content: <PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2003
                                                     REGISTRATION NO. 333-________
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                   NAVISITE, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
                                     ----------
  
                   DELAWARE                                      52-2137343
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)
  
  400 MINUTEMAN ROAD, ANDOVER, MASSACHUSETTS                        01810
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
  
                   AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
                              (FULL TITLE OF THE PLAN)
  
                                     ----------
  
                                    KENNETH DRAKE
                            GENERAL COUNSEL AND SECRETARY
                                   NAVISITE, INC.
                                 400 MINUTEMAN ROAD
                            ANDOVER, MASSACHUSETTS 01810
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (978) 682-8300
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                                     ----------
  
                                     COPIES TO:
                              THOMAS B. ROSEDALE, ESQ.
                           BROWNE ROSEDALE & LANOUETTE LLP
                           31 ST. JAMES AVENUE, SUITE 830
                             BOSTON, MASSACHUSETTS 02116
                                   (617) 399-6931
  
  
  
  <PAGE>
                                     ----------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ================================================================================================================
               TITLE OF                       AMOUNT          PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
            SECURITIES TO BE                   TO BE           OFFERING PRICE     AGGREGATE OFFERING  REGISTRATION
               REGISTERED                    REGISTERED          PER SHARE              PRICE             FEE
  ----------------------------------------------------------------------------------------------------------------
  <S>                                     <C>                 <C>                 <C>                 <C>
  Common Stock, $.01 par value            2,170,000 shares      $  2.55(1)          $ 5,533,500(1)     $  447.67
                                            107,000 shares      $  3.53(2)          $   377,710(2)     $   30.56
                                             64,000 shares      $  4.97(3)          $   318,080(3)     $   25.74
                                             20,000 shares      $  8.40(4)          $   168,000(4)     $   13.60
                                          1,439,000 shares      $  7.775(5)         $11,188,225(5)     $  905.13
  
  Total:                                  3,800,000 shares                          $17,585,515        $1,422.70
  ================================================================================================================
  </TABLE>
  
  (1)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 2,170,000 shares at an exercise price of $2.55 per
       share. The aggregate offering price and registration statement fee have
       been computed upon the basis of the price at which the options may be
       exercised, pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
       amended.
  
  (2)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 107,000 shares at an exercise price of $3.53 per
       share. The aggregate offering price and registration statement fee have
       been computed upon the basis of the price at which the options may be
       exercised, pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
       amended.
  
  (3)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 64,000 shares at an exercise price of $4.97 per
       share. The aggregate offering price and registration statement fee have
       been computed upon the basis of the price at which the options may be
       exercised, pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
       amended.
  
  (4)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 20,000 shares at an exercise price of $8.40 per
       share. The aggregate offering price and registration statement fee have
       been computed upon the basis of the price at which the options may be
       exercised, pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
       amended.
  
  (5)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the Common Stock on the
       Nasdaq SmallCap Market on December 8, 2003 in accordance with Rules
       457(c) and 457(h) under the Securities Act of 1933, as amended.
  
  ================================================================================
  
  
  <PAGE>
  
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
            The information required by Part I is included in documents sent or
  given to participants in the Registrant's Amended and Restated 2003 Stock
  Incentive Plan, pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
  amended (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:
  
       (1)  The Registrant's latest annual report filed pursuant to Sections 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.
  
       (2)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the document
            referred to in (1) above.
  
       (3)  The description of the common stock of the Registrant, $.01 par value
            per share (the "Common Stock"), contained in a registration statement
            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 shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  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 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
               --------------------------------------
  
            Not applicable.
  
       Item 6. Indemnification of Directors and Officers
               -----------------------------------------
  
            Section 145 of the Delaware General Corporation Law grants the
  Registrant the power to indemnify each 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, administrative, or investigative
  by reason of the fact that he or she is or was a director, officer, employee or
  agent of the Registrant, or 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
  attorneys' fees), judgments, fines and amounts paid by him or her in connection
  with such action, suit or proceeding if he or she 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 Registrant, and with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was unlawful;
  provided, however, no indemnification shall be made in connection with any
  
  
  <PAGE>
  proceeding brought by or in the right of the Registrant where the person
  involved is adjudged to be liable to the Registrant, except to the extent
  approved by a court.
  
            The Registrant's Amended and Restated Certificate of Incorporation, as
  amended (the "Certificate of Incorporation"), provides that a director or
  officer of the Registrant (a) shall be indemnified by the Registrant against all
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement incurred in connection with any litigation or other legal proceeding
  (other than an action by or in the right of the Registrant) brought against him
  by virtue of his position as a director or officer of the Registrant if he acted
  in good faith and in a manner he reasonably believed to be in, or not opposed
  to, the best interests of the Registrant, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by the Registrant against all expenses
  (including attorneys' fees) and amounts paid in settlement incurred in
  connection with any action by or in the right of the Registrant brought against
  him by virtue of his position as a director or officer of the Registrant if he
  acted in good faith and in a manner he reasonably believed to be in, or not
  opposed to, the best interests of the Registrant, except that no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the Registrant, unless and only to the extent that the
  Court of Chancery of Delaware determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his request, unless it is determined that he did not act in good
  faith and in a manner he reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his conduct was unlawful;
  provided that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  
            Article NINTH provides that the Registrant shall have the power to
  purchase and maintain insurance to protect itself and any person who is or was a
  director, officer, employee, or agent of the Registrant, or another corporation,
  partnership, joint venture, trust, or other enterprise, against any expense,
  liability or loss incurred by such person in any such capacity, or arising out
  of his or her status as such, whether or not the Registrant would have the power
  to indemnify such person against such expense, liability or loss under the
  Delaware General Corporation Law. In addition, the Registrant's Certificate of
  Incorporation provides that the indemnification provided therein is not
  exclusive and provides that the Registrant may enter into agreements with
  officers and directors providing for indemnification rights and procedures
  different from those set forth in the Registrant's Certificate of Incorporation.
  
            As a condition precedent to the right of indemnification, the director
  or officer must give the Registrant notice of the action for which indemnity is
  sought and the Registrant has the right to participate in such action or assume
  the defense thereof.
  
            The Registrant has obtained directors' and officers' liability
  insurance which would insure the directors and officers of the Registrant
  against damages arising from certain kinds of claims which might be made against
  them based upon their negligent acts or omissions while acting in their
  respective capacities as directors or officers. The Registrant has entered into
  agreements with each of its directors and executive officers affirming the
  Registrant's obligation to indemnify them to the fullest extent permitted by law
  and providing various other protections.
  
            Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
  Article EIGHTH of the Certificate of Incorporation provides that no director of
  the Registrant shall be personally liable for any monetary damages for breach of
  fiduciary duty as a director, except to the extent that the Delaware General
  Corporation Law prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  
  
  
  <PAGE>
  
  
       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. The undersigned Registrant hereby undertakes:
  
                 (1)  To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                (i)    To include any prospectus required by Section 10(a)(3) of
                       the Securities Act;
  
                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of the Registration Statement (or
                       the most recent post-effective amendment thereof) which,
                       individually or in the aggregate, represent a fundamental
                       change in the information set forth in the Registration
                       Statement; and
  
                (iii)  To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the Registration Statement;
  
                 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 Sections 13 or 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. 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 Sections 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.
  
            3. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Andover, Commonwealth of Massachusetts on December
  15, 2003.
  
                                      NaviSite, Inc.
  
  
                                      By:         /s/ Arthur P. Becker
                                          -------------------------------------
                                                     Arthur P. Becker
                                          Chief Executive Officer and President
  
  
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of NaviSite, Inc., hereby
  severally constitute Arthur P. Becker, James W. Pluntze and Kenneth Drake, 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 in our behalf in our capacities as officers and
  directors to enable NaviSite, Inc. to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
  
  
  <PAGE>
  
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on December 15, 2003.
  
             Signature                                Title
             ---------                                -----
  
  
         /s/ Andrew Ruhan                   Chairman of the Board of Directors
  ------------------------------------
           Andrew Ruhan
  
       /s/ Arthur P. Becker                 Chief Executive Officer, President
  ------------------------------------      and Director (Principal Executive
         Arthur P. Becker                   Officer)
  
       /s/ James W. Pluntze                 Chief Financial Officer (Principal
  ------------------------------------      Financial and Accounting Officer)
         James W. Pluntze
  
         /s/ Gabriel Ruhan                  Chief Operating Officer and Director
  ------------------------------------
           Gabriel Ruhan
  
       /s/ James H. Dennedy                 Director
  ------------------------------------
         James H. Dennedy
  
        /s/ Thomas R. Evans                 Director
  ------------------------------------
          Thomas R. Evans
  
       /s/ Larry W. Schwartz                Director
  ------------------------------------
         Larry W. Schwartz
  
  
  
  <PAGE>
  
  
                                   EXHIBIT INDEX
  
  
  EXHIBIT                           DESCRIPTION
  -------                           -----------
  
  
    4.1        Amended and Restated Certificate of Incorporation is incorporated
               herein by reference to Exhibit 3.1 to the Registrant's Quarterly
               Report on Form 10-Q for the fiscal quarter ended October 31, 1999
               (File No. 000-27597)
  
    4.2        Certificate of Amendment of Amended and Restated Certificate of
               Incorporation, dated as of January 4, 2003, is incorporated herein
               by reference to Exhibit 3.1 to the Registrant's Quarterly Report
               on Form 10-Q for the fiscal quarter ended January 31, 2003 (File
               No. 000-27597)
  
    4.3        Certificate of Amendment of Amended and Restated Certificate of
               Incorporation, dated as of January 7, 2003, is incorporated herein
               by reference to Exhibit 3.2 to the Registrant's Quarterly Report
               on Form 10-Q for the fiscal quarter ended January 31, 2003 (File
               No. 000-27597)
  
    4.4        Amended and Restated By-Laws is incorporated herein by reference
               to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q
               for the fiscal quarter ended October 31, 1999 (File No. 000-27597)
  
    4.5        Specimen Certificate of Common Stock, $.01 par value per share, of
               the Registrant is incorporated herein by reference to the Exhibit
               4.1 to the Registrant's Registration Statement on Form S-1 (File
               No. 333-83501)
  
    5          Opinion of Browne Rosedale & Lanouette LLP
  
   23.1        Consent of Browne Rosedale & Lanouette LLP (included in Exhibit 5)
  
   23.2        Consent of KPMG LLP
  
   24          Power of Attorney (included in the signature pages of this
               Registration Statement)
  
   99.1        Amended and Restated 2003 Stock Incentive Plan is incorporated
               herein by reference to the Registrant's Definitive Schedule 14A
               filed November 12, 2003 (File No. 000-27597)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b48789nisv8.txt", "description": "NAVISITE INC.", "secsgml_size_bytes": 23986}]
metadata_filer: {"company-data": {"conformed-name": "NAVISITE INC", "cik": "0001084750", "assigned-sic": "7389", "irs-number": "522137343", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111165", "film-number": "031054599"}, "business-address": {"street1": "400 MINUTEMAN RD", "city": "ANDOVER", "state": "MA", "zip": "01810", "phone": "9786828300"}, "mail-address": {"street1": "100 BRICKHOUSE SQUARE 5TH FLOOR", "city": "ANDOVER", "state": "MA", "zip": "01810"}}
text: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2003
                                                     REGISTRATION NO. 333-________
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                   NAVISITE, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
                                     ----------
  
                   DELAWARE                                      52-2137343
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)
  
  400 MINUTEMAN ROAD, ANDOVER, MASSACHUSETTS                        01810
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
  
                   AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
                              (FULL TITLE OF THE PLAN)
  
                                     ----------
  
                                    KENNETH DRAKE
                            GENERAL COUNSEL AND SECRETARY
                                   NAVISITE, INC.
                                 400 MINUTEMAN ROAD
                            ANDOVER, MASSACHUSETTS 01810
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (978) 682-8300
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                                     ----------
  
                                     COPIES TO:
                              THOMAS B. ROSEDALE, ESQ.
                           BROWNE ROSEDALE & LANOUETTE LLP
                           31 ST. JAMES AVENUE, SUITE 830
                             BOSTON, MASSACHUSETTS 02116
                                   (617) 399-6931
  ----------
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================
               TITLE OF                       AMOUNT          PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
            SECURITIES TO BE                   TO BE           OFFERING PRICE     AGGREGATE OFFERING  REGISTRATION
               REGISTERED                    REGISTERED          PER SHARE              PRICE             FEE
  ----------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value            2,170,000 shares      $  2.55(1)          $ 5,533,500(1)     $  447.67
                                            107,000 shares      $  3.53(2)          $   377,710(2)     $   30.56
                                             64,000 shares      $  4.97(3)          $   318,080(3)     $   25.74
                                             20,000 shares      $  8.40(4)          $   168,000(4)     $   13.60
                                          1,439,000 shares      $  7.775(5)         $11,188,225(5)     $  905.13
  
  Total:                                  3,800,000 shares                          $17,585,515        $1,422.70
  ================================================================================================================
  (1)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 2,170,000 shares at an exercise price of $2.55 per
       share. The aggregate offering price and registration statement fee have
       been computed upon the basis of the price at which the options may be
       exercised, pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
       amended.
  
  (2)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 107,000 shares at an exercise price of $3.53 per
       share. The aggregate offering price and registration statement fee have
       been computed upon the basis of the price at which the options may be
       exercised, pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
       amended.
  
  (3)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 64,000 shares at an exercise price of $4.97 per
       share. The aggregate offering price and registration statement fee have
       been computed upon the basis of the price at which the options may be
       exercised, pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
       amended.
  
  (4)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 20,000 shares at an exercise price of $8.40 per
       share. The aggregate offering price and registration statement fee have
       been computed upon the basis of the price at which the options may be
       exercised, pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
       amended.
  
  (5)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the Common Stock on the
       Nasdaq SmallCap Market on December 8, 2003 in accordance with Rules
       457(c) and 457(h) under the Securities Act of 1933, as amended.
  
  ================================================================================
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
            The information required by Part I is included in documents sent or
  given to participants in the Registrant's Amended and Restated 2003 Stock
  Incentive Plan, pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
  amended (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:
  
       (1)  The Registrant's latest annual report filed pursuant to Sections 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.
  
       (2)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the document
            referred to in (1) above.
  
       (3)  The description of the common stock of the Registrant, $.01 par value
            per share (the "Common Stock"), contained in a registration statement
            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 shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  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 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
               --------------------------------------
  
            Not applicable.
  
       Item 6. Indemnification of Directors and Officers
               -----------------------------------------
  
            Section 145 of the Delaware General Corporation Law grants the
  Registrant the power to indemnify each 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, administrative, or investigative
  by reason of the fact that he or she is or was a director, officer, employee or
  agent of the Registrant, or 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
  attorneys' fees), judgments, fines and amounts paid by him or her in connection
  with such action, suit or proceeding if he or she 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 Registrant, and with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was unlawful;
  provided, however, no indemnification shall be made in connection with any
  proceeding brought by or in the right of the Registrant where the person
  involved is adjudged to be liable to the Registrant, except to the extent
  approved by a court.
  
            The Registrant's Amended and Restated Certificate of Incorporation, as
  amended (the "Certificate of Incorporation"), provides that a director or
  officer of the Registrant (a) shall be indemnified by the Registrant against all
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement incurred in connection with any litigation or other legal proceeding
  (other than an action by or in the right of the Registrant) brought against him
  by virtue of his position as a director or officer of the Registrant if he acted
  in good faith and in a manner he reasonably believed to be in, or not opposed
  to, the best interests of the Registrant, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by the Registrant against all expenses
  (including attorneys' fees) and amounts paid in settlement incurred in
  connection with any action by or in the right of the Registrant brought against
  him by virtue of his position as a director or officer of the Registrant if he
  acted in good faith and in a manner he reasonably believed to be in, or not
  opposed to, the best interests of the Registrant, except that no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the Registrant, unless and only to the extent that the
  Court of Chancery of Delaware determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his request, unless it is determined that he did not act in good
  faith and in a manner he reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his conduct was unlawful;
  provided that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  
            Article NINTH provides that the Registrant shall have the power to
  purchase and maintain insurance to protect itself and any person who is or was a
  director, officer, employee, or agent of the Registrant, or another corporation,
  partnership, joint venture, trust, or other enterprise, against any expense,
  liability or loss incurred by such person in any such capacity, or arising out
  of his or her status as such, whether or not the Registrant would have the power
  to indemnify such person against such expense, liability or loss under the
  Delaware General Corporation Law. In addition, the Registrant's Certificate of
  Incorporation provides that the indemnification provided therein is not
  exclusive and provides that the Registrant may enter into agreements with
  officers and directors providing for indemnification rights and procedures
  different from those set forth in the Registrant's Certificate of Incorporation.
  
            As a condition precedent to the right of indemnification, the director
  or officer must give the Registrant notice of the action for which indemnity is
  sought and the Registrant has the right to participate in such action or assume
  the defense thereof.
  
            The Registrant has obtained directors' and officers' liability
  insurance which would insure the directors and officers of the Registrant
  against damages arising from certain kinds of claims which might be made against
  them based upon their negligent acts or omissions while acting in their
  respective capacities as directors or officers. The Registrant has entered into
  agreements with each of its directors and executive officers affirming the
  Registrant's obligation to indemnify them to the fullest extent permitted by law
  and providing various other protections.
  
            Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
  Article EIGHTH of the Certificate of Incorporation provides that no director of
  the Registrant shall be personally liable for any monetary damages for breach of
  fiduciary duty as a director, except to the extent that the Delaware General
  Corporation Law prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  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. The undersigned Registrant hereby undertakes:
  
                 (1)  To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                (i)    To include any prospectus required by Section 10(a)(3) of
                       the Securities Act;
  
                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of the Registration Statement (or
                       the most recent post-effective amendment thereof) which,
                       individually or in the aggregate, represent a fundamental
                       change in the information set forth in the Registration
                       Statement; and
  
                (iii)  To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the Registration Statement;
  
                 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 Sections 13 or 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. 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 Sections 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.
  
            3. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Andover, Commonwealth of Massachusetts on December
  15, 2003.
  
                                      NaviSite, Inc.
  
                                      By:         /s/ Arthur P. Becker
                                          -------------------------------------
                                                     Arthur P. Becker
                                          Chief Executive Officer and President
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of NaviSite, Inc., hereby
  severally constitute Arthur P. Becker, James W. Pluntze and Kenneth Drake, 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 in our behalf in our capacities as officers and
  directors to enable NaviSite, Inc. to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on December 15, 2003.
  
             Signature                                Title
             ---------                                -----
  
         /s/ Andrew Ruhan                   Chairman of the Board of Directors
  ------------------------------------
           Andrew Ruhan
  
       /s/ Arthur P. Becker                 Chief Executive Officer, President
  ------------------------------------      and Director (Principal Executive
         Arthur P. Becker                   Officer)
  
       /s/ James W. Pluntze                 Chief Financial Officer (Principal
  ------------------------------------      Financial and Accounting Officer)
         James W. Pluntze
  
         /s/ Gabriel Ruhan                  Chief Operating Officer and Director
  ------------------------------------
           Gabriel Ruhan
  
       /s/ James H. Dennedy                 Director
  ------------------------------------
         James H. Dennedy
  
        /s/ Thomas R. Evans                 Director
  ------------------------------------
          Thomas R. Evans
  
       /s/ Larry W. Schwartz                Director
  ------------------------------------
         Larry W. Schwartz
  EXHIBIT INDEX
  
  EXHIBIT                           DESCRIPTION
  -------                           -----------
  
    4.1        Amended and Restated Certificate of Incorporation is incorporated
               herein by reference to Exhibit 3.1 to the Registrant's Quarterly
               Report on Form 10-Q for the fiscal quarter ended October 31, 1999
               (File No. 000-27597)
  
    4.2        Certificate of Amendment of Amended and Restated Certificate of
               Incorporation, dated as of January 4, 2003, is incorporated herein
               by reference to Exhibit 3.1 to the Registrant's Quarterly Report
               on Form 10-Q for the fiscal quarter ended January 31, 2003 (File
               No. 000-27597)
  
    4.3        Certificate of Amendment of Amended and Restated Certificate of
               Incorporation, dated as of January 7, 2003, is incorporated herein
               by reference to Exhibit 3.2 to the Registrant's Quarterly Report
               on Form 10-Q for the fiscal quarter ended January 31, 2003 (File
               No. 000-27597)
  
    4.4        Amended and Restated By-Laws is incorporated herein by reference
               to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q
               for the fiscal quarter ended October 31, 1999 (File No. 000-27597)
  
    4.5        Specimen Certificate of Common Stock, $.01 par value per share, of
               the Registrant is incorporated herein by reference to the Exhibit
               4.1 to the Registrant's Registration Statement on Form S-1 (File
               No. 333-83501)
  
    5          Opinion of Browne Rosedale & Lanouette LLP
  
   23.1        Consent of Browne Rosedale & Lanouette LLP (included in Exhibit 5)
  
   23.2        Consent of KPMG LLP
  
   24          Power of Attorney (included in the signature pages of this
               Registration Statement)
  
   99.1        Amended and Restated 2003 Stock Incentive Plan is incorporated
               herein by reference to the Registrant's Definitive Schedule 14A
               filed November 12, 2003 (File No. 000-27597)