content: <PAGE>
  As filed with the Securities and Exchange Commission on October 31, 2002.
                                                          Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                   NETEGRITY, INC.
                 (Exact name of issuer as specified in its charter)
  
                 Delaware                             04-2911320
       (State of Incorporation)           (IRS Employer Identification Number)
  
                         52 Second Avenue, Waltham, MA 02451
                      (Address of Principal Executive Offices)
  
                                    781-890-1700
                (Registrant's telephone number, including area code)
  
              NETEGRITY, INC. 2001 INTERIM GENERAL STOCK INCENTIVE PLAN
                              (Full title of the Plan)
  
                                    Colette Cooke
                         Vice President and General Counsel
                                   Netegrity, Inc.
                                  52 Second Avenue
                                  Waltham, MA 02451
                                   (781) 890-1700
              (Name, address and telephone number of agent for service)
  <PAGE>
                          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(2)                Price(2)         Registration Fee(2)
  
  <S>                            <C>                  <C>                   <C>                     <C>
  Common Stock                   588,900              $ 2.02                $1,189,578               $109.44
  Par value $.01 per share        11,100              $12.60                $  139,860               $ 12.87
                                 -------              ------                ----------               -------
                                 600,000                                    $1,329,438               $122.31
  </TABLE>
  
  (1)  Also registered hereunder are such additional number of shares of Common
  Stock, presently indeterminable, as may be necessary to satisfy the antidilution
  provisions of the Plan to which this Registration Statement relates.
  
  (2)  Computed in accordance with Rule 457(h) under the Securities Act solely for
  the purpose of calculating the registration fee. The registration fee has been
  calculated with respect to 588,900 of the shares registered on the basis of the
  average of the high and low price as reported on the Nasdaq National Market
  ("NASDAQ"), calculated at $2.02 on October 25, 2002 and with respect to the
  remaining 11,100 shares registered on the basis of the price at which options
  may be exercised.
  <PAGE>
                                  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
       Netegrity, Inc. ("Netegrity") hereby incorporates by reference the
  documents listed in (a) through (c) below. In addition, all documents
  subsequently filed by Netegrity pursuant to Section 13(a), 13(c), 14 and 15(d)
  of the Securities Exchange Act of 1934 (prior to 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
  thereof from the date of filing of such documents.
  
       (a)  Netegrity's latest annual report filed pursuant to Section 13 or 15(d)
  of the Securities Exchange Act of 1934 or the latest Prospectus filed pursuant
  to Rule 424(b) under the Securities Act of 1933, which contains either directly
  or by incorporation by reference, audited financial statements for Netegrity's
  latest fiscal year for which such statements have been filed.
  
       (b)  All of the reports filed by Netegrity pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
  covered by the annual report or the Prospectus referred to in (a) above.
  
       (c)  The description of Netegrity's Common Stock which is contained in the
  Registration Statement filed by Netegrity under the Securities Exchange Act of
  1934, including any amendment or report filed for the purpose of updating such
  description.
  
       The financial statements for the fiscal year ended December 31, 2001,
  incorporated by reference in this registration statement were audited by
  Netegrity's former independent auditors, Arthur Andersen LLP ("Andersen").
  Effective June 20, 2002, Netegrity's Board of Directors engaged KPMG LLP as its
  independent auditors and dismissed Andersen. Netegrity would ordinarily be
  required to obtain the consent of Andersen to the incorporation by reference
  into this registration statement of Andersen's report with respect to its
  financial statements for the year ended December 31, 2001. However, Andersen was
  indicted and found guilty of federal obstruction of justice charges and is no
  longer able to provide such consent. Under these circumstances, Rule 437a
  promulgated under the Securities Act of 1933, as amended, permits Netegrity to
  file this registration statement without a written consent from Andersen. The
  absence of Andersen's consent may limit a security holder's recovery on certain
  claims. In particular, and without limitation, a person who acquires shares of
  Netegrity will not be able to assert claims against Andersen under Section 11 of
  the Securities Act of 1933 if this prospectus contains financial statements
  audited by Andersen that include an untrue statement of material fact or omit to
  state a material fact necessary to make other disclosure in those financial
  statements not misleading. In addition, the ability of Andersen to satisfy any
  claims (including claims arising from Andersen's provision of auditing and other
  services to Netegrity) may be limited as a practical matter due to recent events
  regarding Andersen.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
  Inapplicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       The validity of the authorization and issuance of the Common Stock offered
  hereby will be passed upon for Netegrity by Hutchins, Wheeler & Dittmar, A
  Professional Corporation, Boston, Massachusetts.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       The Delaware General Corporate Law and Netegrity's Certificate of
  Incorporation and By-Laws allow for indemnification of Netegrity's directors and
  officers for liabilities and expenses that they may incur in such capacities. In
  general, directors and officers are indemnified with respect to actions taken in
  good faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of Netegrity, and with respect to any criminal action or proceeding,
  actions that the indemnitee has no reasonable cause to believe were unlawful.
  
       Article V of the Amended By-Laws of Netegrity provides as follows:
  
  
                                        II-1
  <PAGE>
  
                                      Article V
  
                                   INDEMNIFICATION
  
       SECTION 5.1 THIRD PARTY ACTIONS. The Corporation shall indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the right of the
  Corporation) by reason of the fact that he is or was a Director, officer,
  employee or agent of the Corporation, or is or was serving at the request of the
  Corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise (each an "Indemnitee"),
  against expenses (including attorney's fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding.
  
       SECTION 5.2 DERIVATIVE ACTIONS. The Corporation shall indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action or suit by or in the right of the Corporation to
  procure a judgment in its favor by reason of the fact that he is or was a
  Director, officer, employee or agent of the Corporation, or is or was serving at
  the request of the Corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees) actually and reasonably incurred by
  him in connection with the defense or settlement of such action or suit.
  
       SECTION 5.3 EXPENSES. To the extent that a Director, officer, employee or
  agent of the Corporation has been successful on the merits or otherwise in
  defense of any action, suit or proceeding referred to in Sections 5.1 and 5.2,
  or in defense of any claim, issue or matter therein, he shall be indemnified
  against expenses (including attorneys' fees) actually and reasonably incurred by
  him in connection therewith.
  
       SECTION 5.4 AUTHORIZATION AND REQUEST FOR INDEMNIFICATION.
  
       (a)  Any indemnification requested by the Indemnitee under Section 5.1
  hereof shall be made no later than ten (10) days after receipt of the written
  request of the Indemnitee, unless it shall have been adjudicated by a court of
  final determination that the Indemnitee did not act in good faith and in a
  manner he reasonably believed to be in, or not opposed to, the best interests of
  the Corporation, and with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.
  
       (b)  Any indemnification requested by the Indemnitee under Section 5.2
  hereof shall be made no later than ten (10) days after receipt of the written
  request of the Indemnitee, unless it shall have been adjudicated by a court of
  final determination that the Indemnitee did not act in good faith and in a
  manner he reasonably believed to be in, or not opposed to, the best interests of
  the Corporation, the Indemnitee shall have been finally adjudged to be liable to
  the Company by a court of competent jurisdiction due to willful misconduct of a
  culpable nature in the performance of the Indemnitee's duty to the Corporation
  unless and only to the extent that any court in which such proceeding was
  brought shall determine upon application that despite the adjudication of
  liability, but in view of all the circumstances of the case, such person is
  fairly and reasonably entitled to indemnity for such expenses as such court
  shall deem proper.
  
       SECTION 5.5 ADVANCE PAYMENT OF EXPENSES. Subject to Section 5.4 above, the
  Corporation shall advance all expenses incurred by the Indemnitee in connection
  with the investigation, defense, settlement or appeal of any proceeding to which
  the Indemnitee is a party or is threatened to be made a party by reason of the
  fact that the Indemnitee is or was an agent of the Corporation. The Indemnitee
  hereby undertakes to repay such amounts advanced only if, and to the extent
  that, it shall ultimately be determined that the Indemnitee is not entitled to
  be indemnified by the Corporation. The advances to be made hereunder shall be
  paid by the Corporation to or on behalf of the Indemnitee within 30 days
  following delivery of a written request therefor by the Indemnitee to the
  Corporation.
  
       SECTION 5.6 NON-EXCLUSIVENESS. The indemnification provided by this Article
  V shall not be deemed exclusive of any other rights to which those seeking
  indemnification may be entitled under any by-law, agreement, vote of
  stockholders or disinterested Directors or otherwise, both as to action in his
  official capacity and as to action in another capacity while holding such
  office, and shall continue as to a person who has ceased to be a Director,
  officer, employee or agent and shall inure to the benefit of the heirs,
  executors and administrators of such a person.
  
  
                                        II-2
  <PAGE>
  
       SECTION 5.7 INSURANCE. The Corporation shall have power to purchase and
  maintain insurance on behalf of any person who is or was a Director, officer,
  employee or agent of the Corporation, or is or was serving at the request of the
  Corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in any such capacity, or arising out of
  his status as such, whether or not the Corporation would have the power to
  indemnify him against such liability under the provisions of this Article V.
  
       SECTION 5.8 CONSTITUENT CORPORATIONS. The Corporation shall have power to
  indemnify any person who is or was a director, officer, employee or agent of a
  constituent corporation absorbed in a consolidation or merger with this
  Corporation or is or was serving at the request of such constituent corporation
  as a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise, in the same manner as hereinabove
  provided for any person who is or was a Director, officer, employee or agent of
  the Corporation, or is or was serving at the request of the Corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise.
  
       SECTION 5.9 ADDITIONAL INDEMNIFICATION. In addition to the foregoing
  provisions of this Article V, the Corporation shall have the power, to the full
  extent provided by law, to indemnify any person for any act or omission of such
  person against all loss, cost, damage and expense (including attorney's fees) if
  such person is determined (in the manner prescribed in Section 5.4 hereof) to
  have acted in good faith and in a manner he reasonably believed to be in, or not
  opposed to, the best interest of the Corporation.
  
       The Delaware General Corporation Law and Netegrity's Amended and Restated
  By-laws provide for indemnification of Netegrity's directors and officers for
  liabilities and expenses that they may incur in such capacities. In general,
  directors and officers are indemnified with respect to actions taken in good
  faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of Netegrity, and with respect to any criminal action or proceeding,
  actions that the indemnitee has no reasonable choice to believe were unlawful.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
  Not applicable.
  
  ITEM 8. EXHIBITS
  
  Number    Description
  
  4.1       2001 Interim General Stock Incentive Plan
  
  5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
  
  23.1      Consent of PricewaterhouseCoopers LLP.
  
  23.2      Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
            (included in Exhibit 5.1).
  
  ITEM 9. UNDERTAKINGS
  
       The undersigned Registrant hereby undertakes the following:
  
       (a)  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 this Registration
                       Statement;
  
  
                                        II-3
  <PAGE>
  
                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in this
                       Registration Statement or any material change to such
                       information in this Registration Statement.
  
       Provided, however, that paragraphs (a)(l)(i) and (a)(l)(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 by the Registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this 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.
  
            (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 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 Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  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)  The undersigned Registrant hereby undertakes, that, 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 Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
  
                                        II-4
  <PAGE>
  
                                     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 Waltham, Massachusetts on October 30, 2002.
  
                                                 NETEGRITY, INC.
  
                                                 By /s/ Barry N. Bycoff
                                                 ---------------------------------
                                                 Barry N. Bycoff
                                                 Chief Executive Officer
  
       KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below constitutes and appoints Barry N. Bycoff and Regina O. Sommer and each of
  them acting without the other, his true and lawful attorney-in-fact and agent,
  with full power of substitution and resubstitution, for him or in his name,
  place and stead, in any and all capacities to sign any and all amendments or
  post-effective amendments to this Registration Statement, 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
  agents, full power and authority to do and perform each and every act and thing
  requisite or 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 his substitutes, 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 by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
        Signature                 Title                                              Date
  
  <S>                             <C>                                            <C>
  /s/Barry N. Bycoff              Chairman of the Board of Directors,            October 30, 2002
  ---------------------------     President, Chief Executive Officer and
  Barry N. Bycoff                 Director (principal executive officer)
  
  
  /s/ Regina O. Sommer            Vice President and Chief Financial Officer     October 30, 2002
  ---------------------------     (principal financial and accounting officer)
  Regina O. Sommer
  
  
  /s/ Paul F. Deninger            Director                                       October 30, 2002
  ---------------------------
  Paul F. Deninger
  
  
  /s/ Eric R. Giler               Director                                       October 30, 2002
  ---------------------------
  Eric R. Giler
  
  
  /s/ Lawrence D. Lenihan         Director                                       October 30, 2002
  ---------------------------
  Lawrence D. Lenihan
  
  
  /s/ Ralph B. Wagner             Director                                       October 30, 2002
  ---------------------------
  Ralph B. Wagner
  
  
  /s/ Michael L. Mark             Director                                       October 30, 2002
  ---------------------------
  Michael L. Mark
  </TABLE>
  
  
                                        II-5
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  Exhibit
  Number
  
  4.1        2001 Interim General Stock Incentive Plan
  
  5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
  
  23.1       Consent of PricewaterhouseCoopers LLP.
  
  23.2       Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
             (included in Exhibit 5.1).
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b44662s2sv8.txt", "description": "NETEGRITY INC.", "secsgml_size_bytes": 22922}]
metadata_filer: {"company-data": {"conformed-name": "NETEGRITY INC", "cik": "0000840824", "assigned-sic": "7372", "irs-number": "042911320", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100880", "film-number": "02804745"}, "business-address": {"street1": "245 WINTER ST", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178901700"}, "mail-address": {"street1": "245 WINTER STREET", "street2": "0", "city": "WALTHAM", "state": "MA", "zip": "02184"}, "former-company": {"former-conformed-name": "SOFTWARE DEVELOPERS CO INC/DE/", "date-changed": "19920703"}}
text: As filed with the Securities and Exchange Commission on October 31, 2002.
                                                          Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                   NETEGRITY, INC.
                 (Exact name of issuer as specified in its charter)
  
                 Delaware                             04-2911320
       (State of Incorporation)           (IRS Employer Identification Number)
  
                         52 Second Avenue, Waltham, MA 02451
                      (Address of Principal Executive Offices)
  
                                    781-890-1700
                (Registrant's telephone number, including area code)
  
              NETEGRITY, INC. 2001 INTERIM GENERAL STOCK INCENTIVE PLAN
                              (Full title of the Plan)
  
                                    Colette Cooke
                         Vice President and General Counsel
                                   Netegrity, Inc.
                                  52 Second Avenue
                                  Waltham, MA 02451
                                   (781) 890-1700
              (Name, address and telephone number of agent for service)
  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(2)                Price(2)         Registration Fee(2)
  Common Stock                   588,900              $ 2.02                $1,189,578               $109.44
  Par value $.01 per share        11,100              $12.60                $  139,860               $ 12.87
                                 -------              ------                ----------               -------
                                 600,000                                    $1,329,438               $122.31
  (1)  Also registered hereunder are such additional number of shares of Common
  Stock, presently indeterminable, as may be necessary to satisfy the antidilution
  provisions of the Plan to which this Registration Statement relates.
  
  (2)  Computed in accordance with Rule 457(h) under the Securities Act solely for
  the purpose of calculating the registration fee. The registration fee has been
  calculated with respect to 588,900 of the shares registered on the basis of the
  average of the high and low price as reported on the Nasdaq National Market
  ("NASDAQ"), calculated at $2.02 on October 25, 2002 and with respect to the
  remaining 11,100 shares registered on the basis of the price at which options
  may be exercised.
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
       Netegrity, Inc. ("Netegrity") hereby incorporates by reference the
  documents listed in (a) through (c) below. In addition, all documents
  subsequently filed by Netegrity pursuant to Section 13(a), 13(c), 14 and 15(d)
  of the Securities Exchange Act of 1934 (prior to 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
  thereof from the date of filing of such documents.
  
       (a)  Netegrity's latest annual report filed pursuant to Section 13 or 15(d)
  of the Securities Exchange Act of 1934 or the latest Prospectus filed pursuant
  to Rule 424(b) under the Securities Act of 1933, which contains either directly
  or by incorporation by reference, audited financial statements for Netegrity's
  latest fiscal year for which such statements have been filed.
  
       (b)  All of the reports filed by Netegrity pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
  covered by the annual report or the Prospectus referred to in (a) above.
  
       (c)  The description of Netegrity's Common Stock which is contained in the
  Registration Statement filed by Netegrity under the Securities Exchange Act of
  1934, including any amendment or report filed for the purpose of updating such
  description.
  
       The financial statements for the fiscal year ended December 31, 2001,
  incorporated by reference in this registration statement were audited by
  Netegrity's former independent auditors, Arthur Andersen LLP ("Andersen").
  Effective June 20, 2002, Netegrity's Board of Directors engaged KPMG LLP as its
  independent auditors and dismissed Andersen. Netegrity would ordinarily be
  required to obtain the consent of Andersen to the incorporation by reference
  into this registration statement of Andersen's report with respect to its
  financial statements for the year ended December 31, 2001. However, Andersen was
  indicted and found guilty of federal obstruction of justice charges and is no
  longer able to provide such consent. Under these circumstances, Rule 437a
  promulgated under the Securities Act of 1933, as amended, permits Netegrity to
  file this registration statement without a written consent from Andersen. The
  absence of Andersen's consent may limit a security holder's recovery on certain
  claims. In particular, and without limitation, a person who acquires shares of
  Netegrity will not be able to assert claims against Andersen under Section 11 of
  the Securities Act of 1933 if this prospectus contains financial statements
  audited by Andersen that include an untrue statement of material fact or omit to
  state a material fact necessary to make other disclosure in those financial
  statements not misleading. In addition, the ability of Andersen to satisfy any
  claims (including claims arising from Andersen's provision of auditing and other
  services to Netegrity) may be limited as a practical matter due to recent events
  regarding Andersen.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
  Inapplicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       The validity of the authorization and issuance of the Common Stock offered
  hereby will be passed upon for Netegrity by Hutchins, Wheeler & Dittmar, A
  Professional Corporation, Boston, Massachusetts.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       The Delaware General Corporate Law and Netegrity's Certificate of
  Incorporation and By-Laws allow for indemnification of Netegrity's directors and
  officers for liabilities and expenses that they may incur in such capacities. In
  general, directors and officers are indemnified with respect to actions taken in
  good faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of Netegrity, and with respect to any criminal action or proceeding,
  actions that the indemnitee has no reasonable cause to believe were unlawful.
  
       Article V of the Amended By-Laws of Netegrity provides as follows:
  
                                        II-1
  Article V
  
                                   INDEMNIFICATION
  
       SECTION 5.1 THIRD PARTY ACTIONS. The Corporation shall indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the right of the
  Corporation) by reason of the fact that he is or was a Director, officer,
  employee or agent of the Corporation, or is or was serving at the request of the
  Corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise (each an "Indemnitee"),
  against expenses (including attorney's fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding.
  
       SECTION 5.2 DERIVATIVE ACTIONS. The Corporation shall indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action or suit by or in the right of the Corporation to
  procure a judgment in its favor by reason of the fact that he is or was a
  Director, officer, employee or agent of the Corporation, or is or was serving at
  the request of the Corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees) actually and reasonably incurred by
  him in connection with the defense or settlement of such action or suit.
  
       SECTION 5.3 EXPENSES. To the extent that a Director, officer, employee or
  agent of the Corporation has been successful on the merits or otherwise in
  defense of any action, suit or proceeding referred to in Sections 5.1 and 5.2,
  or in defense of any claim, issue or matter therein, he shall be indemnified
  against expenses (including attorneys' fees) actually and reasonably incurred by
  him in connection therewith.
  
       SECTION 5.4 AUTHORIZATION AND REQUEST FOR INDEMNIFICATION.
  
       (a)  Any indemnification requested by the Indemnitee under Section 5.1
  hereof shall be made no later than ten (10) days after receipt of the written
  request of the Indemnitee, unless it shall have been adjudicated by a court of
  final determination that the Indemnitee did not act in good faith and in a
  manner he reasonably believed to be in, or not opposed to, the best interests of
  the Corporation, and with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.
  
       (b)  Any indemnification requested by the Indemnitee under Section 5.2
  hereof shall be made no later than ten (10) days after receipt of the written
  request of the Indemnitee, unless it shall have been adjudicated by a court of
  final determination that the Indemnitee did not act in good faith and in a
  manner he reasonably believed to be in, or not opposed to, the best interests of
  the Corporation, the Indemnitee shall have been finally adjudged to be liable to
  the Company by a court of competent jurisdiction due to willful misconduct of a
  culpable nature in the performance of the Indemnitee's duty to the Corporation
  unless and only to the extent that any court in which such proceeding was
  brought shall determine upon application that despite the adjudication of
  liability, but in view of all the circumstances of the case, such person is
  fairly and reasonably entitled to indemnity for such expenses as such court
  shall deem proper.
  
       SECTION 5.5 ADVANCE PAYMENT OF EXPENSES. Subject to Section 5.4 above, the
  Corporation shall advance all expenses incurred by the Indemnitee in connection
  with the investigation, defense, settlement or appeal of any proceeding to which
  the Indemnitee is a party or is threatened to be made a party by reason of the
  fact that the Indemnitee is or was an agent of the Corporation. The Indemnitee
  hereby undertakes to repay such amounts advanced only if, and to the extent
  that, it shall ultimately be determined that the Indemnitee is not entitled to
  be indemnified by the Corporation. The advances to be made hereunder shall be
  paid by the Corporation to or on behalf of the Indemnitee within 30 days
  following delivery of a written request therefor by the Indemnitee to the
  Corporation.
  
       SECTION 5.6 NON-EXCLUSIVENESS. The indemnification provided by this Article
  V shall not be deemed exclusive of any other rights to which those seeking
  indemnification may be entitled under any by-law, agreement, vote of
  stockholders or disinterested Directors or otherwise, both as to action in his
  official capacity and as to action in another capacity while holding such
  office, and shall continue as to a person who has ceased to be a Director,
  officer, employee or agent and shall inure to the benefit of the heirs,
  executors and administrators of such a person.
  
                                        II-2
  SECTION 5.7 INSURANCE. The Corporation shall have power to purchase and
  maintain insurance on behalf of any person who is or was a Director, officer,
  employee or agent of the Corporation, or is or was serving at the request of the
  Corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in any such capacity, or arising out of
  his status as such, whether or not the Corporation would have the power to
  indemnify him against such liability under the provisions of this Article V.
  
       SECTION 5.8 CONSTITUENT CORPORATIONS. The Corporation shall have power to
  indemnify any person who is or was a director, officer, employee or agent of a
  constituent corporation absorbed in a consolidation or merger with this
  Corporation or is or was serving at the request of such constituent corporation
  as a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise, in the same manner as hereinabove
  provided for any person who is or was a Director, officer, employee or agent of
  the Corporation, or is or was serving at the request of the Corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise.
  
       SECTION 5.9 ADDITIONAL INDEMNIFICATION. In addition to the foregoing
  provisions of this Article V, the Corporation shall have the power, to the full
  extent provided by law, to indemnify any person for any act or omission of such
  person against all loss, cost, damage and expense (including attorney's fees) if
  such person is determined (in the manner prescribed in Section 5.4 hereof) to
  have acted in good faith and in a manner he reasonably believed to be in, or not
  opposed to, the best interest of the Corporation.
  
       The Delaware General Corporation Law and Netegrity's Amended and Restated
  By-laws provide for indemnification of Netegrity's directors and officers for
  liabilities and expenses that they may incur in such capacities. In general,
  directors and officers are indemnified with respect to actions taken in good
  faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of Netegrity, and with respect to any criminal action or proceeding,
  actions that the indemnitee has no reasonable choice to believe were unlawful.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
  Not applicable.
  
  ITEM 8. EXHIBITS
  
  Number    Description
  
  4.1       2001 Interim General Stock Incentive Plan
  
  5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
  
  23.1      Consent of PricewaterhouseCoopers LLP.
  
  23.2      Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
            (included in Exhibit 5.1).
  
  ITEM 9. UNDERTAKINGS
  
       The undersigned Registrant hereby undertakes the following:
  
       (a)  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 this Registration
                       Statement;
  
                                        II-3
  (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in this
                       Registration Statement or any material change to such
                       information in this Registration Statement.
  
       Provided, however, that paragraphs (a)(l)(i) and (a)(l)(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 by the Registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this 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.
  
            (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 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 Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  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)  The undersigned Registrant hereby undertakes, that, 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 Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
                                        II-4
  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 Waltham, Massachusetts on October 30, 2002.
  
                                                 NETEGRITY, INC.
  
                                                 By /s/ Barry N. Bycoff
                                                 ---------------------------------
                                                 Barry N. Bycoff
                                                 Chief Executive Officer
  
       KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below constitutes and appoints Barry N. Bycoff and Regina O. Sommer and each of
  them acting without the other, his true and lawful attorney-in-fact and agent,
  with full power of substitution and resubstitution, for him or in his name,
  place and stead, in any and all capacities to sign any and all amendments or
  post-effective amendments to this Registration Statement, 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
  agents, full power and authority to do and perform each and every act and thing
  requisite or 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 his substitutes, 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 by the following persons in the
  capacities and on the dates indicated.
  Signature                 Title                                              Date
  /s/Barry N. Bycoff              Chairman of the Board of Directors,            October 30, 2002
  ---------------------------     President, Chief Executive Officer and
  Barry N. Bycoff                 Director (principal executive officer)
  
  /s/ Regina O. Sommer            Vice President and Chief Financial Officer     October 30, 2002
  ---------------------------     (principal financial and accounting officer)
  Regina O. Sommer
  
  /s/ Paul F. Deninger            Director                                       October 30, 2002
  ---------------------------
  Paul F. Deninger
  
  /s/ Eric R. Giler               Director                                       October 30, 2002
  ---------------------------
  Eric R. Giler
  
  /s/ Lawrence D. Lenihan         Director                                       October 30, 2002
  ---------------------------
  Lawrence D. Lenihan
  
  /s/ Ralph B. Wagner             Director                                       October 30, 2002
  ---------------------------
  Ralph B. Wagner
  
  /s/ Michael L. Mark             Director                                       October 30, 2002
  ---------------------------
  Michael L. Mark
  II-5
  INDEX TO EXHIBITS
  
  Exhibit
  Number
  
  4.1        2001 Interim General Stock Incentive Plan
  
  5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
  
  23.1       Consent of PricewaterhouseCoopers LLP.
  
  23.2       Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
             (included in Exhibit 5.1).