<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1999

                                                REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             SILKNET SOFTWARE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                      02-0478949
 (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                            50 PHILLIPPE COTE STREET
                              MANCHESTER, NH 03101
               (Address of Principal Executive Offices) (Zip Code)
                              --------------------

            INSITE MARKETING TECHNOLOGY, INC. 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)
                              --------------------

                                  JAMES C. WOOD
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                             SILKNET SOFTWARE, INC.
                            50 PHILLIPPE COTE STREET
                              MANCHESTER, NH 03101
                     (Name and Address of Agent For Service)

                                 (603) 625-0070
          (Telephone Number, Including Area Code, of Agent For Service)
                         ------------------------------

                                    Copy to:

                               John Hession, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                      Oliver Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

 IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
 REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE
 OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLANS DESCRIBED HEREIN.
================================================================================



<PAGE>   2




                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>


                                                                    PROPOSED MAXIMUM  PROPOSED MAXIMUM
                                                  AMOUNT TO BE       OFFERING PRICE      AGGREGATE           AMOUNT OF
     TITLE OF SECURITIES TO BE REGISTERED          REGISTERED         PER SHARE (1)    OFFERING PRICE    REGISTRATION FEE (2)
     ------------------------------------          ----------       ----------------  ---------------    --------------------
<S>                     <C>                          <C>                 <C>              <C>                 <C>
INSITE MARKETING TECHNOLOGY, INC.
1997 STOCK OPTION PLAN
Common Stock (Par Value $.01 Per Share)              38,097              $ 0.33           $ 12,572            $ 3.50
Common Stock (Par Value $.01 Per Share)              22,678              $ 3.31           $ 75,065            $20.87
Common Stock (Par Value $.01 Per Share)               4,988              $ 9.50           $ 47,386            $13.18
Common Stock (Par Value $.01 Per Share)              17,520              $12.24           $214,445            $59.62
                                                     ------                               --------            ------
TOTAL:                                               83,283                               $349,468            $97.17
</TABLE>

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


(1)    Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price
       and the fee have been computed upon the basis of the price at which the
       options may be exercised. The offering price per share set forth for such
       shares is the exercise price per share at which such options are
       exercisable.

(2)    Calculated pursuant to Section 6(b) of the Securities Act of 1933.





                                       2
<PAGE>   3




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference in this Registration Statement:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended June 30, 1999, filed pursuant to the Exchange Act
                  which contains audited financial statements for the fiscal
                  year ended June 30, 1999.

         (b)      The Registrant's Current Report on Form 8-K dated October 5,
                  1999 pursuant to the Exchange Act.

         (c)      The section entitled "Description of Registrant's Securities
                  to be Registered," contained in the Registrant's Registration
                  Statement on Form 8-A, filed on March 3, 1999 pursuant to
                  Section 12(g) of the Exchange Act.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.



                                       3
<PAGE>   4


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law and the Registrant's Certificate
of Incorporation and by-laws, as amended, provide for indemnification of the
Registrant's directors and officers for liabilities and expenses that they may
incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant and, with respect
to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. Reference is made to the Registrant's
Certificate of Incorporation and By-laws, as amended filed as Exhibits 3.01 and
3.02, respectively, to the Registrant's Registration Statement on Form S-1, as
amended (File No. 333-73295) and incorporated herein by reference.

         The Underwriting Agreement by and between the Company and Credit Suisse
First Boston Corporation, BancBoston Robertson Stephens, NationBanc Montgomery
Securities LLC and First Union Capital Markets Corp., as representatives of the
Underwriters named in Schedule A thereto, provides that the underwriters are
obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Company against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Reference is made to the form of Underwriting Agreement filed as Exhibit 1.01 to
the S-1 Registration Statement and incorporated herein by reference.

         In addition, the Registrant maintains directors and officers liability
insurance for the benefit of its directors and certain of its officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

 EXHIBIT NO.       DESCRIPTION OF EXHIBIT
 -----------       ----------------------

 Exhibit 4.1       Specimen certificate representing the Common Stock of the
                   Registrant (filed as Exhibit 4.01 to Registrant's
                   Registration Statement on Form S-1 (File No. 333-73295) and
                   incorporated herein by reference).

 Exhibit 4.2       Form of Certificate of Incorporation of the Registrant (filed
                   as Exhibit 3.01 to Registrant's Registration Statement on
                   Form S-1 (File No. 333-73295) and incorporated herein by
                   reference).

 Exhibit 4.3       By-Laws, as amended, of the Registrant (filed as Exhibit 3.02
                   to Registrant's Registration Statement on Form S-1 (File No.
                   333-73295) and incorporated herein by reference).




                                       4
<PAGE>   5

 Exhibit 4.4       InSite Marketing Technology, Inc. 1997 Stock Option Plan
                   (filed herewith).

 Exhibit 5.1       Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

 Exhibit 23.1      Consent of PricewaterhouseCoopers LLP (filed herewith).

 Exhibit 23.2      Consent of Testa, Hurwitz & Thibeault, LLP (included in
                   Exhibit 5.1).

 Exhibit 24.1      Power of Attorney (included as part of the signature page to
                   this Registration Statement).

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                           (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.
                           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) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (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.

                  (2)      That, for the purpose of determining any liability
                  under the Securities Act of 1933, 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.

         (b)      The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the Registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Securities Exchange Act of 1934 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
         is incorporated by reference in the registration statement shall be
         deemed to be a new





                                       5
<PAGE>   6

         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)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the 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 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, 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 Manchester, State of New Hampshire, on the 1st day of
November, 1999.

                                    SILKNET SOFTWARE, INC.

                                    By: /s/ James C. Wood
                                        ---------------------------------------
                                        James C. Wood
                                        President, Chief Executive Officer,
                                         and Chairman of the Board

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Silknet Software, Inc.,
hereby severally constitute and appoint James C. Wood and Patrick J. Scannell,
Jr., and each of them singly, our true and lawful attorneys, with full power to
them and each of them singly, to sign for us in our names in the capacities
indicated below, any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and generally to do all things in our names and on our
behalf in our capacities as officers and directors to enable Silknet Software,
Inc., to comply with the provisions of the Securities Act of 1933, as amended,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and all amendments
thereto.

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

<TABLE>
<CAPTION>
      SIGNATURE                                        TITLE(S)                                  DATE
      ---------                                        --------                                  ----
<S>                                           <C>                                           <C>
/s/ James C. Wood                             President, Chief Executive Officer            November 1, 1999
------------------------------------          and Chairman of the Board of Directors
James C. Wood                                 (Principal Executive Officer)


/s/ Patrick J. Scannell, Jr.                  Vice President, Chief Financial               November 1, 1999
------------------------------------          Officer, Treasurer and Secretary
Patrick J. Scannell, Jr.                      (Principal Financial and Accounting Officer)

/s/ Guy Bradley
------------------------------------          Director                                      November 1, 1999
Guy Bradley

/s/ Joo Hock Chua
------------------------------------          Director                                      November 1, 1999
Joo Hock Chua

/s/ Stanley Fung
------------------------------------          Director                                      November 1, 1999
Stanley Fung

/s/ Andrew Goldfarb
------------------------------------          Director                                      November 1, 1999
Andrew Goldfarb

/s/ Glen L. Urban
------------------------------------          Director                                      November 1, 1999
Glen L. Urban


</TABLE>



                                       7
<PAGE>   8





                                  EXHIBIT INDEX



EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
-----------                       ----------------------

  4.1            Specimen certificate representing the Common Stock of the
                 Registrant (filed as Exhibit 4.01 to Registrant's Registration
                 Statement on Form S-1 (File No. 333-73295) and incorporated
                 herein by reference).

  4.2            Form of Certificate of Incorporation of the Registrant (filed
                 as Exhibit 3.01 to Registrant's Registration Statement on Form
                 S-1 (File No. 333-73295) and incorporated herein by reference).

  4.3            By-Laws, as amended, of the Registrant (filed as Exhibit 3.02
                 to Registrant's Registration Statement on Form S-1 (File No.
                 333-73295) and incorporated herein by reference).

  4.4            InSite Marketing Technology, Inc. 1997 Stock Option Plan
                 (filed herewith).

  5.1            Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

 23.1            Consent of PricewaterhouseCoopers LLP (filed herewith).

 23.2            Consent of Testa, Hurwitz & Thibeault, LLP (contained in
                 Exhibit 5.1).

 24.1            Power of Attorney (included as part of the signature page to
                 this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "SILKNET SOFTWARE, INC.", "secsgml_size_bytes": 20694}]
{"company-data": {"conformed-name": "SILKNET SOFTWARE INC", "cik": "0001079451", "assigned-sic": "7372", "irs-number": "020478949", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90121", "film-number": "99739051"}, "business-address": {"street1": "50 PHILLIPPE COTE ST", "city": "MANCHESTER", "state": "NH", "zip": "03101", "phone": "6036250070"}, "mail-address": {"street1": "SILKNET SOFTWARE INC", "street2": "50 PHILLIPPE COTE ST", "city": "MANCHESTER", "state": "NH", "zip": "03101"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1999

                                                REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             SILKNET SOFTWARE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                      02-0478949
 (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                            50 PHILLIPPE COTE STREET
                              MANCHESTER, NH 03101
               (Address of Principal Executive Offices) (Zip Code)
                              --------------------

            INSITE MARKETING TECHNOLOGY, INC. 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)
                              --------------------

                                  JAMES C. WOOD
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                             SILKNET SOFTWARE, INC.
                            50 PHILLIPPE COTE STREET
                              MANCHESTER, NH 03101
                     (Name and Address of Agent For Service)

                                 (603) 625-0070
          (Telephone Number, Including Area Code, of Agent For Service)
                         ------------------------------

                                    Copy to:

                               John Hession, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                      Oliver Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

 IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
 REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE
 OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLANS DESCRIBED HEREIN.
================================================================================
2

                         CALCULATION OF REGISTRATION FEE

================================================================================
PROPOSED MAXIMUM  PROPOSED MAXIMUM
                                                  AMOUNT TO BE       OFFERING PRICE      AGGREGATE           AMOUNT OF
     TITLE OF SECURITIES TO BE REGISTERED          REGISTERED         PER SHARE (1)    OFFERING PRICE    REGISTRATION FEE (2)
     ------------------------------------          ----------       ----------------  ---------------    --------------------
INSITE MARKETING TECHNOLOGY, INC.
1997 STOCK OPTION PLAN
Common Stock (Par Value $.01 Per Share)              38,097              $ 0.33           $ 12,572            $ 3.50
Common Stock (Par Value $.01 Per Share)              22,678              $ 3.31           $ 75,065            $20.87
Common Stock (Par Value $.01 Per Share)               4,988              $ 9.50           $ 47,386            $13.18
Common Stock (Par Value $.01 Per Share)              17,520              $12.24           $214,445            $59.62
                                                     ------                               --------            ------
TOTAL:                                               83,283                               $349,468            $97.17
----------------------------

(1)    Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price
       and the fee have been computed upon the basis of the price at which the
       options may be exercised. The offering price per share set forth for such
       shares is the exercise price per share at which such options are
       exercisable.

(2)    Calculated pursuant to Section 6(b) of the Securities Act of 1933.

                                       2
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference in this Registration Statement:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended June 30, 1999, filed pursuant to the Exchange Act
                  which contains audited financial statements for the fiscal
                  year ended June 30, 1999.

         (b)      The Registrant's Current Report on Form 8-K dated October 5,
                  1999 pursuant to the Exchange Act.

         (c)      The section entitled "Description of Registrant's Securities
                  to be Registered," contained in the Registrant's Registration
                  Statement on Form 8-A, filed on March 3, 1999 pursuant to
                  Section 12(g) of the Exchange Act.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

                                       3
4

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law and the Registrant's Certificate
of Incorporation and by-laws, as amended, provide for indemnification of the
Registrant's directors and officers for liabilities and expenses that they may
incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant and, with respect
to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. Reference is made to the Registrant's
Certificate of Incorporation and By-laws, as amended filed as Exhibits 3.01 and
3.02, respectively, to the Registrant's Registration Statement on Form S-1, as
amended (File No. 333-73295) and incorporated herein by reference.

         The Underwriting Agreement by and between the Company and Credit Suisse
First Boston Corporation, BancBoston Robertson Stephens, NationBanc Montgomery
Securities LLC and First Union Capital Markets Corp., as representatives of the
Underwriters named in Schedule A thereto, provides that the underwriters are
obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Company against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Reference is made to the form of Underwriting Agreement filed as Exhibit 1.01 to
the S-1 Registration Statement and incorporated herein by reference.

         In addition, the Registrant maintains directors and officers liability
insurance for the benefit of its directors and certain of its officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

 EXHIBIT NO.       DESCRIPTION OF EXHIBIT
 -----------       ----------------------

 Exhibit 4.1       Specimen certificate representing the Common Stock of the
                   Registrant (filed as Exhibit 4.01 to Registrant's
                   Registration Statement on Form S-1 (File No. 333-73295) and
                   incorporated herein by reference).

 Exhibit 4.2       Form of Certificate of Incorporation of the Registrant (filed
                   as Exhibit 3.01 to Registrant's Registration Statement on
                   Form S-1 (File No. 333-73295) and incorporated herein by
                   reference).

 Exhibit 4.3       By-Laws, as amended, of the Registrant (filed as Exhibit 3.02
                   to Registrant's Registration Statement on Form S-1 (File No.
                   333-73295) and incorporated herein by reference).

                                       4
5

 Exhibit 4.4       InSite Marketing Technology, Inc. 1997 Stock Option Plan
                   (filed herewith).

 Exhibit 5.1       Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

 Exhibit 23.1      Consent of PricewaterhouseCoopers LLP (filed herewith).

 Exhibit 23.2      Consent of Testa, Hurwitz & Thibeault, LLP (included in
                   Exhibit 5.1).

 Exhibit 24.1      Power of Attorney (included as part of the signature page to
                   this Registration Statement).

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                           (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.
                           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) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (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.

                  (2)      That, for the purpose of determining any liability
                  under the Securities Act of 1933, 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.

         (b)      The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the Registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Securities Exchange Act of 1934 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
         is incorporated by reference in the registration statement shall be
         deemed to be a new

                                       5
6

         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)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the 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 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, 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 Manchester, State of New Hampshire, on the 1st day of
November, 1999.

                                    SILKNET SOFTWARE, INC.

                                    By: /s/ James C. Wood
                                        ---------------------------------------
                                        James C. Wood
                                        President, Chief Executive Officer,
                                         and Chairman of the Board

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Silknet Software, Inc.,
hereby severally constitute and appoint James C. Wood and Patrick J. Scannell,
Jr., and each of them singly, our true and lawful attorneys, with full power to
them and each of them singly, to sign for us in our names in the capacities
indicated below, any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and generally to do all things in our names and on our
behalf in our capacities as officers and directors to enable Silknet Software,
Inc., to comply with the provisions of the Securities Act of 1933, as amended,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and all amendments
thereto.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                        TITLE(S)                                  DATE
      ---------                                        --------                                  ----
/s/ James C. Wood                             President, Chief Executive Officer            November 1, 1999
------------------------------------          and Chairman of the Board of Directors
James C. Wood                                 (Principal Executive Officer)

/s/ Patrick J. Scannell, Jr.                  Vice President, Chief Financial               November 1, 1999
------------------------------------          Officer, Treasurer and Secretary
Patrick J. Scannell, Jr.                      (Principal Financial and Accounting Officer)

/s/ Guy Bradley
------------------------------------          Director                                      November 1, 1999
Guy Bradley

/s/ Joo Hock Chua
------------------------------------          Director                                      November 1, 1999
Joo Hock Chua

/s/ Stanley Fung
------------------------------------          Director                                      November 1, 1999
Stanley Fung

/s/ Andrew Goldfarb
------------------------------------          Director                                      November 1, 1999
Andrew Goldfarb

/s/ Glen L. Urban
------------------------------------          Director                                      November 1, 1999
Glen L. Urban
7
8

                                  EXHIBIT INDEX

EXHIBIT NO.                       DESCRIPTION OF EXHIBIT
-----------                       ----------------------

  4.1            Specimen certificate representing the Common Stock of the
                 Registrant (filed as Exhibit 4.01 to Registrant's Registration
                 Statement on Form S-1 (File No. 333-73295) and incorporated
                 herein by reference).

  4.2            Form of Certificate of Incorporation of the Registrant (filed
                 as Exhibit 3.01 to Registrant's Registration Statement on Form
                 S-1 (File No. 333-73295) and incorporated herein by reference).

  4.3            By-Laws, as amended, of the Registrant (filed as Exhibit 3.02
                 to Registrant's Registration Statement on Form S-1 (File No.
                 333-73295) and incorporated herein by reference).

  4.4            InSite Marketing Technology, Inc. 1997 Stock Option Plan
                 (filed herewith).

  5.1            Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

 23.1            Consent of PricewaterhouseCoopers LLP (filed herewith).

 23.2            Consent of Testa, Hurwitz & Thibeault, LLP (contained in
                 Exhibit 5.1).

 24.1            Power of Attorney (included as part of the signature page to
                 this Registration Statement).