As filed with the Securities and Exchange Commission on December 7, 2004
                                                      Registration No. 333-_____
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                NETRATINGS, INC.
               (Exact name of issuer as specified in its charter)


                 Delaware                                  77-0461990
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)

    120 West 45th Street, 35th Floor
           New York, New York                                10036
 (Address of Principal Executive Offices)                  (Zip Code)


               NetRatings, Inc. 1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                                William R. Pulver
                      President and Chief Executive Officer
                                NetRatings, Inc.
                        120 West 45th Street, 35th Floor
                            New York, New York 10036
                                 (212) 703-5900
            (Name, address and telephone number of agent for service)
                                   Copies to:

      Alan Shapiro, Esq.                         Kenneth L. Henderson, Esq.
      NetRatings, Inc.                           Bryan Cave LLP
      120 West 45th Street, 35th Floor           1290 Avenue of the Americas
      New York, New York 10036                   New York, New York  10104




<table>
<caption>
                                              CALCULATION OF REGISTRATION FEE

================================ ==================== ======================= ===================== ====================
         Title of Each                                    Proposed Maximum       Proposed Maximum
      Class of Securities             Amount to be         Offering Price       Aggregate Offering        Amount of
       to be Registered                Registered           Per Share(1)             Price(1)          Registration Fee
-------------------------------- -------------------- ----------------------- --------------------- --------------------
<s>                              <c>                  <c>                     <c>                   <c>
Common Stock, par value $.001         212,297(2)             $16.9745               $3,603,635            $456.58
per share
================================ ==================== ======================= ===================== ====================
</table>

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457, the Proposed Maximum Offering Price Per Share and the Proposed
     Maximum Aggregate Offering Price is based upon 85% of the average of the
     high and low prices of the registrant's Common Stock on December 6, 2004,
     as reported on the Nasdaq National Market.

(2)  The shares covered by this Registration Statement represent the common
     stock issuable to participants under the Registrant's 1999 Employee Stock
     Purchase Plan, as amended. Pursuant to Rule 416(a) of the Securities Act of
     1933, as amended (the "Securities Act"), this Registration Statement shall
     also cover any additional shares of the Registrant's common stock that
     become issuable hereby by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration that increases the number of the Registrant's outstanding
     shares of common stock.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  Plan Information; Registrant Information and Employee Plan
                Annual Information.

     The document(s) containing the information specified in the instructions to
Part I of Form S-8 will be sent or given to participants in the 1999 Employee
Stock Purchase Plan as specified by Rule 428(b)(1). In addition, the statement
required to be made pursuant to Item 2 of Part I to Form S-8 shall be contained
in the Section 10(a) prospectus.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by NetRatings, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by reference:

     1.   Annual Report on Form 10-K for the fiscal year ended December 31,
          2003.

     2.   Quarterly Reports on Form 10-Q for the quarterly periods ended March
          31, 2004, June 30, 2004, and September 30, 2004.

     3.   Description of the Company's common stock contained in the Company's
          Registration Statement on Form 8-A, File No. 000-27907, filed on
          November 2, 1999.

     All documents filed subsequent to the filing date of this Registration
Statement with the Commission by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered by this Registration Statement have been sold or which
de-registers all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference 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 subsequent filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such prior 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, except as indicated herein.

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 ("DGCL"), Article IX of
the Company's Amended and Restated Certificate of Incorporation and Article VI
of the Company's By-laws provide for the indemnification of the Company's
directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

     Article IX of the Amended and Restated Certificate of Incorporation
provides that the Company shall indemnify its directors and officers to the
fullest extent permitted by law in accordance with the Company's By-laws.
Additionally, Article IX of the Amended and Restated Certificate of
Incorporation contains a provision which eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
fiduciary duty as a director. This provision does not, however, eliminate or
limit the personal liability of a director (i) for any breach of such director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for any act related to the unlawful stock repurchase or payment of
a dividend under Section 174 of the DGCL, or (iv) for any transaction from which
the director derived an improper personal benefit.

     Article VI of the Company's By-laws provides mandatory indemnification
rights to any officer or director of the Company who, by reason of the fact that
he or she is an officer or director of the Company, is involved in a legal
proceeding. Such indemnification rights shall include reimbursement for expenses
incurred by such officer or director in advance of the final disposition of such
proceeding in accordance with the applicable provisions of the DGCL.

     The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

4.1  NetRatings, Inc. 1999 Employee Stock Purchase Plan.

5.1  Opinion of Bryan Cave LLP, counsel to the Company, as to the legality of
     the Common Stock being registered.

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1 Power of Attorney (included on signature page).

Item 9.  Undertakings.

     1. The undersigned registrant hereby undertakes:

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

                                       2

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of this Registration Statement (or the most recent
     post-effective amendment hereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement, notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
     changes in volume and price represent no more than a 20% change in the
     maximum aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.

     2. The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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 this 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 described under Item 6 above, 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.

                                        3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of New York, State of New York, on the 7th day of
December 2004.

                                    NETRATINGS, INC.


                                    By: /s/ William R. Pulver
                                        -----------------------
                                        William R. Pulver
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint William Pulver and Todd Sloan, and each
or any of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments and documents in connection
therewith) to this Registration Statement, and to file the same with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Name                        Title                       Date
            ----                        -----                       ----

/s/ William R. Pulver       President, Chief Executive        December 7, 2004
--------------------------  Officer and Director
William R. Pulver           (Principal Executive Officer)

/s/ Todd Sloan              Executive Vice President          December 7, 2004
--------------------------  Corporate Development, Chief
Todd Sloan                  Financial Officer and Secretary
                            (Principal Financial and
                             Accounting Officer)

/s/ John A. Dimling         Chairman of the Board             December 7, 2004
--------------------------
John A. Dimling

/s/ Michael P. Connors      Director                          December 7, 2004
--------------------------
Michael P. Connors

/s/ Jerrell W. Shelton      Director                          December 7, 2004
--------------------------
Jerrell W. Shelton

/s/ James M. O'Hara         Director                          December 7, 2004
--------------------------
James M. O'Hara

                                        4

/s/ David H. Harkness       Director                          December 7, 2004
--------------------------
David H. Harkness

/s/ Arthur F. Kingsbury     Director                          December 7, 2004
--------------------------
Arthur F. Kingsbury

/s/ Thomas A. Mastrelli     Director                          December 7, 2004
--------------------------
Thomas A. Mastrelli

/s/ D. Scott Mercer         Director                          December 7, 2004
--------------------------
D. Scott Mercer

                                        5
<PAGE>

                                  EXHIBIT INDEX

No.              Document
---              --------

4.1              NetRatings, Inc. 1999 Employee Stock Purchase Plan.

5.1              Opinion of Bryan Cave LLP, counsel to the Company, as to the
                 legality of the Common Stock being registered.

23.1             Consent of Independent Registered Public Accounting Firm.

23.2             Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1             Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "dec_s-8.txt", "description": "NETRATINGS\\2004\\DEC S-8", "secsgml_size_bytes": 17995}]
{"company-data": {"conformed-name": "NETRATINGS INC", "cik": "0001095480", "assigned-sic": "7389", "irs-number": "770461990", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121058", "film-number": "041188870"}, "business-address": {"street1": "890 HILLVIEW CT", "street2": "STE 300", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4089570699"}, "mail-address": {"street1": "890 HILLVIEW CT", "street2": "STE 300", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on December 7, 2004
                                                      Registration No. 333-_____
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                NETRATINGS, INC.
               (Exact name of issuer as specified in its charter)

                 Delaware                                  77-0461990
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)

    120 West 45th Street, 35th Floor
           New York, New York                                10036
 (Address of Principal Executive Offices)                  (Zip Code)

               NetRatings, Inc. 1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                                William R. Pulver
                      President and Chief Executive Officer
                                NetRatings, Inc.
                        120 West 45th Street, 35th Floor
                            New York, New York 10036
                                 (212) 703-5900
            (Name, address and telephone number of agent for service)
                                   Copies to:

      Alan Shapiro, Esq.                         Kenneth L. Henderson, Esq.
      NetRatings, Inc.                           Bryan Cave LLP
      120 West 45th Street, 35th Floor           1290 Avenue of the Americas
      New York, New York 10036                   New York, New York  10104
CALCULATION OF REGISTRATION FEE

================================ ==================== ======================= ===================== ====================
         Title of Each                                    Proposed Maximum       Proposed Maximum
      Class of Securities             Amount to be         Offering Price       Aggregate Offering        Amount of
       to be Registered                Registered           Per Share(1)             Price(1)          Registration Fee
-------------------------------- -------------------- ----------------------- --------------------- --------------------
Common Stock, par value $.001         212,297(2)             $16.9745               $3,603,635            $456.58
per share
================================ ==================== ======================= ===================== ====================
(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457, the Proposed Maximum Offering Price Per Share and the Proposed
     Maximum Aggregate Offering Price is based upon 85% of the average of the
     high and low prices of the registrant's Common Stock on December 6, 2004,
     as reported on the Nasdaq National Market.

(2)  The shares covered by this Registration Statement represent the common
     stock issuable to participants under the Registrant's 1999 Employee Stock
     Purchase Plan, as amended. Pursuant to Rule 416(a) of the Securities Act of
     1933, as amended (the "Securities Act"), this Registration Statement shall
     also cover any additional shares of the Registrant's common stock that
     become issuable hereby by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration that increases the number of the Registrant's outstanding
     shares of common stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  Plan Information; Registrant Information and Employee Plan
                Annual Information.

     The document(s) containing the information specified in the instructions to
Part I of Form S-8 will be sent or given to participants in the 1999 Employee
Stock Purchase Plan as specified by Rule 428(b)(1). In addition, the statement
required to be made pursuant to Item 2 of Part I to Form S-8 shall be contained
in the Section 10(a) prospectus.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by NetRatings, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by reference:

     1.   Annual Report on Form 10-K for the fiscal year ended December 31,
          2003.

     2.   Quarterly Reports on Form 10-Q for the quarterly periods ended March
          31, 2004, June 30, 2004, and September 30, 2004.

     3.   Description of the Company's common stock contained in the Company's
          Registration Statement on Form 8-A, File No. 000-27907, filed on
          November 2, 1999.

     All documents filed subsequent to the filing date of this Registration
Statement with the Commission by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered by this Registration Statement have been sold or which
de-registers all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference 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 subsequent filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such prior 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, except as indicated herein.

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 ("DGCL"), Article IX of
the Company's Amended and Restated Certificate of Incorporation and Article VI
of the Company's By-laws provide for the indemnification of the Company's
directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

     Article IX of the Amended and Restated Certificate of Incorporation
provides that the Company shall indemnify its directors and officers to the
fullest extent permitted by law in accordance with the Company's By-laws.
Additionally, Article IX of the Amended and Restated Certificate of
Incorporation contains a provision which eliminates the personal liability of a
director to the Company and its stockholders for certain breaches of his or her
fiduciary duty as a director. This provision does not, however, eliminate or
limit the personal liability of a director (i) for any breach of such director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for any act related to the unlawful stock repurchase or payment of
a dividend under Section 174 of the DGCL, or (iv) for any transaction from which
the director derived an improper personal benefit.

     Article VI of the Company's By-laws provides mandatory indemnification
rights to any officer or director of the Company who, by reason of the fact that
he or she is an officer or director of the Company, is involved in a legal
proceeding. Such indemnification rights shall include reimbursement for expenses
incurred by such officer or director in advance of the final disposition of such
proceeding in accordance with the applicable provisions of the DGCL.

     The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

4.1  NetRatings, Inc. 1999 Employee Stock Purchase Plan.

5.1  Opinion of Bryan Cave LLP, counsel to the Company, as to the legality of
     the Common Stock being registered.

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1 Power of Attorney (included on signature page).

Item 9.  Undertakings.

     1. The undersigned registrant hereby undertakes:

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

                                       2

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of this Registration Statement (or the most recent
     post-effective amendment hereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement, notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
     changes in volume and price represent no more than a 20% change in the
     maximum aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.

     2. The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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 this 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 described under Item 6 above, 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.

                                        3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of New York, State of New York, on the 7th day of
December 2004.

                                    NETRATINGS, INC.

                                    By: /s/ William R. Pulver
                                        -----------------------
                                        William R. Pulver
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint William Pulver and Todd Sloan, and each
or any of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments and documents in connection
therewith) to this Registration Statement, and to file the same with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Name                        Title                       Date
            ----                        -----                       ----

/s/ William R. Pulver       President, Chief Executive        December 7, 2004
--------------------------  Officer and Director
William R. Pulver           (Principal Executive Officer)

/s/ Todd Sloan              Executive Vice President          December 7, 2004
--------------------------  Corporate Development, Chief
Todd Sloan                  Financial Officer and Secretary
                            (Principal Financial and
                             Accounting Officer)

/s/ John A. Dimling         Chairman of the Board             December 7, 2004
--------------------------
John A. Dimling

/s/ Michael P. Connors      Director                          December 7, 2004
--------------------------
Michael P. Connors

/s/ Jerrell W. Shelton      Director                          December 7, 2004
--------------------------
Jerrell W. Shelton

/s/ James M. O'Hara         Director                          December 7, 2004
--------------------------
James M. O'Hara

                                        4

/s/ David H. Harkness       Director                          December 7, 2004
--------------------------
David H. Harkness

/s/ Arthur F. Kingsbury     Director                          December 7, 2004
--------------------------
Arthur F. Kingsbury

/s/ Thomas A. Mastrelli     Director                          December 7, 2004
--------------------------
Thomas A. Mastrelli

/s/ D. Scott Mercer         Director                          December 7, 2004
--------------------------
D. Scott Mercer

                                        5
EXHIBIT INDEX

No.              Document
---              --------

4.1              NetRatings, Inc. 1999 Employee Stock Purchase Plan.

5.1              Opinion of Bryan Cave LLP, counsel to the Company, as to the
                 legality of the Common Stock being registered.

23.1             Consent of Independent Registered Public Accounting Firm.

23.2             Consent of Bryan Cave LLP (included as part of Exhibit 5.1).

24.1             Power of Attorney (included on signature page).