<PAGE>   1

   As filed with the Securities and Exchange Commission on October 27, 1999
                                                 Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

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

                            WOMEN.COM NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

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

           DELAWARE                                     13-4059516
   (State of Incorporation)               (I.R.S. Employer Identification No.)

                          1820 GATEWAY DRIVE, SUITE 100
                           SAN MATEO, CALIFORNIA 94404
                                 (650) 378-6500
                    (Address of principal executive offices)

                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                 AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                MARLEEN MCDANIEL
         CHAIRPERSON OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                          1820 GATEWAY DRIVE, SUITE 100
                           SAN MATEO, CALIFORNIA 94404
                                 (650) 378-6500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                                 MARK P. TANOURY
                                 JOHN M. GESCHKE
                               DAVID E. LILLEVAND
                               COOLEY GODWARD LLP
                               3000 SAND HILL ROAD
                              BUILDING 3, SUITE 230
                              MENLO PARK, CA 94025

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================
                                           PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECUITIES      AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
   TO BE REGISTERED       REGISTERED          SHARE(1)              PRICE(1)           REGISTRATION FEE
=========================================================================================================
<S>                      <C>              <C>                   <C>                   <C>
Stock Options and                           (See Notes to
Common Stock (par          8,816,385        Calculation of
value $.001)                shares          Registration Fee)      $74,007,291             $20,574
=========================================================================================================
</TABLE>



(1)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457(h) under the Securities Act of
        1933, as amended. The offering price per share and aggregate offering
        price are based upon (a) the weighted average exercise price for shares
        subject to outstanding options granted pursuant to Women.com Networks,
        Inc.'s (i) Amended and Restated 1994 Stock Option Plan and (ii) Amended
        and Restated 1998 Equity Incentive Plan and (b) the average of the high
        and low prices of Registrant's Common Stock on October 21, 1999 as
        reported on the Nasdaq National Market.


<PAGE>   2
The chart below details the calculations of the registration fee:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                  OFFERING PRICE  AGGREGATE OFFERING
           SECURITIES                         NUMBER OF SHARES        PER SHARE          PRICE
-----------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>             <C>
Shares issuable pursuant to outstanding
options under the Amended and Restated
1994 Stock Option and Amended and
Restated 1998 Equity Incentive Plan              5,317,279           $   3.96          21,056,425

Shares reserved for future
issuance pursuant to the
Amended and Restated 1998
Equity Incentive Plan                            2,499,106           $  15.81          39,510,866

Shares reserved for future
issuance pursuant to the
Employee Stock Purchase Plan                     1,000,000           $  13.44          13,440,000

Proposed Maximum Offering Price                                                    $   74,007,289

Registration Fee                                                                   $       20,574
-----------------------------------------------------------------------------------------------------
</TABLE>

                                       1.
<PAGE>   3


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by Women.com Networks, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

        (a) The Company's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on October 15, 1999
(No. 333-78363).

        (b) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed May 13, 1999, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

        The legality of the Common Stock offered hereby will be passed upon for
the Company by Cooley Godward LLP, Menlo Park, California ("Cooley Godward"). An
investment partnership comprised of members and senior associates of Cooley
Godward beneficially owns 19,791 shares of the Registrant's Common Stock and
individual members and associates of Cooley Godward beneficially own an
aggregate of 2,700 shares of the Registrant's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware General Corporation Law authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act of 1933, as amended.

        As permitted by Delaware law, our Restated Certificate of Incorporation
includes a provision that eliminates the personal liability of its directors for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to us or our
stockholders; (2) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (3) under Section 174 of
the Delaware General Corporation Law regarding unlawful dividends and stock
purchases; or (4) for any transaction from which the director derived an
improper personal benefit.

        As permitted by Delaware law, our Restated Certificate of Incorporation
provides that (1) we are required to indemnify our directors and officers to the
fullest extent permitted by Delaware law, subject to certain very limited
exceptions; (2) we are permitted to indemnify our other employees to the extent
that we indemnify our officers and directors, unless otherwise required by law,
our Restated Certificate of Incorporation, our bylaws or agreements; (3) we are
required to advance expenses, as incurred, to our directors and officers in
connection with a legal proceeding to the fullest extent permitted by Delaware
law, subject to certain very limited exceptions; and (4) the rights conferred in
the Restated Certificate of Incorporation are not exclusive.

        Our Amended and Restated Bylaws provide that we shall indemnify our
directors and executive officers and may indemnify our other offices and
employees and other agents to the fullest extent permitted by law. We believe
that indemnification under our Amended and Restated Bylaws covers at least
negligence and gross negligence on the part of indemnified parties. Our Amended
and Restated Bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the Amended and Restated Bylaws
would permit indemnification.

                                       2.
<PAGE>   4

        We have entered into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our Amended and
Restated Bylaws. These agreements, among other things, indemnify our directors
and executive officers for certain expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by us arising out of such person's
services as our director or executive officer, any of our subsidiaries or any
other company or enterprise to which the person provides services at our
request. We believe that these provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.

                                    EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER

<S>            <C>
4.1*           Restated Certificate of Incorporation of the Company.

4.2*           Amended and Restated Bylaws of the Company.

5.1            Opinion of Cooley Godward LLP.

23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2           Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1           Power of Attorney is contained on the signature pages.

99.1*          Amended and Restated 1998 Equity Incentive Plan.

99.2*          Employee Stock Purchase Plan.

99.3*          Amended and Restated 1994 Stock Option Plan.

-------------
</TABLE>

* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-78363), filed with the SEC on May 13, 1999.

                                  UNDERTAKINGS

1.      The undersigned registrant hereby undertakes:

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

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

               (ii)   To reflect in the  prospectus  any facts or events
                      arising after the effective date of the registration
                      statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in the registration statement. Notwithstanding the
                      foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high end of
                      the estimated maximum offering range may be reflected in
                      the form of prospectus filed with the Commission pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price represent no more than a 20% change in the
                      maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement; and

                                       3.
<PAGE>   5

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

        Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
        the information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the issuer
        pursuant to section 13 or section 15(d) of the Exchange Act that are
        incorporated by reference herein.

        (b)    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 herein, and the offering of such securities at
               that time shall be deemed to be the initial bona fide offering
               thereof.

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

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

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

                                       4.
<PAGE>   6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 San Mateo, State of California, on October 27, 1999.

                                         WOMEN.COM NETWORKS, INC.





                                         By     /s/ Marleen McDaniel
                                            -----------------------------------
                                                    Marleen McDaniel

                                         Title:Chairperson of the Board, Chief
                                               Executive Officer and President

                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
          SIGNATURE                               TITLE                               DATE
<S>                                         <C>                                 <C>
        /s/ Marleen McDaniel                Chairperson of the Board, Chief     October 27, 1999
    -----------------------------           Executive Officer and President
            Marleen McDaniel                (Principal Executive Officer)

        /s/ Michael Perry                   Chief Financial Officer             October 27, 1999
    -----------------------------           (Principal Financial and
            Michael Perry                   Accounting Officer)

        /s/ Natalie Egleston                Director                            October 27, 1999
    -----------------------------
            Natalie Egleston

        /s/ Barry Weinman                   Director                            October 27, 1999
    -----------------------------
            Barry Weinman

        /s/ William Miller                  Director                            October 27, 1999
    -----------------------------
            William Miller

        /s/ Cathleen Black                  Director                            October 27, 1999
    -----------------------------
            Cathleen Black
</TABLE>

                                       5.
<PAGE>   7


<TABLE>
<S>                                        <C>                                 <C>
        /s/ Alfred Sikes                    Director                           October 27, 1999
    -----------------------------
            Alfred Sikes


        /s/ Nancy Lindemeyer                Director                            October 27, 1999
    -----------------------------
            Nancy Lindemeyer

        /s/ Mark Miller                     Director                            October 27, 1999
    -----------------------------
            Mark Miller

        /s/ James Asher                     Director                            October 27, 1999
    -----------------------------
            James Asher

        /s/ David Galloway                  Director                            October 27, 1999
    -----------------------------
            David Galloway

</TABLE>

                                       6.
<PAGE>   8




                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                              DESCRIPTION
<S>            <C>
4.1*           Restated Certificate of Incorporation of the Company.

4.2*           Amended and Restated Bylaws of the Company.

5.1            Opinion of Cooley Godward LLP.

23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2           Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1           Power of Attorney is contained on the signature pages.

99.1*          Amended and Restated 1998 Equity Incentive Plan.

99.2*          Employee Stock Purchase Plan.

99.3*          Amended and Restated 1994 Stock Option Plan.
</TABLE>

-------------
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-78363), filed with the SEC on May 13, 1999.

                                       7.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21580}]
{"company-data": {"conformed-name": "WOMEN COM NETWORKS INC", "cik": "0001084609", "assigned-sic": "2741", "irs-number": "770321380", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89753", "film-number": "99734893"}, "business-address": {"street1": "1820 GATEWAY DRIVE", "street2": "STE 100", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "6503786500"}, "mail-address": {"street1": "1820 GATEWAY DR STE 100", "city": "SAN MATEO", "state": "CA", "zip": "94404"}}
1

   As filed with the Securities and Exchange Commission on October 27, 1999
                                                 Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

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

                            WOMEN.COM NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

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

           DELAWARE                                     13-4059516
   (State of Incorporation)               (I.R.S. Employer Identification No.)

                          1820 GATEWAY DRIVE, SUITE 100
                           SAN MATEO, CALIFORNIA 94404
                                 (650) 378-6500
                    (Address of principal executive offices)

                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                 AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                MARLEEN MCDANIEL
         CHAIRPERSON OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                          1820 GATEWAY DRIVE, SUITE 100
                           SAN MATEO, CALIFORNIA 94404
                                 (650) 378-6500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                                 MARK P. TANOURY
                                 JOHN M. GESCHKE
                               DAVID E. LILLEVAND
                               COOLEY GODWARD LLP
                               3000 SAND HILL ROAD
                              BUILDING 3, SUITE 230
                              MENLO PARK, CA 94025

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                           PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECUITIES      AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
   TO BE REGISTERED       REGISTERED          SHARE(1)              PRICE(1)           REGISTRATION FEE
=========================================================================================================
Stock Options and                           (See Notes to
Common Stock (par          8,816,385        Calculation of
value $.001)                shares          Registration Fee)      $74,007,291             $20,574
=========================================================================================================
(1)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457(h) under the Securities Act of
        1933, as amended. The offering price per share and aggregate offering
        price are based upon (a) the weighted average exercise price for shares
        subject to outstanding options granted pursuant to Women.com Networks,
        Inc.'s (i) Amended and Restated 1994 Stock Option Plan and (ii) Amended
        and Restated 1998 Equity Incentive Plan and (b) the average of the high
        and low prices of Registrant's Common Stock on October 21, 1999 as
        reported on the Nasdaq National Market.
2
The chart below details the calculations of the registration fee:
-----------------------------------------------------------------------------------------------------
                                                                  OFFERING PRICE  AGGREGATE OFFERING
           SECURITIES                         NUMBER OF SHARES        PER SHARE          PRICE
-----------------------------------------------------------------------------------------------------
Shares issuable pursuant to outstanding
options under the Amended and Restated
1994 Stock Option and Amended and
Restated 1998 Equity Incentive Plan              5,317,279           $   3.96          21,056,425

Shares reserved for future
issuance pursuant to the
Amended and Restated 1998
Equity Incentive Plan                            2,499,106           $  15.81          39,510,866

Shares reserved for future
issuance pursuant to the
Employee Stock Purchase Plan                     1,000,000           $  13.44          13,440,000

Proposed Maximum Offering Price                                                    $   74,007,289

Registration Fee                                                                   $       20,574
-----------------------------------------------------------------------------------------------------
1.
3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by Women.com Networks, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

        (a) The Company's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on October 15, 1999
(No. 333-78363).

        (b) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed May 13, 1999, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

        The legality of the Common Stock offered hereby will be passed upon for
the Company by Cooley Godward LLP, Menlo Park, California ("Cooley Godward"). An
investment partnership comprised of members and senior associates of Cooley
Godward beneficially owns 19,791 shares of the Registrant's Common Stock and
individual members and associates of Cooley Godward beneficially own an
aggregate of 2,700 shares of the Registrant's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware General Corporation Law authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act of 1933, as amended.

        As permitted by Delaware law, our Restated Certificate of Incorporation
includes a provision that eliminates the personal liability of its directors for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to us or our
stockholders; (2) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (3) under Section 174 of
the Delaware General Corporation Law regarding unlawful dividends and stock
purchases; or (4) for any transaction from which the director derived an
improper personal benefit.

        As permitted by Delaware law, our Restated Certificate of Incorporation
provides that (1) we are required to indemnify our directors and officers to the
fullest extent permitted by Delaware law, subject to certain very limited
exceptions; (2) we are permitted to indemnify our other employees to the extent
that we indemnify our officers and directors, unless otherwise required by law,
our Restated Certificate of Incorporation, our bylaws or agreements; (3) we are
required to advance expenses, as incurred, to our directors and officers in
connection with a legal proceeding to the fullest extent permitted by Delaware
law, subject to certain very limited exceptions; and (4) the rights conferred in
the Restated Certificate of Incorporation are not exclusive.

        Our Amended and Restated Bylaws provide that we shall indemnify our
directors and executive officers and may indemnify our other offices and
employees and other agents to the fullest extent permitted by law. We believe
that indemnification under our Amended and Restated Bylaws covers at least
negligence and gross negligence on the part of indemnified parties. Our Amended
and Restated Bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the Amended and Restated Bylaws
would permit indemnification.

                                       2.
4

        We have entered into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our Amended and
Restated Bylaws. These agreements, among other things, indemnify our directors
and executive officers for certain expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by us arising out of such person's
services as our director or executive officer, any of our subsidiaries or any
other company or enterprise to which the person provides services at our
request. We believe that these provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.

                                    EXHIBITS
EXHIBIT
NUMBER
4.1*           Restated Certificate of Incorporation of the Company.

4.2*           Amended and Restated Bylaws of the Company.

5.1            Opinion of Cooley Godward LLP.

23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2           Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1           Power of Attorney is contained on the signature pages.

99.1*          Amended and Restated 1998 Equity Incentive Plan.

99.2*          Employee Stock Purchase Plan.

99.3*          Amended and Restated 1994 Stock Option Plan.

-------------
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-78363), filed with the SEC on May 13, 1999.

                                  UNDERTAKINGS

1.      The undersigned registrant hereby undertakes:

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

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

               (ii)   To reflect in the  prospectus  any facts or events
                      arising after the effective date of the registration
                      statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in the registration statement. Notwithstanding the
                      foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high end of
                      the estimated maximum offering range may be reflected in
                      the form of prospectus filed with the Commission pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price represent no more than a 20% change in the
                      maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement; and

                                       3.
5

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

        Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
        the information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the issuer
        pursuant to section 13 or section 15(d) of the Exchange Act that are
        incorporated by reference herein.

        (b)    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 herein, and the offering of such securities at
               that time shall be deemed to be the initial bona fide offering
               thereof.

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

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

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

                                       4.
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 San Mateo, State of California, on October 27, 1999.

                                         WOMEN.COM NETWORKS, INC.

                                         By     /s/ Marleen McDaniel
                                            -----------------------------------
                                                    Marleen McDaniel

                                         Title:Chairperson of the Board, Chief
                                               Executive Officer and President

                                POWER OF ATTORNEY

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

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                               TITLE                               DATE
/s/ Marleen McDaniel                Chairperson of the Board, Chief     October 27, 1999
    -----------------------------           Executive Officer and President
            Marleen McDaniel                (Principal Executive Officer)

        /s/ Michael Perry                   Chief Financial Officer             October 27, 1999
    -----------------------------           (Principal Financial and
            Michael Perry                   Accounting Officer)

        /s/ Natalie Egleston                Director                            October 27, 1999
    -----------------------------
            Natalie Egleston

        /s/ Barry Weinman                   Director                            October 27, 1999
    -----------------------------
            Barry Weinman

        /s/ William Miller                  Director                            October 27, 1999
    -----------------------------
            William Miller

        /s/ Cathleen Black                  Director                            October 27, 1999
    -----------------------------
            Cathleen Black
5.
7
/s/ Alfred Sikes                    Director                           October 27, 1999
    -----------------------------
            Alfred Sikes

        /s/ Nancy Lindemeyer                Director                            October 27, 1999
    -----------------------------
            Nancy Lindemeyer

        /s/ Mark Miller                     Director                            October 27, 1999
    -----------------------------
            Mark Miller

        /s/ James Asher                     Director                            October 27, 1999
    -----------------------------
            James Asher

        /s/ David Galloway                  Director                            October 27, 1999
    -----------------------------
            David Galloway
6.
8

                                  EXHIBIT INDEX
EXHIBIT
NUMBER                              DESCRIPTION
4.1*           Restated Certificate of Incorporation of the Company.

4.2*           Amended and Restated Bylaws of the Company.

5.1            Opinion of Cooley Godward LLP.

23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2           Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1           Power of Attorney is contained on the signature pages.

99.1*          Amended and Restated 1998 Equity Incentive Plan.

99.2*          Employee Stock Purchase Plan.

99.3*          Amended and Restated 1994 Stock Option Plan.
-------------
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-78363), filed with the SEC on May 13, 1999.

                                       7.