<PAGE>

      As filed with the Securities and Exchange Commission on March 8, 2000

                                                         Registration No. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  iVILLAGE INC.

             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                           13-3845162
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                      Identification No.)


           212 Fifth Avenue                                     10010
          New York, New York                                  (Zip Code)
      (Address of Principal Executive Offices)

                                  iVILLAGE INC.
              AMENDED AND RESTATED 1999 EMPLOYEE STOCK OPTION PLAN
                      1999 NON-QUALIFIED STOCK OPTION PLAN

                            (Full Title of the Plan)

                                Candice Carpenter
                      Co-Chairperson of the Board and Chief
                                Executive Officer
                                  iVillage Inc.
                                212 Fifth Avenue
                            New York, New York 10010
                     (Name and Address of Agent for Service)
                                 (212) 206-3100
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                    Copy to:
                             Richard V. Smith, Esq.
                       Orrick, Herrington & Sutcliffe LLP
                        Old Federal Reserve Bank Building
                               400 Sansome Street
                         San Francisco, California 94111
                                 (415) 392-1122


<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
============================ ==================== ====================== ====================== ====================
                                                  Proposed Maximum       Proposed
Title of Securities          Amount to be         Offering Price Per     Maximum Aggregate      Amount of
to be registered             registered(1)        Share(2)               Offering Price(2)      Registration Fee
---------------------------- -------------------- ---------------------- ---------------------- --------------------

<S>                          <C>                  <C>                    <C>                    <C>
Common Stock, par value
$.01 per share                            40,000                $13.563             $37,689,677               $9,950
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,800                  15.25
                             -------------------- ----------------------
                                          12,000                   15.5
                             -------------------- ----------------------
                                          11,750                 16.375
                             -------------------- ----------------------
                                             500                   17.5
                             -------------------- ----------------------
                                          10,100                 17.625
                             -------------------- ----------------------
<PAGE>

<S>                          <C>                  <C>                    <C>                    <C>
                                          20,500                17.9375
                             -------------------- ----------------------
                                             300                  18.25
                             -------------------- ----------------------
                                             300                18.3125
                             -------------------- ----------------------
                                          61,000                  18.75
                             -------------------- ----------------------
                                           2,000                     19
                             -------------------- ----------------------
                                             800                19.4375
                             -------------------- ----------------------
                                           1,000                  19.75
                             -------------------- ----------------------
                                           1,400                 19.875
                             -------------------- ----------------------
                                           2,500                     20
                             -------------------- ----------------------
                                             200                  20.25
                             -------------------- ----------------------
                                           5,000                  20.50
                             -------------------- ----------------------
                                           4,000                     21
                             -------------------- ----------------------
                                           1,500                 21.063
                             -------------------- ----------------------
                                           4,000                21.9375
                             -------------------- ----------------------
                                           3,800                 22.188
                             -------------------- ----------------------
                                             400                     23
                             -------------------- ----------------------
                                          31,050                23.4375
                             -------------------- ----------------------
                                           9,900                 23.625
                             -------------------- ----------------------
                                             800                 23.688
                             -------------------- ----------------------
                                           3,500                     24
                             -------------------- ----------------------
                                           1,950                24.9375
                             -------------------- ----------------------
                                          19,000                25.1875
                             -------------------- ----------------------
                                         974,530                 25.375
                             -------------------- ----------------------
                                           2,000                25.4375
                             -------------------- ----------------------
                                           1,100                 26.063
                             -------------------- ----------------------
                                          32,000                26.9375
                             -------------------- ----------------------
                                          43,000                 27.125
                             -------------------- ----------------------
                                             500                  27.25
                             -------------------- ----------------------
                                           1,300                  27.75
                             -------------------- ----------------------
                                           1,000                 28.875
                             -------------------- ----------------------
                                             300                     29
                             -------------------- ----------------------
                                           4,900                 29.125
                             -------------------- ----------------------
                                          15,000                  29.75
                             -------------------- ----------------------
                                          25,300                     30
                             -------------------- ----------------------
                                           7,500                30.4375
                             -------------------- ----------------------
                                             300                  30.50
                             -------------------- ----------------------
                                           6,800                 33.313
                             -------------------- ----------------------
                                          55,200                 33.563
                             -------------------- ----------------------
                                           3,000                 33.688
                             -------------------- ----------------------
                                           2,634                  35.94
                             -------------------- ----------------------
                                          39,000                  36.31
                             -------------------- ----------------------
                                          33,586                  20.41
                             ==================== ======================
</TABLE>

      (1)   Represents additional shares to be offered by the Registrant
            pursuant to the iVillage Inc. Amended and Restated 1999 Employee
            Stock Option Plan and the 1999 Non-Qualified Stock Option Plan.

      (2)   Pursuant to Rule 457(h)(1), the proposed maximum offering price and
            the proposed maximum aggregate offering price have been calculated
            on the basis of $20.41 per share, the average of the high and low
            prices of the Common Stock on the Nasdaq Stock Market on March 3,
            2000 with respect to 33,586 shares of Common Stock and on the basis
            of the exercise prices of options previously granted with respect to
            1,466,414 shares of Common Stock.


<PAGE>

                          INCORPORATION OF CONTENTS OF
                       REGISTRATION STATEMENT BY REFERENCE

      A Registration Statement on Form S-8 (File No. 333-86999) was filed by
iVillage Inc. with the Securities and Exchange Commission (the "Commission") on
September 13, 1999 covering the registration of shares of Common Stock
authorized for issuance under the Amended and Restated 1999 Employee Stock
Option Plan (the "Plan") and is hereby incorporated herein by reference. A
filing fee was paid at the time that Registration Statement was filed. Pursuant
to General Instruction E of Form S-8, this Registration Statement is being filed
to register an additional 500,000 shares authorized for issuance under the Plan
and to register 1,000,000 shares authorized for issuance under the 1999
Non-Qualified Stock Option Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information *

Item 2. Registrant Information and Employee Plan Annual Information *

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this 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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

      The following documents filed by iVillage Inc. (the "Registrant") with the
Commission are hereby incorporated by reference to this Registration Statement:

(a)      The audited consolidated financial statements of the Registrant and its
         Subsidiaries contained in the prospectus dated March 18, 1999 filed by
         the Registrant under Rule 424(b) (Registration No. 333-68749).

(b)      The Registrant's Form 8-K Current Reports filed May 4, 1999, July 14,
         1999, July 23, 1999, September 13, 1999, September 14, 1999, September
         15, 1999, September 27, 1999, October 12, 1999 and January 19, 2000 and
         the Registrant's Quarterly Reports on Form 10-Q for the Quarterly
         Periods ended March 31, 1999, June 30, 1999 and September 30, 1999
         (File No. 000-25469).

(c)      The description of the Registrant's Common Stock contained in
         Registrant's Registration Statement on Form 8-A (File No.
         000-25469), including any subsequent amendment or report filed for
         the purpose of updating that description.

      In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

<PAGE>

Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

      The consolidated financial statements of the Registrant as of December 31,
1998 and 1997 and for each of the years in the three-year period ended December
31, 1998 have been incorporated by reference in this Registration Statement in
reliance upon the report of PricewaterhouseCoopers LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing. To the extent that
PricewaterhouseCoopers LLP audits and reports on financial statements of the
Registrant issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.

Item 4. Description of Securities

      Inapplicable.

Item 5. Interests of Named Experts and Counsel

      The validity of the common stock offered hereby will be passed upon for
the Registrant by Orrick, Herrington & Sutcliffe LLP, New York, New York. A
partner of Orrick, Herrington & Sutcliffe LLP owns an aggregate of 4,408 shares
of the Registrant's common stock.

Item 6. Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers, as well as other employees and
individuals, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any such person
in connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article XII of the Registrant's Amended and Restated Certificate of
Incorporation and Article VI of the Registrant's Bylaws provides for
indemnification by the Registrant of its directors and officers to the fullest
extent permitted by the Delaware General Corporation Law.

      Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant's Amended and Restated Certificate
of Incorporation provides for such limitation of liability.

      The Registrant has obtained directors' and officers' insurance providing
indemnification for certain of the Registrant's directors, officers and
employees for certain liabilities.

<PAGE>

      The Registrant has entered into indemnification agreements with each
director and executive officer which provide indemnification under certain
circumstances for acts and omissions which may not be covered by any directors'
and officers' liability insurance.

Item 7. Exemption From Registration Claimed

      Inapplicable.

Item 8. Exhibits

            The following are filed as exhibits to this Registration Statement:

            5.1   Opinion of Orrick, Herrington & Sutcliffe LLP.

            23.1  Consent of PricewaterhouseCoopers LLP.

            23.2  Consent of Orrick, Herrington & Sutcliffe LLP (contained in
                  the opinion filed as Exhibit 5. 1).

            24.1  Power of Attorney (contained on signature page hereto).

            99.1  Amended and Restated 1999 Employee Stock Option Plan.

            99.2  1999 Non-Qualified Stock Option Plan.

Item 9. Undertakings

      (a)   The undersigned Registrant hereby undertakes:

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

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

                (ii)  to reflect in the prospectus any facts or events arising
                      after the effective date of 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;

                (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)(1)(i) and (a)(1)(ii) do not
                      apply
<PAGE>
                      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 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 which remain
                unsold at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the Registrant's annual report pursuant to Section 13(a) or 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.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Commission such indemnification is against public
            policy as expressed in the Securities Act and is, therefore,
            unenforceable. In the event that a claim for indemnification 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.

<PAGE>

                                  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 New York, State of New York, on the 8th day of March,
2000.

                              iVILLAGE INC.
                              (Registrant)

                              By:    /s/ Candice Carpenter
                                 ----------------------------------------------
                                    Candice Carpenter
                                    Chief Executive Officer


                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below each severally constitutes and appoints Candice Carpenter and
Steven A. Elkes, and each of them, as true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for them in their
name, 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
and about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents, or any of them 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

          Signature                           Capacity                          Date
          ---------                           --------                          -----

<S>                             <C>                                        <C>
/s/ Candice Carpenter           Co-Chairperson of the Board of Directors
-----------------------------                    and
Candice Carpenter                      Chief Executive Officer
                                     (Principal Executive Officer)         March 8, 2000




/s/ Nancy Evans                 Co-Chairperson of the Board of Directors
-----------------------------                     and
Nancy Evans                                 Editor-in-Chief
                                                                           March 8, 2000



/s/ Craig T. Monaghan                  Chief Financial Officer
----------------------------        (Principal Financial Officer)
Craig T. Monaghan                                                          March 8, 2000

<PAGE>

          Signature                           Capacity                          Date
          ---------                           --------                          -----

<S>                             <C>                                        <C>
/s/ Scott Levine                   Vice President, Controller and
----------------------------          Chief Accounting Officer
Scott Levine                       (Principal Accounting Officer)          March 8, 2000



----------------------------
Alan Colner                                   Director                     ________



----------------------------
Jay Hoag                                      Director                     ________



----------------------------
Lennert J. Leader                             Director                     ________



----------------------------
Habib Kairouz                                 Director                     ________



/s/ Michael Levy                              Director                     March 8, 2000
----------------------------
Michael Levy



/s/ Douglas McCormick                         Director                     March 8, 2000
----------------------------
Douglas McCormick



/s/ Martin Yudkovitz                          Director                     March 8, 2000
----------------------------
Martin Yudkovitz



/s/ Daniel Schulman                           Director                     March 8, 2000
----------------------------
Daniel Schulman
</TABLE>


<PAGE>

                                  EXHIBIT INDEX

Exhibit No.

      5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.

     23.1      Consent of PricewaterhouseCoopers LLP.

     23.2      Consent of Orrick, Herrington & Sutcliffe LLP (contained in the
               opinion filed as Exhibit 5.1).

     24.1      Power of Attorney (contained on signature page hereto).

     99.1      Amended and Restated 1999 Employee Stock Option Plan.

     99.2      1999 Non-Qualified Stock Option Plan.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 28748}]
{"company-data": {"conformed-name": "IVILLAGE INC", "cik": "0001074767", "assigned-sic": "7373", "irs-number": "133845162", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31988", "film-number": "563795"}, "business-address": {"street1": "212 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10010", "phone": "2126040963"}, "mail-address": {"street1": "212 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10010"}}
As filed with the Securities and Exchange Commission on March 8, 2000

                                                         Registration No. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  iVILLAGE INC.

             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                           13-3845162
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                      Identification No.)

           212 Fifth Avenue                                     10010
          New York, New York                                  (Zip Code)
      (Address of Principal Executive Offices)

                                  iVILLAGE INC.
              AMENDED AND RESTATED 1999 EMPLOYEE STOCK OPTION PLAN
                      1999 NON-QUALIFIED STOCK OPTION PLAN

                            (Full Title of the Plan)

                                Candice Carpenter
                      Co-Chairperson of the Board and Chief
                                Executive Officer
                                  iVillage Inc.
                                212 Fifth Avenue
                            New York, New York 10010
                     (Name and Address of Agent for Service)
                                 (212) 206-3100
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                    Copy to:
                             Richard V. Smith, Esq.
                       Orrick, Herrington & Sutcliffe LLP
                        Old Federal Reserve Bank Building
                               400 Sansome Street
                         San Francisco, California 94111
                                 (415) 392-1122
CALCULATION OF REGISTRATION FEE
============================ ==================== ====================== ====================== ====================
                                                  Proposed Maximum       Proposed
Title of Securities          Amount to be         Offering Price Per     Maximum Aggregate      Amount of
to be registered             registered(1)        Share(2)               Offering Price(2)      Registration Fee
---------------------------- -------------------- ---------------------- ---------------------- --------------------
Common Stock, par value
$.01 per share                            40,000                $13.563             $37,689,677               $9,950
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,800                  15.25
                             -------------------- ----------------------
                                          12,000                   15.5
                             -------------------- ----------------------
                                          11,750                 16.375
                             -------------------- ----------------------
                                             500                   17.5
                             -------------------- ----------------------
                                          10,100                 17.625
                             -------------------- ----------------------
20,500                17.9375
                             -------------------- ----------------------
                                             300                  18.25
                             -------------------- ----------------------
                                             300                18.3125
                             -------------------- ----------------------
                                          61,000                  18.75
                             -------------------- ----------------------
                                           2,000                     19
                             -------------------- ----------------------
                                             800                19.4375
                             -------------------- ----------------------
                                           1,000                  19.75
                             -------------------- ----------------------
                                           1,400                 19.875
                             -------------------- ----------------------
                                           2,500                     20
                             -------------------- ----------------------
                                             200                  20.25
                             -------------------- ----------------------
                                           5,000                  20.50
                             -------------------- ----------------------
                                           4,000                     21
                             -------------------- ----------------------
                                           1,500                 21.063
                             -------------------- ----------------------
                                           4,000                21.9375
                             -------------------- ----------------------
                                           3,800                 22.188
                             -------------------- ----------------------
                                             400                     23
                             -------------------- ----------------------
                                          31,050                23.4375
                             -------------------- ----------------------
                                           9,900                 23.625
                             -------------------- ----------------------
                                             800                 23.688
                             -------------------- ----------------------
                                           3,500                     24
                             -------------------- ----------------------
                                           1,950                24.9375
                             -------------------- ----------------------
                                          19,000                25.1875
                             -------------------- ----------------------
                                         974,530                 25.375
                             -------------------- ----------------------
                                           2,000                25.4375
                             -------------------- ----------------------
                                           1,100                 26.063
                             -------------------- ----------------------
                                          32,000                26.9375
                             -------------------- ----------------------
                                          43,000                 27.125
                             -------------------- ----------------------
                                             500                  27.25
                             -------------------- ----------------------
                                           1,300                  27.75
                             -------------------- ----------------------
                                           1,000                 28.875
                             -------------------- ----------------------
                                             300                     29
                             -------------------- ----------------------
                                           4,900                 29.125
                             -------------------- ----------------------
                                          15,000                  29.75
                             -------------------- ----------------------
                                          25,300                     30
                             -------------------- ----------------------
                                           7,500                30.4375
                             -------------------- ----------------------
                                             300                  30.50
                             -------------------- ----------------------
                                           6,800                 33.313
                             -------------------- ----------------------
                                          55,200                 33.563
                             -------------------- ----------------------
                                           3,000                 33.688
                             -------------------- ----------------------
                                           2,634                  35.94
                             -------------------- ----------------------
                                          39,000                  36.31
                             -------------------- ----------------------
                                          33,586                  20.41
                             ==================== ======================
(1)   Represents additional shares to be offered by the Registrant
            pursuant to the iVillage Inc. Amended and Restated 1999 Employee
            Stock Option Plan and the 1999 Non-Qualified Stock Option Plan.

      (2)   Pursuant to Rule 457(h)(1), the proposed maximum offering price and
            the proposed maximum aggregate offering price have been calculated
            on the basis of $20.41 per share, the average of the high and low
            prices of the Common Stock on the Nasdaq Stock Market on March 3,
            2000 with respect to 33,586 shares of Common Stock and on the basis
            of the exercise prices of options previously granted with respect to
            1,466,414 shares of Common Stock.
INCORPORATION OF CONTENTS OF
                       REGISTRATION STATEMENT BY REFERENCE

      A Registration Statement on Form S-8 (File No. 333-86999) was filed by
iVillage Inc. with the Securities and Exchange Commission (the "Commission") on
September 13, 1999 covering the registration of shares of Common Stock
authorized for issuance under the Amended and Restated 1999 Employee Stock
Option Plan (the "Plan") and is hereby incorporated herein by reference. A
filing fee was paid at the time that Registration Statement was filed. Pursuant
to General Instruction E of Form S-8, this Registration Statement is being filed
to register an additional 500,000 shares authorized for issuance under the Plan
and to register 1,000,000 shares authorized for issuance under the 1999
Non-Qualified Stock Option Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information *

Item 2. Registrant Information and Employee Plan Annual Information *

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this 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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

      The following documents filed by iVillage Inc. (the "Registrant") with the
Commission are hereby incorporated by reference to this Registration Statement:

(a)      The audited consolidated financial statements of the Registrant and its
         Subsidiaries contained in the prospectus dated March 18, 1999 filed by
         the Registrant under Rule 424(b) (Registration No. 333-68749).

(b)      The Registrant's Form 8-K Current Reports filed May 4, 1999, July 14,
         1999, July 23, 1999, September 13, 1999, September 14, 1999, September
         15, 1999, September 27, 1999, October 12, 1999 and January 19, 2000 and
         the Registrant's Quarterly Reports on Form 10-Q for the Quarterly
         Periods ended March 31, 1999, June 30, 1999 and September 30, 1999
         (File No. 000-25469).

(c)      The description of the Registrant's Common Stock contained in
         Registrant's Registration Statement on Form 8-A (File No.
         000-25469), including any subsequent amendment or report filed for
         the purpose of updating that description.

      In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

      The consolidated financial statements of the Registrant as of December 31,
1998 and 1997 and for each of the years in the three-year period ended December
31, 1998 have been incorporated by reference in this Registration Statement in
reliance upon the report of PricewaterhouseCoopers LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing. To the extent that
PricewaterhouseCoopers LLP audits and reports on financial statements of the
Registrant issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.

Item 4. Description of Securities

      Inapplicable.

Item 5. Interests of Named Experts and Counsel

      The validity of the common stock offered hereby will be passed upon for
the Registrant by Orrick, Herrington & Sutcliffe LLP, New York, New York. A
partner of Orrick, Herrington & Sutcliffe LLP owns an aggregate of 4,408 shares
of the Registrant's common stock.

Item 6. Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers, as well as other employees and
individuals, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any such person
in connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article XII of the Registrant's Amended and Restated Certificate of
Incorporation and Article VI of the Registrant's Bylaws provides for
indemnification by the Registrant of its directors and officers to the fullest
extent permitted by the Delaware General Corporation Law.

      Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant's Amended and Restated Certificate
of Incorporation provides for such limitation of liability.

      The Registrant has obtained directors' and officers' insurance providing
indemnification for certain of the Registrant's directors, officers and
employees for certain liabilities.
The Registrant has entered into indemnification agreements with each
director and executive officer which provide indemnification under certain
circumstances for acts and omissions which may not be covered by any directors'
and officers' liability insurance.

Item 7. Exemption From Registration Claimed

      Inapplicable.

Item 8. Exhibits

            The following are filed as exhibits to this Registration Statement:

            5.1   Opinion of Orrick, Herrington & Sutcliffe LLP.

            23.1  Consent of PricewaterhouseCoopers LLP.

            23.2  Consent of Orrick, Herrington & Sutcliffe LLP (contained in
                  the opinion filed as Exhibit 5. 1).

            24.1  Power of Attorney (contained on signature page hereto).

            99.1  Amended and Restated 1999 Employee Stock Option Plan.

            99.2  1999 Non-Qualified Stock Option Plan.

Item 9. Undertakings

      (a)   The undersigned Registrant hereby undertakes:

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

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

                (ii)  to reflect in the prospectus any facts or events arising
                      after the effective date of 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;

                (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)(1)(i) and (a)(1)(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 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 which remain
                unsold at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the Registrant's annual report pursuant to Section 13(a) or 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.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Commission such indemnification is against public
            policy as expressed in the Securities Act and is, therefore,
            unenforceable. In the event that a claim for indemnification 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.
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 New York, State of New York, on the 8th day of March,
2000.

                              iVILLAGE INC.
                              (Registrant)

                              By:    /s/ Candice Carpenter
                                 ----------------------------------------------
                                    Candice Carpenter
                                    Chief Executive Officer

                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below each severally constitutes and appoints Candice Carpenter and
Steven A. Elkes, and each of them, as true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for them in their
name, 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
and about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents, or any of them 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                           Capacity                          Date
          ---------                           --------                          -----
/s/ Candice Carpenter           Co-Chairperson of the Board of Directors
-----------------------------                    and
Candice Carpenter                      Chief Executive Officer
                                     (Principal Executive Officer)         March 8, 2000

/s/ Nancy Evans                 Co-Chairperson of the Board of Directors
-----------------------------                     and
Nancy Evans                                 Editor-in-Chief
                                                                           March 8, 2000

/s/ Craig T. Monaghan                  Chief Financial Officer
----------------------------        (Principal Financial Officer)
Craig T. Monaghan                                                          March 8, 2000
Signature                           Capacity                          Date
          ---------                           --------                          -----
/s/ Scott Levine                   Vice President, Controller and
----------------------------          Chief Accounting Officer
Scott Levine                       (Principal Accounting Officer)          March 8, 2000

----------------------------
Alan Colner                                   Director                     ________

----------------------------
Jay Hoag                                      Director                     ________

----------------------------
Lennert J. Leader                             Director                     ________

----------------------------
Habib Kairouz                                 Director                     ________

/s/ Michael Levy                              Director                     March 8, 2000
----------------------------
Michael Levy

/s/ Douglas McCormick                         Director                     March 8, 2000
----------------------------
Douglas McCormick

/s/ Martin Yudkovitz                          Director                     March 8, 2000
----------------------------
Martin Yudkovitz

/s/ Daniel Schulman                           Director                     March 8, 2000
----------------------------
Daniel Schulman
EXHIBIT INDEX

Exhibit No.

      5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.

     23.1      Consent of PricewaterhouseCoopers LLP.

     23.2      Consent of Orrick, Herrington & Sutcliffe LLP (contained in the
               opinion filed as Exhibit 5.1).

     24.1      Power of Attorney (contained on signature page hereto).

     99.1      Amended and Restated 1999 Employee Stock Option Plan.

     99.2      1999 Non-Qualified Stock Option Plan.