content: <PAGE>   1
                                                        Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                --------------------
  
                                  NetGenesis Corp.
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                                     04-3236862
  (State or Other Jurisdiction of                                 (I.R.S. Employer
  Incorporation or Organization)                               Identification No.)
  
   150 CAMBRIDGEPARK DRIVE,                                                  02140
   CAMBRIDGE MASSACHUSETTS                                              (Zip Code)
   (Address of Principal Executive Offices)
  
                  NETGENESIS CORP. 1995 INCENTIVE STOCK OPTION PLAN
                     NETGENESIS CORP. 1999 STOCK INCENTIVE PLAN
                 NETGENESIS CORP. 1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plans)
                                --------------------
  
                                MR. LAWRENCE S. BOHN
                        President and Chief Executive Officer
                                  NETGENESIS CORP.
                               150 CambridgePark Drive
                           Cambridge, Massachusetts 02140
                       (Name and Address of Agent For Service)
  
                                   (617) 665-9200
            (Telephone Number, Including Area Code, of Agent For Service)
                                --------------------
  
                                   WITH COPIES TO:
                           John D. Patterson, Jr., Esquire
                            Robert W. Sweet, Jr., Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  
          TITLE OF                                        PROPOSED               PROPOSED
         SECURITIES                 AMOUNT                MAXIMUM                MAXIMUM              AMOUNT OF
            TO BE                   TO BE              OFFERING PRICE            AGGREGATE           REGISTRATION
         REGISTERED               REGISTERED             PER SHARE            OFFERING PRICE             FEE
  
  <S>                        <C>                         <C>                  <C>                    <C>
       Common Stock,
       $.001 par value        1,512,581 shares (1)       $1.62 (2)                   $2,450,382          $647
       Common Stock,
       $.001 par value          907,000 shares (3)       $7.96 (4)                   $7,219,720         $1,907
       Common Stock,
       $.001 par value       2,843,000 shares (5)        $37.04 (6)                $105,304,720        $27,801
       Common Stock,
       $.001 par value         382,500 shares (7)        $31.49 (8)                 $12,044,925         $3,180
  </TABLE>
  
           (1) Represents shares of Common Stock issuable upon exercise of stock
  options granted pursuant to the NetGenesis Corp. ("NetGenesis") 1995 Incentive
  Stock Option Plan (the "1995 Option Plan").
  
           (2) Calculated pursuant to Rule 457(h)(1) under the Securities Act of
  1933 based on the weighted average
  <PAGE>   2
  exercise price per share of the options outstanding under the 1995 Option Plan.
  
           (3) Represents shares of Common Stock issuable upon exercise of stock
  options granted pursuant to the NetGenesis 1999 Stock Incentive Plan (the "1999
  Option Plan").
  
           (4) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities
  Act of 1933 based on the weighted average exercise price per share of the
  options outstanding under the 1999 Option Plan.
  
           (5) Represents shares of Common Stock issuable upon exercise of stock
  options available for grant pursuant to the 1999 Option, including an aggregate
  of 1,125,000 shares that will become available for grant under the 1999 Option
  Plan within three years of its adoption.
  
           (6) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities
  Act of 1933 based on the average of the high and low sale prices of the common
  stock as reported on the Nasdaq National Market on March 30, 2000.
  
           (7) Represents shares of Common Stock issuable upon exercise of stock
  options available for grant pursuant to the NetGenesis 1999 Employee Stock
  Purchase Plan (the "1999 Purchase Plan"), including an aggregate of 157,500
  shares that will become available for grant under the 1999 Purchase Plan within
  three years of its adoption.
  
           (8) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities
  Act of 1933 based on 85% of the average of the high and low sale prices of the
  common stock as reported on the Nasdaq National Market on March 30, 2000.
  
  
  ================================================================================
  <PAGE>   3
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by NetGenesis Corp. (the "Registrant")
  with the Securities and Exchange Commission (the "Commission") are incorporated
  in this Registration Statement by reference:
  
           (a)      The Registrant's Prospectus (the "Prospectus") dated February
                    29, 2000 included in the Registrant's registration statement
                    on Form S-1, File Number 333-93335, as declared effective by
                    the Commission on February 28, 2000.
  
           (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 Prospectus.
  
           (c)      The description of the Registrant's common stock contained in
                    the registration statement on Form 8-A filed with the
                    Commission on February 25, 2000 under Section 12 of the
                    Securities Exchange Act of 1934, including any amendment or
                    report filed for the purpose of updating 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 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 filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the securities registered hereby is being passed upon
  for the Registrant by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the General Corporation Law of the State of Delaware
  provides that a corporation has the power to indemnify a director, officer,
  employee or agent of the corporation and certain other persons serving at the
  request of the corporation in related capacities against amounts paid and
  expenses incurred in connection with an action or proceeding to which he is or
  is threatened to be made a party by reason of such position, if such person
  shall have acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation, and, in any criminal
  proceeding, if such person had no reasonable cause to believe his conduct was
  unlawful, provided that, in the case of actions brought by or in the right of
  the corporation, no indemnification shall be made with respect to any matter as
  to which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the adjudicating court determines that such
  indemnification is proper under the circumstances.
  
           Article SEVENTH of the Registrant's Amended and Restated Certificate of
  Incorporation (the "Certificate of Incorporation") provides that the Registrant
  shall indemnify each person who at any time is, or shall have been a director or
  officer of the Registrant, and is threatened to be or is made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal, administrative or
  <PAGE>   4
  investigative, by reason of the fact that he is, or was, a director or officer
  of the Registrant, or served at the request of the Registrant as a director,
  officer, employee, trustee, or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement incurred in connection
  with any such action, suit or proceeding to the maximum extent permitted by the
  General Corporation Law of Delaware.
  
           Article SEVENTH of the Certificate of Incorporation further provides
  that the indemnification provided therein is not exclusive of any other rights
  of indemnification to which any such director or officer may be entitled, under
  any by-law, agreement, vote of directors or stockholders or otherwise.
  
           Article NINTH of the Certificate of Incorporation provides that to the
  maximum extent permitted by the General Corporation Law of Delaware as the same
  exists or may hereafter be amended, no director shall be personally liable to
  the Registrant or its stockholders for monetary damages arising out of a breach
  of his fiduciary duty as a director.
  
           The Registrant has a Directors and Officers liability policy that
  insures the Registrant's officers and directors against certain liabilities.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           4.1      NetGenesis Corp. Amended and Restated Certificate of
                    Incorporation.*
  
           4.2      Amended and Restated By-Laws of NetGenesis Corp.*
  
           4.3      1995 Stock Option Plan*
  
           4.4      1999 Stock Incentive Plan*
  
           4.5      1999 Employee Stock Purchase Plan*
  
           5.1      Opinion of Foley, Hoag & Eliot LLP
  
           23.1     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
  
           23.2     Consent of PricewaterhouseCoopers LLP
  
           24.1     Power of Attorney (contained on the signature page of this
                    Registration Statement)
  
  * Incorporated by reference to the Registrant's Registration Statement on Form
  S-1, File Number 333-93335, as declared effective by the Commission on February
  28, 2000.
  
  ITEM 9.  UNDERTAKINGS.
  
           1.       The undersigned registrant hereby undertakes:
  
                    (a) to file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement 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.
  
                    (b) 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.
  
                    (c) 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.       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 15(d) of
  <PAGE>   5
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           3. 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 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.
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Cambridge, Massachusetts, as of March 31, 2000.
  
                                        NETGENESIS CORP.
  
  
                                        By:  /s/ John Delea
                                           ---------------------------------------
                                                 John Delea
                                                 Chief Financial Officer,
                                                 Vice President, Finance and
                                                 Administration, Treasurer and
                                                 Secretary
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Lawrence S. Bohn and John Delea, and each
  of them, his true and lawful attorneys-in-fact and agents with full power of
  substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all documents in connection therewith, with the Commission, granting unto
  said attorneys-in-fact and agents, and each of them, full power and authority to
  do and perform each and every act and thing which they, or any of them, may deem
  necessary or advisable to be done in connection with this Registration
  Statement, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or any of them, or any substitute or substitutes for him, any or all of
  them, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the indicated capacities
  as of March 31, 2000.
  
  
  <TABLE>
  <CAPTION>
  
                SIGNATURE                                          TITLE                               DATE
                ---------                                          -----                               ----
  <S>                                        <C>                                                  <C>
          /s/ Lawrence S. Bohn               Chairman of the Board, President and                  March 31, 2000
          -----------------------            Chief Executive Officer (Principal Executive
            Lawrence S. Bohn                 Officer)
  
           /s/ Kathleen L. Biro              Director                                              March 31, 2000
          -----------------------
             Kathleen L. Biro
  
         /s/ Ted R. Dintersmith              Director                                              March 31, 2000
          -----------------------
            Ted R. Dintersmith
  
          /s/ Robert N. Goldman              Director                                              March 31, 2000
          -----------------------
            Robert N. Goldman
  </TABLE>
  <PAGE>   7
  <TABLE>
  
  <S>                                        <C>                                                  <C>
           /s/ Rory O'Driscoll               Director                                              March 31, 2000
          -----------------------
             Rory O'Driscoll
  
          /s/ Stephen J. Ricci               Director                                              March 31, 2000
          -----------------------
             Stephen J. Ricci
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "NET GENESIS CORP", "cik": "0001004874", "assigned-sic": "7372", "irs-number": "043236862", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33874", "film-number": "592067"}, "business-address": {"street1": "150 CAMBRIDGE PARK DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02140", "phone": "6176659200"}, "mail-address": {"street1": "150 CAMBRIDGE PARK DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02140"}}
text: 1
                                                        Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                --------------------
  
                                  NetGenesis Corp.
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                                     04-3236862
  (State or Other Jurisdiction of                                 (I.R.S. Employer
  Incorporation or Organization)                               Identification No.)
  
   150 CAMBRIDGEPARK DRIVE,                                                  02140
   CAMBRIDGE MASSACHUSETTS                                              (Zip Code)
   (Address of Principal Executive Offices)
  
                  NETGENESIS CORP. 1995 INCENTIVE STOCK OPTION PLAN
                     NETGENESIS CORP. 1999 STOCK INCENTIVE PLAN
                 NETGENESIS CORP. 1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plans)
                                --------------------
  
                                MR. LAWRENCE S. BOHN
                        President and Chief Executive Officer
                                  NETGENESIS CORP.
                               150 CambridgePark Drive
                           Cambridge, Massachusetts 02140
                       (Name and Address of Agent For Service)
  
                                   (617) 665-9200
            (Telephone Number, Including Area Code, of Agent For Service)
                                --------------------
  
                                   WITH COPIES TO:
                           John D. Patterson, Jr., Esquire
                            Robert W. Sweet, Jr., Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  TITLE OF                                        PROPOSED               PROPOSED
         SECURITIES                 AMOUNT                MAXIMUM                MAXIMUM              AMOUNT OF
            TO BE                   TO BE              OFFERING PRICE            AGGREGATE           REGISTRATION
         REGISTERED               REGISTERED             PER SHARE            OFFERING PRICE             FEE
  Common Stock,
       $.001 par value        1,512,581 shares (1)       $1.62 (2)                   $2,450,382          $647
       Common Stock,
       $.001 par value          907,000 shares (3)       $7.96 (4)                   $7,219,720         $1,907
       Common Stock,
       $.001 par value       2,843,000 shares (5)        $37.04 (6)                $105,304,720        $27,801
       Common Stock,
       $.001 par value         382,500 shares (7)        $31.49 (8)                 $12,044,925         $3,180
  (1) Represents shares of Common Stock issuable upon exercise of stock
  options granted pursuant to the NetGenesis Corp. ("NetGenesis") 1995 Incentive
  Stock Option Plan (the "1995 Option Plan").
  
           (2) Calculated pursuant to Rule 457(h)(1) under the Securities Act of
  1933 based on the weighted average
  2
  exercise price per share of the options outstanding under the 1995 Option Plan.
  
           (3) Represents shares of Common Stock issuable upon exercise of stock
  options granted pursuant to the NetGenesis 1999 Stock Incentive Plan (the "1999
  Option Plan").
  
           (4) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities
  Act of 1933 based on the weighted average exercise price per share of the
  options outstanding under the 1999 Option Plan.
  
           (5) Represents shares of Common Stock issuable upon exercise of stock
  options available for grant pursuant to the 1999 Option, including an aggregate
  of 1,125,000 shares that will become available for grant under the 1999 Option
  Plan within three years of its adoption.
  
           (6) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities
  Act of 1933 based on the average of the high and low sale prices of the common
  stock as reported on the Nasdaq National Market on March 30, 2000.
  
           (7) Represents shares of Common Stock issuable upon exercise of stock
  options available for grant pursuant to the NetGenesis 1999 Employee Stock
  Purchase Plan (the "1999 Purchase Plan"), including an aggregate of 157,500
  shares that will become available for grant under the 1999 Purchase Plan within
  three years of its adoption.
  
           (8) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities
  Act of 1933 based on 85% of the average of the high and low sale prices of the
  common stock as reported on the Nasdaq National Market on March 30, 2000.
  
  ================================================================================
  3
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by NetGenesis Corp. (the "Registrant")
  with the Securities and Exchange Commission (the "Commission") are incorporated
  in this Registration Statement by reference:
  
           (a)      The Registrant's Prospectus (the "Prospectus") dated February
                    29, 2000 included in the Registrant's registration statement
                    on Form S-1, File Number 333-93335, as declared effective by
                    the Commission on February 28, 2000.
  
           (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 Prospectus.
  
           (c)      The description of the Registrant's common stock contained in
                    the registration statement on Form 8-A filed with the
                    Commission on February 25, 2000 under Section 12 of the
                    Securities Exchange Act of 1934, including any amendment or
                    report filed for the purpose of updating 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 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 filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the securities registered hereby is being passed upon
  for the Registrant by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the General Corporation Law of the State of Delaware
  provides that a corporation has the power to indemnify a director, officer,
  employee or agent of the corporation and certain other persons serving at the
  request of the corporation in related capacities against amounts paid and
  expenses incurred in connection with an action or proceeding to which he is or
  is threatened to be made a party by reason of such position, if such person
  shall have acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation, and, in any criminal
  proceeding, if such person had no reasonable cause to believe his conduct was
  unlawful, provided that, in the case of actions brought by or in the right of
  the corporation, no indemnification shall be made with respect to any matter as
  to which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the adjudicating court determines that such
  indemnification is proper under the circumstances.
  
           Article SEVENTH of the Registrant's Amended and Restated Certificate of
  Incorporation (the "Certificate of Incorporation") provides that the Registrant
  shall indemnify each person who at any time is, or shall have been a director or
  officer of the Registrant, and is threatened to be or is made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal, administrative or
  4
  investigative, by reason of the fact that he is, or was, a director or officer
  of the Registrant, or served at the request of the Registrant as a director,
  officer, employee, trustee, or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement incurred in connection
  with any such action, suit or proceeding to the maximum extent permitted by the
  General Corporation Law of Delaware.
  
           Article SEVENTH of the Certificate of Incorporation further provides
  that the indemnification provided therein is not exclusive of any other rights
  of indemnification to which any such director or officer may be entitled, under
  any by-law, agreement, vote of directors or stockholders or otherwise.
  
           Article NINTH of the Certificate of Incorporation provides that to the
  maximum extent permitted by the General Corporation Law of Delaware as the same
  exists or may hereafter be amended, no director shall be personally liable to
  the Registrant or its stockholders for monetary damages arising out of a breach
  of his fiduciary duty as a director.
  
           The Registrant has a Directors and Officers liability policy that
  insures the Registrant's officers and directors against certain liabilities.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           4.1      NetGenesis Corp. Amended and Restated Certificate of
                    Incorporation.*
  
           4.2      Amended and Restated By-Laws of NetGenesis Corp.*
  
           4.3      1995 Stock Option Plan*
  
           4.4      1999 Stock Incentive Plan*
  
           4.5      1999 Employee Stock Purchase Plan*
  
           5.1      Opinion of Foley, Hoag & Eliot LLP
  
           23.1     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
  
           23.2     Consent of PricewaterhouseCoopers LLP
  
           24.1     Power of Attorney (contained on the signature page of this
                    Registration Statement)
  
  * Incorporated by reference to the Registrant's Registration Statement on Form
  S-1, File Number 333-93335, as declared effective by the Commission on February
  28, 2000.
  
  ITEM 9.  UNDERTAKINGS.
  
           1.       The undersigned registrant hereby undertakes:
  
                    (a) to file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement 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.
  
                    (b) 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.
  
                    (c) 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.       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 15(d) of
  5
  the Exchange Act (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           3. 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 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.
  6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Cambridge, Massachusetts, as of March 31, 2000.
  
                                        NETGENESIS CORP.
  
                                        By:  /s/ John Delea
                                           ---------------------------------------
                                                 John Delea
                                                 Chief Financial Officer,
                                                 Vice President, Finance and
                                                 Administration, Treasurer and
                                                 Secretary
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Lawrence S. Bohn and John Delea, and each
  of them, his true and lawful attorneys-in-fact and agents with full power of
  substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all documents in connection therewith, with the Commission, granting unto
  said attorneys-in-fact and agents, and each of them, full power and authority to
  do and perform each and every act and thing which they, or any of them, may deem
  necessary or advisable to be done in connection with this Registration
  Statement, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or any of them, or any substitute or substitutes for him, any or all of
  them, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the indicated capacities
  as of March 31, 2000.
  SIGNATURE                                          TITLE                               DATE
                ---------                                          -----                               ----
  /s/ Lawrence S. Bohn               Chairman of the Board, President and                  March 31, 2000
          -----------------------            Chief Executive Officer (Principal Executive
            Lawrence S. Bohn                 Officer)
  
           /s/ Kathleen L. Biro              Director                                              March 31, 2000
          -----------------------
             Kathleen L. Biro
  
         /s/ Ted R. Dintersmith              Director                                              March 31, 2000
          -----------------------
            Ted R. Dintersmith
  
          /s/ Robert N. Goldman              Director                                              March 31, 2000
          -----------------------
            Robert N. Goldman
  7
  /s/ Rory O'Driscoll               Director                                              March 31, 2000
          -----------------------
             Rory O'Driscoll
  
          /s/ Stephen J. Ricci               Director                                              March 31, 2000
          -----------------------
             Stephen J. Ricci