<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                                webMethods, Inc.
                                ----------------
             (Exact name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   54-1807654
                                   ----------
                      (I.R.S. Employer Identification No.)

                   3930 Pender Drive, Fairfax, Virginia 22030
                   ------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                       webMethods, Inc. Stock Option Plan

                      Active Software, Inc. 1996 Stock Plan

                     Active Software, Inc. 1996A Stock Plan

                      Active Software, Inc. 1999 Stock Plan

             Active Software, Inc. 1999 Employee Stock Purchase Plan

                   TransLink Software, Inc. Stock Option Plan

                       Alier, Inc. 1997 Stock Option Plan

                       Alier, Inc. 1996 Stock Option Plan
                       ----------------------------------
                            (Full Title of the Plan)

                               Mr. Phillip Merrick
                             Chief Executive Officer
                                webMethods, Inc.
                                3930 Pender Drive
                             Fairfax, Virginia 22030
                             -----------------------
                     (Name and Address of Agent of Service)

                                 (703) 460-2500
                                 --------------
          (Telephone Number, including Area Code, of Agent of Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum        Proposed Maximum
 Title of Securities      Amount to be          Offering Price per      Aggregate Offering        Amount of
   to be Registered        Registered                 Share                   Price           Registration Fee
--------------------------------------------------------------------------------------------------------------
<S>                      <C>                   <C>                     <C>                   <C>
     Common Stock,       14,494,329 shares (1)      $96.50 (2)           $1,398,702,749          $369,258
 par value $.01 per
        share
--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   2


(1)  Includes 10,000,000 additional shares reserved for future issuance upon
     exercise of stock options to be granted under the Registrant's Stock Option
     Plan pursuant to increases in the number of shares of common stock reserved
     for issuance under the plan approved on August 15, 2000. Also includes
     4,494,329 shares subject to Active Software's options, 84,265 of which were
     issued pursuant to the Active Software, Inc. 1996 Stock Plan, 2,265,745 of
     which were issued pursuant to the Active Software, Inc. 1996A Stock Plan,
     1,975,198 of which were issued pursuant to the Active Software, Inc. 1999
     Stock Plan, 70,000 of which were issued pursuant to the Active Software,
     Inc. 1999 Employee Stock Purchase Plan, 41,327 of which were issued
     pursuant to the TransLink Software, Inc. Stock Option Plan, 17,349 of
     which were issued pursuant to the Alier, Inc. 1996 Stock Option Plan and
     40,445 of which were issued pursuant to the Alier, Inc. 1997 Stock Option
     Plan, all of which were assumed by the Registrant on August 15, 2000, in
     connection with the Registrant's acquisition of Active Software, Inc.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) under the Securities Act of 1933, as amended
     and based upon the average of the high and low prices reported on the
     Nasdaq National Market on August 15, 2000.


<PAGE>   3


PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Active Software, Inc. 1996 Stock Plan, Active
Software, Inc. 1996A Stock Plan, Active Software, Inc. 1999 Stock Plan, Active
Software, Inc. 1999 Employee Stock Purchase Plan, TransLink Software, Inc. Stock
Option Plan, Alier, Inc. 1997 Stock Option Plan and Alier, Inc. 1996 Stock
Option Plan, pursuant to rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents by Reference.

         webMethods, Inc. (the "Registrant") is subject to the informational and
reporting requirements of Sections 13(a), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission. The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:

         (a)      The Registrant's annual report on Form 10-K for the year ended
                  March 31, 2000, filed on June 29, 2000, filed pursuant to
                  Section 13(a) or 15(d) of the Exchange Act, which contains
                  audited financial statements for the Registrant's latest
                  fiscal year;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the period
                  ended June 30, 2000, filed on August 14, 2000;

         (c)      Current Reports on Form 8-K, dated May 24, 2000; and

         (d)      The description of the Registrant's Common Stock contained in
                  the Registrant's registration statement on Form 8-A, filed
                  with the Commission under section 12 of the Exchange Act on
                  February 10, 2000, including any amendment or report filed for
                  the purpose of updating such description.

         All documents subsequently filed 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 shares offered hereby
         have been sold or which deregisters all shares then remaining unsold,
         shall be deemed to be incorporated in this Registration Statement by
         reference and to be a part hereof from the date of filing of such
         documents. Any statement contained in a document incorporated or deemed
         to be incorporated by reference herein shall be deemed to be modified
         or superseded for the purposes of this Registration Statement to the
         extent a statement contained herein or in any other subsequently filed
         document which also is or is deemed to be incorporated by reference
         herein modified or supersedes such statement. Any statement so modified
         or superseded shall not be deemed, except as so modified or superseded,
         to constitute a part of this Registration Statement.

         Item 4.  Description of securities.

                           Not applicable.

         Item 5.  Interests of Named Experts and Counsel.

                  Shaw Pittman, a law partnership including professional
         corporations that is located in McLean, Virginia, is outside counsel
         for the Registrant and will pass upon the validity of the shares
         offered hereunder. Jack L. Lewis, whose professional corporation is a
         member of Shaw
<PAGE>   4

         Pittman, serves as a member of the Registrant's Board of Directors and
         is the corporate secretary. Mr. Lewis beneficially owns 464,656 shares
         of the Registrant's common stock. other individuals, whose professional
         corporations are members of Shaw Pittman, beneficially own an aggregate
         of 7,309 shares of the Registrant's common stock.

         Item 6.  Indemnification of Directors and Officers.

                  Article Seven of the Registrant's Fifth Amended and Restated
         Certificate of Incorporation, as amended (the "Charter"), provides for
         the indemnification of directors to the fullest extent permissible
         under Delaware law.

                  Article Six of the Registrant's Amended and Restated Bylaws
         provides for the indemnification of officers, directors and third
         parties acting on behalf of the Registrant if if such person acted in
         good faith and in a manner reasonably believed to be in and not opposed
         to the best interest of the Registrant, and, with respect to any
         criminal action or proceeding, the indemnified party had no reason to
         believe his or her conduct was unlawful.

                  Section 145 of the Delaware General Corporation Law provides
         that a corporation has the power to indemnify a director, officer,
         employee or agent of the corporation and certain other persons serving
         at the request of the corporation in related capacities against amounts
         paid and expenses incurred in connection with an action or proceeding
         to which he is or is threatened to be made a party by reason of such
         position, if such person shall have acted in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the corporation and, in any criminal proceeding, if such person had no
         reasonable cause to believe his conduct was unlawful; provided that, in
         the case of actions brought by or in the right of the corporation, no
         indemnification shall be made with respect to any matter as to which
         such person shall have been adjudged to be liable to the corporation
         unless and only to the extent that the adjudicating court determines
         that such indemnification is proper under the circumstances.

                  In addition to indemnification provided for in the
         registrant's Amended and Restated bylaws, the registrant has entered
         into indemnification agreements with its directors and executive
         officers to provide additional contractual assurances regarding the
         scope of the indemnification set forth in the Registrant's Charter and
         to provide additional procedural protections.

         Item 7.  Exemption from Registration Claimed.

                           Not applicable

         Item 8.  Exhibits.

                  The Exhibit Index immediately preceding the exhibits is
         attached hereto and incorporated herein by reference.

         Item 9.  Undertakings.
                  1.       The Registrant hereby undertakes:

                           (a)      to file, during any period in which offers
                                    or sales are being made, a post-effective
                                    amendment to this Registration Statement 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;
<PAGE>   5

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

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

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

         3.       Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification against such liabilities
                  (other than 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.


<PAGE>   6


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Fairfax, Virginia, on the 16th day of August, 2000.

                                   WEBMETHODS, INC.


                                   By:  /s/ PHILLIP MERRICK
                                       ----------------------------
                                         Phillip Merrick
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of webMethods, Inc., hereby
severally constitute and appoint Phillip Merrick and Mary Dridi and each of them
individually, with full powers of substitution and resubstitution, our true and
lawful attorney, with full powers to them and each of them to sign for us, in
our names and in the capacities indicated below, the registration statement on
Form S-8 filed with the Securities and Exchange Commission, and any or all
amendments to said Registration Statement (including post-effective amendments),
and any registration statement filed pursuant to rule 462(b) under the
Securities Act in connection with the registration under the Securities Act of
equity securities of webMethods, Inc. and to file or cause to be filed the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as to all
intents and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
          Signature                                      Title                                 Date
          ---------                                      -----                                 ----
<S>                                        <C>                                           <C>
 /s/ PHILLIP MERRICK                        Chairman of the Board, President and         August 16, 2000
---------------------------                 Chief Executive Officer
Phillip Merrick


 /s/ MARY DRIDI                             Chief Financial Officer and Treasurer        August 16, 2000
---------------------------
Mary Dridi


 /s/ ROBERT E. COOK                         Director                                     August 16, 2000
---------------------------
Robert E. Cook


 /s/ CHASE BAILEY                           Director                                     August 16, 2000
---------------------------
Chase Bailey


 /s/ GENE RIECHERS                          Director                                     August 16, 2000
---------------------------
Gene Riechers
</TABLE>

<PAGE>   7

<TABLE>
<S>                                        <C>                                           <C>
 /s/ JACK L. LEWIS                          Director                                     August 16, 2000
---------------------------
Jack L. Lewis


                                            Director                                     August __, 2000
---------------------------
Michael J. Levinthal


 /s/ ROBERT T. VASAN                        Director                                     August 16, 2000
---------------------------
Robert T. Vasan


                                            Director                                     August __, 2000
---------------------------
Dennis H. Jones


/s/ R. JAMES GREEN                          Director                                     August 16, 2000
---------------------------
R. James Green


/s/ JAMES P. GAUER                          Director                                     August 16, 2000
---------------------------
James P. Gauer
</TABLE>


<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>              <C>
4.1*              Fifth Amended and Restated Certificate of Incorporation of the Registrant
4.2               Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of the
                  Registrant
4.3               webMethods, Inc. Amended and Restated Stock Option Plan
4.4               Active Software, Inc. 1996 Stock Plan
4.5               Active Software, Inc. 1996A Stock Plan
4.6               Active Software, Inc. 1999 Stock Plan
4.7               Active Software, Inc. 1999 Directors' Stock Option Plan
4.8               Active Software, Inc. 1999 Employee Stock Purchase Plan
4.9               TransLink Software, Inc. Stock Option Plan
4.10              Alier, Inc. 1997 Stock Option Plan
4.11              Alier, Inc. 1996 Stock Option Plan
5.1               Opinion of Shaw Pittman
23.1              Consent of Shaw Pittman (included in Exhibit 5.1)
23.2              Consent of PricewaterhouseCoopers LLP
24.1              Power of Attorney (included on the signature page of this Registration Statement)
</TABLE>


* Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (File No. 333-91309)
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{"company-data": {"conformed-name": "WEBMETHODS INC", "cik": "0001035096", "assigned-sic": "7371", "irs-number": "541807654", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43958", "film-number": "704581"}, "business-address": {"street1": "3877 FAIRFAX RIDGE ROAD", "street2": "4TH FLOOR", "city": "FAIRFAX", "state": "VA", "zip": "22030", "phone": "7034602500"}, "mail-address": {"street1": "3877 FAIRFAX RIDGE ROAD", "street2": "4TH FLOOR", "city": "FAIRFAX", "state": "VA", "zip": "22030"}}
1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                                webMethods, Inc.
                                ----------------
             (Exact name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   54-1807654
                                   ----------
                      (I.R.S. Employer Identification No.)

                   3930 Pender Drive, Fairfax, Virginia 22030
                   ------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                       webMethods, Inc. Stock Option Plan

                      Active Software, Inc. 1996 Stock Plan

                     Active Software, Inc. 1996A Stock Plan

                      Active Software, Inc. 1999 Stock Plan

             Active Software, Inc. 1999 Employee Stock Purchase Plan

                   TransLink Software, Inc. Stock Option Plan

                       Alier, Inc. 1997 Stock Option Plan

                       Alier, Inc. 1996 Stock Option Plan
                       ----------------------------------
                            (Full Title of the Plan)

                               Mr. Phillip Merrick
                             Chief Executive Officer
                                webMethods, Inc.
                                3930 Pender Drive
                             Fairfax, Virginia 22030
                             -----------------------
                     (Name and Address of Agent of Service)

                                 (703) 460-2500
                                 --------------
          (Telephone Number, including Area Code, of Agent of Service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum        Proposed Maximum
 Title of Securities      Amount to be          Offering Price per      Aggregate Offering        Amount of
   to be Registered        Registered                 Share                   Price           Registration Fee
--------------------------------------------------------------------------------------------------------------
Common Stock,       14,494,329 shares (1)      $96.50 (2)           $1,398,702,749          $369,258
 par value $.01 per
        share
--------------------------------------------------------------------------------------------------------------
2

(1)  Includes 10,000,000 additional shares reserved for future issuance upon
     exercise of stock options to be granted under the Registrant's Stock Option
     Plan pursuant to increases in the number of shares of common stock reserved
     for issuance under the plan approved on August 15, 2000. Also includes
     4,494,329 shares subject to Active Software's options, 84,265 of which were
     issued pursuant to the Active Software, Inc. 1996 Stock Plan, 2,265,745 of
     which were issued pursuant to the Active Software, Inc. 1996A Stock Plan,
     1,975,198 of which were issued pursuant to the Active Software, Inc. 1999
     Stock Plan, 70,000 of which were issued pursuant to the Active Software,
     Inc. 1999 Employee Stock Purchase Plan, 41,327 of which were issued
     pursuant to the TransLink Software, Inc. Stock Option Plan, 17,349 of
     which were issued pursuant to the Alier, Inc. 1996 Stock Option Plan and
     40,445 of which were issued pursuant to the Alier, Inc. 1997 Stock Option
     Plan, all of which were assumed by the Registrant on August 15, 2000, in
     connection with the Registrant's acquisition of Active Software, Inc.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) under the Securities Act of 1933, as amended
     and based upon the average of the high and low prices reported on the
     Nasdaq National Market on August 15, 2000.
3

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Active Software, Inc. 1996 Stock Plan, Active
Software, Inc. 1996A Stock Plan, Active Software, Inc. 1999 Stock Plan, Active
Software, Inc. 1999 Employee Stock Purchase Plan, TransLink Software, Inc. Stock
Option Plan, Alier, Inc. 1997 Stock Option Plan and Alier, Inc. 1996 Stock
Option Plan, pursuant to rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents by Reference.

         webMethods, Inc. (the "Registrant") is subject to the informational and
reporting requirements of Sections 13(a), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission. The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:

         (a)      The Registrant's annual report on Form 10-K for the year ended
                  March 31, 2000, filed on June 29, 2000, filed pursuant to
                  Section 13(a) or 15(d) of the Exchange Act, which contains
                  audited financial statements for the Registrant's latest
                  fiscal year;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the period
                  ended June 30, 2000, filed on August 14, 2000;

         (c)      Current Reports on Form 8-K, dated May 24, 2000; and

         (d)      The description of the Registrant's Common Stock contained in
                  the Registrant's registration statement on Form 8-A, filed
                  with the Commission under section 12 of the Exchange Act on
                  February 10, 2000, including any amendment or report filed for
                  the purpose of updating such description.

         All documents subsequently filed 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 shares offered hereby
         have been sold or which deregisters all shares then remaining unsold,
         shall be deemed to be incorporated in this Registration Statement by
         reference and to be a part hereof from the date of filing of such
         documents. Any statement contained in a document incorporated or deemed
         to be incorporated by reference herein shall be deemed to be modified
         or superseded for the purposes of this Registration Statement to the
         extent a statement contained herein or in any other subsequently filed
         document which also is or is deemed to be incorporated by reference
         herein modified or supersedes such statement. Any statement so modified
         or superseded shall not be deemed, except as so modified or superseded,
         to constitute a part of this Registration Statement.

         Item 4.  Description of securities.

                           Not applicable.

         Item 5.  Interests of Named Experts and Counsel.

                  Shaw Pittman, a law partnership including professional
         corporations that is located in McLean, Virginia, is outside counsel
         for the Registrant and will pass upon the validity of the shares
         offered hereunder. Jack L. Lewis, whose professional corporation is a
         member of Shaw
4

         Pittman, serves as a member of the Registrant's Board of Directors and
         is the corporate secretary. Mr. Lewis beneficially owns 464,656 shares
         of the Registrant's common stock. other individuals, whose professional
         corporations are members of Shaw Pittman, beneficially own an aggregate
         of 7,309 shares of the Registrant's common stock.

         Item 6.  Indemnification of Directors and Officers.

                  Article Seven of the Registrant's Fifth Amended and Restated
         Certificate of Incorporation, as amended (the "Charter"), provides for
         the indemnification of directors to the fullest extent permissible
         under Delaware law.

                  Article Six of the Registrant's Amended and Restated Bylaws
         provides for the indemnification of officers, directors and third
         parties acting on behalf of the Registrant if if such person acted in
         good faith and in a manner reasonably believed to be in and not opposed
         to the best interest of the Registrant, and, with respect to any
         criminal action or proceeding, the indemnified party had no reason to
         believe his or her conduct was unlawful.

                  Section 145 of the Delaware General Corporation Law provides
         that a corporation has the power to indemnify a director, officer,
         employee or agent of the corporation and certain other persons serving
         at the request of the corporation in related capacities against amounts
         paid and expenses incurred in connection with an action or proceeding
         to which he is or is threatened to be made a party by reason of such
         position, if such person shall have acted in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the corporation and, in any criminal proceeding, if such person had no
         reasonable cause to believe his conduct was unlawful; provided that, in
         the case of actions brought by or in the right of the corporation, no
         indemnification shall be made with respect to any matter as to which
         such person shall have been adjudged to be liable to the corporation
         unless and only to the extent that the adjudicating court determines
         that such indemnification is proper under the circumstances.

                  In addition to indemnification provided for in the
         registrant's Amended and Restated bylaws, the registrant has entered
         into indemnification agreements with its directors and executive
         officers to provide additional contractual assurances regarding the
         scope of the indemnification set forth in the Registrant's Charter and
         to provide additional procedural protections.

         Item 7.  Exemption from Registration Claimed.

                           Not applicable

         Item 8.  Exhibits.

                  The Exhibit Index immediately preceding the exhibits is
         attached hereto and incorporated herein by reference.

         Item 9.  Undertakings.
                  1.       The Registrant hereby undertakes:

                           (a)      to file, during any period in which offers
                                    or sales are being made, a post-effective
                                    amendment to this Registration Statement 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;
5

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

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

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

         3.       Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification against such liabilities
                  (other than 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.
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Fairfax, Virginia, on the 16th day of August, 2000.

                                   WEBMETHODS, INC.

                                   By:  /s/ PHILLIP MERRICK
                                       ----------------------------
                                         Phillip Merrick
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of webMethods, Inc., hereby
severally constitute and appoint Phillip Merrick and Mary Dridi and each of them
individually, with full powers of substitution and resubstitution, our true and
lawful attorney, with full powers to them and each of them to sign for us, in
our names and in the capacities indicated below, the registration statement on
Form S-8 filed with the Securities and Exchange Commission, and any or all
amendments to said Registration Statement (including post-effective amendments),
and any registration statement filed pursuant to rule 462(b) under the
Securities Act in connection with the registration under the Securities Act of
equity securities of webMethods, Inc. and to file or cause to be filed the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as to all
intents and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated below.
Signature                                      Title                                 Date
          ---------                                      -----                                 ----
/s/ PHILLIP MERRICK                        Chairman of the Board, President and         August 16, 2000
---------------------------                 Chief Executive Officer
Phillip Merrick

 /s/ MARY DRIDI                             Chief Financial Officer and Treasurer        August 16, 2000
---------------------------
Mary Dridi

 /s/ ROBERT E. COOK                         Director                                     August 16, 2000
---------------------------
Robert E. Cook

 /s/ CHASE BAILEY                           Director                                     August 16, 2000
---------------------------
Chase Bailey

 /s/ GENE RIECHERS                          Director                                     August 16, 2000
---------------------------
Gene Riechers
7
/s/ JACK L. LEWIS                          Director                                     August 16, 2000
---------------------------
Jack L. Lewis

                                            Director                                     August __, 2000
---------------------------
Michael J. Levinthal

 /s/ ROBERT T. VASAN                        Director                                     August 16, 2000
---------------------------
Robert T. Vasan

                                            Director                                     August __, 2000
---------------------------
Dennis H. Jones

/s/ R. JAMES GREEN                          Director                                     August 16, 2000
---------------------------
R. James Green

/s/ JAMES P. GAUER                          Director                                     August 16, 2000
---------------------------
James P. Gauer
8

                                  EXHIBIT INDEX
Exhibit No.                                      Description
-----------                                      -----------
4.1*              Fifth Amended and Restated Certificate of Incorporation of the Registrant
4.2               Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of the
                  Registrant
4.3               webMethods, Inc. Amended and Restated Stock Option Plan
4.4               Active Software, Inc. 1996 Stock Plan
4.5               Active Software, Inc. 1996A Stock Plan
4.6               Active Software, Inc. 1999 Stock Plan
4.7               Active Software, Inc. 1999 Directors' Stock Option Plan
4.8               Active Software, Inc. 1999 Employee Stock Purchase Plan
4.9               TransLink Software, Inc. Stock Option Plan
4.10              Alier, Inc. 1997 Stock Option Plan
4.11              Alier, Inc. 1996 Stock Option Plan
5.1               Opinion of Shaw Pittman
23.1              Consent of Shaw Pittman (included in Exhibit 5.1)
23.2              Consent of PricewaterhouseCoopers LLP
24.1              Power of Attorney (included on the signature page of this Registration Statement)
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (File No. 333-91309)