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


                               April 24, 2001
                        ------------------------
                     (Date of earliest event reported)


                           Net Perceptions, Inc.
               ----------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


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


              7700 France Avenue South, Edina, Minnesota 55435
            ----------------------------------------------------
        (Address of principal executive offices, including zip code)


                               (952) 842-5000
            ----------------------------------------------------
            (Registrant's telephone number, including area code)


  -----------------------------------------------------------------------
       (Former Name or Former Address, If Changed Since Last Report)



Item 5.  Other Events.

         Net Perceptions' press release dated April 24, 2001 is
incorporated herein by reference and is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits:

99.1     Press Release by Net Perceptions, Inc. dated April 24, 2001.


                                 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 hereunto duly authorized.


                                      NET PERCEPTIONS, INC.

                                      By:   /s/ Thomas M. Donnelly
                                           ------------------------------
Date:  April 25, 2001                      Thomas M. Donnelly
                                           Senior Vice President of Finance
                                           and Administration and Chief
                                           Financial Officer



                                                               EXHIBIT 99.1



PRESS RELEASE--Apr 24 2001

NET PERCEPTIONS ANNOUNCES FIRST QUARTER RESULTS

Company Closes Quarter with Cash Reserves of $87.3 Million
More Clients Realize Bottom Line Benefits of Its Technology

MINNEAPOLIS - Net Perceptions, Inc. (Nasdaq: NETP) today announced revenue
of $3.2 million for the quarter ended Mar. 31, 2001, and a loss of $11.9
million, or ($0.44) per share before restructuring charges, a non-cash
charge for the impairment of goodwill and other intangibles, amortization
of intangibles and stock compensation expense. In the same period last year
the company reported $9.5 million in revenue and a net loss of $3.6 million
or ($0.16) per share before amortization of intangibles and stock
compensation expense. Including restructuring charges, a non-cash charge
for the impairment of goodwill and other intangibles, amortization of
intangibles and stock compensation expense, the company reported a loss of
$108.8 million or ($4.05) per share for the first quarter ended Mar. 31,
2001.

During the quarter, the company instituted a plan of restructuring related
to the reorganization and consolidation of operations in various United
States and international locations. The restructuring charge of $13.9
million consisted of $10.2 million related to facility consolidation, $1.2
million of termination payments resulting from the company's March 23, 2001
reduction in workforce and $2.5 million of losses on the disposal of assets
and other restructuring related costs. Of the $13.9 million, approximately
$3.4 million was a non-cash charge.

The company has reduced the goodwill and other intangibles value in the
March 31, 2001 balance sheet by $75.3 million. The non-cash write-down in
goodwill and other intangibles is based on an impairment test of the
company's February 2000 acquisition of Knowledge Discovery One, Inc.

"While the current economic situation is extremely frustrating because it
continues to lengthen IT decisions, the positive results we are bringing to
our current customers continues to grow," said Steven Snyder, Net
Perceptions' president and CEO. "In addition, our recent restructuring
actions are positive steps to preserve cash and improve the financial
performance of our company in the later half of 2001."

During the quarter, Net Perceptions continued to focus on serving the needs
of its target market, large multi-channel retail customers:

o        Key customers such as Brylane, GUS (Great Universal Stores) and
         Musician's Friend, a wholly owned subsidiary of Guitar Center,
         Inc. saw significant, measurable improvements in their direct
         sales channels by using Net Perceptions marketing and
         merchandising optimization solutions. For example, Musician's
         Friend sited Net Perceptions as a key factor in helping it
         increase direct channel sales by more than 60% during the last
         year.
o        The company received several follow-on orders from existing
         customers such as Fingerhut, Hudson's Bay, J.C. Penney, Walgreens
         and German-based, H.O.T. (Home Order Television), who all upgraded
         or renewed their licenses. Still others, such as Smith & Hawken
         and GUS purchased additional Net Perceptions products during the
         quarter.
o        The company took measures to streamline and size its business to
         focus more aggressively on its core retail audiences as well as
         reflect the current economic environment. Therefore, in March, it
         trimmed its workforce by 46 percent, or a total of 124 positions
         and developed a restructuring plan to consolidate various company
         facilities. Total headcount as of Mar. 31, 2001 was 146.
o        In early January, the company launched "Retail Revelations," a
         suite of products and services representing a re-branded and
         renamed product line that reflects the company's core business
         focus on multi-channel retailers. Retail Revelations combines
         retail solutions that cover critical merchandising and marketing
         performance issues. These include providing precise insight into
         what products to advertise to generate the most traffic,
         recommendations for how to liquidate overstocks on the Web while
         optimizing profit margins, and increasing overall promotional
         effectiveness and sales.

Outlook

The company anticipates that revenues for the second quarter will be $2 to
$5 million dollars and that pro forma net loss per share will be $0.18 to
$0.25 cents per share. We completed the quarter with $87.3 million in cash
and investments, and expect to use $10 million of our cash reserves during
the second quarter, with $2.2 million representing payments related to the
company's recent restructuring. We expect our total cash burn for 2001 will
be $25 to $30 million, inclusive of payments related to our recent
restructuring.

About Net Perceptions

Net Perceptions is a leading provider of precision merchandising, marketing
and personalization software. Its products enable companies to generate
greater demand and better margins for their products by capitalizing on
business information and optimizing product assortments, pricing and
customer relationships. Customers include market leaders such as Brylane,
Best Buy, GUS, J.C. Penney, Kmart and Tesco. For more information visit
http://www.netperceptions.com or call 800-466-0711.

Net Perceptions and the Net Perceptions logo are registered trademarks of
Net Perceptions, Inc. All other trademarks are the property of their
respective owners. This press release contains "forward-looking statements"
within the meaning of the federal securities laws, including statements
concerning business strategies and their intended results, and similar
statements concerning anticipated future events and expectations that are
not historical facts. These forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. The forward-looking statements in this press release reflect
management's best judgment at the time they are made, but all such
statements are subject to numerous risks and uncertainties, which could
cause actual results to differ materially from those expressed in or
implied by the statements herein. Additional information concerning
potential factors that could effect future financial results are detailed
from time to time in the company's periodic reports and registration
statements filed with the U.S. Securities and Exchange Commission.


                           NET PERCEPTIONS, INC.

               PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF
                  OPERATIONS * (in thousands, except share
                           and per share amounts)

                                                  Three Months Ended
                                                       March 31,
                                                 2001             2000

Revenues
  Product                                       $ 1,008           $7,524
  Service and maintenance                         2,233            1,968
                                                -------          -------

Total revenues                                    3,241            9,492

Cost of revenues:
  Product                                           108              108
  Service and maintenance                         2,198            1,809
                                                -------          -------

Total cost of revenues                            2,306            1,917

Gross margin                                        935            7,575

Operating expenses:
  Sales and marketing                             7,958            5,901
  Research and development                        3,964            3,658
  General and administrative                      2,272            2,259
  Lease abandonment expense                         225                -
                                               --------      -----------

Total operating expenses                         14,419           11,818

Loss from operations                            (13,484)          (4,243)

Other income, net                                 1,593              649
Net loss                                       ($11,891)         ($3,594)
Net loss per share:

Basic and diluted                               ($0.44)          ($0.16)

Shares used in computing
  basic and diluted net
  loss per share                             26,844,380       22,499,002

* Pro Forma Consolidated Statement of Operations excludes stock
compensation expense and amortization of acquired intangibles related to
the Company's first quarter 2000 acquisition of Knowledge Discovery One
(KD1) of $7,685 and $3,987 for the three months ending March 31, 2001 and
2000, respectively. In addition, restructuring charges of $13,920 and a
$75,298 charge for the impairment of KD1 goodwill and other intangibles
were excluded from the first quarter of 2001.


                   CONSOLIDATED CONDENSED BALANCE SHEETS
                               (in thousands)

<TABLE>
<CAPTION>

                                                                March 31,      December 31,
                                                                  2001             2000

Assets
Current assets:
<S>                                                             <C>              <C>
  Cash and cash equivalents                                     $ 26,535         $ 16,396
  Short-term investments                                          60,729           52,484
  Accounts receivable, net                                         2,603            6,449
  Royalties receivable                                               617              671
  Prepaid expenses and other current assets                        2,406            1,729
                                                                   -----            -----

Total current assets                                              92,890           77,729

Marketable securities                                                 -            27,356
Property and equipment, net                                       11,686           12,760
Goodwill & other intangible assets, net                            9,307           92,194
Other assets                                                       1,339            1,795
                                                                   -----            -----

Total assets                                                    $115,222         $211,834

Liabilities and stockholders' equity Current liabilities:
  Accounts payable and accrued expenses                         $  6,711         $  7,040
  Deferred revenue                                                 2,468            3,743
  Accrued restructuring costs                                     13,903                -
  Current portion of long-term liabilities                           497              582
                                                                     ---              ---

Total current liabilities                                         23,579           11,365

Long-term liabilities, net of current portion                      1,808            1,951
                                                                   -----            -----

Total liabilities                                                 25,387           13,316

Commitments and contingencies

Stockholders' equity:
  Common stock                                                         2                2
  Additional paid-in capital                                     274,576          274,458
  Other comprehensive income (loss)                                  354              361
  Accumulated deficit                                           (185,097)         (76,303)
                                                                ---------         --------

Total stockholders' equity                                        89,835          198,518

Total liabilities and stockholders' equity                      $115,222         $211,834

</TABLE>

                           NET PERCEPTIONS, INC.

              CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
             (in thousands, except share and per share amounts)

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
                                                              2001             2000

Revenues:
<S>                                                         <C>              <C>
  Product                                                   $  1,008         $7,524
  Service and maintenance                                      2,233          1,968
                                                               -----          -----

Total revenues                                                 3,241          9,492

Cost of revenues:
  Product                                                        441            274
  Service and maintenance                                      2,198          1,809
                                                               -----          -----

Total cost of revenues                                         2,639          2,083

Gross margin                                                     602          7,409

Operating expenses:
  Sales and marketing                                          7,970          6,011
  Research and development                                     4,033          3,719
  General and administrative                                   2,287          2,281
  Lease abandonment expense                                      225             -
  Restructuring charges                                       13,920             -
  Amortization of goodwill and other intangibles               7,256          3,628
  Impairment of goodwill and other intangibles                75,298             -
                                                              ------          -----

Total operating expenses                                     110,989         15,639

Loss from operations                                        (110,387)        (8,230)

Other income, net                                              1,593            649
Net loss                                                   ($108,794)       ($7,581)
Net loss per share:

Basic and diluted                                            ($4.05)        ($0.34)

Shares used in computing basic
  and diluted net loss per share                          26,844,380     22,499,002

</TABLE>


                               EXHIBIT INDEX


Exhibit
Number            Description

99.1              Press Release by Net Perceptions, Inc. dated April 24, 2001.
[{"type": "8-K", "sequence": "1", "filename": "s204838.txt", "description": "8-K", "secsgml_size_bytes": 17560}]
{"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": "1610498"}, "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

                               April 24, 2001
                        ------------------------
                     (Date of earliest event reported)

                           Net Perceptions, Inc.
               ----------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

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

              7700 France Avenue South, Edina, Minnesota 55435
            ----------------------------------------------------
        (Address of principal executive offices, including zip code)

                               (952) 842-5000
            ----------------------------------------------------
            (Registrant's telephone number, including area code)

  -----------------------------------------------------------------------
       (Former Name or Former Address, If Changed Since Last Report)

Item 5.  Other Events.

         Net Perceptions' press release dated April 24, 2001 is
incorporated herein by reference and is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits:

99.1     Press Release by Net Perceptions, Inc. dated April 24, 2001.

                                 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 hereunto duly authorized.

                                      NET PERCEPTIONS, INC.

                                      By:   /s/ Thomas M. Donnelly
                                           ------------------------------
Date:  April 25, 2001                      Thomas M. Donnelly
                                           Senior Vice President of Finance
                                           and Administration and Chief
                                           Financial Officer

                                                               EXHIBIT 99.1

PRESS RELEASE--Apr 24 2001

NET PERCEPTIONS ANNOUNCES FIRST QUARTER RESULTS

Company Closes Quarter with Cash Reserves of $87.3 Million
More Clients Realize Bottom Line Benefits of Its Technology

MINNEAPOLIS - Net Perceptions, Inc. (Nasdaq: NETP) today announced revenue
of $3.2 million for the quarter ended Mar. 31, 2001, and a loss of $11.9
million, or ($0.44) per share before restructuring charges, a non-cash
charge for the impairment of goodwill and other intangibles, amortization
of intangibles and stock compensation expense. In the same period last year
the company reported $9.5 million in revenue and a net loss of $3.6 million
or ($0.16) per share before amortization of intangibles and stock
compensation expense. Including restructuring charges, a non-cash charge
for the impairment of goodwill and other intangibles, amortization of
intangibles and stock compensation expense, the company reported a loss of
$108.8 million or ($4.05) per share for the first quarter ended Mar. 31,
2001.

During the quarter, the company instituted a plan of restructuring related
to the reorganization and consolidation of operations in various United
States and international locations. The restructuring charge of $13.9
million consisted of $10.2 million related to facility consolidation, $1.2
million of termination payments resulting from the company's March 23, 2001
reduction in workforce and $2.5 million of losses on the disposal of assets
and other restructuring related costs. Of the $13.9 million, approximately
$3.4 million was a non-cash charge.

The company has reduced the goodwill and other intangibles value in the
March 31, 2001 balance sheet by $75.3 million. The non-cash write-down in
goodwill and other intangibles is based on an impairment test of the
company's February 2000 acquisition of Knowledge Discovery One, Inc.

"While the current economic situation is extremely frustrating because it
continues to lengthen IT decisions, the positive results we are bringing to
our current customers continues to grow," said Steven Snyder, Net
Perceptions' president and CEO. "In addition, our recent restructuring
actions are positive steps to preserve cash and improve the financial
performance of our company in the later half of 2001."

During the quarter, Net Perceptions continued to focus on serving the needs
of its target market, large multi-channel retail customers:

o        Key customers such as Brylane, GUS (Great Universal Stores) and
         Musician's Friend, a wholly owned subsidiary of Guitar Center,
         Inc. saw significant, measurable improvements in their direct
         sales channels by using Net Perceptions marketing and
         merchandising optimization solutions. For example, Musician's
         Friend sited Net Perceptions as a key factor in helping it
         increase direct channel sales by more than 60% during the last
         year.
o        The company received several follow-on orders from existing
         customers such as Fingerhut, Hudson's Bay, J.C. Penney, Walgreens
         and German-based, H.O.T. (Home Order Television), who all upgraded
         or renewed their licenses. Still others, such as Smith & Hawken
         and GUS purchased additional Net Perceptions products during the
         quarter.
o        The company took measures to streamline and size its business to
         focus more aggressively on its core retail audiences as well as
         reflect the current economic environment. Therefore, in March, it
         trimmed its workforce by 46 percent, or a total of 124 positions
         and developed a restructuring plan to consolidate various company
         facilities. Total headcount as of Mar. 31, 2001 was 146.
o        In early January, the company launched "Retail Revelations," a
         suite of products and services representing a re-branded and
         renamed product line that reflects the company's core business
         focus on multi-channel retailers. Retail Revelations combines
         retail solutions that cover critical merchandising and marketing
         performance issues. These include providing precise insight into
         what products to advertise to generate the most traffic,
         recommendations for how to liquidate overstocks on the Web while
         optimizing profit margins, and increasing overall promotional
         effectiveness and sales.

Outlook

The company anticipates that revenues for the second quarter will be $2 to
$5 million dollars and that pro forma net loss per share will be $0.18 to
$0.25 cents per share. We completed the quarter with $87.3 million in cash
and investments, and expect to use $10 million of our cash reserves during
the second quarter, with $2.2 million representing payments related to the
company's recent restructuring. We expect our total cash burn for 2001 will
be $25 to $30 million, inclusive of payments related to our recent
restructuring.

About Net Perceptions

Net Perceptions is a leading provider of precision merchandising, marketing
and personalization software. Its products enable companies to generate
greater demand and better margins for their products by capitalizing on
business information and optimizing product assortments, pricing and
customer relationships. Customers include market leaders such as Brylane,
Best Buy, GUS, J.C. Penney, Kmart and Tesco. For more information visit
http://www.netperceptions.com or call 800-466-0711.

Net Perceptions and the Net Perceptions logo are registered trademarks of
Net Perceptions, Inc. All other trademarks are the property of their
respective owners. This press release contains "forward-looking statements"
within the meaning of the federal securities laws, including statements
concerning business strategies and their intended results, and similar
statements concerning anticipated future events and expectations that are
not historical facts. These forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. The forward-looking statements in this press release reflect
management's best judgment at the time they are made, but all such
statements are subject to numerous risks and uncertainties, which could
cause actual results to differ materially from those expressed in or
implied by the statements herein. Additional information concerning
potential factors that could effect future financial results are detailed
from time to time in the company's periodic reports and registration
statements filed with the U.S. Securities and Exchange Commission.

                           NET PERCEPTIONS, INC.

               PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF
                  OPERATIONS * (in thousands, except share
                           and per share amounts)

                                                  Three Months Ended
                                                       March 31,
                                                 2001             2000

Revenues
  Product                                       $ 1,008           $7,524
  Service and maintenance                         2,233            1,968
                                                -------          -------

Total revenues                                    3,241            9,492

Cost of revenues:
  Product                                           108              108
  Service and maintenance                         2,198            1,809
                                                -------          -------

Total cost of revenues                            2,306            1,917

Gross margin                                        935            7,575

Operating expenses:
  Sales and marketing                             7,958            5,901
  Research and development                        3,964            3,658
  General and administrative                      2,272            2,259
  Lease abandonment expense                         225                -
                                               --------      -----------

Total operating expenses                         14,419           11,818

Loss from operations                            (13,484)          (4,243)

Other income, net                                 1,593              649
Net loss                                       ($11,891)         ($3,594)
Net loss per share:

Basic and diluted                               ($0.44)          ($0.16)

Shares used in computing
  basic and diluted net
  loss per share                             26,844,380       22,499,002

* Pro Forma Consolidated Statement of Operations excludes stock
compensation expense and amortization of acquired intangibles related to
the Company's first quarter 2000 acquisition of Knowledge Discovery One
(KD1) of $7,685 and $3,987 for the three months ending March 31, 2001 and
2000, respectively. In addition, restructuring charges of $13,920 and a
$75,298 charge for the impairment of KD1 goodwill and other intangibles
were excluded from the first quarter of 2001.

                   CONSOLIDATED CONDENSED BALANCE SHEETS
                               (in thousands)
March 31,      December 31,
                                                                  2001             2000

Assets
Current assets:
Cash and cash equivalents                                     $ 26,535         $ 16,396
  Short-term investments                                          60,729           52,484
  Accounts receivable, net                                         2,603            6,449
  Royalties receivable                                               617              671
  Prepaid expenses and other current assets                        2,406            1,729
                                                                   -----            -----

Total current assets                                              92,890           77,729

Marketable securities                                                 -            27,356
Property and equipment, net                                       11,686           12,760
Goodwill & other intangible assets, net                            9,307           92,194
Other assets                                                       1,339            1,795
                                                                   -----            -----

Total assets                                                    $115,222         $211,834

Liabilities and stockholders' equity Current liabilities:
  Accounts payable and accrued expenses                         $  6,711         $  7,040
  Deferred revenue                                                 2,468            3,743
  Accrued restructuring costs                                     13,903                -
  Current portion of long-term liabilities                           497              582
                                                                     ---              ---

Total current liabilities                                         23,579           11,365

Long-term liabilities, net of current portion                      1,808            1,951
                                                                   -----            -----

Total liabilities                                                 25,387           13,316

Commitments and contingencies

Stockholders' equity:
  Common stock                                                         2                2
  Additional paid-in capital                                     274,576          274,458
  Other comprehensive income (loss)                                  354              361
  Accumulated deficit                                           (185,097)         (76,303)
                                                                ---------         --------

Total stockholders' equity                                        89,835          198,518

Total liabilities and stockholders' equity                      $115,222         $211,834
NET PERCEPTIONS, INC.

              CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
             (in thousands, except share and per share amounts)
Three Months Ended
                                                                    March 31,
                                                              2001             2000

Revenues:
Product                                                   $  1,008         $7,524
  Service and maintenance                                      2,233          1,968
                                                               -----          -----

Total revenues                                                 3,241          9,492

Cost of revenues:
  Product                                                        441            274
  Service and maintenance                                      2,198          1,809
                                                               -----          -----

Total cost of revenues                                         2,639          2,083

Gross margin                                                     602          7,409

Operating expenses:
  Sales and marketing                                          7,970          6,011
  Research and development                                     4,033          3,719
  General and administrative                                   2,287          2,281
  Lease abandonment expense                                      225             -
  Restructuring charges                                       13,920             -
  Amortization of goodwill and other intangibles               7,256          3,628
  Impairment of goodwill and other intangibles                75,298             -
                                                              ------          -----

Total operating expenses                                     110,989         15,639

Loss from operations                                        (110,387)        (8,230)

Other income, net                                              1,593            649
Net loss                                                   ($108,794)       ($7,581)
Net loss per share:

Basic and diluted                                            ($4.05)        ($0.34)

Shares used in computing basic
  and diluted net loss per share                          26,844,380     22,499,002
EXHIBIT INDEX

Exhibit
Number            Description

99.1              Press Release by Net Perceptions, Inc. dated April 24, 2001.