content: <PAGE>   1
        As filed with the Securities and Exchange Commission on June 12, 2000
  
                                                   REGISTRATION STATEMENT NO. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              -------------------------
  
                                  FAIRMARKET, INC.
               (Exact name of Registrant as specified in its charter)
  
              DELAWARE                                        04-3351937
    (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                       Identification No.)
  
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
                                   (781) 376-5600
  
  
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
  
                        2000 STOCK OPTION AND INCENTIVE PLAN
  
                              (Full Title of the Plan)
  
                           -------------------------------
  
                                  SCOTT T. RANDALL
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  FAIRMARKET, INC.
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
  
         (Name, address, including zip code, and telephone number, including
                   area code, of Registrant's agent for service)
  
                                   With a copy to:
  
                                DAVID F. DIETZ, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                               PROPOSED MAXIMUM            PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE         AMOUNT TO BE             OFFERING PRICE PER          AGGREGATE OFFERING            AMOUNT OF
          REGISTERED                REGISTERED (1)                  SHARE                       PRICE                REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                  <C>                         <C>
  2000 STOCK OPTION AND
  INCENTIVE PLAN                       10,500 shares               $8.75
                                       55,500 shares               $8.1875
  Common Stock, $.001               2,054,000 shares               $7.51565(2)             $15,983,426.35               $4,219.62
  par value
  ------------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  (1)  Plus such additional number of shares as may be required pursuant to the
       plan in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  
  
  (2)  This estimate is made solely for the purposes of determining the
       registration fee and is based upon the average of the high and low price of
       the Common Stock on June 7, 2000.
  
  
  <PAGE>   2
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
          The documents containing the information specified in the requirements
  of Part I are not required to be filed with the Securities and Exchange
  Commission as part of this Registration Statement on Form S-8.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          FairMarket, Inc. (the "Company") hereby incorporates by reference into
  this Registration Statement (a) the Company's prospectus filed pursuant to Rule
  424(b) under the Securities Act on March 13, 2000, (b) the description of the
  Company's Common Stock contained in the Registration Statement on Form 8-A,
  dated February 9, 2000, as filed with the Securities and Exchange Commission on
  February 10, 2000, pursuant to Section 12(g) of the Securities Exchange Act of
  1934, as amended and (c) all reports filed pursuant to Section 13(a) or 15(d) of
  the Exchange Act by the Company since March 13, 2000.
  
          All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  or 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and 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, including the prospectus filed pursuant to Rule 424(b),
  shall be deemed to be incorporated by reference herein and to be a part hereof
  from the date of filing of 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 purposes hereof to the extent that a statement contained herein or in any
  other subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.        DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          In accordance with Section 145 of the Delaware General Corporate Law,
  Article VII of the Company's amended and restated certificate of incorporation
  provides that no director of the Company shall be personally liable to the
  Company or to its stockholders for monetary damages for breach of fiduciary duty
  as a director, except for liability (1) for any breach of the director's duty of
  loyalty to the Company or its stockholders, (2) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of the
  law, (3) in respect of unlawful dividend payments or stock redemptions or
  repurchases, or (4) for any transaction from which the director derived an
  improper personal benefit. In addition, the Company's amended and restated
  certificate of incorporation provides that if the Delaware General Corporation
  Law is amended to authorize the further elimination or limitation of the
  liability of directors, then the liability of a director of the Company shall be
  eliminated or limited to the fullest extent permitted by the Delaware General
  Corporation Law, as so amended.
  
  
  
  <PAGE>   3
  
  
  
          For information regarding provisions under which a director or officer
  of the Company may be insured or indemnified in any manner against any liability
  which he or she may incur in his or her capacity as such, reference is made to
  Article IX of the Company's Bylaws, which provides in general that the Company
  shall indemnify its officers, directors, employees and agents to the fullest
  extent authorized by law.
  
          The Company has directors' and officers' liability insurance covering
  certain liabilities incurred by the officers and directors of the Company in
  connection with the performance of their duties.
  
  ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  
  ITEM 8.        EXHIBITS.
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
           3.1      Amended and Restated Certificate of Incorporation of the
                    Company*
  
           3.4      Bylaws of the Company*
  
           5.1      Opinion of Goodwin, Procter & Hoar LLP
  
          23.1      Consent of PricewaterhouseCoopers LLP
  
          23.2      Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit
                    5.1)
  
          24.1      Powers of attorney (see signature page)
  
  --------------
  
           * Incorporated by reference to the relevant exhibit to the FairMarket,
  Inc. Registration Statement on Form S-1 (SEC File No. 333-92677), as amended, as
  filed with the Securities and Exchange Commission.
  
  ITEM 9.               UNDERTAKINGS
  
           (a)          The undersigned Company hereby undertakes:
  
                        (1) To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                             (i) To include any prospectus required by Section
           10(a)(3) of the Securities Act of 1933;
  
                             (ii) To reflect in the prospectus any acts 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
           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% change in the
           maximum aggregate offering price set forth in "Calculation of
           Registration Fee" table in the effective Registration Statement;
  
  
                                          2
  
  <PAGE>   4
  
  
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the undersigned Company pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the 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;
  
                        (2) That, for the purpose of determining any liability
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof; and
  
                        (3) To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b) The undersigned Company hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Company's annual report pursuant to Section 13(a) or 15(d) of
           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.
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Company pursuant to the foregoing provisions, or
           otherwise, the Company has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore, unenforceable.
           In the event that a claim for indemnification against such liabilities
           (other than the payment by the Company of expenses incurred or paid by
           a director, officer or controlling person of the Company 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 Company will, unless in the opinion of
           its counsel the matter has been settled by controlling precedent,
           submit to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the Act
           and will be governed by the final adjudication of such issue.
  
  
                                          3
  
  <PAGE>   5
  
  
  
                                     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 Boston, Massachusetts, on June 9, 2000.
  
                                              FAIRMARKET, INC.
  
  
                                              By:  /s/ Scott T. Randall
                                                   -----------------------
                                                   Scott T. Randall
                                                   Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
          Each person whose signature appears below constitutes and appoints Scott
  T. Randall and John Belchers, and each of them, as his true and lawful
  attorney-in-fact and agent, with full power of substitution, for him and in his
  name, place and stead, in any and all capacities to sign any or all amendments
  or post-effective amendments to this registration statement (or any registration
  statement for the same offering that is to be effective upon filing pursuant to
  Rule 462(b) under the Securities Act) and to file the same, with all exhibits
  thereto and other documents in connection therewith, with the Securities and
  Exchange Commission, granting unto said attorney-in-fact and agent full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorney-in-fact and agent or his substitute 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 below by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
              SIGNATURE                                      TITLE                                     DATE
  
  
  <S>                                         <C>                                                   <C>
  /s/ Scott T. Randall                        Chief Executive Officer,                              June 9, 2000
  -----------------------------               President and Director (Principal
  SCOTT T. RANDALL                            Executive Officer)
  
  
  /s/ John Belchers                           Chief Financial Officer                               June 9, 2000
  ------------------------------              (Principal Financial and Accounting Officer)
  JOHN BELCHERS
  
  /s/ Jeffrey Drazan                          Director                                              June 9, 2000
  -----------------------------
  JEFFREY DRAZAN
  
  /s/ Nanda Krish                             Director                                              June 9, 2000
  -----------------------------
  NANDA KRISH
  
  /s/ Richard Pallan                          Director                                              June 9, 2000
  ------------------------------
  RICHARD PALLAN
  </TABLE>
  
  
  
  <PAGE>   6
  
  
  
  
                                    EXHIBIT INDEX
  
  
        EXHIBIT
        NUMBER                  DESCRIPTION
  
          3.1                Amended and Restated Certificate of Incorporation of
                             the Company*
  
          3.4                Bylaws of the Company*
  
          5.1                Opinion of Goodwin, Procter & Hoar LLP
  
         23.1                Consent of PricewaterhouseCoopers LLP
  
         23.2                Consent of Goodwin, Procter & Hoar LLP (contained in
                             Exhibit 5.1)
  
         24.1                Powers of attorney (see signature page)
  
  ------------
  * Incorporated by reference to the relevant exhibit to the FairMarket, Inc.
  Registration Statement on Form S-1 (SEC File No. 333-92677), as amended, as
  filed with the Securities and Exchange Commission.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FAIRMARKET, INC.", "secsgml_size_bytes": 17687}]
metadata_filer: {"company-data": {"conformed-name": "FAIRMARKET INC", "cik": "0001053676", "assigned-sic": "7389", "irs-number": "043351937", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39054", "film-number": "653099"}, "business-address": {"street1": "400 UNICORN PARK DR", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "7819357090"}, "mail-address": {"street1": "400 UNICORN PARK DRIVE", "city": "WOBURN", "state": "MA", "zip": "01801"}}
text: 1
        As filed with the Securities and Exchange Commission on June 12, 2000
  
                                                   REGISTRATION STATEMENT NO. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              -------------------------
  
                                  FAIRMARKET, INC.
               (Exact name of Registrant as specified in its charter)
  
              DELAWARE                                        04-3351937
    (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                       Identification No.)
  
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
                                   (781) 376-5600
  
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
  
                        2000 STOCK OPTION AND INCENTIVE PLAN
  
                              (Full Title of the Plan)
  
                           -------------------------------
  
                                  SCOTT T. RANDALL
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  FAIRMARKET, INC.
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
  
         (Name, address, including zip code, and telephone number, including
                   area code, of Registrant's agent for service)
  
                                   With a copy to:
  
                                DAVID F. DIETZ, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                               PROPOSED MAXIMUM            PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE         AMOUNT TO BE             OFFERING PRICE PER          AGGREGATE OFFERING            AMOUNT OF
          REGISTERED                REGISTERED (1)                  SHARE                       PRICE                REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------------
  2000 STOCK OPTION AND
  INCENTIVE PLAN                       10,500 shares               $8.75
                                       55,500 shares               $8.1875
  Common Stock, $.001               2,054,000 shares               $7.51565(2)             $15,983,426.35               $4,219.62
  par value
  ------------------------------------------------------------------------------------------------------------------------------------
  (1)  Plus such additional number of shares as may be required pursuant to the
       plan in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  
  (2)  This estimate is made solely for the purposes of determining the
       registration fee and is based upon the average of the high and low price of
       the Common Stock on June 7, 2000.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
          The documents containing the information specified in the requirements
  of Part I are not required to be filed with the Securities and Exchange
  Commission as part of this Registration Statement on Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          FairMarket, Inc. (the "Company") hereby incorporates by reference into
  this Registration Statement (a) the Company's prospectus filed pursuant to Rule
  424(b) under the Securities Act on March 13, 2000, (b) the description of the
  Company's Common Stock contained in the Registration Statement on Form 8-A,
  dated February 9, 2000, as filed with the Securities and Exchange Commission on
  February 10, 2000, pursuant to Section 12(g) of the Securities Exchange Act of
  1934, as amended and (c) all reports filed pursuant to Section 13(a) or 15(d) of
  the Exchange Act by the Company since March 13, 2000.
  
          All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  or 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and 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, including the prospectus filed pursuant to Rule 424(b),
  shall be deemed to be incorporated by reference herein and to be a part hereof
  from the date of filing of 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 purposes hereof to the extent that a statement contained herein or in any
  other subsequently filed document which also is incorporated or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.        DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          In accordance with Section 145 of the Delaware General Corporate Law,
  Article VII of the Company's amended and restated certificate of incorporation
  provides that no director of the Company shall be personally liable to the
  Company or to its stockholders for monetary damages for breach of fiduciary duty
  as a director, except for liability (1) for any breach of the director's duty of
  loyalty to the Company or its stockholders, (2) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of the
  law, (3) in respect of unlawful dividend payments or stock redemptions or
  repurchases, or (4) for any transaction from which the director derived an
  improper personal benefit. In addition, the Company's amended and restated
  certificate of incorporation provides that if the Delaware General Corporation
  Law is amended to authorize the further elimination or limitation of the
  liability of directors, then the liability of a director of the Company shall be
  eliminated or limited to the fullest extent permitted by the Delaware General
  Corporation Law, as so amended.
  3
  
          For information regarding provisions under which a director or officer
  of the Company may be insured or indemnified in any manner against any liability
  which he or she may incur in his or her capacity as such, reference is made to
  Article IX of the Company's Bylaws, which provides in general that the Company
  shall indemnify its officers, directors, employees and agents to the fullest
  extent authorized by law.
  
          The Company has directors' and officers' liability insurance covering
  certain liabilities incurred by the officers and directors of the Company in
  connection with the performance of their duties.
  
  ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  ITEM 8.        EXHIBITS.
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
           3.1      Amended and Restated Certificate of Incorporation of the
                    Company*
  
           3.4      Bylaws of the Company*
  
           5.1      Opinion of Goodwin, Procter & Hoar LLP
  
          23.1      Consent of PricewaterhouseCoopers LLP
  
          23.2      Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit
                    5.1)
  
          24.1      Powers of attorney (see signature page)
  
  --------------
  
           * Incorporated by reference to the relevant exhibit to the FairMarket,
  Inc. Registration Statement on Form S-1 (SEC File No. 333-92677), as amended, as
  filed with the Securities and Exchange Commission.
  
  ITEM 9.               UNDERTAKINGS
  
           (a)          The undersigned Company hereby undertakes:
  
                        (1) To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                             (i) To include any prospectus required by Section
           10(a)(3) of the Securities Act of 1933;
  
                             (ii) To reflect in the prospectus any acts 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
           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% change in the
           maximum aggregate offering price set forth in "Calculation of
           Registration Fee" table in the effective Registration Statement;
  
                                          2
  4
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the undersigned Company pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the 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;
  
                        (2) That, for the purpose of determining any liability
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof; and
  
                        (3) To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b) The undersigned Company hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Company's annual report pursuant to Section 13(a) or 15(d) of
           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.
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Company pursuant to the foregoing provisions, or
           otherwise, the Company has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Act and is, therefore, unenforceable.
           In the event that a claim for indemnification against such liabilities
           (other than the payment by the Company of expenses incurred or paid by
           a director, officer or controlling person of the Company 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 Company will, unless in the opinion of
           its counsel the matter has been settled by controlling precedent,
           submit to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the Act
           and will be governed by the final adjudication of such issue.
  
                                          3
  5
  
                                     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 Boston, Massachusetts, on June 9, 2000.
  
                                              FAIRMARKET, INC.
  
                                              By:  /s/ Scott T. Randall
                                                   -----------------------
                                                   Scott T. Randall
                                                   Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          Each person whose signature appears below constitutes and appoints Scott
  T. Randall and John Belchers, and each of them, as his true and lawful
  attorney-in-fact and agent, with full power of substitution, for him and in his
  name, place and stead, in any and all capacities to sign any or all amendments
  or post-effective amendments to this registration statement (or any registration
  statement for the same offering that is to be effective upon filing pursuant to
  Rule 462(b) under the Securities Act) and to file the same, with all exhibits
  thereto and other documents in connection therewith, with the Securities and
  Exchange Commission, granting unto said attorney-in-fact and agent full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorney-in-fact and agent or his substitute 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 below by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                                      TITLE                                     DATE
  /s/ Scott T. Randall                        Chief Executive Officer,                              June 9, 2000
  -----------------------------               President and Director (Principal
  SCOTT T. RANDALL                            Executive Officer)
  
  /s/ John Belchers                           Chief Financial Officer                               June 9, 2000
  ------------------------------              (Principal Financial and Accounting Officer)
  JOHN BELCHERS
  
  /s/ Jeffrey Drazan                          Director                                              June 9, 2000
  -----------------------------
  JEFFREY DRAZAN
  
  /s/ Nanda Krish                             Director                                              June 9, 2000
  -----------------------------
  NANDA KRISH
  
  /s/ Richard Pallan                          Director                                              June 9, 2000
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  RICHARD PALLAN
  6
  
                                    EXHIBIT INDEX
  
        EXHIBIT
        NUMBER                  DESCRIPTION
  
          3.1                Amended and Restated Certificate of Incorporation of
                             the Company*
  
          3.4                Bylaws of the Company*
  
          5.1                Opinion of Goodwin, Procter & Hoar LLP
  
         23.1                Consent of PricewaterhouseCoopers LLP
  
         23.2                Consent of Goodwin, Procter & Hoar LLP (contained in
                             Exhibit 5.1)
  
         24.1                Powers of attorney (see signature page)
  
  ------------
  * Incorporated by reference to the relevant exhibit to the FairMarket, Inc.
  Registration Statement on Form S-1 (SEC File No. 333-92677), as amended, as
  filed with the Securities and Exchange Commission.