content: <PAGE>
      As filed with the Securities and Exchange Commission on August 29, 2002
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                           ASCENTIAL SOFTWARE CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                              94-3011736
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)
  
  50 WASHINGTON STREET, WESTBOROUGH, MA                            01581
  (Address of Principal Executive Offices)                       (Zip Code)
  
                        1998 NON-STATUTORY STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                    PETER GYENES
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           ASCENTIAL SOFTWARE CORPORATION
                                50 WASHINGTON STREET
                               WESTBOROUGH, MA 01581
                       (Name and Address of Agent For Service)
  
                                    508-366-3888
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     COPIES TO:
  
                  SCOTT N. SEMEL, ESQ.                    PHILIP P. ROSSETTI, ESQ.
  VICE PRESIDENT, LEGAL, GENERAL COUNSEL AND SECRETARY        HALE AND DORR LLP
             ASCENTIAL SOFTWARE CORPORATION                    60 STATE STREET
                  50 WASHINGTON STREET                        BOSTON, MA 02109
                  WESTBOROUGH, MA 01581                        (617) 526-6000
                     (508) 366-3888
  
  <TABLE>
  <CAPTION>
  
                                             CALCULATION OF REGISTRATION FEE
  
  ====================================================================================================================
  Title of Securities                               Proposed Maximum       Proposed Maximum
  to be  Registered           Amount to be         Offering Price Per     Aggregate Offering          Amount of
                             Registered(2)                Share                  Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                       <C>                    <C>                    <C>                     <C>
  Common Stock, $0.01
  par value per share       5,000,000 shares           $2.345(3)            $11,725,000(3)             $1,079
  (including the
  associated Common
  Stock Purchase
  Rights)(1)
  ====================================================================================================================
  </TABLE>
  
  (1)      This registration statement on Form S-8 (the "Registration Statement")
           also covers Common Stock Purchase Rights (the "Rights") which are
           presently attached to and trade with the common stock of Ascential
           Software Corporation (the "Registrant"), $0.01 par value per share (the
           "Common Stock"). Any value attributable to the Rights is reflected in
           the market price of the Common Stock.
  
  (2)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended (the "Securities Act"), this Registration Statement shall be
           deemed to cover any additional securities that may from time to time be
           offered or issued to prevent dilution resulting from stock splits,
           stock dividends or similar transactions.
  
  (3)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act and based
           upon the average of the high and low prices of the Registrant's Common
           Stock as reported on the Nasdaq National Market on August 27, 2002.
  <PAGE>
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1.  PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
           ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Commission. The
  following documents, which are on file with the Commission, are incorporated in
  this Registration Statement by reference:
  
           (a) The Registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
  Rule 424(b) under the Securities Act that contains audited financial statements
  for the Registrant's latest fiscal year for which such statements have been
  filed.
  
           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
           (c) The description of the securities contained in the Registrant's
  registration statements on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such 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 hereby 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
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
                                        - 1 -
  <PAGE>
  
           ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
           ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this Registration Statement.
  
           ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL")
  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 EIGHT of the Registrant's Restated Certificate of Incorporation
  (the "Restated Certificate"), provides for the indemnification of any director,
  officer, employee or agent of the Registrant and certain other persons serving
  at the request of the Registrant in related capacities to the fullest extent
  permissible under Delaware law, except that the Registrant is prohibited against
  the indemnification of any person from or on account of conduct which was
  finally adjudged to have been knowingly fraudulent, deliberately dishonest or
  willful misconduct.
  
           ARTICLE EIGHT further provides that, to the fullest extent permissible
  under Delaware law, no director of the Registrant shall be personally liable to
  the Registrant or its stockholders for monetary damages for breach of fiduciary
  duty as a director.
  
           ARTICLE VI of the Registrant's Restated Bylaws (the "Bylaws"), provides
  for the indemnification of each person who was or is made a party or threatened
  to be made a party to or is involved in any action, suit or proceeding, whether
  civil, criminal, administrative, investigative, or appellate ("Proceeding"), by
  reason of the fact that he or she is or was a director or officer of the
  Registrant and certain other persons serving at the request of the Registrant as
  a director or officer of another corporation, or of a partnership, joint
  venture, trust or other enterprise, including service with respect to employee
  benefit plans, whether the basis of such Proceeding is alleged action in an
  official capacity as a director or officer or in any other capacity while
  serving as a director or officer, against all expenses, liability and loss
  (including, without limitation, attorneys' fees, judgments, fines, ERISA excise
  taxes or penalties and amounts paid or to be paid in settlement) reasonably
  incurred or suffered by such person in connection therewith or in connection
  with the investigation, defense, settlement or appeal of such Proceeding, to the
  full extent not prohibited by the DGCL. Such indemnification shall continue as
  to a person who has ceased to be a director or officer and shall inure to the
  benefit of his or her heir, executor and administrators.
  
           ARTICLE VI further provides that, the Registrant may, to the extent
  authorized from time to time by its Board of Directors, grant rights to
  indemnification, and to the advancement of
  
                                       - 2 -
  <PAGE>
  
  expenses, to any employee or agent of the Registrant to the fullest extent
  indemnification and advancement of expenses is permitted to directors and
  officers of the Registrant.
  
           ARTICLE VI of the Bylaws further provides that the indemnification
  provided therein is not exclusive of any other right which such person may have
  or hereafter acquire under any statute, provision of the Restated Certificate or
  Bylaws, agreement, vote of stockholders or disinterested directors, insurance
  policy, or otherwise. Nothing shall limit in any way any right which the
  Registrant may have to make additional indemnifications with respect to the same
  or different persons or classes of persons.
  
           The Registrant has entered into indemnification agreements with each of
  its directors and executive officers, and intends to enter into indemnification
  agreements with any new directors and executive officers in the future. These
  agreements may require the Registrant, among other things, to indemnify such
  directors and officers against certain liabilities that may arise by reason of
  their status or service and to advance their expenses incurred as a result of
  any Proceeding against them as to which they could be indemnified.
  
           The general effect of the foregoing provisions may be to reduce the
  circumstances in which an officer or director of the Registrant may be required
  to bear the economic burden of the foregoing liabilities and expenses.
  
           The Registrant has purchased directors' and officers' liability
  insurance which would indemnify the directors and officers of the Registrant
  against damages arising out of certain kinds of claims which might be made
  against them based on their negligent acts or omissions while acting in their
  capacity as such.
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
           ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9.  UNDERTAKINGS.
  
           1.     ITEM 512(a) OF REGULATION S-K. 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;
  
                        (ii) To reflect in the prospectus any facts or events
           arising after the effective date of the registration statement (or the
           most recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the registration statement; and
  
                        (iii) To include any material information with respect to
           the plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;
  
                                       - 3 -
  <PAGE>
  
           provided, however, that paragraphs (i) and (ii) do not apply if the
           information required to be included in a post-effective amendment by
           those paragraphs is contained in periodic reports filed with or
           furnished to the Commission by the registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the registration statement.
  
                 (2) That, for the purpose of determining any liability
           under the Securities Act, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
                 (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.
  
           2. ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           3. ITEM 512(h) OF REGULATION S-K. Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
  
                                       - 4 -
  <PAGE>
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Westborough, Massachusetts, on this 29th day of August, 2002.
  
  
                                       ASCENTIAL SOFTWARE CORPORATION
  
                                       By: /s/ Robert McBride
                                           --------------------------
                                           Robert McBride
                                           Chief Financial Officer
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Ascential Software
  Corporation, hereby severally constitute and appoint Peter Gyenes, Robert
  McBride and Peter Fiore, and each of them singly, our true and lawful attorneys
  with full power to them, and each of them singly, to sign for us and in our
  names in the capacities indicated below, the Registration Statement on Form S-8
  filed herewith and any and all subsequent amendments to said Registration
  Statement, and generally to do all such things in our names and on our behalf in
  our capacities as officers and directors to enable Ascential Software
  Corporation to comply with the provisions of the Securities Act and all
  requirements of the Commission, hereby ratifying and confirming our signatures
  as they may be signed by our said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on this 29th day of August, 2002.
  
               SIGNATURE                              TITLE
               ---------                              -----
  
  /s/ Peter Gyenes                      Chief Executive Officer and Chairman of
  -------------------------------       the Board of Directors (Principal
  Peter Gyenes                          executive officer)
  
  /s/ Robert McBride                    Chief Financial Officer (Principal
  -------------------------------       financial and accounting officer)
  Robert McBride
  
  /s/ David Ellenberger                 Director
  -------------------------------
  David Ellenberger
  
  /s/ John Gavin                        Director
  -------------------------------
  John Gavin
  
                                        Director
  -------------------------------
  William J. Weyand
  
  /s/ Robert Morrill                    Director
  -------------------------------
  Robert Morrill
  
  
                                        - 5 -
  <PAGE>
                                  INDEX TO EXHIBITS
  
  NUMBER       DESCRIPTION
  ------       -----------
  
   4.1(1)      Restated Certificate of Incorporation of the Registrant
  
   4.2(1)      Restated Bylaws of the Registrant
  
   4.3(2)      First Amended and Restated Rights Agreement, dated as of August
               12, 1997, between Informix Corporation and BankBoston N.A.
  
   4.4(3)      Amendment No. 1 to the First Amended and Restated Rights Agreement,
               dated as of November 17, 1997, between Informix Corporation and
               BankBoston N.A.
  
   4.5(4)      Amendment No. 2 to the First Amended and Restated Rights Agreement,
               dated as of April 26, 2002, between the Registrant and EquiServe
               Trust Company, N.A.
  
   5.1         Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  23.2         Consent of KPMG LLP
  
  23.3         Consent of Deloitte & Touche LLP
  
  24.1         Power of attorney (included on the signature pages of this
               Registration Statement)
  
  ------------
  
  (1)      Previously filed with the Commission as an Exhibit to the Registrant's
           annual report on Form 10-K for the fiscal year ended December 31, 2001
           and incorporated herein by reference.
  
  (2)      Previously filed with the Commission as an Exhibit to an amendment to
           Informix Corporation's registration statement on Form 8-A/A, filed on
           September 3, 1997, and incorporated herein by reference.
  
  (3)      Previously filed with the Commission as an Exhibit to an amendment to
           Informix Corporation's registration statement on Form 8-A/A, filed on
           December 3, 1997, and incorporated herein by reference.
  
  (4)      Previously filed with the Commission as an Exhibit to an amendment to
           the Registrant's registration statement on Form 8-A/A, filed on May 1,
           2002, and incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43589assv8.txt", "description": "ASCENTIAL SOFTWARE CORPORATION", "secsgml_size_bytes": 21658}]
metadata_filer: {"company-data": {"conformed-name": "ASCENTIAL SOFTWARE CORP", "cik": "0000799089", "assigned-sic": "7372", "irs-number": "943011736", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98925", "film-number": "02752734"}, "business-address": {"street1": "50 WASHINGTON STREET", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "6509266300"}, "mail-address": {"street1": "50 WASHINGTON STREET", "city": "WESTBOROUGH", "state": "MA", "zip": "01581"}, "former-company": {"former-conformed-name": "INFORMIX CORP", "date-changed": "19920703"}}
text: As filed with the Securities and Exchange Commission on August 29, 2002
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                           ASCENTIAL SOFTWARE CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                              94-3011736
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)
  
  50 WASHINGTON STREET, WESTBOROUGH, MA                            01581
  (Address of Principal Executive Offices)                       (Zip Code)
  
                        1998 NON-STATUTORY STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                    PETER GYENES
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           ASCENTIAL SOFTWARE CORPORATION
                                50 WASHINGTON STREET
                               WESTBOROUGH, MA 01581
                       (Name and Address of Agent For Service)
  
                                    508-366-3888
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     COPIES TO:
  
                  SCOTT N. SEMEL, ESQ.                    PHILIP P. ROSSETTI, ESQ.
  VICE PRESIDENT, LEGAL, GENERAL COUNSEL AND SECRETARY        HALE AND DORR LLP
             ASCENTIAL SOFTWARE CORPORATION                    60 STATE STREET
                  50 WASHINGTON STREET                        BOSTON, MA 02109
                  WESTBOROUGH, MA 01581                        (617) 526-6000
                     (508) 366-3888
  CALCULATION OF REGISTRATION FEE
  
  ====================================================================================================================
  Title of Securities                               Proposed Maximum       Proposed Maximum
  to be  Registered           Amount to be         Offering Price Per     Aggregate Offering          Amount of
                             Registered(2)                Share                  Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01
  par value per share       5,000,000 shares           $2.345(3)            $11,725,000(3)             $1,079
  (including the
  associated Common
  Stock Purchase
  Rights)(1)
  ====================================================================================================================
  (1)      This registration statement on Form S-8 (the "Registration Statement")
           also covers Common Stock Purchase Rights (the "Rights") which are
           presently attached to and trade with the common stock of Ascential
           Software Corporation (the "Registrant"), $0.01 par value per share (the
           "Common Stock"). Any value attributable to the Rights is reflected in
           the market price of the Common Stock.
  
  (2)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended (the "Securities Act"), this Registration Statement shall be
           deemed to cover any additional securities that may from time to time be
           offered or issued to prevent dilution resulting from stock splits,
           stock dividends or similar transactions.
  
  (3)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act and based
           upon the average of the high and low prices of the Registrant's Common
           Stock as reported on the Nasdaq National Market on August 27, 2002.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1.  PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
           ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Commission. The
  following documents, which are on file with the Commission, are incorporated in
  this Registration Statement by reference:
  
           (a) The Registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
  Rule 424(b) under the Securities Act that contains audited financial statements
  for the Registrant's latest fiscal year for which such statements have been
  filed.
  
           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
           (c) The description of the securities contained in the Registrant's
  registration statements on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such 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 hereby 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
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
                                        - 1 -
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
           ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this Registration Statement.
  
           ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL")
  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 EIGHT of the Registrant's Restated Certificate of Incorporation
  (the "Restated Certificate"), provides for the indemnification of any director,
  officer, employee or agent of the Registrant and certain other persons serving
  at the request of the Registrant in related capacities to the fullest extent
  permissible under Delaware law, except that the Registrant is prohibited against
  the indemnification of any person from or on account of conduct which was
  finally adjudged to have been knowingly fraudulent, deliberately dishonest or
  willful misconduct.
  
           ARTICLE EIGHT further provides that, to the fullest extent permissible
  under Delaware law, no director of the Registrant shall be personally liable to
  the Registrant or its stockholders for monetary damages for breach of fiduciary
  duty as a director.
  
           ARTICLE VI of the Registrant's Restated Bylaws (the "Bylaws"), provides
  for the indemnification of each person who was or is made a party or threatened
  to be made a party to or is involved in any action, suit or proceeding, whether
  civil, criminal, administrative, investigative, or appellate ("Proceeding"), by
  reason of the fact that he or she is or was a director or officer of the
  Registrant and certain other persons serving at the request of the Registrant as
  a director or officer of another corporation, or of a partnership, joint
  venture, trust or other enterprise, including service with respect to employee
  benefit plans, whether the basis of such Proceeding is alleged action in an
  official capacity as a director or officer or in any other capacity while
  serving as a director or officer, against all expenses, liability and loss
  (including, without limitation, attorneys' fees, judgments, fines, ERISA excise
  taxes or penalties and amounts paid or to be paid in settlement) reasonably
  incurred or suffered by such person in connection therewith or in connection
  with the investigation, defense, settlement or appeal of such Proceeding, to the
  full extent not prohibited by the DGCL. Such indemnification shall continue as
  to a person who has ceased to be a director or officer and shall inure to the
  benefit of his or her heir, executor and administrators.
  
           ARTICLE VI further provides that, the Registrant may, to the extent
  authorized from time to time by its Board of Directors, grant rights to
  indemnification, and to the advancement of
  
                                       - 2 -
  expenses, to any employee or agent of the Registrant to the fullest extent
  indemnification and advancement of expenses is permitted to directors and
  officers of the Registrant.
  
           ARTICLE VI of the Bylaws further provides that the indemnification
  provided therein is not exclusive of any other right which such person may have
  or hereafter acquire under any statute, provision of the Restated Certificate or
  Bylaws, agreement, vote of stockholders or disinterested directors, insurance
  policy, or otherwise. Nothing shall limit in any way any right which the
  Registrant may have to make additional indemnifications with respect to the same
  or different persons or classes of persons.
  
           The Registrant has entered into indemnification agreements with each of
  its directors and executive officers, and intends to enter into indemnification
  agreements with any new directors and executive officers in the future. These
  agreements may require the Registrant, among other things, to indemnify such
  directors and officers against certain liabilities that may arise by reason of
  their status or service and to advance their expenses incurred as a result of
  any Proceeding against them as to which they could be indemnified.
  
           The general effect of the foregoing provisions may be to reduce the
  circumstances in which an officer or director of the Registrant may be required
  to bear the economic burden of the foregoing liabilities and expenses.
  
           The Registrant has purchased directors' and officers' liability
  insurance which would indemnify the directors and officers of the Registrant
  against damages arising out of certain kinds of claims which might be made
  against them based on their negligent acts or omissions while acting in their
  capacity as such.
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
           ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9.  UNDERTAKINGS.
  
           1.     ITEM 512(a) OF REGULATION S-K. 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;
  
                        (ii) To reflect in the prospectus any facts or events
           arising after the effective date of the registration statement (or the
           most recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the registration statement; and
  
                        (iii) To include any material information with respect to
           the plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;
  
                                       - 3 -
  provided, however, that paragraphs (i) and (ii) do not apply if the
           information required to be included in a post-effective amendment by
           those paragraphs is contained in periodic reports filed with or
           furnished to the Commission by the registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the registration statement.
  
                 (2) That, for the purpose of determining any liability
           under the Securities Act, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
                 (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.
  
           2. ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           3. ITEM 512(h) OF REGULATION S-K. Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                       - 4 -
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Westborough, Massachusetts, on this 29th day of August, 2002.
  
                                       ASCENTIAL SOFTWARE CORPORATION
  
                                       By: /s/ Robert McBride
                                           --------------------------
                                           Robert McBride
                                           Chief Financial Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Ascential Software
  Corporation, hereby severally constitute and appoint Peter Gyenes, Robert
  McBride and Peter Fiore, and each of them singly, our true and lawful attorneys
  with full power to them, and each of them singly, to sign for us and in our
  names in the capacities indicated below, the Registration Statement on Form S-8
  filed herewith and any and all subsequent amendments to said Registration
  Statement, and generally to do all such things in our names and on our behalf in
  our capacities as officers and directors to enable Ascential Software
  Corporation to comply with the provisions of the Securities Act and all
  requirements of the Commission, hereby ratifying and confirming our signatures
  as they may be signed by our said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on this 29th day of August, 2002.
  
               SIGNATURE                              TITLE
               ---------                              -----
  
  /s/ Peter Gyenes                      Chief Executive Officer and Chairman of
  -------------------------------       the Board of Directors (Principal
  Peter Gyenes                          executive officer)
  
  /s/ Robert McBride                    Chief Financial Officer (Principal
  -------------------------------       financial and accounting officer)
  Robert McBride
  
  /s/ David Ellenberger                 Director
  -------------------------------
  David Ellenberger
  
  /s/ John Gavin                        Director
  -------------------------------
  John Gavin
  
                                        Director
  -------------------------------
  William J. Weyand
  
  /s/ Robert Morrill                    Director
  -------------------------------
  Robert Morrill
  
                                        - 5 -
  INDEX TO EXHIBITS
  
  NUMBER       DESCRIPTION
  ------       -----------
  
   4.1(1)      Restated Certificate of Incorporation of the Registrant
  
   4.2(1)      Restated Bylaws of the Registrant
  
   4.3(2)      First Amended and Restated Rights Agreement, dated as of August
               12, 1997, between Informix Corporation and BankBoston N.A.
  
   4.4(3)      Amendment No. 1 to the First Amended and Restated Rights Agreement,
               dated as of November 17, 1997, between Informix Corporation and
               BankBoston N.A.
  
   4.5(4)      Amendment No. 2 to the First Amended and Restated Rights Agreement,
               dated as of April 26, 2002, between the Registrant and EquiServe
               Trust Company, N.A.
  
   5.1         Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  23.2         Consent of KPMG LLP
  
  23.3         Consent of Deloitte & Touche LLP
  
  24.1         Power of attorney (included on the signature pages of this
               Registration Statement)
  
  ------------
  
  (1)      Previously filed with the Commission as an Exhibit to the Registrant's
           annual report on Form 10-K for the fiscal year ended December 31, 2001
           and incorporated herein by reference.
  
  (2)      Previously filed with the Commission as an Exhibit to an amendment to
           Informix Corporation's registration statement on Form 8-A/A, filed on
           September 3, 1997, and incorporated herein by reference.
  
  (3)      Previously filed with the Commission as an Exhibit to an amendment to
           Informix Corporation's registration statement on Form 8-A/A, filed on
           December 3, 1997, and incorporated herein by reference.
  
  (4)      Previously filed with the Commission as an Exhibit to an amendment to
           the Registrant's registration statement on Form 8-A/A, filed on May 1,
           2002, and incorporated herein by reference.