<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2001
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           the Securities Act of 1933

                                LENDINGTREE, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  25-1795344
               --------                                  ----------
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                  Identification No.)

           11115 RUSHMORE DRIVE
        CHARLOTTE, NORTH CAROLINA                           28277
        -------------------------                           -----
 (Address of principal executive offices)                 (Zip code)

                 2001 STOCK INCENTIVE PLAN OF LENDINGTREE, INC.
                 ----------------------------------------------
                            (Full title of the plan)

                                Douglas R. Lebda
                             Chief Executive Officer
                                LendingTree, Inc.
                              11115 Rushmore Drive
                         Charlotte, North Carolina 28277
                                 (704) 541-5351
 (Name, address and telephone number, including area code, of agent for service)

                                 with copies to:

               Sean M. Jones                          Robert J. Flemma, Jr.
Kennedy Covington Lobdell & Hickman, L.L.P.              General Counsel
           100 North Tryon Street                       LendingTree, Inc.
                 Suite 4200                            11115 Rushmore Drive
      Charlotte, North Carolina 28202            Charlotte, North Carolina 28277
               (704) 331-7400                             (704) 541-5351



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                             <C>              <C>                             <C>                    <C>
--------------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum Offering       Proposed Maximum        Amount of
Title of Securities to be       Amount to be               Price                    Aggregate           Registration
       Registered                Registered             Per Share(1)              Offering Price             Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value          1,410,200                 $3.01                    $4,244,702           $1,063(2)
$0.01 per share:  Shares
subject to outstanding
options under the 2001
Stock Incentive Plan *
</TABLE>

<PAGE>   2

<TABLE>
<S>                              <C>                       <C>                     <C>                   <C>
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value          2,589,800                 $4.08                   $10,566,384           $2,643(3)
$0.01 per share:  Shares
available for future grant
under the 2001 Stock
Incentive Plan *
--------------------------------------------------------------------------------------------------------------------
</TABLE>

-------------------------

*        The common stock, par value $0.01 per share, includes the associated
         rights to purchase series A junior participating preferred stock that
         are attached to and trade with the shares of the common stock. Value
         attributed to such rights, if any, is reflected in the market price of
         the common stock.

(1)      For the sole purpose of calculating the registration fee, the number of
         shares to be registered under this Registration Statement has been
         broken down into two subtotals.

(2)      Pursuant to Rule 457(h)(1), such registration fee is based upon a price
         per share of $3.01, reflecting the weighted average price of the
         1,410,200 outstanding options under the 2001 Stock Incentive Plan.

(3)      Pursuant to Rule 457(c) and (h)(1), such registration fee is based upon
         $4.08, the average of the high and low price of LendingTree's common
         stock on the Nasdaq National Market on September 17, 2001.


                                       2
<PAGE>   3

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

         The information required by Item 1 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The information required by Item 2 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by LendingTree with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

         (a)      LendingTree's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (b)      LendingTree's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 2001 and June 30, 2001;

         (c)      LendingTree's Current Reports on Form 8-K dated July 24, 2001
                  and September 17, 2001; and

         (d)      The description of LendingTree's Common Stock contained in its
                  Registration Statement on Form 8-A filed pursuant to Section
                  12 of the Exchange Act on January 28, 2000, including any
                  amendments and reports filed for the purpose of updating such
                  description.

All documents subsequently filed by LendingTree 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 have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of 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 is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.


                                       3
<PAGE>   4

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law ("DGCL") 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.

         Section 145 of the DGCL provides, among other things, that a
corporation may 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, other than an action by or in the right of the corporation, by
reason of the fact that the person is or was a director, officer, agent or
employee of the corporation or is or was serving at the corporation's request as
a director, officer, agent, or employee of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys'
fees, judgment, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding. The
power to indemnify applies (a) if such person is successful on the merits or
otherwise in defense of any action, suit or proceeding, or (b) if such person
acted in good faith and in a manner he reasonably believed to be in the best
interest, or not opposed to the best interest, of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The power to indemnify applies to actions brought by
or in the right of the corporation as well, but only to the extent of defense
expenses, including attorneys' fees, but excluding amounts paid in settlement,
actually and reasonably incurred and not to any satisfaction of judgment or
settlement of the claim itself, and with the further limitation that in such
actions no indemnification shall be made in the event of any adjudication of
negligence or misconduct in the performance of his duties to the corporation,
unless the court believes that in light of all the circumstances indemnification
should apply.

         Section 174 of the DGCL provides, among other things, that a director,
who willfully or negligently approves an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.

         LendingTree's amended and restated certificate of incorporation
includes a provision that eliminates the personal liability of LendingTree's
directors for monetary damages for breach of fiduciary duty as a director,
except for liability:

                  -        for any breach of the director's duty of loyalty to
                           LendingTree or its stockholders;

                  -        for acts or omissions not in good faith or that
                           involve intentional misconduct or a knowing violation
                           of law;


                                       4
<PAGE>   5

                  -        under the section 174 of the DGCL regarding unlawful
                           dividends and stock purchases; or

                  -        for any transaction from which the director derived
                           an improper personal benefit.

         LendingTree's amended and restated bylaws provide that:

                  -        LendingTree must indemnify its directors and officers
                           to the fullest extent permitted by Delaware law;

                  -        LendingTree may indemnify its other employees and
                           agents to the same extent that it indemnified its
                           officers and directors, unless otherwise determined
                           by its board of directors; and

                  -        LendingTree must advance expenses, as incurred, to
                           its directors and executive officers in connection
                           with a legal proceeding to the fullest extent
                           permitted by Delaware law.

         The indemnification provisions contained in LendingTree's amended and
restated certificate of incorporation and amended and restated bylaws are not
exclusive of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors or otherwise. In
addition, LendingTree maintains insurance on behalf of its directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or officers or arising out of such status.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         A list of exhibits is set forth on the Exhibit Index that immediately
precedes the exhibits and is incorporated by reference herein.

ITEM 9.           UNDERTAKINGS.

LendingTree hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                  (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


                                       5
<PAGE>   6

                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement; and

                  (i)      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 (a)(i) and (a)(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 LendingTree pursuant to Section 13 or
         15(d) of the Exchange Act that are incorporated by reference in the
         registration statement.

         (b)      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.

         (c)      To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (d)      That, for purposes of determining any liability under the
         Securities Act, each filing of LendingTree'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.

         (e)      Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of LendingTree 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 LendingTree of expenses incurred or paid by a director,
         officer or controlling person of LendingTree 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, LendingTree 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.


                                       6
<PAGE>   7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, LendingTree
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 has been signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on this 20th day
of September, 2001.

                                      LENDINGTREE, INC.


                                      By: /s/ Douglas R. Lebda
                                          --------------------------------------
                                          Name:  Douglas R. Lebda
                                          Title: Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 20th day of September, 2001.

<TABLE>
<CAPTION>
NAME                                TITLE

<S>                                 <C>
/s/ Douglas R. Lebda                Chief Executive Officer and Director
-----------------------------       (principal executive officer)
Douglas R. Lebda


/s/ Keith B. Hall                   Senior Vice President,
-----------------------------       Chief Financial Officer and Treasurer
Keith B. Hall                       (principal financial officer)


/s/ Matthew A. Packey               Vice President and Controller
-----------------------------       (principal accounting officer)
Matthew A. Packey


/s/ Richard Field                   Director
-----------------------------
Richard Field


/s/ Robert Kennedy                  Director
-----------------------------
Robert Kennedy


/s/ Daniel C. Lieber                Director
-----------------------------
Daniel C. Lieber


/s/ Michael DeVico                  Director
-----------------------------
Michael DeVico
</TABLE>

<PAGE>   8

<TABLE>
<S>                                 <C>
/s/ W. James Tozer, Jr.             Director
-----------------------------
W. James Tozer, Jr.


/s/ Robert A. Spass                 Director
-----------------------------
Robert A. Spass
</TABLE>


<PAGE>   9


                                LENDINGTREE, INC.

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                             Exhibit Description
-----------                             -------------------
<S>               <C>
   4.1            Amended and Restated Certificate of Incorporation of
                  LendingTree, Inc. (incorporated by reference to Exhibit 3.1 to
                  LendingTree's Amendment No. 1 to Registration Statement on
                  Form S-1 (No. 333-91839) filed January 11, 2000)

   4.2            Amended and Restated Bylaws of LendingTree, Inc. (incorporated
                  by reference to Exhibit 3.2 to LendingTree's Amendment No. 1
                  to Registration Statement on Form S-1 (No. 333-91839) filed
                  January 11, 2000)

   4.3            LendingTree's Shareholder Rights Plan (incorporated by
                  reference to Exhibit 4.2 to LendingTree's Amendment No. 1 to
                  Registration Statement on Form S-1 (No. 333-91839) filed
                  January 11, 2000)

   4.4            2001 Stock Incentive Plan of LendingTree, Inc. (incorporated
                  by reference to Appendix A to LendingTree's Definitive Proxy
                  Statement on Schedule 14A filed April 30, 2001)

   5.1            Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. as to
                  the legality of the securities being registered *

  23.1            Consent of PricewaterhouseCoopers, LLP *

  23.2            Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
                  (included in Exhibit 5.1 hereto)

  24.1            Power of Attorney *
</TABLE>

* Filed herewith.
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{"company-data": {"conformed-name": "LENDINGTREE INC", "cik": "0001096479", "assigned-sic": "7389", "irs-number": "251795344", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69796", "film-number": "1742139"}, "business-address": {"street1": "6701 CARMEL RD", "street2": "STE 205", "city": "CHARLOTTE", "state": "NC", "zip": "28226"}, "mail-address": {"street1": "6701 CARMEL RD", "street2": "STE 205", "city": "CHARLOTTE", "state": "NC", "zip": "28226"}}
1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2001
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           the Securities Act of 1933

                                LENDINGTREE, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  25-1795344
               --------                                  ----------
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                  Identification No.)

           11115 RUSHMORE DRIVE
        CHARLOTTE, NORTH CAROLINA                           28277
        -------------------------                           -----
 (Address of principal executive offices)                 (Zip code)

                 2001 STOCK INCENTIVE PLAN OF LENDINGTREE, INC.
                 ----------------------------------------------
                            (Full title of the plan)

                                Douglas R. Lebda
                             Chief Executive Officer
                                LendingTree, Inc.
                              11115 Rushmore Drive
                         Charlotte, North Carolina 28277
                                 (704) 541-5351
 (Name, address and telephone number, including area code, of agent for service)

                                 with copies to:

               Sean M. Jones                          Robert J. Flemma, Jr.
Kennedy Covington Lobdell & Hickman, L.L.P.              General Counsel
           100 North Tryon Street                       LendingTree, Inc.
                 Suite 4200                            11115 Rushmore Drive
      Charlotte, North Carolina 28202            Charlotte, North Carolina 28277
               (704) 331-7400                             (704) 541-5351

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum Offering       Proposed Maximum        Amount of
Title of Securities to be       Amount to be               Price                    Aggregate           Registration
       Registered                Registered             Per Share(1)              Offering Price             Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value          1,410,200                 $3.01                    $4,244,702           $1,063(2)
$0.01 per share:  Shares
subject to outstanding
options under the 2001
Stock Incentive Plan *
2
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value          2,589,800                 $4.08                   $10,566,384           $2,643(3)
$0.01 per share:  Shares
available for future grant
under the 2001 Stock
Incentive Plan *
--------------------------------------------------------------------------------------------------------------------
-------------------------

*        The common stock, par value $0.01 per share, includes the associated
         rights to purchase series A junior participating preferred stock that
         are attached to and trade with the shares of the common stock. Value
         attributed to such rights, if any, is reflected in the market price of
         the common stock.

(1)      For the sole purpose of calculating the registration fee, the number of
         shares to be registered under this Registration Statement has been
         broken down into two subtotals.

(2)      Pursuant to Rule 457(h)(1), such registration fee is based upon a price
         per share of $3.01, reflecting the weighted average price of the
         1,410,200 outstanding options under the 2001 Stock Incentive Plan.

(3)      Pursuant to Rule 457(c) and (h)(1), such registration fee is based upon
         $4.08, the average of the high and low price of LendingTree's common
         stock on the Nasdaq National Market on September 17, 2001.

                                       2
3

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

         The information required by Item 1 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The information required by Item 2 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by LendingTree with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

         (a)      LendingTree's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (b)      LendingTree's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 2001 and June 30, 2001;

         (c)      LendingTree's Current Reports on Form 8-K dated July 24, 2001
                  and September 17, 2001; and

         (d)      The description of LendingTree's Common Stock contained in its
                  Registration Statement on Form 8-A filed pursuant to Section
                  12 of the Exchange Act on January 28, 2000, including any
                  amendments and reports filed for the purpose of updating such
                  description.

All documents subsequently filed by LendingTree 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 have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of 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 is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

                                       3
4

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law ("DGCL") 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.

         Section 145 of the DGCL provides, among other things, that a
corporation may 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, other than an action by or in the right of the corporation, by
reason of the fact that the person is or was a director, officer, agent or
employee of the corporation or is or was serving at the corporation's request as
a director, officer, agent, or employee of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys'
fees, judgment, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding. The
power to indemnify applies (a) if such person is successful on the merits or
otherwise in defense of any action, suit or proceeding, or (b) if such person
acted in good faith and in a manner he reasonably believed to be in the best
interest, or not opposed to the best interest, of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The power to indemnify applies to actions brought by
or in the right of the corporation as well, but only to the extent of defense
expenses, including attorneys' fees, but excluding amounts paid in settlement,
actually and reasonably incurred and not to any satisfaction of judgment or
settlement of the claim itself, and with the further limitation that in such
actions no indemnification shall be made in the event of any adjudication of
negligence or misconduct in the performance of his duties to the corporation,
unless the court believes that in light of all the circumstances indemnification
should apply.

         Section 174 of the DGCL provides, among other things, that a director,
who willfully or negligently approves an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.

         LendingTree's amended and restated certificate of incorporation
includes a provision that eliminates the personal liability of LendingTree's
directors for monetary damages for breach of fiduciary duty as a director,
except for liability:

                  -        for any breach of the director's duty of loyalty to
                           LendingTree or its stockholders;

                  -        for acts or omissions not in good faith or that
                           involve intentional misconduct or a knowing violation
                           of law;

                                       4
5

                  -        under the section 174 of the DGCL regarding unlawful
                           dividends and stock purchases; or

                  -        for any transaction from which the director derived
                           an improper personal benefit.

         LendingTree's amended and restated bylaws provide that:

                  -        LendingTree must indemnify its directors and officers
                           to the fullest extent permitted by Delaware law;

                  -        LendingTree may indemnify its other employees and
                           agents to the same extent that it indemnified its
                           officers and directors, unless otherwise determined
                           by its board of directors; and

                  -        LendingTree must advance expenses, as incurred, to
                           its directors and executive officers in connection
                           with a legal proceeding to the fullest extent
                           permitted by Delaware law.

         The indemnification provisions contained in LendingTree's amended and
restated certificate of incorporation and amended and restated bylaws are not
exclusive of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors or otherwise. In
addition, LendingTree maintains insurance on behalf of its directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or officers or arising out of such status.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         A list of exhibits is set forth on the Exhibit Index that immediately
precedes the exhibits and is incorporated by reference herein.

ITEM 9.           UNDERTAKINGS.

LendingTree hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                  (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

                                       5
6

                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement; and

                  (i)      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 (a)(i) and (a)(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 LendingTree pursuant to Section 13 or
         15(d) of the Exchange Act that are incorporated by reference in the
         registration statement.

         (b)      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.

         (c)      To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (d)      That, for purposes of determining any liability under the
         Securities Act, each filing of LendingTree'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.

         (e)      Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of LendingTree 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 LendingTree of expenses incurred or paid by a director,
         officer or controlling person of LendingTree 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, LendingTree 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.

                                       6
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, LendingTree
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 has been signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on this 20th day
of September, 2001.

                                      LENDINGTREE, INC.

                                      By: /s/ Douglas R. Lebda
                                          --------------------------------------
                                          Name:  Douglas R. Lebda
                                          Title: Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 20th day of September, 2001.
NAME                                TITLE
/s/ Douglas R. Lebda                Chief Executive Officer and Director
-----------------------------       (principal executive officer)
Douglas R. Lebda

/s/ Keith B. Hall                   Senior Vice President,
-----------------------------       Chief Financial Officer and Treasurer
Keith B. Hall                       (principal financial officer)

/s/ Matthew A. Packey               Vice President and Controller
-----------------------------       (principal accounting officer)
Matthew A. Packey

/s/ Richard Field                   Director
-----------------------------
Richard Field

/s/ Robert Kennedy                  Director
-----------------------------
Robert Kennedy

/s/ Daniel C. Lieber                Director
-----------------------------
Daniel C. Lieber

/s/ Michael DeVico                  Director
-----------------------------
Michael DeVico
8
/s/ W. James Tozer, Jr.             Director
-----------------------------
W. James Tozer, Jr.

/s/ Robert A. Spass                 Director
-----------------------------
Robert A. Spass
9

                                LENDINGTREE, INC.

                                  EXHIBIT INDEX
Exhibit No.                             Exhibit Description
-----------                             -------------------
4.1            Amended and Restated Certificate of Incorporation of
                  LendingTree, Inc. (incorporated by reference to Exhibit 3.1 to
                  LendingTree's Amendment No. 1 to Registration Statement on
                  Form S-1 (No. 333-91839) filed January 11, 2000)

   4.2            Amended and Restated Bylaws of LendingTree, Inc. (incorporated
                  by reference to Exhibit 3.2 to LendingTree's Amendment No. 1
                  to Registration Statement on Form S-1 (No. 333-91839) filed
                  January 11, 2000)

   4.3            LendingTree's Shareholder Rights Plan (incorporated by
                  reference to Exhibit 4.2 to LendingTree's Amendment No. 1 to
                  Registration Statement on Form S-1 (No. 333-91839) filed
                  January 11, 2000)

   4.4            2001 Stock Incentive Plan of LendingTree, Inc. (incorporated
                  by reference to Appendix A to LendingTree's Definitive Proxy
                  Statement on Schedule 14A filed April 30, 2001)

   5.1            Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. as to
                  the legality of the securities being registered *

  23.1            Consent of PricewaterhouseCoopers, LLP *

  23.2            Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
                  (included in Exhibit 5.1 hereto)

  24.1            Power of Attorney *
* Filed herewith.