<PAGE>   1
   As filed with the Securities and Exchange Commission on February 18, 2000
                                              Registration No. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                DOUBLECLICK INC.
               (Exact name of issuer as specified in its charter)

              DELAWARE                                    13-3870996
   (State or other jurisdiction                          (IRS Employer
 of incorporation or organization)                     Identification No.)

                              450 WEST 33RD STREET
                            NEW YORK, NEW YORK 10001
               (Address of principal executive offices) (Zip Code)

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

                   DOUBLECLICK INC. 1997 STOCK INCENTIVE PLAN
                            (Full title of the plans)

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

                               KEVIN J. O'CONNOR
                  CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
                               BOARD OF DIRECTORS
                                DOUBLECLICK INC.
                              450 WEST 33RD STREET
                            NEW YORK, NEW YORK 10001
                    (Name and address of agent for service)
                                 (212) 683-0001
         (Telephone number, including area code, of agent for service)

                                -----------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                          Amount of
   Title of Securities to be      Amount to be      Offering Price      Aggregate        Registration
           Registered             Registered(1)        per Share      Offering Price         Fee
=====================================================================================================
<S>                              <C>                  <C>            <C>                  <C>
 DoubleClick Inc.
 1997 Stock Incentive Plan       4,748,152 shares     $ 92.65(2)     $439,916,282.80(2)   $116,137.89
 Common Stock, $0.001 par value
=====================================================================================================
</TABLE>


(1) This Registration Statement shall also cover any additional shares of
    Registrant's Common Stock which become issuable under the Registrant's 1997
    Stock Incentive Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the
    Registrant's receipt of consideration which results in an increase in the
    number of the Registrant's outstanding shares of Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low selling prices per share of the Registrant's Common Stock on
    February 17, 2000, as reported by the Nasdaq National Market.

================================================================================
<PAGE>   2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

               DoubleClick Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1999 filed with the SEC on February 17, 2000;

        (b)     The Registrant's Current Reports on Form 8-K filed with the SEC
                on November 10, 1999 (as amended on Form 8-K/A filed with the
                SEC on January 10, 2000), December 8, 1999 (as amended on Form
                8-K/A filed with the SEC on January 10, 2000), January 13, 2000,
                January 27, 2000 (for period dates November 1, 1999 and
                January 11, 2000, respectively) and February 16, 2000;

        (c)     The Registrant's Registration Statement No. 000-23709 on Form
                8-A filed with the SEC on February 2, 1998 and amended on
                February 9, 1998 and December 1, 1998, in which there is
                described the terms, rights and provisions applicable to the
                Registrant's outstanding Common Stock.

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Capital Stock

               Inapplicable.

Item 5. Interests of Named Experts and Counsel

               Inapplicable.

Item 6. Indemnification of Directors and Officers

The Registrant's Certificate of Incorporation (the "Certificate") provides that,
except to the extent prohibited by the Delaware General Corporation Law (the
"DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Registrant. Under the DGCL, the directors have a
fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of


                                      II-1
<PAGE>   3

nonmonetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the Registrant, for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the Federal securities laws or state or Federal environmental laws.

               The Registrant has obtained liability insurance for its officers
and directors. Section 145 of the DGCL empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any of the
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL and provides that the Registrant
shall fully indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding(whether civil, criminal, administrative or investigative) by reason
of the fact that such person is or was a director or officer of the Registrant,
or is or was serving at the request of the Registrant as a director or officer
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding.

               At present, there is no pending litigation or proceeding
involving any director, officer, employee or agent as to which indemnification
will be required or permitted under the Certificate. The Registrant is not aware
of any threatened litigation or proceeding that may result in a claim for such
indemnification.


Item 7. Exemption from Registration Claimed

               Inapplicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number     Exhibit
--------------     -------
<S>                <C>
       4.0         Instruments  Defining  Rights of  Stockholders. Reference is made to Registrant's
                   Registration Statement No. 000-23709 on Form 8-A, and the exhibits thereto, which
                   are incorporated herein by reference pursuant to Item 3(d) of this Registration
                   Statement.
       5.0         Opinion of Brobeck, Phleger & Harrison LLP.
      23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
      23.2         Consent of KPMG LLP, Independent Accountants.
      23.3         Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
      24.0         Power of Attorney. Reference is made to page II-4 of this Registration
                   Statement.
      99.1         DoubleClick Inc. 1997 Stock Incentive Plan (as Amended and Restated Effective as
                   of April 9, 1999).
</TABLE>



                                      II-2
<PAGE>   4

Item 9. Undertakings

               A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement; (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 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) which, 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 clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
registration statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold upon the termination of the 1997 Stock Incentive Plan.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities and Exchange Act of
1934) that is incorporated by reference into this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.



                                      II-3
<PAGE>   5

                                   SIGNATURES

Registrant.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 18th day of
February, 2000.


                                        DOUBLECLICK INC.


                                        By: /s/ KEVIN J. O'CONNOR
                                           -----------------------------------
                                            Kevin J. O'Connor
                                            Chief Executive Officer and
                                            Chairman of the Board of Directors



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

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

<TABLE>
<CAPTION>
     SIGNATURES                               TITLE                               DATE
     ----------                               -----                               ----
<S>                                <C>                                       <C>
/s/ KEVIN J. O'CONNOR              Chief Executive Officer and Chairman      February 18, 2000
----------------------------       of the Board (Principal Executive
Kevin J. O'Connor                  Officer)



/s/ STEPHEN R. COLLINS              Chief Financial Officer                   February 18, 2000
----------------------------
Stephen R. Collins
</TABLE>



                                      II-4
<PAGE>   6

<TABLE>
<S>                                <C>                                       <C>
/s/ DAVID N. STROHM                Director                                  February 18, 2000
----------------------------
David N. Strohm



/s/ MARK E. NUNNELLY               Director                                  February 18, 2000
----------------------------
Mark E. Nunnelly



/s/ W. GRANT GREGORY               Director                                  February 18, 2000
----------------------------
W. Grant Gregory



/s/ DON PEPPERS                    Director                                  February 18, 2000
----------------------------
Don Peppers



/s/ THOMAS S. MURPHY               Director                                  February 18, 2000
----------------------------
Thomas S. Murphy
</TABLE>



                                      II-5

<PAGE>   7

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number     Exhibit
--------------     -------
<S>                <C>
       4.0         Instruments Defining Rights of Stockholders. Reference is made to
                   Registrant's Registration Statement No. 000-23709 on Form 8-A, and the
                   exhibits thereto, which are incorporated herein by reference pursuant to
                   Item 3(d) of this Registration Statement.
       5.0         Opinion of Brobeck, Phleger & Harrison LLP.
      23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
      23.2         Consent of KPMG LLP, Independent Accountants.
      23.3         Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
      24.0         Power of Attorney. Reference is made to page II-4 of this Registration
                   Statement.
      99.1         DoubleClick Inc. 1997 Stock Incentive Plan (as Amended and Restated Effective
                   as of April 9, 1999).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19684}]
{"company-data": {"conformed-name": "DOUBLECLICK INC", "cik": "0001049480", "assigned-sic": "7310", "irs-number": "133870996", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30726", "film-number": "549544"}, "business-address": {"street1": "450 W 33RD ST", "street2": "32ND FL", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2126830001"}, "mail-address": {"street1": "450 W 33RD ST", "city": "NEW YORK", "state": "NY", "zip": "10001"}}
1
   As filed with the Securities and Exchange Commission on February 18, 2000
                                              Registration No. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                DOUBLECLICK INC.
               (Exact name of issuer as specified in its charter)

              DELAWARE                                    13-3870996
   (State or other jurisdiction                          (IRS Employer
 of incorporation or organization)                     Identification No.)

                              450 WEST 33RD STREET
                            NEW YORK, NEW YORK 10001
               (Address of principal executive offices) (Zip Code)

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

                   DOUBLECLICK INC. 1997 STOCK INCENTIVE PLAN
                            (Full title of the plans)

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

                               KEVIN J. O'CONNOR
                  CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
                               BOARD OF DIRECTORS
                                DOUBLECLICK INC.
                              450 WEST 33RD STREET
                            NEW YORK, NEW YORK 10001
                    (Name and address of agent for service)
                                 (212) 683-0001
         (Telephone number, including area code, of agent for service)

                                -----------------
                         CALCULATION OF REGISTRATION FEE
Amount of
   Title of Securities to be      Amount to be      Offering Price      Aggregate        Registration
           Registered             Registered(1)        per Share      Offering Price         Fee
=====================================================================================================
DoubleClick Inc.
 1997 Stock Incentive Plan       4,748,152 shares     $ 92.65(2)     $439,916,282.80(2)   $116,137.89
 Common Stock, $0.001 par value
=====================================================================================================
(1) This Registration Statement shall also cover any additional shares of
    Registrant's Common Stock which become issuable under the Registrant's 1997
    Stock Incentive Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the
    Registrant's receipt of consideration which results in an increase in the
    number of the Registrant's outstanding shares of Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low selling prices per share of the Registrant's Common Stock on
    February 17, 2000, as reported by the Nasdaq National Market.

================================================================================
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

               DoubleClick Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1999 filed with the SEC on February 17, 2000;

        (b)     The Registrant's Current Reports on Form 8-K filed with the SEC
                on November 10, 1999 (as amended on Form 8-K/A filed with the
                SEC on January 10, 2000), December 8, 1999 (as amended on Form
                8-K/A filed with the SEC on January 10, 2000), January 13, 2000,
                January 27, 2000 (for period dates November 1, 1999 and
                January 11, 2000, respectively) and February 16, 2000;

        (c)     The Registrant's Registration Statement No. 000-23709 on Form
                8-A filed with the SEC on February 2, 1998 and amended on
                February 9, 1998 and December 1, 1998, in which there is
                described the terms, rights and provisions applicable to the
                Registrant's outstanding Common Stock.

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Capital Stock

               Inapplicable.

Item 5. Interests of Named Experts and Counsel

               Inapplicable.

Item 6. Indemnification of Directors and Officers

The Registrant's Certificate of Incorporation (the "Certificate") provides that,
except to the extent prohibited by the Delaware General Corporation Law (the
"DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Registrant. Under the DGCL, the directors have a
fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of

                                      II-1
3

nonmonetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the Registrant, for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the Federal securities laws or state or Federal environmental laws.

               The Registrant has obtained liability insurance for its officers
and directors. Section 145 of the DGCL empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any of the
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL and provides that the Registrant
shall fully indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding(whether civil, criminal, administrative or investigative) by reason
of the fact that such person is or was a director or officer of the Registrant,
or is or was serving at the request of the Registrant as a director or officer
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding.

               At present, there is no pending litigation or proceeding
involving any director, officer, employee or agent as to which indemnification
will be required or permitted under the Certificate. The Registrant is not aware
of any threatened litigation or proceeding that may result in a claim for such
indemnification.

Item 7. Exemption from Registration Claimed

               Inapplicable.

Item 8. Exhibits
Exhibit Number     Exhibit
--------------     -------
4.0         Instruments  Defining  Rights of  Stockholders. Reference is made to Registrant's
                   Registration Statement No. 000-23709 on Form 8-A, and the exhibits thereto, which
                   are incorporated herein by reference pursuant to Item 3(d) of this Registration
                   Statement.
       5.0         Opinion of Brobeck, Phleger & Harrison LLP.
      23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
      23.2         Consent of KPMG LLP, Independent Accountants.
      23.3         Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
      24.0         Power of Attorney. Reference is made to page II-4 of this Registration
                   Statement.
      99.1         DoubleClick Inc. 1997 Stock Incentive Plan (as Amended and Restated Effective as
                   of April 9, 1999).
II-2
4

Item 9. Undertakings

               A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement; (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 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) which, 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 clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
registration statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold upon the termination of the 1997 Stock Incentive Plan.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities and Exchange Act of
1934) that is incorporated by reference into this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

Registrant.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 18th day of
February, 2000.

                                        DOUBLECLICK INC.

                                        By: /s/ KEVIN J. O'CONNOR
                                           -----------------------------------
                                            Kevin J. O'Connor
                                            Chief Executive Officer and
                                            Chairman of the Board of Directors

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURES                               TITLE                               DATE
     ----------                               -----                               ----
/s/ KEVIN J. O'CONNOR              Chief Executive Officer and Chairman      February 18, 2000
----------------------------       of the Board (Principal Executive
Kevin J. O'Connor                  Officer)

/s/ STEPHEN R. COLLINS              Chief Financial Officer                   February 18, 2000
----------------------------
Stephen R. Collins
II-4
6
/s/ DAVID N. STROHM                Director                                  February 18, 2000
----------------------------
David N. Strohm

/s/ MARK E. NUNNELLY               Director                                  February 18, 2000
----------------------------
Mark E. Nunnelly

/s/ W. GRANT GREGORY               Director                                  February 18, 2000
----------------------------
W. Grant Gregory

/s/ DON PEPPERS                    Director                                  February 18, 2000
----------------------------
Don Peppers

/s/ THOMAS S. MURPHY               Director                                  February 18, 2000
----------------------------
Thomas S. Murphy
II-5
7

                                  EXHIBIT INDEX
Exhibit Number     Exhibit
--------------     -------
4.0         Instruments Defining Rights of Stockholders. Reference is made to
                   Registrant's Registration Statement No. 000-23709 on Form 8-A, and the
                   exhibits thereto, which are incorporated herein by reference pursuant to
                   Item 3(d) of this Registration Statement.
       5.0         Opinion of Brobeck, Phleger & Harrison LLP.
      23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
      23.2         Consent of KPMG LLP, Independent Accountants.
      23.3         Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
      24.0         Power of Attorney. Reference is made to page II-4 of this Registration
                   Statement.
      99.1         DoubleClick Inc. 1997 Stock Incentive Plan (as Amended and Restated Effective
                   as of April 9, 1999).