content: <PAGE>
  
       As filed with the Securities and Exchange Commission on March 31, 2003
  
                                                          REGISTRATION NO. 333 -
  
  ================================================================================
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                                    ENGAGE, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
              DELAWARE                                      04-3281378
    (State or Other Jurisdiction                         (I.R.S. Employer
  of Incorporation or Organization)                     Identification No.)
  
                                100 BRICKSTONE SQUARE
                                  ANDOVER, MA 01810
                 (Address of Principal Executive Offices) (Zip Code)
  
               AMENDED AND RESTATED 1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                   JOHN D. BARONE
                        PRESIDENT AND CHIEF OPERATING OFFICER
                                    ENGAGE, INC.
                                100 BRICKSTONE SQUARE
                                  ANDOVER, MA 01810
                       (Name and Address of Agent for Service)
  
                                   (978) 684-3884
            (Telephone Number, including Area Code, of Agent For Service)
  
                                  ----------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==================================================================================================================
                                                          Proposed            Proposed
                                                           Maximum             Maximum
            Title of                Amount to be        Offering Price         Aggregate                Amount of
  Securities to be Registered      Registered (1)        Per Share(2)     Offering price (2)        registration fee
  ------------------------------------------------------------------------------------------------------------------
  <S>                              <C>                  <C>               <C>                       <C>
  Common Stock, $.01 par value        2,400,000             $0.10             $240,000                  $19.42
  ==================================================================================================================
  </TABLE>
  
  (1)  The number of shares of the Registrant's common stock, par value $.01 per
       share (the "Common Stock"), stated above consists of the aggregate number
       of additional shares not previously registered which may be sold upon the
       issuance of shares of Common Stock pursuant to the Engage, Inc. Amended and
       Restated 1999 Employee Stock Purchase Plan (the "Plan"). The maximum number
       of shares which may be sold upon the issuance of shares of Common Stock
       under the Plan is subject to adjustment in accordance with certain
       anti-dilution and other provisions of the Plan. Accordingly, pursuant to
       Rule 416 under the Securities Act of 1933, as amended (the "Securities
       Act"), this Registration Statement covers, in addition to the number of
       shares stated above, an indeterminate number of shares which may be subject
       to grant or otherwise issuable after the operation of any such
       anti-dilution and other provisions.
  
  (2)  Estimated solely for the purpose of calculating the registration fee in
       accordance with Rules 457(h) of the Securities Act and is made on the basis
       of the average of the high and low sale prices per share of Common Stock on
       the over-the-counter bulletin board as of a date (March 26, 2003) within
       five business days prior to the filing of this Registration Statement.
  
  ================================================================================
  
  <PAGE>
  
                                  EXPLANATORY NOTE
  
           In accordance with the instructional Note to Part I of Form S-8, as
  promulgated by the Securities and Exchange Commission, the information specified
  by Part I of Form S-8 has been omitted from this Registration Statement on Form
  S-8 for offers of Common Stock pursuant to the Engage Inc. Amended and Restated
  1999 Employee Stock Purchase Plan (the "Plan"). This Registration Statement on
  Form S-8 hereby registers 2,400,000 additional shares of Common Stock pursuant
  to the Plan. A Registration Statement on Form S-8 (File No. 333-83245),
  registering an aggregate of 1,500,000 shares of Common Stock (adjusted for all
  of the Registrant's common stock dividends) under the Plan was filed with the
  Securities and Exchange Commission on July 20, 1999.
  
  <PAGE>
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference.
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
  year ended July 31, 2002 (File No. 000-26671).
  
           (b)      The Registrant's Quarterly Reports on Form 10-Q for the
  quarters ended October 31, 2002 and January 31, 2003 (File Nos. 000-26671).
  
           (c)      The Registrant's Current Reports on Form 8-K filed with the
  Commission on September 18, 2002 and October 7, 2002 (File Nos. 000-26671).
  
           (d)      The description of the Common Stock contained in the
  Registrant's Registration Statement on Form 8-A (File No. 000-26671) filed under
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with
  the Commission on July 12, 1999, including any amendment or report filed for the
  purpose of updating such description.
  
           (e)      The description of the Rights under the Registrant's Rights
  Agreement (which are currently transferred with the Registrant's Common Stock)
  contained in the Registrant's Registration Statement on Form 8-A (File No.
  000-26671) filed under the Exchange Act, filed with the Commission on October 7,
  2002, including any amendment or report filed for the purpose of updating such
  description.
  
           All reports and documents subsequently filed by the Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
                                        II-1
  
  <PAGE>
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Incorporated herein by reference from the Registrant's Registration
  Statement on Form S-1, File No. 333-78015.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  Item 9.  Undertakings.
  
           1. The 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;
  
                             (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; 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) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
                    (2)      That, for the purpose 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.
  
                                        II-2
  
  <PAGE>
  
                    (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.
  
           2.       The undersigned Registrant hereby undertakes 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 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.
  
           3.       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.
  
                                        II-3
  
  <PAGE>
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Andover, Massachusetts on this 31st day of March,
  2003.
  
                                      ENGAGE, INC.
  
                                      By /s/ John D. Barone
                                         -----------------------------------------
                                         John D. Barone
                                         President and Chief Operating Officer
  
           We, the undersigned officers and directors of Engage, Inc. hereby
  severally constitute and appoint John D. Barone and Lisa Pavelka McAlister, and
  each of them singly, our true and lawful attorneys with full power to them, and
  each of them singly, to sign for us and in our names in the capacities indicated
  below, the Registration Statement on Form S-8 filed herewith and any and all
  subsequent amendments to said Registration Statement, and generally to do all
  such things in our names and behalf in our capacities as officers and directors
  to enable Engage, Inc. to comply with all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by said attorneys, or any of them, to said Registration Statement and
  any and all amendments thereto.
  
           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.
  
  <TABLE>
  <CAPTION>
  Signature                                                Title                               Date
  ---------                                                -----                               ----
  <S>                                         <C>                                         <C>
  /s/ John D. Barone                          President and Chief Operating Officer       March 31, 2003
  ---------------------------                 (principal executive officer)
  John D. Barone
  
  /s/ Lisa Pavelka McAlister                  Chief Financial Officer and Treasurer       March 31, 2003
  ---------------------------                 (principal financial and accounting
  Lisa Pavelka McAlister                      officer)
  
  /s/ Edward A. Bennett                       Director                                    March 31, 2003
  ---------------------------
  Edward A. Bennett
  
  /s/ Peter J. Rice                           Director                                    March 31, 2003
  ---------------------------
  Peter J. Rice
  </TABLE>
                                        II-4
  
  <PAGE>
  
                                    ENGAGE, INC.
  
                            INDEX TO EXHIBITS FILED WITH
                           FORM S-8 REGISTRATION STATEMENT
  
       4.1(1)       Second Amended and Restated Certificate of Incorporation of
                    the Registrant
  
       4.2(1)       Amendment to the Second Amended and Restated Certificate of
                    Incorporation of the Registrant
  
       4.3(1)       Certificate of Designation of Series A Junior Participating
                    Preferred Stock.
  
       4.4(2)       Amended and Restated By-Laws of the Registrant
  
       4.5(3)       Specimen Certificate of Common Stock of the Registrant
  
       4.6(4)       Rights Agreement between the Registrant and American Stock
                    Transfer & Trust Company, as Rights Agent, dated as of October
                    4, 2002.
  
       5            Opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
                    as to the legality of the shares being registered.
  
       23.1         Consent of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
                    (included in opinion of counsel filed as Exhibit 5)
  
       23.2         Consent of KPMG LLP
  
       24           Power of Attorney to file future amendments (set forth on the
                    signature page of this Registration Statement)
  
       99.1(5)      Engage, Inc. Amended and Restated 1999 Employee Stock Purchase
                    Plan
  
  -----------------------------------------------------
  (1)  Incorporated herein by reference from the exhibits filed with the
       Registrant's Form 10-K filed with the Securities and Exchange Commission on
       November 13, 2002 (File No. 000-26671).
  
  (2)  Incorporated herein by reference from the exhibits filed with the
       Registrant's Form 10-Q filed with the Securities and Exchange Commission on
       December 15, 2000 (File No. 000-26671).
  
  (3)  Incorporated herein by reference from the exhibits filed with the
       Registrant's Form 10-K filed with the Securities and Exchange Commission on
       October 30, 2000 (File No. 000-26671).
  
  (4)  Incorporated herein by reference from the exhibits filed with the
       Registrant's Registration Statement on Form 8-A (File No. 000-26671) filed
       with the Securities and Exchange Commission on October 7, 2002.
  
  (5)  Incorporated by herein reference from the exhibits filed with the
       Registrant's Form 10-Q filed with the Securities and Exchange Commission on
       March 14, 2003 (File No. 000-26671).
  
                                        II-5
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b45980eisv8.txt", "description": "ENGAGE, INC.", "secsgml_size_bytes": 17480}]
metadata_filer: {"company-data": {"conformed-name": "ENGAGE INC", "cik": "0001084573", "assigned-sic": "7389", "irs-number": "043281378", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104152", "film-number": "03629851"}, "business-address": {"street1": "100 BRICKSTONE SQUARE", "city": "ANDOVER", "state": "MA", "zip": "01810", "phone": "9786843884"}, "mail-address": {"street1": "100 BRICKSTONE SQUARE", "city": "ANDOVER", "state": "MA", "zip": "01810"}, "former-company": {"former-conformed-name": "ENGAGE TECHNOLOGIES INC", "date-changed": "19990419"}}
text: As filed with the Securities and Exchange Commission on March 31, 2003
  
                                                          REGISTRATION NO. 333 -
  
  ================================================================================
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                                    ENGAGE, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
              DELAWARE                                      04-3281378
    (State or Other Jurisdiction                         (I.R.S. Employer
  of Incorporation or Organization)                     Identification No.)
  
                                100 BRICKSTONE SQUARE
                                  ANDOVER, MA 01810
                 (Address of Principal Executive Offices) (Zip Code)
  
               AMENDED AND RESTATED 1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                   JOHN D. BARONE
                        PRESIDENT AND CHIEF OPERATING OFFICER
                                    ENGAGE, INC.
                                100 BRICKSTONE SQUARE
                                  ANDOVER, MA 01810
                       (Name and Address of Agent for Service)
  
                                   (978) 684-3884
            (Telephone Number, including Area Code, of Agent For Service)
  
                                  ----------------
  
                           CALCULATION OF REGISTRATION FEE
  ==================================================================================================================
                                                          Proposed            Proposed
                                                           Maximum             Maximum
            Title of                Amount to be        Offering Price         Aggregate                Amount of
  Securities to be Registered      Registered (1)        Per Share(2)     Offering price (2)        registration fee
  ------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value        2,400,000             $0.10             $240,000                  $19.42
  ==================================================================================================================
  (1)  The number of shares of the Registrant's common stock, par value $.01 per
       share (the "Common Stock"), stated above consists of the aggregate number
       of additional shares not previously registered which may be sold upon the
       issuance of shares of Common Stock pursuant to the Engage, Inc. Amended and
       Restated 1999 Employee Stock Purchase Plan (the "Plan"). The maximum number
       of shares which may be sold upon the issuance of shares of Common Stock
       under the Plan is subject to adjustment in accordance with certain
       anti-dilution and other provisions of the Plan. Accordingly, pursuant to
       Rule 416 under the Securities Act of 1933, as amended (the "Securities
       Act"), this Registration Statement covers, in addition to the number of
       shares stated above, an indeterminate number of shares which may be subject
       to grant or otherwise issuable after the operation of any such
       anti-dilution and other provisions.
  
  (2)  Estimated solely for the purpose of calculating the registration fee in
       accordance with Rules 457(h) of the Securities Act and is made on the basis
       of the average of the high and low sale prices per share of Common Stock on
       the over-the-counter bulletin board as of a date (March 26, 2003) within
       five business days prior to the filing of this Registration Statement.
  
  ================================================================================
  EXPLANATORY NOTE
  
           In accordance with the instructional Note to Part I of Form S-8, as
  promulgated by the Securities and Exchange Commission, the information specified
  by Part I of Form S-8 has been omitted from this Registration Statement on Form
  S-8 for offers of Common Stock pursuant to the Engage Inc. Amended and Restated
  1999 Employee Stock Purchase Plan (the "Plan"). This Registration Statement on
  Form S-8 hereby registers 2,400,000 additional shares of Common Stock pursuant
  to the Plan. A Registration Statement on Form S-8 (File No. 333-83245),
  registering an aggregate of 1,500,000 shares of Common Stock (adjusted for all
  of the Registrant's common stock dividends) under the Plan was filed with the
  Securities and Exchange Commission on July 20, 1999.
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference.
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
  year ended July 31, 2002 (File No. 000-26671).
  
           (b)      The Registrant's Quarterly Reports on Form 10-Q for the
  quarters ended October 31, 2002 and January 31, 2003 (File Nos. 000-26671).
  
           (c)      The Registrant's Current Reports on Form 8-K filed with the
  Commission on September 18, 2002 and October 7, 2002 (File Nos. 000-26671).
  
           (d)      The description of the Common Stock contained in the
  Registrant's Registration Statement on Form 8-A (File No. 000-26671) filed under
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with
  the Commission on July 12, 1999, including any amendment or report filed for the
  purpose of updating such description.
  
           (e)      The description of the Rights under the Registrant's Rights
  Agreement (which are currently transferred with the Registrant's Common Stock)
  contained in the Registrant's Registration Statement on Form 8-A (File No.
  000-26671) filed under the Exchange Act, filed with the Commission on October 7,
  2002, including any amendment or report filed for the purpose of updating such
  description.
  
           All reports and documents subsequently filed by the Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
                                        II-1
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Incorporated herein by reference from the Registrant's Registration
  Statement on Form S-1, File No. 333-78015.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  Item 9.  Undertakings.
  
           1. The 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;
  
                             (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; 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) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
                    (2)      That, for the purpose 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.
  
                                        II-2
  (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.
  
           2.       The undersigned Registrant hereby undertakes 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 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.
  
           3.       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.
  
                                        II-3
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Andover, Massachusetts on this 31st day of March,
  2003.
  
                                      ENGAGE, INC.
  
                                      By /s/ John D. Barone
                                         -----------------------------------------
                                         John D. Barone
                                         President and Chief Operating Officer
  
           We, the undersigned officers and directors of Engage, Inc. hereby
  severally constitute and appoint John D. Barone and Lisa Pavelka McAlister, and
  each of them singly, our true and lawful attorneys with full power to them, and
  each of them singly, to sign for us and in our names in the capacities indicated
  below, the Registration Statement on Form S-8 filed herewith and any and all
  subsequent amendments to said Registration Statement, and generally to do all
  such things in our names and behalf in our capacities as officers and directors
  to enable Engage, Inc. to comply with all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by said attorneys, or any of them, to said Registration Statement and
  any and all amendments thereto.
  
           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/ John D. Barone                          President and Chief Operating Officer       March 31, 2003
  ---------------------------                 (principal executive officer)
  John D. Barone
  
  /s/ Lisa Pavelka McAlister                  Chief Financial Officer and Treasurer       March 31, 2003
  ---------------------------                 (principal financial and accounting
  Lisa Pavelka McAlister                      officer)
  
  /s/ Edward A. Bennett                       Director                                    March 31, 2003
  ---------------------------
  Edward A. Bennett
  
  /s/ Peter J. Rice                           Director                                    March 31, 2003
  ---------------------------
  Peter J. Rice
  II-4
  ENGAGE, INC.
  
                            INDEX TO EXHIBITS FILED WITH
                           FORM S-8 REGISTRATION STATEMENT
  
       4.1(1)       Second Amended and Restated Certificate of Incorporation of
                    the Registrant
  
       4.2(1)       Amendment to the Second Amended and Restated Certificate of
                    Incorporation of the Registrant
  
       4.3(1)       Certificate of Designation of Series A Junior Participating
                    Preferred Stock.
  
       4.4(2)       Amended and Restated By-Laws of the Registrant
  
       4.5(3)       Specimen Certificate of Common Stock of the Registrant
  
       4.6(4)       Rights Agreement between the Registrant and American Stock
                    Transfer & Trust Company, as Rights Agent, dated as of October
                    4, 2002.
  
       5            Opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
                    as to the legality of the shares being registered.
  
       23.1         Consent of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
                    (included in opinion of counsel filed as Exhibit 5)
  
       23.2         Consent of KPMG LLP
  
       24           Power of Attorney to file future amendments (set forth on the
                    signature page of this Registration Statement)
  
       99.1(5)      Engage, Inc. Amended and Restated 1999 Employee Stock Purchase
                    Plan
  
  -----------------------------------------------------
  (1)  Incorporated herein by reference from the exhibits filed with the
       Registrant's Form 10-K filed with the Securities and Exchange Commission on
       November 13, 2002 (File No. 000-26671).
  
  (2)  Incorporated herein by reference from the exhibits filed with the
       Registrant's Form 10-Q filed with the Securities and Exchange Commission on
       December 15, 2000 (File No. 000-26671).
  
  (3)  Incorporated herein by reference from the exhibits filed with the
       Registrant's Form 10-K filed with the Securities and Exchange Commission on
       October 30, 2000 (File No. 000-26671).
  
  (4)  Incorporated herein by reference from the exhibits filed with the
       Registrant's Registration Statement on Form 8-A (File No. 000-26671) filed
       with the Securities and Exchange Commission on October 7, 2002.
  
  (5)  Incorporated by herein reference from the exhibits filed with the
       Registrant's Form 10-Q filed with the Securities and Exchange Commission on
       March 14, 2003 (File No. 000-26671).
  
                                        II-5