<PAGE>   1
     As filed with the Securities and Exchange Commission on March 9, 2001.
                                                   Registration No. 333-________
================================================================================
                       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)

<TABLE>
<S>                                               <C>                                     <C>
                DELAWARE                                   7372                                    94-3244366
    (STATE OR OTHER JURISDICTION OF               (PRIMARY STANDARD INDUSTRIAL            (IRS EMPLOYER IDENTIFICATION NUMBER)
     INCORPORATION OR ORGANIZATION)                CLASSIFICATION CODE NUMBER)
</TABLE>

                               DIGITALTHINK, INC.
                              1098 HARRISON STREET
                             SAN FRANCISCO, CA 94103
                                 (415) 625-4000
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               2000 NSO STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                                 PETER GOETTNER
                               DIGITALTHINK, INC.
                              1098 HARRISON STREET
                             SAN FRANCISCO, CA 94103
                                 (415) 625-4000
  (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
                   AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    Copy to:
                               MARK CASILLAS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050

     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>   2

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
                                                                           PROPOSED            PROPOSED
                                                         AMOUNT             MAXIMUM            MAXIMUM           AMOUNT OF
                                                          TO BE            OFFERING           AGGREGATE        REGISTRATION
       TITLE OF SECURITIES TO BE REGISTERED            REGISTERED       PRICE PER SHARE     OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                 <C>             <C>                  <C>
2000 NSO Stock Plan
Common Stock, $0.001 par value
(currently outstanding options)(1)                      1,007,874           $11.00          $11,086,614.00       $2,771.65
------------------------------------------------------------------------------------------------------------------------------
2000 NSO Stock Plan
Common Stock, $0.001 par value
(options available for future grant)(2)                   492,126           $8.3438         $ 4,106,176.31       $1,026.54
------------------------------------------------------------------------------------------------------------------------------
TOTAL 2000 NSO STOCK PLAN SHARES REGISTERED             1,500,000
------------------------------------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEES                                                                                          $3,798.20
==============================================================================================================================
</TABLE>

(1) The computation is based upon the weighted average exercise price per
    share of $11.00 as to 1,007,874 outstanding but unexercised options to
    purchase Common Stock under the 2000 NSO Stock Plan (the "Currently
    Outstanding Options").

(2) The Proposed Maximum Offering Price Per Share has been estimated in
    accordance with Rule 457(h) under the Securities Act of 1933 as to the
    remaining 492,126 shares of Common Stock authorized for issuance pursuant
    to the 2000 NSO Stock Plan, solely for the purpose of calculating the
    registration fee. No options have been granted with respect to such
    shares. The computation is based upon the average of the high and low
    price of the Common Stock as reported on the Nasdaq National Market on
    March 5, 2001 because the price at which the options to be granted in the
    future may be exercised is not currently determinable.


                                       2
<PAGE>   3
                               DIGITALTHINK, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

     The documents containing the information specified in this Item 1 will be
sent or given to employees as specified by Rule 428 (b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The documents containing the information specified in this Item 2 will be
sent or given to employees as specified in Rule 428 (b). In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:


     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 2000.

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
          June 31, 2000, for the quarter ended September 30, 2000, and for the
          quarter ended December 31, 2000.

     (c)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          Exchange Act on December 28, 1999.

     (d)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          Exchange Act on September 29, 2000.

     (e)  All documents filed by the Company pursuant to Sections 13(a), 13(c),
          14 and 15(d) of the Securities and Exchange Act of 1934, as amended
          (the "Exchange Act") on or after the date of this Registration
          Statement and prior to the filing of a post-effective amendment which
          indicates that all securities offered have been sold or which
          deregisters all securities then remaining unsold shall be deemed to be
          incorporated by reference in this Registration Statement and to be
          part hereof from the date of filing of such documents.

                                       3
<PAGE>   4



ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the common stock offered hereby will be passed upon for us
by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California. As of the date of this registration statement, Mario M. Rosati, a
member of Wilson Sonsini Goodrich & Rosati, owns 8,627 shares of DigitalThink's
common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement. (See
Index below).

                                       4
<PAGE>   5

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 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.

     (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.

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

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, DIGITALTHINK, INC., 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 March 9, 2001.

                                      DIGITALTHINK, INC.

                                      By: /s/ Peter J. Goettner
                                          --------------------------
                                          Peter Goettner,
                                          Chairman of the Board and
                                          Chief Executive Officer


                                       5
<PAGE>   6

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter J. Goettner, 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 below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                                         Title                                    Date
               ---------                                         -----                                    -----
<S>                                      <C>                                                         <C>
          /s/ Peter J. Goettner          Chairman of the Board, Chief Executive Officer and          March 9, 2001
---------------------------------------  Director* (Principal Executive Officer)
          (Peter J. Goettner)

          /s/ Jon C. Madonna             President and Director*                                     March 9, 2001
----------------------------------------
            (Jon C. Madonna)

            /s/ Michael W. Pope          Chief Financial Officer (Principal Financial and            March 9, 2001
---------------------------------------- Accounting Officer)
             (Michael W. Pope)

        /s/ E. Follett Carter            Director*                                                   March 9, 2001
----------------------------------------
          (E. Follett Carter)

          /s/ Steven L. Eskenazi         Director*                                                   March 9, 2001
----------------------------------------
          (Steven L. Eskenazi)

         /s/ Samuel D. Kingsland         Director*                                                   March 9, 2001
----------------------------------------
         (Samuel D. Kingsland)

        /s/ William H. Lane III          Director*                                                   March 9, 2001
----------------------------------------
         (William H. Lane III)

        /s/ Roderick C. McGeary          Director*                                                   March 9, 2001
----------------------------------------
         (Roderick C. McGeary)
</TABLE>

*The employee benefit plan being registered pursuant to this Registration
Statement is subject to administration by the Board of Directors of the
Registrant.

                                       6
<PAGE>   7



DIGITALTHINK, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
     EXHIBIT
       NO.                          DESCRIPTION
     ------                         ------------
<S>            <C>
      4.1      2000 NSO Stock Plan

      5.1      Opinion of counsel as to legality of securities being registered.

     23.1      Independent Auditors' Consent

     23.2      Consent of counsel (contained in Exhibit 5.1 hereto).

     24.1      Power of Attorney (included in Registration Statement on page 6).
</TABLE>

                                       7
[{"type": "S-8", "sequence": "1", "filename": "f70176ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18281}]
{"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": "333-56770", "film-number": "1564697"}, "business-address": {"street1": "1098 HARRISON ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103", "phone": "4156254000"}}
1
     As filed with the Securities and Exchange Commission on March 9, 2001.
                                                   Registration No. 333-________
================================================================================
                       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 JURISDICTION OF               (PRIMARY STANDARD INDUSTRIAL            (IRS EMPLOYER IDENTIFICATION NUMBER)
     INCORPORATION OR ORGANIZATION)                CLASSIFICATION CODE NUMBER)
DIGITALTHINK, INC.
                              1098 HARRISON STREET
                             SAN FRANCISCO, CA 94103
                                 (415) 625-4000
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               2000 NSO STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                                 PETER GOETTNER
                               DIGITALTHINK, INC.
                              1098 HARRISON STREET
                             SAN FRANCISCO, CA 94103
                                 (415) 625-4000
  (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
                   AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    Copy to:
                               MARK CASILLAS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050

     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\
2

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                                           PROPOSED            PROPOSED
                                                         AMOUNT             MAXIMUM            MAXIMUM           AMOUNT OF
                                                          TO BE            OFFERING           AGGREGATE        REGISTRATION
       TITLE OF SECURITIES TO BE REGISTERED            REGISTERED       PRICE PER SHARE     OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------------------------
2000 NSO Stock Plan
Common Stock, $0.001 par value
(currently outstanding options)(1)                      1,007,874           $11.00          $11,086,614.00       $2,771.65
------------------------------------------------------------------------------------------------------------------------------
2000 NSO Stock Plan
Common Stock, $0.001 par value
(options available for future grant)(2)                   492,126           $8.3438         $ 4,106,176.31       $1,026.54
------------------------------------------------------------------------------------------------------------------------------
TOTAL 2000 NSO STOCK PLAN SHARES REGISTERED             1,500,000
------------------------------------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEES                                                                                          $3,798.20
==============================================================================================================================
(1) The computation is based upon the weighted average exercise price per
    share of $11.00 as to 1,007,874 outstanding but unexercised options to
    purchase Common Stock under the 2000 NSO Stock Plan (the "Currently
    Outstanding Options").

(2) The Proposed Maximum Offering Price Per Share has been estimated in
    accordance with Rule 457(h) under the Securities Act of 1933 as to the
    remaining 492,126 shares of Common Stock authorized for issuance pursuant
    to the 2000 NSO Stock Plan, solely for the purpose of calculating the
    registration fee. No options have been granted with respect to such
    shares. The computation is based upon the average of the high and low
    price of the Common Stock as reported on the Nasdaq National Market on
    March 5, 2001 because the price at which the options to be granted in the
    future may be exercised is not currently determinable.

                                       2
3
                               DIGITALTHINK, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

     The documents containing the information specified in this Item 1 will be
sent or given to employees as specified by Rule 428 (b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The documents containing the information specified in this Item 2 will be
sent or given to employees as specified in Rule 428 (b). In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 2000.

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
          June 31, 2000, for the quarter ended September 30, 2000, and for the
          quarter ended December 31, 2000.

     (c)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          Exchange Act on December 28, 1999.

     (d)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          Exchange Act on September 29, 2000.

     (e)  All documents filed by the Company pursuant to Sections 13(a), 13(c),
          14 and 15(d) of the Securities and Exchange Act of 1934, as amended
          (the "Exchange Act") on or after the date of this Registration
          Statement and prior to the filing of a post-effective amendment which
          indicates that all securities offered have been sold or which
          deregisters all securities then remaining unsold shall be deemed to be
          incorporated by reference in this Registration Statement and to be
          part hereof from the date of filing of such documents.

                                       3
4

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the common stock offered hereby will be passed upon for us
by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California. As of the date of this registration statement, Mario M. Rosati, a
member of Wilson Sonsini Goodrich & Rosati, owns 8,627 shares of DigitalThink's
common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement. (See
Index below).

                                       4
5

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 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.

     (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.

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

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, DIGITALTHINK, INC., 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 March 9, 2001.

                                      DIGITALTHINK, INC.

                                      By: /s/ Peter J. Goettner
                                          --------------------------
                                          Peter Goettner,
                                          Chairman of the Board and
                                          Chief Executive Officer

                                       5
6

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter J. Goettner, 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 below by the following persons in
the capacities and on the dates indicated.
Signature                                         Title                                    Date
               ---------                                         -----                                    -----
/s/ Peter J. Goettner          Chairman of the Board, Chief Executive Officer and          March 9, 2001
---------------------------------------  Director* (Principal Executive Officer)
          (Peter J. Goettner)

          /s/ Jon C. Madonna             President and Director*                                     March 9, 2001
----------------------------------------
            (Jon C. Madonna)

            /s/ Michael W. Pope          Chief Financial Officer (Principal Financial and            March 9, 2001
---------------------------------------- Accounting Officer)
             (Michael W. Pope)

        /s/ E. Follett Carter            Director*                                                   March 9, 2001
----------------------------------------
          (E. Follett Carter)

          /s/ Steven L. Eskenazi         Director*                                                   March 9, 2001
----------------------------------------
          (Steven L. Eskenazi)

         /s/ Samuel D. Kingsland         Director*                                                   March 9, 2001
----------------------------------------
         (Samuel D. Kingsland)

        /s/ William H. Lane III          Director*                                                   March 9, 2001
----------------------------------------
         (William H. Lane III)

        /s/ Roderick C. McGeary          Director*                                                   March 9, 2001
----------------------------------------
         (Roderick C. McGeary)
*The employee benefit plan being registered pursuant to this Registration
Statement is subject to administration by the Board of Directors of the
Registrant.

                                       6
7

DIGITALTHINK, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                INDEX TO EXHIBITS
EXHIBIT
       NO.                          DESCRIPTION
     ------                         ------------
4.1      2000 NSO Stock Plan

      5.1      Opinion of counsel as to legality of securities being registered.

     23.1      Independent Auditors' Consent

     23.2      Consent of counsel (contained in Exhibit 5.1 hereto).

     24.1      Power of Attorney (included in Registration Statement on page 6).
7