<PAGE>

As filed with the Securities and Exchange Commission on May 2, 2000
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                IMPROVENET, INC.
             (Exact name of registrant as specified in its charter)

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

             DELAWARE                                  77-0452868
     (State of Incorporation)              (I.R.S. Employer Identification No.)

                          720 BAYSHORE ROAD, SUITE 200
                       REDWOOD CITY, CALIFORNIA 94063-2469
                                 (650) 701-8000
                    (Address of principal executive offices)

                             1996 STOCK OPTION PLAN
                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                RONALD B. COOPER
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                          720 BAYSHORE ROAD, SUITE 200
                       REDWOOD CITY, CALIFORNIA 94063-2469
                                 (650) 701-8000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                   Copies to:

                                 MARK P. TANOURY
                               COOLEY GODWARD LLP
                               3000 SAND HILL ROAD
                              BUILDING 3, SUITE 230
                              MENLO PARK, CA 94025

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
=================================================================================================================================
                                                      PROPOSED MAXIMUM            PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE       AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING PRICE    AMOUNT OF REGISTRATION
        REGISTERED               REGISTERED              SHARE (1)                       (1)                       FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                           <C>                         <C>
                                                         $10.48
Stock Options and Common                        (See Notes to Calculation of
Stock (par value $.001)       3,222,886 shares       Registration Fee)               $16,302,431                 $4,304
=================================================================================================================================
</TABLE>
================================================================================

(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h) under the Securities Act of
         1933, as amended. The offering price per share and aggregate offering
         price are based upon (a) the weighted average exercise price for shares
         subject to outstanding options granted pursuant to ImproveNet, Inc.'s
         (i) Amended and Restated 1996 Stock Option Plan and (ii) 1999 Equity
         Incentive Plan and (b) the average of the high and low prices of
         Registrant's Common Stock on April 27, 2000 as reported on the Nasdaq
         National Market.
<PAGE>

The chart below details the calculations of the registration fee:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                                         OFFERING PRICE         AGGREGATE OFFERING
              SECURITIES                       NUMBER OF SHARES             PER SHARE                  PRICE
----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                       <C>                    <C>
Shares issuable pursuant to
outstanding options under the 1996
Stock Option Plan                                           1,536,843                $ 3.28             $5,040,845.00

----------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance
pursuant to the 1996 Stock Option Plan                         91,043                $ 4.44               $404,231.00

----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options under the 1999
Equity Incentive Plan                                         658,370               $ 10.48             $6,899,718.00

----------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance
pursuant to the 1999 Equity Incentive
Plan                                                          636,630                $ 4.44             $2,826,637.00

----------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance
pursuant to the 1999 Employee Purchase
Plan                                                          300,000                $ 3.77             $1,131,000.00

----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Offering Price                                                                        $16,302,431.00

----------------------------------------------------------------------------------------------------------------------
Registration Fee                                                                                            $4,304.00

----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       1.
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a) The Company's registrant statements on Form S-1 under the
Securities Act of 1933, as amended (the "Securities Act") (Nos. 333-92873 and
333-32618).

         (b) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed March 10, 2000, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.

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

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the Common Stock offered hereby will be passed upon
for the Company by Cooley Godward LLP, Menlo Park, California. Investment
partnerships comprised of members and senior associates of Cooley Godward
beneficially own 24,600 shares of the Registrant's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act of 1933, as amended.

         As permitted by Delaware law, our Fourth Amended and Restated
Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability (1) for any breach of the director's duty of
loyalty to us or our stockholders; (2) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law; (3) under
Section 174 of the Delaware General Corporation Law regarding unlawful dividends
and stock purchases; or (4) for any transaction from which the director derived
an improper personal benefit.

         As permitted by Delaware law, our Fourth Amended and Restated
Certificate of Incorporation provides that (1) we are required to indemnify our
directors and officers to the fullest extent permitted by Delaware law, subject
to certain very limited exceptions; (2) we are permitted to indemnify our other
employees to the extent that we indemnify our officers and directors, unless
otherwise required by law, our Restated Certificate of Incorporation, our bylaws
or agreements; (3) we are required to advance expenses, as incurred, to our
directors and officers in connection with a legal proceeding to the fullest
extent permitted by Delaware law, subject to certain very limited exceptions;
and (4) the rights conferred in the Restated Certificate of Incorporation are
not exclusive.

         Our Amended and Restated Bylaws provide that we shall indemnify our
directors and executive officers and may indemnify our other offices and
employees and other agents to the fullest extent permitted by law. We believe
that indemnification under our Amended and Restated Bylaws covers at least
negligence and gross negligence on the part of indemnified parties. Our Amended
and Restated Bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the Amended and Restated Bylaws
would permit indemnification.

         We have entered into agreements to indemnify our directors and
executive officers, in addition to indemnification provided for in our Amended
and Restated Bylaws. These agreements, among other things, indemnify our
directors and executive officers for certain expenses, including attorneys'
fees, judgments, fines and


                                       2.
<PAGE>

settlement amounts incurred by any such person in any action or proceeding,
including any action by us arising out of such person's services as our director
or executive officer, any of our subsidiaries or any other company or enterprise
to which the person provides services at our request. We believe that these
provisions and agreements are necessary to attract and retain qualified persons
as directors and executive officers.


                                    EXHIBITS

EXHIBIT
NUMBER

4.1*              Fourth Amended and Restated Certificate of Incorporation of
                  the Company.

4.2*              Amended and Restated Bylaws of the Company.

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of PricewaterhouseCoopers LLP, Independent
                  Accountants.

23.2              Consent of Cooley Godward LLP. Reference is made to Exhibit
                  5.1.

24.1              Power of Attorney is contained on the signature pages.

99.1*             1996 Stock Option Plan.

99.2*             1999 Equity Incentive Plan.

99.3*             1999 Employee Stock Purchase Plan.

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

* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-92873).


                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

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

                  (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% 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;


                                       3.
<PAGE>

         PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(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
         issuer pursuant to section 13 or section 15(d) of the Exchange Act that
         are incorporated by reference herein.

         (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 herein, and the offering of such securities
                  at that time shall be deemed to be the initial bona fide
                  offering thereof.

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

2.       The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, 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 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>

                                   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 the City of Redwood City, State of California, on May 2, 2000.

                                            IMPROVENET, INC.



                                            By     /s/ Ronald B. Cooper
                                              ----------------------------------
                                                   Ronald B. Cooper
                                            Title: Chief Executive Officer and
                                                   President


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald B. Cooper and Richard G. Reece,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file 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, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                         TITLE                                       DATE

<S>                                               <C>                                         <C>
      /s/ Ronald B. Cooper                        Chief Executive Officer and                  May 2, 2000
 ------------------------------------             President (Principal Executive
      Ronald B. Cooper                            Officer)

      /s/ Richard G. Reece                        Senior Vice President, Chief                 May 2, 2000
 ------------------------------------             Financial Officer, Secretary
      Richard G. Reece                            (Principal Financial and
                                                  Accounting Officer)
      /s/ Robert L. Stevens                       Chairman of the Board of Directors           May 2, 2000
 ------------------------------------
      Robert L. Stevens

      /s/ Andrew Anker                            Director                                     May 2, 2000
 ------------------------------------
      Andrew Anker

                                                  Director                                         , 2000
 ------------------------------------
      Domenico Cecere

      /s/ Stuart Gannes                           Director                                     May 2, 2000
 ------------------------------------
      Stuart Gannes


                                       5.
<PAGE>

      /s/ Brian Graff                             Director                                     May 2, 2000
 ------------------------------------
      Brian Graff

      /s/ Garrett Gruener                         Director                                     May 2, 2000
 ------------------------------------
      Garrett Gruener

                                                  Director                                         , 2000
 ------------------------------------
      Alex Knight
</TABLE>


                                       6.

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                            DESCRIPTION

4.1*              Fourth Amended and Restated Certificate of Incorporation of
                  the Company.

4.2*              Amended and Restated Bylaws of the Company.

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of PricewaterhouseCoopers LLP, Independent
                  Accountants.

23.2              Consent of Cooley Godward LLP. Reference is made to Exhibit
                  5.1.

24.1              Power of Attorney is contained on the signature pages.

99.1*             1996 Stock Option Plan.

99.2*             1999 Equity Incentive Plan.

99.3*             1999 Employee Stock Purchase Plan.

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

* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-92873).


                                       7.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22933}]
{"company-data": {"conformed-name": "IMPROVENET INC", "cik": "0001043561", "assigned-sic": "7389", "irs-number": "770417881", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36048", "film-number": "616355"}, "business-address": {"street1": "720 BAY RD", "street2": "SUITE 200", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6507018000"}}
As filed with the Securities and Exchange Commission on May 2, 2000
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                IMPROVENET, INC.
             (Exact name of registrant as specified in its charter)

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

             DELAWARE                                  77-0452868
     (State of Incorporation)              (I.R.S. Employer Identification No.)

                          720 BAYSHORE ROAD, SUITE 200
                       REDWOOD CITY, CALIFORNIA 94063-2469
                                 (650) 701-8000
                    (Address of principal executive offices)

                             1996 STOCK OPTION PLAN
                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                RONALD B. COOPER
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                          720 BAYSHORE ROAD, SUITE 200
                       REDWOOD CITY, CALIFORNIA 94063-2469
                                 (650) 701-8000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                   Copies to:

                                 MARK P. TANOURY
                               COOLEY GODWARD LLP
                               3000 SAND HILL ROAD
                              BUILDING 3, SUITE 230
                              MENLO PARK, CA 94025

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
=================================================================================================================================
                                                      PROPOSED MAXIMUM            PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE       AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING PRICE    AMOUNT OF REGISTRATION
        REGISTERED               REGISTERED              SHARE (1)                       (1)                       FEE
---------------------------------------------------------------------------------------------------------------------------------
$10.48
Stock Options and Common                        (See Notes to Calculation of
Stock (par value $.001)       3,222,886 shares       Registration Fee)               $16,302,431                 $4,304
=================================================================================================================================
================================================================================

(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h) under the Securities Act of
         1933, as amended. The offering price per share and aggregate offering
         price are based upon (a) the weighted average exercise price for shares
         subject to outstanding options granted pursuant to ImproveNet, Inc.'s
         (i) Amended and Restated 1996 Stock Option Plan and (ii) 1999 Equity
         Incentive Plan and (b) the average of the high and low prices of
         Registrant's Common Stock on April 27, 2000 as reported on the Nasdaq
         National Market.
The chart below details the calculations of the registration fee:
----------------------------------------------------------------------------------------------------------------------
                                                                         OFFERING PRICE         AGGREGATE OFFERING
              SECURITIES                       NUMBER OF SHARES             PER SHARE                  PRICE
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options under the 1996
Stock Option Plan                                           1,536,843                $ 3.28             $5,040,845.00

----------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance
pursuant to the 1996 Stock Option Plan                         91,043                $ 4.44               $404,231.00

----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options under the 1999
Equity Incentive Plan                                         658,370               $ 10.48             $6,899,718.00

----------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance
pursuant to the 1999 Equity Incentive
Plan                                                          636,630                $ 4.44             $2,826,637.00

----------------------------------------------------------------------------------------------------------------------
Shares reserved for future issuance
pursuant to the 1999 Employee Purchase
Plan                                                          300,000                $ 3.77             $1,131,000.00

----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Offering Price                                                                        $16,302,431.00

----------------------------------------------------------------------------------------------------------------------
Registration Fee                                                                                            $4,304.00

----------------------------------------------------------------------------------------------------------------------
1.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a) The Company's registrant statements on Form S-1 under the
Securities Act of 1933, as amended (the "Securities Act") (Nos. 333-92873 and
333-32618).

         (b) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed March 10, 2000, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.

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

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the Common Stock offered hereby will be passed upon
for the Company by Cooley Godward LLP, Menlo Park, California. Investment
partnerships comprised of members and senior associates of Cooley Godward
beneficially own 24,600 shares of the Registrant's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act of 1933, as amended.

         As permitted by Delaware law, our Fourth Amended and Restated
Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability (1) for any breach of the director's duty of
loyalty to us or our stockholders; (2) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law; (3) under
Section 174 of the Delaware General Corporation Law regarding unlawful dividends
and stock purchases; or (4) for any transaction from which the director derived
an improper personal benefit.

         As permitted by Delaware law, our Fourth Amended and Restated
Certificate of Incorporation provides that (1) we are required to indemnify our
directors and officers to the fullest extent permitted by Delaware law, subject
to certain very limited exceptions; (2) we are permitted to indemnify our other
employees to the extent that we indemnify our officers and directors, unless
otherwise required by law, our Restated Certificate of Incorporation, our bylaws
or agreements; (3) we are required to advance expenses, as incurred, to our
directors and officers in connection with a legal proceeding to the fullest
extent permitted by Delaware law, subject to certain very limited exceptions;
and (4) the rights conferred in the Restated Certificate of Incorporation are
not exclusive.

         Our Amended and Restated Bylaws provide that we shall indemnify our
directors and executive officers and may indemnify our other offices and
employees and other agents to the fullest extent permitted by law. We believe
that indemnification under our Amended and Restated Bylaws covers at least
negligence and gross negligence on the part of indemnified parties. Our Amended
and Restated Bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the Amended and Restated Bylaws
would permit indemnification.

         We have entered into agreements to indemnify our directors and
executive officers, in addition to indemnification provided for in our Amended
and Restated Bylaws. These agreements, among other things, indemnify our
directors and executive officers for certain expenses, including attorneys'
fees, judgments, fines and

                                       2.
settlement amounts incurred by any such person in any action or proceeding,
including any action by us arising out of such person's services as our director
or executive officer, any of our subsidiaries or any other company or enterprise
to which the person provides services at our request. We believe that these
provisions and agreements are necessary to attract and retain qualified persons
as directors and executive officers.

                                    EXHIBITS

EXHIBIT
NUMBER

4.1*              Fourth Amended and Restated Certificate of Incorporation of
                  the Company.

4.2*              Amended and Restated Bylaws of the Company.

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of PricewaterhouseCoopers LLP, Independent
                  Accountants.

23.2              Consent of Cooley Godward LLP. Reference is made to Exhibit
                  5.1.

24.1              Power of Attorney is contained on the signature pages.

99.1*             1996 Stock Option Plan.

99.2*             1999 Equity Incentive Plan.

99.3*             1999 Employee Stock Purchase Plan.

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

* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-92873).

                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

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

                  (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% 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;

                                       3.
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(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
         issuer pursuant to section 13 or section 15(d) of the Exchange Act that
         are incorporated by reference herein.

         (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 herein, and the offering of such securities
                  at that time shall be deemed to be the initial bona fide
                  offering thereof.

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

2.       The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, 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 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.
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 the City of Redwood City, State of California, on May 2, 2000.

                                            IMPROVENET, INC.

                                            By     /s/ Ronald B. Cooper
                                              ----------------------------------
                                                   Ronald B. Cooper
                                            Title: Chief Executive Officer and
                                                   President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald B. Cooper and Richard G. Reece,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file 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, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                         TITLE                                       DATE
/s/ Ronald B. Cooper                        Chief Executive Officer and                  May 2, 2000
 ------------------------------------             President (Principal Executive
      Ronald B. Cooper                            Officer)

      /s/ Richard G. Reece                        Senior Vice President, Chief                 May 2, 2000
 ------------------------------------             Financial Officer, Secretary
      Richard G. Reece                            (Principal Financial and
                                                  Accounting Officer)
      /s/ Robert L. Stevens                       Chairman of the Board of Directors           May 2, 2000
 ------------------------------------
      Robert L. Stevens

      /s/ Andrew Anker                            Director                                     May 2, 2000
 ------------------------------------
      Andrew Anker

                                                  Director                                         , 2000
 ------------------------------------
      Domenico Cecere

      /s/ Stuart Gannes                           Director                                     May 2, 2000
 ------------------------------------
      Stuart Gannes

                                       5.
/s/ Brian Graff                             Director                                     May 2, 2000
 ------------------------------------
      Brian Graff

      /s/ Garrett Gruener                         Director                                     May 2, 2000
 ------------------------------------
      Garrett Gruener

                                                  Director                                         , 2000
 ------------------------------------
      Alex Knight
6.
EXHIBIT INDEX

EXHIBIT
NUMBER                            DESCRIPTION

4.1*              Fourth Amended and Restated Certificate of Incorporation of
                  the Company.

4.2*              Amended and Restated Bylaws of the Company.

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of PricewaterhouseCoopers LLP, Independent
                  Accountants.

23.2              Consent of Cooley Godward LLP. Reference is made to Exhibit
                  5.1.

24.1              Power of Attorney is contained on the signature pages.

99.1*             1996 Stock Option Plan.

99.2*             1999 Equity Incentive Plan.

99.3*             1999 Employee Stock Purchase Plan.

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

* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-92873).

                                       7.