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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               DIGITALTHINK, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                  7372                   94-3244366
      (State or other       (Primary Standard             (I.R.S. Employer
      jurisdiction of       Industrial Classification     Identification Number)
      incorporation or      Code Number)
      organization)
                               601 Brannan Street
                             San Francisco, CA 94107
                                 (415) 625-4000


(Address,  including zip code,  and telephone  number,  including  area code, of
Registrant's principal executive offices)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                 Michael W. Pope
                             Chief Executive Officer
                               DigitalThink, Inc.
                               601 Brannan Street
                             San Francisco, CA 94107
                                 (415) 625-4000


(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

                                   Copies to:
                                  JODIE BOURDET
                               Cooley Godward LLP
                                Attorneys At Law
                         One Maritime Plaza, 20th Floor
                          San Francisco, CA 94111-3580

APPROXIMATE  DATE OF  COMMENCEMENT  OF PROPOSED  SALE TO THE PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]



<PAGE>


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

=============   =================   ==========   =============   ===============
                                      Proposed        Proposed
Title of Each                          Maximum         Maximum
Class of                   Amount     Offering       Aggregate         Amount of
Securities to               to be        Price        Offering      Registration
be Registered      Registered (1)    Per Share           Price               Fee
-------------   -----------------   ----------   -------------   ---------------
-------------   -----------------   ----------   -------------   ---------------
<S>             <C>                 <C>          <C>             <C>

1999 Employee
Stock
Purchase Plan
Common Stock,
$0.001 par
value                 700,000 (2)    $2.53 (3)      $1,770,125           $143.20
-------------   -----------------   ----------   -------------   ---------------
-------------   -----------------   ----------   -------------   ---------------
Total Registration Fees:                                                 $143.20
=============   =================   ==========   =============   ===============
</TABLE>


(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     registration statement ("Registration Statement") includes an indeterminate
     number of  additional  shares  which may be  offered  and issued to prevent
     dilution  from stock splits,  stock  dividends or similar  transactions  as
     provided in the referenced Plan.

(2)  The 700,000 shares being  registered under the 1999 Employee Stock Purchase
     Plan represent the increase approved at our most recent annual stockholders
     meeting, held on July 30, 2003.

(3)  Estimated in accordance  with Rule 457(h) under the  Securities Act of 1933
     solely for the purpose of calculating the registration fee. The computation
     is based  upon the  average  of the high and low sale  prices of the Common
     Stock as  reported  on the  Nasdaq  National  Market  on August  19,  2003,
     multiplied by 85%,  which is the  percentage of the trading  purchase price
     applicable to purchases of Common Stock under the referenced Plan.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to General  Instruction E to Form S-8 under the Securities Act of 1933,
as amended, this Registration  Statement is filed to register 700,000 additional
shares of our Common  Stock,  reserved for issuance  under the terms of the 1999
Employee  Stock  Purchase  Plan.  The  contents  of  the  previous  Registration
Statements  on Form  S-8  (File  No.  333-43284,  File No.  333-56770,  File No.
333-68384,  File No.  333-86732 and File No.  333-104650) that we filed with the
Securities  and Exchange  Commission  ("the  Commission")  are  incorporated  by
reference into this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents filed with the Commission are incorporated by reference:

(a)  Our Annual  Report on Form 10-K for the fiscal year ended  March 31,  2003,
     filed  pursuant to Section 13(a) of the  Securities Act of 1934, as amended
     ("the Securities Act"), on June 10, 2003.

(b)  Our Quarterly  Report on Form 10-Q for the quarterly  period ended June 30,
     2003,  filed  pursuant to Section 13(a) of the Securities Act on August 12,
     2003.

(c)  The description of our Common Stock contained in our Registration Statement
     on Form 8-A filed with the Commission on December 28, 1999.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange  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
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

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

Item 8.   Exhibits.

Exhibit
Number        Document
-------       -------------------------------------------------------
5.1           Opinion of Cooley Godward LLP
23.1          Independent Auditors' Consent
23.2          Consent of Cooley Godward LLP (included in Exhibit 5.1)
24.1          Power of Attorney (see signature page)



<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 Francisco, State of California on August 25, 2003.

                                        DIGITALTHINK, INC.

                                        By:  /s/ MICHAEL W. POPE
                                        -----------------------------
                                        Michael W. Pope
                                        Chief Executive Officer,
                                        President and Director


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Michael W. Pope and Robert J. Krolik, jointly and
severally, his attorneys-in-fact,  each with the power of substitution,  for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  all  that  each  of said  attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

SIGNATURE                 TITLE                          DATE
------------------------  -----------------------------  -----------------------
/S/ MICHAEL W. POPE       Chief Executive Officer,       August 25, 2003
------------------------  President and Director
Michael W. Pope           (Principal Executive Officer)


/S/ JON C. MADONNA        Chairman of the Board          August 25, 2003
------------------------
Jon C. Madonna


/S/ PETER J. GOETTNER     Director                       August 25, 2003
------------------------
Peter J. Goettner


/S/ ROGER GODDU           Director                       August 25, 2003
------------------------
Roger Goddu


/S/ STEVEN L. ESKENAZI    Director                       August 25, 2003
------------------------
Steven L. Eskenazi


/S/ SAMUEL D. KINGSLAND   Director                       August 25, 2003
------------------------
Samuel D. Kingsland


/S/ WILLIAM H. LANE III   Director                       August 25, 2003
------------------------
William H. Lane III


/S/ RODERICK C. MCGEARY   Director                       August 25, 2003
------------------------
Roderick C. McGeary



<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number     Document
-------    -------------------------------------------------------
5.1        Opinion of Cooley Godward LLP
23.1       Independent Auditors' Consent
23.2       Consent of Cooley Godward LLP (included in Exhibit 5.1)
24.1       Power of Attorney (see signature page)
[{"type": "S-8", "sequence": "1", "filename": "s8_082503.txt", "description": "FORM S-8 FILING DATED 8/25/03", "secsgml_size_bytes": 10571}]
{"company-data": {"conformed-name": "DIGITALTHINK INC", "cik": "0001100514", "assigned-sic": "7389", "irs-number": "943244366", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108203", "film-number": "03865139"}, "business-address": {"street1": "601 BRANNAN STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "4156254000"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               DIGITALTHINK, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                  7372                   94-3244366
      (State or other       (Primary Standard             (I.R.S. Employer
      jurisdiction of       Industrial Classification     Identification Number)
      incorporation or      Code Number)
      organization)
                               601 Brannan Street
                             San Francisco, CA 94107
                                 (415) 625-4000

(Address,  including zip code,  and telephone  number,  including  area code, of
Registrant's principal executive offices)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                 Michael W. Pope
                             Chief Executive Officer
                               DigitalThink, Inc.
                               601 Brannan Street
                             San Francisco, CA 94107
                                 (415) 625-4000

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

                                   Copies to:
                                  JODIE BOURDET
                               Cooley Godward LLP
                                Attorneys At Law
                         One Maritime Plaza, 20th Floor
                          San Francisco, CA 94111-3580

APPROXIMATE  DATE OF  COMMENCEMENT  OF PROPOSED  SALE TO THE PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE

=============   =================   ==========   =============   ===============
                                      Proposed        Proposed
Title of Each                          Maximum         Maximum
Class of                   Amount     Offering       Aggregate         Amount of
Securities to               to be        Price        Offering      Registration
be Registered      Registered (1)    Per Share           Price               Fee
-------------   -----------------   ----------   -------------   ---------------
-------------   -----------------   ----------   -------------   ---------------
1999 Employee
Stock
Purchase Plan
Common Stock,
$0.001 par
value                 700,000 (2)    $2.53 (3)      $1,770,125           $143.20
-------------   -----------------   ----------   -------------   ---------------
-------------   -----------------   ----------   -------------   ---------------
Total Registration Fees:                                                 $143.20
=============   =================   ==========   =============   ===============
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     registration statement ("Registration Statement") includes an indeterminate
     number of  additional  shares  which may be  offered  and issued to prevent
     dilution  from stock splits,  stock  dividends or similar  transactions  as
     provided in the referenced Plan.

(2)  The 700,000 shares being  registered under the 1999 Employee Stock Purchase
     Plan represent the increase approved at our most recent annual stockholders
     meeting, held on July 30, 2003.

(3)  Estimated in accordance  with Rule 457(h) under the  Securities Act of 1933
     solely for the purpose of calculating the registration fee. The computation
     is based  upon the  average  of the high and low sale  prices of the Common
     Stock as  reported  on the  Nasdaq  National  Market  on August  19,  2003,
     multiplied by 85%,  which is the  percentage of the trading  purchase price
     applicable to purchases of Common Stock under the referenced Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to General  Instruction E to Form S-8 under the Securities Act of 1933,
as amended, this Registration  Statement is filed to register 700,000 additional
shares of our Common  Stock,  reserved for issuance  under the terms of the 1999
Employee  Stock  Purchase  Plan.  The  contents  of  the  previous  Registration
Statements  on Form  S-8  (File  No.  333-43284,  File No.  333-56770,  File No.
333-68384,  File No.  333-86732 and File No.  333-104650) that we filed with the
Securities  and Exchange  Commission  ("the  Commission")  are  incorporated  by
reference into this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents filed with the Commission are incorporated by reference:

(a)  Our Annual  Report on Form 10-K for the fiscal year ended  March 31,  2003,
     filed  pursuant to Section 13(a) of the  Securities Act of 1934, as amended
     ("the Securities Act"), on June 10, 2003.

(b)  Our Quarterly  Report on Form 10-Q for the quarterly  period ended June 30,
     2003,  filed  pursuant to Section 13(a) of the Securities Act on August 12,
     2003.

(c)  The description of our Common Stock contained in our Registration Statement
     on Form 8-A filed with the Commission on December 28, 1999.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange  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
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

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

Item 8.   Exhibits.

Exhibit
Number        Document
-------       -------------------------------------------------------
5.1           Opinion of Cooley Godward LLP
23.1          Independent Auditors' Consent
23.2          Consent of Cooley Godward LLP (included in Exhibit 5.1)
24.1          Power of Attorney (see signature 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 Francisco, State of California on August 25, 2003.

                                        DIGITALTHINK, INC.

                                        By:  /s/ MICHAEL W. POPE
                                        -----------------------------
                                        Michael W. Pope
                                        Chief Executive Officer,
                                        President and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Michael W. Pope and Robert J. Krolik, jointly and
severally, his attorneys-in-fact,  each with the power of substitution,  for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  all  that  each  of said  attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

SIGNATURE                 TITLE                          DATE
------------------------  -----------------------------  -----------------------
/S/ MICHAEL W. POPE       Chief Executive Officer,       August 25, 2003
------------------------  President and Director
Michael W. Pope           (Principal Executive Officer)

/S/ JON C. MADONNA        Chairman of the Board          August 25, 2003
------------------------
Jon C. Madonna

/S/ PETER J. GOETTNER     Director                       August 25, 2003
------------------------
Peter J. Goettner

/S/ ROGER GODDU           Director                       August 25, 2003
------------------------
Roger Goddu

/S/ STEVEN L. ESKENAZI    Director                       August 25, 2003
------------------------
Steven L. Eskenazi

/S/ SAMUEL D. KINGSLAND   Director                       August 25, 2003
------------------------
Samuel D. Kingsland

/S/ WILLIAM H. LANE III   Director                       August 25, 2003
------------------------
William H. Lane III

/S/ RODERICK C. MCGEARY   Director                       August 25, 2003
------------------------
Roderick C. McGeary
INDEX TO EXHIBITS

Exhibit
Number     Document
-------    -------------------------------------------------------
5.1        Opinion of Cooley Godward LLP
23.1       Independent Auditors' Consent
23.2       Consent of Cooley Godward LLP (included in Exhibit 5.1)
24.1       Power of Attorney (see signature page)