content: <PAGE>   1
      As filed with the Securities and Exchange Commission on October 18, 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)
  
  
                    2000 EMPLOYEE STOCK OPTION AND INCENTIVE PLAN
  
                              (Full Title of the Plan)
                           -------------------------------
  
                                    EILEEN RUDDEN
                        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>
  =======================================================================================================================
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE       AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING         AMOUNT OF
          REGISTERED              REGISTERED (1)             SHARE                  PRICE             REGISTRATION FEE
  ---------------------------- --------------------- ---------------------- ----------------------- ---------------------
  <S>                             <C>                     <C>                    <C>                      <C>
  2000 EMPLOYEE STOCK OPTION      1,500,000 shares        $2.375  (2)            $ 3,562,500              $941.00
  AND INCENTIVE 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 on the average of the
       high and low prices of the Common Stock on October 16, 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
  Company's Common Stock contained in the Registration Statement on Form 8-A,
  dated February 9, 2000, as filed with the Securities and Exchange Commission on
  February 10, 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, including the prospectus filed pursuant to Rule 424(b), 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 the Company's amended and restated certificate of incorporation
  provides that no director of the Company shall be personally liable to the
  Company or to its 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 its 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, the Company's 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.
  
  <PAGE>   3
  
       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 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.
  
  <TABLE>
  <S>           <C>
        3.1     Amended and Restated Certificate of Incorporation of the Company*
  
        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)
  </TABLE>
  -------------------
  
       * 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;
  
                                         3
  <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.
  
                                         4
  <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 October 18, 2000. FAIRMARKET, INC.
  
  
                                     By:  /s/ Eileen Rudden
                                         -----------------------------------------
                                         Eileen Rudden
                                         President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Eileen
  Rudden and Lisa McGrath, and each of them, as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for his or her 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 she or he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent 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/ Eileen Rudden                    President, Chief Executive Officer and           October 18, 2000
  -----------------------------        Director (Principal
  Eileen Rudden                        Executive Officer)
  
  /s/ James O'Neill                    Controller                                       October 18, 2000
  -----------------------------        (Principal Financial and Accounting Officer)
  James O'Neill
  
  
  /s/ Scott T. Randall                 Chairman and                                     October 18, 2000
  -----------------------------        Chairman of the Board of Directors
  Scott T. Randall
  
  /s/ Nanda Krish                      Director                                         October 18, 2000
  -----------------------------
  Nanda Krish
  
  /s/ Richard Pallan                   Director                                         October 18, 2000
  -----------------------------
  Richard Pallan
  </TABLE>
  
  <PAGE>   6
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
   EXHIBIT
   NUMBER                  DESCRIPTION
   -------                 -----------
  <S>                   <C>
     3.1                Amended and Restated Certificate of Incorporation of the Company*
  
     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)
  </TABLE>
  
  ------------
  * 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.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37089fms-8.txt", "description": "FAIRMARKET, INC.", "secsgml_size_bytes": 17058}]
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": "333-48170", "film-number": "742142"}, "business-address": {"street1": "500 UNICORN PARK DR", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "7813765600"}, "mail-address": {"street1": "500 UNICORN PARK DRIVE", "city": "WOBURN", "state": "MA", "zip": "01801"}}
text: 1
      As filed with the Securities and Exchange Commission on October 18, 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)
  
                    2000 EMPLOYEE STOCK OPTION AND INCENTIVE PLAN
  
                              (Full Title of the Plan)
                           -------------------------------
  
                                    EILEEN RUDDEN
                        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
  =======================================================================================================================
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE       AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING         AMOUNT OF
          REGISTERED              REGISTERED (1)             SHARE                  PRICE             REGISTRATION FEE
  ---------------------------- --------------------- ---------------------- ----------------------- ---------------------
  2000 EMPLOYEE STOCK OPTION      1,500,000 shares        $2.375  (2)            $ 3,562,500              $941.00
  AND INCENTIVE 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 on the average of the
       high and low prices of the Common Stock on October 16, 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
  Company's Common Stock contained in the Registration Statement on Form 8-A,
  dated February 9, 2000, as filed with the Securities and Exchange Commission on
  February 10, 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, including the prospectus filed pursuant to Rule 424(b), 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 the Company's amended and restated certificate of incorporation
  provides that no director of the Company shall be personally liable to the
  Company or to its 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 its 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, the Company's 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.
  3
  
       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 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 of the Company*
  
        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;
  
                                         3
  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.
  
                                         4
  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 October 18, 2000. FAIRMARKET, INC.
  
                                     By:  /s/ Eileen Rudden
                                         -----------------------------------------
                                         Eileen Rudden
                                         President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Eileen
  Rudden and Lisa McGrath, and each of them, as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for his or her 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 she or he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent 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/ Eileen Rudden                    President, Chief Executive Officer and           October 18, 2000
  -----------------------------        Director (Principal
  Eileen Rudden                        Executive Officer)
  
  /s/ James O'Neill                    Controller                                       October 18, 2000
  -----------------------------        (Principal Financial and Accounting Officer)
  James O'Neill
  
  /s/ Scott T. Randall                 Chairman and                                     October 18, 2000
  -----------------------------        Chairman of the Board of Directors
  Scott T. Randall
  
  /s/ Nanda Krish                      Director                                         October 18, 2000
  -----------------------------
  Nanda Krish
  
  /s/ Richard Pallan                   Director                                         October 18, 2000
  -----------------------------
  Richard Pallan
  6
  
                                    EXHIBIT INDEX
  EXHIBIT
   NUMBER                  DESCRIPTION
   -------                 -----------
  3.1                Amended and Restated Certificate of Incorporation of the Company*
  
     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.