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 Industrial      (I.R.S. Employer
jurisdiction               Classification Code Number)   Identification Number)
of incorporation or
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)

                                 1996 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                 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>

                         CALCULATION OF REGISTRATION FEE

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


                                    Proposed
Title of Each                       Maximum      Proposed
Class of Securities    Amount       Offering     Maximum
to be                  to be        Price        Aggregate        Amount of
Registered           Registered     Per Share  Offering Price   Registration Fee
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1996 Stock Plan
Common Stock, $0.001
par value
(currently
outstanding
options)                   0         $   0       $        0             $     0
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1996 Stock Plan
Common Stock, $0.001
par value
for future grant) (2)  2,000,000     $2.60       $5,200,000             $478.40
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total 1996 Stock
Plan shares
registered
(1)                     2,000,000      -          -                     $478.40
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Common Stock, $0.001
par value, to be
issued under the
1999 Employee Stock
Purchase Plan (3 & 4)     400,000     $2.21       $ 884,000              $81.33
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Registration Fees:                                                $559.73
===============================================================================

(1)  Represents  shares of Common Stock that have become  available for issuance
under the Registrant's  1996 Stock Plan as a result of the automatic  "evergreen
provision"  effective upon the  commencement  of the  Registrant's  fiscal year,
April 1, 2003.

(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
2,000,000  shares of Common Stock  authorized for issuance  pursuant to the 1996
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 prices of the Common  Stock as reported on
the Nasdaq  National  Market on April 15,  2003  because  the price at which the
options  to be  granted  in  the  future  may  be  exercised  is  not  currently
determinable.

(3) Represents  shares of Common Stock which have become  available for issuance
under the  Registrant's  1999  Employee  Stock  Purchase  Plan as a result of an
automatic   "evergreen   provision"  effective  upon  the  commencement  of  the
Registrant's fiscal year, April 1, 2001.

(4) The  Proposed  Maximum  Offering  Price  Per  Share  has been  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 85%
(see  explanation  in  following  sentence)  of the  average of the high and low
prices of the Common  Stock as reported on the Nasdaq  National  Market on April
15, 2003  because the price at which the options to be granted in the future may
be  exercised is not  currently  determinable.  Pursuant to the  Employee  Stock
Purchase Plan,  which plan is  incorporated  by reference  herein,  the Purchase
Price of a share of Common  Stock shall mean an amount  equal to 85% of the Fair
Market Value of a share of Common Stock on the  Enrollment  Date or the Exercise
Date, whichever is lower.

<PAGE>

             STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF
                              ADDITIONAL SECURITIES

This  Registration  Statement  registers  additional  shares of the Registrant's
Common Stock to be issued  pursuant to the 1996 Stock Plan and the 1999 Employee
Stock  Purchase  Plan.  Accordingly,  the contents of the previous  Registration
Statements  on Form  S-8  (File  No.  333-43284,  File No.  333-56770,  File No.
333-68384  and  FileNo.  333-86732)  (the  "Previous  Form  S-8")  filed  by the
Registrant  with the  Securities  and  Exchange  Commission  ("SEC"),  including
periodic  reports  that the  Registrant  filed  after the  Previous  Form S-8 to
maintain current information about the Registrant, are incorporated by reference
into this Registration  Statement pursuant to General Instruction E of Form S-8.
The  reports  the  Registrant  has most  recently  filed with the SEC are listed
below:

(a) The Registrant's  Annual Report on Form 10-K for the fiscal year ended March
31, 2002, as filed pursuant to Section 13(a) of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act"), on June 4, 2002.

(b) The  Registrant's  Proxy  Statement  on Form 14A filed as of June 4, 2002 in
connection with the Annual Meeting of Stockholders held on July 18, 2002.

(c) The Registrant's Form 8-K filed on July 19, 2002.

(d) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarterly  period
ended June 30,  2002, as filed pursuant to Section 13 (a) of the Exchange Act on
August 13, 2002.

(e) The  Registrant's  Annual  Report on Form  10-K/A for the fiscal  year ended
March 31,  2002,  as  amended  and as filed  pursuant  to  Section  13(a) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), on August 28,
2002.

(f) The Registrant's Form 8-K filed on October 8, 2002.

(g) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarterly  period
ended  September 30, 2002 as filed pursuant to Section 13(a) of the Exchange Act
on November 7, 2002.

(h) The Registrant's Form 8-K filed on January 28, 2003.

(i) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarterly  period
ended  December 31, 2002 as filed  pursuant to Section 13(a) of the Exchange Act
on February 11, 2003.

(j) The Registrant's Form 8-K filed on April 17, 2003.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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.

<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 April 21, 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, President
------------------------   and Director (Principal Executive    April 21, 2003
Michael W. Pope            Officer)


/S/ JON C. MADONNA         Chairman of the Board                April 21, 2003
------------------------
Jon C. Madonna

/S/ PETER J. GOETTNER      Director                             April 21, 2003
------------------------
Peter J. Goettner

/S/ ROGER GODDU            Director                             April 21, 2003
------------------------
Roger Goddu

/S/ STEVEN L. ESKENAZI     Director                             April 21, 2003
------------------------
Steven L. Eskenazi

/S/ SAMUEL D. KINGSLAND    Director                             April 21, 2003
------------------------
Samuel D. Kingsland

/S/ WILLIAM H. LANE III    Director                             April 21, 2003
------------------------
William H. Lane III

/S/ RODERICK C. MCGEARY    Director                             April 21, 2003
------------------------
Roderick C. McGeary


<PAGE>

                               Index to Exhibits

------------------------
     Exhibit Number                    Exhibit Document

         5.1             Opinion of Counsel

         23.1            Independent Auditors' Consent

         23.2            Consent of Counsel (contained in Exhibit 5.1 hereto)

         24.1            Power of Attorney (see signature page)
[{"type": "S-8", "sequence": "1", "filename": "s8_042103.txt", "description": "S8 FILING DATED 4/21/03", "secsgml_size_bytes": 12008}]
{"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": "333-104650", "film-number": "03656908"}, "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 Industrial      (I.R.S. Employer
jurisdiction               Classification Code Number)   Identification Number)
of incorporation or
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)

                                 1996 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                 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
Title of Each                       Maximum      Proposed
Class of Securities    Amount       Offering     Maximum
to be                  to be        Price        Aggregate        Amount of
Registered           Registered     Per Share  Offering Price   Registration Fee
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1996 Stock Plan
Common Stock, $0.001
par value
(currently
outstanding
options)                   0         $   0       $        0             $     0
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1996 Stock Plan
Common Stock, $0.001
par value
for future grant) (2)  2,000,000     $2.60       $5,200,000             $478.40
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total 1996 Stock
Plan shares
registered
(1)                     2,000,000      -          -                     $478.40
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Common Stock, $0.001
par value, to be
issued under the
1999 Employee Stock
Purchase Plan (3 & 4)     400,000     $2.21       $ 884,000              $81.33
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Registration Fees:                                                $559.73
===============================================================================

(1)  Represents  shares of Common Stock that have become  available for issuance
under the Registrant's  1996 Stock Plan as a result of the automatic  "evergreen
provision"  effective upon the  commencement  of the  Registrant's  fiscal year,
April 1, 2003.

(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
2,000,000  shares of Common Stock  authorized for issuance  pursuant to the 1996
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 prices of the Common  Stock as reported on
the Nasdaq  National  Market on April 15,  2003  because  the price at which the
options  to be  granted  in  the  future  may  be  exercised  is  not  currently
determinable.

(3) Represents  shares of Common Stock which have become  available for issuance
under the  Registrant's  1999  Employee  Stock  Purchase  Plan as a result of an
automatic   "evergreen   provision"  effective  upon  the  commencement  of  the
Registrant's fiscal year, April 1, 2001.

(4) The  Proposed  Maximum  Offering  Price  Per  Share  has been  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 85%
(see  explanation  in  following  sentence)  of the  average of the high and low
prices of the Common  Stock as reported on the Nasdaq  National  Market on April
15, 2003  because the price at which the options to be granted in the future may
be  exercised is not  currently  determinable.  Pursuant to the  Employee  Stock
Purchase Plan,  which plan is  incorporated  by reference  herein,  the Purchase
Price of a share of Common  Stock shall mean an amount  equal to 85% of the Fair
Market Value of a share of Common Stock on the  Enrollment  Date or the Exercise
Date, whichever is lower.
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF
                              ADDITIONAL SECURITIES

This  Registration  Statement  registers  additional  shares of the Registrant's
Common Stock to be issued  pursuant to the 1996 Stock Plan and the 1999 Employee
Stock  Purchase  Plan.  Accordingly,  the contents of the previous  Registration
Statements  on Form  S-8  (File  No.  333-43284,  File No.  333-56770,  File No.
333-68384  and  FileNo.  333-86732)  (the  "Previous  Form  S-8")  filed  by the
Registrant  with the  Securities  and  Exchange  Commission  ("SEC"),  including
periodic  reports  that the  Registrant  filed  after the  Previous  Form S-8 to
maintain current information about the Registrant, are incorporated by reference
into this Registration  Statement pursuant to General Instruction E of Form S-8.
The  reports  the  Registrant  has most  recently  filed with the SEC are listed
below:

(a) The Registrant's  Annual Report on Form 10-K for the fiscal year ended March
31, 2002, as filed pursuant to Section 13(a) of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act"), on June 4, 2002.

(b) The  Registrant's  Proxy  Statement  on Form 14A filed as of June 4, 2002 in
connection with the Annual Meeting of Stockholders held on July 18, 2002.

(c) The Registrant's Form 8-K filed on July 19, 2002.

(d) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarterly  period
ended June 30,  2002, as filed pursuant to Section 13 (a) of the Exchange Act on
August 13, 2002.

(e) The  Registrant's  Annual  Report on Form  10-K/A for the fiscal  year ended
March 31,  2002,  as  amended  and as filed  pursuant  to  Section  13(a) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), on August 28,
2002.

(f) The Registrant's Form 8-K filed on October 8, 2002.

(g) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarterly  period
ended  September 30, 2002 as filed pursuant to Section 13(a) of the Exchange Act
on November 7, 2002.

(h) The Registrant's Form 8-K filed on January 28, 2003.

(i) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarterly  period
ended  December 31, 2002 as filed  pursuant to Section 13(a) of the Exchange Act
on February 11, 2003.

(j) The Registrant's Form 8-K filed on April 17, 2003.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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.
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 April 21, 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, President
------------------------   and Director (Principal Executive    April 21, 2003
Michael W. Pope            Officer)

/S/ JON C. MADONNA         Chairman of the Board                April 21, 2003
------------------------
Jon C. Madonna

/S/ PETER J. GOETTNER      Director                             April 21, 2003
------------------------
Peter J. Goettner

/S/ ROGER GODDU            Director                             April 21, 2003
------------------------
Roger Goddu

/S/ STEVEN L. ESKENAZI     Director                             April 21, 2003
------------------------
Steven L. Eskenazi

/S/ SAMUEL D. KINGSLAND    Director                             April 21, 2003
------------------------
Samuel D. Kingsland

/S/ WILLIAM H. LANE III    Director                             April 21, 2003
------------------------
William H. Lane III

/S/ RODERICK C. MCGEARY    Director                             April 21, 2003
------------------------
Roderick C. McGeary
Index to Exhibits

------------------------
     Exhibit Number                    Exhibit Document

         5.1             Opinion of Counsel

         23.1            Independent Auditors' Consent

         23.2            Consent of Counsel (contained in Exhibit 5.1 hereto)

         24.1            Power of Attorney (see signature page)