As filed with the Securities and Exchange Commission on May 9, 2001
                                                     Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933




                   INTERSHOP COMMUNICATIONS AKTIENGESELLSCHAFT
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


             Germany                                     Not Applicable
  (STATE OR OTHER JURISDICTION                          (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)


                                Amsinckstrasse 57
                                 D-20097 Hamburg
                           Federal Republic of Germany
                               (011) 49-40-23708-2

              (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)



                           INTERSHOP COMMUNICATIONS AG
                             STOCK OPTION PLAN 2001

                            (FULL TITLE OF THE PLAN)


       Stephan Schambach                                Copy to:
    Chief Executive Officer                      John W. Campbell, Esq.
  INTERSHOP Communications AG                   Morrison & Foerster LLP
       Amsinckstrasse 57                           425 Market Street
        D-20097 Hamburg                   San Francisco, California 94105-2482
  Federal Republic of Germany
      (011) 49-40-23708-2

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


<TABLE>
<CAPTION>

                                       CALCULATION OF REGISTRATION FEE

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

                                                        Proposed               Proposed               Proposed
                                  Amount                Maximum                 Maximum               Amount of
Title of Securities                to be             Offering Price            Aggregate            Registration
to be Registered              Registered (1)         Per Share (2)        Offering Price (2)             Fee
--------------------------- -------------------- ----------------------- ---------------------- ----------------------

<S>                              <C>                     <C>                  <C>                      <C>
Bearer Ordinary Shares
Stock Options                    10,386,094               $4.43                $46,010,397              $9,203
=========================== ==================== ======================= ====================== ======================
<FN>
(1)  To be issued in connection with the INTERSHOP Communications AG Stock Option
     Plan 1999 and the INTERSHOP Communications AG Stock Option Plan 2001.

(2)  Calculated solely for purposes of this offering under Rule 457(c) of the
     Securities Act of 1933, as amended. The price of $4.43 per share represents
     two times the average of the high and low price per American Depositary
     Share of INTERSHOP Communication Aktiengesellschaft, as reported on the
     Nasdaq National Market on May 2, 2001. One American Depositary Share
     represents one half of one Bearer Ordinary Share.

================================================================================
</FN>
</TABLE>

Exhibit Index is located on Page E-1.

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         INTERSHOP Communications AG (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         1. The Registrant's latest annual report, dated March 20, 2001, and
filed with the Registrant's Current Report on Form 6-K dated April 27, 2001;

         2. The Registrant's Current Report on Form 6-K dated May 4, 2001;

         3. The Registrant's prospectus, dated September 28, 2000, and filed
with the Commission pursuant to Rule 424(b)(1) under the Securities Act of 1933,
as amended (the "Act").

         4. The Registrant's Registration Statement, dated September 28, 2000,
filed on Form 8-A pursuant Section 12(g) of the Securities Exchange Act of 1934
(the "1934 Act").

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The laws of Germany have no provisions concerning indemnification of
officers and directors. The Articles of Association (SATZUNG) and by-laws of the
Registrant do not provide for the indemnification of any controlling person,
director or officer. The Registrant carries an insurance policy with AIG Europe
for DM 5 million worth of coverage that covers officers and directors. Other
than the AIG insurance policy, there are no indemnification agreements with our
officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit Number   Exhibit
--------------   -------
4.1              Articles of Association of the Registrant.



                                      II-2

<PAGE>


4.2              Form of certificate of the Registrant's Bearer Ordinary Shares.
4.3              Form of certificate of the Registrant's American Depositary
                 Shares.
4.4              INTERSHOP Communications AG Stock Option Plan 1999.
4.5              INTERSHOP Communications AG Stock Option Plan 2001.
5.1              Opinion of Haarmann, Hemmelrath & Partner.
23.1             Consent of Arthur Andersen Wirtschaftsprufungsgesellschaft
                 Steuerberatungsgesellschaft mbH,independent public accountants.
23.2             Consent of Haarmann, Hemmelrath & Partner is contained in
                 Exhibit 5.1.
24.1             Power of Attorney (set forth on the signature page to this
                 Registration Statement).


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:

                        (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

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

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

PROVIDED, HOWEVER, that clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into this Registration Statement;

                 (2)  That,  for the  purpose  of  determining  any  liability
under the 1933 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; and

                 (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 Registrant's Incentive Stock Option Plan.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3

<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 Hamburg, State of Germany, on this 9 day of
May, 2001.


                                         INTERSHOP COMMUNICATIONS
                                         AKTIENGESELLSCHAFT

                                         By:/s/STEPHAN SCHAMBACH
                                            -----------------------------------
                                               Stephan Schambach
                                               Chief Executive Officer and
                                               Chairman of the Management Board









                                      II-4

<PAGE>


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of INTERSHOP Communications
AG, a German corporation, do hereby constitute and appoint Stephan Schambach the
lawful attorney-in-fact and agent with full power and authority to do any and
all acts and things and to execute any and all instruments which he determines
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and either of the undersigned hereby ratifies and confirms all that
said attorneys and agents, or either one of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         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 date indicated.

    SIGNATURE                         TITLE                             DATE


/s/STEPHAN SCHAMBACH     Chief Executive Officer and Chairman of     May 9, 2001
--------------------       the Management Board
   Stephan Schambach     (Principal Executive Officer)

/s/WILFIED BEECK         Chief Financial Officer and Member of the   May 9, 2001
--------------------       Management Board
   Wilfried Beeck        (Principal Financial Officer)







                                      II-5

<PAGE>


                                  EXHIBIT INDEX



Exhibit Number   Exhibit
--------------   -------
4.1              Articles of Association of the Registrant.(1)
4.2              Form of certificate of the Registrant's Bearer Ordinary
                 Shares.(1)
4.3              Form of certificate of the Registrant's American Depositary
                 Shares.(2)
4.4              INTERSHOP Communications AG Stock Option Plan 1999.(1)
4.5              INTERSHOP Communications AG Stock Option Plan 2001.
5.1              Opinion and consent of Haarmann, Hemmelrath & Partner.
23.1             Consent of Arthur Andersen Wirtschaftsprufungsgesellschaft
                 Steuerberatungsgesellschaft mbH, independent public
                 accountants.
23.2             Consent of Haarmann, Hemmelrath & Partner is contained in
                 Exhibit 5.1.
24.1             Power of Attorney (set forth on the signature page of this
                 Registration Statement).
--------------

(1) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Registration Statement on Form F-1 (Reg. No. 333-32034).

(2) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Registration Statement on Form F-6 (Reg. No. 333-11642).



                                      E-1
[{"type": "S-8", "sequence": "1", "filename": "intforms-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15600}]
{"company-data": {"conformed-name": "INTERSHOP COMMUNICATIONS AKTIENGESELLSCHAFT", "cik": "0001108517", "assigned-sic": "7373", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60568", "film-number": "1627284"}, "business-address": {"street1": "303 SECOND STREET", "street2": "10TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "4152290100"}, "mail-address": {"street1": "303 SECOND STREET", "street2": "10TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107"}}
As filed with the Securities and Exchange Commission on May 9, 2001
                                                     Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                   INTERSHOP COMMUNICATIONS AKTIENGESELLSCHAFT
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Germany                                     Not Applicable
  (STATE OR OTHER JURISDICTION                          (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

                                Amsinckstrasse 57
                                 D-20097 Hamburg
                           Federal Republic of Germany
                               (011) 49-40-23708-2

              (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           INTERSHOP COMMUNICATIONS AG
                             STOCK OPTION PLAN 2001

                            (FULL TITLE OF THE PLAN)

       Stephan Schambach                                Copy to:
    Chief Executive Officer                      John W. Campbell, Esq.
  INTERSHOP Communications AG                   Morrison & Foerster LLP
       Amsinckstrasse 57                           425 Market Street
        D-20097 Hamburg                   San Francisco, California 94105-2482
  Federal Republic of Germany
      (011) 49-40-23708-2

(NAME AND ADDRESS AND TELEPHONE NUMBER,INCLUDING AREA CODE,OF AGENT FOR SERVICE)
               --------------------------------------------------
CALCULATION OF REGISTRATION FEE

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

                                                        Proposed               Proposed               Proposed
                                  Amount                Maximum                 Maximum               Amount of
Title of Securities                to be             Offering Price            Aggregate            Registration
to be Registered              Registered (1)         Per Share (2)        Offering Price (2)             Fee
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
Bearer Ordinary Shares
Stock Options                    10,386,094               $4.43                $46,010,397              $9,203
=========================== ==================== ======================= ====================== ======================
(1)  To be issued in connection with the INTERSHOP Communications AG Stock Option
     Plan 1999 and the INTERSHOP Communications AG Stock Option Plan 2001.

(2)  Calculated solely for purposes of this offering under Rule 457(c) of the
     Securities Act of 1933, as amended. The price of $4.43 per share represents
     two times the average of the high and low price per American Depositary
     Share of INTERSHOP Communication Aktiengesellschaft, as reported on the
     Nasdaq National Market on May 2, 2001. One American Depositary Share
     represents one half of one Bearer Ordinary Share.

================================================================================
Exhibit Index is located on Page E-1.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         INTERSHOP Communications AG (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         1. The Registrant's latest annual report, dated March 20, 2001, and
filed with the Registrant's Current Report on Form 6-K dated April 27, 2001;

         2. The Registrant's Current Report on Form 6-K dated May 4, 2001;

         3. The Registrant's prospectus, dated September 28, 2000, and filed
with the Commission pursuant to Rule 424(b)(1) under the Securities Act of 1933,
as amended (the "Act").

         4. The Registrant's Registration Statement, dated September 28, 2000,
filed on Form 8-A pursuant Section 12(g) of the Securities Exchange Act of 1934
(the "1934 Act").

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The laws of Germany have no provisions concerning indemnification of
officers and directors. The Articles of Association (SATZUNG) and by-laws of the
Registrant do not provide for the indemnification of any controlling person,
director or officer. The Registrant carries an insurance policy with AIG Europe
for DM 5 million worth of coverage that covers officers and directors. Other
than the AIG insurance policy, there are no indemnification agreements with our
officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit Number   Exhibit
--------------   -------
4.1              Articles of Association of the Registrant.

                                      II-2
4.2              Form of certificate of the Registrant's Bearer Ordinary Shares.
4.3              Form of certificate of the Registrant's American Depositary
                 Shares.
4.4              INTERSHOP Communications AG Stock Option Plan 1999.
4.5              INTERSHOP Communications AG Stock Option Plan 2001.
5.1              Opinion of Haarmann, Hemmelrath & Partner.
23.1             Consent of Arthur Andersen Wirtschaftsprufungsgesellschaft
                 Steuerberatungsgesellschaft mbH,independent public accountants.
23.2             Consent of Haarmann, Hemmelrath & Partner is contained in
                 Exhibit 5.1.
24.1             Power of Attorney (set forth on the signature page to this
                 Registration Statement).

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:

                        (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

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

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

PROVIDED, HOWEVER, that clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into this Registration Statement;

                 (2)  That,  for the  purpose  of  determining  any  liability
under the 1933 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; and

                 (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 Registrant's Incentive Stock Option Plan.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
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 Hamburg, State of Germany, on this 9 day of
May, 2001.

                                         INTERSHOP COMMUNICATIONS
                                         AKTIENGESELLSCHAFT

                                         By:/s/STEPHAN SCHAMBACH
                                            -----------------------------------
                                               Stephan Schambach
                                               Chief Executive Officer and
                                               Chairman of the Management Board

                                      II-4
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of INTERSHOP Communications
AG, a German corporation, do hereby constitute and appoint Stephan Schambach the
lawful attorney-in-fact and agent with full power and authority to do any and
all acts and things and to execute any and all instruments which he determines
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and either of the undersigned hereby ratifies and confirms all that
said attorneys and agents, or either one of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         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 date indicated.

    SIGNATURE                         TITLE                             DATE

/s/STEPHAN SCHAMBACH     Chief Executive Officer and Chairman of     May 9, 2001
--------------------       the Management Board
   Stephan Schambach     (Principal Executive Officer)

/s/WILFIED BEECK         Chief Financial Officer and Member of the   May 9, 2001
--------------------       Management Board
   Wilfried Beeck        (Principal Financial Officer)

                                      II-5
EXHIBIT INDEX

Exhibit Number   Exhibit
--------------   -------
4.1              Articles of Association of the Registrant.(1)
4.2              Form of certificate of the Registrant's Bearer Ordinary
                 Shares.(1)
4.3              Form of certificate of the Registrant's American Depositary
                 Shares.(2)
4.4              INTERSHOP Communications AG Stock Option Plan 1999.(1)
4.5              INTERSHOP Communications AG Stock Option Plan 2001.
5.1              Opinion and consent of Haarmann, Hemmelrath & Partner.
23.1             Consent of Arthur Andersen Wirtschaftsprufungsgesellschaft
                 Steuerberatungsgesellschaft mbH, independent public
                 accountants.
23.2             Consent of Haarmann, Hemmelrath & Partner is contained in
                 Exhibit 5.1.
24.1             Power of Attorney (set forth on the signature page of this
                 Registration Statement).
--------------

(1) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Registration Statement on Form F-1 (Reg. No. 333-32034).

(2) Incorporated herein by reference to the appropriate exhibit to the
Registrant's Registration Statement on Form F-6 (Reg. No. 333-11642).

                                      E-1