content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
  
                                     FORM 8-K
  
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
  
        Date of Report (Date of earliest event reported):  January 28, 2000
  
                                 NETCENTIVES INC.
              (Exact name of Registrant as specified in its charter)
  
             Delaware                      000-27253             93-1213291
  (State or other jurisdiction of   (Commission File Number)  (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
                                 690 Fifth Street
                              San Francisco, CA 94107
                (Address of principal executive offices) (Zip code)
  
                                  (415) 538-1888
               (Registrant's telephone number, including area code)
  
  
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 5.   Other Events
  
       On January 28, 2000, the Company entered into an Interactive Marketing and
  Software Distribution Agreement with America Online, Inc.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
       (c)  Exhibits.
  
       Exhibit 10.22   Interactive Marketing and Software Distribution Agreement.*
  
       Exhibit 99.1    Netcentives Inc. Press Release dated January 31, 2000.
  
       ___________
  
       * Confidential Treatment Requested
  
                                        -2-
  <PAGE>
  
                                    SIGNATURES
  
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                        NETCENTIVES INC.
  
  
  Date:  February 14, 2000              /S/ JOHN F. LONGINOTTI
                                        -----------------------------------
                                        John F. Longinotti
                                        Executive Vice President and CFO
                                        (Duly Authorized and Principal Financial
                                        and Accounting Officer)
  
                                        -3-
  <PAGE>
  
                                 NETCENTIVES INC.
  
                                 INDEX TO EXHIBITS
  
  
  EXHIBIT
  NUMBER
  ------
  
   10.22    Interactive Marketing and Software Distribution Agreement*
  
   99.1     Netcentives Inc. Press Release dated January 31, 2000
  
       _________
  
  * Confidential Treatment Requested
  
                                        -4-
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metadata_filer: {"company-data": {"conformed-name": "NETCENTIVES INC", "cik": "0001081404", "assigned-sic": "7389", "irs-number": "931213291"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27253", "film-number": "545006"}, "business-address": {"street1": "690 FIFTH STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "4155381888"}, "mail-address": {"street1": "690 FIFTH STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107"}}
text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
        Date of Report (Date of earliest event reported):  January 28, 2000
  
                                 NETCENTIVES INC.
              (Exact name of Registrant as specified in its charter)
  
             Delaware                      000-27253             93-1213291
  (State or other jurisdiction of   (Commission File Number)  (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
                                 690 Fifth Street
                              San Francisco, CA 94107
                (Address of principal executive offices) (Zip code)
  
                                  (415) 538-1888
               (Registrant's telephone number, including area code)
  
           (Former name or former address, if changed since last report)
  Item 5.   Other Events
  
       On January 28, 2000, the Company entered into an Interactive Marketing and
  Software Distribution Agreement with America Online, Inc.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
       (c)  Exhibits.
  
       Exhibit 10.22   Interactive Marketing and Software Distribution Agreement.*
  
       Exhibit 99.1    Netcentives Inc. Press Release dated January 31, 2000.
  
       ___________
  
       * Confidential Treatment Requested
  
                                        -2-
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                        NETCENTIVES INC.
  
  Date:  February 14, 2000              /S/ JOHN F. LONGINOTTI
                                        -----------------------------------
                                        John F. Longinotti
                                        Executive Vice President and CFO
                                        (Duly Authorized and Principal Financial
                                        and Accounting Officer)
  
                                        -3-
  NETCENTIVES INC.
  
                                 INDEX TO EXHIBITS
  
  EXHIBIT
  NUMBER
  ------
  
   10.22    Interactive Marketing and Software Distribution Agreement*
  
   99.1     Netcentives Inc. Press Release dated January 31, 2000
  
       _________
  
  * Confidential Treatment Requested
  
                                        -4-