content: <PAGE>   1
  
           As filed with the Securities and Exchange Commission on April 13, 2001
                                                       Registration No. 333-
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                ---------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                                  NetGenesis Corp.
               (Exact Name of Registrant as Specified in Its Charter)
  
                 DELAWARE                                     04-3236862
      (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                     Identification No.)
  
            ONE ALEWIFE CENTER,                                02140
         CAMBRIDGE MASSACHUSETTS                             (Zip Code)
  (Address of Principal Executive Offices)
  
                    NETGENESIS CORP. 2001 NONQUALIFIED STOCK PLAN
                              (Full Title of the Plan)
  
                                --------------------
  
                                Mr. Lawrence S. Bohn,
                        President and Chief Executive Officer
                                  NetGenesis Corp.
                                 One Alewife Center
                           Cambridge, Massachusetts 02140
                       (Name and Address of Agent For Service)
  
                                   (617) 665-9200
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                --------------------
  
                                   With Copies To:
                           John D. Patterson, Jr., Esquire
                            Robert W. Sweet, Jr., Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
                                --------------------
  
  
  
  <PAGE>   2
  
  <TABLE>
  <CAPTION>
  
                           CALCULATION OF REGISTRATION FEE
  
  --------------------------------------------------------------------------------------------------------------------
          TITLE OF                  AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
      SECURITIES TO BE              TO BE              OFFERING PRICE            AGGREGATE           REGISTRATION
         REGISTERED               REGISTERED             PER SHARE            OFFERING PRICE             FEE
  --------------------------------------------------------------------------------------------------------------------
  <S>                          <C>                       <C>                    <C>                      <C>
        common stock,
       $.001 par value         589,650 shares (1)        $3.338 (2)             $1,968,252               $493
  --------------------------------------------------------------------------------------------------------------------
        common stock,
       $.001 par value         410,350 shares (3)       $0.9375 (4)               $384,704               $97
  --------------------------------------------------------------------------------------------------------------------
            Total                                                                                        $590
  --------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
           (1) Represents shares of common stock issuable upon exercise of stock
  options outstanding under the NetGenesis 2001 Nonqualified Stock Plan (the "2001
  Stock Plan").
  
           (2) Calculated pursuant to Rule 457(h)(1) under the Securities Act of
  1933 based on the weighted average exercise price per share of the options
  outstanding under the 2001 Stock Plan.
  
           (3) Represents shares of common stock issuable upon exercise of stock
  options available for grant pursuant to 2001 Stock Plan.
  
           (4) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities
  Act of 1933 based on the average of the high and low sale prices of the common
  stock as reported on the Nasdaq National Market on April 6, 2001.
  
  
  ================================================================================
  
                                       - 2 -
  <PAGE>   3
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the registrant with the Securities and
  Exchange Commission are incorporated by reference in this registration
  statement:
  
           (a)      The registrant's annual report on Form 10-K for the year ended
                    December 31, 2000.
  
           (b)      The description of the registrant's common stock contained in
                    the registration statement on Form 8-A filed with the
                    Securities and Exchange Commission on February 25, 2000 under
                    Section 12 of the Securities Exchange Act of 1934, including
                    any amendment or report filed for the purpose of updating that
                    description.
  
           All 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 securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this registration statement and to be a part
  hereof from the dates of filing of those documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the securities registered hereby is being passed upon
  for the registrant by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the General Corporation Law of the State of Delaware
  provides that a corporation has the power to indemnify a director, officer,
  employee or agent of the corporation and certain other persons serving at the
  request of the corporation in related capacities against amounts paid and
  expenses incurred in connection with an action or proceeding to which he is or
  is threatened to be made a party by reason of such position, if such person
  shall have acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation, and, in any criminal
  proceeding, if such person had no reasonable cause to believe his conduct was
  unlawful, provided that, in the case of actions brought by or in the right of
  the corporation, no indemnification shall be made with respect to any matter as
  to which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the adjudicating court determines that such
  indemnification is proper under the circumstances.
  
           Article SEVENTH of the registrant's amended and restated certificate of
  incorporation provides that the registrant shall indemnify each person who at
  any time is, or shall have been a director or officer of the registrant, and is
  threatened to be or is made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative, by reason of the fact that he is, or was, a director or officer
  of the registrant, or served at the request of the registrant as a director,
  officer, employee, trustee, or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement incurred in connection
  with any such action, suit or proceeding to the maximum extent permitted by the
  General Corporation Law of Delaware.
  
           Article SEVENTH of the certificate of incorporation further provides
  that the indemnification provided therein is not exclusive of any other rights
  of indemnification to which any such director or officer may be entitled, under
  any by-law, agreement, vote of directors or stockholders or otherwise.
  
  
                                       - 3 -
  <PAGE>   4
  
           Article NINTH of the certificate of incorporation provides that to the
  maximum extent permitted by the General Corporation Law of Delaware as the same
  exists or may hereafter be amended, no director shall be personally liable to
  the registrant or its stockholders for monetary damages arising out of a breach
  of his fiduciary duty as a director.
  
           The registrant has a directors and officers liability insurance policy
  that insures the registrant's directors and officers against certain
  liabilities.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  EXHIBIT
  NUMBER      DESCRIPTION
  -------     -----------
  
  4.1*        Amended and restated certificate of incorporation of the registrant.
  4.2*        Amended and restated by-laws of the registrant.
  4.3*        Specimen certificate for common stock of registrant.
  4.4         NetGenesis Corp. 2001 Nonqualified Stock Plan.
  5.1         Opinion of Foley, Hoag & Eliot LLP.
  23.1        Consent of Foley, Hoag & Eliot LLP (contained in Exhibit 5.1).
  23.2        Consent of PricewaterhouseCoopers LLP.
  24.1        Power of attorney (contained on the signature page of this
              Registration Statement).
  
  * Incorporated by reference to the registrant's registration statement on Form
  S-1, file number 333-93335, as declared effective by the Securities and Exchange
  Commission on February 28, 2000.
  
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned 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 of 1933:
  
                    (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. 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 maximum 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 20 percent change in the
  maximum aggregate offering price set forth in the "Calculation of Registration
  Fee" table in the effective 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; provided,
  however, that paragraphs (a)(1)(i) and (a)(1)(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 Securities
  Exchange Act of 1934 that are incorporated by reference in the registration
  statement.
  
                                       - 4 -
  <PAGE>   5
  
                    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.
  
                    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.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 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.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 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 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 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 Act and will be governed by the final adjudication of
  such issue.
  
  
                                       - 5 -
  <PAGE>   6
  
  
                                     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 the City of Cambridge, Massachusetts, on this 13th day of April,
  2001
  
                                         NETGENESIS CORP.
  
  
                                         By:  /s/ Christopher Hanson
                                             -------------------------------------
  
                                         Christopher Hanson
                                         Chief Financial Officer, Executive Vice
                                         President and Treasurer
  
  
  
                                       - 6 -
  <PAGE>   7
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Lawrence S. Bohn and Christopher Hanson,
  and each of them, his or her true and lawful attorneys-in-fact and agents with
  full power of substitution, for him or her and in his or her name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this registration statement, and to file the same,
  with all exhibits thereto, and all documents in connection therewith, with the
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing which
  they, or any of them, may deem necessary or advisable to be done in connection
  with this registration statement, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or any substitute or substitutes
  for him, any or all of them, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the indicated capacities
  as of April 13, 2001.
  
  
  <TABLE>
  <CAPTION>
  
                SIGNATURE                                          TITLE
                ---------                                          -----
  <S>                                        <C>
  /s/ Lawrence S. Bohn                       Chairman of the Board, President and
  --------------------------------------     Chief Executive Officer (Principal Executive
  Lawrence S. Bohn                           Officer)
  
  
  /s/ Christopher Hanson                     Chief Financial Officer, Executive Vice
  --------------------------------------     President and Treasurer (Principal Financial
  Christopher Hanson                         Officer)
  
  
  /s/ Paul Fitzgerald                        Vice President, Finance (Principal Accounting
  --------------------------------------     Officer)
  Paul Fitzgerald
  
  
   /s/ Kathleen L. Biro                      Director
  --------------------------------------
   Kathleen L. Biro
  
  
  /s/ Ted R. Dintersmith                     Director
  --------------------------------------
   Ted R. Dintersmith
  
  
  /s/ Robert N. Goldman                      Director
  --------------------------------------
   Robert N. Goldman
  
  
  /s/ Rory O'Driscoll                        Director
  --------------------------------------
  Rory O'Driscoll
  
  
  /s/ Stephen J. Ricci                       Director
  --------------------------------------
  Stephen J. Ricci
  
  </TABLE>
  
                                       - 7 -
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER     DESCRIPTION
  ------     -----------
  
  4.1*       Amended and restated certificate of incorporation of the registrant.
  4.2*       Amended and restated by-laws of the registrant.
  4.3*       Specimen certificate for common stock of registrant.
  4.4        NetGenesis Corp. 2001 Nonqualified Stock Plan.
  5.1        Opinion of Foley, Hoag & Eliot LLP.
  23.1       Consent of Foley, Hoag & Eliot LLP (contained in Exhibit 5.1).
  23.2       Consent of PricewaterhouseCoopers LLP.
  24.1       Power of attorney (contained on the signature page of this
             Registration Statement).
  
  * Incorporated by reference to the registrant's registration statement on Form
  S-1, file number 333-93335, as declared effective by the Securities and Exchange
  Commission on February 28, 2000.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b38969ncs-8.txt", "description": "NETGENESIS CORP", "secsgml_size_bytes": 18708}]
metadata_filer: {"company-data": {"conformed-name": "NET GENESIS CORP", "cik": "0001004874", "assigned-sic": "7372", "irs-number": "043236862", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58924", "film-number": "1602337"}, "business-address": {"street1": "ONE ALEWIFE CENTER", "city": "CAMBRIDGE", "state": "MA", "zip": "02140", "phone": "6176659200"}, "mail-address": {"street1": "ONE ALEWIFE CENTER", "city": "CAMBRIDGE", "state": "MA", "zip": "02140"}}
text: 1
  
           As filed with the Securities and Exchange Commission on April 13, 2001
                                                       Registration No. 333-
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                ---------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                                  NetGenesis Corp.
               (Exact Name of Registrant as Specified in Its Charter)
  
                 DELAWARE                                     04-3236862
      (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                     Identification No.)
  
            ONE ALEWIFE CENTER,                                02140
         CAMBRIDGE MASSACHUSETTS                             (Zip Code)
  (Address of Principal Executive Offices)
  
                    NETGENESIS CORP. 2001 NONQUALIFIED STOCK PLAN
                              (Full Title of the Plan)
  
                                --------------------
  
                                Mr. Lawrence S. Bohn,
                        President and Chief Executive Officer
                                  NetGenesis Corp.
                                 One Alewife Center
                           Cambridge, Massachusetts 02140
                       (Name and Address of Agent For Service)
  
                                   (617) 665-9200
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                --------------------
  
                                   With Copies To:
                           John D. Patterson, Jr., Esquire
                            Robert W. Sweet, Jr., Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
                                --------------------
  2
  CALCULATION OF REGISTRATION FEE
  
  --------------------------------------------------------------------------------------------------------------------
          TITLE OF                  AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
      SECURITIES TO BE              TO BE              OFFERING PRICE            AGGREGATE           REGISTRATION
         REGISTERED               REGISTERED             PER SHARE            OFFERING PRICE             FEE
  --------------------------------------------------------------------------------------------------------------------
  common stock,
       $.001 par value         589,650 shares (1)        $3.338 (2)             $1,968,252               $493
  --------------------------------------------------------------------------------------------------------------------
        common stock,
       $.001 par value         410,350 shares (3)       $0.9375 (4)               $384,704               $97
  --------------------------------------------------------------------------------------------------------------------
            Total                                                                                        $590
  --------------------------------------------------------------------------------------------------------------------
  (1) Represents shares of common stock issuable upon exercise of stock
  options outstanding under the NetGenesis 2001 Nonqualified Stock Plan (the "2001
  Stock Plan").
  
           (2) Calculated pursuant to Rule 457(h)(1) under the Securities Act of
  1933 based on the weighted average exercise price per share of the options
  outstanding under the 2001 Stock Plan.
  
           (3) Represents shares of common stock issuable upon exercise of stock
  options available for grant pursuant to 2001 Stock Plan.
  
           (4) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities
  Act of 1933 based on the average of the high and low sale prices of the common
  stock as reported on the Nasdaq National Market on April 6, 2001.
  
  ================================================================================
  
                                       - 2 -
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the registrant with the Securities and
  Exchange Commission are incorporated by reference in this registration
  statement:
  
           (a)      The registrant's annual report on Form 10-K for the year ended
                    December 31, 2000.
  
           (b)      The description of the registrant's common stock contained in
                    the registration statement on Form 8-A filed with the
                    Securities and Exchange Commission on February 25, 2000 under
                    Section 12 of the Securities Exchange Act of 1934, including
                    any amendment or report filed for the purpose of updating that
                    description.
  
           All 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 securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this registration statement and to be a part
  hereof from the dates of filing of those documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the securities registered hereby is being passed upon
  for the registrant by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the General Corporation Law of the State of Delaware
  provides that a corporation has the power to indemnify a director, officer,
  employee or agent of the corporation and certain other persons serving at the
  request of the corporation in related capacities against amounts paid and
  expenses incurred in connection with an action or proceeding to which he is or
  is threatened to be made a party by reason of such position, if such person
  shall have acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation, and, in any criminal
  proceeding, if such person had no reasonable cause to believe his conduct was
  unlawful, provided that, in the case of actions brought by or in the right of
  the corporation, no indemnification shall be made with respect to any matter as
  to which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the adjudicating court determines that such
  indemnification is proper under the circumstances.
  
           Article SEVENTH of the registrant's amended and restated certificate of
  incorporation provides that the registrant shall indemnify each person who at
  any time is, or shall have been a director or officer of the registrant, and is
  threatened to be or is made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative, by reason of the fact that he is, or was, a director or officer
  of the registrant, or served at the request of the registrant as a director,
  officer, employee, trustee, or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement incurred in connection
  with any such action, suit or proceeding to the maximum extent permitted by the
  General Corporation Law of Delaware.
  
           Article SEVENTH of the certificate of incorporation further provides
  that the indemnification provided therein is not exclusive of any other rights
  of indemnification to which any such director or officer may be entitled, under
  any by-law, agreement, vote of directors or stockholders or otherwise.
  
                                       - 3 -
  4
  
           Article NINTH of the certificate of incorporation provides that to the
  maximum extent permitted by the General Corporation Law of Delaware as the same
  exists or may hereafter be amended, no director shall be personally liable to
  the registrant or its stockholders for monetary damages arising out of a breach
  of his fiduciary duty as a director.
  
           The registrant has a directors and officers liability insurance policy
  that insures the registrant's directors and officers against certain
  liabilities.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  EXHIBIT
  NUMBER      DESCRIPTION
  -------     -----------
  
  4.1*        Amended and restated certificate of incorporation of the registrant.
  4.2*        Amended and restated by-laws of the registrant.
  4.3*        Specimen certificate for common stock of registrant.
  4.4         NetGenesis Corp. 2001 Nonqualified Stock Plan.
  5.1         Opinion of Foley, Hoag & Eliot LLP.
  23.1        Consent of Foley, Hoag & Eliot LLP (contained in Exhibit 5.1).
  23.2        Consent of PricewaterhouseCoopers LLP.
  24.1        Power of attorney (contained on the signature page of this
              Registration Statement).
  
  * Incorporated by reference to the registrant's registration statement on Form
  S-1, file number 333-93335, as declared effective by the Securities and Exchange
  Commission on February 28, 2000.
  
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned 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 of 1933:
  
                    (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. 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 maximum 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 20 percent change in the
  maximum aggregate offering price set forth in the "Calculation of Registration
  Fee" table in the effective 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; provided,
  however, that paragraphs (a)(1)(i) and (a)(1)(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 Securities
  Exchange Act of 1934 that are incorporated by reference in the registration
  statement.
  
                                       - 4 -
  5
  
                    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.
  
                    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.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 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.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 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 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 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 Act and will be governed by the final adjudication of
  such issue.
  
                                       - 5 -
  6
  
                                     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 the City of Cambridge, Massachusetts, on this 13th day of April,
  2001
  
                                         NETGENESIS CORP.
  
                                         By:  /s/ Christopher Hanson
                                             -------------------------------------
  
                                         Christopher Hanson
                                         Chief Financial Officer, Executive Vice
                                         President and Treasurer
  
                                       - 6 -
  7
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Lawrence S. Bohn and Christopher Hanson,
  and each of them, his or her true and lawful attorneys-in-fact and agents with
  full power of substitution, for him or her and in his or her name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this registration statement, and to file the same,
  with all exhibits thereto, and all documents in connection therewith, with the
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing which
  they, or any of them, may deem necessary or advisable to be done in connection
  with this registration statement, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or any substitute or substitutes
  for him, any or all of them, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the indicated capacities
  as of April 13, 2001.
  SIGNATURE                                          TITLE
                ---------                                          -----
  /s/ Lawrence S. Bohn                       Chairman of the Board, President and
  --------------------------------------     Chief Executive Officer (Principal Executive
  Lawrence S. Bohn                           Officer)
  
  /s/ Christopher Hanson                     Chief Financial Officer, Executive Vice
  --------------------------------------     President and Treasurer (Principal Financial
  Christopher Hanson                         Officer)
  
  /s/ Paul Fitzgerald                        Vice President, Finance (Principal Accounting
  --------------------------------------     Officer)
  Paul Fitzgerald
  
   /s/ Kathleen L. Biro                      Director
  --------------------------------------
   Kathleen L. Biro
  
  /s/ Ted R. Dintersmith                     Director
  --------------------------------------
   Ted R. Dintersmith
  
  /s/ Robert N. Goldman                      Director
  --------------------------------------
   Robert N. Goldman
  
  /s/ Rory O'Driscoll                        Director
  --------------------------------------
  Rory O'Driscoll
  
  /s/ Stephen J. Ricci                       Director
  --------------------------------------
  Stephen J. Ricci
  - 7 -
  8
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER     DESCRIPTION
  ------     -----------
  
  4.1*       Amended and restated certificate of incorporation of the registrant.
  4.2*       Amended and restated by-laws of the registrant.
  4.3*       Specimen certificate for common stock of registrant.
  4.4        NetGenesis Corp. 2001 Nonqualified Stock Plan.
  5.1        Opinion of Foley, Hoag & Eliot LLP.
  23.1       Consent of Foley, Hoag & Eliot LLP (contained in Exhibit 5.1).
  23.2       Consent of PricewaterhouseCoopers LLP.
  24.1       Power of attorney (contained on the signature page of this
             Registration Statement).
  
  * Incorporated by reference to the registrant's registration statement on Form
  S-1, file number 333-93335, as declared effective by the Securities and Exchange
  Commission on February 28, 2000.