<PAGE>

           As filed with the Securities and Exchange Commission on July 10, 2000
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

            DELAWARE                                      77-0104275
  (State or other jurisdiction                          (IRS Employer
of incorporation or organization)                     Identification No.)

                              1299 PARKMOOR AVENUE
                           SAN JOSE, CALIFORNIA 95126
               (Address of principal executive offices) (Zip Code)

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

                                ACTIONPOINT, INC.
                       1993 STOCK OPTION/STOCK ISSUANCE PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the Plans)

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

                                  KIMRA HAWLEY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                ACTIONPOINT, INC.
                              1299 PARKMOOR AVENUE
                           SAN JOSE, CALIFORNIA 95126
                     (Name and address of agent for service)
                                 (408) 325-3800
          (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(2)           Price(2)                Fee
           ----------                     ----------              ---------              -----                   ---
<S>                                     <C>                    <C>                   <C>                   <C>
1993 STOCK OPTION/STOCK ISSUANCE PLAN
     Common Stock (par value $.01)             450,000            $ 7.0156             $3,157,020            $ 833.46

1998 EMPLOYEE STOCK PURCHASE PLAN
     Common Stock (par value $.01)              150,000            $ 7.0156             $1,052,340            $ 277.82
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1993 Stock Option/Stock
     Issuance Plan and the 1998 Employee Stock Purchase 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 Actionpoint, 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 price per share of Common Stock of Actionpoint, Inc. as reported on
     the NASDAQ National Market on July 3, 2000.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          Actionpoint, 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 Quarterly Report on Form 10-Q for the fiscal
               quarter ended March 31, 2000, as filed with the SEC on May 15,
               2000;

          (b)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999, as filed with the SEC on March 15, 2000;
               and

          (c)  The Registrant's Registration Statement No. 0-22292 on Form 8-A
               filed with the SEC on August 23, 1993, pursuant to Section 12 of
               the Securities Exchange Act of 1934, as amended (the "1934 Act"),
               in which there is described the terms, rights and provisions
               applicable to the Registrant's outstanding Common Stock.

          (d)  Amendment Number 1 on Form 8-A to the Registrant's Registration
               Statement No. 0-22292 on Form 8-A filed with the SEC on September
               7, 1993, in which there is described the terms, rights and
               provisions applicable to the Registrant's 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 Securities Act of 1933,
as amended (the "Act"). The Registrant's Bylaws provide 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 the directors' fiduciary duty as a director to the Company
and its stockholders. This provision in the Certificate of Incorporation does
not eliminate the directors' fiduciary duty, 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
Company 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

                                      II-2
<PAGE>

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 which provide The
Registrant's officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.



                                      II-3
<PAGE>

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                <C>
    4               Instruments Defining Rights of Stockholders. Reference is
                    made to Registrant's Registration Statement No. 0-22922 on
                    Form 8-A, which is incorporated herein by reference pursuant
                    to Item 3(c) of this Registration Statement.

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

    23.1            Consent of Independent Accountants - PricewaterhouseCoopers LLP.

    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.
</TABLE>


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 by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into 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
1993 Stock Option/Stock Issuance Plan and the 1998 Employee Stock Purchase 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 into 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.

                    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-4
<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 San Jose, State of California on this
7th day of July, 2000.

                                        ACTIONPOINT, INC.

                                        By: /s/ Kimra Hawley
                                           --------------------------------
                                           Kimra Hawley
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Actionpoint,
Inc., a Delaware corporation, do hereby constitute and appoint Kimra Hawley and
John Finegan, 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 either of the undersigned hereby ratifies and confirms
that all 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/ Kimra Hawley                                President, Chief Executive Officer and             July 7, 2000
----------------------------------------------  Director
Kimra Hawley                                    (Principal Executive Officer)

/s/ John Finegan                                Vice President of Finance                          July 7, 2000
----------------------------------------------  and Chief Financial Officer
John Finegan                                    (Principal Financial and Accounting Officer)


                                      II-5
<PAGE>

                                                Director                                           July  , 2000
----------------------------------------------
Thomas van Overbeek

/s/ Bruce Silver                                Director                                           July 7, 2000
----------------------------------------------
Bruce Silver

/s/ Johannes Schmidt                            Director                                           July 7, 2000
----------------------------------------------
Johannes Schmidt

                                                Director                                           July  , 2000
----------------------------------------------
James T. Crawford

                                                Director                                           July  , 2000
----------------------------------------------
Daniel Tompkins
</TABLE>


                                      II-6
<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                                ACTIONPOINT, INC.


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                <C>
    4               Instruments Defining Rights of Stockholders. Reference is
                    made to Registrant's Registration Statement No. 0-22922 on
                    Form 8-A, which is incorporated herein by reference pursuant
                    to Item 3(c) of this Registration Statement.

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

    23.1            Consent of Independent Accountants - PricewaterhouseCoopers LLP.

    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.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18340}]
{"company-data": {"conformed-name": "INPUT SOFTWARE INC", "cik": "0000909276", "assigned-sic": "3577", "irs-number": "770104275", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41088", "film-number": "670529"}, "business-address": {"street1": "1299 PARKMOOR AVE", "city": "SAN JOSE", "state": "CA", "zip": "95126", "phone": "4083253800"}, "mail-address": {"street1": "1299 PARKMOOR AVE", "city": "SAN JOSE", "state": "CA", "zip": "95126"}, "former-company": {"former-conformed-name": "CORNERSTONE IMAGING INC", "date-changed": "19930719"}}
As filed with the Securities and Exchange Commission on July 10, 2000
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

            DELAWARE                                      77-0104275
  (State or other jurisdiction                          (IRS Employer
of incorporation or organization)                     Identification No.)

                              1299 PARKMOOR AVENUE
                           SAN JOSE, CALIFORNIA 95126
               (Address of principal executive offices) (Zip Code)

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

                                ACTIONPOINT, INC.
                       1993 STOCK OPTION/STOCK ISSUANCE PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the Plans)

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

                                  KIMRA HAWLEY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                ACTIONPOINT, INC.
                              1299 PARKMOOR AVENUE
                           SAN JOSE, CALIFORNIA 95126
                     (Name and address of agent for service)
                                 (408) 325-3800
          (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(2)           Price(2)                Fee
           ----------                     ----------              ---------              -----                   ---
1993 STOCK OPTION/STOCK ISSUANCE PLAN
     Common Stock (par value $.01)             450,000            $ 7.0156             $3,157,020            $ 833.46

1998 EMPLOYEE STOCK PURCHASE PLAN
     Common Stock (par value $.01)              150,000            $ 7.0156             $1,052,340            $ 277.82
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1993 Stock Option/Stock
     Issuance Plan and the 1998 Employee Stock Purchase 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 Actionpoint, 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 price per share of Common Stock of Actionpoint, Inc. as reported on
     the NASDAQ National Market on July 3, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          Actionpoint, 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 Quarterly Report on Form 10-Q for the fiscal
               quarter ended March 31, 2000, as filed with the SEC on May 15,
               2000;

          (b)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999, as filed with the SEC on March 15, 2000;
               and

          (c)  The Registrant's Registration Statement No. 0-22292 on Form 8-A
               filed with the SEC on August 23, 1993, pursuant to Section 12 of
               the Securities Exchange Act of 1934, as amended (the "1934 Act"),
               in which there is described the terms, rights and provisions
               applicable to the Registrant's outstanding Common Stock.

          (d)  Amendment Number 1 on Form 8-A to the Registrant's Registration
               Statement No. 0-22292 on Form 8-A filed with the SEC on September
               7, 1993, in which there is described the terms, rights and
               provisions applicable to the Registrant's 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 Securities Act of 1933,
as amended (the "Act"). The Registrant's Bylaws provide 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 the directors' fiduciary duty as a director to the Company
and its stockholders. This provision in the Certificate of Incorporation does
not eliminate the directors' fiduciary duty, 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
Company 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

                                      II-2
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 which provide The
Registrant's officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.

                                      II-3
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS
Exhibit Number      Exhibit
--------------      -------
4               Instruments Defining Rights of Stockholders. Reference is
                    made to Registrant's Registration Statement No. 0-22922 on
                    Form 8-A, which is incorporated herein by reference pursuant
                    to Item 3(c) of this Registration Statement.

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

    23.1            Consent of Independent Accountants - PricewaterhouseCoopers LLP.

    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 by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into 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
1993 Stock Option/Stock Issuance Plan and the 1998 Employee Stock Purchase 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 into 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.

                    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-4
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 San Jose, State of California on this
7th day of July, 2000.

                                        ACTIONPOINT, INC.

                                        By: /s/ Kimra Hawley
                                           --------------------------------
                                           Kimra Hawley
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Actionpoint,
Inc., a Delaware corporation, do hereby constitute and appoint Kimra Hawley and
John Finegan, 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 either of the undersigned hereby ratifies and confirms
that all 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/ Kimra Hawley                                President, Chief Executive Officer and             July 7, 2000
----------------------------------------------  Director
Kimra Hawley                                    (Principal Executive Officer)

/s/ John Finegan                                Vice President of Finance                          July 7, 2000
----------------------------------------------  and Chief Financial Officer
John Finegan                                    (Principal Financial and Accounting Officer)

                                      II-5
Director                                           July  , 2000
----------------------------------------------
Thomas van Overbeek

/s/ Bruce Silver                                Director                                           July 7, 2000
----------------------------------------------
Bruce Silver

/s/ Johannes Schmidt                            Director                                           July 7, 2000
----------------------------------------------
Johannes Schmidt

                                                Director                                           July  , 2000
----------------------------------------------
James T. Crawford

                                                Director                                           July  , 2000
----------------------------------------------
Daniel Tompkins
II-6
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                ACTIONPOINT, INC.
EXHIBIT INDEX
Exhibit Number      Exhibit
--------------      -------
4               Instruments Defining Rights of Stockholders. Reference is
                    made to Registrant's Registration Statement No. 0-22922 on
                    Form 8-A, which is incorporated herein by reference pursuant
                    to Item 3(c) of this Registration Statement.

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

    23.1            Consent of Independent Accountants - PricewaterhouseCoopers LLP.

    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.