<PAGE>

   As filed with the Securities and Exchange Commission on November 8, 1999
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                 ------------

                                  iVILLAGE INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                 ------------

                 Delaware                                   13-3845162
      (State or Other Jurisdiction of                     (I.R.S. Employer
      Incorporation or Organization)                   Identification Number)

              212 Fifth Avenue
             New York, New York                                 10010
  (Address of Principal Executive Offices)                   (Zip Code)

                                 ------------

                       Family Point Inc. Stock Option Plan
                            (Full Title of the Plan)

                                 ------------

                                Candice Carpenter
             Co-Chairperson of the Board and Chief Executive Officer
                                  iVillage Inc.
                                212 Fifth Avenue
                            New York, New York 10010
                     (Name and Address of Agent for Service)

                                 (212) 206-3100
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:

                             Richard V. Smith, Esq.
                       Orrick, Herrington & Sutcliffe LLP
                        Old Federal Reserve Bank Building
                               400 Sansome Street
                         San Francisco, California 94111
                                 (415) 392-1122

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
================================================================================================================================
                                                       Amount           Proposed              Proposed           Amount of
              Title of Securities to be                To Be        Maximum Offering     Maximum Aggregate      Registration
                     Registered                   Registered (1)     Price Per Share(2)  Offering Price (2)         Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                  <C>               <C>                  <C>                    <C>

Common Stock, par value $0.01 per share            2,972             $   1.86             $     5,528            $       2
--------------------------------------------------------------------------------------------------------------------------------
                                                  45,628             $   3.94             $   179,774            $      50
--------------------------------------------------------------------------------------------------------------------------------
                                                  42,802             $  15.41             $   659,579            $     183
--------------------------------------------------------------------------------------------------------------------------------

Total                                             91,402                                                         $     235
================================================================================================================================
</TABLE>

(1)  Pursuant to an Agreement and Plan of Reorganization, dated as of August 31,
     1999 (the "Merger Agreement"), by and among the Registrant, Family Point
     Acquisition Corporation, Family Point Inc., and the stockholders of Family
     Point Inc., the Registrant assumed outstanding options to purchase capital
     stock of Family Point Inc. under the Family Point Inc. Stock Option Plan
     (the "Family Point Assumed Options"), with appropriate adjustments to the
     number of shares and the exercise price of each Family Point Assumed Option
     to reflect the ratio at which Family Point Inc. capital stock was converted
     into Common Stock of the Registrant under the Merger Agreement.

(2)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum offering price have been calculated on the basis
     of the exercise prices of options previously granted with respect to 91,402
     shares.

                                       1
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information *

Item 2.           Registrant Information and Employee Plan Annual Information *

                  * Information required by Part I to be contained in the
                  Section 10(a) prospectus is omitted from this Registration
                  Statement in accordance with Rule 428 under the Securities Act
                  of 1933, as amended (the "Securities Act"), and the Note to
                  Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

The following documents filed by iVillage Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

                  (a) The audited consolidated financial statements of the
         Registrant and its Subsidiaries contained in the prospectus dated March
         18, 1999 filed by the Registrant under Rule 424(b) (Registration No.
         333-68749).

                  (b) The Registrant's Form 8-K Current Reports filed May 4,
         1999, July 14, 1999, July 23, 1999, September 14, 1999, September 15,
         1999, October 12, 1999, the Registrant's Form 8-K/A Amended Current
         Reports filed September 13, 1999 and September 27, 1999 and the
         Registrant's Quarterly Reports on Form 10-Q for the Quarterly Periods
         ended March 31, 1999 and June 30, 1999 (File No. 000-25469).

                  (c) The description of the Registrant's Common Stock contained
         in the Registrant's Registration Statement on Form 8-A (File No.
         000-25469), including any subsequent amendment or report filed for the
         purpose of updating that description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment indicating that all of the securities offered hereunder
have been sold or deregistering 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. 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 herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

The consolidated financial statements of the Registrant as of December 31, 1998
and 1997 and for each of the years in the three-year period ended December 31,
1998 have been incorporated by reference in this Registration Statement in
reliance upon the report of PricewaterhouseCoopers LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing. To the extent that
PricewaterhouseCoopers LLP audits and reports on financial statements of the
Registrant issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.

Item 4.           Description of Securities

         Inapplicable.

Item 5.           Interests of Named Experts and Counsel

The validity of the common stock offered hereby will be passed upon for the
Registrant by Orrick, Herrington & Sutcliffe LLP, San Francisco, California. A
partner of Orrick, Herrington & Sutcliffe LLP owns an aggregate of 4,408 shares
of the Registrant's common stock.

                                       2
<PAGE>


Item 6.           Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law provides that a corporation
may indemnify directors and officers, as well as other employees and
individuals, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any such person
in connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article XII of the Registrant's Amended and Restated Certificate of
Incorporation and Article VI of the Registrant's Bylaws provide for
indemnification by the Registrant of its directors and officers to the fullest
extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation
to provide in its certificate of incorporation that a director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant's Amended and Restated Certificate
of Incorporation provides for such limitation of liability.

The Registrant has obtained directors' and officers' insurance providing
indemnification for certain of the Registrant's directors, officers and
employees for certain liabilities.

The Registrant has entered into indemnification agreements with each director
and executive officer which provide indemnification under certain circumstances
for acts and omissions which may not be covered by any directors' and officers'
liability insurance.

Item 7.           Exemption From Registration Claimed

                  Inapplicable.

Item 8.           Exhibits

                  Exhibit
                  Number         Description
                  -------        -----------

                  5.1            Opinion of Orrick, Herrington & Sutcliffe LLP.

                  23.1           Consent of Orrick, Herrington & Sutcliffe
                                 LLP (included in Exhibit 5.1 to this
                                 Registration Statement).

                  23.2           Consent of PricewaterhouseCoopers LLP
                                 (iVillage).

                  23.3           Consent of PricewaterhouseCoopers LLP
                                 (KnowledgeWeb).

                  23.4           Consent of PricewaterhouseCoopers LLP (Online
                                 Psychological Services).

                  23.5           Consent of PricewaterhouseCoopers LLP (Health
                                 ResponseAbility Systems, Inc.).

                  23.4           Consent of PricewaterhouseCoopers LLP (Lamaze
                                 Publishing Company, Inc.).

                  24             Powers of Attorney (included on page 5).

                  99.1           Family Point Inc. Stock Option Plan


Item 9.           Undertakings

         (a)      The undersigned Registrant hereby undertakes:

                                       3
<PAGE>

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

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

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

                      (iii)    to include any material information with respect
                               to the plan of distribution not previously
                               disclosed in the Registration Statement or any
                               material change to such information in the
                               Registration Statement; provided, however, that
                               paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
                               if the information required to be included in a
                               post-effective amendment by those paragraphs is
                               contained in periodic reports filed with or
                               furnished to the Commission by the Registrant
                               pursuant to Section 13 or Section 15(d) of the
                               Exchange Act that are incorporated by reference
                               in the Registration Statement.

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

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

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

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



                                       4
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York on the 8th of November,
1999.

iVILLAGE INC.
(Registrant)

By: /s/ Candice Carpenter
-------------------------
Candice Carpenter
Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below each severally constitutes and appoints Candice Carpenter and Steven A.
Elkes, and each of them, as true and lawful attorneys-in-fact and agents, with
full powers of substitution and resubstitution, for them in their name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all which said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do, or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>
         Signature                           Capacity                                    Date
         ---------                           --------                                    ----

<S>                            <C>                                                <C>
                               Co-Chairperson of the Board of Directors and       November 8, 1999
/s/ Candice Carpenter                    Chief Executive Officer
Candice Carpenter                     (Principal Executive Officer)

                               Co-Chairperson of the Board of Directors and
/s/ Nancy Evans                               Editor-in-Chief                     November 8, 1999
Nancy Evans

/s/ Craig T. Monaghan                Chief Financial Officer                      November 8, 1999
Craig T. Monaghan                 (Principal Financial Officer)

                                   Vice President, Controller and Chief
/s/ Scott Levine                          Accounting Officer                      November 8, 1999
Scott Levine                      (Principal Accounting Officer)

/s/ Alan Colner                              Director                             November 8, 1999
Alan Colner

/s/ Jay C. Hoag                              Director                             November 8, 1999
Jay C. Hoag

                                             Director
Habib Kairouz

                                             Director
Lennert J. Leader

/s/ Michael Levy                             Director                             November 8, 1999
Michael Levy

/s/ Douglas McCormick                        Director                             November 8, 1999
Douglas McCormick
</TABLE>


                                       5
<PAGE>





<TABLE>
<CAPTION>
         Signature                           Capacity                                    Date
         ---------                           --------                                    ----

<S>                            <C>                                                <C>
/s/ Daniel Schulman                          Director                             November 8, 1999
Daniel Schulman

                                             Director
Martin Yudkovitz
</TABLE>

                     (a majority of the Board of Directors)





                                       6
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number    Description
------    -----------

5.1       Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1      Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1
          to this Registration Statement).

23.2      Consent of PricewaterhouseCoopers LLP (iVillage).

23.3      Consent of PricewaterhouseCoopers LLP (KnowledgeWeb).

23.4      Consent of PricewaterhouseCoopers LLP (Online Psychological Services)

23.5      Consent of PricewaterhouseCoopers LLP (Health ResponseAbility
          Systems, Inc.).

23.4      Consent of PricewaterhouseCoopers LLP (Lamaze Publishing Company,
          Inc.).

24        Powers of Attorney (included on page 5 of this Registration
          Statement).

99.1      Family Point Inc. Stock Option Plan





                                       7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22225}]
{"company-data": {"conformed-name": "IVILLAGE INC", "cik": "0001074767", "assigned-sic": "7373", "irs-number": "133845162", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90591", "film-number": "99743755"}, "business-address": {"street1": "212 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10010", "phone": "2126040963"}, "mail-address": {"street1": "212 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10010"}}
As filed with the Securities and Exchange Commission on November 8, 1999
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                 ------------

                                  iVILLAGE INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                 ------------

                 Delaware                                   13-3845162
      (State or Other Jurisdiction of                     (I.R.S. Employer
      Incorporation or Organization)                   Identification Number)

              212 Fifth Avenue
             New York, New York                                 10010
  (Address of Principal Executive Offices)                   (Zip Code)

                                 ------------

                       Family Point Inc. Stock Option Plan
                            (Full Title of the Plan)

                                 ------------

                                Candice Carpenter
             Co-Chairperson of the Board and Chief Executive Officer
                                  iVillage Inc.
                                212 Fifth Avenue
                            New York, New York 10010
                     (Name and Address of Agent for Service)

                                 (212) 206-3100
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:

                             Richard V. Smith, Esq.
                       Orrick, Herrington & Sutcliffe LLP
                        Old Federal Reserve Bank Building
                               400 Sansome Street
                         San Francisco, California 94111
                                 (415) 392-1122

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                       Amount           Proposed              Proposed           Amount of
              Title of Securities to be                To Be        Maximum Offering     Maximum Aggregate      Registration
                     Registered                   Registered (1)     Price Per Share(2)  Offering Price (2)         Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share            2,972             $   1.86             $     5,528            $       2
--------------------------------------------------------------------------------------------------------------------------------
                                                  45,628             $   3.94             $   179,774            $      50
--------------------------------------------------------------------------------------------------------------------------------
                                                  42,802             $  15.41             $   659,579            $     183
--------------------------------------------------------------------------------------------------------------------------------

Total                                             91,402                                                         $     235
================================================================================================================================
(1)  Pursuant to an Agreement and Plan of Reorganization, dated as of August 31,
     1999 (the "Merger Agreement"), by and among the Registrant, Family Point
     Acquisition Corporation, Family Point Inc., and the stockholders of Family
     Point Inc., the Registrant assumed outstanding options to purchase capital
     stock of Family Point Inc. under the Family Point Inc. Stock Option Plan
     (the "Family Point Assumed Options"), with appropriate adjustments to the
     number of shares and the exercise price of each Family Point Assumed Option
     to reflect the ratio at which Family Point Inc. capital stock was converted
     into Common Stock of the Registrant under the Merger Agreement.

(2)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum offering price have been calculated on the basis
     of the exercise prices of options previously granted with respect to 91,402
     shares.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information *

Item 2.           Registrant Information and Employee Plan Annual Information *

                  * Information required by Part I to be contained in the
                  Section 10(a) prospectus is omitted from this Registration
                  Statement in accordance with Rule 428 under the Securities Act
                  of 1933, as amended (the "Securities Act"), and the Note to
                  Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

The following documents filed by iVillage Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

                  (a) The audited consolidated financial statements of the
         Registrant and its Subsidiaries contained in the prospectus dated March
         18, 1999 filed by the Registrant under Rule 424(b) (Registration No.
         333-68749).

                  (b) The Registrant's Form 8-K Current Reports filed May 4,
         1999, July 14, 1999, July 23, 1999, September 14, 1999, September 15,
         1999, October 12, 1999, the Registrant's Form 8-K/A Amended Current
         Reports filed September 13, 1999 and September 27, 1999 and the
         Registrant's Quarterly Reports on Form 10-Q for the Quarterly Periods
         ended March 31, 1999 and June 30, 1999 (File No. 000-25469).

                  (c) The description of the Registrant's Common Stock contained
         in the Registrant's Registration Statement on Form 8-A (File No.
         000-25469), including any subsequent amendment or report filed for the
         purpose of updating that description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment indicating that all of the securities offered hereunder
have been sold or deregistering 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. 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 herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

The consolidated financial statements of the Registrant as of December 31, 1998
and 1997 and for each of the years in the three-year period ended December 31,
1998 have been incorporated by reference in this Registration Statement in
reliance upon the report of PricewaterhouseCoopers LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing. To the extent that
PricewaterhouseCoopers LLP audits and reports on financial statements of the
Registrant issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.

Item 4.           Description of Securities

         Inapplicable.

Item 5.           Interests of Named Experts and Counsel

The validity of the common stock offered hereby will be passed upon for the
Registrant by Orrick, Herrington & Sutcliffe LLP, San Francisco, California. A
partner of Orrick, Herrington & Sutcliffe LLP owns an aggregate of 4,408 shares
of the Registrant's common stock.

                                       2
Item 6.           Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law provides that a corporation
may indemnify directors and officers, as well as other employees and
individuals, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any such person
in connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article XII of the Registrant's Amended and Restated Certificate of
Incorporation and Article VI of the Registrant's Bylaws provide for
indemnification by the Registrant of its directors and officers to the fullest
extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation
to provide in its certificate of incorporation that a director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant's Amended and Restated Certificate
of Incorporation provides for such limitation of liability.

The Registrant has obtained directors' and officers' insurance providing
indemnification for certain of the Registrant's directors, officers and
employees for certain liabilities.

The Registrant has entered into indemnification agreements with each director
and executive officer which provide indemnification under certain circumstances
for acts and omissions which may not be covered by any directors' and officers'
liability insurance.

Item 7.           Exemption From Registration Claimed

                  Inapplicable.

Item 8.           Exhibits

                  Exhibit
                  Number         Description
                  -------        -----------

                  5.1            Opinion of Orrick, Herrington & Sutcliffe LLP.

                  23.1           Consent of Orrick, Herrington & Sutcliffe
                                 LLP (included in Exhibit 5.1 to this
                                 Registration Statement).

                  23.2           Consent of PricewaterhouseCoopers LLP
                                 (iVillage).

                  23.3           Consent of PricewaterhouseCoopers LLP
                                 (KnowledgeWeb).

                  23.4           Consent of PricewaterhouseCoopers LLP (Online
                                 Psychological Services).

                  23.5           Consent of PricewaterhouseCoopers LLP (Health
                                 ResponseAbility Systems, Inc.).

                  23.4           Consent of PricewaterhouseCoopers LLP (Lamaze
                                 Publishing Company, Inc.).

                  24             Powers of Attorney (included on page 5).

                  99.1           Family Point Inc. Stock Option Plan

Item 9.           Undertakings

         (a)      The undersigned Registrant hereby undertakes:

                                       3
(1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

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

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

                      (iii)    to include any material information with respect
                               to the plan of distribution not previously
                               disclosed in the Registration Statement or any
                               material change to such information in the
                               Registration Statement; provided, however, that
                               paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
                               if the information required to be included in a
                               post-effective amendment by those paragraphs is
                               contained in periodic reports filed with or
                               furnished to the Commission by the Registrant
                               pursuant to Section 13 or Section 15(d) of the
                               Exchange Act that are incorporated by reference
                               in the Registration Statement.

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

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

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

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

                                       4
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York on the 8th of November,
1999.

iVILLAGE INC.
(Registrant)

By: /s/ Candice Carpenter
-------------------------
Candice Carpenter
Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below each severally constitutes and appoints Candice Carpenter and Steven A.
Elkes, and each of them, as true and lawful attorneys-in-fact and agents, with
full powers of substitution and resubstitution, for them in their name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all which said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do, or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                           Capacity                                    Date
         ---------                           --------                                    ----
Co-Chairperson of the Board of Directors and       November 8, 1999
/s/ Candice Carpenter                    Chief Executive Officer
Candice Carpenter                     (Principal Executive Officer)

                               Co-Chairperson of the Board of Directors and
/s/ Nancy Evans                               Editor-in-Chief                     November 8, 1999
Nancy Evans

/s/ Craig T. Monaghan                Chief Financial Officer                      November 8, 1999
Craig T. Monaghan                 (Principal Financial Officer)

                                   Vice President, Controller and Chief
/s/ Scott Levine                          Accounting Officer                      November 8, 1999
Scott Levine                      (Principal Accounting Officer)

/s/ Alan Colner                              Director                             November 8, 1999
Alan Colner

/s/ Jay C. Hoag                              Director                             November 8, 1999
Jay C. Hoag

                                             Director
Habib Kairouz

                                             Director
Lennert J. Leader

/s/ Michael Levy                             Director                             November 8, 1999
Michael Levy

/s/ Douglas McCormick                        Director                             November 8, 1999
Douglas McCormick
5
Signature                           Capacity                                    Date
         ---------                           --------                                    ----
/s/ Daniel Schulman                          Director                             November 8, 1999
Daniel Schulman

                                             Director
Martin Yudkovitz
(a majority of the Board of Directors)

                                       6
EXHIBIT INDEX

Exhibit
Number    Description
------    -----------

5.1       Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1      Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1
          to this Registration Statement).

23.2      Consent of PricewaterhouseCoopers LLP (iVillage).

23.3      Consent of PricewaterhouseCoopers LLP (KnowledgeWeb).

23.4      Consent of PricewaterhouseCoopers LLP (Online Psychological Services)

23.5      Consent of PricewaterhouseCoopers LLP (Health ResponseAbility
          Systems, Inc.).

23.4      Consent of PricewaterhouseCoopers LLP (Lamaze Publishing Company,
          Inc.).

24        Powers of Attorney (included on page 5 of this Registration
          Statement).

99.1      Family Point Inc. Stock Option Plan

                                       7