content: <PAGE>   1
       As filed with the Securities and Exchange Commission on March 10, 2000
  
                                                   REGISTRATION NO. 333 -
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                              ENGAGE TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                            04-3281378
    (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                                100 BRICKSTONE SQUARE
                                  ANDOVER, MA 01810
                 (Address of Principal Executive Offices) (Zip Code)
  
                     1996 STOCK OPTION PLAN OF ADKNOWLEDGE INC.
               ADKNOWLEDGE INC. 1998 STOCK OPTION/STOCK ISSUANCE PLAN
                              (Full title of the plans)
  
                                   PAUL L. SCHAUT
                        CHIEF EXECUTIVE OFFICER AND PRESIDENT
                              ENGAGE TECHNOLOGIES, INC.
                                100 BRICKSTONE SQUARE
                                  ANDOVER, MA 01810
                       (Name and Address of Agent for Service)
  
                                   (978) 684-3884
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
  
                                                                     Proposed                    Proposed
            Title of                    Amount to be                  Maximum                     Maximum
   Securities to be Registered         Registered (1)             Offering Price                 Aggregate              Amount of
                                                                   Per Share(2)             Offering price (2)      registration fee
  ------------------------------------------------------------------------------------------------------------------------------------
  
  <S>                                      <C>                         <C>                     <C>                      <C>
  Common Stock, $.01 par value             411,762                     $7.76                   $3,195,273.10            $843.55
  
  ====================================================================================================================================
  </TABLE>
  (1)  The number of shares of the Registrant's common stock, par value $.01 per
       share (the "Common Stock"), stated above consists of the aggregate number
       of shares which may be sold upon the exercise of options which have been
       granted under the 1996 Stock Option Plan of AdKnowledge Inc. and the
       AdKnowledge Inc. 1998 Stock Option/Stock Issuance Plan (collectively, the
       "Plans"). The Plans were assumed by the Registrant in connection with the
       Registrant's acquisition of AdKnowledge Inc. on December 22, 1999. The
       Registrant does not intend to grant any new options under the Plans. The
       maximum number of shares which may be sold upon the exercise of outstanding
       options under the Plans is subject to adjustment in accordance with certain
       anti-dilution and other provisions of the Plans. Accordingly, pursuant to
       Rule 416 under the Securities Act of 1933, as amended (the "Securities
       Act"), this Registration Statement covers, in addition to the number of
       shares stated above, an indeterminate number of shares which may be subject
       to grant or otherwise issuable after the operation of any such
       anti-dilution and other provisions.
  
  (2)  Estimated solely for the purpose of calculating the registration fee in
       accordance with Rules 457(h) of the Securities Act.
  
  ================================================================================
  
  
  <PAGE>   2
  
  
                                  EXPLANATORY NOTE
                                  ----------------
  
       In accordance with the instructional Note to Part I of Form S-8, as
  promulgated by the Securities and Exchange Commission, the information specified
  by Part I of Form S-8 is included in documents sent or given to participants in
  the Plans pursuant to Rule 428(b)(1) of the Securities Act and therefore has
  been omitted from this Registration Statement on Form S-8. The Plans were
  assumed by the Registrant in connection with the Registrant's acquisition of
  AdKnowledge Inc. on December 22, 1999.
  
  
  <PAGE>   3
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN 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 Common Stock contained in a registration
                 statement filed under Section 12 of the Exchange Act, including
                 any amendment or report filed for the purpose of updating such
                 description.
  
       All reports and 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.
  
       The legality of the shares of Common Stock registered under this
  Registration Statement has been passed upon for the Registrant by Hale and Dorr
  LLP, Boston, Massachusetts. Hale and Dorr, LLP, members of Hale and Dorr, LLP
  and certain members of their families and trusts for their benefit do not own
  shares of Common Stock.
  
  
                                        II-1
  <PAGE>   4
  
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Incorporated herein by reference from the Registrant's Registration
  Statement on Form S-1, File No. 333-78015.
  
  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 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 Section 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 Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report
  
  
                                        II-2
  <PAGE>   5
  
  
  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.
  
  
                                        II-3
  <PAGE>   6
  
  
                                     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, Massachusetts on this 10th day of March,
  2000.
  
  
                                             ENGAGE TECHNOLOGIES, INC.
  
  
                                             By /s/ Paul L. Schaut
                                                -----------------------------
                                                Paul L. Schaut
                                                Chief Executive Officer and
                                                President
  
       We, the undersigned officers and directors of Engage Technologies, Inc.
  hereby severally constitute and appoint Paul L. Schaut and Stephen A. Royal, 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 behalf in our capacities as officers and directors
  to enable Engage Technologies, 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 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/ Paul L. Schaut                         Chief Executive Officer and President       March 10, 2000
  --------------------------------            (principal executive officer)
  Paul L. Schaut
  
   /s/ Stephen A. Royal                       Chief Financial Officer                     March 10, 2000
  --------------------------------            and Treasurer (principal
  Stephen A. Royal                            financial and accounting officer)
  
   /s/ David S. Wetherell                     Director                                    March 10, 2000
  --------------------------------
  David S. Wetherell
  
   /s/ Edward A. Bennett                      Director                                    March 10, 2000
  --------------------------------
  Edward A. Bennett
  </TABLE>
  
  
                                        II-4
  <PAGE>   7
  
  
  <TABLE>
  <CAPTION>
  <S>                                         <C>                                         <C>
                                              Director                                    March __, 2000
  --------------------------------
  Christopher A. Evans
  
  /s/ Andrew J. Hajducky, III                 Director                                    March 10, 2000
  --------------------------------
  Andrew J. Hajducky, III
  
  /s/ Craig D. Goldman                        Director                                    March 10, 2000
  --------------------------------
  Craig D. Goldman
  
                                              Director                                    March __, 2000
  --------------------------------
  Fredric D. Rosen
  </TABLE>
  
  
                                        II-5
  <PAGE>   8
  
  
                              ENGAGE TECHNOLOGIES, INC.
  
                            INDEX TO EXHIBITS FILED WITH
                           FORM S-8 REGISTRATION STATEMENT
  
       4.1(1)   Certificate of Incorporation of the Registrant
  
       4.2(1)   By-Laws of the Registrant
  
       4.3(1)   Specimen Certificate of Common Stock of the Registrant
  
       5        Opinion of Hale and Dorr LLP
  
       23.1     Consent of Hale and Dorr LLP (included in opinion of counsel
                filed as Exhibit 5)
  
       23.2     Consent of KPMG LLP
  
       23.3     Consent of PricewaterhouseCoopers LLP
  
       24       Power of Attorney to file future amendments (set forth on the
                signature page of this Registration Statement)
  
       99.1     1996 Stock Option Plan of AdKnowledge Inc.
  
       99.2     1998 Stock Option/Stock Issuance Plan
  
  ----------------------------------------------------------------------
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1, as amended (File No. 333-78015).
  
  
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ENGAGE TECHNOLOGIES, INC.", "secsgml_size_bytes": 16745}]
metadata_filer: {"company-data": {"conformed-name": "ENGAGE TECHNOLOGIES INC", "cik": "0001084573", "assigned-sic": "7389", "irs-number": "043281378", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32202", "film-number": "566831"}, "business-address": {"street1": "100 BRICKSTONE SQUARE", "city": "ANDOVER", "state": "MA", "zip": "01810", "phone": "9786843884"}}
text: 1
       As filed with the Securities and Exchange Commission on March 10, 2000
  
                                                   REGISTRATION NO. 333 -
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                              ENGAGE TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                            04-3281378
    (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                                100 BRICKSTONE SQUARE
                                  ANDOVER, MA 01810
                 (Address of Principal Executive Offices) (Zip Code)
  
                     1996 STOCK OPTION PLAN OF ADKNOWLEDGE INC.
               ADKNOWLEDGE INC. 1998 STOCK OPTION/STOCK ISSUANCE PLAN
                              (Full title of the plans)
  
                                   PAUL L. SCHAUT
                        CHIEF EXECUTIVE OFFICER AND PRESIDENT
                              ENGAGE TECHNOLOGIES, INC.
                                100 BRICKSTONE SQUARE
                                  ANDOVER, MA 01810
                       (Name and Address of Agent for Service)
  
                                   (978) 684-3884
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
  
                                                                     Proposed                    Proposed
            Title of                    Amount to be                  Maximum                     Maximum
   Securities to be Registered         Registered (1)             Offering Price                 Aggregate              Amount of
                                                                   Per Share(2)             Offering price (2)      registration fee
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value             411,762                     $7.76                   $3,195,273.10            $843.55
  
  ====================================================================================================================================
  (1)  The number of shares of the Registrant's common stock, par value $.01 per
       share (the "Common Stock"), stated above consists of the aggregate number
       of shares which may be sold upon the exercise of options which have been
       granted under the 1996 Stock Option Plan of AdKnowledge Inc. and the
       AdKnowledge Inc. 1998 Stock Option/Stock Issuance Plan (collectively, the
       "Plans"). The Plans were assumed by the Registrant in connection with the
       Registrant's acquisition of AdKnowledge Inc. on December 22, 1999. The
       Registrant does not intend to grant any new options under the Plans. The
       maximum number of shares which may be sold upon the exercise of outstanding
       options under the Plans is subject to adjustment in accordance with certain
       anti-dilution and other provisions of the Plans. Accordingly, pursuant to
       Rule 416 under the Securities Act of 1933, as amended (the "Securities
       Act"), this Registration Statement covers, in addition to the number of
       shares stated above, an indeterminate number of shares which may be subject
       to grant or otherwise issuable after the operation of any such
       anti-dilution and other provisions.
  
  (2)  Estimated solely for the purpose of calculating the registration fee in
       accordance with Rules 457(h) of the Securities Act.
  
  ================================================================================
  2
  
                                  EXPLANATORY NOTE
                                  ----------------
  
       In accordance with the instructional Note to Part I of Form S-8, as
  promulgated by the Securities and Exchange Commission, the information specified
  by Part I of Form S-8 is included in documents sent or given to participants in
  the Plans pursuant to Rule 428(b)(1) of the Securities Act and therefore has
  been omitted from this Registration Statement on Form S-8. The Plans were
  assumed by the Registrant in connection with the Registrant's acquisition of
  AdKnowledge Inc. on December 22, 1999.
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN 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 Common Stock contained in a registration
                 statement filed under Section 12 of the Exchange Act, including
                 any amendment or report filed for the purpose of updating such
                 description.
  
       All reports and 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.
  
       The legality of the shares of Common Stock registered under this
  Registration Statement has been passed upon for the Registrant by Hale and Dorr
  LLP, Boston, Massachusetts. Hale and Dorr, LLP, members of Hale and Dorr, LLP
  and certain members of their families and trusts for their benefit do not own
  shares of Common Stock.
  
                                        II-1
  4
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Incorporated herein by reference from the Registrant's Registration
  Statement on Form S-1, File No. 333-78015.
  
  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 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 Section 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 Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report
  
                                        II-2
  5
  
  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.
  
                                        II-3
  6
  
                                     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, Massachusetts on this 10th day of March,
  2000.
  
                                             ENGAGE TECHNOLOGIES, INC.
  
                                             By /s/ Paul L. Schaut
                                                -----------------------------
                                                Paul L. Schaut
                                                Chief Executive Officer and
                                                President
  
       We, the undersigned officers and directors of Engage Technologies, Inc.
  hereby severally constitute and appoint Paul L. Schaut and Stephen A. Royal, 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 behalf in our capacities as officers and directors
  to enable Engage Technologies, 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 of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                                            Title                              Date
  ---------                                            -----                              ----
  /s/ Paul L. Schaut                         Chief Executive Officer and President       March 10, 2000
  --------------------------------            (principal executive officer)
  Paul L. Schaut
  
   /s/ Stephen A. Royal                       Chief Financial Officer                     March 10, 2000
  --------------------------------            and Treasurer (principal
  Stephen A. Royal                            financial and accounting officer)
  
   /s/ David S. Wetherell                     Director                                    March 10, 2000
  --------------------------------
  David S. Wetherell
  
   /s/ Edward A. Bennett                      Director                                    March 10, 2000
  --------------------------------
  Edward A. Bennett
  II-4
  7
  Director                                    March __, 2000
  --------------------------------
  Christopher A. Evans
  
  /s/ Andrew J. Hajducky, III                 Director                                    March 10, 2000
  --------------------------------
  Andrew J. Hajducky, III
  
  /s/ Craig D. Goldman                        Director                                    March 10, 2000
  --------------------------------
  Craig D. Goldman
  
                                              Director                                    March __, 2000
  --------------------------------
  Fredric D. Rosen
  II-5
  8
  
                              ENGAGE TECHNOLOGIES, INC.
  
                            INDEX TO EXHIBITS FILED WITH
                           FORM S-8 REGISTRATION STATEMENT
  
       4.1(1)   Certificate of Incorporation of the Registrant
  
       4.2(1)   By-Laws of the Registrant
  
       4.3(1)   Specimen Certificate of Common Stock of the Registrant
  
       5        Opinion of Hale and Dorr LLP
  
       23.1     Consent of Hale and Dorr LLP (included in opinion of counsel
                filed as Exhibit 5)
  
       23.2     Consent of KPMG LLP
  
       23.3     Consent of PricewaterhouseCoopers LLP
  
       24       Power of Attorney to file future amendments (set forth on the
                signature page of this Registration Statement)
  
       99.1     1996 Stock Option Plan of AdKnowledge Inc.
  
       99.2     1998 Stock Option/Stock Issuance Plan
  
  ----------------------------------------------------------------------
  (1)  Incorporated herein by reference from the Registrant's Registration
       Statement on Form S-1, as amended (File No. 333-78015).
  
                                        II-6