<PAGE>   1

        As filed with the Securities and Exchange Commission on December 2, 1999
                                                      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                        93-3255692
 (STATE OR OTHER          (PRIMARY STANDARD INDUSTRIAL         (I.R.S. EMPLOYER
 JURISDICTION OF           CLASSIFICATION CODE NUMBER)          IDENTIFICATION
INCORPORATION OR                                                    NUMBER)
 ORGANIZATION)

                       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)

                                 1996 STOCK PLAN
                                 1999 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLANS)

                               STEVEN M. MARKOWITZ
                             CHIEF EXECUTIVE OFFICER
                               MYPOINTS.COM, INC.
                       100 CALIFORNIA STREET, 11TH 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:
                              MARIO M. ROSATI, ESQ.
                          CHRISTOPHER D. MITCHELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]


<PAGE>   2


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------- ---------------------- ------------------ ---------------------- -------------------
                                                                        PROPOSED
                                                                         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>
1996 Stock Plan
Common Stock,  $0.001 par value
(currently outstanding options)(1) .........   373,575 shares        $  0.102902       $    38,441.62         $    10.15
-------------------------------------------- ----------------       ------------       --------------         ----------
1996 Stock Plan
Common Stock, $0.001 par value
(options available for future grant)(2).....   142,881 shares        $  22.40625       $ 3,201,427.41         $   845.18
-------------------------------------------- ----------------       ------------       --------------         ----------
TOTAL 1996 STOCK PLAN SHARES REGISTERED        516,456 SHARES                          $ 3,239,869.03         $   855.33
-------------------------------------------- ----------------       ------------       --------------         ----------
1999 Stock Plan
Common Stock, $0.001 par value
(currently outstanding options)(3)           3,962,509 shares        $  5.450232       $21,596,593.36         $ 5,701.51
-------------------------------------------- ----------------       ------------       --------------         ----------
1999 Stock Plan
Common Stock, $0.001 par value
(options available for future grant)(4)        869,529 shares        $  22.40625       $19,482,884.15         $ 5,143.49
-------------------------------------------- ----------------       ------------       --------------         ----------
TOTAL 1999 STOCK PLAN SHARES REGISTERED      4,832,038 shares                          $41,079,477.51         $10,845.00
-------------------------------------------- ----------------       ------------       --------------         ----------
1999 Employee Stock Purchase Plan
Common Stock, $0.001 par value(5)...........   200,000 shares        $  19.04532       $ 3,809,064.00         $ 1,005.60
-------------------------------------------- ----------------       ------------       --------------         ----------
TOTAL REGISTRATION FEES                                                                                       $12,706.00
-------------------------------------------- ----------------       ------------       --------------         ----------
</TABLE>


(1) The computation is based upon the weighted average exercise price per share
    of $0.102902 as to 373,575 outstanding but unexercised options to purchase
    Common Stock under the 1996 Stock Plan.

(2) The Proposed Maximum Offering Price Per Share has been estimated in
    accordance with Rule 475(h) under the Securities Act of 1933 as to the
    remaining 142,881 shares of Common Stock authorized for issuance pursuant to
    the 1996 Stock Plan, solely for the purpose of calculating the registration
    fee. No options have been granted with respect to such shares. The
    computation is based upon the average of the high and low price of the
    Common Stock as reported on the Nasdaq National Market on November 24, 1999
    because the price at which the options to be granted in the future may be
    exercised is not currently determinable.

(3) The computation is based upon the weighted average exercise price per share
    of $5.450232 as to 3,962,509 outstanding but unexercised options to purchase
    Common Stock under the 1999 Stock Plan.

(4) 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 869,529 shares of Common Stock authorized for issuance pursuant to
    the 1999 Stock Plan, solely for the purpose of calculating the registration
    fee. No options have been granted with respect to such shares. The
    computation is based upon the average of the high and low price of the
    Common Stock as reported on the Nasdaq National Market on November 24, 1999
    because the price at which the options to be granted in the future may be
    exercised is not currently determinable.

(5) The Proposed Maximum Offering Price Per Share has been estimated in
    accordance with Rule 457(h) under the Securities Act of 1933 solely for the
    purpose of calculating the registration fee. The computation is based upon
    85% (see explanation in following sentence) of the average of the high and
    low price of the Common Stock as reported on the Nasdaq National Market on
    November 24, 1999 because the price at which the options to be granted in
    the future may be exercised is not currently determinable. Pursuant to the
    Employee Stock Purchase Plan, which plan is incorporated by reference
    herein, the Purchase Price of a share of Common Stock shall mean an amount
    equal to 85% of the Fair Market Value of a share of Common Stock on the
    Enrollment Date or the Exercise Date, whichever is lower.

<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

        The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

        (a) The audited financial statements for the Registrant's fiscal year
            ended December 31, 1998 contained in the Prospectus, dated August
            19, 1999, filed pursuant to Rule 424(b)(4) under the Securities Act
            of 1933 on August 20, 1999.

        (b) The description of the Common Stock of the Registrant that is
            contained in the Registration Statement on Form 8-A filed pursuant
            to Section 12 of the Exchange Act on August 3, 1999.

        (c) The Registrant's quarterly report on Form 10-Q for the quarter ended
            September 30, 1999.

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

        Mario M. Rosati, a member of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, is a Director and the Secretary of the Registrant.
Wilson Sonsini Goodrich & Rosati is corporate counsel to the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

        The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933
(the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among

                                      II-1
<PAGE>   4


other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature) and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

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

ITEM 9. UNDERTAKINGS.

        (a) The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

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

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

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 an initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-2
<PAGE>   5


                                   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 Palo Alto, State of California on December 1, 1999.


                                            MYPOINTS.COM, INC.


                                            By: /s/ Steven M. Markowitz
                                               ---------------------------------
                                               Steven M. Markowitz
                                               Chief Executive Officer and
                                                 Chairman of the Board

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven M. Markowitz and Thomas P.
Caldwell, 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, 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/ Steven M. Markowitz                       Chief Executive Officer and     December 1, 1999
------------------------------------------    Chairman of the Board
Steven M. Markowitz


/s/ Robert C. Hoyler
------------------------------------------    Director, President and         December 1, 1999
Robert C. Hoyler                              Chief Operating Officer


/s/ Thomas P. Caldwell
------------------------------------------    Senior Vice President,          December 1, 1999
Thomas P. Caldwell                            Finance and Chief Financial
                                              Officer (Principal
                                              Financial and Accounting
                                              Officer)


/s/ Mario M. Rosati
------------------------------------------    Director and Secretary          December 1, 1999
Mario M. Rosati


/s/ Howard L. Morgan
------------------------------------------    Director                        December 1, 1999
Howard L. Morgan


/s/ Thomas Newkirk
------------------------------------------    Director                        December 1, 1999
Thomas Newkirk
</TABLE>


                                      II-3
<PAGE>   6

/s/ Lawrence E. Phillips
------------------------------------------    Director        December 1, 1999
Lawrence E. Phillips


/s/ Lester Wunderman
------------------------------------------    Director        December 1, 1999
Lester Wunderman


                                      II-4
<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>


EXHIBIT NUMBER                EXHIBIT DOCUMENT
--------------  -------------------------------------------------------------
<S>             <C>
   3.1(b)*      Certificate of Incorporation of Registrant

   3.2(b)*      Bylaws of Registrant

   10.2*        1996 Stock Plan

   10.3*        1999 Stock Plan

   10.4*        1999 Employee Stock Purchase Plan

   5.1          Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation, as to the legality of securities being registered
                (Counsel to the Registrant)

   23.1         Consent of PricewaterhouseCoopers LLP (Independent Accountants)

   23.3         Consent of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation (contained in Exhibit 5.1 hereto)

   24.1         Power of Attorney (see page II-3)
</TABLE>

----------

* Incorporated by reference to the Company's Registration Statement on Form S-1
  (File No. 333-75523), effective August 19, 1999.

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19903}]
{"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": "333-91965", "film-number": "99767806"}, "business-address": {"street1": "505 COMMERCIAL ST 4TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94602", "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 December 2, 1999
                                                      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                        93-3255692
 (STATE OR OTHER          (PRIMARY STANDARD INDUSTRIAL         (I.R.S. EMPLOYER
 JURISDICTION OF           CLASSIFICATION CODE NUMBER)          IDENTIFICATION
INCORPORATION OR                                                    NUMBER)
 ORGANIZATION)

                       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)

                                 1996 STOCK PLAN
                                 1999 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLANS)

                               STEVEN M. MARKOWITZ
                             CHIEF EXECUTIVE OFFICER
                               MYPOINTS.COM, INC.
                       100 CALIFORNIA STREET, 11TH 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:
                              MARIO M. ROSATI, ESQ.
                          CHRISTOPHER D. MITCHELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
2

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------- ---------------------- ------------------ ---------------------- -------------------
                                                                        PROPOSED
                                                                         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
-------------------------------------------- ---------------------- ------------------ ---------------------- -------------------
1996 Stock Plan
Common Stock,  $0.001 par value
(currently outstanding options)(1) .........   373,575 shares        $  0.102902       $    38,441.62         $    10.15
-------------------------------------------- ----------------       ------------       --------------         ----------
1996 Stock Plan
Common Stock, $0.001 par value
(options available for future grant)(2).....   142,881 shares        $  22.40625       $ 3,201,427.41         $   845.18
-------------------------------------------- ----------------       ------------       --------------         ----------
TOTAL 1996 STOCK PLAN SHARES REGISTERED        516,456 SHARES                          $ 3,239,869.03         $   855.33
-------------------------------------------- ----------------       ------------       --------------         ----------
1999 Stock Plan
Common Stock, $0.001 par value
(currently outstanding options)(3)           3,962,509 shares        $  5.450232       $21,596,593.36         $ 5,701.51
-------------------------------------------- ----------------       ------------       --------------         ----------
1999 Stock Plan
Common Stock, $0.001 par value
(options available for future grant)(4)        869,529 shares        $  22.40625       $19,482,884.15         $ 5,143.49
-------------------------------------------- ----------------       ------------       --------------         ----------
TOTAL 1999 STOCK PLAN SHARES REGISTERED      4,832,038 shares                          $41,079,477.51         $10,845.00
-------------------------------------------- ----------------       ------------       --------------         ----------
1999 Employee Stock Purchase Plan
Common Stock, $0.001 par value(5)...........   200,000 shares        $  19.04532       $ 3,809,064.00         $ 1,005.60
-------------------------------------------- ----------------       ------------       --------------         ----------
TOTAL REGISTRATION FEES                                                                                       $12,706.00
-------------------------------------------- ----------------       ------------       --------------         ----------
(1) The computation is based upon the weighted average exercise price per share
    of $0.102902 as to 373,575 outstanding but unexercised options to purchase
    Common Stock under the 1996 Stock Plan.

(2) The Proposed Maximum Offering Price Per Share has been estimated in
    accordance with Rule 475(h) under the Securities Act of 1933 as to the
    remaining 142,881 shares of Common Stock authorized for issuance pursuant to
    the 1996 Stock Plan, solely for the purpose of calculating the registration
    fee. No options have been granted with respect to such shares. The
    computation is based upon the average of the high and low price of the
    Common Stock as reported on the Nasdaq National Market on November 24, 1999
    because the price at which the options to be granted in the future may be
    exercised is not currently determinable.

(3) The computation is based upon the weighted average exercise price per share
    of $5.450232 as to 3,962,509 outstanding but unexercised options to purchase
    Common Stock under the 1999 Stock Plan.

(4) 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 869,529 shares of Common Stock authorized for issuance pursuant to
    the 1999 Stock Plan, solely for the purpose of calculating the registration
    fee. No options have been granted with respect to such shares. The
    computation is based upon the average of the high and low price of the
    Common Stock as reported on the Nasdaq National Market on November 24, 1999
    because the price at which the options to be granted in the future may be
    exercised is not currently determinable.

(5) The Proposed Maximum Offering Price Per Share has been estimated in
    accordance with Rule 457(h) under the Securities Act of 1933 solely for the
    purpose of calculating the registration fee. The computation is based upon
    85% (see explanation in following sentence) of the average of the high and
    low price of the Common Stock as reported on the Nasdaq National Market on
    November 24, 1999 because the price at which the options to be granted in
    the future may be exercised is not currently determinable. Pursuant to the
    Employee Stock Purchase Plan, which plan is incorporated by reference
    herein, the Purchase Price of a share of Common Stock shall mean an amount
    equal to 85% of the Fair Market Value of a share of Common Stock on the
    Enrollment Date or the Exercise Date, whichever is lower.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

        The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

        (a) The audited financial statements for the Registrant's fiscal year
            ended December 31, 1998 contained in the Prospectus, dated August
            19, 1999, filed pursuant to Rule 424(b)(4) under the Securities Act
            of 1933 on August 20, 1999.

        (b) The description of the Common Stock of the Registrant that is
            contained in the Registration Statement on Form 8-A filed pursuant
            to Section 12 of the Exchange Act on August 3, 1999.

        (c) The Registrant's quarterly report on Form 10-Q for the quarter ended
            September 30, 1999.

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

        Mario M. Rosati, a member of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, is a Director and the Secretary of the Registrant.
Wilson Sonsini Goodrich & Rosati is corporate counsel to the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

        The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933
(the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among

                                      II-1
4

other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature) and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

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

ITEM 9. UNDERTAKINGS.

        (a) The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

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

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

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 an initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-2
5

                                   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 Palo Alto, State of California on December 1, 1999.

                                            MYPOINTS.COM, INC.

                                            By: /s/ Steven M. Markowitz
                                               ---------------------------------
                                               Steven M. Markowitz
                                               Chief Executive Officer and
                                                 Chairman of the Board

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven M. Markowitz and Thomas P.
Caldwell, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                               TITLE                      DATE
------------------------------------------    ---------------------------     ----------------
/s/ Steven M. Markowitz                       Chief Executive Officer and     December 1, 1999
------------------------------------------    Chairman of the Board
Steven M. Markowitz

/s/ Robert C. Hoyler
------------------------------------------    Director, President and         December 1, 1999
Robert C. Hoyler                              Chief Operating Officer

/s/ Thomas P. Caldwell
------------------------------------------    Senior Vice President,          December 1, 1999
Thomas P. Caldwell                            Finance and Chief Financial
                                              Officer (Principal
                                              Financial and Accounting
                                              Officer)

/s/ Mario M. Rosati
------------------------------------------    Director and Secretary          December 1, 1999
Mario M. Rosati

/s/ Howard L. Morgan
------------------------------------------    Director                        December 1, 1999
Howard L. Morgan

/s/ Thomas Newkirk
------------------------------------------    Director                        December 1, 1999
Thomas Newkirk
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6

/s/ Lawrence E. Phillips
------------------------------------------    Director        December 1, 1999
Lawrence E. Phillips

/s/ Lester Wunderman
------------------------------------------    Director        December 1, 1999
Lester Wunderman

                                      II-4
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                                INDEX TO EXHIBITS
EXHIBIT NUMBER                EXHIBIT DOCUMENT
--------------  -------------------------------------------------------------
3.1(b)*      Certificate of Incorporation of Registrant

   3.2(b)*      Bylaws of Registrant

   10.2*        1996 Stock Plan

   10.3*        1999 Stock Plan

   10.4*        1999 Employee Stock Purchase Plan

   5.1          Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation, as to the legality of securities being registered
                (Counsel to the Registrant)

   23.1         Consent of PricewaterhouseCoopers LLP (Independent Accountants)

   23.3         Consent of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation (contained in Exhibit 5.1 hereto)

   24.1         Power of Attorney (see page II-3)
----------

* Incorporated by reference to the Company's Registration Statement on Form S-1
  (File No. 333-75523), effective August 19, 1999.

                                      II-5