<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 2001

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                e-centives, INC.
                 -----------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                     52-1988332
-----------------------------               ---------------------------------
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                         6901 ROCKLEDGE DRIVE, 7TH FLOOR
                            BETHESDA, MARYLAND 20817
                    -----------------------------------------

                    (Address of principal executive offices)

      e-centives, INC. AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                               JASON R. KARP, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                                e-centives, INC.
                         6901 ROCKLEDGE DRIVE, 7TH FLOOR
                            BETHESDA, MARYLAND 20817
                                 (301) 564-6700
     ----------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:

                              JOHN B. BECKMAN, ESQ.
                             HOGAN & HARTSON L.L.P.
                           555 THIRTEENTH STREET, N.W.
                             WASHINGTON, D.C. 20004
                                 (202) 637-5600


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
                                                    Proposed          Proposed maximum      Amount of
     Title of securities       Amount to be      maximum offering        aggregate         registration
      to be registered          registered      price per share (a)   offering price (a)     fee (a)
------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>                   <C>                   <C>
       Common Stock,
 par value $0.01 per share      2,899,350           $5.93 (b)         $17,193,146 (b)       $4299 (b)
------------------------------------------------------------------------------------------------------------
       Common Stock,
 par value $0.01 per share        131,900           $9.63 (c)          $1,270,197 (c)        $318 (c)
============================================================================================================
</TABLE>

(a)     Estimated solely for the purpose of calculating the registration fee.
        The offering price per share and the aggregate offering price are based
        on (1) the weighted average exercise price for shares subject to
        outstanding options previously granted under the e-centives, Inc.
        Amended and Restated Stock Option and Incentive Plan (the "Plan") in
        accordance with Rule 457(h) under the Securities Act of 1933 and (2) the
        average of the high and low prices per share of the registrant's common
        stock as reported on the SWX New Market of the Swiss Stock Exchange on
        March 29, 2001 in accordance with Rule 457(c) of the Securities Act of
        1933 for shares issuable pursuant to the Plan.


<PAGE>   2

(b)     Based on the weighted average option exercise price of $5.93 per share
        for the 2,899,350 shares issuable upon exercise of outstanding options
        granted under the Plan as of March 26, 2001.

(c)     Based on the average of the high and low prices per share of the
        registrant's common stock as reported on the SWX New Market of the Swiss
        Stock Exchange on March 29, 2001 of $9.63 per share for the 131,900
        shares otherwise issuable under the Plan as of March 26, 2001.

        Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of shares to be
offered or sold pursuant to the plans described herein. There are also
registered hereunder such additional indeterminate number of shares as may be
issued as a result of the antidilution provisions of such plans.




<PAGE>   3


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

                  e-centives, Inc. (the "Company" or the "Registrant") will
deliver to each employee or other individual selected or eligible to participate
in the e-centives, Inc. Amended and Restated Stock Option and Incentive Plan
(the "Plan") the documents containing the information required by Part I of Form
S-8 to be included in this Registration Statement. In accordance with Rule
428(b)(1) under the Securities Act of 1933 (the "Securities Act"), and the
instructions to Part I of Form S-8, these documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  If participants in the Plan call or write to Tracy L. Slavin,
Director of Accounting, e-centives, Inc., 6901 Rockledge Drive, 7th Floor,
Bethesda, Maryland 20817, (301) 564-6700, the Company will provide them with
copies of the documents incorporated by reference in Item 3 of Part II of this
registration statement and other documents required to be delivered to
participants in the Plan pursuant to Rule 428(b) under the Securities Act,
without charge. The documents incorporated by reference in Item 3 of Part II of
this registration statement are incorporated by reference in the Section 10(a)
prospectus for the Plan.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby incorporates by reference into this
Registration Statement the following documents filed by it with the Commission:

                  (a)      The Registrant's annual report on Form 10-K for the
                           year ended December 31, 2000, filed with the
                           Commission on April 2, 2001; and

                  (b)      The description of the Registrant's common stock,
                           contained in the Registrant's registration statement
                           on Form 8-A filed with the Commission on September
                           18, 2000.

                  In addition, all documents and reports filed by the Company
subsequent to the date hereof 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 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



                                       1
<PAGE>   4

from the date of filing of such documents or reports. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant's certificate of incorporation and bylaws
provide for the indemnification of its directors and officers to the fullest
extent authorized by, and subject to the conditions set forth in the Delaware
General Corporation Law, except that the Registrant will indemnify a director or
officer in connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized by the
Registrant's board of directors. The indemnification provided under the
Registrant's restated certificate of incorporation and bylaws includes the right
to be paid by the Registrant the expenses (including attorneys' fees) in advance
of any proceeding for which indemnification may be had in advance of its final
disposition, provided that the payment of such expenses (including attorneys'
fees) incurred by a director or officer in advance of the final disposition of a
proceeding may be made only upon delivery to the Registrant of an undertaking by
or on behalf of such director or officer to repay all amounts so paid in advance
if it is ultimately determined that such director or officer is not entitled to
be indemnified. Pursuant to the Registrant's bylaws, if a claim for
indemnification is not paid by the Registrant within 60 days after it has
received a written claim, the claimant may at any time thereafter bring an
action against the Registrant to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.

                  As permitted by the Delaware General Corporation law, the
Registrant's restated certificate of incorporation provides that its directors
shall not be liable to the Registrant or the Registrant's stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or the Registrant's stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under section 174 of the Delaware General Corporation Law, relating to unlawful
payment of dividends or unlawful stock purchase or redemption or (iv) for any
transaction from which the director derived an improper personal benefit. As a
result of this provision, the Registrant and its stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.

                  Under the Registrant's bylaws, the Registrant has the power to
purchase and maintain insurance on behalf of any person who is or was one of its
directors, officers, employees or agents, or is or was serving at the
Registrant's request as a director, officer, employee, partner (limited or
general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Registrant would have the power to indemnify such person against


                                       2
<PAGE>   5
such liability under the provisions of the Delaware General Corporation Law. The
Registrant maintains director and officer liability insurance on behalf of its
directors and officers.


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

                  See Exhibit Index.

ITEM 9.           UNDERTAKINGS.

                  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. 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; and

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

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 (as in this
case), and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

                  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's


                                       3
<PAGE>   6

annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.




                                       4
<PAGE>   7



                                   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 Bethesda, state of Maryland, on this 30th day of
March, 2001.

                                        E-CENTIVES, INC.


                                        By:  /s/ Kamran Amjadi
                                            -----------------------------
                                            Kamran Amjadi
                                            Chief Executive Officer


                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jason Karp his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
from such person and in each person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement or any registration statement relating to this
registration statement under Rule 462 and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto 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 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,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
              NAME                                TITLE                              DATE
              ----                                -----                              ----
<S>                                <C>                                          <C>
 /s/ Kamran Amjadi                 Chairman and Chief Executive                 March 30, 2001
--------------------------         Officer (Principal Executive
Kamran Amjadi                      Officer)

 /s/ Mehrdad Akhavan               President, Chief Operating Officer,          March 30, 2001
--------------------------         Secretary and Director
Mehrdad Akhavan

 /s/ Tracy L. Slavin               Director of Accounting (Principal            March 30, 2001
--------------------------         Financial and Accounting Officer)
Tracy L. Slavin

 /s/ Peter Friedli                 Director                                     March 30, 2001
--------------------------
Peter Friedli

 /s/ James Caccavo                 Director                                     March 30, 2001
--------------------------
James Caccavo
</TABLE>




                                       5
<PAGE>   8


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit
    No.                                            Exhibit
    ---                                            -------
<S>           <C>
    4.1       Specimen certificate representing the Common Stock of the Registrant.*

    4.2       Registration Rights Agreement, dated February 18, 2000, by and among the
              Registrant and certain stockholders named therein.*

    5         Legal Opinion of Jason R. Karp, Esq.

    23.1      Consent of KPMG LLP.

    23.2      Consent of Jason R. Karp, Esq. (included in Exhibit 5).

    24        Power of Attorney (included on signature page).

    99.1      1996 Stock Incentive Plan*

    99.2      Amended and Restated Stock Option and Incentive Plan

              * Incorporated by reference to the Registrant's registration
              statement on Form S-1, SEC Registration Statement (SEC File No.
              333-42574).
</TABLE>
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{"company-data": {"conformed-name": "E CENTIVES INC", "cik": "0001092283", "assigned-sic": "7389", "irs-number": "521988332", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58244", "film-number": "1594939"}, "business-address": {"street1": "6901 ROCKLEDGE DRIVE", "street2": "7TH FLOOR", "city": "BETHESDA", "state": "MD", "zip": "20617", "phone": "3015646700"}, "mail-address": {"street1": "8903 ROCKLEDGE DRIVE", "street2": "SUITE 1200", "city": "BETHESDA", "state": "MD", "zip": "20617"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 2001

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                e-centives, INC.
                 -----------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                     52-1988332
-----------------------------               ---------------------------------
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                         6901 ROCKLEDGE DRIVE, 7TH FLOOR
                            BETHESDA, MARYLAND 20817
                    -----------------------------------------

                    (Address of principal executive offices)

      e-centives, INC. AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                               JASON R. KARP, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                                e-centives, INC.
                         6901 ROCKLEDGE DRIVE, 7TH FLOOR
                            BETHESDA, MARYLAND 20817
                                 (301) 564-6700
     ----------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:

                              JOHN B. BECKMAN, ESQ.
                             HOGAN & HARTSON L.L.P.
                           555 THIRTEENTH STREET, N.W.
                             WASHINGTON, D.C. 20004
                                 (202) 637-5600

                         CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                    Proposed          Proposed maximum      Amount of
     Title of securities       Amount to be      maximum offering        aggregate         registration
      to be registered          registered      price per share (a)   offering price (a)     fee (a)
------------------------------------------------------------------------------------------------------------
Common Stock,
 par value $0.01 per share      2,899,350           $5.93 (b)         $17,193,146 (b)       $4299 (b)
------------------------------------------------------------------------------------------------------------
       Common Stock,
 par value $0.01 per share        131,900           $9.63 (c)          $1,270,197 (c)        $318 (c)
============================================================================================================
(a)     Estimated solely for the purpose of calculating the registration fee.
        The offering price per share and the aggregate offering price are based
        on (1) the weighted average exercise price for shares subject to
        outstanding options previously granted under the e-centives, Inc.
        Amended and Restated Stock Option and Incentive Plan (the "Plan") in
        accordance with Rule 457(h) under the Securities Act of 1933 and (2) the
        average of the high and low prices per share of the registrant's common
        stock as reported on the SWX New Market of the Swiss Stock Exchange on
        March 29, 2001 in accordance with Rule 457(c) of the Securities Act of
        1933 for shares issuable pursuant to the Plan.
2

(b)     Based on the weighted average option exercise price of $5.93 per share
        for the 2,899,350 shares issuable upon exercise of outstanding options
        granted under the Plan as of March 26, 2001.

(c)     Based on the average of the high and low prices per share of the
        registrant's common stock as reported on the SWX New Market of the Swiss
        Stock Exchange on March 29, 2001 of $9.63 per share for the 131,900
        shares otherwise issuable under the Plan as of March 26, 2001.

        Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of shares to be
offered or sold pursuant to the plans described herein. There are also
registered hereunder such additional indeterminate number of shares as may be
issued as a result of the antidilution provisions of such plans.
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.

                  e-centives, Inc. (the "Company" or the "Registrant") will
deliver to each employee or other individual selected or eligible to participate
in the e-centives, Inc. Amended and Restated Stock Option and Incentive Plan
(the "Plan") the documents containing the information required by Part I of Form
S-8 to be included in this Registration Statement. In accordance with Rule
428(b)(1) under the Securities Act of 1933 (the "Securities Act"), and the
instructions to Part I of Form S-8, these documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  If participants in the Plan call or write to Tracy L. Slavin,
Director of Accounting, e-centives, Inc., 6901 Rockledge Drive, 7th Floor,
Bethesda, Maryland 20817, (301) 564-6700, the Company will provide them with
copies of the documents incorporated by reference in Item 3 of Part II of this
registration statement and other documents required to be delivered to
participants in the Plan pursuant to Rule 428(b) under the Securities Act,
without charge. The documents incorporated by reference in Item 3 of Part II of
this registration statement are incorporated by reference in the Section 10(a)
prospectus for the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby incorporates by reference into this
Registration Statement the following documents filed by it with the Commission:

                  (a)      The Registrant's annual report on Form 10-K for the
                           year ended December 31, 2000, filed with the
                           Commission on April 2, 2001; and

                  (b)      The description of the Registrant's common stock,
                           contained in the Registrant's registration statement
                           on Form 8-A filed with the Commission on September
                           18, 2000.

                  In addition, all documents and reports filed by the Company
subsequent to the date hereof 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 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

                                       1
4

from the date of filing of such documents or reports. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant's certificate of incorporation and bylaws
provide for the indemnification of its directors and officers to the fullest
extent authorized by, and subject to the conditions set forth in the Delaware
General Corporation Law, except that the Registrant will indemnify a director or
officer in connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized by the
Registrant's board of directors. The indemnification provided under the
Registrant's restated certificate of incorporation and bylaws includes the right
to be paid by the Registrant the expenses (including attorneys' fees) in advance
of any proceeding for which indemnification may be had in advance of its final
disposition, provided that the payment of such expenses (including attorneys'
fees) incurred by a director or officer in advance of the final disposition of a
proceeding may be made only upon delivery to the Registrant of an undertaking by
or on behalf of such director or officer to repay all amounts so paid in advance
if it is ultimately determined that such director or officer is not entitled to
be indemnified. Pursuant to the Registrant's bylaws, if a claim for
indemnification is not paid by the Registrant within 60 days after it has
received a written claim, the claimant may at any time thereafter bring an
action against the Registrant to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.

                  As permitted by the Delaware General Corporation law, the
Registrant's restated certificate of incorporation provides that its directors
shall not be liable to the Registrant or the Registrant's stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or the Registrant's stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under section 174 of the Delaware General Corporation Law, relating to unlawful
payment of dividends or unlawful stock purchase or redemption or (iv) for any
transaction from which the director derived an improper personal benefit. As a
result of this provision, the Registrant and its stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.

                  Under the Registrant's bylaws, the Registrant has the power to
purchase and maintain insurance on behalf of any person who is or was one of its
directors, officers, employees or agents, or is or was serving at the
Registrant's request as a director, officer, employee, partner (limited or
general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Registrant would have the power to indemnify such person against

                                       2
5
such liability under the provisions of the Delaware General Corporation Law. The
Registrant maintains director and officer liability insurance on behalf of its
directors and officers.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

                  See Exhibit Index.

ITEM 9.           UNDERTAKINGS.

                  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. 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; and

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

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 (as in this
case), and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

                  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's

                                       3
6

annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       4
7

                                   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 Bethesda, state of Maryland, on this 30th day of
March, 2001.

                                        E-CENTIVES, INC.

                                        By:  /s/ Kamran Amjadi
                                            -----------------------------
                                            Kamran Amjadi
                                            Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jason Karp his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
from such person and in each person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement or any registration statement relating to this
registration statement under Rule 462 and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto 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 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,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
NAME                                TITLE                              DATE
              ----                                -----                              ----
/s/ Kamran Amjadi                 Chairman and Chief Executive                 March 30, 2001
--------------------------         Officer (Principal Executive
Kamran Amjadi                      Officer)

 /s/ Mehrdad Akhavan               President, Chief Operating Officer,          March 30, 2001
--------------------------         Secretary and Director
Mehrdad Akhavan

 /s/ Tracy L. Slavin               Director of Accounting (Principal            March 30, 2001
--------------------------         Financial and Accounting Officer)
Tracy L. Slavin

 /s/ Peter Friedli                 Director                                     March 30, 2001
--------------------------
Peter Friedli

 /s/ James Caccavo                 Director                                     March 30, 2001
--------------------------
James Caccavo
5
8

                                  EXHIBIT INDEX
Exhibit
    No.                                            Exhibit
    ---                                            -------
4.1       Specimen certificate representing the Common Stock of the Registrant.*

    4.2       Registration Rights Agreement, dated February 18, 2000, by and among the
              Registrant and certain stockholders named therein.*

    5         Legal Opinion of Jason R. Karp, Esq.

    23.1      Consent of KPMG LLP.

    23.2      Consent of Jason R. Karp, Esq. (included in Exhibit 5).

    24        Power of Attorney (included on signature page).

    99.1      1996 Stock Incentive Plan*

    99.2      Amended and Restated Stock Option and Incentive Plan

              * Incorporated by reference to the Registrant's registration
              statement on Form S-1, SEC Registration Statement (SEC File No.
              333-42574).