content: <PAGE>
  
       As filed with the Securities and Exchange Commission on August 24, 2004
                                                        Registration No. 333-_____
  
  ================================================================================
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                   NETEGRITY, INC.
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                04-2911320
       (State of incorporation)           (I.R.S. Employer Identification No.)
  
                          201 JONES ROAD, WALTHAM, MA 02451
                 (Address of Principal Executive Offices) (Zip Code)
  
                              2004 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                                  Regina O. Sommer
                               Chief Financial Officer
                                   Netegrity, Inc.
                                   201 Jones Road
                                  Waltham, MA 02451
                       (Name and address of agent for service)
                                   (781) 890-1700
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                   Proposed            Proposed
        Title of                                   Maximum             Maximum
    Securities to be      Amount to be        Offering Price Per       Aggregate            Amount of
       Registered         Registered(1)             Share           Offering Price      Registration Fee
  -------------------   ----------------      ------------------    --------------      ----------------
  <S>                   <C>                   <C>                   <C>                 <C>
  Common
  Stock, $.01 par
  value per share       4,000,000 shares           $6.625(2)        $26,500,000(2)         $3,357.55
  </TABLE>
  
  (1)   In accordance with Rule 416 under the Securities Act of 1933, as amended,
        this registration statement shall be deemed to cover any additional
        securities that may from time to time be offered or issued to prevent
        dilution resulting from stock splits, stock dividends or similar
        transactions.
  
  (2)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
        amended, and based upon the average of the high and low prices of the
        Registrant's Common Stock as reported on The NASDAQ National Market on
        Market on August 17, 2004.
  
  <PAGE>
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
        ITEM 1. PLAN INFORMATION.
  
        The information required by Item 1 is included in documents sent or given
  to participants in the plan covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
        ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
        The written statement required by Item 2 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
        ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
        (a) The registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the registrant's latest fiscal year for which such statements have been filed.
  
        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
        (c) The description of the securities contained in the registrant's
  registration statement on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
        All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
        ITEM 4. DESCRIPTION OF SECURITIES.
  
        Not applicable.
  
  <PAGE>
  
        ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
        Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of
  the securities being offered by this registration statement. Mark G. Borden and
  Peter N. Handrinos, partners of Wilmer Cutler Pickering Hale and Dorr LLP, serve
  as Assistant Secretaries to the registrant.
  
        ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        Section 102 of the General Corporation Law of the State of Delaware allows
  a corporation to eliminate the personal liability of directors of a corporation
  to the corporation or its stockholders for monetary damages for a breach of
  fiduciary duty as a director, except where the director breached his duty of
  loyalty, failed to act in good faith, engaged in intentional misconduct or
  knowingly violated a law, authorized the payment of a dividend or approved a
  stock repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit. The registrant has included such a provision in its Restated
  Certificate of Incorporation.
  
        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 or she
  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 or she 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 Eighth of the Restated Certificate of Incorporation of the
  registrant provides that a director or officer of the registrant will be
  indemnified by the registrant to the fullest extent authorized by the General
  Corporation Law of the State of Delaware against all expense, liability and loss
  reasonably incurred or suffered by him or her, who we refer to as an indemnitee,
  in connection with any action, suit or proceeding in which he or she is made a
  party or is threatened to be made a party by reason of the fact that he or she
  is or was a director, officer or employee of the registrant, whether the basis
  of such proceeding is alleged action in an official capacity or in any other
  capacity while serving as a director, officer, employee or agent. With respect
  to proceedings to enforce rights to indemnification, the registrant will
  indemnify indemnitees in connection with a proceeding initiated by him or her
  only if the proceeding was authorized by the Board of Directors of the
  registrant. The right to indemnification conferred is a contract right and
  includes the right to be paid by the registrant the expenses incurred in
  defending any such proceeding in advance of its final disposition.
  
        Article Eighth of the Restated Certificate of Incorporation of the
  registrant further provides that if the General Corporation Law of the State of
  Delaware is amended in the future to expand the indemnification permitted to
  directors, the registrant must indemnify those persons to the fullest extent
  permitted by such law. Article Eighth also provides that any repeal or
  modification of Article Eighth may not increase the personal liability of any
  director of the registrant for any act or occurrence taking place prior to that
  time.
  
        Article V of the Amended and Restated By-Laws of the registrant provides
  with respect to a third party action that the registrant will indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal,
  
                                        -2-
  <PAGE>
  
  administrative or investigative by reason of the fact that he or she
  is or was a director or officer of the registrant, or, while a director or
  officer of the registrant, is or was serving at the request of the registrant as
  a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise, against expenses, including attorney's
  fees, judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him or her in connection with such action, suit or proceeding.
  Article V further provides with respect to derivative actions that the
  registrant will indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or completed action or suit by or in
  the right of the registrant to procure a judgment in its favor by reason of the
  fact that he or she is or was a director, officer, employee or agent of the
  registrant, or, while a director or officer of the registrant, is or was serving
  at the request of the registrant as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses, including attorney's fees, actually and reasonably incurred by
  him or her in connection with the defense or settlement of such action or suit.
  
        Article V of the Amended and Restated By-Laws of the registrant further
  provides that the registrant will advance all expenses incurred by the
  indemnitee in defending any action, suit or proceeding in advance of its final
  disposition within 20 days of a written request by the indemnitee. To the extent
  required by law, such payments shall be made only upon receipt of a written
  undertaking by the indemnitee that the indemnitee will repay such amounts if it
  is ultimately determined that he or she is not entitled to be indemnified.
  
        Article V of the Amended and Restated By-Laws of the registrant is not
  exclusive of any other rights to which those seeking indemnification may be
  entitled under any by-law, agreement, vote of stockholders or disinterested
  directors or otherwise. The indemnification continues after a person has ceased
  to be a director, officer, employee or agent. The registrant may also indemnify
  any person who is or was a director, officer, employee or agent of a corporation
  absorbed in a consolidation or merger with the registrant in the same manner as
  it may indemnify any person who is or was a director, officer, employee or agent
  of the registrant.
  
        The registrant has entered into indemnification agreements with each of
  its current non-employee directors to give such directors additional contractual
  assurances regarding the indemnification provisions set forth in its certificate
  of incorporation and bylaws and to provide additional procedural protections.
  
        The registrant has purchased directors' and officers' liability insurance
  which would indemnify its directors and officers against damages arising out of
  certain kinds of claims which might be made against them based on their
  negligent acts or omissions while acting in their capacity as such.
  
        ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable.
  
        ITEM 8. EXHIBITS.
  
        The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
        ITEM 9. UNDERTAKINGS.
  
        1. Item 512(a) of Regulation S-K. The undersigned registrant hereby
  undertakes:
  
              (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:
  
                                        -3-
  <PAGE>
  
                    (i) To include any prospectus required by Section 10(a)(3) of
        the Securities Act;
  
                    (ii) To reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the aggregate,
        represent a fundamental change in the information set forth in the
        registration statement; and
  
                    (iii) To include any material information with respect to the
        plan of distribution not previously disclosed in the registration
        statement or any material change to such information in the registration
        statement;
  
        provided, however, that paragraphs (i) and (ii) do not apply if the
        information required to be included in a post-effective amendment by those
        paragraphs is contained in periodic reports filed with or furnished to the
        Commission by the registrant pursuant to Section 13 or Section 15(d) of
        the Exchange Act that are incorporated by reference in the registration
        statement.
  
              (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be a
        new registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.
  
              (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.
  
        2. Item 512(b) of Regulation S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        3. Item 512(h) of Regulation S-K. Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                        -4-
  <PAGE>
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act 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 City of Waltham, Commonwealth of Massachusetts, on this 24th day
  of August 2004.
  
                                           NETEGRITY, INC.
  
                                           By: /s/ Barry N. Bycoff
                                               -----------------------------------
                                               Barry N. Bycoff
                                               Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
        We, the undersigned officers and directors of Netegrity, Inc., hereby
  severally constitute and appoint Barry N. Bycoff, Regina O. Sommer and M.
  Colette Cooke, and each of them singly, our true and lawful attorneys with full
  power to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable Netegrity, Inc. to comply with
  the provisions of the Securities Act of 1933, as amended, and all requirements
  of the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
        SIGNATURE                              TITLE                            DATE
        ---------                              -----                            ----
  <S>                                 <C>                                  <C>
  /s/ Barry N. Bycoff                 President, Chief Executive           August 23, 2004
  ------------------------------      Officer and Director (Principal
  Barry N. Bycoff                     executive officer)
  
  /s/ Regina O. Sommer                Chief Financial Officer and          August 20, 2004
  ------------------------------      Treasurer (Principal financial
  Regina O. Sommer                    and accounting officer)
  
  /s/ Sandra England Bergeron         Director                             August 18, 2004
  ------------------------------
  Sandra England Bergeron
  
                                      Director
  ------------------------------
  Eric R. Giler
  </TABLE>
  
                                        -5-
  <PAGE>
  
  <TABLE>
  <S>                                 <C>                                  <C>
  /s/ Lawrence D. Lenihan             Director                             August 20, 2004
  ------------------------------
  Lawrence D. Lenihan
  
  /s/ Ronald T. Maheu                 Director                             August 19, 2004
  ------------------------------
  Ronald T. Maheu
  
  /s/ Ralph B. Wagner                 Director                             August 19, 2004
  ------------------------------
  Ralph B. Wagner
  </TABLE>
  
                                        -6-
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Number      Description
  ------      -----------
  <S>         <C>
  4.1(1)      Restated Certificate of Incorporation
  
  4.2(2)      Amended and Restated By-Laws
  
  5           Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
  
  23.1        Consent of Wilmer Cutler Pickering Hale and Dorr LLP
              (included in Exhibit 5)
  
  23.2        Consent of KPMG LLP
  
  24          Power of Attorney (included on the signature pages of this registration
              statement)
  </TABLE>
  
  ------------------
  
  (1)   Previously filed with the Securities and Exchange Commission as Exhibit
        3.1 to the Registrant's Registration Statement on Form S-3 (File No.
        333-82640) filed February 12, 2002 and incorporated herein by reference.
  
  (2)   Previously filed with the Securities and Exchange Commission as Exhibit
        3.02 to the Registrant's Annual Report on Form 10-K for the fiscal year
        ended December 31, 2003 (File No. 001-10139) and incorporated herein by
        reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b51576nesv8.txt", "description": "NETEGRITY, INC.", "secsgml_size_bytes": 21856}]
metadata_filer: {"company-data": {"conformed-name": "NETEGRITY INC", "cik": "0000840824", "assigned-sic": "7372", "irs-number": "042911320", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118511", "film-number": "04993646"}, "business-address": {"street1": "245 WINTER ST", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178901700"}, "mail-address": {"street1": "245 WINTER STREET", "street2": "0", "city": "WALTHAM", "state": "MA", "zip": "02184"}, "former-company": {"former-conformed-name": "SOFTWARE DEVELOPERS CO INC/DE/", "date-changed": "19920703"}}
text: As filed with the Securities and Exchange Commission on August 24, 2004
                                                        Registration No. 333-_____
  
  ================================================================================
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                   NETEGRITY, INC.
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                04-2911320
       (State of incorporation)           (I.R.S. Employer Identification No.)
  
                          201 JONES ROAD, WALTHAM, MA 02451
                 (Address of Principal Executive Offices) (Zip Code)
  
                              2004 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                                  Regina O. Sommer
                               Chief Financial Officer
                                   Netegrity, Inc.
                                   201 Jones Road
                                  Waltham, MA 02451
                       (Name and address of agent for service)
                                   (781) 890-1700
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  Proposed            Proposed
        Title of                                   Maximum             Maximum
    Securities to be      Amount to be        Offering Price Per       Aggregate            Amount of
       Registered         Registered(1)             Share           Offering Price      Registration Fee
  -------------------   ----------------      ------------------    --------------      ----------------
  Common
  Stock, $.01 par
  value per share       4,000,000 shares           $6.625(2)        $26,500,000(2)         $3,357.55
  (1)   In accordance with Rule 416 under the Securities Act of 1933, as amended,
        this registration statement shall be deemed to cover any additional
        securities that may from time to time be offered or issued to prevent
        dilution resulting from stock splits, stock dividends or similar
        transactions.
  
  (2)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
        amended, and based upon the average of the high and low prices of the
        Registrant's Common Stock as reported on The NASDAQ National Market on
        Market on August 17, 2004.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
        ITEM 1. PLAN INFORMATION.
  
        The information required by Item 1 is included in documents sent or given
  to participants in the plan covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
        ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
        The written statement required by Item 2 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
        ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
        (a) The registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the registrant's latest fiscal year for which such statements have been filed.
  
        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
        (c) The description of the securities contained in the registrant's
  registration statement on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
        All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
        ITEM 4. DESCRIPTION OF SECURITIES.
  
        Not applicable.
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
        Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of
  the securities being offered by this registration statement. Mark G. Borden and
  Peter N. Handrinos, partners of Wilmer Cutler Pickering Hale and Dorr LLP, serve
  as Assistant Secretaries to the registrant.
  
        ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        Section 102 of the General Corporation Law of the State of Delaware allows
  a corporation to eliminate the personal liability of directors of a corporation
  to the corporation or its stockholders for monetary damages for a breach of
  fiduciary duty as a director, except where the director breached his duty of
  loyalty, failed to act in good faith, engaged in intentional misconduct or
  knowingly violated a law, authorized the payment of a dividend or approved a
  stock repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit. The registrant has included such a provision in its Restated
  Certificate of Incorporation.
  
        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 or she
  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 or she 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 Eighth of the Restated Certificate of Incorporation of the
  registrant provides that a director or officer of the registrant will be
  indemnified by the registrant to the fullest extent authorized by the General
  Corporation Law of the State of Delaware against all expense, liability and loss
  reasonably incurred or suffered by him or her, who we refer to as an indemnitee,
  in connection with any action, suit or proceeding in which he or she is made a
  party or is threatened to be made a party by reason of the fact that he or she
  is or was a director, officer or employee of the registrant, whether the basis
  of such proceeding is alleged action in an official capacity or in any other
  capacity while serving as a director, officer, employee or agent. With respect
  to proceedings to enforce rights to indemnification, the registrant will
  indemnify indemnitees in connection with a proceeding initiated by him or her
  only if the proceeding was authorized by the Board of Directors of the
  registrant. The right to indemnification conferred is a contract right and
  includes the right to be paid by the registrant the expenses incurred in
  defending any such proceeding in advance of its final disposition.
  
        Article Eighth of the Restated Certificate of Incorporation of the
  registrant further provides that if the General Corporation Law of the State of
  Delaware is amended in the future to expand the indemnification permitted to
  directors, the registrant must indemnify those persons to the fullest extent
  permitted by such law. Article Eighth also provides that any repeal or
  modification of Article Eighth may not increase the personal liability of any
  director of the registrant for any act or occurrence taking place prior to that
  time.
  
        Article V of the Amended and Restated By-Laws of the registrant provides
  with respect to a third party action that the registrant will indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal,
  
                                        -2-
  administrative or investigative by reason of the fact that he or she
  is or was a director or officer of the registrant, or, while a director or
  officer of the registrant, is or was serving at the request of the registrant as
  a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise, against expenses, including attorney's
  fees, judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him or her in connection with such action, suit or proceeding.
  Article V further provides with respect to derivative actions that the
  registrant will indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or completed action or suit by or in
  the right of the registrant to procure a judgment in its favor by reason of the
  fact that he or she is or was a director, officer, employee or agent of the
  registrant, or, while a director or officer of the registrant, is or was serving
  at the request of the registrant as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses, including attorney's fees, actually and reasonably incurred by
  him or her in connection with the defense or settlement of such action or suit.
  
        Article V of the Amended and Restated By-Laws of the registrant further
  provides that the registrant will advance all expenses incurred by the
  indemnitee in defending any action, suit or proceeding in advance of its final
  disposition within 20 days of a written request by the indemnitee. To the extent
  required by law, such payments shall be made only upon receipt of a written
  undertaking by the indemnitee that the indemnitee will repay such amounts if it
  is ultimately determined that he or she is not entitled to be indemnified.
  
        Article V of the Amended and Restated By-Laws of the registrant is not
  exclusive of any other rights to which those seeking indemnification may be
  entitled under any by-law, agreement, vote of stockholders or disinterested
  directors or otherwise. The indemnification continues after a person has ceased
  to be a director, officer, employee or agent. The registrant may also indemnify
  any person who is or was a director, officer, employee or agent of a corporation
  absorbed in a consolidation or merger with the registrant in the same manner as
  it may indemnify any person who is or was a director, officer, employee or agent
  of the registrant.
  
        The registrant has entered into indemnification agreements with each of
  its current non-employee directors to give such directors additional contractual
  assurances regarding the indemnification provisions set forth in its certificate
  of incorporation and bylaws and to provide additional procedural protections.
  
        The registrant has purchased directors' and officers' liability insurance
  which would indemnify its directors and officers against damages arising out of
  certain kinds of claims which might be made against them based on their
  negligent acts or omissions while acting in their capacity as such.
  
        ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable.
  
        ITEM 8. EXHIBITS.
  
        The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
        ITEM 9. UNDERTAKINGS.
  
        1. Item 512(a) of Regulation S-K. The undersigned registrant hereby
  undertakes:
  
              (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:
  
                                        -3-
  (i) To include any prospectus required by Section 10(a)(3) of
        the Securities Act;
  
                    (ii) To reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the aggregate,
        represent a fundamental change in the information set forth in the
        registration statement; and
  
                    (iii) To include any material information with respect to the
        plan of distribution not previously disclosed in the registration
        statement or any material change to such information in the registration
        statement;
  
        provided, however, that paragraphs (i) and (ii) do not apply if the
        information required to be included in a post-effective amendment by those
        paragraphs is contained in periodic reports filed with or furnished to the
        Commission by the registrant pursuant to Section 13 or Section 15(d) of
        the Exchange Act that are incorporated by reference in the registration
        statement.
  
              (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be a
        new registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.
  
              (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.
  
        2. Item 512(b) of Regulation S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        3. Item 512(h) of Regulation S-K. Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                        -4-
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act 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 City of Waltham, Commonwealth of Massachusetts, on this 24th day
  of August 2004.
  
                                           NETEGRITY, INC.
  
                                           By: /s/ Barry N. Bycoff
                                               -----------------------------------
                                               Barry N. Bycoff
                                               Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
        We, the undersigned officers and directors of Netegrity, Inc., hereby
  severally constitute and appoint Barry N. Bycoff, Regina O. Sommer and M.
  Colette Cooke, and each of them singly, our true and lawful attorneys with full
  power to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable Netegrity, Inc. to comply with
  the provisions of the Securities Act of 1933, as amended, and all requirements
  of the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                              TITLE                            DATE
        ---------                              -----                            ----
  /s/ Barry N. Bycoff                 President, Chief Executive           August 23, 2004
  ------------------------------      Officer and Director (Principal
  Barry N. Bycoff                     executive officer)
  
  /s/ Regina O. Sommer                Chief Financial Officer and          August 20, 2004
  ------------------------------      Treasurer (Principal financial
  Regina O. Sommer                    and accounting officer)
  
  /s/ Sandra England Bergeron         Director                             August 18, 2004
  ------------------------------
  Sandra England Bergeron
  
                                      Director
  ------------------------------
  Eric R. Giler
  -5-
  /s/ Lawrence D. Lenihan             Director                             August 20, 2004
  ------------------------------
  Lawrence D. Lenihan
  
  /s/ Ronald T. Maheu                 Director                             August 19, 2004
  ------------------------------
  Ronald T. Maheu
  
  /s/ Ralph B. Wagner                 Director                             August 19, 2004
  ------------------------------
  Ralph B. Wagner
  -6-
  INDEX TO EXHIBITS
  Number      Description
  ------      -----------
  4.1(1)      Restated Certificate of Incorporation
  
  4.2(2)      Amended and Restated By-Laws
  
  5           Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
  
  23.1        Consent of Wilmer Cutler Pickering Hale and Dorr LLP
              (included in Exhibit 5)
  
  23.2        Consent of KPMG LLP
  
  24          Power of Attorney (included on the signature pages of this registration
              statement)
  ------------------
  
  (1)   Previously filed with the Securities and Exchange Commission as Exhibit
        3.1 to the Registrant's Registration Statement on Form S-3 (File No.
        333-82640) filed February 12, 2002 and incorporated herein by reference.
  
  (2)   Previously filed with the Securities and Exchange Commission as Exhibit
        3.02 to the Registrant's Annual Report on Form 10-K for the fiscal year
        ended December 31, 2003 (File No. 001-10139) and incorporated herein by
        reference.