<PAGE>



      As filed with the Securities and Exchange Commission on June 15, 2001
                                                     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 EMPLOYEE STOCK OPTION PLAN
           AMENDED AND RESTATED 1999 NON-QUALIFIED STOCK OPTION PLAN,
                        AS AMENDED BY AMENDMENT NUMBER 1
                            (Full Title of the Plan)

                                Douglas 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
<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                             5,000                $21.375               $106,875
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          11,500                 $20.00               $230,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          30,000               $19.4375               $583,125
---------------------------- -------------------- ---------------------- ---------------------- --------------------

</TABLE>

<PAGE>

<TABLE>

<S>                          <C>                  <C>                    <C>                    <C>
                                           7,500                $19.375               $145,313
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          34,500               $19.1875               $661,969
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                             500                $19.125                 $9,563
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          20,000                $18.125               $362,500
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           2,300                $17.625                $40,538
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         748,700               $17.0625            $12,774,694
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                             500                 $17.50                 $8,750
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          85,000                $16.375             $1,391,875
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          80,000               $13.5625             $1,085,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         168,000                $7.6875             $1,291,500
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         745,800                  $7.50             $5,593,500
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         120,000                  $7.25               $870,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,000                 $6.625                 $6,625
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          55,000                  $6.60               $363,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         100,000                $6.2188               $621,880
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         200,000                  $5.00             $1,000,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         200,000                  $3.50               $700,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         150,000                  $1.88               $282,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           7,500                  $1.81                $13,575
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $1.53                 $1,530
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          25,000                  $1.50                $37,500
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $1.44                 $2,160
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          35,000                  $1.34                $46,900
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          30,000                  $1.31                $39,300
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $1.28                 $1,920
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                       1,304,500                  $1.25             $1,630,625
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $1.20                 $1,200
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           9,700                  $1.19                $11,543
---------------------------- -------------------- ---------------------- ---------------------- --------------------
Totals                                 4,182,000                    --             $29,914,960          $7,478.74
============================ ==================== ====================== ====================== ====================

</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 Amended and Restated 1999
                  Non-Qualified Stock Option Plan, as amended by amendment
                  number 1.
         (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 the exercise prices of options
                  previously granted with respect to all 4,182,000 shares of
                  Common Stock.



<PAGE>

                          INCORPORATION OF CONTENTS OF
                       REGISTRATION STATEMENT BY REFERENCE

         A Registration Statement on Form S-8 (File No. 333-31988) was filed by
iVillage Inc. with the Securities and Exchange Commission (the "Commission") on
March 8, 2000 covering the registration of shares of Common Stock authorized for
issuance under the Amended and Restated 1999 Employee Stock Option Plan (the
"1999 ESOP Plan") and the Amended and Restated Non-Qualified Stock Option Plan,
as amended by amendment number 1 (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 1,000,000
shares authorized for issuance under the 1999 ESOP Plan and to register an
additional 3,182,000 shares authorized for issuance under the 1999 NQSO 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)  Registrant's Annual Report on Form 10-K for the year ended
              December 31, 2000.

         (b)  The Registrant's Quarterly Report on Form 10-Q for the Quarterly
              Period ended March 31, 2001 and the Registrant's Current Reports
              on Form 8-K filed with the Commission on February 6, 2001,
              February 7, 2001, April 19, 2001, April 24, 2001, May 4, 2001 and
              June 8, 2001; and

         (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.
<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 of the Registrant as of December
31, 2000 and 1999 and for the years then ended, incorporated by reference in
this Registration Statement, have been audited by PricewaterhouseCoopers LLP,
independent accountants, as stated in their report, incorporated by reference
herein.

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 beneficially owns, and 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
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 provide 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

                                       2

<PAGE>

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
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     Name
                  -------    ----

                  5.1        Opinion of Michael A. Gilbert, General Counsel of
                             the Registrant.
                  10.1       Amended and Restated 1999 Employee Stock Option
                             Plan of iVillage (incorporated by reference from
                             Exhibit 99.1 to Registration Statement File No.
                             333-39188).
                  10.2       Amended and Restated 1999 Non-Qualified Stock
                             Option Plan, as amended by Amendment Number 1
                             (incorporated by reference from Exhibit 10.8 to
                             Registration Statement File No. 333-56150).
                  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).



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:

                                       3

<PAGE>

                  (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.

         (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

                                       4

<PAGE>

              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 15th day of June,
2001.

                                            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               Chief Executive Officer and                   June 15, 2001
---------------------------------------------    Director (Principal Executive
               Douglas McCormick                 Officer)

               /s/ Scott Levine                  Chief Financial Officer                       June 15, 2001
---------------------------------------------    (Principal Financial and Accounting
                Scott Levine                     Officer)

                /s/ Nancy Evans                  Director                                      June 15, 2001
---------------------------------------------
                  Nancy Evans

</TABLE>

                                       6

<PAGE>


<TABLE>

<S>                                              <C>                                           <C>
               /s/ John T. Healy                 Director                                      June 15, 2001
---------------------------------------------
                John T. Healy

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


             /s/ Lennert J. Leader               Director                                      June 15, 2001
---------------------------------------------
               Lennert J. Leader

                                                 Director
---------------------------------------------
               Edward T. Reilly

              /s/ Daniel Schulman                Director                                      June 15, 2001
---------------------------------------------
                Daniel Schulman

</TABLE>

                                       7


<PAGE>




                                  EXHIBIT INDEX


Exhibit
Number   Name
------   ----

5.1      Opinion of Michael A. Gilbert, General Counsel of the Registrant.
10.1     Amended and Restated 1999 Employee Stock Option Plan of iVillage
         (incorporated by reference from Exhibit 99.1 to Registration Statement
         File No. 333-39188).
10.2     Amended and Restated 1999 Non-Qualified Stock Option Plan, as amended
         by Amendment Number 1 (incorporated by reference from Exhibit 10.8 to
         Registration Statement File No. 333-56150).
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).


                                       8
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{"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": "333-63194", "film-number": "1662100"}, "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 June 15, 2001
                                                     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 EMPLOYEE STOCK OPTION PLAN
           AMENDED AND RESTATED 1999 NON-QUALIFIED STOCK OPTION PLAN,
                        AS AMENDED BY AMENDMENT NUMBER 1
                            (Full Title of the Plan)

                                Douglas 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                             5,000                $21.375               $106,875
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          11,500                 $20.00               $230,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          30,000               $19.4375               $583,125
---------------------------- -------------------- ---------------------- ---------------------- --------------------
7,500                $19.375               $145,313
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          34,500               $19.1875               $661,969
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                             500                $19.125                 $9,563
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          20,000                $18.125               $362,500
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           2,300                $17.625                $40,538
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         748,700               $17.0625            $12,774,694
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                             500                 $17.50                 $8,750
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          85,000                $16.375             $1,391,875
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          80,000               $13.5625             $1,085,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         168,000                $7.6875             $1,291,500
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         745,800                  $7.50             $5,593,500
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         120,000                  $7.25               $870,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,000                 $6.625                 $6,625
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          55,000                  $6.60               $363,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         100,000                $6.2188               $621,880
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         200,000                  $5.00             $1,000,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         200,000                  $3.50               $700,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                         150,000                  $1.88               $282,000
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           7,500                  $1.81                $13,575
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $1.53                 $1,530
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          25,000                  $1.50                $37,500
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $1.44                 $2,160
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          35,000                  $1.34                $46,900
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                          30,000                  $1.31                $39,300
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,500                  $1.28                 $1,920
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                       1,304,500                  $1.25             $1,630,625
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           1,000                  $1.20                 $1,200
---------------------------- -------------------- ---------------------- ---------------------- --------------------
                                           9,700                  $1.19                $11,543
---------------------------- -------------------- ---------------------- ---------------------- --------------------
Totals                                 4,182,000                    --             $29,914,960          $7,478.74
============================ ==================== ====================== ====================== ====================
(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 Amended and Restated 1999
                  Non-Qualified Stock Option Plan, as amended by amendment
                  number 1.
         (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 the exercise prices of options
                  previously granted with respect to all 4,182,000 shares of
                  Common Stock.
INCORPORATION OF CONTENTS OF
                       REGISTRATION STATEMENT BY REFERENCE

         A Registration Statement on Form S-8 (File No. 333-31988) was filed by
iVillage Inc. with the Securities and Exchange Commission (the "Commission") on
March 8, 2000 covering the registration of shares of Common Stock authorized for
issuance under the Amended and Restated 1999 Employee Stock Option Plan (the
"1999 ESOP Plan") and the Amended and Restated Non-Qualified Stock Option Plan,
as amended by amendment number 1 (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 1,000,000
shares authorized for issuance under the 1999 ESOP Plan and to register an
additional 3,182,000 shares authorized for issuance under the 1999 NQSO 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)  Registrant's Annual Report on Form 10-K for the year ended
              December 31, 2000.

         (b)  The Registrant's Quarterly Report on Form 10-Q for the Quarterly
              Period ended March 31, 2001 and the Registrant's Current Reports
              on Form 8-K filed with the Commission on February 6, 2001,
              February 7, 2001, April 19, 2001, April 24, 2001, May 4, 2001 and
              June 8, 2001; and

         (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 (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 of the Registrant as of December
31, 2000 and 1999 and for the years then ended, incorporated by reference in
this Registration Statement, have been audited by PricewaterhouseCoopers LLP,
independent accountants, as stated in their report, incorporated by reference
herein.

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 beneficially owns, and 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
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 provide 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

                                       2
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
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     Name
                  -------    ----

                  5.1        Opinion of Michael A. Gilbert, General Counsel of
                             the Registrant.
                  10.1       Amended and Restated 1999 Employee Stock Option
                             Plan of iVillage (incorporated by reference from
                             Exhibit 99.1 to Registration Statement File No.
                             333-39188).
                  10.2       Amended and Restated 1999 Non-Qualified Stock
                             Option Plan, as amended by Amendment Number 1
                             (incorporated by reference from Exhibit 10.8 to
                             Registration Statement File No. 333-56150).
                  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).

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:

                                       3
(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.

         (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

                                       4
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 15th day of June,
2001.

                                            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               Chief Executive Officer and                   June 15, 2001
---------------------------------------------    Director (Principal Executive
               Douglas McCormick                 Officer)

               /s/ Scott Levine                  Chief Financial Officer                       June 15, 2001
---------------------------------------------    (Principal Financial and Accounting
                Scott Levine                     Officer)

                /s/ Nancy Evans                  Director                                      June 15, 2001
---------------------------------------------
                  Nancy Evans
6
/s/ John T. Healy                 Director                                      June 15, 2001
---------------------------------------------
                John T. Healy

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

             /s/ Lennert J. Leader               Director                                      June 15, 2001
---------------------------------------------
               Lennert J. Leader

                                                 Director
---------------------------------------------
               Edward T. Reilly

              /s/ Daniel Schulman                Director                                      June 15, 2001
---------------------------------------------
                Daniel Schulman
7
EXHIBIT INDEX

Exhibit
Number   Name
------   ----

5.1      Opinion of Michael A. Gilbert, General Counsel of the Registrant.
10.1     Amended and Restated 1999 Employee Stock Option Plan of iVillage
         (incorporated by reference from Exhibit 99.1 to Registration Statement
         File No. 333-39188).
10.2     Amended and Restated 1999 Non-Qualified Stock Option Plan, as amended
         by Amendment Number 1 (incorporated by reference from Exhibit 10.8 to
         Registration Statement File No. 333-56150).
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).

                                       8