<PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999
                                                      Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                FREEMARKETS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Delaware                                     04-3265483
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

      22nd Floor, One Oliver Plaza
            210 Sixth Avenue
             Pittsburgh, PA                                             15222
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)

                            1996 Stock Incentive Plan
                    Amended and Restated Stock Incentive Plan
                          Employee Stock Purchase Plan
                            (FULL TITLE OF THE PLANS)

                                 Glen T. Meakem
                             Chief Executive Officer
                          22nd Floor, One Oliver Plaza
                                210 Sixth Avenue
                              Pittsburgh, PA 15222
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (412) 434-0500
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
===================================================================================================================================

                                                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
                                              AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING        REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED         REGISTERED(1)              SHARE                  PRICE                   FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                       <C>                    <C>                      <C>
1996 STOCK INCENTIVE PLAN                    815,000  shares        $  0.47 (2)         $     383,050 (2)               $62,333
COMMON STOCK, PAR VALUE $.01 PER SHARE

AMENDED AND RESTATED STOCK INCENTIVE      10,787,050  shares        $  5.26 (3)         $  56,739,883 (3)
PLAN COMMON STOCK, PAR VALUE $.01 PER      3,056,130  shares        $ 48.00 (4)         $ 146,694,240 (4)
SHARE

EMPLOYEE STOCK PURCHASE PLAN                 500,000 shares         $ 40.80 (5)         $  20,400,000 (5)
COMMON STOCK, PAR VALUE $.01 PER SHARE
===================================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which are offered or issued under any of the plans to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.
(2)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act"), solely for the purpose of calculating the
     registration fee. The calculation is based upon the weighted average per
     share exercise price of outstanding options under the 1996 Stock Incentive
     Plan.
(3)  Calculated pursuant to Rule 457(h) under the Securities Act solely for the
     purpose of calculating the registration fee. The calculation is based upon
     the weighted average per share exercise price of outstanding options under
     the Amended and Restated Stock Incentive Plan.
(4)  Calculated pursuant to Rule 457(h) under the Securities Act solely for the
     purpose of calculating the registration fee. The calculation with respect
     to ungranted awards under the Amended and Restated Stock Incentive Plan is
     based upon the initial public offering price per share as set forth in
     the Registrant's Prospectus pursuant to Rule 424(b) filed with the
     Securities and Exchange Commission on December 10, 1999.
(5)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933 solely
     for the purpose of calculating the registration fee. The calculation is
     based upon the initial public offering price per share as set forth in
     the Registrant's Prospectus pursuant to Rule 424(b) filed with the
     Securities and Exchange Commission on December 10, 1999, multiplied by
     85%, which is the percentage of the fair market value of the Common Stock
     applicable to purchases under the Employee Stock Purchase Plan.
================================================================================

<PAGE>   2
                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by FreeMarkets, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:

         1.       The Company's Prospectus covering the offer and sale of shares
                  of the Company's Common Stock, par value $.01 per share (the
                  "Common Stock"), filed with the Commission on December 10,
                  1999 pursuant to Rule 424(b) under the Securities Act, which
                  contains audited financial statements for the Company's latest
                  fiscal year for which such statements have been filed.

         2.       The description of the Company's Common Stock contained in the
                  Company's Registration Statement on Form 8-A filed with the
                  Commission on November 2, 1999, including any amendment or
                  report filed for the purpose of updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of the filing of such document with the Commission until
the information contained therein is superseded or updated by any subsequently
filed document which is incorporated by reference into this Registration
Statement or by any document which constitutes part of the prospectus relating
to the 1996 Stock Incentive Plan, the Amended and Restated Incentive Plan or the
Employee Stock Purchase Plan meeting the requirements of Section 10(a) of the
Securities Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
is registered under Section 12(g) of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         As of the date of this Registration Statement, certain attorneys of
Morgan, Lewis & Bockius LLP own an aggregate of 50,275 shares of the
registrant's Common Stock, and a partner of Morgan, Lewis & Bockius LLP who is
the registrant's Assistant Secretary holds options to purchase 20,000 shares of
Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article VII of the
registrant's Amended and Restated Certificate of Incorporation provides that the
personal liability of directors of the registrant is eliminated to the fullest
extent permitted by Section 102(b)(7) of the DGCL.

         Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such

                                     II - 2

<PAGE>   3
statutory provision. Article VII of the registrant's Amended and Restated Bylaws
provides that the registrant will 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 by reason of the fact that he is or was (or to the extent
permitted under Delaware law, has agreed to be) a director, officer, employee or
agent of the registrant, or is or was serving (or, to the extent permitted under
Delaware law, has agreed to serve) at the request of the registrant as a
director, officer, employee or agent of another entity, against certain
liabilities, costs and expenses. Article VII further permits the registrant to
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the registrant, or is or was serving at the request of the
registrant as a director, officer, employee or agent of another entity, against
any liability asserted against such person and incurred by such person in any
such capacity or arising out of his status as such, whether or not the
registrant would have the power to indemnify such person against such liability
under the DGCL. The registrant expects to maintain directors' and officers'
liability insurance.

         The registrant has entered into indemnification agreements with its
directors and officers and intends to enter into indemnification agreements with
any new directors and officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.  EXHIBITS.

         The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

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

         4.1      Form of registrant's Amended and Restated Certificate of
                  Incorporation (incorporated by reference to Exhibit 3.1(b) of
                  the registrant's Registration Statement on Form S-1, File No.
                  333-86755 (the "Form S-1") and to be effective upon the
                  closing of the registrant's initial public offering).

         4.2      Form of registrant's Amended and Restated Bylaws (incorporated
                  by reference to Exhibit 3.2(b) of the Form S-1 and to be
                  effective upon the closing of the registrant's initial public
                  offering).

         4.3      Registrant's 1996 Stock Incentive Plan (incorporated by
                  reference to Exhibit 10.5) of the Form S-1).

         4.4      Registrant's Amended and Restated Incentive Plan (incorporated
                  by reference to Exhibit 10.6) of the Form S-1).

         4.5      Registrant's Employee Stock Purchase Plan (incorporated by
                  reference to Exhibit 10.7) of the Form S-1).

         5.1      Opinion of Morgan, Lewis & Bockius LLP.

         23.1     Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
                  5.1).

         23.2     Consent of PricewaterhouseCoopers LLP.

         24.1     Power of attorney (included on signature page of 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;

                           (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;

                                     II - 3
<PAGE>   4

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by
         the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference 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 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.

                                      * * *

         (h) 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.

                                     II - 4
<PAGE>   5

                                   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
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 Pittsburgh, Commonwealth of Pennsylvania, on December
10, 1999.


                                     FREEMARKETS, INC.


                                     By:    /s/ GLEN T. MEAKEM
                                         --------------------------------------
                                             Glen T. Meakem
                                             President, Chief Executive Officer
                                             and Chairman of the Board


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, Glen T. Meakem and Sam E. Kinney,
Jr., and each 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 to this
registration statement (including post-effective amendments) and any and all
additional registration statements pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, in connection with or related to the offering
contemplated by this registration statement and its amendments, if any, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, 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 in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
                 SIGNATURE                               CAPACITY                          DATE
                 ---------                               --------                          ----
<S>                                   <C>                                           <C>
        /s/ GLEN T. MEAKEM            Principal Executive Officer and Director      December 10, 1999
--------------------------------
            Glen T. Meakem

        /s/ JOAN S. HOOPER            Principal Financial and Accounting Officer    December 10, 1999
--------------------------------
            Joan S. Hooper

      /s/ SAM E. KINNEY, JR.          Director                                      December 10, 1999
--------------------------------
          Sam E. Kinney, Jr.

        /s/ ERIC C. COOPER            Director                                      December 10, 1999
--------------------------------
            Eric C. Cooper

        /s/ DAVID A. NOBLE            Director                                      December 10, 1999
--------------------------------
            David A. Noble

        /s/ L. JOHN DOERR             Director                                      December 10, 1999
--------------------------------
            L. John Doerr

     /s/ THOMAS J. MEREDITH           Director                                      December 10, 1999
--------------------------------
         Thomas J. Meredith
</TABLE>

<PAGE>   6

<TABLE>
<CAPTION>
                                                    EXHIBIT INDEX

                                                                                   SEQUENTIAL PAGE
 EXHIBIT NO.                                  DESCRIPTION                              NUMBER
-------------   -----------------------------------------------------------------------------------------
<S>                  <C>                                                            <C>
     5.1             Opinion of Morgan, Lewis & Bockius LLP.

     23.1            Consent of Morgan, Lewis & Bockius LLP (included in
                     Exhibit 5.1).

     23.2            Consent of PricewaterhouseCoopers LLP.

     24.1            Power of attorney (included on signature page of this
                     registration statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FREEMARKETS FORM S-8", "secsgml_size_bytes": 21358}]
{"company-data": {"conformed-name": "FREEMARKETS INC", "cik": "0000949968", "assigned-sic": "7389", "irs-number": "043265483", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92465", "film-number": "99772043"}, "business-address": {"street1": "22ND FLOOR, ONE OLIVER PLAZA", "street2": "210 SIXTH AVENUE", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4124340500"}, "mail-address": {"street1": "FREEMARKETS ONLINE, INC.", "street2": "22ND FL, ONE OLIVER PLAZA, 210-6TH AVE", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}, "former-company": {"former-conformed-name": "FREEMARKETS ONLINE INC", "date-changed": "19990809"}}
1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999
                                                      Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                FREEMARKETS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Delaware                                     04-3265483
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

      22nd Floor, One Oliver Plaza
            210 Sixth Avenue
             Pittsburgh, PA                                             15222
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)

                            1996 Stock Incentive Plan
                    Amended and Restated Stock Incentive Plan
                          Employee Stock Purchase Plan
                            (FULL TITLE OF THE PLANS)

                                 Glen T. Meakem
                             Chief Executive Officer
                          22nd Floor, One Oliver Plaza
                                210 Sixth Avenue
                              Pittsburgh, PA 15222
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (412) 434-0500
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
===================================================================================================================================

                                                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
                                              AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING        REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED         REGISTERED(1)              SHARE                  PRICE                   FEE
-----------------------------------------------------------------------------------------------------------------------------------
1996 STOCK INCENTIVE PLAN                    815,000  shares        $  0.47 (2)         $     383,050 (2)               $62,333
COMMON STOCK, PAR VALUE $.01 PER SHARE

AMENDED AND RESTATED STOCK INCENTIVE      10,787,050  shares        $  5.26 (3)         $  56,739,883 (3)
PLAN COMMON STOCK, PAR VALUE $.01 PER      3,056,130  shares        $ 48.00 (4)         $ 146,694,240 (4)
SHARE

EMPLOYEE STOCK PURCHASE PLAN                 500,000 shares         $ 40.80 (5)         $  20,400,000 (5)
COMMON STOCK, PAR VALUE $.01 PER SHARE
===================================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which are offered or issued under any of the plans to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.
(2)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act"), solely for the purpose of calculating the
     registration fee. The calculation is based upon the weighted average per
     share exercise price of outstanding options under the 1996 Stock Incentive
     Plan.
(3)  Calculated pursuant to Rule 457(h) under the Securities Act solely for the
     purpose of calculating the registration fee. The calculation is based upon
     the weighted average per share exercise price of outstanding options under
     the Amended and Restated Stock Incentive Plan.
(4)  Calculated pursuant to Rule 457(h) under the Securities Act solely for the
     purpose of calculating the registration fee. The calculation with respect
     to ungranted awards under the Amended and Restated Stock Incentive Plan is
     based upon the initial public offering price per share as set forth in
     the Registrant's Prospectus pursuant to Rule 424(b) filed with the
     Securities and Exchange Commission on December 10, 1999.
(5)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933 solely
     for the purpose of calculating the registration fee. The calculation is
     based upon the initial public offering price per share as set forth in
     the Registrant's Prospectus pursuant to Rule 424(b) filed with the
     Securities and Exchange Commission on December 10, 1999, multiplied by
     85%, which is the percentage of the fair market value of the Common Stock
     applicable to purchases under the Employee Stock Purchase Plan.
================================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by FreeMarkets, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:

         1.       The Company's Prospectus covering the offer and sale of shares
                  of the Company's Common Stock, par value $.01 per share (the
                  "Common Stock"), filed with the Commission on December 10,
                  1999 pursuant to Rule 424(b) under the Securities Act, which
                  contains audited financial statements for the Company's latest
                  fiscal year for which such statements have been filed.

         2.       The description of the Company's Common Stock contained in the
                  Company's Registration Statement on Form 8-A filed with the
                  Commission on November 2, 1999, including any amendment or
                  report filed for the purpose of updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of the filing of such document with the Commission until
the information contained therein is superseded or updated by any subsequently
filed document which is incorporated by reference into this Registration
Statement or by any document which constitutes part of the prospectus relating
to the 1996 Stock Incentive Plan, the Amended and Restated Incentive Plan or the
Employee Stock Purchase Plan meeting the requirements of Section 10(a) of the
Securities Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
is registered under Section 12(g) of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         As of the date of this Registration Statement, certain attorneys of
Morgan, Lewis & Bockius LLP own an aggregate of 50,275 shares of the
registrant's Common Stock, and a partner of Morgan, Lewis & Bockius LLP who is
the registrant's Assistant Secretary holds options to purchase 20,000 shares of
Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article VII of the
registrant's Amended and Restated Certificate of Incorporation provides that the
personal liability of directors of the registrant is eliminated to the fullest
extent permitted by Section 102(b)(7) of the DGCL.

         Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such

                                     II - 2
3
statutory provision. Article VII of the registrant's Amended and Restated Bylaws
provides that the registrant will 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 by reason of the fact that he is or was (or to the extent
permitted under Delaware law, has agreed to be) a director, officer, employee or
agent of the registrant, or is or was serving (or, to the extent permitted under
Delaware law, has agreed to serve) at the request of the registrant as a
director, officer, employee or agent of another entity, against certain
liabilities, costs and expenses. Article VII further permits the registrant to
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the registrant, or is or was serving at the request of the
registrant as a director, officer, employee or agent of another entity, against
any liability asserted against such person and incurred by such person in any
such capacity or arising out of his status as such, whether or not the
registrant would have the power to indemnify such person against such liability
under the DGCL. The registrant expects to maintain directors' and officers'
liability insurance.

         The registrant has entered into indemnification agreements with its
directors and officers and intends to enter into indemnification agreements with
any new directors and officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.  EXHIBITS.

         The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

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

         4.1      Form of registrant's Amended and Restated Certificate of
                  Incorporation (incorporated by reference to Exhibit 3.1(b) of
                  the registrant's Registration Statement on Form S-1, File No.
                  333-86755 (the "Form S-1") and to be effective upon the
                  closing of the registrant's initial public offering).

         4.2      Form of registrant's Amended and Restated Bylaws (incorporated
                  by reference to Exhibit 3.2(b) of the Form S-1 and to be
                  effective upon the closing of the registrant's initial public
                  offering).

         4.3      Registrant's 1996 Stock Incentive Plan (incorporated by
                  reference to Exhibit 10.5) of the Form S-1).

         4.4      Registrant's Amended and Restated Incentive Plan (incorporated
                  by reference to Exhibit 10.6) of the Form S-1).

         4.5      Registrant's Employee Stock Purchase Plan (incorporated by
                  reference to Exhibit 10.7) of the Form S-1).

         5.1      Opinion of Morgan, Lewis & Bockius LLP.

         23.1     Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
                  5.1).

         23.2     Consent of PricewaterhouseCoopers LLP.

         24.1     Power of attorney (included on signature page of 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;

                           (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;

                                     II - 3
4

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by
         the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference 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 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.

                                      * * *

         (h) 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.

                                     II - 4
5

                                   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
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 Pittsburgh, Commonwealth of Pennsylvania, on December
10, 1999.

                                     FREEMARKETS, INC.

                                     By:    /s/ GLEN T. MEAKEM
                                         --------------------------------------
                                             Glen T. Meakem
                                             President, Chief Executive Officer
                                             and Chairman of the Board

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, Glen T. Meakem and Sam E. Kinney,
Jr., and each 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 to this
registration statement (including post-effective amendments) and any and all
additional registration statements pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, in connection with or related to the offering
contemplated by this registration statement and its amendments, if any, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, 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 in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                               CAPACITY                          DATE
                 ---------                               --------                          ----
/s/ GLEN T. MEAKEM            Principal Executive Officer and Director      December 10, 1999
--------------------------------
            Glen T. Meakem

        /s/ JOAN S. HOOPER            Principal Financial and Accounting Officer    December 10, 1999
--------------------------------
            Joan S. Hooper

      /s/ SAM E. KINNEY, JR.          Director                                      December 10, 1999
--------------------------------
          Sam E. Kinney, Jr.

        /s/ ERIC C. COOPER            Director                                      December 10, 1999
--------------------------------
            Eric C. Cooper

        /s/ DAVID A. NOBLE            Director                                      December 10, 1999
--------------------------------
            David A. Noble

        /s/ L. JOHN DOERR             Director                                      December 10, 1999
--------------------------------
            L. John Doerr

     /s/ THOMAS J. MEREDITH           Director                                      December 10, 1999
--------------------------------
         Thomas J. Meredith
6
EXHIBIT INDEX

                                                                                   SEQUENTIAL PAGE
 EXHIBIT NO.                                  DESCRIPTION                              NUMBER
-------------   -----------------------------------------------------------------------------------------
5.1             Opinion of Morgan, Lewis & Bockius LLP.

     23.1            Consent of Morgan, Lewis & Bockius LLP (included in
                     Exhibit 5.1).

     23.2            Consent of PricewaterhouseCoopers LLP.

     24.1            Power of attorney (included on signature page of this
                     registration statement).