content: <PAGE>   1
     As filed with the Securities and Exchange Commission on February 28, 2001
  
                                                       REGISTRATION NO. 333 -
  ================================================================================
  
                         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)
  
                             2000 EQUITY INCENTIVE PLAN
                              (Full title of the plans)
  
                                  ANTHONY G. NUZZO
                        CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                    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         6,526,000                     $4.71                    $30,737,460                 $7,684.37
                                       3,474,000                     $1.13                      3,925,620                 $  981.41
                                      ----------                                                                          ---------
                                      10,000,000                                                                          $8,665.78
  
  ====================================================================================================================================
  </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
       exercise of options which have been granted or may hereafter be granted
       under the Engage, Inc. 2000 Equity Incentive Plan (the "Plan"). The maximum
       number of shares which may be sold upon the exercise of outstanding options
       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)  This calculation is made solely for the purpose of determining the
       registration fee pursuant to the provisions of Rule 457(h) under the
       Securities Act as follows: (i) in the case of shares of Common Stock which
       may be purchased upon exercise of outstanding options, the fee is
       calculated on the basis of the price at which the options may be exercised;
       and (ii) in the case of shares of Common Stock for which options have not
       yet been granted and the option price is therefore unknown, the fee is
       calculated on the basis of the average of the high and low sale prices per
       share of the Common Stock on the National Market System of the National
       Association of Securities Dealers Automated Quotation System (NASDAQ) as of
       a date (February 23, 2001) within 5 business days prior to filing this
       Registration Statement.
  
  
  
  <PAGE>   2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  In accordance with the instructional Note to Part I of Form S-8, as promulgated
  by the Securities and Exchange Commission, the information required by Part I
  of Form S-8 is included in documents sent or given to participants in the
  Registrant's 2000 Equity Incentive Plan pursuant to Rule 428(b)(i) of the
  Securities Act of 1933, as amended (the "Securities Act"), and therefore has
  been omitted from this Registration Statement on Form S-8.
  
  
  
  <PAGE>   3
  
                                       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 latest annual report filed pursuant to Section
                 13(a) or 15(d) of the Exchange Act, or the latest prospectus
                 filed pursuant to Rule 424(b) under the Securities Act that
                 contains audited financial statements for the Registrant's latest
                 fiscal year for which such statements have been filed.
  
            (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
                 Exchange Act since the end of the fiscal year covered by the
                 document referred to in (a) above.
  
            (c)  The description of the Common Stock contained in a registration
                 statement filed under Section 12 of the Exchange Act, 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.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The legality of the shares of Common Stock registered under this
  Registration Statement has been passed upon for the Registrant by Hale and Dorr
  LLP, Boston, Massachusetts.
  
  
  
                                        II-1
  
  <PAGE>   4
  
  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.
  
            (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
  
  
  
                                        II-2
  
  <PAGE>   5
  
  
  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>   6
  
  
  
                                     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 28th day of February,
  2001.
  
  
                                          ENGAGE, INC.
  
  
  
                                          By /s/ Anthony G. Nuzzo
                                            ------------------------------------
                                            Anthony G. Nuzzo
                                            Chief Executive Officer and President
  
  
       We, the undersigned officers and directors of Engage, Inc. hereby severally
  constitute and appoint Anthony G. Nuzzo and Robert W. Bartlett, Jr., 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/ Anthony G. Nuzzo                     Chief Executive Officer and President       February 28, 2001
  ------------------------------------     (principal executive officer)
  Anthony G. Nuzzo
  
  
  /s/ Robert W. Bartlett, Jr.              Chief Financial Officer                     February 28, 2001
  ------------------------------------     and Treasurer (principal
  Robert W. Bartlett, Jr.                  financial and accounting officer)
  
  
  /s/ David S. Wetherell                   Director                                    February 28, 2001
  ------------------------------------
  David S. Wetherell
  
  
  
  </TABLE>
  
  
  
                                        II-4
  
  <PAGE>   7
  <TABLE>
  <CAPTION>
  
  SIGNATURE                                            TITLE                              DATE
  ---------                                            -----                              ----
  <S>                                   <C>                                        <C>
  
  
  /s/ Christopher A. Evans                 Director                                    February 28, 2001
  ------------------------------------
  Christopher A. Evans
  
  
  /s/ Andrew J. Hajducky, III              Director                                    February 28, 2001
  ------------------------------------
  Andrew J. Hajducky, III
  
  
  /s/ Fredric D. Rosen                     Director                                    February 28, 2001
  ------------------------------------
  Fredric D. Rosen
  
  </TABLE>
  
  
  
  
  
                                        II-5
  
  
  <PAGE>   8
  
  
                                    ENGAGE, INC.
  
                            INDEX TO EXHIBITS FILED WITH
                           FORM S-8 REGISTRATION STATEMENT
  
       4.1(1)   Certificate of Incorporation of the Registrant
  
       4.2(2)   By-Laws of the Registrant
  
       4.3(3)   Specimen Certificate of Common Stock of the Registrant
  
       5        Opinion of Hale and Dorr LLP
  
       23.1     Consent of Hale and Dorr LLP (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(2)    2000 Equity Incentive Plan
  
  -------------------
  
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1, as amended (File No. 333-78015) and the Registrant's
       Form 10-Q filed with the SEC on June 14, 2000.
  
  (2)  Incorporated herein by reference from the Registrant's Form 10-Q filed
       with the SEC on December 15, 2000.
  
  (3)  Incorporated herein by reference from the Registrant's Form 10-K filed
       with the SEC on October 30, 2000.
  
  
  
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37965eis-8.txt", "description": "ENGAGE TECHNOLOGIES INC.", "secsgml_size_bytes": 17157}]
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": "333-56328", "film-number": "1557618"}, "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: 1
     As filed with the Securities and Exchange Commission on February 28, 2001
  
                                                       REGISTRATION NO. 333 -
  ================================================================================
  
                         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)
  
                             2000 EQUITY INCENTIVE PLAN
                              (Full title of the plans)
  
                                  ANTHONY G. NUZZO
                        CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                    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         6,526,000                     $4.71                    $30,737,460                 $7,684.37
                                       3,474,000                     $1.13                      3,925,620                 $  981.41
                                      ----------                                                                          ---------
                                      10,000,000                                                                          $8,665.78
  
  ====================================================================================================================================
  (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
       exercise of options which have been granted or may hereafter be granted
       under the Engage, Inc. 2000 Equity Incentive Plan (the "Plan"). The maximum
       number of shares which may be sold upon the exercise of outstanding options
       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)  This calculation is made solely for the purpose of determining the
       registration fee pursuant to the provisions of Rule 457(h) under the
       Securities Act as follows: (i) in the case of shares of Common Stock which
       may be purchased upon exercise of outstanding options, the fee is
       calculated on the basis of the price at which the options may be exercised;
       and (ii) in the case of shares of Common Stock for which options have not
       yet been granted and the option price is therefore unknown, the fee is
       calculated on the basis of the average of the high and low sale prices per
       share of the Common Stock on the National Market System of the National
       Association of Securities Dealers Automated Quotation System (NASDAQ) as of
       a date (February 23, 2001) within 5 business days prior to filing this
       Registration Statement.
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  In accordance with the instructional Note to Part I of Form S-8, as promulgated
  by the Securities and Exchange Commission, the information required by Part I
  of Form S-8 is included in documents sent or given to participants in the
  Registrant's 2000 Equity Incentive Plan pursuant to Rule 428(b)(i) of the
  Securities Act of 1933, as amended (the "Securities Act"), and therefore has
  been omitted from this Registration Statement on Form S-8.
  3
  
                                       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 latest annual report filed pursuant to Section
                 13(a) or 15(d) of the Exchange Act, or the latest prospectus
                 filed pursuant to Rule 424(b) under the Securities Act that
                 contains audited financial statements for the Registrant's latest
                 fiscal year for which such statements have been filed.
  
            (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
                 Exchange Act since the end of the fiscal year covered by the
                 document referred to in (a) above.
  
            (c)  The description of the Common Stock contained in a registration
                 statement filed under Section 12 of the Exchange Act, 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.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The legality of the shares of Common Stock registered under this
  Registration Statement has been passed upon for the Registrant by Hale and Dorr
  LLP, Boston, Massachusetts.
  
                                        II-1
  4
  
  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.
  
            (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
  
                                        II-2
  5
  
  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
  6
  
                                     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 28th day of February,
  2001.
  
                                          ENGAGE, INC.
  
                                          By /s/ Anthony G. Nuzzo
                                            ------------------------------------
                                            Anthony G. Nuzzo
                                            Chief Executive Officer and President
  
       We, the undersigned officers and directors of Engage, Inc. hereby severally
  constitute and appoint Anthony G. Nuzzo and Robert W. Bartlett, Jr., 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/ Anthony G. Nuzzo                     Chief Executive Officer and President       February 28, 2001
  ------------------------------------     (principal executive officer)
  Anthony G. Nuzzo
  
  /s/ Robert W. Bartlett, Jr.              Chief Financial Officer                     February 28, 2001
  ------------------------------------     and Treasurer (principal
  Robert W. Bartlett, Jr.                  financial and accounting officer)
  
  /s/ David S. Wetherell                   Director                                    February 28, 2001
  ------------------------------------
  David S. Wetherell
  II-4
  7
  SIGNATURE                                            TITLE                              DATE
  ---------                                            -----                              ----
  /s/ Christopher A. Evans                 Director                                    February 28, 2001
  ------------------------------------
  Christopher A. Evans
  
  /s/ Andrew J. Hajducky, III              Director                                    February 28, 2001
  ------------------------------------
  Andrew J. Hajducky, III
  
  /s/ Fredric D. Rosen                     Director                                    February 28, 2001
  ------------------------------------
  Fredric D. Rosen
  II-5
  8
  
                                    ENGAGE, INC.
  
                            INDEX TO EXHIBITS FILED WITH
                           FORM S-8 REGISTRATION STATEMENT
  
       4.1(1)   Certificate of Incorporation of the Registrant
  
       4.2(2)   By-Laws of the Registrant
  
       4.3(3)   Specimen Certificate of Common Stock of the Registrant
  
       5        Opinion of Hale and Dorr LLP
  
       23.1     Consent of Hale and Dorr LLP (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(2)    2000 Equity Incentive Plan
  
  -------------------
  
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1, as amended (File No. 333-78015) and the Registrant's
       Form 10-Q filed with the SEC on June 14, 2000.
  
  (2)  Incorporated herein by reference from the Registrant's Form 10-Q filed
       with the SEC on December 15, 2000.
  
  (3)  Incorporated herein by reference from the Registrant's Form 10-K filed
       with the SEC on October 30, 2000.
  
                                        II-6