for proposals and personal search
services for women-owned businesses.

   
     Our  wholly  owned  subsidiary,  CLEC  Communications  Corp.,  was  granted
competitive  local exchange  carrier status by the New York State Public Service
Commission in December 1998.  Our subsidiary  will have the ability to subscribe
to and resell all forms of local  telephone  service in New York. On October 22,
1999, we entered into an Interconnection Agreement with Bell Atlantic - New York
to provide such services.  We also have CLEC applications  pending in New Jersey
and Pennsylvania.
    

     We will seek to build our own network infrastructure, which we believe will
reduce our reliance on incumbent  local exchange  carriers.  We believe that our
subsidiary's  competitive  local  exchange  carrier  status,  combined  with the
efficiencies inherent in operating our own  telecommunications  network,  should
benefit our customers by reducing costs and providing more predictable  Internet
connections.

   
     Our principal  executive offices are located at One Blue Hill Plaza,  Pearl
River, New York 10965, and our telephone number is (914) 623-8553.  Our Internet
web site is located  at  www.frontline.net.  WOWFactor's  web site is located at
www.wowfactor.com.
    


                                       3



                               The Offering

Common stock offered ....................    513,964 shares, of which 27,979 are
                                             issuable  upon exercise of warrants
                                             owned by the  selling  stockholders
                                             and  280,822  are   issuable   upon
                                             exercise   of   certain   repricing
                                             rights   given   to   the   selling
                                             stockholders.

Common stock outstanding ................    3,915,762 shares.

Use of Proceeds .........................    Assuming  that all of the  warrants
                                             held  by the  selling  stockholders
                                             are  exercised,   we  will  realize
                                             gross  proceeds  of   approximately
                                             $225,082  which  will be  used  for
                                             working   capital   and   potential
                                             acquisitions.  We will not  receive
                                             any of the  proceeds  from the sale
                                             of  common  stock  by  the  selling
                                             stockholders.

Nasdaq SmallCap Market symbol ...........    FCCN

Risk Factors ............................    You should read the "Risk  Factors"
                                             section beginning on page 5 and the
                                             other cautionary statements in this
                                             prospectus   to  ensure   that  you
                                             understand  the  risks   associated
                                             with an  investment  in our  common
                                             stock.                             



              Cautionary Note Regarding Forward-Looking Statements

     This prospectus contains  forward-looking  statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend
the  forward-looking  statements to be covered by the safe harbor provisions for
forward-looking  statements  in these  sections.  All  statements  regarding our
expected financial position and operating results, our business strategy and our
plans  are  forward-looking  statements.   These  statements  can  sometimes  be
identified by our use of words such as "may," "anticipate,"  "expect," "intend,"
"believe,"   "estimate"  or  similar   expressions.   Our  expectations  in  any
forward-looking  statements  may not turn out to be correct.  Our actual results
could be materially  different  from our  expectations.  Important  factors that
could cause our actual results to be materially  different from our expectations
include those  discussed  under "Risk  Factors." We have no obligation to update
these  statements  to reflect  events and  circumstances  after the date of this
prospectus.


                                       4



                                  RISK FACTORS

     The shares offered hereby involve a high degree of risk.  Each  prospective
investor should  carefully  consider the following risk factors before making an
investment decision.

We have a history of losses and anticipate that we will continue to incur losses
in the future.

   
     Since our  inception we have  incurred  significant  losses.  For the years
ended  December 31, 1997 and 1998 and the nine months ended  September  30, 1999
our net losses were $2,037,417, $1,744,099 and $4,893,124. We had an accumulated
deficit  of  $8,736,771  and a working  capital  deficiency  of  $867,668  as of
September  30,  1999.  We  expect  that our  losses  will  continue  as we incur
increased  operating  costs  associated  with  expanding  our  subscriber  base,
establishing  additional  points-of-presence and expanding our product offerings
to  include  e-commerce  and web  site  design.  We may  not be able to  achieve
profitability or, if achieved, maintain profitability for any extended period of
time.
    

       

In order to become  profitable,  we will need to  implement  our  business  plan
successfully,  including by attracting new  subscribers  to our Internet  access
services and increasing the number and efficiency of our points-of-presence.

     The success of our plan of  operation  depends  upon our ability to attract
and   retain    significant    numbers   of    subscribers,    consolidate   our
points-of-presence  and establish and equip additional  points-of-presence  on a
timely and cost  effective  basis.  At the same  time,  we will need to hire and
retain skilled management,  technical,  marketing and other personnel and expand
our product and service offerings. We have limited experience in commercializing
new Internet products and services.  In addition,  there is limited  information
available  concerning  the  potential  performance  or market  acceptance of our
points-of-presence  or  other  services.  We may not be able  to  implement  our
business plan successfully,  and we may also encounter  unanticipated  expenses,
problems  or   technical   difficulties   which  could   materially   delay  the
implementation of our business plan.

We plan to change  our  marketing  focus and to offer  additional  products  and
services, both of which will place a significant strain on us.

   
     Historically,   we  have  marketed  our  Internet  services  to  individual
subscribers and the majority of our revenues to date have been generated through
individual  subscriptions.  In  electing  to expand our target  market,  we have
decided to market our services aggressively to small businesses.  We are also in
the process of  increasing  our  product  offerings.  In  addition to  providing
Internet  access  services,   we  plan  to  offer  small  businesses  e-commerce
solutions,  including web site design and development  services and Internet web
site  presence  services.  Accordingly,  we have a  limited  relevant  operating
history which you can use in evaluating our performance and future prospects. As
a company with a relatively  new focus in a rapidly  evolving  industry,  we may
encounter  many  expenses,  delays and problems  which we lack the experience to
identify or quantify at this time.
    

     The  expansion  of our target  markets  and  product  offerings  will place
significant  demands on the time and attention of our senior management and will
involve  significant  financial and other costs,  including  building  necessary
network  infrastructures,  marketing and promoting our new products and services
and 


                                       5



hiring personnel to provide these new services.  We may not be able to enter new
markets and offer new services successfully, and we may not be able to undertake
these  activities  while  maintaining  sufficient  levels of customer service to
retain our existing subscribers.  Any increase in subscriber attrition rate as a
result of our shift in business emphasis would have a material adverse effect on
us, our reputation and our operations.

We are  pursuing a strategy  of rapid  growth  through  acquisitions,  which may
strain our operations and which we may not be able to manage effectively.

     We are pursuing  aggressive  and rapid growth through the  acquisitions  of
other   Internet   service   providers   and   companies   involved  in  related
Internet-based  businesses  such as web site  design and  e-commerce.  Our rapid
growth has in the past placed,  and may continue to place, a significant  strain
on our business  resources.  Our growth strategy will create significant demands
on the time and attention of our senior management and will involve  significant
financial and other costs,  including identifying and investigating  acquisition
candidates,  negotiating  acquisition  agreements and  integrating  the acquired
businesses with our existing operations.

     Future acquisitions and the hiring of necessary  additional  personnel will
result in higher capital  expenditures and operating  expenses for us. Employees
and customers of acquired  businesses  may terminate  their  relationships  with
these  businesses  after we  acquire  them.  We may not be able to  successfully
consummate any attempted  acquisitions or integrate any acquired businesses into
our operations.

     Our ability to manage our planned future growth through  acquisitions  will
depend upon our success in:

     o    hiring and  retaining  qualified  management,  technical and marketing
          personnel;

     o    effectively  maintaining  high levels of customer  service required to
          retain subscribers while undertaking expansion; and

     o    expanding  our  network  infrastructure  capacity to service a growing
          subscriber base.

     If we fail  to  achieve  any of  these  factors,  our  business,  financial
condition, results of operations and the market price of our securities could be
materially adversely affected.

We will require a  significant  amount of capital to carry out our business plan
and may need to seek additional financing soon.

     Implementing our current business plan will require significant capital. In
the past, we have relied on the issuance of equity  securities and borrowings to
finance our operations. Our available capital may not be sufficient to permit us
to implement our business  plan,  and our  assumptions  relating to our business
plan may prove to be flawed.  If our business plan changes or if our assumptions
prove to be  inaccurate,  we may be forced either to seek  additional  financing
sooner than we  currently  anticipate  or to curtail our  expansion


                                       6



activities.  Sources of financing  may not be  available  to us on  commercially
reasonable terms or at all, either of which could have a material adverse effect
on our business plan and proposed expansion.

       

The  Internet  services  industry  is  relatively  new  and  evolving,  and  any
significant changes in it may adversely affect us.

     The  Internet  connectivity  services  industry is rapidly  evolving,  with
frequent  introductions of new services and products, and it is characterized by
a high rate of business failures. We cannot predict the rate at which the market
for our products and services will grow, how quickly  consumer tastes may change
or whether new  products  will result in market  saturation.  The novelty of the
market for Internet access  services may adversely  affect our ability to retain
new  subscribers,  some of whom may be  unfamiliar  with the Internet and may be
likely  to  discontinue  our  services  after  an  initial  trial  period.   Any
significant  decline  in  demand  for  Internet  connectivity  services,  in the
computer  industry  generally  or in  particular  target  markets,  would have a
substantial adverse effect on our business and prospects.

Significant  increases in subscriber  attrition rates would adversely effect our
operating results.

   
     Subscribers are permitted to discontinue  our services  without penalty for
any  reason.  From  December  1997  through  September  30,  1999 the  number of
customers for our services increased from 1,500 to approximately  15,000,  which
may result in an  increase  in our  subscriber  attrition  rate.  A  significant
increase in the subscriber  attrition rate would have a material  adverse effect
on our operating results.
    

Keeping pace with rapidly changing  Internet  technology may be  time-consuming,
expensive or impossible for us.

     The  market  for  Internet  access is  characterized  by  rapidly  changing
technology,  evolving  industry  standards and frequent new software and service
introductions.  Our business is also subject to  fundamental  changes in the way
Internet access services are delivered.

     Currently,  Internet  services are accessed  primarily by computers and are
delivered by telephone  lines.  If the Internet  becomes  widely  accessible  by
screen-based telephones,  television or other consumer electronic devices, or if
customer requirements change the way Internet access is provided, we may have to
acquire  or  develop  new  technology  or  modify  our  existing  technology  to
accommodate  these  developments.  Recent  technological  advances  in  Internet
services include data compression,  full-motion video, and integration of video,
voice,  data and graphics.  Attempting to keep our services  current with recent
technological  advances may require substantial time and expense, and we may not
be able to adapt our Internet  service  business to alternate access devices and
conduits.  We may not be able to identify new product and service  opportunities
as they arise or  develop  or bring new  products  and  services  to market in a
timely manner.  To the extent that  high-speed  Internet  access is increasingly
delivered  by  large  carriers  and  cable  companies,  our  business  could  be
materially adversely effected.


                                       7



We have limited  experience in marketing our services and limited  marketing and
customer support resources.

   
     Our success  depends to a significant  degree on our ability to attract and
retain new  subscribers and  continually  replace  subscribers who terminate our
services.  We have limited marketing experience and limited marketing,  customer
support and other resources. Full-scale marketing of our services to individuals
and  small  businesses  may  require  us to rely  on  third  party  distribution
channels, such as retail stores, catalogs, book publishers and computer hardware
and software  vendors.  We may not be able to develop or maintain  relationships
with  these  parties.  Our  business  plan will also  require  us to expand  our
customer  service  and  support  capabilities  in  order to  satisfy  increasing
customer demands. We may not be able to successfully expand our customer service
or support capabilities,  and our marketing efforts may not result in initial or
continued acceptance for our Internet access services.
    

We may not have the financial  resources,  technical  expertise or marketing and
support  capabilities to withstand intense  competition in the Internet services
industry.

     The market for Internet  access services is intensely  competitive,  and we
expect that competition  will intensify in the future.  There are no substantial
barriers to entry,  and this  industry is  characterized  by rapidly  increasing
numbers of new market entrants and new Internet products and services.

   
     Our competitors  for Internet access services  include many large companies
that have  significantly  greater  market  presence  and  financial,  technical,
marketing and other resources than we do, including international,  national and
regional  commercial  Internet service  providers;  established  online services
companies that currently offer Internet access;  computer  hardware and software
and other  technology  companies;  national  long distance  carriers;  and cable
operators.  New  competitors,  including  large computer  hardware and software,
media, cable and telecommunications  companies,  have also increased their focus
on the Internet  access market.  We also compete with smaller  Internet  service
providers  in the  northeast  regional  area of the U.S.  that  seek to  provide
Internet access to individual and small business subscribers.

     Our competition in the market for Internet  professional  services  include
Internet service firms,  technology  integrators and strategic consulting firms.
In addition, as we enter the business of providing CLEC services, we will become
subject to competition from other CLECs and ILECs.
    

     Increased  competition  has  resulted  and  could  continue  to  result  in
significant price  competition,  which in turn could result in significant price
reductions. In addition,  increased competition for new subscribers could result
in increased  sales and marketing  expenses and related  subscriber  acquisition
costs, which could materially adversely affect our operating results. We may not
be able to offset the effects of any such price reductions or increased expenses
through an  increase in the number of our  subscribers  or higher  revenue  from
enhanced services. We may not have the financial resources,  technical expertise
or marketing and support capabilities to compete successfully, and the software,
services  or  technologies  developed  by others  may  render  our  services  or
technologies obsolete or less marketable.

Our  operations  require  us to  use  significant  resources  in  expanding  and
protecting our network infrastructure and computer equipment.


                                       8



     Our operations  depend upon the capacity,  reliability  and security of our
network  infrastructure.  We have limited network  capacity and must continually
expand our network infrastructure to accommodate increasing numbers of users and
the  range of  information  they  may  wish to  access.  Expanding  our  network
infrastructure  will continue to demand significant  financial,  operational and
management   resources,   and  we  may  not  be  able  to  expand  our   network
infrastructure  to meet  potential  demand on a timely basis,  at a commercially
reasonable cost, or at all.

     The success of our  operations  also  depends on our ability to protect our
computer  equipment  against  damage from fire,  power loss,  telecommunications
failures  and  similar  events.  Our network  infrastructure  is  vulnerable  to
break-ins and similar disruptions from unauthorized  tampering with our computer
systems.  Computer  viruses or problems  caused by third  parties  could lead to
material interruptions, delays or interruptions in service to consumers.

We lack effective methods for protecting our proprietary information.

     We have no registered copyrights or patents or patent applications pending.
We do not have any proprietary  applications  software. We rely on a combination
of copyright and trademark  laws,  trade secrets,  software  security  measures,
license  agreements  and  nondisclosure  agreements  to protect our  proprietary
information.  It may be possible for unauthorized  third parties to copy aspects
of,  or  otherwise   obtain  and  use,  our  proprietary   information   without
authorization.  We employ  confidentiality  agreements  with our  employees  and
license  agreements  with our  customers,  but these  agreements may not provide
meaningful  protection  of  our  proprietary  information  in the  event  of any
unauthorized use or disclosure of such information.

   
Third parties could claim that we infringe upon their intellectual property.

     Our  products,  services  and brand  names may be found to  infringe  valid
copyrights,  trademarks  or other  intellectual  property  rights  held by third
parties.  Any  claims of  infringement,  with or  without  merit,  could be time
consuming to defend,  result in costly litigation,  divert management attention,
require us to enter into costly  royalty or licensing  arrangements,  modify our
technologies  or services  or prevent us from using  important  technologies  or
services, any of which could damage our business and financial condition.

We may become subject to burdensome  government  regulation which could increase
our costs of doing business and/or subject us to liability.

     Uncertainty  and  new  regulations   relating  to  the   dissemination   of
information  over the Internet could increase our costs of doing business,  slow
the  growth of the  Internet  or  subject us to  liability,  any of which  could
adversely  affect our business and  prospects.  There are currently few laws and
regulations  directly governing access to or commerce on the Internet.  However,
the legal and regulatory  environment that pertains to the Internet is uncertain
and may change. New and existing laws may cover issues which include:

     o    user privacy;
    

                                       9



   
     o    pricing controls;

     o    consumer protection;

     o    libel and defamation;

     o    copyright and trademark protection;

     o    characteristics and quality of services;

     o    sales and other taxes; and

     o    other claims based on the nature and control of Internet materials.

     In addition, changes in the regulatory environment relating to the Internet
access industry,  including  regulatory  changes which affect  telecommunication
costs,  could  increase the  likelihood or scope of  competition  from local and
regional telephone companies or others.

Computer viruses or software errors may disrupt operations, subject us to a risk
of loss or expose us to liability.

     Computer  viruses  may cause our systems to incur  delays or other  service
interruptions.  In addition, the inadvertent transmission of computer viruses or
software  errors in new  services or  products  not  detected  until after their
release could expose us to a material  risk of loss or  litigation  and possible
liability.  Moreover,  if a  computer  virus  affecting  our  systems  is highly
publicized,  our  reputation  could be  materially  damaged  and we  could  lose
revenues.

We may experience reduced revenue, loss of clients and harm to our reputation in
the event of unexpected network interruptions caused by system failures.

     Our servers and software must accommodate a high volume of traffic. We have
experienced  minor system  interruptions  in the past and we believe that system
interruptions  may  occur  from  time  to time in the  future.  Any  substantial
increase  in demands  on our  services  will  require  us to spend  capital  and
resources  to expand and adapt our network  infrastructure.  If we are unable to
add additional  software and hardware to accommodate  increased demand, we could
experience  unanticipated  system  disruptions and slower  response  times.  Our
business interruption  insurance may not adequately compensate us for any losses
that may  occur  due to any  failures  in our  system  or  interruptions  in our
services.

Our  acquisitions  have resulted in a large amount of  intangible  assets on our
balance sheet.

     Our  acquisitions  have  resulted  in our  recording  intangible  assets of
approximately  $3,596,347 at September 30, 1999 which are being amortized over a
period of three years.  This will result in additional  loss in each of the next
three years.
    

If we are unable to attract and retain qualified management and other personnel,
our business and operations could suffer.

     Our success depends on the personal efforts of our key personnel.  The loss
of the services of these individuals could have a material adverse effect on our
business and prospects.


                                       10



     Our  success  also  depends on our  ability  to hire and retain  additional
qualified  management,  marketing,  technical,  financial  and other  personnel.
Competition for qualified  personnel is intense,  and we may not be able to hire
or retain additional qualified personnel.

We are effectively controlled by members of our management,  whose interests may
not be aligned with yours.

     Members of our management  beneficially own a significant  number of shares
of our common  stock.  Accordingly,  such  persons,  acting  together,  are in a
position to control  us,  elect all of our  directors,  cause an increase in the
authorized  capital  or the  dissolution,  merger  or  sale of our  assets,  and
generally direct our affairs.

The market price of our common stock may be highly volatile.

   
     The  market  price of our  common  stock  may be  highly  volatile,  as has
recently  been the case with the  securities  of other  companies,  particularly
Internet companies.  Factors such as our operating results,  announcements by us
or our  competitors,  introduction  of new products or technologies by us or our
competitors and various factors affecting the securities  industry generally may
have a significant impact on the market price of our common stock. Additionally,
in recent  years the stock  market  has  experienced  a high  level of price and
volume  volatility,  and market prices for the securities of many companies have
experienced wide price  fluctuations  which have not necessarily been related to
the operating performance of such companies.
    

We are subject to a recently commenced legal action.

   
     In September 1999, the former principal stockholder of WOWFactor, Inc., who
also formerly  served as our Vice  President of Sales and  Marketing,  commenced
litigation  against  us in the United  States  District  Court for the  Southern
District  of New York,  seeking  damages  in the amount of  $200,000  as well as
delivery of certain options and common stock certificates  allegedly owed to her
by us pursuant to the terms of her  employment  agreement and the stock purchase
agreement  relating to the purchase of  WOWFactor,  Inc. The shares that are the
subject of the stock certificate are shares of our common stock allegedly due to
her upon conversion of shares of series A convertible  preferred stock described
elsewhere  in this  Prospectus.  In  November  1999,  we filed an  answer to the
complaint  in which we  denied  the  plaintiff's  allegations.  We also  filed a
counterclaim  and third  party  complaint  against all of  WOWFactor's  original
stockholders  in which we seek  reformation of the stock purchase  agreement and
the  return  of an  unspecified  portion  of the  consideration  given  in  that
transaction.  This  litigation is in its early stages and we do not believe that
it will have a material impact on our operations.
    

We could be delisted from the Nasdaq SmallCap Market.

     If,  at any  time,  we  become  unable to  maintain  the  requirements  for
continued listing on Nasdaq, our common stock will no longer be traded on Nasdaq
and trading in our common stock would  thereafter be conducted in the non-Nasdaq
over-the-counter  market.  If the common stock were not listed on Nasdaq and the
trading price of the common stock were to fall below $5.00 per share, trading in
the  common  stock  would  become   subject  to  the   Securities  and  Exchange
Commission's  penny  stock rules. The penny stock


                                       11



rules require  additional  disclosure by  broker-dealers  in connection with any
trades involving penny stock. The additional burdens imposed upon broker-dealers
by such requirements could, if the common stock were deemed to be a penny stock,
discourage broker-dealers from effecting transactions in the common stock, which
could severely limit the market liquidity of the common stock and the ability of
purchasers of the common stock to sell the common stock in the secondary market.

The  significant  number of  outstanding  options and warrants could depress the
market price of our common shares and could  interfere with our ability to raise
capital.

   
     As of the  date of this  prospectus,  there  are  outstanding  options  and
warrants to purchase  an  aggregate  of  approximately  3,399,709  shares of our
common stock at exercise  prices ranging from $2.00 to $13.85 per share.  To the
extent that the outstanding options and warrants are exercised,  dilution to the
percentage of ownership of our stockholders  will occur. Any sales in the public
market of the shares  underlying such options and warrants may adversely  affect
prevailing market prices for our common stock. Moreover, the terms upon which we
will be able to obtain additional equity capital may be adversely affected since
the holders of outstanding options and warrants can be expected to exercise them
at a time when we would, in all likelihood, be able to obtain any needed capital
on terms more favorable to us than those provided in the outstanding options and
warrants.
    

Certain of our suppliers may experience problems with the Year 2000.

   
     We depend on third party telecommunications and hardware suppliers and upon
our  access  to  and  the  uninterrupted  operation  of  the  Internet.  Service
interruptions or supplier delays may result from year 2000 issues.  Our business
would be materially adversely effected if there are any interruptions in service
resulting  from an inability of such  third-party  systems to recognize the year
2000.  Our business  would also be adversely  affected if Year 2000 problems are
discovered in internal  computer  systems  material to our  operations.  We have
employed  redundant  connections  to diverse  providers at our core locations to
minimize  any service  disruptions  in the event of an outage.  However,  we are
currently unable to estimate the magnitude of the impact that material Year 2000
problems in our internal computer systems would have on us.
    


                                       12



                                 USE OF PROCEEDS

     Assuming  that  all  of the  warrants  held  by  selling  stockholders  are
exercised, we will realize proceeds of approximately $225,082. We have agreed to
pay certain expenses in connection with this offering,  currently expected to be
approximately  $35,000.  Proceeds will be used for working capital and potential
acquisitions.  We will not receive any of the  proceeds  from the sale of common
stock by the selling stockholders.

                          DESCRIPTION OF CAPITAL STOCK

General

   
     We are  authorized to issue  25,000,000  shares of common stock,  par value
$.01 per share,  and  1,000,000  shares of preferred  stock,  par value $.01 per
share. We are currently seeking stockholder approval to authorize us to issue an
additional  1,000,000  shares  of  preferred  stock.  As of  the  date  of  this
prospectus,  there are  3,915,762  shares of common  stock  outstanding  and ten
shares  of  preferred  stock  outstanding  designated  as  series A  convertible
preferred stock.
    

Common Stock

     The  holders of our common  stock are  entitled  to one vote for each share
held of  record  on all  matters  to be  voted on by  stockholders.  There is no
cumulative  voting with  respect to the election of  directors,  with the result
that the  holders of more than 50% of the  shares  voting  for the  election  of
directors  can elect all of the directors  then up for election.  The holders of
common stock are entitled to receive  dividends  when, as and if declared by the
Board of Directors  out of funds  legally  available  therefor.  In the event of
liquidation,  dissolution  or winding up of our  company,  the holders of common
stock are  entitled to share in all assets  remaining  which are  available  for
distribution  to them after payment of liabilities  and after provision has been
made for each class of stock, if any,  having  preference over the common stock.
Holders  of shares of  common  stock  have no  conversion,  preemptive  or other
subscription  rights, and there are no redemption  provisions  applicable to the
common stock. All of the outstanding  shares of common stock are, and the shares
of common stock issuable upon exercise of warrants held by selling  stockholders
will be, fully paid and nonassessable.

Preferred Stock

     We are authorized to issue 1,000,000 shares of preferred stock from time to
time in one or more series, in all cases ranking senior to the common stock with
respect to payment of dividends and in the event of the liquidation, dissolution
or winding-up of our company.  There are currently ten shares of preferred stock
outstanding,  designated as series A convertible  preferred stock. The Board has
the power, without stockholder  approval,  to issue shares of one or more series
of preferred stock, at any time, for such  consideration  and with such relative
rights,  privileges,  preferences  and other  terms as the Board may  determine,
including  terms  relating  to dividend  rates,  redemption  rates,  liquidation
preferences and voting,  sinking fund and conversion or other rights. The rights
and terms relating to any new series of preferred stock could  adversely  affect
the voting  power or other rights of the holders of the common stock or could be


                                       13



utilized, under certain circumstances, as a method of discouraging,  delaying or
preventing a change in control of our company.

Series A Convertible Preferred Stock

   
     The  shares  of  series  A  convertible   preferred   stock  are  currently
convertible into 98,218 shares of common stock. The convertibility of the shares
of series A  convertible  preferred  stock is currently the subject of a dispute
between the Company and the holder. See "Risk Factors".
    

Public Warrants

     There are  currently  outstanding  public  warrants to  purchase  1,831,300
shares of our  common  stock at a price of $4.80 per share at any time until May
13, 2003.

     We may redeem the public  warrants at any time  commencing  June 13,  1999,
upon  notice of not less than 30 days,  at a price of $.10 per  public  warrant,
provided  that the closing bid  quotation  of our common stock on all 20 trading
days  ending on the third day prior to the day on which we give  notice has been
at least $7.20 and we obtain written approval of the assignee of the underwriter
of our initial public  offering to such  redemption.  The public warrant holders
shall  have the  right to  exercise  their  public  warrants  until the close of
business on the date fixed for redemption.

     The public  warrants may be exercised  upon surrender of the public warrant
certificate during the exercise period at the offices of the warrant agent, with
the  exercise  form  on the  reverse  side  of the  public  warrant  certificate
completed and executed as indicated, accompanied by full payment of the exercise
price to the warrant agent for the number of public  warrants  being  exercised.
The public  warrant  holders do not have the rights or  privileges of holders of
common stock.

     No public  warrant  will be  exercisable  unless at the time of exercise we
have filed a current  registration  statement  with the  Securities and Exchange
Commission  covering the shares of common stock  issuable  upon exercise of such
public warrant and such shares have been registered or qualified or deemed to be
exempt from  registration or qualification  under state securities laws. We will
use our best  efforts to have all such shares so  registered  or qualified on or
before the exercise date and to maintain a current  prospectus  relating thereto
until the expiration of the public warrants.

Underwriter's Warrants

     We  issued  to the  underwriter  of our  initial  public  offering  and its
designees  warrants to purchase  160,000  shares of Common  Stock at an exercise
price of $6.60 per share and 160,000  warrants  (each to  purchase  one share of
common stock at $7.92 per share) at an exercise price of $.165 per warrant.  The
underwriter's  warrants are  exercisable  at any time and from time to time,  in
whole or in part, during the five-year period ending on May 13, 2003.


                                       14



Private Placement Warrants

     In December 1997, we issued  warrants to purchase  300,000 shares of common
stock in a  private  transaction.  Each  such  warrant  entitles  the  holder to
purchase  one share of common  stock at a price of $5.00  per share  subject  to
adjustment in certain circumstances.

Repricing and Anti-Dilution Rights

   
     In March 1999, July 1999 and October 1999, we issued 158,856 shares, 99,900
shares and 105,263 shares of common stock, respectively,  and five-year warrants
to purchase an  additional  21,662  shares of common  stock at $13.85 per share,
13,625  shares of common stock at $11.01 per share,  and 14,354 shares of common
stock at $5.23 per share, respectively,  in private placements for consideration
of  $2,000,000,  $1,000,000  and $500,000,  respectively.  Each  purchaser  also
received one repricing  right per share to receive  additional  shares of common
stock if the market price of our common stock falls to certain price levels.  To
date,  the  purchasers  exercised  repricing  rights  relating to the March 1999
financing  that resulted in our issuing an additional  173,808  shares of Common
Stock.  We may be required to issue up to an additional  88,964 shares,  111,475
shares and 80,383 shares of common stock to satisfy the repricing  rights issued
in March 1999, July 1999 and October 1999 described above.  Repricing rights may
only be exercised  on the date of the sale by the  purchaser of shares of common
stock.
    

Transfer Agent and Warrant Agent

     The transfer agent and registrar for our common stock and warrant agent for
the public warrants is American  Securities  Transfer & Trust,  Inc.,  Lakewood,
Colorado.

                              SELLING STOCKHOLDERS

   
     The following  table sets forth certain  information as of the date of this
Prospectus   relating  to  the  selling   stockholders.   None  of  the  selling
stockholders  has ever held any  position or office with us or had any  material
relationship with us.





                                       Shares Beneficially Owned             Shares Beneficially Owned
                                          Prior to Offering                        After Offering
                                          -----------------                        --------------
                                                                   Shares   
                                                                    Being   
Name of Beneficial Owner                 Number      Percent       Offered      Number     Percent
------------------------                 ------      -------       -------      ------     -------
                                                                               
Canadian Advantage Limited Partnership   201,867       5.1%        113,774      88,093       2.2%
Aberdeen Avenue LLC                      201,865       5.1%        113,772      88,093       2.2%
Merchant Bancorp of America                9,928         *           5,596       4,332         *


    
----------
*  Less than one percent.

                                       15





   
     The number of shares  beneficially  owned and being offered by the entities
in the above table gives effect to (i) the Company's sale in July 1999 of 49,950
shares of common  stock and  warrants to  purchase  5,450  additional  shares of
common  stock to each of Canadian  Advantage  Limited  Partnership  and Aberdeen
Avenue LLC in exchange for payments of $500,000 each, (ii) the Company's sale in
October 1999 of 52,632  shares of common  stock and  warrants to purchase  5,742
additional shares of common stock to Canadian Advantage Limited Partnership, and
52,631 shares of common stock and warrants to purchase 5,741  additional  shares
of common  stock to Aberdeen  Avenue LLC, in exchange  for  payments of $250,000
each and (iii) the  Company's  issuance of warrants to purchase  2,725 shares of
common stock in July 1999, and warrants to purchase 2,871 shares of common stock
in October 1999, to Merchant Bancorp of America. This table does not give effect
to any shares of Common  Stock that may be  issuable  upon  exercise  of certain
repricing  rights  granted to the  entities  set forth in items (i) and (ii) and
which are offered hereby.
    

                              PLAN OF DISTRIBUTION

     Sales  of the  shares  may  be  made  from  time  to  time  by the  selling
stockholders.  Such sales may be made on the Nasdaq SmallCap Market,  in another
over-the-counter  market, on a national  securities  exchange,  any of which may
involve crosses and block transactions,  in privately negotiated transactions or
otherwise or in a combination of such  transactions  at prices and at terms then
prevailing  or at  prices  related  to the  then  current  market  price,  or at
privately negotiated prices. In addition,  any shares covered by this prospectus
which qualify for sale pursuant to Section 4(1) of the Securities Act of 1933 or
Rule 144 promulgated  thereunder may be sold under such  provisions  rather than
pursuant to this  prospectus.  Without limiting the generality of the foregoing,
the shares may be sold in one or more of the following types of transactions:

     o    a block trade in which the  broker-dealer  so engaged  will attempt to
          sell the shares as agent but may  position and resell a portion of the
          block as principal to facilitate the transaction;

     o    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its account pursuant to this prospectus;

     o    an  exchange  distribution  in  accordance  with  the  rules  of  such
          exchange;

     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers; and

     o    face-to-face  transactions  between  sellers and purchasers  without a
          broker-dealer.  In effecting sales,  brokers or dealers engaged by the
          selling  stockholders  may  arrange  for other  brokers  or dealers to
          participate in the resale.

     Brokers or dealers may  receive  compensation  in the form of  commissions,
discounts or concessions  from selling  stockholders in amounts to be negotiated
in  connection  with the  sale.  Such  brokers  or  dealers  may be deemed to be
"underwriters"  within the meaning of the  Securities  Act of 1933 in connection
with such sales and any such commission, discount or concession may be deemed to
be underwriting discounts or commissions under


                                       16



the  Securities  Act of 1933.  Compensation  to be  received  by  broker-dealers
retained  by  the  selling   stockholders  in  excess  of  usual  and  customary
commissions,  will, to the extent required, be set forth in a supplement to this
prospectus. Any dealer or broker participating in any distribution of the shares
may be required to deliver a copy of this prospectus, including a supplement, to
any  person who  purchases  any of the shares  from or  through  such  dealer or
broker.

     During such time as they may be engaged in a distribution of the shares the
selling  stockholders are required to comply with Regulation M promulgated under
the  Securities  Exchange  Act of 1934.  With certain  exceptions,  Regulation M
precludes  any  selling   stockholder,   any   affiliated   purchasers  and  any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire  distribution
is complete.  Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection  with the  distribution  of that
security. All of the foregoing may affect the marketability of the common stock.

     It is  possible  that a  significant  number  of  shares  may be sold  and,
accordingly,  such sales or the possibility thereof may have a depressive effect
on the market price of our common stock.

                                  LEGAL MATTERS

     Tenzer  Greenblatt  LLP, New York, New York, will pass upon the validity of
the common stock.

                                     EXPERTS

     Our financial statements as of December 31, 1998 and for the two years then
ended  incorporated  by  reference  in this  prospectus  have been  included  in
reliance upon the report of BDO Seidman,  LLP,  independent  accountants,  given
upon the authority of that firm as experts in accounting and auditing.

     The financial statements of WOWfactor, Inc. as of December 31, 1997 and for
the two years then ended  incorporated by reference in this prospectus have been
included  in  reliance  upon  the  report  of  BDO  Seidman,   LLP,  independent
accountants,  given upon the authority of that firm as experts in accounting and
auditing.

     The financial  statements of Roxy  Systems,  Inc.  d/b/a Magic Carpet as of
December 31, 1997 and for the one year then ended  incorporated  by reference in
this  prospectus  have been included in reliance upon the report of BDO Seidman,
LLP, independent  accountants,  given upon the authority of that firm as experts
in accounting and auditing.

     The  financial  statements  of US Online,  Inc. as of December 31, 1996 and
1997  and for  the two  years  then  ended  incorporated  by  reference  in this
prospectus  have been  included in reliance upon the reports of Joseph J. Repko,
CPA given upon his authority as expert in accounting and auditing.

     The financial statements of Webspan,  Inc. as of December 31, 1996 and 1997
and for the two years then ended  incorporated  by reference in this  prospectus
have been included in reliance upon the reports of Steven H.  Mermelstein,  CPA,
given upon his authority as expert in accounting and auditing.


                                       17



   
                    WHERE YOU CAN FIND ADDITIONAL INFORMATION
    

     Frontline Communications Corporation has filed with the SEC, a Registration
Statement  with  respect  to the  securities  offered by this  prospectus.  This
prospectus,  filed as part of such Registration Statement,  does not contain all
of the  information  set forth in, or annexed as exhibits  to, the  Registration
Statement,  portions of which have been omitted in accordance with the rules and
regulations  of the SEC.  For  further  information  with  respect to  Frontline
Communications  Corporation  and  this  offering,   reference  is  made  to  the
Registration  Statement,  including exhibits filed therewith,  which may be read
and copied at the SEC at Room 1024,  Judiciary  Plaza,  450 Fifth Street,  N.W.,
Washington,  D.C. 20549, and at its regional  offices:  500 West Madison Street,
Suite 1400,  Chicago,  Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York 10048. You can obtain copies of these materials at prescribed
rates  from the  Public  Reference  Room of the SEC at 450 Fifth  Street,  N.W.,
Washington,  D.C.  20549.  You may obtain  information  on the  operation of the
Public  Reference  Room by calling  the SEC at  1-800-SEC-0330.  Our  electronic
filings made through the SEC's electronic data gathering, analysis and retrieval
system  are   publicly   available   through  the  SEC's   worldwide   web  site
(http://www.sec.gov).


                                       18



================================================================================

We have not  authorized  any  dealer,  salesperson  or other  person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized  information or  representations.  This prospectus does
not offer to sell or buy any shares in any  jurisdiction  where it is  unlawful.
The information in this prospectus is current only as of its date.

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

                                TABLE OF CONTENTS

                                                                         Page

   
Incorporation of Certain Documents by Reference ........................   2
Prospectus Summary......................................................   3
Risk Factors............................................................   5
Use of Proceeds.........................................................  13
 Description of Capital Stock...........................................  13
Selling Stockholders....................................................  15
Plan of Distribution....................................................  16
Legal Matters...........................................................  17
Experts.................................................................  17
Where You Can Find Additional Information...............................  18
                                                      

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

================================================================================




================================================================================

                                 513, 964 Shares

                      FRONTLINE COMMUNICATIONS CORPORATION

                                  Common Stock

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

                                   PROSPECTUS
                                  -------------

   
                                November 23, 1999
    
================================================================================


                                       19




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

SEC registration                                       $   636.76

Printing and engraving costs                             2,000.00

Legal fees and expenses                                 15,000.00

Accounting fees and expenses                            15,000.00

Miscellaneous                                            2,363.24
                                                       ----------
        Total                                          $35,000.00
                                                       ==========

Item 15. Indemnification of Directors and Officers.

     Section 145 of the Delaware  General  Corporation Law (the "DGCL") contains
the   provisions   entitling   the   Registrant's   directors  and  officers  to
indemnification  from  judgments,   fines,  amounts  paid  in  settlement,   and
reasonable  expenses  (including  attorney's fees) as the result of an action or
proceeding  in which they may be involved by reason of having been a director or
officer of the Registrant.  In its Certificate of Incorporation,  the Registrant
has  included a provision  that limits,  to the fullest  extent now or hereafter
permitted by the DGCL, the personal liability of its directors to the Registrant
or its  stockholders  for  monetary  damages  arising  from a  breach  of  their
fiduciary  duties as  directors.  Under the DGCL as  currently  in effect,  this
provision limits a director's  liability except where such director (i) breaches
his duty of loyalty to the Registrant or its stockholders,  (ii) fails to act in
good faith or engages in intentional  misconduct or a knowing  violation of law,
(iii) authorizes payment of an unlawful dividend or stock purchase or redemption
as  provided in Section 174 of the DGCL,  or (iv)  obtains an improper  personal
benefit. This provision does not prevent the Registrant or its stockholders from
seeking  equitable  remedies,  such  as  injunctive  relief  or  rescission.  If
equitable  remedies  are  found  not  to be  available  to  stockholders  in any
particular case,  stockholders may not have any effective remedy against actions
taken by directors that constitute negligence or gross negligence.

     The  Certificate of  Incorporation  also includes  provisions to the effect
that (subject to certain exceptions) the Registrant shall, to the maximum extent
permitted  from time to time under the law of the State of Delaware,  indemnify,
and upon  request  shall  advance  expenses  to, any  director or officer to the
extent that such  indemnification and advancement of expenses is permitted under
such law,  as may from  time to time be in  effect.  In  addition,  the  By-Laws
require the  Registrant to indemnify,  to the full extent  permitted by law, any
director,  officer,  employee  or agent of the  Registrant  for acts  which such
person  reasonably  believes are not in violation of the Registrant's  corporate
purposes as set forth in the Certificate of Incorporation.  At present, the DGCL
provides that, in order to be entitled to  indemnification,  an individual  must
have acted in good faith and in a manner he or she reasonably  believed to be in
or not opposed to the Registrant's best interests.




     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant to any charter provision,  by-law,  contract,  arrangement,
statute or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 16.  Exhibits

5        Opinion of Tenzer Greenblatt LLP
   
23.1     Consent of BDO Seidman, LLP
    
23.2     Consent of Joseph J. Repko, CPA

23.3     Consent of Steven H. Mermelstein, CPA

23.4     Consent of Tenzer Greenblatt LLP (included in Exhibit 5)

24       Power of Attorney (included in the signature page of this registration
         statement).

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act; and

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high and of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent  change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that  paragraphs  (i) and (ii)  above  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant




pursuant  to  Section  13  and  Section  15(d)  of the  Exchange  Act  that  are
incorporated by reference in the registration statement.

     (2) That,  for purposes of determining  any liability  under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (5) That,  insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.





                                   SIGNATURES

   
     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of  filing  on Form  S-3 and has  duly  caused  this  Registration
Statement  to be signed on its behalf by the  undersigned,  in the City of Pearl
River, State of New York, on November 22, 1999.
    

                              FRONTLINE COMMUNICATIONS CORPORATION


                              By: /s/ Stephen J. Cole-Hatchard
                                  --------------------------------
                                  Stephen J. Cole-Hatchard,
                                  Chief Executive Officer

     Each person whose signature  appears below on this  Registration  Statement
hereby constitutes and appoints Stephen J. Cole-Hatchard, as his true and lawful
attorney-in-fact  and agent,  with full power of substitution for him and in his
name,  place and stead, in any and all capacities  (until revoked in writing) to
sign any and all amendments (including  post-effective amendments and amendments
thereto) to this Registration Statement on Form S-3 of Frontline  Communications
Corporation and to file the same, with all exhibits  thereto and other documents
in connection therewith, with the Securities and Exchange Commission.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated: 




Signature                                    Title                                 Date
---------                                    -----                                 ----
   
                                                                       
/s/ Stephen J. Cole-Hatchard    Chief Executive Officer, President and       November 22, 1999 
----------------------------    Director (Principal Executive Officer)
Stephen J. Cole-Hatchard


/s/ Nicko Feinberg              Chief Information Officer, Executive Vice    November 22, 1999
----------------------------    President of Technology and Director
Nicko Feinberg


/s/ Michael Olbermann           Chief Operating Officer, Executive Vice      November 22, 1999 
----------------------------    President and Director
Michael Olbermann


/s/ Vasan Thatham               Chief Financial Officer and Executive Vice   November 22, 1999
----------------------------    President (Principal Accounting Officer)
Vasan Thatham


                                Director                                     November __, 1999
----------------------------
Ronald Signore


/s/ Ronald Shapss               Director                                     November 22, 1999
----------------------------
Ronald Shapss


    






   
                                   EXHIBIT 5

                              TENZER GREENBLATT LLP
                              THE CHRYSLER BUILDING   
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                                 (212) 885-5000

                                                        NEW JERSEY OFFICE       
                                                 TENZER, GREENBLATT & ZUNZ, P.A.
                                                        15 WARREN STREET        
                                                     HACKENSACK, N.J. 07601     
                                                         (201) 487-7511         
                                                

                            FACSIMILE: (212) 885-5001
                                November 22, 1999

Frontline Communications Corporation
One Blue Hill Plaza
Pearl River, New York  10965

Gentlemen:

     You have requested our opinion with respect to the public offering and sale
by certain  stockholders  of Frontline  Communications  Corporation,  a Delaware
corporation  (the  "Company"),   pursuant  to  a  Registration   Statement  (the
"Registration  Statement")  on Form S-3 under  the  Securities  Act of 1933,  as
amended (the "Act"), of 205,163 currently  outstanding  shares (the "Shares") of
common  stock,  par value $.01 per share of the Company  (the  "Common  Stock"),
27,979  shares  of Common  Stock  issuable  upon  exercise  of 27,979  currently
outstanding  warrants (the "Warrant  Shares") and 280,822 shares of Common Stock
issuable  upon  exercise  of certain  repricing  rights (the  "Repricing  Rights
Shares").

     We have examined originals,  or copies certified or otherwise identified to
our satisfaction,  of such originals and corporate and public records as we deem
necessary as a basis for the opinion hereinafter
 expressed. With respect to such
examination,  we have assumed the genuineness of all signatures appearing on all
documents  presented to us as  conformed or  reproduced  copies.  Where  factual
matters  relevant to such opinion were not  independently  established,  we have
relied upon  certificates  of appropriate  state and local  officials,  and upon
representations  of executive  officers and responsible  employees and agents of
the Company.

     Based upon the foregoing,  it is our opinion that: (1) the Shares have been
duly authorized and validly issued and are fully paid and nonassessable; and (2)
the Warrant  Shares and the Repricing  Rights  Shares have been duly  authorized
and,  when issued by the Company upon  exercise of the  Warrants  and  Repricing
Rights in accordance with their terms,  will be validly  issued,  fully paid and
nonassessable.

     We hereby consent to the use of this opinion in the Registration Statement,
and to the use of our  name as  counsel  in  connection  with  the  Registration
Statement and in the Prospectus forming a part thereof.  In giving this consent,
we do not thereby  concede that we come within the  categories  of persons whose
consent is required by the Act or the General Rules and Regulations  promulgated
thereunder.

                                            Very truly yours,

                                           /s/ TENZER GREENBLATT LLP

                                          TENZER GREENBLATT LLP
    




   
                                  EXHIBIT 23.1
    

                             CONSENT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting  a part of this  Registration  Statement  on Form S-3 of our report
dated March 12, 1999, except for Note 13 which is as of March 26, 1999, relating
to the consolidated financial statements of Frontline Communications Corporation
(the "Company")  appearing in the Company's Annual Report on Form 10-KSB for the
year ended  December  31,  1998 as well as our report  dated  December  18, 1998
relating to the financial statements of WOWFactor,  Inc. as of December 31, 1997
and for the two years then ended and our report dated December 22, 1998 relating
to the financial  statements of Roxy Systems,  Inc., as of December 31, 1997 and
for the year then ended, appearing in the Company's Current Report on Form 8-K/A
dated December 23, 1998.

We also  consent  to the  reference  to us under the  caption  "Experts"  in the
prospectus.

/s/ BDO Seidman, LLP

BDO SEIDMAN, LLP

   
New York, New York
November 22 1999
    






                                  EXHIBIT 23.2

                             CONSENT OF INDEPENDENT
                           CERTIFIED PUBLIC ACCOUNTANT

                                 JOSEPH J. REPKO
                           Certified Public Accountant
                                453 N. State Road
                              Springfield, PA 19064


I  hereby  consent  to  the   incorporation   by  reference  in  the  prospectus
constituting  a part of this  Registration  Statement  on Form S-3 of my  report
dated  February 8, 1997,  relating to the financial  statements of U.S.  Online,
Inc. as of December 31, 1996 and for the one year then ended and my report dated
January 6, 1999 relating to the financial  statements of U.S. Online, Inc. as of
December  31,  1997 and for the one year  then  ended,  appearing  in  Frontline
Communications  Corporation's  Current  Report on Form 8-K/A,  dated  January 6,
1999.

   
     I also consent to the  reference  to me under the caption  "Experts" in the
prospectus.
    


                                          /s/ Joseph J. Repko CPA
                                          --------------------------
                                          Joseph J. Repko, CPA

   
November 21, 1999
    






                                  EXHIBIT 23.3

                             CONSENT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

                              STEVEN H. MERMELSTEIN
                           Certified Public Accountant
                                  2523 Avenue P
                               Brooklyn, NY 11229

I  hereby  consent  to  the   incorporation   by  reference  in  the  prospectus
constituting  a part of this  Registration  Statement  on Form S-3 of my  report
dated February 8, 1999,  relating to the  consolidated  financial  statements of
Webspan, Inc. as of December 31, 1996 and 1997 and for the two years then ended,
appearing  in  Frontline  Communications  Corporation's  Current  Report on Form
8-K/A, dated March 2, 1999.

I also  consent  to the  reference  to me under  the  caption  "Experts"  in the
prospectus.

                                          /s/ Steven H. Mermelstein
                                          ----------------------------
                                          Steven H. Mermelstein, CPA

   
November 22, 1999