<PAGE>   1

   As filed with the Securities and Exchange Commission on February 29, 2000
                                                     Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                NIKU CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                  DELAWARE                                      77-0473454
        (State or Other Jurisdiction                         (I.R.S. Employer
      of Incorporation or Organization)                     Identification No.)

                                NIKU CORPORATION
                                 305 MAIN STREET
                         REDWOOD CITY, CALIFORNIA 94063
          (Address of Principal Executive Offices, including Zip Code)

                                 1998 STOCK PLAN
                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                           (Full Titles of the Plans)

                                 FARZAD DIBACHI
                             CHIEF EXECUTIVE OFFICER
                                NIKU CORPORATION
                                 305 MAIN STREET
                         REDWOOD CITY, CALIFORNIA 94063
                                 (650) 298-4600
            (Name, Address and Telephone Number of Agent for Service)

                                   COPIES TO:

                            Dennis R. DeBroeck, Esq.
                             Jeffrey R. Vetter, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                     PROPOSED
                                     AMOUNT          MAXIMUM        PROPOSED MAXIMUM     AMOUNT OF
   TITLE OF SECURITIES TO BE          TO BE       OFFERING PRICE       AGGREGATE        REGISTRATION
           REGISTERED              REGISTERED       PER SHARE       OFFERING PRICE         FEE
----------------------------------------------------------------------------------------------------

<S>                               <C>             <C>              <C>                 <C>
Common Stock, $0.0001 par value   7,647,148 (1)       $24.00        $183,531,552         $48,453

Common Stock, $0.0001 par value   4,921,236 (2)       $1.03 (3)       $5,068,874          $1,339
---------------------------------------------------------------------------------------------------
            TOTAL                 12,568,384                                             $49,852
===================================================================================================
</TABLE>

(1)    Represents the aggregate of 6,647,148 shares available for grant as of
       January 29, 2000 under the Registrant's 2000 Equity Incentive Plan and
       1,000,000 shares available for grant as of January 29, 2000 under
       Registrant's 2000 Employee Stock Purchase Plan.

(2)    Represents certain shares subject to options outstanding as of January
       29, 2000 under the Registrant's 1998 Stock Plan.

(3)    Weighted average per share exercise price for such outstanding options
       pursuant to Rule 457(h)(1).



<PAGE>   2

                                     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 prospectus filed pursuant to Rule 424(b) under
              the Securities Act of 1933, as amended (the "Securities Act"),
              which contains audited financial statements of the Registrant for
              the fiscal year ended January 31, 1999 and for the nine months
              ended October 31, 1999.

       (b)    The description of the Registrant's common stock contained in the
              Registrant's Registration Statement on Form 8-A filed under
              Section 12(g) of 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 documents subsequently filed by 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 to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES - SECURITIES TO BE PURCHASED.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Fenwick & West LLP, Palo Alto, California, will pass upon the validity of
the shares of Common Stock offered hereby. Three investment partnerships of
Fenwick & West LLP beneficially own an aggregate of 55,126 shares of the
Registrant's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the Delaware General Corporation Law authorizes a court to
award, or 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.

       As permitted by the Delaware General Corporation Law, the Registrant's
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:

       ~      for any breach of the director's duty of loyalty to the Registrant
              or its stockholders;

       ~      for acts or omissions not in good faith or that involve
              intentional misconduct or a knowing violation of law;

       ~      under Section 174 of the Delaware General Corporation Law
              regarding unlawful dividends and stock purchases; or

       ~      for any transaction from which the director derived an improper
              personal benefit.



<PAGE>   3

       As permitted by the Delaware General Corporation Law, the Registrant's
Bylaws provide that:

       ~      the Registrant is required to indemnify its directors and officers
              to the fullest extent permitted by the Delaware General
              Corporation Law, subject to certain very limited exceptions;

       ~      the Registrant may indemnify its other employees and agents to the
              fullest extent permitted by the Delaware General Corporation Law,
              subject to very limited exceptions;

       ~      the Registrant is required to advance expenses, as incurred, to
              its directors and officers in connection with a legal proceeding;

       ~      the Registrant may advance expenses, as incurred, to its employees
              and agents in connection with a legal proceeding; and

       ~      the rights conferred in the Bylaws are not exclusive.

       The Registrant has entered into Indemnification Agreements with each of
its current directors and executive officers to give such directors and officers
additional contractual assurances regarding the scope of the indemnification set
forth in the Registrant's Certificate of Incorporation and to provide additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of Registrant regarding which
indemnification is sought, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification.

       Reference is also made to Section 8 of the Underwriting Agreement
relating to Registrant's initial public offering, effected pursuant to
Registrant's Registration Statement on Form S-1 (File No. 333-93439) originally
filed with the Commission on December 22, 1999, as subsequently amended (the
"Form S-1"), which provides for the indemnification of officers, directors and
controlling persons of the Registrant against certain liabilities. The
indemnification provision in the Registrant's Certificate of Incorporation,
Bylaws and the Indemnification Agreements entered into between the Registrant
and each of its directors and officers may be sufficiently broad to permit
indemnification of the Registrant's directors and officers for liabilities
arising under the Securities Act.

       The Registrant maintains directors' and officers' liability insurance and
expects to obtain a rider to such coverage for securities matters.

       See also the undertakings set out in response to Item 9.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
        Exhibit
        Number                           Exhibit Title
        ------                           -------------
        <S>           <C>
         4.01         Registrant's Amended and Restated Certificate of
                      Incorporation, as amended through November 17, 1999
                      (incorporated herein by reference to Exhibit 3.01 of the
                      Form S-1).

         4.02         Registrant's Form of Amended and Restated Certificate of
                      Incorporation (to be filed immediately after the closing
                      of Registrant's initial public offering) (incorporated
                      herein by reference to Exhibit 3.02 of the Form S-1).

         4.03         Registrant's Amended and Restated Bylaws (incorporated herein by
                      reference to Exhibit 3.03 of the Form S-1).
</TABLE>



                                       2
<PAGE>   4

<TABLE>
        <S>           <C>
         4.04         Registrant's Form of Amended and Restated Bylaws (to be
                      filed immediately after the closing of Registrant's
                      initial public offering) (incorporated herein by reference
                      to Exhibit 3.04 of the Form S-1).

         4.05         Form of Specimen Certificate for Registrant's common stock
                      (incorporated herein by reference to Exhibit 4.01 of the
                      Form S-1).

         4.06         Fourth Amended and Restated Investors' Rights Agreement,
                      dated November 18, 1999 as amended in December 1999
                      (incorporated herein by reference to Exhibit 4.02 of the
                      Form S-1).

         4.07         Registrant's 1998 Stock Plan, as amended (incorporated
                      herein by reference to Exhibit 10.02 of the Form S-1).

         4.08         Registrant's 2000 Equity Incentive Plan (incorporated
                      herein by reference to Exhibit 10.03 of the Form S-1).

         4.09         Registrant's 2000 Employee Stock Purchase Plan
                      (incorporated herein by reference to Exhibit 10.04 of the
                      Form S-1).

         5.01         Opinion of Fenwick & West LLP regarding legality of the securities
                      being registered.

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

        23.02         Consent of KPMG LLP, independent accountants.

        24.01         Power of Attorney (see page 5).
</TABLE>

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 of 1933;

              (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)(a)(i) and (1)(b)(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 with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.



                                       3
<PAGE>   5

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

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

       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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification 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 Redwood City, State of California, on this 29th day
of February, 2000.

                                            NIKU CORPORATION


                                            By: /s/ Farzad Dibachi
                                               ---------------------------------
                                                Niku Corporation
                                                Chief Executive Officer


                                POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Farzad Dibachi, Joshua Pickus,
Mark Nelson and Harold Slawik, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or any substitute, may do or cause to be
done by virtue hereof.

       Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on February 29, 2000 by the following persons in the
capacities indicated:

             Signature                                  Title


         /s/ Farzad Dibachi                 Chief Executive Officer and Director
------------------------------------
           Farzad Dibachi

           /s/ Mark Nelson                  Chief Financial Officer
------------------------------------
             Mark Nelson

         /s/ Michael Brooks                 Director
------------------------------------
           Michael Brooks

            /s/ John Chen                   Director
------------------------------------
              John Chen

         /s/ Terence Garnett                Director
------------------------------------
           Terence Garnett

        /s/ William Raduchel                Director
------------------------------------
          William Raduchel

          /s/ Maynard Webb                  Director
------------------------------------
            Maynard Webb



                                       5
<PAGE>   7




                                NIKU CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
        Exhibit
        Number                           Exhibit Title
        ------                           -------------
        <S>           <C>
         4.01         Registrant's Amended and Restated Certificate of
                      Incorporation, as amended through November 17, 1999
                      (incorporated herein by reference to Exhibit 3.01 of the
                      Form S-1).

         4.02         Registrant's Form of Amended and Restated Certificate of
                      Incorporation (to be filed immediately after the closing
                      of Registrant's initial public offering) (incorporated
                      herein by reference to Exhibit 3.02 of the Form S-1).

         4.03         Registrant's Amended and Restated Bylaws (incorporated herein by
                      reference to Exhibit 3.03 of the Form S-1).

         4.04         Registrant's Form of Amended and Restated Bylaws (to be
                      filed immediately after the closing of Registrant's
                      initial public offering) (incorporated herein by reference
                      to Exhibit 3.04 of the Form S-1).

         4.05         Form of Specimen Certificate for Registrant's common stock
                      (incorporated herein by reference to Exhibit 4.01 of the
                      Form S-1).

         4.06         Fourth Amended and Restated Investors' Rights Agreement,
                      dated November 18, 1999 as amended in December 1999
                      (incorporated herein by reference to Exhibit 4.02 of the
                      Form S-1).

         4.07         Registrant's 1998 Stock Plan, as amended (incorporated
                      herein by reference to Exhibit 10.02 of the Form S-1).

         4.08         Registrant's 2000 Equity Incentive Plan (incorporated
                      herein by reference to Exhibit 10.03 of the Form S-1).

         4.09         Registrant's 2000 Employee Stock Purchase Plan
                      (incorporated herein by reference to Exhibit 10.04 of the
                      Form S-1).

         5.01         Opinion of Fenwick & West LLP regarding legality of the securities
                      being registered.

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

        23.02         Consent of KPMG LLP, independent accountants.

        24.01         Power of Attorney (see page 5).
</TABLE>



                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21800}]
{"company-data": {"conformed-name": "NIKU CORP", "cik": "0001076641", "assigned-sic": "7389", "irs-number": "770473454", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31318", "film-number": "557369"}, "business-address": {"street1": "305 MAIN STREET", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6502984600"}, "mail-address": {"street1": "305 MAIN STREET", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}}
1

   As filed with the Securities and Exchange Commission on February 29, 2000
                                                     Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                NIKU CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                  DELAWARE                                      77-0473454
        (State or Other Jurisdiction                         (I.R.S. Employer
      of Incorporation or Organization)                     Identification No.)

                                NIKU CORPORATION
                                 305 MAIN STREET
                         REDWOOD CITY, CALIFORNIA 94063
          (Address of Principal Executive Offices, including Zip Code)

                                 1998 STOCK PLAN
                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                           (Full Titles of the Plans)

                                 FARZAD DIBACHI
                             CHIEF EXECUTIVE OFFICER
                                NIKU CORPORATION
                                 305 MAIN STREET
                         REDWOOD CITY, CALIFORNIA 94063
                                 (650) 298-4600
            (Name, Address and Telephone Number of Agent for Service)

                                   COPIES TO:

                            Dennis R. DeBroeck, Esq.
                             Jeffrey R. Vetter, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                     AMOUNT          MAXIMUM        PROPOSED MAXIMUM     AMOUNT OF
   TITLE OF SECURITIES TO BE          TO BE       OFFERING PRICE       AGGREGATE        REGISTRATION
           REGISTERED              REGISTERED       PER SHARE       OFFERING PRICE         FEE
----------------------------------------------------------------------------------------------------
Common Stock, $0.0001 par value   7,647,148 (1)       $24.00        $183,531,552         $48,453

Common Stock, $0.0001 par value   4,921,236 (2)       $1.03 (3)       $5,068,874          $1,339
---------------------------------------------------------------------------------------------------
            TOTAL                 12,568,384                                             $49,852
===================================================================================================
(1)    Represents the aggregate of 6,647,148 shares available for grant as of
       January 29, 2000 under the Registrant's 2000 Equity Incentive Plan and
       1,000,000 shares available for grant as of January 29, 2000 under
       Registrant's 2000 Employee Stock Purchase Plan.

(2)    Represents certain shares subject to options outstanding as of January
       29, 2000 under the Registrant's 1998 Stock Plan.

(3)    Weighted average per share exercise price for such outstanding options
       pursuant to Rule 457(h)(1).
2

                                     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 prospectus filed pursuant to Rule 424(b) under
              the Securities Act of 1933, as amended (the "Securities Act"),
              which contains audited financial statements of the Registrant for
              the fiscal year ended January 31, 1999 and for the nine months
              ended October 31, 1999.

       (b)    The description of the Registrant's common stock contained in the
              Registrant's Registration Statement on Form 8-A filed under
              Section 12(g) of 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 documents subsequently filed by 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 to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES - SECURITIES TO BE PURCHASED.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Fenwick & West LLP, Palo Alto, California, will pass upon the validity of
the shares of Common Stock offered hereby. Three investment partnerships of
Fenwick & West LLP beneficially own an aggregate of 55,126 shares of the
Registrant's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the Delaware General Corporation Law authorizes a court to
award, or 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.

       As permitted by the Delaware General Corporation Law, the Registrant's
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:

       ~      for any breach of the director's duty of loyalty to the Registrant
              or its stockholders;

       ~      for acts or omissions not in good faith or that involve
              intentional misconduct or a knowing violation of law;

       ~      under Section 174 of the Delaware General Corporation Law
              regarding unlawful dividends and stock purchases; or

       ~      for any transaction from which the director derived an improper
              personal benefit.
3

       As permitted by the Delaware General Corporation Law, the Registrant's
Bylaws provide that:

       ~      the Registrant is required to indemnify its directors and officers
              to the fullest extent permitted by the Delaware General
              Corporation Law, subject to certain very limited exceptions;

       ~      the Registrant may indemnify its other employees and agents to the
              fullest extent permitted by the Delaware General Corporation Law,
              subject to very limited exceptions;

       ~      the Registrant is required to advance expenses, as incurred, to
              its directors and officers in connection with a legal proceeding;

       ~      the Registrant may advance expenses, as incurred, to its employees
              and agents in connection with a legal proceeding; and

       ~      the rights conferred in the Bylaws are not exclusive.

       The Registrant has entered into Indemnification Agreements with each of
its current directors and executive officers to give such directors and officers
additional contractual assurances regarding the scope of the indemnification set
forth in the Registrant's Certificate of Incorporation and to provide additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of Registrant regarding which
indemnification is sought, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification.

       Reference is also made to Section 8 of the Underwriting Agreement
relating to Registrant's initial public offering, effected pursuant to
Registrant's Registration Statement on Form S-1 (File No. 333-93439) originally
filed with the Commission on December 22, 1999, as subsequently amended (the
"Form S-1"), which provides for the indemnification of officers, directors and
controlling persons of the Registrant against certain liabilities. The
indemnification provision in the Registrant's Certificate of Incorporation,
Bylaws and the Indemnification Agreements entered into between the Registrant
and each of its directors and officers may be sufficiently broad to permit
indemnification of the Registrant's directors and officers for liabilities
arising under the Securities Act.

       The Registrant maintains directors' and officers' liability insurance and
expects to obtain a rider to such coverage for securities matters.

       See also the undertakings set out in response to Item 9.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8. EXHIBITS.
Exhibit
        Number                           Exhibit Title
        ------                           -------------
4.01         Registrant's Amended and Restated Certificate of
                      Incorporation, as amended through November 17, 1999
                      (incorporated herein by reference to Exhibit 3.01 of the
                      Form S-1).

         4.02         Registrant's Form of Amended and Restated Certificate of
                      Incorporation (to be filed immediately after the closing
                      of Registrant's initial public offering) (incorporated
                      herein by reference to Exhibit 3.02 of the Form S-1).

         4.03         Registrant's Amended and Restated Bylaws (incorporated herein by
                      reference to Exhibit 3.03 of the Form S-1).
2
4
4.04         Registrant's Form of Amended and Restated Bylaws (to be
                      filed immediately after the closing of Registrant's
                      initial public offering) (incorporated herein by reference
                      to Exhibit 3.04 of the Form S-1).

         4.05         Form of Specimen Certificate for Registrant's common stock
                      (incorporated herein by reference to Exhibit 4.01 of the
                      Form S-1).

         4.06         Fourth Amended and Restated Investors' Rights Agreement,
                      dated November 18, 1999 as amended in December 1999
                      (incorporated herein by reference to Exhibit 4.02 of the
                      Form S-1).

         4.07         Registrant's 1998 Stock Plan, as amended (incorporated
                      herein by reference to Exhibit 10.02 of the Form S-1).

         4.08         Registrant's 2000 Equity Incentive Plan (incorporated
                      herein by reference to Exhibit 10.03 of the Form S-1).

         4.09         Registrant's 2000 Employee Stock Purchase Plan
                      (incorporated herein by reference to Exhibit 10.04 of the
                      Form S-1).

         5.01         Opinion of Fenwick & West LLP regarding legality of the securities
                      being registered.

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

        23.02         Consent of KPMG LLP, independent accountants.

        24.01         Power of Attorney (see 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 of 1933;

              (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)(a)(i) and (1)(b)(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 with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

                                       3
5

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

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

       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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification 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
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                                   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 Redwood City, State of California, on this 29th day
of February, 2000.

                                            NIKU CORPORATION

                                            By: /s/ Farzad Dibachi
                                               ---------------------------------
                                                Niku Corporation
                                                Chief Executive Officer

                                POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Farzad Dibachi, Joshua Pickus,
Mark Nelson and Harold Slawik, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or any substitute, may do or cause to be
done by virtue hereof.

       Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on February 29, 2000 by the following persons in the
capacities indicated:

             Signature                                  Title

         /s/ Farzad Dibachi                 Chief Executive Officer and Director
------------------------------------
           Farzad Dibachi

           /s/ Mark Nelson                  Chief Financial Officer
------------------------------------
             Mark Nelson

         /s/ Michael Brooks                 Director
------------------------------------
           Michael Brooks

            /s/ John Chen                   Director
------------------------------------
              John Chen

         /s/ Terence Garnett                Director
------------------------------------
           Terence Garnett

        /s/ William Raduchel                Director
------------------------------------
          William Raduchel

          /s/ Maynard Webb                  Director
------------------------------------
            Maynard Webb

                                       5
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                                NIKU CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
Exhibit
        Number                           Exhibit Title
        ------                           -------------
4.01         Registrant's Amended and Restated Certificate of
                      Incorporation, as amended through November 17, 1999
                      (incorporated herein by reference to Exhibit 3.01 of the
                      Form S-1).

         4.02         Registrant's Form of Amended and Restated Certificate of
                      Incorporation (to be filed immediately after the closing
                      of Registrant's initial public offering) (incorporated
                      herein by reference to Exhibit 3.02 of the Form S-1).

         4.03         Registrant's Amended and Restated Bylaws (incorporated herein by
                      reference to Exhibit 3.03 of the Form S-1).

         4.04         Registrant's Form of Amended and Restated Bylaws (to be
                      filed immediately after the closing of Registrant's
                      initial public offering) (incorporated herein by reference
                      to Exhibit 3.04 of the Form S-1).

         4.05         Form of Specimen Certificate for Registrant's common stock
                      (incorporated herein by reference to Exhibit 4.01 of the
                      Form S-1).

         4.06         Fourth Amended and Restated Investors' Rights Agreement,
                      dated November 18, 1999 as amended in December 1999
                      (incorporated herein by reference to Exhibit 4.02 of the
                      Form S-1).

         4.07         Registrant's 1998 Stock Plan, as amended (incorporated
                      herein by reference to Exhibit 10.02 of the Form S-1).

         4.08         Registrant's 2000 Equity Incentive Plan (incorporated
                      herein by reference to Exhibit 10.03 of the Form S-1).

         4.09         Registrant's 2000 Employee Stock Purchase Plan
                      (incorporated herein by reference to Exhibit 10.04 of the
                      Form S-1).

         5.01         Opinion of Fenwick & West LLP regarding legality of the securities
                      being registered.

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

        23.02         Consent of KPMG LLP, independent accountants.

        24.01         Power of Attorney (see page 5).
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