<PAGE>   1
    As filed with the Securities and Exchange Commission on February __, 1998
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  EXCITE, INC.
             (Exact name of registrant as specified in its charter)

                 CALIFORNIA                             77-0378215
      (State or other jurisdiction of                (I.R.S. employer
       incorporation or organization)               identification no.)

                                  555 BROADWAY
                         REDWOOD CITY, CALIFORNIA 94063
                    (Address of principal executive offices)

         OPTIONS TO PURCHASE COMMON STOCK OF MATCHLOGIC, INC. ASSUMED BY
                REGISTRATION PURSUANT TO AN AGREEMENT AND PLAN OF
                  REORGANIZATION DATED AS OF JANUARY 15, 1998.

                            (Full title of the plan)

                                 ROBERT C. HOOD
                EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                        AND CHIEF ADMINISTRATIVE OFFICER
                                  555 BROADWAY
                         REDWOOD CITY, CALIFORNIA 94063
                                 (650) 568-6000
(Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:

                              Mark C. Stevens, Esq.
                             Jeffrey R. Vetter, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE
======================================================================================================
                                                                       PROPOSED
                                    AMOUNT      PROPOSED MAXIMUM       MAXIMUM
   TITLE OF SECURITIES TO BE         TO BE       OFFERING PRICE       AGGREGATE         AMOUNT OF
          REGISTERED              REGISTERED        PER SHARE       OFFERING PRICE   REGISTRATION FEE
------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>                <C>                <C>    
Common Stock, no par value ..       440,835(1)      $1.69(2)        $745,011.15(2)       $219.78
======================================================================================================
</TABLE>

(1) Shares subject to assumed Matchlogic, Inc. stock options as of February 3,
    1998.

(2) Estimated pursuant to Rule 457(h)(l) under the Securities Act of 1933, as
    amended (the "Securities Act"), solely for the purpose of calculating the
    registration fee and based upon the weighted average exercise price of the
    assumed options.



<PAGE>   2


                                     PART I


ITEM 1.    PLAN INFORMATION.


ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(1)
































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

<PAGE>   3


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

        (a)    The Registrant's latest annual report on Form 10-K filed pursuant
               to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), which contains audited financial
               statements for the Registrant's latest fiscal year.

        (b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange Act since the end of the fiscal year covered by the
               annual report referred to in (a) above.

        (c)    The description of the Registrant's Common Stock contained in the
               Registrant's registration statement on Form 8-A filed with the
               Commission under Section 12 of the Exchange Act, including any
               amendment or report filed for the purpose of updating such
               description.

               All documents subsequently filed by the Registrant 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

               Not applicable.


ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

               The validity of the issuance of the shares of Common Stock
offered hereby upon the exercise of assumed stock options will be passed upon
for the Company by Fenwick & West LLP, Palo Alto, California. Certain members of
the firm of Fenwick & West LLP own an aggregate of 12,672 shares of the
Company's Common Stock.


ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Registrant's Articles of Incorporation include a provision
that eliminates the personal liability of its directors to the Registrant and
its shareholders for monetary damages for breach of the directors' fiduciary
duties to the fullest extent permitted by law. This limitation has no effect on
a director's liability (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that a director believes to be contrary to the best interests of the
Registrant or its shareholders or that involve the absence of good faith on the
part of the director, (iii) for any transaction from which a director derived an
improper personal benefit, (iv) for acts or omissions that show a reckless
disregard for the director's duty to the Registrant or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of a serious injury
to the Registrant or its shareholders, (v) for acts or omissions that constitute
an unexcused pattern of inattention that amounts to an abdication of the
director's duty to the Registrant or its shareholders, (vi) under Section 310 of
the California Corporations Code (the "California Code") (concerning contracts
or transactions between the Registrant and a director) or (vii) under Section
316 of the California Code (concerning directors' liability for improper
dividends, loans and guarantees). The provision does not extend to acts or
omissions of a director in his capacity as an officer. Further, the provision
will not affect the availability of injunctions and other equitable remedies
available to the Registrant's shareholders for any violation of a director's
fiduciary duty to the Registrant or its shareholders.




                                      II-1
<PAGE>   4

               The Registrant's Articles of Incorporation also include an
authorization for the Registrant to indemnify its agents (as defined in Section
317 of the California Code), through bylaw provisions, by agreement or
otherwise, to the fullest extent permitted by law. Pursuant to this latter
provision, the Registrant's Bylaws provide for indemnification of the
Registrant's directors and officers. In addition, the Registrant, at its
discretion, may provide indemnification to persons whom the Registrant is not
obligated to indemnify. The Bylaws also allow the Registrant to enter into
indemnity agreements with individual directors, officers, employees and other
agents. These indemnity agreements have been entered into with all directors and
provide the maximum indemnification permitted by law. These agreements, together
with the Registrant's Bylaws and Articles of Incorporation, may require the
Registrant, among other things, to indemnify such directors against certain
liabilities that may arise by reason of their status or service as directors
(other than liabilities resulting from willful misconduct of a culpable nature),
to advance expenses to them as they are incurred, provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification, and to obtain directors' and officers'
insurance if available on reasonable terms.

               Section 317 of the California Code and the Registrant's Bylaws
make provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.

               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.

               The Registrant maintains directors and officers liability
insurance with a per claim and annual aggregate coverage limit of $5,000,000.


ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                                 Description
-----------                                 -----------

<S>                   <C>
    4.01              Registrant's Articles of Incorporation, as amended
                      incorporated herein by reference to Registrant's
                      Registration Statement on Form S-8, File No. 333-07625,
                      filed with the Commission on July 3, 1996).

    4.02              Registrant's Bylaws (incorporated herein by reference to
                      Registrant's Registration Statement on Form SB-2, File No.
                      333-2328-LA, initially filed with the Commission on
                      March 11, 1996, and as subsequently amended through
                      April 3, 1996 (the "Form SB-2")).

    4.03              Form of Assumed Stock Option Grant Agreement, together
                      with Matchlogic, Inc. 1997 Equity Compensation Plan and
                      Related Agreements.

    4.04              Form of Specimen Stock Certificate for Registrant's Common
                      Stock (incorporated herein by reference to the Form SB-2).

    5.01              Opinion of Fenwick & West LLP.

   23.01              Consent of Fenwick & West LLP (included in Exhibit 5.01).

   23.02              Consent of Ernst & Young LLP, independent auditors.

   23.03              Consent of Price Waterhouse LLP, independent accountants.

   24.01              Power of Attorney (see page II-4).
</TABLE>




                                      II-2
<PAGE>   5

ITEM 9.    UNDERTAKINGS.

               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 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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

               (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 (1)(i) and (1)(ii) above do not apply
if the Registration Statement is on Form S-3 or Form S-8 or Form F-3, and 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 the Registration Statement.

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

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

        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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, 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-3
<PAGE>   6

                                   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 Redwood City, State of California, on the __ day of
February, 1998.


                                       EXCITE, INC.


                                       By: /s/ Robert C. Hood
                                           _____________________________________
                                            Robert C. Hood,
                                            Executive Vice President,
                                            Chief Administrative Officer
                                            and Chief Financial Officer



















                                      II-4
<PAGE>   7


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints George Bell and Robert C. Hood,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, 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 on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, 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> 

PRINCIPAL EXECUTIVE OFFICER
  AND DIRECTOR:

/s/ George Bell
__________________________________      President, Chief Executive        February 4, 1998
George Bell                             Officer and a Director


PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER


/s/ Robert C. Hood
__________________________________      Executive Vice President,         February 4, 1998
Robert C. Hood                          Chief Administrative Officer and
                                        Chief Executive Officer
ADDITIONAL DIRECTORS:


/s/ Joseph R. Kraus, IV
__________________________________      Director                          February 4, 1998
Joseph R. Kraus, IV


/s/ Vinod Khosla
__________________________________      Director                          February 4, 1998
Vinod Khosla


/s/ Geoffrey Y. Yang
__________________________________      Director                          February 4, 1998
Geoffrey Y. Yang


/s/ Donn M. Davis
__________________________________      Director                          February 4, 1998
Donn M. Davis
</TABLE>






                                      II-5
<PAGE>   8
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                                 Description
-----------                                 -----------

<S>                   <C>
    4.01              Registrant's Articles of Incorporation, as amended
                      incorporated herein by reference to Registrant's
                      Registration Statement on Form S-8, File No. 333-07625,
                      filed with the Commission on July 3, 1996).

    4.02              Registrant's Bylaws (incorporated herein by reference to
                      Registrant's Registration Statement on Form SB-2, File No.
                      333-2328-LA, initially filed with the Commission on
                      March 11, 1996, and as subsequently amended through
                      April 3, 1996 (the "Form SB-2")).

    4.03              Form of Assumed Stock Option Grant Agreement, together
                      with Matchlogic, Inc. 1996 Stock Option Plan and Related
                      Agreements.

    4.04              Form of Specimen Stock Certificate for Registrant's Common
                      Stock (incorporated herein by reference to the Form SB-2).

    5.01              Opinion of Fenwick & West LLP.

   23.01              Consent of Fenwick & West LLP (included in Exhibit 5.01).

   23.02              Consent of Ernst & Young LLP, independent auditors.

   23.03              Consent of Price Waterhouse LLP, independent accountants.

   24.01              Power of Attorney (see page II-4).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21273}]
{"company-data": {"conformed-name": "EXCITE INC", "cik": "0001007297", "assigned-sic": "7372", "irs-number": "770378215", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46591", "film-number": "98545736"}, "business-address": {"street1": "555 BROADWAY", "city": "REDWOOD", "state": "CA", "zip": "94063", "phone": "4155692139"}, "mail-address": {"street1": "555 BROADWAY", "city": "REDWOOD", "state": "CA", "zip": "94063"}}
1
    As filed with the Securities and Exchange Commission on February __, 1998
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  EXCITE, INC.
             (Exact name of registrant as specified in its charter)

                 CALIFORNIA                             77-0378215
      (State or other jurisdiction of                (I.R.S. employer
       incorporation or organization)               identification no.)

                                  555 BROADWAY
                         REDWOOD CITY, CALIFORNIA 94063
                    (Address of principal executive offices)

         OPTIONS TO PURCHASE COMMON STOCK OF MATCHLOGIC, INC. ASSUMED BY
                REGISTRATION PURSUANT TO AN AGREEMENT AND PLAN OF
                  REORGANIZATION DATED AS OF JANUARY 15, 1998.

                            (Full title of the plan)

                                 ROBERT C. HOOD
                EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                        AND CHIEF ADMINISTRATIVE OFFICER
                                  555 BROADWAY
                         REDWOOD CITY, CALIFORNIA 94063
                                 (650) 568-6000
(Name, address and telephone number, including area code, of agent for service)

                                   COPIES TO:

                              Mark C. Stevens, Esq.
                             Jeffrey R. Vetter, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
======================================================================================================
                                                                       PROPOSED
                                    AMOUNT      PROPOSED MAXIMUM       MAXIMUM
   TITLE OF SECURITIES TO BE         TO BE       OFFERING PRICE       AGGREGATE         AMOUNT OF
          REGISTERED              REGISTERED        PER SHARE       OFFERING PRICE   REGISTRATION FEE
------------------------------------------------------------------------------------------------------
Common Stock, no par value ..       440,835(1)      $1.69(2)        $745,011.15(2)       $219.78
======================================================================================================
(1) Shares subject to assumed Matchlogic, Inc. stock options as of February 3,
    1998.

(2) Estimated pursuant to Rule 457(h)(l) under the Securities Act of 1933, as
    amended (the "Securities Act"), solely for the purpose of calculating the
    registration fee and based upon the weighted average exercise price of the
    assumed options.
2

                                     PART I

ITEM 1.    PLAN INFORMATION.

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(1)

-----------
(1)  Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (the "Securities
     Act") and the Note to Part I of Form S-8.
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

        (a)    The Registrant's latest annual report on Form 10-K filed pursuant
               to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), which contains audited financial
               statements for the Registrant's latest fiscal year.

        (b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange Act since the end of the fiscal year covered by the
               annual report referred to in (a) above.

        (c)    The description of the Registrant's Common Stock contained in the
               Registrant's registration statement on Form 8-A filed with the
               Commission under Section 12 of the Exchange Act, including any
               amendment or report filed for the purpose of updating such
               description.

               All documents subsequently filed by the Registrant 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

               The validity of the issuance of the shares of Common Stock
offered hereby upon the exercise of assumed stock options will be passed upon
for the Company by Fenwick & West LLP, Palo Alto, California. Certain members of
the firm of Fenwick & West LLP own an aggregate of 12,672 shares of the
Company's Common Stock.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Registrant's Articles of Incorporation include a provision
that eliminates the personal liability of its directors to the Registrant and
its shareholders for monetary damages for breach of the directors' fiduciary
duties to the fullest extent permitted by law. This limitation has no effect on
a director's liability (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that a director believes to be contrary to the best interests of the
Registrant or its shareholders or that involve the absence of good faith on the
part of the director, (iii) for any transaction from which a director derived an
improper personal benefit, (iv) for acts or omissions that show a reckless
disregard for the director's duty to the Registrant or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of a serious injury
to the Registrant or its shareholders, (v) for acts or omissions that constitute
an unexcused pattern of inattention that amounts to an abdication of the
director's duty to the Registrant or its shareholders, (vi) under Section 310 of
the California Corporations Code (the "California Code") (concerning contracts
or transactions between the Registrant and a director) or (vii) under Section
316 of the California Code (concerning directors' liability for improper
dividends, loans and guarantees). The provision does not extend to acts or
omissions of a director in his capacity as an officer. Further, the provision
will not affect the availability of injunctions and other equitable remedies
available to the Registrant's shareholders for any violation of a director's
fiduciary duty to the Registrant or its shareholders.

                                      II-1
4

               The Registrant's Articles of Incorporation also include an
authorization for the Registrant to indemnify its agents (as defined in Section
317 of the California Code), through bylaw provisions, by agreement or
otherwise, to the fullest extent permitted by law. Pursuant to this latter
provision, the Registrant's Bylaws provide for indemnification of the
Registrant's directors and officers. In addition, the Registrant, at its
discretion, may provide indemnification to persons whom the Registrant is not
obligated to indemnify. The Bylaws also allow the Registrant to enter into
indemnity agreements with individual directors, officers, employees and other
agents. These indemnity agreements have been entered into with all directors and
provide the maximum indemnification permitted by law. These agreements, together
with the Registrant's Bylaws and Articles of Incorporation, may require the
Registrant, among other things, to indemnify such directors against certain
liabilities that may arise by reason of their status or service as directors
(other than liabilities resulting from willful misconduct of a culpable nature),
to advance expenses to them as they are incurred, provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification, and to obtain directors' and officers'
insurance if available on reasonable terms.

               Section 317 of the California Code and the Registrant's Bylaws
make provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.

               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.

               The Registrant maintains directors and officers liability
insurance with a per claim and annual aggregate coverage limit of $5,000,000.

ITEM 8. EXHIBITS
Exhibit No.                                 Description
-----------                                 -----------
4.01              Registrant's Articles of Incorporation, as amended
                      incorporated herein by reference to Registrant's
                      Registration Statement on Form S-8, File No. 333-07625,
                      filed with the Commission on July 3, 1996).

    4.02              Registrant's Bylaws (incorporated herein by reference to
                      Registrant's Registration Statement on Form SB-2, File No.
                      333-2328-LA, initially filed with the Commission on
                      March 11, 1996, and as subsequently amended through
                      April 3, 1996 (the "Form SB-2")).

    4.03              Form of Assumed Stock Option Grant Agreement, together
                      with Matchlogic, Inc. 1997 Equity Compensation Plan and
                      Related Agreements.

    4.04              Form of Specimen Stock Certificate for Registrant's Common
                      Stock (incorporated herein by reference to the Form SB-2).

    5.01              Opinion of Fenwick & West LLP.

   23.01              Consent of Fenwick & West LLP (included in Exhibit 5.01).

   23.02              Consent of Ernst & Young LLP, independent auditors.

   23.03              Consent of Price Waterhouse LLP, independent accountants.

   24.01              Power of Attorney (see page II-4).
II-2
5

ITEM 9.    UNDERTAKINGS.

               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 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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

               (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 (1)(i) and (1)(ii) above do not apply
if the Registration Statement is on Form S-3 or Form S-8 or Form F-3, and 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 the Registration Statement.

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

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

        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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, 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-3
6

                                   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 Redwood City, State of California, on the __ day of
February, 1998.

                                       EXCITE, INC.

                                       By: /s/ Robert C. Hood
                                           _____________________________________
                                            Robert C. Hood,
                                            Executive Vice President,
                                            Chief Administrative Officer
                                            and Chief Financial Officer

                                      II-4
7

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints George Bell and Robert C. Hood,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, 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 on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                              Title                        Date
          ---------                              -----                        ----
PRINCIPAL EXECUTIVE OFFICER
  AND DIRECTOR:

/s/ George Bell
__________________________________      President, Chief Executive        February 4, 1998
George Bell                             Officer and a Director

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER

/s/ Robert C. Hood
__________________________________      Executive Vice President,         February 4, 1998
Robert C. Hood                          Chief Administrative Officer and
                                        Chief Executive Officer
ADDITIONAL DIRECTORS:

/s/ Joseph R. Kraus, IV
__________________________________      Director                          February 4, 1998
Joseph R. Kraus, IV

/s/ Vinod Khosla
__________________________________      Director                          February 4, 1998
Vinod Khosla

/s/ Geoffrey Y. Yang
__________________________________      Director                          February 4, 1998
Geoffrey Y. Yang

/s/ Donn M. Davis
__________________________________      Director                          February 4, 1998
Donn M. Davis
II-5
8
                               INDEX TO EXHIBITS
Exhibit No.                                 Description
-----------                                 -----------
4.01              Registrant's Articles of Incorporation, as amended
                      incorporated herein by reference to Registrant's
                      Registration Statement on Form S-8, File No. 333-07625,
                      filed with the Commission on July 3, 1996).

    4.02              Registrant's Bylaws (incorporated herein by reference to
                      Registrant's Registration Statement on Form SB-2, File No.
                      333-2328-LA, initially filed with the Commission on
                      March 11, 1996, and as subsequently amended through
                      April 3, 1996 (the "Form SB-2")).

    4.03              Form of Assumed Stock Option Grant Agreement, together
                      with Matchlogic, Inc. 1996 Stock Option Plan and Related
                      Agreements.

    4.04              Form of Specimen Stock Certificate for Registrant's Common
                      Stock (incorporated herein by reference to the Form SB-2).

    5.01              Opinion of Fenwick & West LLP.

   23.01              Consent of Fenwick & West LLP (included in Exhibit 5.01).

   23.02              Consent of Ernst & Young LLP, independent auditors.

   23.03              Consent of Price Waterhouse LLP, independent accountants.

   24.01              Power of Attorney (see page II-4).