content: <PAGE>   1
  As filed with the Securities and Exchange Commission on August 10, 2000.
  
                                                             REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                  -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                                  -----------------
  
                                 ALLAIRE CORPORATION
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                                 41-1830792
       (State or other jurisdiction                    (I.R.S. Employer
     of incorporation or organization)              Identification Number)
  
             275 GROVE STREET
           NEWTON, MASSACHUSETTS                             02466
      (Address of Principal Executive                     (Zip Code)
                 Offices)
  
                    ALLAIRE CORPORATION 2000 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                  -----------------
  
                                   DAVID J. ORFAO
                        President and Chief Executive Officer
                                 Allaire Corporation
                                  275 Grove Street
                             Newton, Massachusetts 02466
                       (Name and address of agent for service)
  
                                   (617) 219-2000
            (Telephone number, including area code, of agent for service)
  
                                  -----------------
  
                                   WITH COPIES TO:
                             Robert L. Birnbaum, Esquire
                              William R. Kolb, Esquire
                               Foley, Hoag & Eliot LLP
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
                                  -----------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ================================================================================================================
                                                                   PROPOSED          PROPOSED
                                              AMOUNT TO BE         MAXIMUM            MAXIMUM          AMOUNT OF
                                               REGISTERED       OFFERING PRICE       AGGREGATE        REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED          (SHARES)          PER SHARE       OFFERING PRICE          FEE
  ----------------------------------------------------------------------------------------------------------------
  <S>                                         <C>                <C>               <C>                <C>
  Common Stock ($.01 par value)                 470,750(1)         $45.87(2)        $21,593,302.5(2)    $ 5,701
  ----------------------------------------------------------------------------------------------------------------
  Common Stock ($.01 par value)               3,529,250(3)         $32.88(4)        $ 116,041,740(4)    $30,636
  ================================================================================================================
  </TABLE>
  
  (1)  Represents shares of Common Stock issuable upon exercise of stock options
       granted pursuant to the Allaire Corporation 2000 Stock Incentive Plan as of
       June 30, 2000.
  
  (2)  Calculated pursuant to Rule 457(h)(1) based on the weighted average
       exercise price per share of the options.
  
  (3)  Represents shares of Common Stock issuable pursuant to options that may be
       granted under our 2000 Plan but that have not yet been granted as of
       June 30, 2000.
  
  (4)  Estimated pursuant to Rule 457(c) and (h) based on the average of the high
       and low prices of our Common Stock as reported on the Nasdaq Stock Market
       on August 4, 2000.
  
  <PAGE>   2
                 AVAILABILITY OF DOCUMENTS INCORPORATED BY REFERENCE
  
           This document constitutes part of a prospectus under Section 10(a) of
  the Securities Act. The Section 10(a) prospectus incorporates by reference
  certain other documents listed in Item 3 of Part II of the registration
  statement to which this prospectus relates. These other documents include:
  
            -    the latest annual report that we filed under Section 13 or 15(d)
                 of the Exchange Act, or the latest prospectus that we filed under
                 Rule 424(b) under the Securities Act that contained audited
                 financial statements for the latest fiscal year for which we have
                 filed financial statements; and
  
            -    all other quarterly, current and other reports that we have filed
                 under Section 13 or 15(d) of the Exchange Act since the end of
                 the latest fiscal year covered by such annual report or
                 prospectus.
  
           We are also required to deliver certain other documents to you under
  Rule 428(b) under the Securities Act. All of these documents are available to
  you without charge upon written or oral request. To obtain a copy of any or all
  of these documents, you should call our Chief Financial Officer at (617)
  219-2000 or write to the following address:
  
                  Allaire Corporation
                  275 Grove Street
                  Newton, Massachusetts 02466
                  Attention:  Chief Financial Officer
  
  
  <PAGE>   3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated in this registration statement by
  reference:
  
           (a) the description of Allaire's common stock contained in the
  registration statement on Form 8-A filed with the Commission on January 15, 1999
  under Section 12 of the Securities Exchange Act of 1934, including any amendment
  or report filed for the purpose of updating such description;
  
           (b) Allaire's Annual Report on Form 10-K for the fiscal year ended on
  December 31, 1999, as filed with the Commission on March 30, 2000; and
  
           (c) Allaire's Quarterly Report on Form 10-Q for the quarter ended on
  March 31, 2000, as filed with the Commission on May 12, 2000.
  
           All documents subsequently filed by Allaire pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 Allaire Corporation by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law affords a Delaware
  corporation the power to indemnify its present and former directors and officers
  under certain conditions. Article Six of Allaire's Amended and Restated
  Certificate of Incorporation provides that Allaire will indemnify each person
  who at any time is, or has been, a director or officer of Allaire and 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, by reason of the fact that he or she is or was a director or
  officer of Allaire or is or was serving at our request as a director, officer,
  employee, 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 Delaware General
  Corporation Law, as the same exists or may hereafter be amended. No amendment to
  or repeal of the provisions of Article Six of the Amended and Restated
  Certificate of Incorporation will deprive a director or officer of the benefit
  thereof with respect to any act or failure occurring prior to such amendment or
  repeal.
  
  
                                        II-1
  <PAGE>   4
           Section 102(b)(7) of the Delaware General Corporation Law gives a
  Delaware corporation the power to adopt a charter provision eliminating or
  limiting the personal liability of directors to the corporation or its
  stockholders for breach of fiduciary duty as directors, provided that such
  provision may not eliminate or limit the liability of directors for: (a) any
  breach of the director's duty of loyalty to the corporation or its stockholders;
  (b) any acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law; (c) any payment of a dividend or
  approval of a stock purchase that is illegal under Section 174 of the Delaware
  General Corporation Law; or (d) any transaction from which the director derived
  an improper personal benefit.
  
           Article Eight of Allaire's Amended and Restated Certificate of
  Incorporation provides that to the maximum extent permitted by the Delaware
  General Corporation Law, no director will be personally liable to Allaire or to
  any of its stockholders for monetary damages arising out of such director's
  breach of fiduciary duty as a director. No amendment to or repeal of the
  provisions of Article Eight will apply to or have any effect on the liability or
  the alleged liability of any director with respect to any act or failure to act
  of such director occurring prior to such amendment or repeal. A principal effect
  of Article Eight is to limit or eliminate the potential liability of Allaire's
  directors for monetary damages arising from breaches of their duty of care,
  unless the breach involves one of the four exceptions described in (a) through
  (d) above.
  
           Section 145 of the Delaware General Corporation Law also affords a
  Delaware corporation the power to obtain insurance on behalf of its directors
  and officers against liabilities incurred by them in those capacities. Allaire
  has obtained a directors' and officers' liability and company reimbursement
  liability insurance policy that: (a) insures directors and officers against
  losses (above a deductible amount) arising from certain claims made against them
  by reason of certain acts done or attempted by such directors or officers; and
  (b) insures Allaire against losses (above a deductible amount) arising from any
  such claims, but only if Allaire is required or permitted to indemnify such
  directors or officers for such losses under statutory or common law or under
  provisions of its Amended and Restated Certificate of Incorporation or Amended
  and Restated By- Laws.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.       EXHIBITS.
  
     4.1        Amended and Restated Certificate of Incorporation of Allaire
                Corporation (filed as Exhibit 3.3 to Allaire's registration
                statement on Form S-1, File Number 333-63689, and incorporated
                herein by reference).
  
     4.2        Certificate of Amendment of Amended and Restated Certificate of
                Incorporation of Allaire Corporation (filed as Exhibit 3.2 to
                Allaire's Annual Report on Form 10-K for the fiscal year ended
                December 31, 1999, and incorporated herein by reference).
  
     4.3        Amended and Restated By-Laws of Allaire Corporation (filed as
                Exhibit 3.5 to Allaire's registration statement on Form S-1, File
                Number 333-63689, and incorporated herein by reference).
  
     4.4        Allaire Corporation 2000 Stock Incentive Plan.
  
     5.1        Opinion of Foley, Hoag & Eliot LLP.
  
  
                                        II-2
  
  <PAGE>   5
    23.1        Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
    23.2        Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).
  
    24.1        Power of Attorney (contained on the signature page).
  
  
  ITEM 9. UNDERTAKINGS.
  
           1. 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 the
  registration statement will be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time will be deemed to be the initial bona fide offering thereof.
  
            2. 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:
  
                 (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;
  
                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the registration statement. Notwithstanding the foregoing, any
            increase or decrease in volume of securities offered (if the total
            dollar value of securities offered would not exceed that which was
            registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more than
            a 20 percent change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement.
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;
  
  provided, however, that paragraphs 2(a)(1)(i) and 2(a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference herein.
  
            (b) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment will 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.
  
  
  
                                        II-3
  <PAGE>   6
  
            (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.
  
       3. 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 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.
  
  
  
  
                                        II-4
  <PAGE>   7
  
                                     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 Newton, Commonwealth of Massachusetts, on this 10th
  day of August, 2000.
  
                                      ALLAIRE CORPORATION
  
  
                                      By: /s/ David J. Orfao
                                         ---------------------------------------
                                         David J. Orfao
                                         President and Chief Executive Officer
  
  
  
  
                                        II-5
  <PAGE>   8
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints David J. Orfao and David A. Gerth, 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 Securities and Exchange
  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 any or all of them, 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/ Joseph J. Allaire                           Chairman of the Board of Directors, and
  -----------------------------------------       Executive Vice President, Products                    August 10, 2000
  Joseph J. Allaire
  
  
  /s/ David J. Orfao                              President, Chief Executive Officer and
  -----------------------------------------       Director (principal executive officer)                August 10, 2000
  David J. Orfao
  
  
  /s/ David A. Gerth                              Vice President, Finance and Operations,
  -----------------------------------------       Treasurer and Chief Financial Officer
  David A. Gerth                                  (principal financial and accounting officer)          August 10, 2000
  
  /s/ Jeremy Allaire                              Chief Technology Officer
  -----------------------------------------       and Director                                          August 10, 2000
  Jeremy Allaire
  
  /s/ Jonathan A. Flint                           Director                                              August 10, 2000
  -----------------------------------------
  Jonathan A. Flint
  
  /s/ John J. Gannon                              Director                                              August 10, 2000
  -----------------------------------------
  John J. Gannon
  
  /s/ Thomas A. Herring                           Director                                              August 10, 2000
  -----------------------------------------
  Thomas A. Herring
  
  /s/ Ronald G. Ward                              Director                                              August 10, 2000
  -----------------------------------------
  Ronald G. Ward
  
  /s/ W. Frank King III                           Director                                              August 10, 2000
  -----------------------------------------
  W. Frank King III
  
  </TABLE>
  
  
  
  
                                        II-6
  <PAGE>   9
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.        Description
  -----------        -----------
  
     4.1             Amended and Restated Certificate of Incorporation of Allaire
                     Corporation (filed as Exhibit 3.3 to Allaire's registration
                     statement on Form S-1, File Number 333-63689, and
                     incorporated herein by reference).
  
     4.2             Certificate of Amendment of Amended and Restated Certificate
                     of Incorporation of Allaire Corporation (filed as Exhibit
                     3.2 to Allaire's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1999, and incorporated herein by
                     reference).
  
     4.3             Amended and Restated By-Laws of Allaire Corporation (filed
                     as Exhibit 3.5 to Allaire's registration statement on Form
                     S-1, File Number 333-63689, and incorporated herein by
                     reference).
  
     4.4             Allaire Corporation 2000 Stock Incentive Plan.
  
     5.1             Opinion of Foley, Hoag & Eliot LLP.
  
    23.1             Consent of PricewaterhouseCoopers LLP, independent
                     accountants.
  
    23.2             Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).
  
    24.1             Power of Attorney (contained on the signature page).
  
  
  
                                        II-7
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text: 1
  As filed with the Securities and Exchange Commission on August 10, 2000.
  
                                                             REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                  -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                                  -----------------
  
                                 ALLAIRE CORPORATION
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                                 41-1830792
       (State or other jurisdiction                    (I.R.S. Employer
     of incorporation or organization)              Identification Number)
  
             275 GROVE STREET
           NEWTON, MASSACHUSETTS                             02466
      (Address of Principal Executive                     (Zip Code)
                 Offices)
  
                    ALLAIRE CORPORATION 2000 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                  -----------------
  
                                   DAVID J. ORFAO
                        President and Chief Executive Officer
                                 Allaire Corporation
                                  275 Grove Street
                             Newton, Massachusetts 02466
                       (Name and address of agent for service)
  
                                   (617) 219-2000
            (Telephone number, including area code, of agent for service)
  
                                  -----------------
  
                                   WITH COPIES TO:
                             Robert L. Birnbaum, Esquire
                              William R. Kolb, Esquire
                               Foley, Hoag & Eliot LLP
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
                                  -----------------
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================
                                                                   PROPOSED          PROPOSED
                                              AMOUNT TO BE         MAXIMUM            MAXIMUM          AMOUNT OF
                                               REGISTERED       OFFERING PRICE       AGGREGATE        REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED          (SHARES)          PER SHARE       OFFERING PRICE          FEE
  ----------------------------------------------------------------------------------------------------------------
  Common Stock ($.01 par value)                 470,750(1)         $45.87(2)        $21,593,302.5(2)    $ 5,701
  ----------------------------------------------------------------------------------------------------------------
  Common Stock ($.01 par value)               3,529,250(3)         $32.88(4)        $ 116,041,740(4)    $30,636
  ================================================================================================================
  (1)  Represents shares of Common Stock issuable upon exercise of stock options
       granted pursuant to the Allaire Corporation 2000 Stock Incentive Plan as of
       June 30, 2000.
  
  (2)  Calculated pursuant to Rule 457(h)(1) based on the weighted average
       exercise price per share of the options.
  
  (3)  Represents shares of Common Stock issuable pursuant to options that may be
       granted under our 2000 Plan but that have not yet been granted as of
       June 30, 2000.
  
  (4)  Estimated pursuant to Rule 457(c) and (h) based on the average of the high
       and low prices of our Common Stock as reported on the Nasdaq Stock Market
       on August 4, 2000.
  2
                 AVAILABILITY OF DOCUMENTS INCORPORATED BY REFERENCE
  
           This document constitutes part of a prospectus under Section 10(a) of
  the Securities Act. The Section 10(a) prospectus incorporates by reference
  certain other documents listed in Item 3 of Part II of the registration
  statement to which this prospectus relates. These other documents include:
  
            -    the latest annual report that we filed under Section 13 or 15(d)
                 of the Exchange Act, or the latest prospectus that we filed under
                 Rule 424(b) under the Securities Act that contained audited
                 financial statements for the latest fiscal year for which we have
                 filed financial statements; and
  
            -    all other quarterly, current and other reports that we have filed
                 under Section 13 or 15(d) of the Exchange Act since the end of
                 the latest fiscal year covered by such annual report or
                 prospectus.
  
           We are also required to deliver certain other documents to you under
  Rule 428(b) under the Securities Act. All of these documents are available to
  you without charge upon written or oral request. To obtain a copy of any or all
  of these documents, you should call our Chief Financial Officer at (617)
  219-2000 or write to the following address:
  
                  Allaire Corporation
                  275 Grove Street
                  Newton, Massachusetts 02466
                  Attention:  Chief Financial Officer
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated in this registration statement by
  reference:
  
           (a) the description of Allaire's common stock contained in the
  registration statement on Form 8-A filed with the Commission on January 15, 1999
  under Section 12 of the Securities Exchange Act of 1934, including any amendment
  or report filed for the purpose of updating such description;
  
           (b) Allaire's Annual Report on Form 10-K for the fiscal year ended on
  December 31, 1999, as filed with the Commission on March 30, 2000; and
  
           (c) Allaire's Quarterly Report on Form 10-Q for the quarter ended on
  March 31, 2000, as filed with the Commission on May 12, 2000.
  
           All documents subsequently filed by Allaire pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 Allaire Corporation by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law affords a Delaware
  corporation the power to indemnify its present and former directors and officers
  under certain conditions. Article Six of Allaire's Amended and Restated
  Certificate of Incorporation provides that Allaire will indemnify each person
  who at any time is, or has been, a director or officer of Allaire and 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, by reason of the fact that he or she is or was a director or
  officer of Allaire or is or was serving at our request as a director, officer,
  employee, 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 Delaware General
  Corporation Law, as the same exists or may hereafter be amended. No amendment to
  or repeal of the provisions of Article Six of the Amended and Restated
  Certificate of Incorporation will deprive a director or officer of the benefit
  thereof with respect to any act or failure occurring prior to such amendment or
  repeal.
  
                                        II-1
  4
           Section 102(b)(7) of the Delaware General Corporation Law gives a
  Delaware corporation the power to adopt a charter provision eliminating or
  limiting the personal liability of directors to the corporation or its
  stockholders for breach of fiduciary duty as directors, provided that such
  provision may not eliminate or limit the liability of directors for: (a) any
  breach of the director's duty of loyalty to the corporation or its stockholders;
  (b) any acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law; (c) any payment of a dividend or
  approval of a stock purchase that is illegal under Section 174 of the Delaware
  General Corporation Law; or (d) any transaction from which the director derived
  an improper personal benefit.
  
           Article Eight of Allaire's Amended and Restated Certificate of
  Incorporation provides that to the maximum extent permitted by the Delaware
  General Corporation Law, no director will be personally liable to Allaire or to
  any of its stockholders for monetary damages arising out of such director's
  breach of fiduciary duty as a director. No amendment to or repeal of the
  provisions of Article Eight will apply to or have any effect on the liability or
  the alleged liability of any director with respect to any act or failure to act
  of such director occurring prior to such amendment or repeal. A principal effect
  of Article Eight is to limit or eliminate the potential liability of Allaire's
  directors for monetary damages arising from breaches of their duty of care,
  unless the breach involves one of the four exceptions described in (a) through
  (d) above.
  
           Section 145 of the Delaware General Corporation Law also affords a
  Delaware corporation the power to obtain insurance on behalf of its directors
  and officers against liabilities incurred by them in those capacities. Allaire
  has obtained a directors' and officers' liability and company reimbursement
  liability insurance policy that: (a) insures directors and officers against
  losses (above a deductible amount) arising from certain claims made against them
  by reason of certain acts done or attempted by such directors or officers; and
  (b) insures Allaire against losses (above a deductible amount) arising from any
  such claims, but only if Allaire is required or permitted to indemnify such
  directors or officers for such losses under statutory or common law or under
  provisions of its Amended and Restated Certificate of Incorporation or Amended
  and Restated By- Laws.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.       EXHIBITS.
  
     4.1        Amended and Restated Certificate of Incorporation of Allaire
                Corporation (filed as Exhibit 3.3 to Allaire's registration
                statement on Form S-1, File Number 333-63689, and incorporated
                herein by reference).
  
     4.2        Certificate of Amendment of Amended and Restated Certificate of
                Incorporation of Allaire Corporation (filed as Exhibit 3.2 to
                Allaire's Annual Report on Form 10-K for the fiscal year ended
                December 31, 1999, and incorporated herein by reference).
  
     4.3        Amended and Restated By-Laws of Allaire Corporation (filed as
                Exhibit 3.5 to Allaire's registration statement on Form S-1, File
                Number 333-63689, and incorporated herein by reference).
  
     4.4        Allaire Corporation 2000 Stock Incentive Plan.
  
     5.1        Opinion of Foley, Hoag & Eliot LLP.
  
                                        II-2
  5
    23.1        Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
    23.2        Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).
  
    24.1        Power of Attorney (contained on the signature page).
  
  ITEM 9. UNDERTAKINGS.
  
           1. 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 the
  registration statement will be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time will be deemed to be the initial bona fide offering thereof.
  
            2. 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:
  
                 (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;
  
                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the registration statement. Notwithstanding the foregoing, any
            increase or decrease in volume of securities offered (if the total
            dollar value of securities offered would not exceed that which was
            registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more than
            a 20 percent change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement.
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;
  
  provided, however, that paragraphs 2(a)(1)(i) and 2(a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference herein.
  
            (b) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment will 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.
  
                                        II-3
  6
  
            (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.
  
       3. 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 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.
  
                                        II-4
  7
  
                                     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 Newton, Commonwealth of Massachusetts, on this 10th
  day of August, 2000.
  
                                      ALLAIRE CORPORATION
  
                                      By: /s/ David J. Orfao
                                         ---------------------------------------
                                         David J. Orfao
                                         President and Chief Executive Officer
  
                                        II-5
  8
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints David J. Orfao and David A. Gerth, 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 Securities and Exchange
  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 any or all of them, 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/ Joseph J. Allaire                           Chairman of the Board of Directors, and
  -----------------------------------------       Executive Vice President, Products                    August 10, 2000
  Joseph J. Allaire
  
  /s/ David J. Orfao                              President, Chief Executive Officer and
  -----------------------------------------       Director (principal executive officer)                August 10, 2000
  David J. Orfao
  
  /s/ David A. Gerth                              Vice President, Finance and Operations,
  -----------------------------------------       Treasurer and Chief Financial Officer
  David A. Gerth                                  (principal financial and accounting officer)          August 10, 2000
  
  /s/ Jeremy Allaire                              Chief Technology Officer
  -----------------------------------------       and Director                                          August 10, 2000
  Jeremy Allaire
  
  /s/ Jonathan A. Flint                           Director                                              August 10, 2000
  -----------------------------------------
  Jonathan A. Flint
  
  /s/ John J. Gannon                              Director                                              August 10, 2000
  -----------------------------------------
  John J. Gannon
  
  /s/ Thomas A. Herring                           Director                                              August 10, 2000
  -----------------------------------------
  Thomas A. Herring
  
  /s/ Ronald G. Ward                              Director                                              August 10, 2000
  -----------------------------------------
  Ronald G. Ward
  
  /s/ W. Frank King III                           Director                                              August 10, 2000
  -----------------------------------------
  W. Frank King III
  II-6
  9
  
                                    EXHIBIT INDEX
  
  Exhibit No.        Description
  -----------        -----------
  
     4.1             Amended and Restated Certificate of Incorporation of Allaire
                     Corporation (filed as Exhibit 3.3 to Allaire's registration
                     statement on Form S-1, File Number 333-63689, and
                     incorporated herein by reference).
  
     4.2             Certificate of Amendment of Amended and Restated Certificate
                     of Incorporation of Allaire Corporation (filed as Exhibit
                     3.2 to Allaire's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1999, and incorporated herein by
                     reference).
  
     4.3             Amended and Restated By-Laws of Allaire Corporation (filed
                     as Exhibit 3.5 to Allaire's registration statement on Form
                     S-1, File Number 333-63689, and incorporated herein by
                     reference).
  
     4.4             Allaire Corporation 2000 Stock Incentive Plan.
  
     5.1             Opinion of Foley, Hoag & Eliot LLP.
  
    23.1             Consent of PricewaterhouseCoopers LLP, independent
                     accountants.
  
    23.2             Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).
  
    24.1             Power of Attorney (contained on the signature page).
  
                                        II-7