content: <PAGE>   1
       As filed with the Securities and Exchange Commission on March 15, 2000
  
                                             REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                              -------------------------
  
                                  FAIRMARKET, INC.
               (Exact name of Registrant as specified in its charter)
  
                DELAWARE                                 04-3351937
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                Identification No.)
  
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
                                   (781) 376-5600
  
  (Address, including zip code, and telephone number, including area code, of
  Registrant's principal executive offices)
  
  
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                           -------------------------------
  
                                  SCOTT T. RANDALL
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  FAIRMARKET, INC.
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
  
  (Name, address, including zip code, and telephone number, including area code,
  of Registrant's agent for service)
  
                                   With a copy to:
  
                                DAVID F. DIETZ, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
   Title of Securities to be   Amount to be Registered      Proposed Maximum             Proposed Maximum             Amount of
          Registered                     (1)            Offering Price Per Share(2)  Aggregate Offering Price      Registration Fee
  ----------------------------------------------------------------------------------------------------------- ------------------------
  <S>                                   <C>                     <C>                       <C>                          <C>
  EMPLOYEE STOCK PURCHASE               500,000                 $49                       $24,500,000                  $6,468
  PLAN
  
  Common Stock, $.001 par
  value
  ------------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  (1)  Plus such additional number of shares as may be required pursuant to the
       plans in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  
  
  
  
  (2)  This estimate is made solely for the purposes of determining the
       registration fee pursuant to Rule 457(c) and is based upon the average of
       the high and low price of the Common Stock on March 14, 2000.
  
  
  
  
  
  
  <PAGE>   2
  
  
          PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
          The documents containing the information specified in the requirements
  of Part I are not required to be filed with the Securities and Exchange
  Commission as part of this Registration Statement on Form S-8.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          FairMarket, Inc. (the "Company") hereby incorporates by reference into
  this Registration Statement (a) the Company's prospectus filed pursuant to Rule
  424(b) under the Securities Act on March 13, 2000, (b) the description of the
  Registrant's Common Stock contained in the Registration Statement on Form 8-A
  (Registration Statement No. 333-92677), dated February 15, 2000, as filed with
  the Securities and Exchange Commission on February 15, 2000 pursuant to Section
  12(g) of the Securities Exchange Act of 1934, as amended and (c) all reports
  filed pursuant to Section 13(a) or 15(d) of the Exchange Act by the Company
  since March 13, 2000.
  
          All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  or 15(d) of the Exchange Act, subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of 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 hereof to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is incorporated or deemed to be incorporated by reference
  herein modifies or supersedes such statement. Any such 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.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          In accordance with Section 145 of the Delaware General Corporate Law,
  Article VII of our amended and restated certificate of incorporation provides
  that no director of the Company shall be personally liable to the Company or to
  our stockholders for monetary damages for breach of fiduciary duty as a
  director, except for liability (1) for any breach of the director's duty of
  loyalty to the Company or our stockholders, (2) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of the
  law, (3) in respect of unlawful dividend payments or stock redemptions or
  repurchases, or (4) for any transaction from which the director derived an
  improper personal benefit. In addition, our amended and restated certificate of
  incorporation provides that if the Delaware General Corporation Law is amended
  to authorize the further elimination or limitation of the liability of
  directors, then the liability of a director of the Company shall be eliminated
  or limited to the fullest extent permitted by the Delaware General Corporation
  Law, as so amended.
  
          For information regarding provisions under which a director or officer
  of the Company may be insured or indemnified in any manner against any liability
  which he or she may incur in his or her capacity as such, reference
  
  
  <PAGE>   3
  
  is made to Article IX of the Company's Bylaws, which provides in general that
  the Company shall indemnify its officers, directors, employees and agents to the
  fullest extent authorized by law.
  
          The Company has directors' and officers' liability insurance covering
  certain liabilities incurred by the officers and directors of the Company in
  connection with the performance of their duties.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  
  ITEM 8.  EXHIBITS.
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
            3.1         Amended and Restated Certificate of Incorporation*
  
            3.4         Bylaws of the Company*
  
            5.1         Opinion of Goodwin, Procter & Hoar LLP
  
           23.1         Consent of PricewaterhouseCoopers LLP
  
           23.2         Consent of Goodwin, Procter & Hoar LLP (contained in
                        Exhibit 5.1)
  
           24.1         Powers of attorney (see signature page)
  
  -----------------
  
  *    Incorporated by reference to the relevant exhibit to the FairMarket, Inc.
       Registration Statement on Form S-1 (SEC File No. 333-92677), as amended, as
       filed with the Securities and Exchange Commission.
  
  ITEM 9.  UNDERTAKINGS
  
           (a)      The undersigned Company 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 of 1933;
  
                                      (ii) To reflect in the prospectus any acts
           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 end of the
           estimated 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 a 20% change in
           the maximum aggregate offering price set forth in "Calculation of
           Registration Fee" table in the effective Registration Statement;
  
  
                                        2
  <PAGE>   4
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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 undersigned Company pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the Registration Statement;
  
                                      (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;
  
                    (2) That, for the purpose of determining any
           liability under the Securities Act of 1933, 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; and
  
                    (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.
  
           (b) The undersigned Company hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Company'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.
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Company pursuant to the foregoing provisions, or
           otherwise, the Company has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore, unenforceable.
           In the event that a claim for indemnification against such liabilities
           (other than the payment by the Company of expenses incurred or paid by
           a director, officer or controlling person of the Company 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 Company 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 Act
           and will be governed by the final adjudication of such issue.
  
  
                                          3
  <PAGE>   5
  
  
                                     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 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 Boston, Massachusetts, on March 15, 2000.
  
                                                    FAIRMARKET, INC.
  
  
                                                    By:  /s/Scott Randall
                                                         -------------------------
                                                         Scott Randall
                                                         Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
          Each person whose signature appears below constitutes and appoints Scott
  Randall and John Belchers, and each of them, as her or his true and lawful
  attorney-in-fact and agent, with full power of substitution, for her or him and
  in her or his name, place and stead, in any and all capacities to sign any or
  all amendments or post-effective amendments to this registration statement (or
  any registration statement for the same offering that is to be effective upon
  filing pursuant to Rule 462(b) under the Securities Act) and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agent or her or his substitute may
  lawfully do or cause to be done by virtue hereof.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
                  SIGNATURE                                   TITLE                                 DATE
                  ---------                                   -----                                 ----
  
  <S>                                              <C>                                         <C>
  /s/Scott Randall                                 Chairman, Chief Executive Officer           March 15, 2000
  --------------------------------------------     President and Director (Principal
  Scott Randall                                    Executive Officer)
  
  
  /s/John Belchers                                 Chief Financial Officer                     March 15, 2000
  --------------------------------------------
  John Belchers
  
  /s/Nanda Krish                                   Director                                    March 15, 2000
  --------------------------------------------
  Nanda Krish
  
  /s/Jeff Drazan                                   Director                                    March 15, 2000
  --------------------------------------------
  Jeff Drazan
  
  /s/Richard Pallan                                Director                                    March 15, 2000
  --------------------------------------------
  Richard Pallan
  </TABLE>
  
  
                                         4
  <PAGE>   6
  
  
                                    EXHIBIT INDEX
  
  
    EXHIBIT
    NUMBER       DESCRIPTION
    -------      -----------
  
      3.1       Amended and Restated Certificate of Incorporation*
  
      3.4       Bylaws of the Company*
  
      5.1       Opinion of Goodwin, Procter & Hoar LLP
  
     23.1       Consent of PricewaterhouseCoopers LLP
  
     23.2       Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1)
  
     24.1       Powers of attorney (see signature page)
  
  
  -----------------
  
  *        Incorporated by reference to the relevant exhibit to the FairMarket,
           Inc. Registration Statement on Form S-1 (SEC File No. 333-92677), as
           amended, as filed with the Securities and Exchange Commission.
  
  
  
                                         5
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FAIRMARKET, INC.", "secsgml_size_bytes": 17434}]
metadata_filer: {"company-data": {"conformed-name": "FAIRMARKET INC", "cik": "0001053676", "assigned-sic": "7389", "irs-number": "043351937", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32598", "film-number": "570850"}, "business-address": {"street1": "400 UNICORN PARK DR", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "7819357090"}, "mail-address": {"street1": "400 UNICORN PARK DRIVE", "city": "WOBURN", "state": "MA", "zip": "01801"}}
text: 1
       As filed with the Securities and Exchange Commission on March 15, 2000
  
                                             REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                              -------------------------
  
                                  FAIRMARKET, INC.
               (Exact name of Registrant as specified in its charter)
  
                DELAWARE                                 04-3351937
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                Identification No.)
  
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
                                   (781) 376-5600
  
  (Address, including zip code, and telephone number, including area code, of
  Registrant's principal executive offices)
  
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                           -------------------------------
  
                                  SCOTT T. RANDALL
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  FAIRMARKET, INC.
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
  
  (Name, address, including zip code, and telephone number, including area code,
  of Registrant's agent for service)
  
                                   With a copy to:
  
                                DAVID F. DIETZ, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
   Title of Securities to be   Amount to be Registered      Proposed Maximum             Proposed Maximum             Amount of
          Registered                     (1)            Offering Price Per Share(2)  Aggregate Offering Price      Registration Fee
  ----------------------------------------------------------------------------------------------------------- ------------------------
  EMPLOYEE STOCK PURCHASE               500,000                 $49                       $24,500,000                  $6,468
  PLAN
  
  Common Stock, $.001 par
  value
  ------------------------------------------------------------------------------------------------------------------------------------
  (1)  Plus such additional number of shares as may be required pursuant to the
       plans in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  
  (2)  This estimate is made solely for the purposes of determining the
       registration fee pursuant to Rule 457(c) and is based upon the average of
       the high and low price of the Common Stock on March 14, 2000.
  2
  
          PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
          The documents containing the information specified in the requirements
  of Part I are not required to be filed with the Securities and Exchange
  Commission as part of this Registration Statement on Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          FairMarket, Inc. (the "Company") hereby incorporates by reference into
  this Registration Statement (a) the Company's prospectus filed pursuant to Rule
  424(b) under the Securities Act on March 13, 2000, (b) the description of the
  Registrant's Common Stock contained in the Registration Statement on Form 8-A
  (Registration Statement No. 333-92677), dated February 15, 2000, as filed with
  the Securities and Exchange Commission on February 15, 2000 pursuant to Section
  12(g) of the Securities Exchange Act of 1934, as amended and (c) all reports
  filed pursuant to Section 13(a) or 15(d) of the Exchange Act by the Company
  since March 13, 2000.
  
          All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  or 15(d) of the Exchange Act, subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of 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 hereof to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is incorporated or deemed to be incorporated by reference
  herein modifies or supersedes such statement. Any such 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.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          In accordance with Section 145 of the Delaware General Corporate Law,
  Article VII of our amended and restated certificate of incorporation provides
  that no director of the Company shall be personally liable to the Company or to
  our stockholders for monetary damages for breach of fiduciary duty as a
  director, except for liability (1) for any breach of the director's duty of
  loyalty to the Company or our stockholders, (2) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of the
  law, (3) in respect of unlawful dividend payments or stock redemptions or
  repurchases, or (4) for any transaction from which the director derived an
  improper personal benefit. In addition, our amended and restated certificate of
  incorporation provides that if the Delaware General Corporation Law is amended
  to authorize the further elimination or limitation of the liability of
  directors, then the liability of a director of the Company shall be eliminated
  or limited to the fullest extent permitted by the Delaware General Corporation
  Law, as so amended.
  
          For information regarding provisions under which a director or officer
  of the Company may be insured or indemnified in any manner against any liability
  which he or she may incur in his or her capacity as such, reference
  3
  
  is made to Article IX of the Company's Bylaws, which provides in general that
  the Company shall indemnify its officers, directors, employees and agents to the
  fullest extent authorized by law.
  
          The Company has directors' and officers' liability insurance covering
  certain liabilities incurred by the officers and directors of the Company in
  connection with the performance of their duties.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
            3.1         Amended and Restated Certificate of Incorporation*
  
            3.4         Bylaws of the Company*
  
            5.1         Opinion of Goodwin, Procter & Hoar LLP
  
           23.1         Consent of PricewaterhouseCoopers LLP
  
           23.2         Consent of Goodwin, Procter & Hoar LLP (contained in
                        Exhibit 5.1)
  
           24.1         Powers of attorney (see signature page)
  
  -----------------
  
  *    Incorporated by reference to the relevant exhibit to the FairMarket, Inc.
       Registration Statement on Form S-1 (SEC File No. 333-92677), as amended, as
       filed with the Securities and Exchange Commission.
  
  ITEM 9.  UNDERTAKINGS
  
           (a)      The undersigned Company 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 of 1933;
  
                                      (ii) To reflect in the prospectus any acts
           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 end of the
           estimated 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 a 20% change in
           the maximum aggregate offering price set forth in "Calculation of
           Registration Fee" table in the effective Registration Statement;
  
                                        2
  4
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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 undersigned Company pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the Registration Statement;
  
                                      (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;
  
                    (2) That, for the purpose of determining any
           liability under the Securities Act of 1933, 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; and
  
                    (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.
  
           (b) The undersigned Company hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Company'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.
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Company pursuant to the foregoing provisions, or
           otherwise, the Company has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore, unenforceable.
           In the event that a claim for indemnification against such liabilities
           (other than the payment by the Company of expenses incurred or paid by
           a director, officer or controlling person of the Company 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 Company 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 Act
           and will be governed by the final adjudication of such issue.
  
                                          3
  5
  
                                     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 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 Boston, Massachusetts, on March 15, 2000.
  
                                                    FAIRMARKET, INC.
  
                                                    By:  /s/Scott Randall
                                                         -------------------------
                                                         Scott Randall
                                                         Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          Each person whose signature appears below constitutes and appoints Scott
  Randall and John Belchers, and each of them, as her or his true and lawful
  attorney-in-fact and agent, with full power of substitution, for her or him and
  in her or his name, place and stead, in any and all capacities to sign any or
  all amendments or post-effective amendments to this registration statement (or
  any registration statement for the same offering that is to be effective upon
  filing pursuant to Rule 462(b) under the Securities Act) and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agent or her or his substitute may
  lawfully do or cause to be done by virtue hereof.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                                   TITLE                                 DATE
                  ---------                                   -----                                 ----
  /s/Scott Randall                                 Chairman, Chief Executive Officer           March 15, 2000
  --------------------------------------------     President and Director (Principal
  Scott Randall                                    Executive Officer)
  
  /s/John Belchers                                 Chief Financial Officer                     March 15, 2000
  --------------------------------------------
  John Belchers
  
  /s/Nanda Krish                                   Director                                    March 15, 2000
  --------------------------------------------
  Nanda Krish
  
  /s/Jeff Drazan                                   Director                                    March 15, 2000
  --------------------------------------------
  Jeff Drazan
  
  /s/Richard Pallan                                Director                                    March 15, 2000
  --------------------------------------------
  Richard Pallan
  4
  6
  
                                    EXHIBIT INDEX
  
    EXHIBIT
    NUMBER       DESCRIPTION
    -------      -----------
  
      3.1       Amended and Restated Certificate of Incorporation*
  
      3.4       Bylaws of the Company*
  
      5.1       Opinion of Goodwin, Procter & Hoar LLP
  
     23.1       Consent of PricewaterhouseCoopers LLP
  
     23.2       Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1)
  
     24.1       Powers of attorney (see signature page)
  
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  *        Incorporated by reference to the relevant exhibit to the FairMarket,
           Inc. Registration Statement on Form S-1 (SEC File No. 333-92677), as
           amended, as filed with the Securities and Exchange Commission.
  
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