<PAGE>

      As filed with the Securities and Exchange Commission on February 15, 2000
                                                          Registration No. 333-

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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

           DELAWARE                         7372                 41-1844584
(State or other jurisdiction  (Primary Standard Industrial     (IRS Employer
    of incorporation or)      Classification Code Number)    Identification No.)
        organization

                             7901 FLYING CLOUD DRIVE
                          MINNEAPOLIS, MINNESOTA 55344
                                 (612) 903-9424
               (Address of principal executive offices) (Zip Code)

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

                NET PERCEPTIONS, INC. 1999 EQUITY INCENTIVE PLAN
               NET PERCEPTIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
          NET PERCEPTIONS, INC. 1999 NON-EMPLOYEE DIRECTOR OPTION PLAN
                            (Full title of the Plans)

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

                                STEVEN J. SNYDER
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                              NET PERCEPTIONS, INC.
                             7901 FLYING CLOUD DRIVE
                          MINNEAPOLIS, MINNESOTA 55344

                     (Name and address of agent for service)
                                 (612) 903-9424
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

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

<TABLE>
<CAPTION>
            Title of                                       Proposed Maximum    Proposed Maximum
           Securities                       Amount             Offering            Aggregate         Amount of
              to be                         to be                Price             Offering        Registration
           Registered                    Registered (1)        per Share           Price (2)            Fee
           ----------                    ----------            ---------           -----                ---
<S>                                    <C>                   <C>             <C>                  <C>

1999 Equity Incentive Plan
---------------------------------
     Options                              1,501,285               N/A               N/A                 N/A
     Common Stock (par value $.001)    1,501,285 shares       $54.3125(2)     $81,538,541.56(2)    $21,526.1750

Employee Stock Purchase Plan
---------------------------------
     Rights to Purchase                    940,514                N/A               N/A                 N/A
     Common Stock (par value $.001)     940,514 shares        $54.3125(2)     $51,081,666.63(2)    $13,485.5600

1999 Non-Employee Director Option
Plan
----------------------------------
     Options                               250,000                N/A               N/A                 N/A
     Common Stock (par value $0.001)       250,000 shares      $54.3125(2)    $13,578,125.00(2)    $3,584.6250

</TABLE>


(1)      This Registration Statement shall also cover any additional shares
         of Common Stock which become issuable under the 1999 Equity
         Incentive Plan, the Employee Stock Purchase Plan and the 1999
         Non-Employee Director Option Plan by reason of any stock dividend,
         stock split, recapitalization or other similar transaction effected
         without the receipt of consideration which results in an increase in
         the number of the outstanding shares of Common Stock of Net
         Perceptions, Inc.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low prices per share of Common Stock of Net Perceptions,
         Inc. on February 11, 2000.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Net Perceptions, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC")

         (a)      The Registrant's prospectus filed with the SEC pursuant to
                  Rule 424(b) of the Securities Act of 1933, as amended (the
                  "1933 Act"), in connection with the Registration Statement No.
                  333-71919 on Form S-1 filed with the SEC on February 5, 1999,
                  together with any and all amendments thereto, in which there
                  is set forth audited financial statements for the Registrant's
                  fiscal year beginning July 3, 1996 through December 31, 1996
                  and the fiscal years ended December 31, 1997 and 1998;

         (b)      The Registrant's Quarterly Report on Form 10-Q filed with the
                  SEC for the fiscal quarter ended September 30, 1999;

         (c)      The Registrant's Quarterly Report on Form 10-Q filed with the
                  SEC for the fiscal quarter ended June 30, 1999;

         (d)      The Registrant's Quarterly Report on Form 10-Q filed with the
                  SEC for the fiscal quarter ended March 31, 1999; and

         (e)      Registration Statement No. 000-25781 on Form 8-A filed with
                  the SEC on April 15, 1999, together with all amendments
                  thereto, pursuant to Section 12 of the Securities Exchange Act
                  of 1934, as amended (the "34 Act") in which there is described
                  the terms, rights and provisions applicable to the
                  Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's board of directors to grant indemnification 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 1933 Act. Article VII,
Section 6, of the Registrant's Bylaws provides for mandatory indemnification of
its directors and officers and permissible indemnification of employees and
other agents to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant's Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for breach
of their fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate


                                      II-1

<PAGE>

the fiduciary duty of the directors, and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into Indemnification Agreements with its officers and
directors. The Indemnification Agreements provide the Registrant's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

Exhibit Number        Exhibit
--------------        -------

      4               Instrument Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 000-25781
                      on Form 8-A, together with all amendments thereto, which
                      is incorporated herein by reference pursuant to Item 3(d)
                      of this Registration Statement.

      5               Opinion and consent of Gunderson Dettmer Stough Villeneuve
                      Franklin & Hachigian, LLP.

     23.1             Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.

     23.2             Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                      Hachigian, LLP  is contained in Exhibit 5.

     24               Power of Attorney. Reference is made to page II-5 of this
                      Registration Statement.

ITEM 9.  UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if 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 SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
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 (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 Registrant's 1999 Equity Incentive Plan and the Employee
Stock Purchase Plan and the 1999 Non-Employee Director Option Plan.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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.


                                      II-2

<PAGE>

         C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3

<PAGE>


                                   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 Minneapolis, State of
Minnesota on this 14th day of February, 2000.

                                 NET PERCEPTIONS, INC.

                                 By:  /s/ Steven J. Snyder
                                     -------------------------------------
                                     Steven J. Snyder
                                     President and Chief Executive Officer



                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Net
Perceptions, Inc., a Delaware corporation, do hereby constitute and appoint
Steven J. Snyder and Thomas M. Donnelly, and either of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or either one of them, shall do
or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

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

<TABLE>
<CAPTION>

Signature                         Title                                     Date
---------                         -----                                     ----
<S>                      <C>                                                <C>
/s/ Steven J. Snyder
----------------------   President, Chief Executive Officer and Director    February 14, 2000
 Steven J. Snyder        (Principal Executive Officer)

/s/ Thomas M. Donnelly
----------------------   Chief Financial Officer (Principal Financial and   February 14, 2000
Thomas M. Donnelly       Accounting Officer) and Secretary

<PAGE>

Signature                      Title                                     Date
---------                      -----                                     ----



/s/ John T. Riedl
------------------------
  John T. Riedl               Director                                   February 14, 2000

/s/ Ann L. Winblad
------------------------
 Ann L. Winblad               Director                                   February 14, 2000

/s/ Douglas J. Burgum
------------------------
Douglas J. Burgum             Director                                   February 14, 2000

/s/ Will Lansing
------------------------
  Will Lansing                Director                                   February 14, 2000

</TABLE>

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number        Exhibit
--------------        -------

      4               Instrument Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 000-25781
                      on Form 8-A, together with all amendments thereto, which
                      is incorporated herein by reference pursuant to Item 3(d)
                      of this Registration Statement.

      5               Opinion and consent of Gunderson Dettmer Stough Villeneuve
                      Franklin & Hachigian, LLP.

     23.1             Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.

     23.2             Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                      Hachigian, LLP  is contained in Exhibit 5.

     24               Power of Attorney. Reference is made to page II-5 of this
                      Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18779}]
{"company-data": {"conformed-name": "NET PERCEPTIONS INC", "cik": "0001078203", "assigned-sic": "7372", "irs-number": "411844584", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30464", "film-number": "546308"}, "business-address": {"street1": "7901 FLYING CLOUD DR", "city": "MINNEAPOLIS", "state": "MN", "zip": "55344", "phone": "6129031270"}, "mail-address": {"street1": "7901 FLYING CLOUD DR", "city": "MINNEAPOLIS", "state": "MN", "zip": "55344"}}
As filed with the Securities and Exchange Commission on February 15, 2000
                                                          Registration No. 333-

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

           DELAWARE                         7372                 41-1844584
(State or other jurisdiction  (Primary Standard Industrial     (IRS Employer
    of incorporation or)      Classification Code Number)    Identification No.)
        organization

                             7901 FLYING CLOUD DRIVE
                          MINNEAPOLIS, MINNESOTA 55344
                                 (612) 903-9424
               (Address of principal executive offices) (Zip Code)

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

                NET PERCEPTIONS, INC. 1999 EQUITY INCENTIVE PLAN
               NET PERCEPTIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
          NET PERCEPTIONS, INC. 1999 NON-EMPLOYEE DIRECTOR OPTION PLAN
                            (Full title of the Plans)

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

                                STEVEN J. SNYDER
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                              NET PERCEPTIONS, INC.
                             7901 FLYING CLOUD DRIVE
                          MINNEAPOLIS, MINNESOTA 55344

                     (Name and address of agent for service)
                                 (612) 903-9424
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
Title of                                       Proposed Maximum    Proposed Maximum
           Securities                       Amount             Offering            Aggregate         Amount of
              to be                         to be                Price             Offering        Registration
           Registered                    Registered (1)        per Share           Price (2)            Fee
           ----------                    ----------            ---------           -----                ---
1999 Equity Incentive Plan
---------------------------------
     Options                              1,501,285               N/A               N/A                 N/A
     Common Stock (par value $.001)    1,501,285 shares       $54.3125(2)     $81,538,541.56(2)    $21,526.1750

Employee Stock Purchase Plan
---------------------------------
     Rights to Purchase                    940,514                N/A               N/A                 N/A
     Common Stock (par value $.001)     940,514 shares        $54.3125(2)     $51,081,666.63(2)    $13,485.5600

1999 Non-Employee Director Option
Plan
----------------------------------
     Options                               250,000                N/A               N/A                 N/A
     Common Stock (par value $0.001)       250,000 shares      $54.3125(2)    $13,578,125.00(2)    $3,584.6250
(1)      This Registration Statement shall also cover any additional shares
         of Common Stock which become issuable under the 1999 Equity
         Incentive Plan, the Employee Stock Purchase Plan and the 1999
         Non-Employee Director Option Plan by reason of any stock dividend,
         stock split, recapitalization or other similar transaction effected
         without the receipt of consideration which results in an increase in
         the number of the outstanding shares of Common Stock of Net
         Perceptions, Inc.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low prices per share of Common Stock of Net Perceptions,
         Inc. on February 11, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Net Perceptions, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC")

         (a)      The Registrant's prospectus filed with the SEC pursuant to
                  Rule 424(b) of the Securities Act of 1933, as amended (the
                  "1933 Act"), in connection with the Registration Statement No.
                  333-71919 on Form S-1 filed with the SEC on February 5, 1999,
                  together with any and all amendments thereto, in which there
                  is set forth audited financial statements for the Registrant's
                  fiscal year beginning July 3, 1996 through December 31, 1996
                  and the fiscal years ended December 31, 1997 and 1998;

         (b)      The Registrant's Quarterly Report on Form 10-Q filed with the
                  SEC for the fiscal quarter ended September 30, 1999;

         (c)      The Registrant's Quarterly Report on Form 10-Q filed with the
                  SEC for the fiscal quarter ended June 30, 1999;

         (d)      The Registrant's Quarterly Report on Form 10-Q filed with the
                  SEC for the fiscal quarter ended March 31, 1999; and

         (e)      Registration Statement No. 000-25781 on Form 8-A filed with
                  the SEC on April 15, 1999, together with all amendments
                  thereto, pursuant to Section 12 of the Securities Exchange Act
                  of 1934, as amended (the "34 Act") in which there is described
                  the terms, rights and provisions applicable to the
                  Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's board of directors to grant indemnification 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 1933 Act. Article VII,
Section 6, of the Registrant's Bylaws provides for mandatory indemnification of
its directors and officers and permissible indemnification of employees and
other agents to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant's Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for breach
of their fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate

                                      II-1
the fiduciary duty of the directors, and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into Indemnification Agreements with its officers and
directors. The Indemnification Agreements provide the Registrant's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

Exhibit Number        Exhibit
--------------        -------

      4               Instrument Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 000-25781
                      on Form 8-A, together with all amendments thereto, which
                      is incorporated herein by reference pursuant to Item 3(d)
                      of this Registration Statement.

      5               Opinion and consent of Gunderson Dettmer Stough Villeneuve
                      Franklin & Hachigian, LLP.

     23.1             Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.

     23.2             Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                      Hachigian, LLP  is contained in Exhibit 5.

     24               Power of Attorney. Reference is made to page II-5 of this
                      Registration Statement.

ITEM 9.  UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if 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 SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
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 (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 Registrant's 1999 Equity Incentive Plan and the Employee
Stock Purchase Plan and the 1999 Non-Employee Director Option Plan.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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.

                                      II-2
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
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 Minneapolis, State of
Minnesota on this 14th day of February, 2000.

                                 NET PERCEPTIONS, INC.

                                 By:  /s/ Steven J. Snyder
                                     -------------------------------------
                                     Steven J. Snyder
                                     President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Net
Perceptions, Inc., a Delaware corporation, do hereby constitute and appoint
Steven J. Snyder and Thomas M. Donnelly, and either of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or either one of them, shall do
or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                         Title                                     Date
---------                         -----                                     ----
/s/ Steven J. Snyder
----------------------   President, Chief Executive Officer and Director    February 14, 2000
 Steven J. Snyder        (Principal Executive Officer)

/s/ Thomas M. Donnelly
----------------------   Chief Financial Officer (Principal Financial and   February 14, 2000
Thomas M. Donnelly       Accounting Officer) and Secretary
Signature                      Title                                     Date
---------                      -----                                     ----

/s/ John T. Riedl
------------------------
  John T. Riedl               Director                                   February 14, 2000

/s/ Ann L. Winblad
------------------------
 Ann L. Winblad               Director                                   February 14, 2000

/s/ Douglas J. Burgum
------------------------
Douglas J. Burgum             Director                                   February 14, 2000

/s/ Will Lansing
------------------------
  Will Lansing                Director                                   February 14, 2000
EXHIBIT INDEX

Exhibit Number        Exhibit
--------------        -------

      4               Instrument Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 000-25781
                      on Form 8-A, together with all amendments thereto, which
                      is incorporated herein by reference pursuant to Item 3(d)
                      of this Registration Statement.

      5               Opinion and consent of Gunderson Dettmer Stough Villeneuve
                      Franklin & Hachigian, LLP.

     23.1             Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.

     23.2             Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                      Hachigian, LLP  is contained in Exhibit 5.

     24               Power of Attorney. Reference is made to page II-5 of this
                      Registration Statement.