<PAGE>   1
      As filed with the Securities and Exchange Commission on March 30, 2001
                                                    Registration No. 333-_______


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                               MYPOINTS.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
<S>                                     <C>                               <C>
           DELAWARE                               7311                         94-3255692
(STATE OR OTHER JURISDICTION OF         (PRIMARY STANDARD INDUSTRIAL        (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)         CLASSIFICATION CODE NUMBER)       IDENTIFICATION NUMBER)
</TABLE>


                        100 CALIFORNIA STREET, 11TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 676-3700

    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                MYPOINTS.COM, INC. 1999 SUPPLEMENTAL STOCK PLAN
                             (FULL TITLE OF THE PLAN)

                                  JOHN FULLMER
                             CHIEF EXECUTIVE OFFICER
                               MYPOINTS.COM, INC.
                        100 CALIFORNIA STREET, 12TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 676-3700

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copies to:
                                  ZANE M. COHN
                         ZANE M. COHN & ASSOCIATES, P.C.
                           THREE FIRST NATIONAL PLAZA
                                   SUITE 3700
                               CHICAGO, IL 60602



<PAGE>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

====================================================================================================================================
                                                                           PROPOSED
                                                                           MAXIMUM               PROPOSED
                                                   AMOUNT                  OFFERING               MAXIMUM
  TITLE OF EACH CLASS OF SECURITIES TO             TO BE                    PRICE               AGGREGATE            AMOUNT OF
             BE REGISTERED                       REGISTERED               PER SHARE           OFFERING PRICE       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                       <C>                    <C>                 <C>
MyPoints.com, Inc. 1999 Supplemental
Stock Plan Common Stock, $0.001 par value
(currently outstanding options) (1)            573,245 shares             $ 37.67              $ 21,595,505        $ 5,398.88

MyPoints.com, Inc. 1999 Supplemental
Stock Plan Common Stock, $0.001 par value
(options available for future grant) (2)       327,755 shares             $ 0.5938             $ 194,621           $ 48.66

TOTAL                                          900,000 shares

        TOTAL REGISTRATION FEES:                                                                                   $ 5,447.54
====================================================================================================================================
</TABLE>
(1)  The computation is based upon the weighted average exercise price per share
     of $37.67 as to 573,245 outstanding but unexercised options to purchase
     Common Stock under the Plan.

(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 327,555 shares of Common Stock authorized for issuance pursuant
     to the 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 26, 2001, because the price
     at which the options to be granted in the future may be exercised is not
     currently determinable.

<PAGE>   3

                               MYPOINTS.COM, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     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 by MyPoints.com, Inc.
(the "Registrant") with the Securities and Exchange Commission.

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 1999 as filed by the Registrant with the Securities Exchange Commission
on March 30, 2000.

     (2)  The Registrant's Definitive Proxy Statement on Schedule 14A dated
September 29, 2000 as filed by the Registrant with the Commission on April 28,
2000.

     (3)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 as filed by the Registrant with the Commission on May 15, 2000.

     (4)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 as filed by the Registrant with the Commission on August 14, 2000.

     (5)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 as filed by the Registrant with the Commission on November
14, 2000.

     (6)  The Registrant's Report on Form 8-K/A filed by the Registrant with the
Commission on October 23, 2000.

     (7)  The description of the Registrant's Common Stock and Series A
Participating Preferred Stock contained in the Registrant's Registration
Statement on Form 8-A as filed by the Registrant with the Commission on January
18, 2001.

     (8)  All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful." With respect to derivative actions, Section 145(b) of the DGCL
provides in relevant part that "[a] corporation shall have power to indemnify
any person who was or is a party or is

<PAGE>   4

threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor .
 . . [by reason of his service in one of the capacities specified in the
preceding sentence] against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."

     The  Registrant's Restated Certificate of Incorporation provides that to
the fullest extent permitted by the DGCL, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

     The  Registrant's Bylaws provide that the Registrant shall indemnify to the
fullest extent authorized by law each of its directors, officers, employees and
other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the corporation.

     The  Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in the Registrant's Bylaws, and may enter into indemnification agreements
with any new directors or executive officers in the future.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
     EXHIBIT NUMBER                                     DESCRIPTION
     --------------                                     -----------

<S>                    <C>
          4.1          MyPoints.com, Inc. 1999 Supplemental Stock Plan, as
                       amended.

          5.1          Opinion of Zane M. Cohn & Associates, P.C. as to the
                       legality of securities being registered.

         23.1          Consent of PricewaterhouseCoopers LLP, Independent
                       Accountants.

         23.2          Consent of Zane M. Cohn & Associates, P.C. (contained
                       in Exhibit 5.1 hereto).

         24.1          Power of Attorney (see page signature page).
</TABLE>


ITEM 9. UNDERTAKINGS.

     A.   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 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.



<PAGE>   5
          (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 DGCL, the Registrant's Restated Certificate of
Incorporation, the Registrant's Bylaws or the Registrant's indemnification
agreements, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.

<PAGE>   6

                                   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 March 28, 2001

                                      MYPOINTS.COM, INC.

                                      /s/ JOHN FULLMER
                                      -----------------------------------------
                                      By: John Fullmer, Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John Fullmer and John Steuart, 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.

<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                              DATE
             ---------                           -----                              ----

<S>                                     <C>                                     <C>
/s/ JOHN FULLMER                       Chairman of the Board and                March 28, 2001
---------------------------------      Chief Executive Officer
John Fullmer

/s/ NATHANIEL GOLDHABER                Vice Chairman of the Board               March 28, 2001
---------------------------------
Nathaniel Goldhaber

/s/ JOHN STEUART                       Sr. Vice President and CFO (Chief        March 28, 2001
---------------------------------      Financial and Accounting Officer)
John Steuart

/s/ STEVEN M. MARKOWITZ                Director                                 March 28, 2001
---------------------------------
Steven M. Markowitz

/s/ MARK METCALFE                      Director                                 March 28, 2001
---------------------------------
Mark Metcalfe

                                       Director                                 March __, 2001
---------------------------------
Howard L. Morgan

                                       Director                                 March __, 2001
---------------------------------
Thomas Newkirk

/s/ LAWRENCE E. PHILLIPS               Director                                 March 29, 2001
---------------------------------
Lawrence E. Phillips

/s/ MARIO M. ROSATI                    Director                                 March 28, 2001
---------------------------------
Mario M. Rosati

</TABLE>

<PAGE>   7

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
     EXHIBIT NUMBER                                     DESCRIPTION
     --------------                                     -----------

<S>                    <C>
          4.1          MyPoints.com, Inc. 1999 Supplemental Stock Plan,
                       as amended.

          5.1          Opinion of Zane M. Cohn & Associates, P.C. as to the
                       legality of securities being registered.

         23.1          Consent of PricewaterhouseCoopers LLP, Independent
                       Accountants.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f71076s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18479}]
{"company-data": {"conformed-name": "MYPOINTS COM INC", "cik": "0001082797", "assigned-sic": "7370", "irs-number": "943255692", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57980", "film-number": "1586677"}, "business-address": {"street1": "100 CALIFORNIA ST", "street2": "11TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4156763700"}, "mail-address": {"street1": "505 COMMERCIAL ST 4TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94602"}}
1
      As filed with the Securities and Exchange Commission on March 30, 2001
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                               MYPOINTS.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                               7311                         94-3255692
(STATE OR OTHER JURISDICTION OF         (PRIMARY STANDARD INDUSTRIAL        (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)         CLASSIFICATION CODE NUMBER)       IDENTIFICATION NUMBER)
100 CALIFORNIA STREET, 11TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 676-3700

    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                MYPOINTS.COM, INC. 1999 SUPPLEMENTAL STOCK PLAN
                             (FULL TITLE OF THE PLAN)

                                  JOHN FULLMER
                             CHIEF EXECUTIVE OFFICER
                               MYPOINTS.COM, INC.
                        100 CALIFORNIA STREET, 12TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 676-3700

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copies to:
                                  ZANE M. COHN
                         ZANE M. COHN & ASSOCIATES, P.C.
                           THREE FIRST NATIONAL PLAZA
                                   SUITE 3700
                               CHICAGO, IL 60602
2

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                           PROPOSED
                                                                           MAXIMUM               PROPOSED
                                                   AMOUNT                  OFFERING               MAXIMUM
  TITLE OF EACH CLASS OF SECURITIES TO             TO BE                    PRICE               AGGREGATE            AMOUNT OF
             BE REGISTERED                       REGISTERED               PER SHARE           OFFERING PRICE       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
MyPoints.com, Inc. 1999 Supplemental
Stock Plan Common Stock, $0.001 par value
(currently outstanding options) (1)            573,245 shares             $ 37.67              $ 21,595,505        $ 5,398.88

MyPoints.com, Inc. 1999 Supplemental
Stock Plan Common Stock, $0.001 par value
(options available for future grant) (2)       327,755 shares             $ 0.5938             $ 194,621           $ 48.66

TOTAL                                          900,000 shares

        TOTAL REGISTRATION FEES:                                                                                   $ 5,447.54
====================================================================================================================================
(1)  The computation is based upon the weighted average exercise price per share
     of $37.67 as to 573,245 outstanding but unexercised options to purchase
     Common Stock under the Plan.

(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 327,555 shares of Common Stock authorized for issuance pursuant
     to the 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 26, 2001, because the price
     at which the options to be granted in the future may be exercised is not
     currently determinable.
3

                               MYPOINTS.COM, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     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 by MyPoints.com, Inc.
(the "Registrant") with the Securities and Exchange Commission.

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 1999 as filed by the Registrant with the Securities Exchange Commission
on March 30, 2000.

     (2)  The Registrant's Definitive Proxy Statement on Schedule 14A dated
September 29, 2000 as filed by the Registrant with the Commission on April 28,
2000.

     (3)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 as filed by the Registrant with the Commission on May 15, 2000.

     (4)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 as filed by the Registrant with the Commission on August 14, 2000.

     (5)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 as filed by the Registrant with the Commission on November
14, 2000.

     (6)  The Registrant's Report on Form 8-K/A filed by the Registrant with the
Commission on October 23, 2000.

     (7)  The description of the Registrant's Common Stock and Series A
Participating Preferred Stock contained in the Registrant's Registration
Statement on Form 8-A as filed by the Registrant with the Commission on January
18, 2001.

     (8)  All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful." With respect to derivative actions, Section 145(b) of the DGCL
provides in relevant part that "[a] corporation shall have power to indemnify
any person who was or is a party or is
4

threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor .
 . . [by reason of his service in one of the capacities specified in the
preceding sentence] against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."

     The  Registrant's Restated Certificate of Incorporation provides that to
the fullest extent permitted by the DGCL, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

     The  Registrant's Bylaws provide that the Registrant shall indemnify to the
fullest extent authorized by law each of its directors, officers, employees and
other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the corporation.

     The  Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in the Registrant's Bylaws, and may enter into indemnification agreements
with any new directors or executive officers in the future.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT NUMBER                                     DESCRIPTION
     --------------                                     -----------
4.1          MyPoints.com, Inc. 1999 Supplemental Stock Plan, as
                       amended.

          5.1          Opinion of Zane M. Cohn & Associates, P.C. as to the
                       legality of securities being registered.

         23.1          Consent of PricewaterhouseCoopers LLP, Independent
                       Accountants.

         23.2          Consent of Zane M. Cohn & Associates, P.C. (contained
                       in Exhibit 5.1 hereto).

         24.1          Power of Attorney (see page signature page).
ITEM 9. UNDERTAKINGS.

     A.   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 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.
5
          (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 DGCL, the Registrant's Restated Certificate of
Incorporation, the Registrant's Bylaws or the Registrant's indemnification
agreements, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
6

                                   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 March 28, 2001

                                      MYPOINTS.COM, INC.

                                      /s/ JOHN FULLMER
                                      -----------------------------------------
                                      By: John Fullmer, Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John Fullmer and John Steuart, 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/ JOHN FULLMER                       Chairman of the Board and                March 28, 2001
---------------------------------      Chief Executive Officer
John Fullmer

/s/ NATHANIEL GOLDHABER                Vice Chairman of the Board               March 28, 2001
---------------------------------
Nathaniel Goldhaber

/s/ JOHN STEUART                       Sr. Vice President and CFO (Chief        March 28, 2001
---------------------------------      Financial and Accounting Officer)
John Steuart

/s/ STEVEN M. MARKOWITZ                Director                                 March 28, 2001
---------------------------------
Steven M. Markowitz

/s/ MARK METCALFE                      Director                                 March 28, 2001
---------------------------------
Mark Metcalfe

                                       Director                                 March __, 2001
---------------------------------
Howard L. Morgan

                                       Director                                 March __, 2001
---------------------------------
Thomas Newkirk

/s/ LAWRENCE E. PHILLIPS               Director                                 March 29, 2001
---------------------------------
Lawrence E. Phillips

/s/ MARIO M. ROSATI                    Director                                 March 28, 2001
---------------------------------
Mario M. Rosati
7

                                INDEX TO EXHIBITS
EXHIBIT NUMBER                                     DESCRIPTION
     --------------                                     -----------
4.1          MyPoints.com, Inc. 1999 Supplemental Stock Plan,
                       as amended.

          5.1          Opinion of Zane M. Cohn & Associates, P.C. as to the
                       legality of securities being registered.

         23.1          Consent of PricewaterhouseCoopers LLP, Independent
                       Accountants.