<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1999
                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              WEBTRENDS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               OREGON                                    93-1123283
  (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER IDENTIFICATION NO.)
  INCORPORATION OR ORGANIZATION)

                        851 S.W. SIXTH AVENUE, SUITE 1200
                             PORTLAND, OREGON 97204
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

          WEBTRENDS CORPORATION 1997 STOCK INCENTIVE COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                                 SUSAN E. KIPPER
                              LAWCO OF OREGON, INC.
                        1211 SW FIFTH AVENUE, SUITE 1500
                             PORTLAND, OREGON 97204
                                 (503) 727-2000
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                             ----------------------
                                    COPY TO:

                                  ROY W. TUCKER
                                PERKINS COIE LLP
                        1211 SW FIFTH AVENUE, SUITE 1500
                             PORTLAND, OREGON 97204

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================
                                                   Proposed     Proposed 
                                                   Maximum      Maximum
      Title of Securities          Number to Be    Offering     Aggregate         Amount of
        to Be Registered            Registered     Price(1)   Offering Price   Registration Fee
<S>                                   <C>           <C>         <C>                <C>    
Common Stock, without par value:      37,678        $47.81      $1,801,385         $501.00
===============================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The
     price per share is the average of the high and low prices
     for shares of Common Stock reported on Nasdaq on April 20, 1999.

                                EXPLANATORY NOTES

    We have prepared this registration statement in accordance with the
requirements of Form S-8 under the 1933 Act to register shares of our common
stock, without par value, issued pursuant to the WebTrends Corporation 1997
Stock Incentive Compensation Plan, which is an "employee benefit plan" (as such
item is defined under the 1933 Act). This Form S-8 includes a Reoffer Prospectus
prepared in accordance with Part I of Form S-3 under the 1933 Act. The Reoffer
Prospectus may be utilized for reofferings and resales of up to 37,678 shares of
common stock acquired by Selling Stockholders pursuant to the WebTrends
Corporation 1997 Stock Incentive Compensation Plan.

    This registration statement incorporates by reference our earlier
registration statement on Form S-8, file number 333-72653, filed on February 19,
1999.


<PAGE>   2



                              DATED APRIL 23, 1999



                                   PROSPECTUS



                          37,678 SHARES OF COMMON STOCK



             ON APRIL 20, 1999 THE CLOSING PRICE OF THE COMMON STOCK
                   AS REPORTED BY NASDAQ WAS $52.00 PER SHARE



                              WEBTRENDS CORPORATION



The Selling Shareholders are selling 37,678 shares of WebTrends' common stock
that were issued pursuant to the WebTrends Corporation 1997 Stock Incentive
Compensation Plan. WebTrends will not receive any of the proceeds from the sale
of shares by the Selling Shareholders.



                                 TRADING SYMBOL:
                          NASDAQ NATIONAL MARKET "WEBT"



 INVESTING IN THIS STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.



        Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.




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<PAGE>   3



                    WHERE YOU MAY FIND ADDITIONAL INFORMATION

        WebTrends files with the Securities and Exchange Commission annual,
quarterly and special reports, proxy statements and other information as
required by the Securities and Exchange Act of 1934, as amended, that may be
inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Securities and Exchange Commission's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies may be
obtained at the prescribed rates from the Public Reference Section of the
Securities and Exchange Commission at its principal office in Washington, D.C.
The Securities and Exchange Commission also maintains a Web site on the Internet
that contains reports, proxy and information statements, and other information
regarding registrants, including WebTrends, that file electronically with the
Securities and Exchange Commission at http://www.sec.gov.

        Statements contained in this prospectus concerning the provisions of
documents are necessarily summaries of the material provisions of such documents
and each statement is qualified by reference to the copy of the applicable
document filed with the Securities and Exchange Commission.

        WebTrends intends to furnish its shareholders with annual reports
containing audited financial statements and an opinion thereon expressed by
independent auditors and may furnish its shareholders with quarterly reports for
the first three quarters of each fiscal year containing unaudited summary
financial information.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows WebTrends to "incorporate by reference" information into
this prospectus, which means that WebTrends can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus
except for any information superseded by information in this prospectus.

        The following documents filed with the SEC are hereby incorporated by
reference in this Registration Statement:

               (a)    The Registrant's prospectus filed with the Securities and
Exchange Commission on February 19, 1999 pursuant to Rule 424(b) of the
Securities Act of 1933, as amended; and

               (b)    The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed on December 28, 1998, under
Section 12(g) of the Securities Exchange Act of 1934, as amended, including any
amendments or reports for the purpose of updating such description.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment, that indicates that the securities offered hereby
have been sold or that deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

        WebTrends will provide without charge to each person to whom a copy of
this prospectus is delivered upon oral or written request a copy of any or all
documents incorporated by reference into this prospectus (excluding exhibits
unless the exhibits are specifically incorporated by reference into the
information the prospectus incorporates). Requests should be directed to the
controller of WebTrends at WebTrends' executive offices located at 851 S.W.
Sixth Avenue, Suite 1200, Portland, Oregon 97204. WebTrends' telephone number at
that location is 1-888-WebTrends (1-888-932-8736) and our Web site is located at
http://www.webtrends.com. Information contained in WebTrends Web site is not
part of this prospectus.




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<PAGE>   4



                              WEBTRENDS CORPORATION

        WebTrends Corporation is a leading provider of enterprise management and
reporting solutions for Internet-based systems. Internet-based systems include
Web servers, intranets, and extranets. Web servers are the computer servers that
connect to the Internet's Worldwide Web. Intranets are networks that use
Internet technology for communications within an organization. Extranets are
networks that use Internet technology for communications between related
organizations.

        We offer organizations a comprehensive set of solutions that are
integrated, modular, easy-to-use, and scale to high-volume environments. Our
enterprise management products facilitate analysis and reporting of:

        - Web site traffic, quality, content, and usage,
        - Internet advertising campaigns,
        - e-commerce activities, and
        - return on investment from Internet-based systems.

        Our solutions also help organizations manage their Internet
infrastructure by providing valuable information about systems designed to
implement secure communications, such as firewalls and virtual private networks,
as well as capacity and bandwidth requirements. Our products have been
specifically designed to enable organizations to centrally manage and administer
multiple Internet-based systems across the enterprise regardless of the quantity
or geographic locations of servers supporting those systems.

        Our business has grown rapidly, with revenue increasing from $1.9
million in 1996 to $8.0 million for the year ended December 31, 1998. We have
been profitable throughout this period. Since the introduction of our original
Web site traffic analysis product in 1996, we have introduced eight new
products:

        - WebTrends Enterprise Suite,
        - WebTrends Professional Suite,
        - WebTrends Suite for Lotus Domino,
        - WebTrends for Firewalls and VPNs,
        - Server Cluster Add-on,
        - WebTrends Security Analyzer,
        - WebTrends Enterprise Reporting Server for Solaris, and
        - WebTrends Enterprise Reporting Server for Linux,

        We plan to introduce one additional product, CommerceTrends Add-on, by
June 1999. The acronym "VPNs" in the name of the product Webtrends for Firewalls
and VPNs stands for virtual private networks which are networks that use
security features to provide the attributes of a private communications network
while transporting information over the public Internet.

        We market and deliver our award-winning products to both IT
professionals and other business managers. Over 20,000 customers have purchased
our products, including sophisticated Internet service providers and over
one-third of the Fortune 500 companies.




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<PAGE>   5



                                  RISK FACTORS

        In addition to the other information contained in this prospectus, you
should carefully read and consider the following risk factors before purchasing
our common stock.
Investment in our common stock involves a high degree of risk.

WEBTRENDS HAS A LIMITED OPERATING HISTORY AND MAY NOT REMAIN PROFITABLE

        WebTrends was formed in August 1993, and we introduced our first
Internet product in February 1996. Due to our limited operating history, any
evaluation of our business and our prospects must be in light of the risks and
uncertainties often encountered by companies in their early stages of
development. These risks and uncertainties are particularly significant for
companies in rapidly evolving markets, such as the market for Internet products
and services. Many of these risks are discussed under the sub-headings below.

        We may not be able to successfully address any or all of these risks.
Failure to adequately do so could have a material adverse effect on our
business, results of operations, and financial condition. In addition, although
our revenue has increased in recent periods while we maintained profitability,
our revenue may not grow in future periods, may not grow at past rates, and we
may not maintain profitability on a quarterly or annual basis, or at all.

SEASONAL AND OTHER FLUCTUATIONS IN OUR OPERATING RESULTS MAY MAKE IT DIFFICULT
TO PREDICT OUR FUTURE PERFORMANCE AND MAY RESULT IN VOLATILITY IN THE MARKET
PRICE OF OUR OWN COMMON STOCK

        During our short operating history, we have experienced seasonality in
our operating results. While revenue from sales has continued to grow, the
second and third quarters of the year have been typically characterized by lower
levels of revenue growth. In addition to seasonal fluctuations, we may
experience significant fluctuations in our operating results from other causes.
In particular, as we increasingly focus on sales of our product suites rather
than stand-alone products and on larger purchases by larger customers, we expect
the sales cycle associated with the purchase of our products to lengthen.
Furthermore, the amount of revenue associated with particular licenses can vary
significantly based upon the number of products that are licensed and the number
of devices involved in the installation. These factors all tend to make the
timing of revenue unpredictable and may lead to greater period-to-period
fluctuations in revenue than WebTrends has historically experienced.

        As a result of the factors described above, we believe that our
quarterly revenue and results from operations are likely to vary significantly
in the future and that quarter to quarter comparisons of our operating results
may not be meaningful. You should therefore not rely on the results of one
quarter as an indication of future performance.

WE MAY NOT BE ABLE TO DEVELOP ACCEPTABLE NEW PRODUCTS OR ENHANCEMENTS TO OUR
EXISTING PRODUCTS AT THE RATE REQUIRED BY OUR RAPIDLY CHANGING MARKET

        Our future success depends upon our ability to address the rapidly
changing needs of our customers by developing and introducing high quality
products, product enhancements, and services on a timely basis and by keeping
pace with technological developments and emerging industry standards. The market
for our products is in the early stages of development and is rapidly evolving.
Failure to develop and release enhanced or new products, or delays or quality
problems in doing so, could have a material adverse effect on our business,
results of operations, and financial condition. As is common in such new and
rapidly evolving industries, demand and market acceptance for recently
introduced products are subject to high levels of uncertainty and risk.




                                       5
<PAGE>   6

Furthermore, new products can quickly render obsolete products that were only
recently in high demand. The market for our existing products may not be
sustainable at its current level. We launched several new products in calendar
1998 and the first quarter of 1999. We have an additional product launch, as
well as upgrades to our existing products, planned for the remainder of 1999.
The market for the recently introduced and planned products may not expand or
develop.

THE INTENSE COMPETITION IN OUR MARKETS MAY LEAD TO REDUCED SALES OF OUR PRODUCTS
AND REDUCED PROFITS

        The markets for our products are intensely competitive, and are likely
to become even more competitive. Increased competition could result in pricing
pressures, reduced sales, reduced margins, or the failure of our products to
achieve or maintain market acceptance, any of which could have a material
adverse effect on our business, results of operations, and financial condition.
Each of WebTrends' products face intense competition from multiple competing
vendors. WebTrends also faces current and potential competition from vendors of
Internet servers, operating systems, and networking hardware, many of which now,
or may in the future, bundle Internet management solutions with their Internet
products. WebTrends also competes against and expects increased competition from
traditional system and network management software developers and Web management
service providers. Many of our current and potential competitors have longer
operating histories, greater name recognition, access to larger customer bases,
or substantially greater resources than we have. As a result, they may be able
to respond more quickly than we can to new or changing opportunities,
technologies, standards, or customer requirements. For all of the foregoing
reasons, we may not be able to compete successfully against our current and
future competitors.

OUR SUCCESS DEPENDS ON INCREASING MARKET AWARENESS OF OUR BRAND

        If we fail to successfully promote our brand name or if we incur
significant expenses promoting and maintaining our brand name, it could have a
material adverse effect on our business, results of operations, and financial
condition. Due in part to the emerging nature of the market for Internet
management solutions and the substantial resources available to many of our
competitors, there may be a time-limited opportunity to achieve and maintain a
significant market share. Developing and maintaining awareness of the
"WebTrends" brand name is critical to achieving widespread acceptance of our
enterprise management and reporting solutions. Furthermore, the importance of
brand recognition will increase as competition in the market for our products
increases. Successfully promoting and positioning the WebTrends brand will
depend largely on the effectiveness of our marketing efforts and our ability to
develop reliable and useful products at competitive prices. Therefore, we may
need to increase our financial commitment to creating and maintaining brand
awareness among potential customers.

FAILURE TO EXPAND OUR SALES OPERATIONS AND CHANNELS OF DISTRIBUTION WOULD LIMIT
OUR GROWTH

        In order to maintain and increase our current and future market share
and revenue, we will need to expand our direct and indirect sales operations and
channels of distribution. Failure to do so could have a material adverse effect
on our business, results of operations, and financial condition. We need to
expand our relationships with domestic and international channel partners,
distributors, value-added resellers, systems integrators, on-line and other
resellers, Internet service providers, original equipment manufacturers, and
other partners to build our indirect sales channel. We must also continue to
expand and maintain strategic relationships with key hardware and software
vendors, distribution partners, and customers. In addition, to maintain and
increase our results from operations, we must increase the number of products
that each of our customers licenses. This may require an increasingly
sophisticated sales effort targeted at Webmasters, other management personnel
associated with a prospective customer's Internet capabilities, and other
functional managers throughout the organization. In order to achieve increased
sales, we plan to hire additional telemarketing and direct field sales
personnel. Any new hires will require training and take time to achieve full



                                       6
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productivity. We may not be able to hire enough qualified individuals when
needed, or at all, and we may not be able to increase distribution through any
other methods.

OUR RELIANCE ON INDIRECT DISTRIBUTION CHANNELS COULD RESULT IN REDUCTION IN OUR
REVENUE, BECAUSE WE HAVE LESS CONTROL OVER SALES BY OUR CHANNEL PARTNERS THAN
OUR OWN DIRECT SALES

        We are making an effort to increase distribution of our products through
various indirect channels of distribution, including channel partners, value
added resellers, distributors, resellers, original equipment manufacturers,
Internet service providers, and others. The loss of one or more of these channel
partners, because of either their preference for competing products or products
they may develop internally, could have a material adverse effect on our
business, results of operations, and financial condition. In addition, we cannot
predict the extent to which any of these channel partners will be successful in
marketing or distributing our Internet management solutions. Many of these
channel partners also market and sell competitive products. We may not be able
to effectively manage potential conflicts among the various channel partners or
prevent them from devoting greater resources to supporting the products of other
companies. In addition, Network Trade Corporation, a third-party export
management company, has the primary responsibility for identifying international
distributors, resellers, and value added resellers for our products.
Accordingly, any disruption in our relationship with Network Trade, which may be
terminated by either party with 30 days' notice, could materially slow our
international sales growth, which could have a material adverse effect on our
business, results of operations, and financial condition.

        Reliance on indirect channels of distribution may subject us to greater
credit risk as the revenue from sales of our products to distributors and other
channel partners flows first through the distributors, and then to us. In
particular, Network Trade, while not technically a distributor, collects
payments from our international resellers and then forwards those payments to
us, presenting a similarly increased credit risk. Revenues received from Network
Trade accounted for 16.7% of our total revenue for the year ended December 31,
1998. Failure of our channel providers to timely pay for our products, or any
failure to accurately forecast the demand for our products, could have a
material adverse effect on our business, results of operations, and financial
condition.

THE LOSS OF OUR CO-FOUNDERS OR OTHER KEY PERSONNEL OR OUR FAILURE TO ATTRACT
ADDITIONAL PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS AND DECREASE THE VALUE
OF YOUR INVESTMENT

        Our success depends largely upon the continued services of our executive
officers and other key management and development personnel. The loss of the
services of one or more of our executive officers, engineering personnel, or
other key employees could have a material adverse effect on our business,
results of operations, and financial condition. In particular, we rely on our
co-founders, Elijahu Shapira, Chief Executive Officer and Chairman of the Board,
and W. Glen Boyd, President, Chief Technical Officer, and director. Messrs.
Shapira and Boyd do not have employment agreements and, therefore, could
terminate their employment with us at any time without penalty. We do not
maintain key person life insurance policies on any of our employees. In
addition, because of the complexity of our products and technologies, we are
substantially dependent upon the continued service of our existing engineering
personnel.

        Our future success also depends on our ability to attract and retain
highly qualified personnel. We may not be successful in attracting or retaining
qualified personnel, which could have a material adverse effect on our business,
results of operations, and financial condition. We intend to hire a number of
additional sales, support, marketing, and research and development personnel.
The competition for qualified personnel in the computer software and Internet
markets is intense, and we may be unable to attract, assimilate, or retain
additional highly qualified personnel in the future. Additionally, we attempt to
hire engineers with high levels of experience in designing and developing
software and Internet-related products in time-pressured environments. There is
a limited number of qualified engineers in our geographic location, resulting in
intense competition for the services



                                       7
<PAGE>   8

of such engineers.

THE STRAIN THAT OUR GROWTH RATE PLACES UPON OUR SYSTEMS AND MANAGEMENT RESOURCES
MAY ADVERSELY AFFECT OUR BUSINESS AND DECREASE THE VALUE OF YOUR INVESTMENT

        Any failure to properly manage our growth could have a material adverse
effect on our business, results of operations, and financial condition. The
rapid growth that we have experienced places significant challenges on our
management, administrative, and operational resources. To properly manage this
growth, we must, among other things, implement and improve additional and
existing administrative, financial, and operational systems, procedures, and
controls on a timely basis. We will also need to expand our finance,
administrative, and operations staff. We may not be able to complete the
necessary improvements to our systems, procedures, and controls necessary to
support our future operations in a timely manner. Management may not be able to
hire, train, retain, motivate, and manage required personnel and may not be able
to successfully identify, manage, and exploit existing and potential market
opportunities. In connection with our expansion, we plan to increase our
operating expenses to expand our sales and marketing operations, develop new
distribution channels, fund greater levels of research and development, broaden
professional services and support, and improve operational and financial
systems. Failure of our revenue to increase along with these expenses during any
fiscal period could have a materially adverse impact on our financial results
for that period.

WEBTRENDS' INTERNATIONAL SALES ARE SIGNIFICANT AND COULD DECREASE FOR REASONS
ADDITIONAL TO THOSE AFFECTING DOMESTIC SALES

        Approximately 22.0% and 27.5% of our total revenue for the years ended
December 31, 1997 and December 31, 1998, respectively, were attributable to
sales made outside the United States. Any reduction in international sales, or
our failure to further develop our international distribution channels could
have a material adverse effect on our business, results of operations, and
financial condition.

        Our international operations are subject to the risks inherent in
international business activities, including, in particular:

        - Management of an organization spread over various countries;

        - Longer accounts receivable payment cycles and other collection
          difficulties, such as difficulties obtaining and enforcing judgments
          against delinquent customers;

        - Compliance with a variety of foreign laws and regulations;

        - Overlap of different tax structures;

        - Foreign currency exchange rate fluctuations;

        - Import and export licensing requirements;

        - Trade restrictions, changes in tariffs, and freight rates; and

        - Regional economic conditions.

        Such factors could have a material adverse effect on our future
international sales and, consequently, our business, results of operations, and
financial condition.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY



                                       8
<PAGE>   9

        We regard substantial elements of our Internet management solutions as
proprietary and attempt to protect them by relying on patent, trademark, service
mark, trade dress, copyright, and trade secret laws and restrictions, as well as
confidentiality procedures and contractual provisions. Any steps we take to
protect our intellectual property may be inadequate, time consuming, and
expensive. Furthermore, despite our efforts, we may be unable to prevent
third-parties from infringing upon or misappropriating our intellectual
property. Any such infringement or misappropriation could have a material
adverse effect on our business, results of operations, and financial condition.
We currently have no issued patents. We have two patent applications pending.
These or any new patent applications may not result in issued patents and may
not provide us with any competitive advantages, or may be challenged by third
parties. Legal standards relating to the validity, enforceability, and scope of
protection of intellectual property rights in Internet-related industries are
uncertain and still evolving, and the future viability or value of any of our
intellectual property rights is uncertain. Effective trademark, copyright, and
trade secret protection may not be available in every country in which our
products are distributed or made available through the Internet. Furthermore,
our competitors may independently develop similar technology that substantially
limits the value of our intellectual property.

OTHERS MAY BRING INFRINGEMENT CLAIMS AGAINST US

        In addition to the technology we have developed internally, we also use
code libraries developed and maintained by third parties and have acquired or
licensed technologies from other companies. Our internally developed technology,
the code libraries, or the technology we acquired or licensed may infringe on a
third party's intellectual property rights and such third parties may bring
claims against us alleging infringement of their intellectual property rights.
Any such infringement or claim of infringement could have a material adverse
affect on our business, result of operations, and financial condition.

        In recent years, there has been significant litigation in the United
States involving patents and other intellectual property rights. We are not
currently involved in any intellectual property litigation. We may, however, be
a party to litigation in the future to protect our intellectual property or as a
result of an alleged infringement of others' intellectual property. Such claims
and any resulting litigation could subject us to significant liability for
damages and invalidation of our proprietary rights. Such litigation, regardless
of its success, would likely be time-consuming and expensive to defend and would
divert management time and attention. Any potential intellectual property
litigation could also force us to do one or more of the following:

        - Cease selling, incorporating, or using products or services that
          incorporate the challenged intellectual property;

        - Obtain from the holder of the infringed intellectual property right a
          license to sell or use the relevant technology, which license may not
          be available on reasonable terms, or at all; and

        - Redesign those products or services that incorporate such technology.

        Any of these results could have a material adverse effect on our
business, results of operations, and financial condition.

EVOLVING REGULATION OF THE INTERNET MAY AFFECT US ADVERSELY

        As Internet commerce continues to evolve, increasing regulation by
federal, state, or foreign agencies becomes more likely. Such regulation is
likely in the areas of user privacy, pricing, content, and quality of products
and services. Taxation of Internet use, or other charges imposed by government
agencies or by private organizations for accessing the Internet, may also be
imposed. Laws and regulations applying to the solicitation, collection, or
processing of personal or consumer information could affect our activities.
Furthermore, any regulation imposing fees for Internet use could result in a
decline in the use of the Internet and the viability of Internet commerce, which
could have a material adverse effect on our business, results of operations, and



                                       9
<PAGE>   10

financial condition.

PRODUCT DEFECTS COULD LEAD TO LOSS OF CUSTOMERS AND TO PRODUCT LIABILITY CLAIMS
THAT WOULD REQUIRE CONSIDERABLE EFFORT AND EXPENSE TO DEFEND

        The occurrence of errors or failures in our products could result in
adverse publicity, loss of or delay in market acceptance, or claims by customers
against us, any of which could have a material adverse effect on our business,
results of operations, and financial condition. Our products are used to monitor
the activity levels of our customers' Internet sites, to provide real-time
monitoring of firewalls, and to provide real-time monitoring, alerting, and
recovery of Internet servers. These and other functions that our products
provide are often critical to our customers, especially in light of the
considerable resources many organizations spend on the development and
maintenance of their Web sites.

        Additionally, our security products often contribute to vital protection
of a company's internal systems and information. Our end-user licenses contain
provisions that limit our exposure to product liability claims, but these
provisions may not be enforceable in all jurisdictions. Additionally, we
maintain limited products liability insurance. To the extent our contractual
limitations are unenforceable or such claims are not covered by insurance, a
successful products liability claim could have a material adverse effect on our
business, results of operations, and financial condition.

        Our products and product enhancements are very complex and may from time
to time contain errors or result in failures that we did not detect or
anticipate when introducing such products or enhancements to the market. The
computer hardware environment is characterized by a wide variety of non-standard
configurations that make pre-release testing for programming or compatibility
errors very difficult and time consuming. Despite our testing, errors may still
be discovered in some new products or enhancements after the products or
enhancements are delivered to customers.

SOME OF OUR PRODUCTS MAY NOT BE YEAR 2000 COMPLIANT, WHICH COULD RESULT IN
CUSTOMER DISSATISFACTION OR CLAIMS AGAINST US

        Failure of our products to be year 2000 compliant could result in
significant decreases in market acceptance of our products and legal liability
for defective software, either of which would have a material adverse effect on
our business, results of operations, and financial condition. We have not tested
our products in every possible computer environment, and therefore such products
may not be fully year 2000 compliant. Older versions of our products may not be
year 2000 compliant; however, corrections for such non-compliance are available.
We have not tested for year 2000 compliance discontinued products that we no
longer market that run on Novell systems, some of which remain in use.
These discontinued products may not be year 2000 compliant.

        If our suppliers, vendors, major distributors, and partners fail to
correct their year 2000 problems, such failure could result in an interruption
in, or a failure of, our normal business activities or operations. Such failures
could have a material adverse effect on our business, results of operations, and
financial condition. Due to the general uncertainty inherent in the year 2000
problem resulting from the uncertainty of the year 2000 readiness of third-party
suppliers and vendors, we are unable to determine at this time whether the
consequences of the year 2000 failures will have a material effect on our
business, results of operations, and financial condition.

OUR SUCCESS DEPENDS ON CONTINUED USE AND EXPANSION OF THE INTERNET

        Continued expansion in the sales of our Internet management solutions
will depend upon the adoption of the Internet as a widely used medium for
commerce and communication. If the Internet does not continue to become a
widespread communications medium and commercial marketplace, the demand for our
Internet



                                       10
<PAGE>   11

management solutions could be significantly reduced, which could have a material
adverse effect on our business, results of operations, and financial condition.
The Internet may not prove to be a viable commercial marketplace because of
inadequate development of the necessary infrastructure, such as a reliable
network backbone, or timely development of complementary products, such as high
speed modems. The Internet infrastructure may not be able to support the demands
placed on it by continued growth. Additionally, the Internet could lose its
viability due to delays in the development or adoption of new standards and
protocols to handle increased levels of Internet activity, security,
reliability, cost, ease of use, accessibility, and quality of service.

OUR SALES MAY DECLINE IF WE ARE UNABLE TO ADAPT OUR PRODUCTS TO CHANGES IN
INTERNET TECHNOLOGY

        Even if the infrastructure, standards, or protocols of the Internet, or
complementary services, products, or facilities are developed, we may be
required to make significant expenditures to adapt our products to the changing
or emerging technologies. For example, if the format of Internet log files were
to change, our solutions for traffic analysis may not function as designed, and
we may incur significant expenses in developing new products that would be
compatible with the new format. We may not be successful in either developing
such software or timely introducing it to the market. Any such changes in
technology could have a material adverse effect on our business, results of
operations, and financial condition.

BECAUSE OWNERSHIP IS CONCENTRATED, YOU AND OTHER INVESTORS WILL HAVE MINIMAL
INFLUENCE ON SHAREHOLDER DECISIONS

        Our officers and directors beneficially own 64% of the outstanding
common stock. As a result, they are able to exercise control over all matters
requiring shareholder approval, and you and other investors will have minimal
influence over the election of directors or other shareholder actions. As a
result, these shareholders could approve or cause WebTrends to take actions of
which you disapprove or that are contrary to the interests of you and other
investors. Our articles of incorporation and bylaws do not provide for
cumulative voting; therefore, our controlling shareholders will have the ability
to elect all of our directors. The controlling shareholders will also have the
ability to approve or disapprove significant corporate transactions without
further vote by the investors who purchase common stock pursuant to this
offering. This ability to exercise control over all matters requiring
shareholder approval could prevent or significantly delay another company or
person from acquiring or merging with us.

OUR ANTI-TAKEOVER PROVISIONS AND PREFERRED STOCK MAY REDUCE THE MARKET PRICE OF
OUR COMMON STOCK

        Provisions of our articles of incorporation and bylaws may have the
effect of delaying or preventing a merger or sale of WebTrends, or making a
merger or acquisition less desirable to a potential acquirer, even where
shareholders may consider the acquisition or merger favorable.

        The issuance of preferred stock may have the effect of delaying,
deferring, or preventing a change in control without further action by the
shareholders. Any such issuance may materially adversely affect the market price
of the common stock and the voting rights of the holders of common stock. The
issuance of preferred stock may also result in the loss of the voting control of
holders of common stock to the holders of the preferred stock.

        Provisions of the Oregon Business Corporation Act and the Control Share
Act also may delay, prevent, or discourage someone from acquiring or merging
with us.

THE MARKET PRICE FOR OUR COMMON STOCK, LIKE OTHER TECHNOLOGY STOCKS, MAY BE
VOLATILE



                                       11
<PAGE>   12

        The value of your investment in WebTrends could decline due to the
impact of any of the following factors upon the market price of WebTrends common
stock:

        - Variations in our actual and anticipated operating results;

        - Changes in our earnings estimates by analysts;

        - Our failure to meet analysts' performance expectations; and

        - Lack of liquidity.

        The stock markets have, in general, and with respect to Internet
companies in particular, recently experienced stock price and volume volatility
that has affected companies' stock prices. The stock markets may continue to
experience volatility that may adversely affect the market price of our common
stock.

        Stock prices for many companies in the technology and emerging growth
sector have experienced wide fluctuations that have often been unrelated to the
operating performance of such companies. Fluctuations such as these may affect
the market price of our common stock.

SIGNIFICANT FLUCTUATION IN THE MARKET PRICE OF OUR COMMON STOCK COULD RESULT IN
SECURITIES CLASS ACTION CLAIMS AGAINST US

        Securities class action claims have been brought against issuing
companies in the past where volatility in the market price of a company's
securities have taken place. Such litigation could be very costly and divert our
management's attention and resources, and any adverse determination in such
litigation could also subject us to significant liabilities, any or all of which
could have a material adverse effect on our business, results of operations, and
financial condition.

YOU SHOULD NOT RELY ON OUR FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve risks
and uncertainties. Discussions containing forward-looking statements may be
found within this prospectus. When used in this prospectus, the words
"believes," "intends," "anticipates," "expects," and similar expressions are
intended to identify forward-looking statements. Forward-looking statements are
subject to a number of risks and uncertainties. Actual results could differ
materially from those described in the forward-looking statements as a result of
the risk factors set forth in this section and the information provided in this
prospectus generally. We do not intend to update any forward-looking statements.





                                       12
<PAGE>   13



                              SELLING SHAREHOLDERS

        The shares of WebTrends common stock to which this prospectus relates
are being registered for reoffers and resales by the selling shareholders, who
acquired the shares pursuant to an employee stock option plan. The selling
shareholders may resell all, a portion, or none of such shares from time to
time.

        The following table sets forth information with respect to the the
selling shareholders, based upon information available to WebTrends as of March
31, 1999, the number and percentage of shares beneficially owned by each selling
shareholder, the number of shares registered for each selling shareholder by
this prospectus, and the number and percentage of outstanding shares that will
be owned by each selling shareholder after registration, assuming the sale of
all registered shares under this prospectus.

        Beneficial ownership of shares includes any shares over which a person
exercises sole or shared voting or investment power, or of which a person has
the right to acquire ownership at any time within 60 days, for example, through
the exercise of a vested option that has vested as to all or a portion of the
underlying shares. Shares of common stock subject to options currently
exercisable or exercisable within 60 days are deemed outstanding for purposes of
computing the percentage ownership of the person holding the options, but are
not deemed outstanding for computing the percentage ownership of any other
person. Except as otherwise indicated, WebTrends believes that the beneficial
owners of the common stock listed below, based on information furnished by such
owners, have sole voting and investment power with respect to such shares.

<TABLE>
<CAPTION>
                             SHARES BENEFICIALLY      SHARES        SHARES BENEFICIALLY
                            OWNED BEFORE OFFERING     BEING          OWNED AFTER SALE
          NAME AND                                  REGISTERED
           ADDRESS            NUMBER    PERCENT      FOR SALE        NUMBER    PERCENT
<S>                            <C>         <C>        <C>             <C>         <C>
Kate McPherron                 2,812       *           2,812          -0-         *
Robert Meehl                   5,625       *           5,625          -0-         *
James T. Richardson           27,366       *          27,366          -0-         *
Cathy Thompson                 1,875       *           1,875          -0-         *
</TABLE>

*  Less than 1%.

                              PLAN OF DISTRIBUTION

        The selling shareholders may sell the shares described in this
prospectus for value from time to time under this prospectus in one or more
transactions on Nasdaq, in a negotiated transaction, or in a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated. The
selling shareholders may effect such transactions by selling the shares to or
through brokers-dealers, such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the selling
shareholders and/or the purchasers of the shares for whom such broker-dealers
may act as agent (which compensation may be less than orin excess of customary
commissions).

        The selling shareholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of the shares sold by them may be deemed to be
underwriting discounts and commissions under the Securities Act. All selling and
other expenses incurred by the selling shareholders will be borne by the selling
shareholders.



                                       13
<PAGE>   14

        There is no assurance that the selling shareholder will sell all or any
portion of the shares offered.

                                  LEGAL MATTERS

        The validity of the common stock offered hereby and other legal matters
will be passed upon for WebTrends by Perkins Coie LLP, Portland, Oregon.

                                     EXPERTS

        WebTrends' financial statements as of December 31, 1997 and 1998, and
for each of the years in the three-year period ended December 31, 1998, have
been incorporated by reference in this prospectus and elsewhere in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein and upon
the authority of said firm as experts in accounting and auditing.









                                       14
<PAGE>   15



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        As an Oregon corporation, the Registrant is subject to the laws of the
State of Oregon governing private corporations and the exculpation from
liability and indemnification provisions contained therein, Pursuant to Section
60.045(2)(d) of the Oregon Revised Statutes ("ORS"), the Registrant's Second
Restated Articles of Incorporation (the "Articles) eliminates the liability of
the Registrant's directors to the Registrant or its shareholders except for any
liability related to (i) breach of the duty of loyalty; (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law; (iii) any unlawful distribution under ORS 60.367; or (iv) any
transaction from which the director derived an improper personal benefit.

        ORS Section 60.391 allows corporations to indemnify their directors and
officers against liability where the director or officer has acted in good faith
and with a reasonable belief that actions taken were in the best interests of
the corporation or at least not opposed to the corporation's best interests and,
if in a criminal proceeding, the individual had no reasonable cause to believe
the conduct in question was unlawful. Under ORS Sections 60.387 to 60.414,
corporations may not indemnify a director or officer against liability in
connection with a claim by or in the right of the corporation or for any
improper personal benefit in which the director or officer was adjudged liable
to the corporation. ORS 60.394 mandates indemnification for all reasonable
expenses incurred in the successful defense of any claim made or threatened
whether or not such claim was by or in the right of the corporation. Finally,
pursuant to the ORS Section 60.401, a court may order indemnification in view of
all the relevant circumstances, whether or not the director or officer met the
good-faith and reasonable belief standards of conduct set out in ORS Section
60.391.

        ORS Section 60.414 also provides that the statutory indemnification
provisions are not deemed exclusive of any other rights to which directors or
officers may be entitled under a corporation's articles of incorporation or
bylaws, any agreement, general or specific action of the board of directors,
vote of shareholders or otherwise.

        The Articles provide that the Registrant is required to indemnify to the
fullest extent not prohibited by law any current or former director who is made,
or threatened to be made, a party to an action or proceeding by reason of the
fact that such person serves or served as a director of the Registrant. The
Articles also provide that the Registrant is permitted to indemnify to the
fullest extent not prohibited by law any current or former officer who is made,
or threatened to be made, a party to an action or proceeding by reason of the
fact that such person is or was an officer of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        All 37,678 shares offered hereby were issued to the Selling Shareholders
during December 1998 and January 1999 upon the exercise of options issued
pursuant to the WebTrends Corporation 1997 Stock Incentive Compensation Plan,
which is an "employee benefit plan" (as such item is defined under the
Securities Act). In issuing these shares the registrant relied upon an exemption
from registration pursuant to Rule 701 under the Securities Act.




                                     II-15
<PAGE>   16



ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                             Description
<S>       <C>
 5.1      Opinion of Perkins Coie LLP regarding legality of the Common Stock
          being registered

 23.1     Consent of KPMG Peat Marwick LLP

 23.2     Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)

 24.1     Power of Attorney (see signature page)

 99.1     WebTrends Corporation 1997 Stock Incentive Compensation Plan
          (incorporated by reference to Exhibit 10.3 to WebTrends' Registration
          Statement on Form S-1 (File No. 333-69171))
</TABLE>

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;

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

provided, however, that paragraphs (1)(i) and (1)(ii) above do 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 Exchange Act that are incorporated by
reference in this 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 that 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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 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



                                      II-16
<PAGE>   17

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.










                                      II-17
<PAGE>   18



                                   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 Portland, State of Oregon, on the 23rd day of April,
1999.

                                   WEBTRENDS CORPORATION

                                        /s/ Elijahu Shapira
                                        ----------------------------------------
                                   By:  Elijahu Shapira, Chief Executive Officer

        Each person whose individual signature appears below hereby authorizes
Elijahu Shapira and W. Glen Boyd, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 23rd day of April, 1999.

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

<S>                                             <C>
        /s/  Elijahu Shapira                    Chief Executive Officer and Director (Principal
        ----------------------------------      Executive Officer)
             Elijahu Shapira

        /s/  Glen W. Boyd                       President, Chief Technical Officer and Director
        ----------------------------------
             W. Glen Boyd

        /s/  James T. Richardson                Senior Vice President, Secretary, Chief Financial
        ----------------------------------      Officer and Chief Accounting Officer (Principal
             James T. Richardson                Financial and Accounting Officer)

        /s/  Michael Burmeister-Brown           Director
        ----------------------------------
             Michael Burmeister-Brown

        /s/  John W. Ryan                       Director
        ----------------------------------
             John W. Ryan

        /s/  Srivats Sampath                    Director
        ----------------------------------
             Srivats Sampath
</TABLE>





                                     II-18
<PAGE>   19



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                             Description
<S>       <C>
 5.1      Opinion of Perkins Coie LLP regarding legality of the Common Stock being
          registered
 23.1     Consent of KPMG Peat Marwick LLP
 23.2     Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
 24.1     Power of Attorney (see signature page)
 99.1     WebTrends Corporation 1997 Stock Incentive Compensation Plan (incorporated by
          reference to Exhibit 10.3 to WebTrends' Registration Statement on Form S-1
          (File No. 333-69171))
</TABLE>












                                     II-19
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 58998}]
{"company-data": {"conformed-name": "WEBTRENDS CORP", "cik": "0001075316", "assigned-sic": "7372", "irs-number": "931123283", "state-of-incorporation": "OR"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76913", "film-number": "99599935"}, "business-address": {"street1": "621 SW MORRISON ST", "street2": "SUITE 1300", "city": "PORTLAND", "state": "OR", "zip": "97205", "phone": "5032947025"}, "mail-address": {"street1": "621 SW MORRISON ST", "street2": "SUITE 1300", "city": "PORTLAND", "state": "OR", "zip": "97205"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1999
                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              WEBTRENDS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               OREGON                                    93-1123283
  (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER IDENTIFICATION NO.)
  INCORPORATION OR ORGANIZATION)

                        851 S.W. SIXTH AVENUE, SUITE 1200
                             PORTLAND, OREGON 97204
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

          WEBTRENDS CORPORATION 1997 STOCK INCENTIVE COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                                 SUSAN E. KIPPER
                              LAWCO OF OREGON, INC.
                        1211 SW FIFTH AVENUE, SUITE 1500
                             PORTLAND, OREGON 97204
                                 (503) 727-2000
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                             ----------------------
                                    COPY TO:

                                  ROY W. TUCKER
                                PERKINS COIE LLP
                        1211 SW FIFTH AVENUE, SUITE 1500
                             PORTLAND, OREGON 97204

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

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                                   Proposed     Proposed 
                                                   Maximum      Maximum
      Title of Securities          Number to Be    Offering     Aggregate         Amount of
        to Be Registered            Registered     Price(1)   Offering Price   Registration Fee
Common Stock, without par value:      37,678        $47.81      $1,801,385         $501.00
===============================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The
     price per share is the average of the high and low prices
     for shares of Common Stock reported on Nasdaq on April 20, 1999.

                                EXPLANATORY NOTES

    We have prepared this registration statement in accordance with the
requirements of Form S-8 under the 1933 Act to register shares of our common
stock, without par value, issued pursuant to the WebTrends Corporation 1997
Stock Incentive Compensation Plan, which is an "employee benefit plan" (as such
item is defined under the 1933 Act). This Form S-8 includes a Reoffer Prospectus
prepared in accordance with Part I of Form S-3 under the 1933 Act. The Reoffer
Prospectus may be utilized for reofferings and resales of up to 37,678 shares of
common stock acquired by Selling Stockholders pursuant to the WebTrends
Corporation 1997 Stock Incentive Compensation Plan.

    This registration statement incorporates by reference our earlier
registration statement on Form S-8, file number 333-72653, filed on February 19,
1999.
2

                              DATED APRIL 23, 1999

                                   PROSPECTUS

                          37,678 SHARES OF COMMON STOCK

             ON APRIL 20, 1999 THE CLOSING PRICE OF THE COMMON STOCK
                   AS REPORTED BY NASDAQ WAS $52.00 PER SHARE

                              WEBTRENDS CORPORATION

The Selling Shareholders are selling 37,678 shares of WebTrends' common stock
that were issued pursuant to the WebTrends Corporation 1997 Stock Incentive
Compensation Plan. WebTrends will not receive any of the proceeds from the sale
of shares by the Selling Shareholders.

                                 TRADING SYMBOL:
                          NASDAQ NATIONAL MARKET "WEBT"

 INVESTING IN THIS STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.

        Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                                       2
3

                    WHERE YOU MAY FIND ADDITIONAL INFORMATION

        WebTrends files with the Securities and Exchange Commission annual,
quarterly and special reports, proxy statements and other information as
required by the Securities and Exchange Act of 1934, as amended, that may be
inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Securities and Exchange Commission's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies may be
obtained at the prescribed rates from the Public Reference Section of the
Securities and Exchange Commission at its principal office in Washington, D.C.
The Securities and Exchange Commission also maintains a Web site on the Internet
that contains reports, proxy and information statements, and other information
regarding registrants, including WebTrends, that file electronically with the
Securities and Exchange Commission at http://www.sec.gov.

        Statements contained in this prospectus concerning the provisions of
documents are necessarily summaries of the material provisions of such documents
and each statement is qualified by reference to the copy of the applicable
document filed with the Securities and Exchange Commission.

        WebTrends intends to furnish its shareholders with annual reports
containing audited financial statements and an opinion thereon expressed by
independent auditors and may furnish its shareholders with quarterly reports for
the first three quarters of each fiscal year containing unaudited summary
financial information.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows WebTrends to "incorporate by reference" information into
this prospectus, which means that WebTrends can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus
except for any information superseded by information in this prospectus.

        The following documents filed with the SEC are hereby incorporated by
reference in this Registration Statement:

               (a)    The Registrant's prospectus filed with the Securities and
Exchange Commission on February 19, 1999 pursuant to Rule 424(b) of the
Securities Act of 1933, as amended; and

               (b)    The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed on December 28, 1998, under
Section 12(g) of the Securities Exchange Act of 1934, as amended, including any
amendments or reports for the purpose of updating such description.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment, that indicates that the securities offered hereby
have been sold or that deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

        WebTrends will provide without charge to each person to whom a copy of
this prospectus is delivered upon oral or written request a copy of any or all
documents incorporated by reference into this prospectus (excluding exhibits
unless the exhibits are specifically incorporated by reference into the
information the prospectus incorporates). Requests should be directed to the
controller of WebTrends at WebTrends' executive offices located at 851 S.W.
Sixth Avenue, Suite 1200, Portland, Oregon 97204. WebTrends' telephone number at
that location is 1-888-WebTrends (1-888-932-8736) and our Web site is located at
http://www.webtrends.com. Information contained in WebTrends Web site is not
part of this prospectus.

                                       3
4

                              WEBTRENDS CORPORATION

        WebTrends Corporation is a leading provider of enterprise management and
reporting solutions for Internet-based systems. Internet-based systems include
Web servers, intranets, and extranets. Web servers are the computer servers that
connect to the Internet's Worldwide Web. Intranets are networks that use
Internet technology for communications within an organization. Extranets are
networks that use Internet technology for communications between related
organizations.

        We offer organizations a comprehensive set of solutions that are
integrated, modular, easy-to-use, and scale to high-volume environments. Our
enterprise management products facilitate analysis and reporting of:

        - Web site traffic, quality, content, and usage,
        - Internet advertising campaigns,
        - e-commerce activities, and
        - return on investment from Internet-based systems.

        Our solutions also help organizations manage their Internet
infrastructure by providing valuable information about systems designed to
implement secure communications, such as firewalls and virtual private networks,
as well as capacity and bandwidth requirements. Our products have been
specifically designed to enable organizations to centrally manage and administer
multiple Internet-based systems across the enterprise regardless of the quantity
or geographic locations of servers supporting those systems.

        Our business has grown rapidly, with revenue increasing from $1.9
million in 1996 to $8.0 million for the year ended December 31, 1998. We have
been profitable throughout this period. Since the introduction of our original
Web site traffic analysis product in 1996, we have introduced eight new
products:

        - WebTrends Enterprise Suite,
        - WebTrends Professional Suite,
        - WebTrends Suite for Lotus Domino,
        - WebTrends for Firewalls and VPNs,
        - Server Cluster Add-on,
        - WebTrends Security Analyzer,
        - WebTrends Enterprise Reporting Server for Solaris, and
        - WebTrends Enterprise Reporting Server for Linux,

        We plan to introduce one additional product, CommerceTrends Add-on, by
June 1999. The acronym "VPNs" in the name of the product Webtrends for Firewalls
and VPNs stands for virtual private networks which are networks that use
security features to provide the attributes of a private communications network
while transporting information over the public Internet.

        We market and deliver our award-winning products to both IT
professionals and other business managers. Over 20,000 customers have purchased
our products, including sophisticated Internet service providers and over
one-third of the Fortune 500 companies.

                                       4
5

                                  RISK FACTORS

        In addition to the other information contained in this prospectus, you
should carefully read and consider the following risk factors before purchasing
our common stock.
Investment in our common stock involves a high degree of risk.

WEBTRENDS HAS A LIMITED OPERATING HISTORY AND MAY NOT REMAIN PROFITABLE

        WebTrends was formed in August 1993, and we introduced our first
Internet product in February 1996. Due to our limited operating history, any
evaluation of our business and our prospects must be in light of the risks and
uncertainties often encountered by companies in their early stages of
development. These risks and uncertainties are particularly significant for
companies in rapidly evolving markets, such as the market for Internet products
and services. Many of these risks are discussed under the sub-headings below.

        We may not be able to successfully address any or all of these risks.
Failure to adequately do so could have a material adverse effect on our
business, results of operations, and financial condition. In addition, although
our revenue has increased in recent periods while we maintained profitability,
our revenue may not grow in future periods, may not grow at past rates, and we
may not maintain profitability on a quarterly or annual basis, or at all.

SEASONAL AND OTHER FLUCTUATIONS IN OUR OPERATING RESULTS MAY MAKE IT DIFFICULT
TO PREDICT OUR FUTURE PERFORMANCE AND MAY RESULT IN VOLATILITY IN THE MARKET
PRICE OF OUR OWN COMMON STOCK

        During our short operating history, we have experienced seasonality in
our operating results. While revenue from sales has continued to grow, the
second and third quarters of the year have been typically characterized by lower
levels of revenue growth. In addition to seasonal fluctuations, we may
experience significant fluctuations in our operating results from other causes.
In particular, as we increasingly focus on sales of our product suites rather
than stand-alone products and on larger purchases by larger customers, we expect
the sales cycle associated with the purchase of our products to lengthen.
Furthermore, the amount of revenue associated with particular licenses can vary
significantly based upon the number of products that are licensed and the number
of devices involved in the installation. These factors all tend to make the
timing of revenue unpredictable and may lead to greater period-to-period
fluctuations in revenue than WebTrends has historically experienced.

        As a result of the factors described above, we believe that our
quarterly revenue and results from operations are likely to vary significantly
in the future and that quarter to quarter comparisons of our operating results
may not be meaningful. You should therefore not rely on the results of one
quarter as an indication of future performance.

WE MAY NOT BE ABLE TO DEVELOP ACCEPTABLE NEW PRODUCTS OR ENHANCEMENTS TO OUR
EXISTING PRODUCTS AT THE RATE REQUIRED BY OUR RAPIDLY CHANGING MARKET

        Our future success depends upon our ability to address the rapidly
changing needs of our customers by developing and introducing high quality
products, product enhancements, and services on a timely basis and by keeping
pace with technological developments and emerging industry standards. The market
for our products is in the early stages of development and is rapidly evolving.
Failure to develop and release enhanced or new products, or delays or quality
problems in doing so, could have a material adverse effect on our business,
results of operations, and financial condition. As is common in such new and
rapidly evolving industries, demand and market acceptance for recently
introduced products are subject to high levels of uncertainty and risk.

                                       5
6

Furthermore, new products can quickly render obsolete products that were only
recently in high demand. The market for our existing products may not be
sustainable at its current level. We launched several new products in calendar
1998 and the first quarter of 1999. We have an additional product launch, as
well as upgrades to our existing products, planned for the remainder of 1999.
The market for the recently introduced and planned products may not expand or
develop.

THE INTENSE COMPETITION IN OUR MARKETS MAY LEAD TO REDUCED SALES OF OUR PRODUCTS
AND REDUCED PROFITS

        The markets for our products are intensely competitive, and are likely
to become even more competitive. Increased competition could result in pricing
pressures, reduced sales, reduced margins, or the failure of our products to
achieve or maintain market acceptance, any of which could have a material
adverse effect on our business, results of operations, and financial condition.
Each of WebTrends' products face intense competition from multiple competing
vendors. WebTrends also faces current and potential competition from vendors of
Internet servers, operating systems, and networking hardware, many of which now,
or may in the future, bundle Internet management solutions with their Internet
products. WebTrends also competes against and expects increased competition from
traditional system and network management software developers and Web management
service providers. Many of our current and potential competitors have longer
operating histories, greater name recognition, access to larger customer bases,
or substantially greater resources than we have. As a result, they may be able
to respond more quickly than we can to new or changing opportunities,
technologies, standards, or customer requirements. For all of the foregoing
reasons, we may not be able to compete successfully against our current and
future competitors.

OUR SUCCESS DEPENDS ON INCREASING MARKET AWARENESS OF OUR BRAND

        If we fail to successfully promote our brand name or if we incur
significant expenses promoting and maintaining our brand name, it could have a
material adverse effect on our business, results of operations, and financial
condition. Due in part to the emerging nature of the market for Internet
management solutions and the substantial resources available to many of our
competitors, there may be a time-limited opportunity to achieve and maintain a
significant market share. Developing and maintaining awareness of the
"WebTrends" brand name is critical to achieving widespread acceptance of our
enterprise management and reporting solutions. Furthermore, the importance of
brand recognition will increase as competition in the market for our products
increases. Successfully promoting and positioning the WebTrends brand will
depend largely on the effectiveness of our marketing efforts and our ability to
develop reliable and useful products at competitive prices. Therefore, we may
need to increase our financial commitment to creating and maintaining brand
awareness among potential customers.

FAILURE TO EXPAND OUR SALES OPERATIONS AND CHANNELS OF DISTRIBUTION WOULD LIMIT
OUR GROWTH

        In order to maintain and increase our current and future market share
and revenue, we will need to expand our direct and indirect sales operations and
channels of distribution. Failure to do so could have a material adverse effect
on our business, results of operations, and financial condition. We need to
expand our relationships with domestic and international channel partners,
distributors, value-added resellers, systems integrators, on-line and other
resellers, Internet service providers, original equipment manufacturers, and
other partners to build our indirect sales channel. We must also continue to
expand and maintain strategic relationships with key hardware and software
vendors, distribution partners, and customers. In addition, to maintain and
increase our results from operations, we must increase the number of products
that each of our customers licenses. This may require an increasingly
sophisticated sales effort targeted at Webmasters, other management personnel
associated with a prospective customer's Internet capabilities, and other
functional managers throughout the organization. In order to achieve increased
sales, we plan to hire additional telemarketing and direct field sales
personnel. Any new hires will require training and take time to achieve full

                                       6
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productivity. We may not be able to hire enough qualified individuals when
needed, or at all, and we may not be able to increase distribution through any
other methods.

OUR RELIANCE ON INDIRECT DISTRIBUTION CHANNELS COULD RESULT IN REDUCTION IN OUR
REVENUE, BECAUSE WE HAVE LESS CONTROL OVER SALES BY OUR CHANNEL PARTNERS THAN
OUR OWN DIRECT SALES

        We are making an effort to increase distribution of our products through
various indirect channels of distribution, including channel partners, value
added resellers, distributors, resellers, original equipment manufacturers,
Internet service providers, and others. The loss of one or more of these channel
partners, because of either their preference for competing products or products
they may develop internally, could have a material adverse effect on our
business, results of operations, and financial condition. In addition, we cannot
predict the extent to which any of these channel partners will be successful in
marketing or distributing our Internet management solutions. Many of these
channel partners also market and sell competitive products. We may not be able
to effectively manage potential conflicts among the various channel partners or
prevent them from devoting greater resources to supporting the products of other
companies. In addition, Network Trade Corporation, a third-party export
management company, has the primary responsibility for identifying international
distributors, resellers, and value added resellers for our products.
Accordingly, any disruption in our relationship with Network Trade, which may be
terminated by either party with 30 days' notice, could materially slow our
international sales growth, which could have a material adverse effect on our
business, results of operations, and financial condition.

        Reliance on indirect channels of distribution may subject us to greater
credit risk as the revenue from sales of our products to distributors and other
channel partners flows first through the distributors, and then to us. In
particular, Network Trade, while not technically a distributor, collects
payments from our international resellers and then forwards those payments to
us, presenting a similarly increased credit risk. Revenues received from Network
Trade accounted for 16.7% of our total revenue for the year ended December 31,
1998. Failure of our channel providers to timely pay for our products, or any
failure to accurately forecast the demand for our products, could have a
material adverse effect on our business, results of operations, and financial
condition.

THE LOSS OF OUR CO-FOUNDERS OR OTHER KEY PERSONNEL OR OUR FAILURE TO ATTRACT
ADDITIONAL PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS AND DECREASE THE VALUE
OF YOUR INVESTMENT

        Our success depends largely upon the continued services of our executive
officers and other key management and development personnel. The loss of the
services of one or more of our executive officers, engineering personnel, or
other key employees could have a material adverse effect on our business,
results of operations, and financial condition. In particular, we rely on our
co-founders, Elijahu Shapira, Chief Executive Officer and Chairman of the Board,
and W. Glen Boyd, President, Chief Technical Officer, and director. Messrs.
Shapira and Boyd do not have employment agreements and, therefore, could
terminate their employment with us at any time without penalty. We do not
maintain key person life insurance policies on any of our employees. In
addition, because of the complexity of our products and technologies, we are
substantially dependent upon the continued service of our existing engineering
personnel.

        Our future success also depends on our ability to attract and retain
highly qualified personnel. We may not be successful in attracting or retaining
qualified personnel, which could have a material adverse effect on our business,
results of operations, and financial condition. We intend to hire a number of
additional sales, support, marketing, and research and development personnel.
The competition for qualified personnel in the computer software and Internet
markets is intense, and we may be unable to attract, assimilate, or retain
additional highly qualified personnel in the future. Additionally, we attempt to
hire engineers with high levels of experience in designing and developing
software and Internet-related products in time-pressured environments. There is
a limited number of qualified engineers in our geographic location, resulting in
intense competition for the services

                                       7
8

of such engineers.

THE STRAIN THAT OUR GROWTH RATE PLACES UPON OUR SYSTEMS AND MANAGEMENT RESOURCES
MAY ADVERSELY AFFECT OUR BUSINESS AND DECREASE THE VALUE OF YOUR INVESTMENT

        Any failure to properly manage our growth could have a material adverse
effect on our business, results of operations, and financial condition. The
rapid growth that we have experienced places significant challenges on our
management, administrative, and operational resources. To properly manage this
growth, we must, among other things, implement and improve additional and
existing administrative, financial, and operational systems, procedures, and
controls on a timely basis. We will also need to expand our finance,
administrative, and operations staff. We may not be able to complete the
necessary improvements to our systems, procedures, and controls necessary to
support our future operations in a timely manner. Management may not be able to
hire, train, retain, motivate, and manage required personnel and may not be able
to successfully identify, manage, and exploit existing and potential market
opportunities. In connection with our expansion, we plan to increase our
operating expenses to expand our sales and marketing operations, develop new
distribution channels, fund greater levels of research and development, broaden
professional services and support, and improve operational and financial
systems. Failure of our revenue to increase along with these expenses during any
fiscal period could have a materially adverse impact on our financial results
for that period.

WEBTRENDS' INTERNATIONAL SALES ARE SIGNIFICANT AND COULD DECREASE FOR REASONS
ADDITIONAL TO THOSE AFFECTING DOMESTIC SALES

        Approximately 22.0% and 27.5% of our total revenue for the years ended
December 31, 1997 and December 31, 1998, respectively, were attributable to
sales made outside the United States. Any reduction in international sales, or
our failure to further develop our international distribution channels could
have a material adverse effect on our business, results of operations, and
financial condition.

        Our international operations are subject to the risks inherent in
international business activities, including, in particular:

        - Management of an organization spread over various countries;

        - Longer accounts receivable payment cycles and other collection
          difficulties, such as difficulties obtaining and enforcing judgments
          against delinquent customers;

        - Compliance with a variety of foreign laws and regulations;

        - Overlap of different tax structures;

        - Foreign currency exchange rate fluctuations;

        - Import and export licensing requirements;

        - Trade restrictions, changes in tariffs, and freight rates; and

        - Regional economic conditions.

        Such factors could have a material adverse effect on our future
international sales and, consequently, our business, results of operations, and
financial condition.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY

                                       8
9

        We regard substantial elements of our Internet management solutions as
proprietary and attempt to protect them by relying on patent, trademark, service
mark, trade dress, copyright, and trade secret laws and restrictions, as well as
confidentiality procedures and contractual provisions. Any steps we take to
protect our intellectual property may be inadequate, time consuming, and
expensive. Furthermore, despite our efforts, we may be unable to prevent
third-parties from infringing upon or misappropriating our intellectual
property. Any such infringement or misappropriation could have a material
adverse effect on our business, results of operations, and financial condition.
We currently have no issued patents. We have two patent applications pending.
These or any new patent applications may not result in issued patents and may
not provide us with any competitive advantages, or may be challenged by third
parties. Legal standards relating to the validity, enforceability, and scope of
protection of intellectual property rights in Internet-related industries are
uncertain and still evolving, and the future viability or value of any of our
intellectual property rights is uncertain. Effective trademark, copyright, and
trade secret protection may not be available in every country in which our
products are distributed or made available through the Internet. Furthermore,
our competitors may independently develop similar technology that substantially
limits the value of our intellectual property.

OTHERS MAY BRING INFRINGEMENT CLAIMS AGAINST US

        In addition to the technology we have developed internally, we also use
code libraries developed and maintained by third parties and have acquired or
licensed technologies from other companies. Our internally developed technology,
the code libraries, or the technology we acquired or licensed may infringe on a
third party's intellectual property rights and such third parties may bring
claims against us alleging infringement of their intellectual property rights.
Any such infringement or claim of infringement could have a material adverse
affect on our business, result of operations, and financial condition.

        In recent years, there has been significant litigation in the United
States involving patents and other intellectual property rights. We are not
currently involved in any intellectual property litigation. We may, however, be
a party to litigation in the future to protect our intellectual property or as a
result of an alleged infringement of others' intellectual property. Such claims
and any resulting litigation could subject us to significant liability for
damages and invalidation of our proprietary rights. Such litigation, regardless
of its success, would likely be time-consuming and expensive to defend and would
divert management time and attention. Any potential intellectual property
litigation could also force us to do one or more of the following:

        - Cease selling, incorporating, or using products or services that
          incorporate the challenged intellectual property;

        - Obtain from the holder of the infringed intellectual property right a
          license to sell or use the relevant technology, which license may not
          be available on reasonable terms, or at all; and

        - Redesign those products or services that incorporate such technology.

        Any of these results could have a material adverse effect on our
business, results of operations, and financial condition.

EVOLVING REGULATION OF THE INTERNET MAY AFFECT US ADVERSELY

        As Internet commerce continues to evolve, increasing regulation by
federal, state, or foreign agencies becomes more likely. Such regulation is
likely in the areas of user privacy, pricing, content, and quality of products
and services. Taxation of Internet use, or other charges imposed by government
agencies or by private organizations for accessing the Internet, may also be
imposed. Laws and regulations applying to the solicitation, collection, or
processing of personal or consumer information could affect our activities.
Furthermore, any regulation imposing fees for Internet use could result in a
decline in the use of the Internet and the viability of Internet commerce, which
could have a material adverse effect on our business, results of operations, and

                                       9
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financial condition.

PRODUCT DEFECTS COULD LEAD TO LOSS OF CUSTOMERS AND TO PRODUCT LIABILITY CLAIMS
THAT WOULD REQUIRE CONSIDERABLE EFFORT AND EXPENSE TO DEFEND

        The occurrence of errors or failures in our products could result in
adverse publicity, loss of or delay in market acceptance, or claims by customers
against us, any of which could have a material adverse effect on our business,
results of operations, and financial condition. Our products are used to monitor
the activity levels of our customers' Internet sites, to provide real-time
monitoring of firewalls, and to provide real-time monitoring, alerting, and
recovery of Internet servers. These and other functions that our products
provide are often critical to our customers, especially in light of the
considerable resources many organizations spend on the development and
maintenance of their Web sites.

        Additionally, our security products often contribute to vital protection
of a company's internal systems and information. Our end-user licenses contain
provisions that limit our exposure to product liability claims, but these
provisions may not be enforceable in all jurisdictions. Additionally, we
maintain limited products liability insurance. To the extent our contractual
limitations are unenforceable or such claims are not covered by insurance, a
successful products liability claim could have a material adverse effect on our
business, results of operations, and financial condition.

        Our products and product enhancements are very complex and may from time
to time contain errors or result in failures that we did not detect or
anticipate when introducing such products or enhancements to the market. The
computer hardware environment is characterized by a wide variety of non-standard
configurations that make pre-release testing for programming or compatibility
errors very difficult and time consuming. Despite our testing, errors may still
be discovered in some new products or enhancements after the products or
enhancements are delivered to customers.

SOME OF OUR PRODUCTS MAY NOT BE YEAR 2000 COMPLIANT, WHICH COULD RESULT IN
CUSTOMER DISSATISFACTION OR CLAIMS AGAINST US

        Failure of our products to be year 2000 compliant could result in
significant decreases in market acceptance of our products and legal liability
for defective software, either of which would have a material adverse effect on
our business, results of operations, and financial condition. We have not tested
our products in every possible computer environment, and therefore such products
may not be fully year 2000 compliant. Older versions of our products may not be
year 2000 compliant; however, corrections for such non-compliance are available.
We have not tested for year 2000 compliance discontinued products that we no
longer market that run on Novell systems, some of which remain in use.
These discontinued products may not be year 2000 compliant.

        If our suppliers, vendors, major distributors, and partners fail to
correct their year 2000 problems, such failure could result in an interruption
in, or a failure of, our normal business activities or operations. Such failures
could have a material adverse effect on our business, results of operations, and
financial condition. Due to the general uncertainty inherent in the year 2000
problem resulting from the uncertainty of the year 2000 readiness of third-party
suppliers and vendors, we are unable to determine at this time whether the
consequences of the year 2000 failures will have a material effect on our
business, results of operations, and financial condition.

OUR SUCCESS DEPENDS ON CONTINUED USE AND EXPANSION OF THE INTERNET

        Continued expansion in the sales of our Internet management solutions
will depend upon the adoption of the Internet as a widely used medium for
commerce and communication. If the Internet does not continue to become a
widespread communications medium and commercial marketplace, the demand for our
Internet

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management solutions could be significantly reduced, which could have a material
adverse effect on our business, results of operations, and financial condition.
The Internet may not prove to be a viable commercial marketplace because of
inadequate development of the necessary infrastructure, such as a reliable
network backbone, or timely development of complementary products, such as high
speed modems. The Internet infrastructure may not be able to support the demands
placed on it by continued growth. Additionally, the Internet could lose its
viability due to delays in the development or adoption of new standards and
protocols to handle increased levels of Internet activity, security,
reliability, cost, ease of use, accessibility, and quality of service.

OUR SALES MAY DECLINE IF WE ARE UNABLE TO ADAPT OUR PRODUCTS TO CHANGES IN
INTERNET TECHNOLOGY

        Even if the infrastructure, standards, or protocols of the Internet, or
complementary services, products, or facilities are developed, we may be
required to make significant expenditures to adapt our products to the changing
or emerging technologies. For example, if the format of Internet log files were
to change, our solutions for traffic analysis may not function as designed, and
we may incur significant expenses in developing new products that would be
compatible with the new format. We may not be successful in either developing
such software or timely introducing it to the market. Any such changes in
technology could have a material adverse effect on our business, results of
operations, and financial condition.

BECAUSE OWNERSHIP IS CONCENTRATED, YOU AND OTHER INVESTORS WILL HAVE MINIMAL
INFLUENCE ON SHAREHOLDER DECISIONS

        Our officers and directors beneficially own 64% of the outstanding
common stock. As a result, they are able to exercise control over all matters
requiring shareholder approval, and you and other investors will have minimal
influence over the election of directors or other shareholder actions. As a
result, these shareholders could approve or cause WebTrends to take actions of
which you disapprove or that are contrary to the interests of you and other
investors. Our articles of incorporation and bylaws do not provide for
cumulative voting; therefore, our controlling shareholders will have the ability
to elect all of our directors. The controlling shareholders will also have the
ability to approve or disapprove significant corporate transactions without
further vote by the investors who purchase common stock pursuant to this
offering. This ability to exercise control over all matters requiring
shareholder approval could prevent or significantly delay another company or
person from acquiring or merging with us.

OUR ANTI-TAKEOVER PROVISIONS AND PREFERRED STOCK MAY REDUCE THE MARKET PRICE OF
OUR COMMON STOCK

        Provisions of our articles of incorporation and bylaws may have the
effect of delaying or preventing a merger or sale of WebTrends, or making a
merger or acquisition less desirable to a potential acquirer, even where
shareholders may consider the acquisition or merger favorable.

        The issuance of preferred stock may have the effect of delaying,
deferring, or preventing a change in control without further action by the
shareholders. Any such issuance may materially adversely affect the market price
of the common stock and the voting rights of the holders of common stock. The
issuance of preferred stock may also result in the loss of the voting control of
holders of common stock to the holders of the preferred stock.

        Provisions of the Oregon Business Corporation Act and the Control Share
Act also may delay, prevent, or discourage someone from acquiring or merging
with us.

THE MARKET PRICE FOR OUR COMMON STOCK, LIKE OTHER TECHNOLOGY STOCKS, MAY BE
VOLATILE

                                       11
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        The value of your investment in WebTrends could decline due to the
impact of any of the following factors upon the market price of WebTrends common
stock:

        - Variations in our actual and anticipated operating results;

        - Changes in our earnings estimates by analysts;

        - Our failure to meet analysts' performance expectations; and

        - Lack of liquidity.

        The stock markets have, in general, and with respect to Internet
companies in particular, recently experienced stock price and volume volatility
that has affected companies' stock prices. The stock markets may continue to
experience volatility that may adversely affect the market price of our common
stock.

        Stock prices for many companies in the technology and emerging growth
sector have experienced wide fluctuations that have often been unrelated to the
operating performance of such companies. Fluctuations such as these may affect
the market price of our common stock.

SIGNIFICANT FLUCTUATION IN THE MARKET PRICE OF OUR COMMON STOCK COULD RESULT IN
SECURITIES CLASS ACTION CLAIMS AGAINST US

        Securities class action claims have been brought against issuing
companies in the past where volatility in the market price of a company's
securities have taken place. Such litigation could be very costly and divert our
management's attention and resources, and any adverse determination in such
litigation could also subject us to significant liabilities, any or all of which
could have a material adverse effect on our business, results of operations, and
financial condition.

YOU SHOULD NOT RELY ON OUR FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve risks
and uncertainties. Discussions containing forward-looking statements may be
found within this prospectus. When used in this prospectus, the words
"believes," "intends," "anticipates," "expects," and similar expressions are
intended to identify forward-looking statements. Forward-looking statements are
subject to a number of risks and uncertainties. Actual results could differ
materially from those described in the forward-looking statements as a result of
the risk factors set forth in this section and the information provided in this
prospectus generally. We do not intend to update any forward-looking statements.

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                              SELLING SHAREHOLDERS

        The shares of WebTrends common stock to which this prospectus relates
are being registered for reoffers and resales by the selling shareholders, who
acquired the shares pursuant to an employee stock option plan. The selling
shareholders may resell all, a portion, or none of such shares from time to
time.

        The following table sets forth information with respect to the the
selling shareholders, based upon information available to WebTrends as of March
31, 1999, the number and percentage of shares beneficially owned by each selling
shareholder, the number of shares registered for each selling shareholder by
this prospectus, and the number and percentage of outstanding shares that will
be owned by each selling shareholder after registration, assuming the sale of
all registered shares under this prospectus.

        Beneficial ownership of shares includes any shares over which a person
exercises sole or shared voting or investment power, or of which a person has
the right to acquire ownership at any time within 60 days, for example, through
the exercise of a vested option that has vested as to all or a portion of the
underlying shares. Shares of common stock subject to options currently
exercisable or exercisable within 60 days are deemed outstanding for purposes of
computing the percentage ownership of the person holding the options, but are
not deemed outstanding for computing the percentage ownership of any other
person. Except as otherwise indicated, WebTrends believes that the beneficial
owners of the common stock listed below, based on information furnished by such
owners, have sole voting and investment power with respect to such shares.
SHARES BENEFICIALLY      SHARES        SHARES BENEFICIALLY
                            OWNED BEFORE OFFERING     BEING          OWNED AFTER SALE
          NAME AND                                  REGISTERED
           ADDRESS            NUMBER    PERCENT      FOR SALE        NUMBER    PERCENT
Kate McPherron                 2,812       *           2,812          -0-         *
Robert Meehl                   5,625       *           5,625          -0-         *
James T. Richardson           27,366       *          27,366          -0-         *
Cathy Thompson                 1,875       *           1,875          -0-         *
*  Less than 1%.

                              PLAN OF DISTRIBUTION

        The selling shareholders may sell the shares described in this
prospectus for value from time to time under this prospectus in one or more
transactions on Nasdaq, in a negotiated transaction, or in a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated. The
selling shareholders may effect such transactions by selling the shares to or
through brokers-dealers, such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the selling
shareholders and/or the purchasers of the shares for whom such broker-dealers
may act as agent (which compensation may be less than orin excess of customary
commissions).

        The selling shareholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of the shares sold by them may be deemed to be
underwriting discounts and commissions under the Securities Act. All selling and
other expenses incurred by the selling shareholders will be borne by the selling
shareholders.

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        There is no assurance that the selling shareholder will sell all or any
portion of the shares offered.

                                  LEGAL MATTERS

        The validity of the common stock offered hereby and other legal matters
will be passed upon for WebTrends by Perkins Coie LLP, Portland, Oregon.

                                     EXPERTS

        WebTrends' financial statements as of December 31, 1997 and 1998, and
for each of the years in the three-year period ended December 31, 1998, have
been incorporated by reference in this prospectus and elsewhere in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein and upon
the authority of said firm as experts in accounting and auditing.

                                       14
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                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        As an Oregon corporation, the Registrant is subject to the laws of the
State of Oregon governing private corporations and the exculpation from
liability and indemnification provisions contained therein, Pursuant to Section
60.045(2)(d) of the Oregon Revised Statutes ("ORS"), the Registrant's Second
Restated Articles of Incorporation (the "Articles) eliminates the liability of
the Registrant's directors to the Registrant or its shareholders except for any
liability related to (i) breach of the duty of loyalty; (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law; (iii) any unlawful distribution under ORS 60.367; or (iv) any
transaction from which the director derived an improper personal benefit.

        ORS Section 60.391 allows corporations to indemnify their directors and
officers against liability where the director or officer has acted in good faith
and with a reasonable belief that actions taken were in the best interests of
the corporation or at least not opposed to the corporation's best interests and,
if in a criminal proceeding, the individual had no reasonable cause to believe
the conduct in question was unlawful. Under ORS Sections 60.387 to 60.414,
corporations may not indemnify a director or officer against liability in
connection with a claim by or in the right of the corporation or for any
improper personal benefit in which the director or officer was adjudged liable
to the corporation. ORS 60.394 mandates indemnification for all reasonable
expenses incurred in the successful defense of any claim made or threatened
whether or not such claim was by or in the right of the corporation. Finally,
pursuant to the ORS Section 60.401, a court may order indemnification in view of
all the relevant circumstances, whether or not the director or officer met the
good-faith and reasonable belief standards of conduct set out in ORS Section
60.391.

        ORS Section 60.414 also provides that the statutory indemnification
provisions are not deemed exclusive of any other rights to which directors or
officers may be entitled under a corporation's articles of incorporation or
bylaws, any agreement, general or specific action of the board of directors,
vote of shareholders or otherwise.

        The Articles provide that the Registrant is required to indemnify to the
fullest extent not prohibited by law any current or former director who is made,
or threatened to be made, a party to an action or proceeding by reason of the
fact that such person serves or served as a director of the Registrant. The
Articles also provide that the Registrant is permitted to indemnify to the
fullest extent not prohibited by law any current or former officer who is made,
or threatened to be made, a party to an action or proceeding by reason of the
fact that such person is or was an officer of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        All 37,678 shares offered hereby were issued to the Selling Shareholders
during December 1998 and January 1999 upon the exercise of options issued
pursuant to the WebTrends Corporation 1997 Stock Incentive Compensation Plan,
which is an "employee benefit plan" (as such item is defined under the
Securities Act). In issuing these shares the registrant relied upon an exemption
from registration pursuant to Rule 701 under the Securities Act.

                                     II-15
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ITEM 8.  EXHIBITS
Exhibit
Number                             Description
5.1      Opinion of Perkins Coie LLP regarding legality of the Common Stock
          being registered

 23.1     Consent of KPMG Peat Marwick LLP

 23.2     Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)

 24.1     Power of Attorney (see signature page)

 99.1     WebTrends Corporation 1997 Stock Incentive Compensation Plan
          (incorporated by reference to Exhibit 10.3 to WebTrends' Registration
          Statement on Form S-1 (File No. 333-69171))
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;

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

provided, however, that paragraphs (1)(i) and (1)(ii) above do 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 Exchange Act that are incorporated by
reference in this 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 that 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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 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

                                      II-16
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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.

                                      II-17
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                                   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 Portland, State of Oregon, on the 23rd day of April,
1999.

                                   WEBTRENDS CORPORATION

                                        /s/ Elijahu Shapira
                                        ----------------------------------------
                                   By:  Elijahu Shapira, Chief Executive Officer

        Each person whose individual signature appears below hereby authorizes
Elijahu Shapira and W. Glen Boyd, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 23rd day of April, 1999.
SIGNATURE                                            TITLE
                  ---------                                            -----
/s/  Elijahu Shapira                    Chief Executive Officer and Director (Principal
        ----------------------------------      Executive Officer)
             Elijahu Shapira

        /s/  Glen W. Boyd                       President, Chief Technical Officer and Director
        ----------------------------------
             W. Glen Boyd

        /s/  James T. Richardson                Senior Vice President, Secretary, Chief Financial
        ----------------------------------      Officer and Chief Accounting Officer (Principal
             James T. Richardson                Financial and Accounting Officer)

        /s/  Michael Burmeister-Brown           Director
        ----------------------------------
             Michael Burmeister-Brown

        /s/  John W. Ryan                       Director
        ----------------------------------
             John W. Ryan

        /s/  Srivats Sampath                    Director
        ----------------------------------
             Srivats Sampath
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                                INDEX TO EXHIBITS
Exhibit
Number                             Description
5.1      Opinion of Perkins Coie LLP regarding legality of the Common Stock being
          registered
 23.1     Consent of KPMG Peat Marwick LLP
 23.2     Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
 24.1     Power of Attorney (see signature page)
 99.1     WebTrends Corporation 1997 Stock Incentive Compensation Plan (incorporated by
          reference to Exhibit 10.3 to WebTrends' Registration Statement on Form S-1
          (File No. 333-69171))
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