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): June 1, 2001



                           NET PERCEPTIONS, INC.
-------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)


            Delaware                   000-25781              41-1844584
-------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission           (IRS Employer
       of Incorporation                File Number)        Identification No.)


  7700 France Avenue South, Edina, Minnesota                        55435
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)


                               (952) 842-5000
-------------------------------------------------------------------------------
                       Registrant's Telephone Number
                            Including Area Code


                               Not Applicable
-------------------------------------------------------------------------------
        Former Name or Former Address, if Changed Since Last Report




                         Exhibit Index is on Page 8


Item 5.           Other Events.

I.       Adoption of Rights Plan

                  On June 1, 2001, the Board of Directors of Net
Perceptions, Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of common stock of the Company, par value
$0.0001 per share (the "Common Stock"), to stockholders of record at the
close of business on June 14, 2001 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company a unit consisting of one
one-thousandth of a share (a "Unit") of Series A Junior Participating
Preferred Stock, par value $.0001 per share (the "Series A Preferred
Stock") at a purchase price of $15 per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and Wells Fargo Bank
Minnesota, N.A., as Rights Agent.

                  Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no separate
Rights certificates will be distributed. Subject to certain exceptions
specified in the Rights Agreement, the Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock after
June 1, 2001 (the "Stock Acquisition Date"), other than as a result of
repurchases of stock by the Company or certain inadvertent actions by
institutional or certain other stockholders or (ii) 10 business days (or
such later date as the Board shall determine) following the commencement of
a tender offer or exchange offer that would result in a person or group
becoming an Acquiring Person. Until the Distribution Date, (i) the Rights
will be evidenced by the Common Stock certificates and will be transferred
with and only with such Common Stock certificates, (ii) new Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender or
transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Series A
Preferred Stock will be issued.

                  The Rights are not exercisable until the Distribution
Date and will expire at 5:00 P.M. (New York City time) on June 14, 2011,
unless such date is extended or the Rights are earlier redeemed or
exchanged by the Company as described below.

                  If there is a Distribution Date, Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and thereafter the separate Rights
Certificates alone will represent the Rights. Except as otherwise
determined by the Board, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

                  In the event that a person becomes an Acquiring Person,
except pursuant to an offer for all outstanding shares of Common Stock
which the independent directors determine to be fair and not inadequate to
and to otherwise be in the best interests of the Company and its
stockholders, after receiving advice from one or more investment banking
firms (a "Qualified Offer"), each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. Notwithstanding
any of the foregoing, following the occurrence of the event set forth in
this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth above until such time as
the Rights are no longer redeemable by the Company as set forth below.

                  For example, at an exercise price of $15 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $30 worth of Common Stock (or other consideration, as
noted above) for $15. Assuming that the Common Stock had a per share value
of $1 at such time, the holder of each valid Right would be entitled to
purchase 30 shares of Common Stock for $15.

                  In the event that, at any time following the Stock
Acquisition Date, (i) the Company engages in a merger or other business
combination transaction in which the Company is not the surviving
corporation (other than with an entity which acquired the shares pursuant
to a Qualified Offer), (ii) the Company engages in a merger or other
business combination transaction in which the Company is the surviving
corporation and the Common Stock of the Company is changed or exchanged, or
(iii) 50% or more of the Company's assets, cash flow or earning power is
sold or transferred, each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set
forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."

                  At any time after a person becomes an Acquiring Person
and prior to the acquisition by such person or group of fifty percent (50%)
or more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one- thousandth of a share of Series A Preferred Stock (or of a share
of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to adjustment).

                  At any time until 10 days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board). Immediately upon the
action of the Board ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the $.01 per Right redemption price.

                  Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.

                  Any of the provisions of the Rights Agreement may be
amended by the Board prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not adversely affect
the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement. The foregoing notwithstanding, no
amendment may be made at such time as the Rights are not redeemable.

                  The Rights Agreement, dated as of June 1, 2001, between
the Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent,
specifying the terms of the Rights and including the form of the
Certificate of Designation, Preferences and Rights, the press release
announcing the declaration of the Rights and a form of letter to the
Company's stockholders describing the Rights are incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.

Item 7.           Financial Statements and Exhibits.


     (c)  Exhibits

  4       Rights Agreement, dated as of June 1, 2001,
          between Net Perceptions, Inc. and Wells Fargo
          Bank Minnesota, N.A., as Rights Agent, including all exhibits
          thereto, incorporated herein by reference to Exhibit 1 to the
          Company's Registration Statement on Form 8-A filed with the
          Securities and Exchange Commission on June 6, 2001.

  20(a)   Press Release of the Company dated June 1,
          2001, incorporated herein by reference to
          Exhibit 2 to the Company's Registration
          Statement on Form 8-A filed with the
          Securities and Exchange Commission on June 6,
          2001.


                                 SIGNATURE


         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 thereto duly authorized.


                                            NET PERCEPTIONS, INC.



Date: June 6, 2001                          By: /s/ Thomas M. Donnelly
                                               ----------------------------
                                               Name:   Thomas M. Donnelly
                                               Title:  Senior Vice-President
                                                       and Chief Financial
                                                       Officer


                               EXHIBIT INDEX

Exhibit
Description



4     Rights Agreement, dated as of June 1, 2001, between Net Perceptions,
      Inc. and Wells Fargo Bank Minnesota, N.A., as Rights Agent, including
      all exhibits thereto, incorporated herein by reference to Exhibit 1
      to the Company's Registration Statement on Form 8-A filed with the
      Securities and Exchange Commission on June 6, 2001.

20(a) Press Release of the Company dated June 1, 2001, incorporated herein
      by reference to Exhibit 2 to the Company's Registration Statement on
      Form 8-A filed with the Securities and Exchange Commission on June 6,
      2001.
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{"company-data": {"conformed-name": "NET PERCEPTIONS INC", "cik": "0001078203", "assigned-sic": "7372", "irs-number": "411844584", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25781", "film-number": "1655008"}, "business-address": {"street1": "7700 FRANCE AVE SOUTH", "city": "EDINA", "state": "MN", "zip": "55435", "phone": "6129031270"}, "mail-address": {"street1": "7700 FRANCE AVE SOUTH", "city": "EDINA", "state": "MN", "zip": "55435"}}
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): June 1, 2001

                           NET PERCEPTIONS, INC.
-------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)

            Delaware                   000-25781              41-1844584
-------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission           (IRS Employer
       of Incorporation                File Number)        Identification No.)

  7700 France Avenue South, Edina, Minnesota                        55435
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

                               (952) 842-5000
-------------------------------------------------------------------------------
                       Registrant's Telephone Number
                            Including Area Code

                               Not Applicable
-------------------------------------------------------------------------------
        Former Name or Former Address, if Changed Since Last Report

                         Exhibit Index is on Page 8

Item 5.           Other Events.

I.       Adoption of Rights Plan

                  On June 1, 2001, the Board of Directors of Net
Perceptions, Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of common stock of the Company, par value
$0.0001 per share (the "Common Stock"), to stockholders of record at the
close of business on June 14, 2001 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company a unit consisting of one
one-thousandth of a share (a "Unit") of Series A Junior Participating
Preferred Stock, par value $.0001 per share (the "Series A Preferred
Stock") at a purchase price of $15 per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and Wells Fargo Bank
Minnesota, N.A., as Rights Agent.

                  Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no separate
Rights certificates will be distributed. Subject to certain exceptions
specified in the Rights Agreement, the Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock after
June 1, 2001 (the "Stock Acquisition Date"), other than as a result of
repurchases of stock by the Company or certain inadvertent actions by
institutional or certain other stockholders or (ii) 10 business days (or
such later date as the Board shall determine) following the commencement of
a tender offer or exchange offer that would result in a person or group
becoming an Acquiring Person. Until the Distribution Date, (i) the Rights
will be evidenced by the Common Stock certificates and will be transferred
with and only with such Common Stock certificates, (ii) new Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender or
transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Series A
Preferred Stock will be issued.

                  The Rights are not exercisable until the Distribution
Date and will expire at 5:00 P.M. (New York City time) on June 14, 2011,
unless such date is extended or the Rights are earlier redeemed or
exchanged by the Company as described below.

                  If there is a Distribution Date, Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and thereafter the separate Rights
Certificates alone will represent the Rights. Except as otherwise
determined by the Board, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

                  In the event that a person becomes an Acquiring Person,
except pursuant to an offer for all outstanding shares of Common Stock
which the independent directors determine to be fair and not inadequate to
and to otherwise be in the best interests of the Company and its
stockholders, after receiving advice from one or more investment banking
firms (a "Qualified Offer"), each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. Notwithstanding
any of the foregoing, following the occurrence of the event set forth in
this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth above until such time as
the Rights are no longer redeemable by the Company as set forth below.

                  For example, at an exercise price of $15 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $30 worth of Common Stock (or other consideration, as
noted above) for $15. Assuming that the Common Stock had a per share value
of $1 at such time, the holder of each valid Right would be entitled to
purchase 30 shares of Common Stock for $15.

                  In the event that, at any time following the Stock
Acquisition Date, (i) the Company engages in a merger or other business
combination transaction in which the Company is not the surviving
corporation (other than with an entity which acquired the shares pursuant
to a Qualified Offer), (ii) the Company engages in a merger or other
business combination transaction in which the Company is the surviving
corporation and the Common Stock of the Company is changed or exchanged, or
(iii) 50% or more of the Company's assets, cash flow or earning power is
sold or transferred, each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set
forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."

                  At any time after a person becomes an Acquiring Person
and prior to the acquisition by such person or group of fifty percent (50%)
or more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one- thousandth of a share of Series A Preferred Stock (or of a share
of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to adjustment).

                  At any time until 10 days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board). Immediately upon the
action of the Board ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the $.01 per Right redemption price.

                  Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.

                  Any of the provisions of the Rights Agreement may be
amended by the Board prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not adversely affect
the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement. The foregoing notwithstanding, no
amendment may be made at such time as the Rights are not redeemable.

                  The Rights Agreement, dated as of June 1, 2001, between
the Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent,
specifying the terms of the Rights and including the form of the
Certificate of Designation, Preferences and Rights, the press release
announcing the declaration of the Rights and a form of letter to the
Company's stockholders describing the Rights are incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.

Item 7.           Financial Statements and Exhibits.

     (c)  Exhibits

  4       Rights Agreement, dated as of June 1, 2001,
          between Net Perceptions, Inc. and Wells Fargo
          Bank Minnesota, N.A., as Rights Agent, including all exhibits
          thereto, incorporated herein by reference to Exhibit 1 to the
          Company's Registration Statement on Form 8-A filed with the
          Securities and Exchange Commission on June 6, 2001.

  20(a)   Press Release of the Company dated June 1,
          2001, incorporated herein by reference to
          Exhibit 2 to the Company's Registration
          Statement on Form 8-A filed with the
          Securities and Exchange Commission on June 6,
          2001.

                                 SIGNATURE

         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 thereto duly authorized.

                                            NET PERCEPTIONS, INC.

Date: June 6, 2001                          By: /s/ Thomas M. Donnelly
                                               ----------------------------
                                               Name:   Thomas M. Donnelly
                                               Title:  Senior Vice-President
                                                       and Chief Financial
                                                       Officer

                               EXHIBIT INDEX

Exhibit
Description

4     Rights Agreement, dated as of June 1, 2001, between Net Perceptions,
      Inc. and Wells Fargo Bank Minnesota, N.A., as Rights Agent, including
      all exhibits thereto, incorporated herein by reference to Exhibit 1
      to the Company's Registration Statement on Form 8-A filed with the
      Securities and Exchange Commission on June 6, 2001.

20(a) Press Release of the Company dated June 1, 2001, incorporated herein
      by reference to Exhibit 2 to the Company's Registration Statement on
      Form 8-A filed with the Securities and Exchange Commission on June 6,
      2001.