<PAGE>



      As filed with the Securities and Exchange Commission on April 1, 2002
                                                      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.)

            500-512 Seventh Avenue                               10018
              New York, New York                               (Zip Code)
       (Address of Principal Executive Offices)

                       iVILLAGE INC. AMENDED AND RESTATED
                      1999 NON-QUALIFIED STOCK OPTION PLAN,
                        AS AMENDED BY AMENDMENT NUMBER 2

               iVILLAGE INC. 2001 NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plans)

                              Douglas W. McCormick
                      Chairman and Chief Executive Officer
                                  iVillage Inc.
                       500-512 Seventh Avenue, 14th Floor
                            New York, New York 10018
                     (Name and address of agent for service)

                                 (212) 600-6000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Michael A. Gilbert
                                 General Counsel
                                  iVillage Inc.
                       500-512 Seventh Avenue, 14th Floor
                            New York, New York 10018
                                 (212) 600-6000



<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                  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............                22,500                  $2.65                $59,625
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         528,144                  $2.60             $1,373,174
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $2.50                 $3,750
                             -------------------- ---------------------- ---------------------- --------------------
                                           7,500                  $2.45                $18,375
                             -------------------- ---------------------- ---------------------- --------------------
                                          12,500                  $2.44                $30,500
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $2.42                 $3,630
                             -------------------- ---------------------- ---------------------- --------------------
                                          12,500                  $2.21                $27,625
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $2.16                 $2,160
                             -------------------- ---------------------- ---------------------- --------------------
                                          20,000                  $1.80                $36,000
                             -------------------- ---------------------- ---------------------- --------------------
                                           3,000                  $1.78                 $5,340
                             -------------------- ---------------------- ---------------------- --------------------
                                           5,000                  $1.75                 $8,750
                             -------------------- ---------------------- ---------------------- --------------------
                                           2,500                  $1.71                 $4,275
                             -------------------- ---------------------- ---------------------- --------------------
                                          10,000                  $1.56                $15,600
                             -------------------- ---------------------- ---------------------- --------------------
                                           5,000                  $1.49                 $7,450
                             -------------------- ---------------------- ---------------------- --------------------
                                           5,000                  $1.43                 $7,150
                             -------------------- ---------------------- ---------------------- --------------------
                                         100,000                  $1.39               $139,000
                             -------------------- ---------------------- ---------------------- --------------------
                                         863,356                  $1.32             $1,139,629
                             -------------------- ---------------------- ---------------------- --------------------
                                           7,500                  $1.26                 $9,450
                             -------------------- ---------------------- ---------------------- --------------------
                                       1,329,500                  $1.24             $1,648,580
                             -------------------- ---------------------- ---------------------- --------------------
                                          12,500                  $1.16                $14,500
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $1.15                 $1,725
                             -------------------- ---------------------- ---------------------- --------------------
                                          25,000                  $1.04                $26,000
                             -------------------- ---------------------- ---------------------- --------------------
                                          20,000                  $1.03                $20,600
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $0.95                   $950
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $0.94                   $940
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $0.69                   $690
---------------------------- -------------------- ---------------------- ---------------------- --------------------
             Totals.........           3,000,000                   ----             $4,605,468             $423
============================ ==================== ====================== ====================== ====================
</TABLE>

         (1)      Pursuant to Rule 416(a) under the Securities Act, this
                  Registration Statement also registers such indeterminate
                  number of additional shares of the Registrant's Common Stock
                  as may be issuable under the iVillage Inc. Amended and
                  Restated 1999 Non-Qualified Stock Option Plan, as amended by
                  Amendment Number 2, and the iVillage Inc. 2001 Non-Qualified
                  Stock Option Plan in connection with stock splits, stock
                  dividends or similar transactions.
         (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 $2.60 per share, the average
                  of the high and low prices of the Registrant's Common Stock as
                  reported on The Nasdaq Stock Market on March 26, 2002 with
                  respect to options to purchase 528,144 shares of Common Stock,
                  consisting of options to purchase 436,644 shares of Common
                  Stock yet to be granted under the iVillage Inc. 2001
                  Non-Qualified Stock Option Plan and options to purchase 91,500
                  shares of Common Stock yet to be granted under the iVillage
                  Inc. Amended and Restated 1999 Non-Qualified Stock Option
                  Plan, as amended by Amendment Number 2, and on the basis of
                  the exercise prices of options previously granted with respect
                  to 2,471,856 shares of Common Stock.



<PAGE>
                          INCORPORATION OF CONTENTS OF
                       REGISTRATION STATEMENT BY REFERENCE

         A Registration Statement on Form S-8 (File No. 333-63194) was filed by
iVillage Inc. with the Securities and Exchange Commission (the "Commission") on
June 15, 2001 covering the registration of shares of Common Stock authorized for
issuance under the Amended and Restated 1999 Non-Qualified Stock Option Plan, as
amended by Amendment Number 2 (the "1999 NQSO 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 1,500,000 shares
authorized for issuance under the 1999 NQSO Plan and 1,500,000 shares authorized
for issuance under the 2001 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 into this Registration
Statement:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
             December 31, 2001.

         (b) The Registrant's Current Reports on Form 8-K filed with the
             Commission on February 12, 2002 and February 15, 2002;

         (c) The Registrant's Tender Offer Statement on Schedule TO filed with
             the Commission on March 19, 2002; and

         (d) 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.

<PAGE>

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 (except for any reports by the
Registrant's Compensation or Audit Committees included therein) 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 and financial statement schedule
of the Registrant incorporated in this Registration Statement by reference to
the Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 2001 have been so incorporated 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 Michael A. Gilbert, the Registrant's General Counsel. Mr.
Gilbert has rights to acquire under certain employee benefit plans of the
Registrant an aggregate of less than one percent 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
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
Article XI of the Registrant's Restated Certificate of Incorporation and Article
VI of the Registrant's By-Laws provide for indemnification by the Registrant of
its directors and officers to the fullest extent permitted by the Delaware
General Corporation Law.

                                       2

<PAGE>


         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 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
directors and executive officers 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:


Exhibit
Number       Description
--------     -----------
5.1          Opinion of Michael A. Gilbert, General Counsel of the Registrant.
10.1         Amended and Restated 1999 Non-Qualified Stock Option Plan, as
             amended by Amendment Number 2 (incorporated by reference from
             Exhibit 10.8 to Registration Statement File No. 333-84532).
10.2         2001 Non-Qualified Stock Option Plan (incorporated by reference
             from Exhibit 10.1 to the Registrant's Form 10-Q Quarterly Report
             for the period ended September 30, 2001, File No. 000-25469).
23.1         Consent of PricewaterhouseCoopers LLP.
23.2         Consent of Michael A. Gilbert (contained in the opinion filed as
             Exhibit 5.1).
24.1         Power of Attorney (contained on signature page hereto).

                                       3

<PAGE>


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)
                   of this Section do not apply if the Registration Statement is
                   on Form S-3, Form S-8 or Form F-3, and the information
                   required to be included in a post-effective amendment by
                   those paragraphs is contained in periodic reports filed 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.

                                       4

<PAGE>


         (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 (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.

         (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.

                                       5

<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 1st day of April,
2002.

                          iVILLAGE INC.
                          (Registrant)


                          By: /s/ Douglas McCormick
                             --------------------------------------------------
                              Douglas McCormick
                              Chairman of the Board and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below each severally constitutes and appoints Douglas McCormick 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/ Douglas McCormick               Chairman of the Board and Chief               April 1, 2002
-------------------------------------            Executive Officer
          Douglas McCormick                 (Principal Executive Officer)


       /s/ Scott Levine                      Chief Financial Officer                       April 1, 2002
-------------------------------------        (Principal Financial and
            Scott Levine                     Accounting Officer)


</TABLE>


                                       6

<PAGE>

<TABLE>
<CAPTION>

<S>                                          <C>                                      <C>
                /s/ James Asher              Director                                 April 1, 2002
-------------------------------------
                  James Asher


              /s/ Cathleen Black             Director                                 April 1, 2002
-------------------------------------
                Cathleen Black


                /s/ Nancy Evans              Director                                 April 1, 2002
-------------------------------------
                  Nancy Evans


               /s/ John T. Healy             Director                                 April 1, 2002
-------------------------------------
                 John T. Healy


               /s/ Habib Kairouz             Director                                 April 1, 2002
-------------------------------------
                 Habib Kairouz


             /s/ Lennert J. Leader           Director                                 April 1, 2002
-------------------------------------
               Lennert J. Leader


             /s/ Edward T. Reilly            Director                                 April 1, 2002
-------------------------------------
               Edward T. Reilly


              /s/ Daniel Schulman            Director                                 April 1, 2002
-------------------------------------
                Daniel Schulman


               /s/ Alfred Sikes              Director                                 April 1, 2002
-------------------------------------
                 Alfred Sikes

</TABLE>


<PAGE>




                                  EXHIBIT INDEX


Exhibit
Number        Description
--------      -----------
5.1           Opinion of Michael A. Gilbert, General Counsel of the Registrant.
10.1          Amended and Restated 1999 Non-Qualified Stock Option Plan, as
              amended by Amendment Number 2 (incorporated by reference from
              Exhibit 10.8 to Registration Statement File No. 333-84532).
10.2          2001 Non-Qualified Stock Option Plan (incorporated by reference
              from Exhibit 10.1 to the Registrant's Form 10-Q Quarterly Report
              for the period ended September 30, 2001, File No. 000-25469).
23.1          Consent of PricewaterhouseCoopers LLP.
23.2          Consent of Michael A. Gilbert (contained in the opinion filed as
              Exhibit 5.1).
24.1          Power of Attorney (contained on signature page hereto).
[{"type": "S-8", "sequence": "1", "filename": "b317418_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 29349}]
{"company-data": {"conformed-name": "IVILLAGE INC", "cik": "0001074767", "assigned-sic": "2721", "irs-number": "133845162", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85262", "film-number": "02595433"}, "business-address": {"street1": "500-512 SEVENTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2126040963"}, "mail-address": {"street1": "500-512 SEVENTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
As filed with the Securities and Exchange Commission on April 1, 2002
                                                      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.)

            500-512 Seventh Avenue                               10018
              New York, New York                               (Zip Code)
       (Address of Principal Executive Offices)

                       iVILLAGE INC. AMENDED AND RESTATED
                      1999 NON-QUALIFIED STOCK OPTION PLAN,
                        AS AMENDED BY AMENDMENT NUMBER 2

               iVILLAGE INC. 2001 NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plans)

                              Douglas W. McCormick
                      Chairman and Chief Executive Officer
                                  iVillage Inc.
                       500-512 Seventh Avenue, 14th Floor
                            New York, New York 10018
                     (Name and address of agent for service)

                                 (212) 600-6000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Michael A. Gilbert
                                 General Counsel
                                  iVillage Inc.
                       500-512 Seventh Avenue, 14th Floor
                            New York, New York 10018
                                 (212) 600-6000
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............                22,500                  $2.65                $59,625
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         528,144                  $2.60             $1,373,174
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $2.50                 $3,750
                             -------------------- ---------------------- ---------------------- --------------------
                                           7,500                  $2.45                $18,375
                             -------------------- ---------------------- ---------------------- --------------------
                                          12,500                  $2.44                $30,500
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $2.42                 $3,630
                             -------------------- ---------------------- ---------------------- --------------------
                                          12,500                  $2.21                $27,625
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $2.16                 $2,160
                             -------------------- ---------------------- ---------------------- --------------------
                                          20,000                  $1.80                $36,000
                             -------------------- ---------------------- ---------------------- --------------------
                                           3,000                  $1.78                 $5,340
                             -------------------- ---------------------- ---------------------- --------------------
                                           5,000                  $1.75                 $8,750
                             -------------------- ---------------------- ---------------------- --------------------
                                           2,500                  $1.71                 $4,275
                             -------------------- ---------------------- ---------------------- --------------------
                                          10,000                  $1.56                $15,600
                             -------------------- ---------------------- ---------------------- --------------------
                                           5,000                  $1.49                 $7,450
                             -------------------- ---------------------- ---------------------- --------------------
                                           5,000                  $1.43                 $7,150
                             -------------------- ---------------------- ---------------------- --------------------
                                         100,000                  $1.39               $139,000
                             -------------------- ---------------------- ---------------------- --------------------
                                         863,356                  $1.32             $1,139,629
                             -------------------- ---------------------- ---------------------- --------------------
                                           7,500                  $1.26                 $9,450
                             -------------------- ---------------------- ---------------------- --------------------
                                       1,329,500                  $1.24             $1,648,580
                             -------------------- ---------------------- ---------------------- --------------------
                                          12,500                  $1.16                $14,500
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $1.15                 $1,725
                             -------------------- ---------------------- ---------------------- --------------------
                                          25,000                  $1.04                $26,000
                             -------------------- ---------------------- ---------------------- --------------------
                                          20,000                  $1.03                $20,600
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $0.95                   $950
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $0.94                   $940
                             -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $0.69                   $690
---------------------------- -------------------- ---------------------- ---------------------- --------------------
             Totals.........           3,000,000                   ----             $4,605,468             $423
============================ ==================== ====================== ====================== ====================
(1)      Pursuant to Rule 416(a) under the Securities Act, this
                  Registration Statement also registers such indeterminate
                  number of additional shares of the Registrant's Common Stock
                  as may be issuable under the iVillage Inc. Amended and
                  Restated 1999 Non-Qualified Stock Option Plan, as amended by
                  Amendment Number 2, and the iVillage Inc. 2001 Non-Qualified
                  Stock Option Plan in connection with stock splits, stock
                  dividends or similar transactions.
         (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 $2.60 per share, the average
                  of the high and low prices of the Registrant's Common Stock as
                  reported on The Nasdaq Stock Market on March 26, 2002 with
                  respect to options to purchase 528,144 shares of Common Stock,
                  consisting of options to purchase 436,644 shares of Common
                  Stock yet to be granted under the iVillage Inc. 2001
                  Non-Qualified Stock Option Plan and options to purchase 91,500
                  shares of Common Stock yet to be granted under the iVillage
                  Inc. Amended and Restated 1999 Non-Qualified Stock Option
                  Plan, as amended by Amendment Number 2, and on the basis of
                  the exercise prices of options previously granted with respect
                  to 2,471,856 shares of Common Stock.
INCORPORATION OF CONTENTS OF
                       REGISTRATION STATEMENT BY REFERENCE

         A Registration Statement on Form S-8 (File No. 333-63194) was filed by
iVillage Inc. with the Securities and Exchange Commission (the "Commission") on
June 15, 2001 covering the registration of shares of Common Stock authorized for
issuance under the Amended and Restated 1999 Non-Qualified Stock Option Plan, as
amended by Amendment Number 2 (the "1999 NQSO 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 1,500,000 shares
authorized for issuance under the 1999 NQSO Plan and 1,500,000 shares authorized
for issuance under the 2001 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 into this Registration
Statement:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
             December 31, 2001.

         (b) The Registrant's Current Reports on Form 8-K filed with the
             Commission on February 12, 2002 and February 15, 2002;

         (c) The Registrant's Tender Offer Statement on Schedule TO filed with
             the Commission on March 19, 2002; and

         (d) 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 (except for any reports by the
Registrant's Compensation or Audit Committees included therein) 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 and financial statement schedule
of the Registrant incorporated in this Registration Statement by reference to
the Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 2001 have been so incorporated 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 Michael A. Gilbert, the Registrant's General Counsel. Mr.
Gilbert has rights to acquire under certain employee benefit plans of the
Registrant an aggregate of less than one percent 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
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
Article XI of the Registrant's Restated Certificate of Incorporation and Article
VI of the Registrant's By-Laws provide for indemnification by the Registrant of
its directors and officers to the fullest extent permitted by the Delaware
General Corporation Law.

                                       2
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 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
directors and executive officers 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:

Exhibit
Number       Description
--------     -----------
5.1          Opinion of Michael A. Gilbert, General Counsel of the Registrant.
10.1         Amended and Restated 1999 Non-Qualified Stock Option Plan, as
             amended by Amendment Number 2 (incorporated by reference from
             Exhibit 10.8 to Registration Statement File No. 333-84532).
10.2         2001 Non-Qualified Stock Option Plan (incorporated by reference
             from Exhibit 10.1 to the Registrant's Form 10-Q Quarterly Report
             for the period ended September 30, 2001, File No. 000-25469).
23.1         Consent of PricewaterhouseCoopers LLP.
23.2         Consent of Michael A. Gilbert (contained in the opinion filed as
             Exhibit 5.1).
24.1         Power of Attorney (contained on signature page hereto).

                                       3
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)
                   of this Section do not apply if the Registration Statement is
                   on Form S-3, Form S-8 or Form F-3, and the information
                   required to be included in a post-effective amendment by
                   those paragraphs is contained in periodic reports filed 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.

                                       4
(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 (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.

         (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.

                                       5
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 1st day of April,
2002.

                          iVILLAGE INC.
                          (Registrant)

                          By: /s/ Douglas McCormick
                             --------------------------------------------------
                              Douglas McCormick
                              Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below each severally constitutes and appoints Douglas McCormick 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/ Douglas McCormick               Chairman of the Board and Chief               April 1, 2002
-------------------------------------            Executive Officer
          Douglas McCormick                 (Principal Executive Officer)

       /s/ Scott Levine                      Chief Financial Officer                       April 1, 2002
-------------------------------------        (Principal Financial and
            Scott Levine                     Accounting Officer)
6
/s/ James Asher              Director                                 April 1, 2002
-------------------------------------
                  James Asher

              /s/ Cathleen Black             Director                                 April 1, 2002
-------------------------------------
                Cathleen Black

                /s/ Nancy Evans              Director                                 April 1, 2002
-------------------------------------
                  Nancy Evans

               /s/ John T. Healy             Director                                 April 1, 2002
-------------------------------------
                 John T. Healy

               /s/ Habib Kairouz             Director                                 April 1, 2002
-------------------------------------
                 Habib Kairouz

             /s/ Lennert J. Leader           Director                                 April 1, 2002
-------------------------------------
               Lennert J. Leader

             /s/ Edward T. Reilly            Director                                 April 1, 2002
-------------------------------------
               Edward T. Reilly

              /s/ Daniel Schulman            Director                                 April 1, 2002
-------------------------------------
                Daniel Schulman

               /s/ Alfred Sikes              Director                                 April 1, 2002
-------------------------------------
                 Alfred Sikes
EXHIBIT INDEX

Exhibit
Number        Description
--------      -----------
5.1           Opinion of Michael A. Gilbert, General Counsel of the Registrant.
10.1          Amended and Restated 1999 Non-Qualified Stock Option Plan, as
              amended by Amendment Number 2 (incorporated by reference from
              Exhibit 10.8 to Registration Statement File No. 333-84532).
10.2          2001 Non-Qualified Stock Option Plan (incorporated by reference
              from Exhibit 10.1 to the Registrant's Form 10-Q Quarterly Report
              for the period ended September 30, 2001, File No. 000-25469).
23.1          Consent of PricewaterhouseCoopers LLP.
23.2          Consent of Michael A. Gilbert (contained in the opinion filed as
              Exhibit 5.1).
24.1          Power of Attorney (contained on signature page hereto).