SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            SWITCHBOARD INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-3321134
                      (I.R.S. Employer Identification No.)

          120 Flanders Road, Westboro, Massachusetts          01581
           (Address of Principal Executive Offices)         (Zip Code)


                   2000 ENVENUE NONSTATUTORY STOCK OPTION PLAN
                            (Full Title of the Plan)

                                ROBERT P. ORLANDO
                   Vice President and Chief Financial Officer
                            SWITCHBOARD INCORPORATED
                                120 Flanders Road
                          Westboro, Massachusetts 01581
                     (Name and Address of Agent for Service)

                                 (508) 898-8000
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

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

Common Stock,    446,000 shares        $2.70(2)         $1,204,200(2)         $301.05
$0.01 par value
per share
</TABLE>


(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
         this Registration Statement also covers additional securities that may
         be offered or issued to prevent dilution resulting from stock splits,
         stock dividends or similar transactions.
(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rules 457(c) and 457(h) of the Securities
         Act of 1933, as amended. and based upon the average of the high and low
         sale prices of the Registrant's Common Stock as reported on the Nasdaq
         National Market on November 26, 2001.


                                       1
<PAGE>



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

ITEM 1.  PLAN INFORMATION

         The information required by Item 1 is included in documents sent or
given to participants in the 2000 Envenue Nonstatutory Stock Option Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information.

         The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)      The registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Exchange Act or the latest
                  prospectus filed pursuant to Rule 424(b) under the Securities
                  Act that contains audited financial statements for the
                  registrant's latest fiscal year for which such statements have
                  been filed.

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the document referred to in (a) above.

         (c)      The description of the securities contained in the
                  registrant's registration statement on Form 8-A filed under
                  the Exchange Act, including any amendment or report filed for
                  the purpose of updating such description.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent 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.


                                       2
<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article SEVENTH of the Registrant's amended and restated certificate of
incorporation provides that no director of the Registrant shall be personally
liable for any monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation Law prohibits the
elimination or limitation of liability of directors for breach of fiduciary
duty.

         Article EIGHTH of the Registrant's amended and restated certificate of
incorporation provides that a director or officer of the Registrant:

         (a) shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection with any litigation or other legal proceeding (other than
an action by or in the right of the Registrant) brought against him by virtue of
his position as a director or officer of the Registrant if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; and

         (b) shall be indemnified by the Registrant against all expenses
(including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought against
him by virtue of his position as a director or officer of the Registrant if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless a court determines that, despite
such adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses.

         Notwithstanding the foregoing, to the extent that a director or officer
has been successful, on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, he is required to be indemnified
by the Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
request, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.


                                       3
<PAGE>
         Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

         Article EIGHTH of the Registrant's amended and restated certificate of
incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits filed as part of this Registration Statement are listed on
the Exhibit Index immediately preceding such exhibits, which Exhibit Index is
incorporated herein by reference. Documents listed on such Exhibit Index, except
for documents identified by footnotes, are being filed as exhibits herewith.
Unless otherwise noted, documents identified by footnotes are not being filed
herewith and, pursuant to Rule 411(c) under the Securities Act, reference is
made to such documents as previously filed with the Commission. The Registrant's
file number under the Exchange Act is 000-28871.


                                       4
<PAGE>

ITEM 9.  UNDERTAKINGS.

         1.       The 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 Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                  provided, however, that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the registrant
                  pursuant to Section 13 or 15(d) of the Exchange Act that are
                  incorporated by reference in the registration statement.

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

                  (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 offering.

         2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                       5
<PAGE>


                                                              SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westboro, Massachusetts, on this 28th day of November, 2001.

                              SWITCHBOARD INCORPORATED

                              By:/s/ Dean Polnerow
                                 -----------------
                                 Dean Polnerow
                                 President



                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Switchboard Incorporated
hereby severally constitute and appoint Douglas J. Greenlaw, Dean Polnerow and
Robert P. Orlando, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Switchboard Incorporated to comply with all
requirements of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.


                                       6
<PAGE>


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

       Signature                   Title                      Date

/s/ Douglas J. Greenlaw     Chief Executive Officer           November 28, 2001
    -------------------     and Director (Principal
    Douglas J. Greenlaw     Executive Officer)


/s/ Dean Polnerow           President and Director            November 28, 2001
    -------------
    Dean Polnerow

/s/ Robert P. Orlando       Chief Financial Officer           November 28, 2001
    -----------------       (Principal Financial Officer and
    Robert P. Orlando       Principal Accounting Officer)


/s/ William P. Ferry        Chairman of the Board             November 28, 2001
    ----------------        of Directors
    William P. Ferry

/s/ Richard M. Spaulding    Director                          November 28, 2001
    --------------------
    Richard M. Spaulding

/s/ David N. Strohm         Director                          November 28, 2001
    ---------------
    David N. Strohm

                            Director                          November 28, 2001
    -------------------
    Robert M. Wadsworth


                                       7
<PAGE>
                                  EXHIBIT INDEX

Exhibit
 Number     Description
--------    --------------------------------------------------------------------
4.1(1)      Amended and Restated Certificate of Incorporation of the Registrant.
4.2(1)      Amended and Restated By-Laws of the Registrant.
5.1         Opinion of Hale and Dorr LLP.
23.1 (2)    Consent of Hale and Dorr LLP.
23.2        Consent of PricewaterhouseCoopers LLP.
24.1 (3)    Power of Attorney.


(1) Previously filed with the Securities and Exchange Commission
    as an Exhibit to the Registrant's Registration Statement on
    Form S-1, as amended (File No. 333-90013) and incorporated
    herein by reference.

(2) Included in Exhibit 5.1 to this Registration Statement.

(3) Included on the signature page to this Registration Statement.



                                       8
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{"company-data": {"conformed-name": "SWITCHBOARD INC", "cik": "0001085223", "assigned-sic": "7389", "irs-number": "043321134", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74082", "film-number": "1800997"}, "business-address": {"street1": "115 FLANDERS RD", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "5088981122"}, "mail-address": {"street1": "115 FLANDERS ROAD", "city": "WESTBOROUGH", "state": "MA", "zip": "01581"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            SWITCHBOARD INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-3321134
                      (I.R.S. Employer Identification No.)

          120 Flanders Road, Westboro, Massachusetts          01581
           (Address of Principal Executive Offices)         (Zip Code)

                   2000 ENVENUE NONSTATUTORY STOCK OPTION PLAN
                            (Full Title of the Plan)

                                ROBERT P. ORLANDO
                   Vice President and Chief Financial Officer
                            SWITCHBOARD INCORPORATED
                                120 Flanders Road
                          Westboro, Massachusetts 01581
                     (Name and Address of Agent for Service)

                                 (508) 898-8000
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of
 Securities         Amount        Proposed Maximum    Proposed Maximum
   to be            to be          Offering Price    Aggregate Offering      Amount of
 Registered       Registered (1)     Per Share             Price         Registration Fee
---------------  ---------------  ----------------   ------------------  ----------------
Common Stock,    446,000 shares        $2.70(2)         $1,204,200(2)         $301.05
$0.01 par value
per share
(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
         this Registration Statement also covers additional securities that may
         be offered or issued to prevent dilution resulting from stock splits,
         stock dividends or similar transactions.
(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rules 457(c) and 457(h) of the Securities
         Act of 1933, as amended. and based upon the average of the high and low
         sale prices of the Registrant's Common Stock as reported on the Nasdaq
         National Market on November 26, 2001.

                                       1
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         The information required by Item 1 is included in documents sent or
given to participants in the 2000 Envenue Nonstatutory Stock Option Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information.

         The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)      The registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Exchange Act or the latest
                  prospectus filed pursuant to Rule 424(b) under the Securities
                  Act that contains audited financial statements for the
                  registrant's latest fiscal year for which such statements have
                  been filed.

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the document referred to in (a) above.

         (c)      The description of the securities contained in the
                  registrant's registration statement on Form 8-A filed under
                  the Exchange Act, including any amendment or report filed for
                  the purpose of updating such description.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent 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.

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article SEVENTH of the Registrant's amended and restated certificate of
incorporation provides that no director of the Registrant shall be personally
liable for any monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation Law prohibits the
elimination or limitation of liability of directors for breach of fiduciary
duty.

         Article EIGHTH of the Registrant's amended and restated certificate of
incorporation provides that a director or officer of the Registrant:

         (a) shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection with any litigation or other legal proceeding (other than
an action by or in the right of the Registrant) brought against him by virtue of
his position as a director or officer of the Registrant if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; and

         (b) shall be indemnified by the Registrant against all expenses
(including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought against
him by virtue of his position as a director or officer of the Registrant if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless a court determines that, despite
such adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses.

         Notwithstanding the foregoing, to the extent that a director or officer
has been successful, on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, he is required to be indemnified
by the Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
request, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

                                       3
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

         Article EIGHTH of the Registrant's amended and restated certificate of
incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits filed as part of this Registration Statement are listed on
the Exhibit Index immediately preceding such exhibits, which Exhibit Index is
incorporated herein by reference. Documents listed on such Exhibit Index, except
for documents identified by footnotes, are being filed as exhibits herewith.
Unless otherwise noted, documents identified by footnotes are not being filed
herewith and, pursuant to Rule 411(c) under the Securities Act, reference is
made to such documents as previously filed with the Commission. The Registrant's
file number under the Exchange Act is 000-28871.

                                       4
ITEM 9.  UNDERTAKINGS.

         1.       The 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 Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                  provided, however, that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the registrant
                  pursuant to Section 13 or 15(d) of the Exchange Act that are
                  incorporated by reference in the registration statement.

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

                  (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 offering.

         2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westboro, Massachusetts, on this 28th day of November, 2001.

                              SWITCHBOARD INCORPORATED

                              By:/s/ Dean Polnerow
                                 -----------------
                                 Dean Polnerow
                                 President

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Switchboard Incorporated
hereby severally constitute and appoint Douglas J. Greenlaw, Dean Polnerow and
Robert P. Orlando, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Switchboard Incorporated to comply with all
requirements of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

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

       Signature                   Title                      Date

/s/ Douglas J. Greenlaw     Chief Executive Officer           November 28, 2001
    -------------------     and Director (Principal
    Douglas J. Greenlaw     Executive Officer)

/s/ Dean Polnerow           President and Director            November 28, 2001
    -------------
    Dean Polnerow

/s/ Robert P. Orlando       Chief Financial Officer           November 28, 2001
    -----------------       (Principal Financial Officer and
    Robert P. Orlando       Principal Accounting Officer)

/s/ William P. Ferry        Chairman of the Board             November 28, 2001
    ----------------        of Directors
    William P. Ferry

/s/ Richard M. Spaulding    Director                          November 28, 2001
    --------------------
    Richard M. Spaulding

/s/ David N. Strohm         Director                          November 28, 2001
    ---------------
    David N. Strohm

                            Director                          November 28, 2001
    -------------------
    Robert M. Wadsworth

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EXHIBIT INDEX

Exhibit
 Number     Description
--------    --------------------------------------------------------------------
4.1(1)      Amended and Restated Certificate of Incorporation of the Registrant.
4.2(1)      Amended and Restated By-Laws of the Registrant.
5.1         Opinion of Hale and Dorr LLP.
23.1 (2)    Consent of Hale and Dorr LLP.
23.2        Consent of PricewaterhouseCoopers LLP.
24.1 (3)    Power of Attorney.

(1) Previously filed with the Securities and Exchange Commission
    as an Exhibit to the Registrant's Registration Statement on
    Form S-1, as amended (File No. 333-90013) and incorporated
    herein by reference.

(2) Included in Exhibit 5.1 to this Registration Statement.

(3) Included on the signature page to this Registration Statement.

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