
<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                   FORM 8-A/A

                                 AMENDMENT NO. 1

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

                          COLLEGELINK.COM INCORPORATED
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             (Exact name of registrant as specified in its charter)

           DELAWARE                                   016-0961436
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(State of incorporation or organization)    (I.R.S. employer identification no.)

55 HAMMARLUND WAY, MIDDLETOWN, RHODE ISLAND                        02842
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 (Address of principal executive offices)                        (Zip code)


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

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


Securities Act registration statement number to which this form
relates:_____________________________
               (If applicable)

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

   Title of each class                             Name of each exchange on
   to be so registered                      which each class is to be registered
   -------------------                      ------------------------------------
         NONE.                                            NONE.


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

                     COMMON STOCK, PAR VALUE $.001 PER SHARE

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                                (Title of Class)

     The undersigned registrant hereby amends the items, exhibits and portions
of its registration statement on Form 8-A (dated as of February 18, 1971) as set
forth in the pages attached hereto:


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ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     We have provided the information required by Item 202 of Regulation S-K
under the heading "Description of Capital Stock" in our Registration Statement
on Form S-1, registration no. 333-85079, as initially filed with the Securities
and Exchange Commission on August 12, 1999 on Form SB-2, as amended on Form S-1
on October 21,1999, as further amended on November 26, 1999 and as the same may
be amended after the date of filing of this amendment to our registration
statement on Form 8-A. We incorporate that information by reference in this
amendment to our registration statement on Form 8-A.

ITEM 2.   EXHIBITS.

     *3.1      Amended and Restated Certificate of Incorporation of
               CollegeLink.com Incorporated.
     *3.2      By-Laws of CollegeLink.com Incorporated.
      4.1      Specimen certificate of Common Stock, par value $.001 per share.


*    Incorporated by reference to the corresponding Exhibit to our Registration
     Statement on Form S-1, registration no. 333-85079, as initially filed with
     the Securities and Exchange Commission on August 12, 1999 on Form SB-2, as
     amended on Form S-1 on October 21, 1999, as further amended on November 26,
     1999 and as may be amended after the date of filing of this amendment to
     our registration statement on Form 8-A.


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                                    SIGNATURE

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


                                           COLLEGELINK.COM  INCORPORATED


Dated: December 21, 1999                   By:/s/ Edward F. Hayes
                                              ----------------------------------
                                              Edward F. Hayes
                                              Vice President, Finance


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