<PAGE>   1
    As filed with the Securities and Exchange Commission on August 2, 2001.

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                HOTJOBS.COM, LTD.
               (Exact name of issuer as specified in its charter)

         Delaware                                                13-3931821
(State of Incorporation)                                      (I.R.S. Employer
                                                             Identification No.)



                         406 West 31st Street, 9th Floor
                            New York, New York 10001
                                 (212) 302-0060
          (Address and telephone number of principal executive offices)

                             2000 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Dimitri J. Boylan
                      President and Chief Executive Officer
                                HotJobs.com, Ltd.
                         406 West 31st Street, 9th Floor
                            New York, New York 10001
                                 (212) 302-0060
            (Name, address and telephone number of agent for service)

                                   Copies to:
                       Milbank, Tweed, Hadley & McCloy LLP
                            One Chase Manhattan Plaza
                            New York, New York 10005
                                 (212) 530-5000
                        Attention: Robert S. Reder, Esq.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of Securities to be Registered        Amount to be         Proposed Maximum Aggregate          Amount of
                                            Registered (1)            Offering Price (2)          Registration Fee
------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>                             <C>
        2000 Stock Option Plan
        ----------------------
Common Stock, par value $.01 per share         4,000,000                $36,716,745                $9,179,19

        Total Registration Fee:                                                                    $9,179.19
</TABLE>

(1)  This Registration Statement covers all stock options issued under the
     listed plan and no additional options will be granted under such plan. This
     Registration Statement shall also cover any additional shares of Common
     Stock which become issuable under the listed plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the Registrant's receipt of consideration which results in
     an increase in the number of the outstanding shares of Registrant's Common
     Stock.
<PAGE>   2
(2)  The proposed maximum aggregate offering price listed above has been
     determined pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended, and represents the sum of the aggregate exercise price of all
     options granted and unexercised to date under the Plan.
<PAGE>   3
                                     PART I

ITEM 1.  PLAN INFORMATION

                  This Registration Statement relates to the registration of
4,000,000 shares of Common Stock, $.01 par value per share (the "Common Stock"),
of HOTJOBS.COM, LTD. (the "Registrant") awarded under the 2000 Stock Option Plan
(the "Plan"). Documents containing the information required by Part I of the
Registration Statement will be sent or given to participants in the Plans as
specified by Rule 428(b). Such documents are not filed with the Securities and
Exchange Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such Prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Secretary, HotJobs.com, Ltd., 406 West 31st Street,
9th Floor, New York, New York 10001 (telephone: 212-302-0060).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents which have been filed by the
Registrant with the Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as applicable, are incorporated by reference
herein and shall be deemed to be a part hereof:

                  1.       The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 2000.

                  2.       All other reports filed by the Registrant pursuant to
                           Section 13(a) and 15(d) of the Exchange Act.

                  3.       The description of the Registrant's Capital Stock
                           contained in the registration statement filed
                           pursuant to Section 12 of the Exchange Act, including
                           any amendment or report filed for the purpose of
                           updating such description.

All documents, filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
<PAGE>   4
during which the offering made by this registration statement is in effect prior
to the filing with the Commission of the Registrant's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference in this registration statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.

                  Any statement contained in an Incorporated Document 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 other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

                  The Common Stock being registered hereunder has been
registered pursuant to Section 12 of the Exchange Act and a description of the
Common Stock is contained in the Exchange Act registration statement which has
been filed with the Commission.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware General Corporation Law ("DGCL")
makes provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors under certain
circumstances from liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Section 145 of the DGCL empowers a corporation
to indemnify its directors and officers and to purchase insurance with respect
to liability arising out of their capacity or status as directors and officers,
provided that this provision shall not eliminate or limit the liability of a
director: (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) arising
under Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be titled under the corporation's
bylaws, any agreement, a vote of stockholders or otherwise.

                  The Registrant's certificate of incorporation provides for
indemnification of the Registrant's directors against, and absolution of,
liability to the Registrant and its stockholders to the fullest extent permitted
by the DGCL.

                  The Registrant's bylaws provide a right to indemnification for
judgments, fees, settlements and reasonable expenses, including attorney's fees,
actually and necessarily incurred by any director or officer arising out of the
performance of such director's or officer's duties for and on behalf of the
Registrant. The Registrant's bylaws also provide for the advancement of funds
found by the Board of Directors to be reasonably necessary and appropriate for
such director or officer to conduct his or her defense or appeal in such an
action or proceeding. The Registrant has purchased directors' and officers'
liability insurance covering liabilities that may be incurred by its directors
and officers in connection with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
<PAGE>   5
                  Not applicable.

ITEM 8.  EXHIBITS.

5        Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the legality of
         the Registrant's Common Stock.

23.1     Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the Opinion
         filed as Exhibit 5 hereto).

23.2     Consent of KPMG LLP, independent auditors.

24       Power of Attorney (set forth on the signature page hereof).

99.1     2000 Stock Option Plan.

ITEM 9.  UNDERTAKINGS.

(1) The Registrant hereby undertakes:

                  (a) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement; and

                           (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 (1)(a)(i) and (1)(a)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.

                  (b) 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.

                  (c) 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.
<PAGE>   6
(2) The Registrant hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the issuer's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at the time shall
be deemed to be the initial bona fide offering hereof.

(3) 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 above-mentioned 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.
<PAGE>   7
                                   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 and the State of New York, on this 2nd
day of August, 2001.

                                   HOTJOBS.COM, LTD.

                                   By: /s/ Dimitri J. Boylan
                                       -----------------------------------------
                                           Dimitri J. Boylan
                                           President and Chief Executive Officer
<PAGE>   8
                                POWER OF ATTORNEY

        Each person whose signature appears below hereby severally constitutes
and appoints Dimitri J. Boylan and Lowell W. Robinson and each of them acting
singly, as his or her true and lawful attorney-in-fact and agent, with full and
several power of substitution and resubstitution, to sign for him or her and in
his or her name, place and stead in any and all capacities indicated below, the
registration statement on Form S-8 filed herewith and any and all pre-effective
and post-effective amendments and supplements to the said registration
statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary fully to all intents and
purposes as he or she might or could do in person hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.

<TABLE>
<CAPTION>
       SIGNATURE                               TITLE                                   DATE
       ---------                               -----                                   ----
<S>                                      <C>                                           <C>
/s/ Dimitri J. Boylan                    President, Chief Executive Officer            July 31, 2001
----------------------                   (Principal Executive Officer) and
    Dimitri J. Boylan                    Director

/s/ Lowell W. Robinson                   Chief Financial Officer (Principal            July 31, 2001
----------------------                   Financial and Accounting Officer)
    Lowell W. Robinson

/s/ Richard S. Johnson                   Director                                      July 31, 2001
----------------------
    Richard S. Johnson

/s/ John A. Hawkins                      Director                                      July 31, 2001
----------------------
    John A. Hawkins

/s/ John G. Murray                       Director                                      July 31, 2001
----------------------
    John G. Murray

/s/ Robert H. McNabb                     Director                                      July 31, 2001
----------------------
    Robert H. McNabb

/s/ Kevin P. Ryan                        Director                                      July 31, 2001
----------------------
    Kevin P. Ryan

/s/ Phillip Guarascio                    Director                                      July 31, 2001
----------------------
    Phillip Guarascio
</TABLE>
<PAGE>   9
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                   Description
<S>               <C>
5                 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the
                  legality of the Registrant's Common Stock.

23.1              Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
                  the Opinion filed as Exhibit 5 hereto).

23.2              Consent of KPMG LLP, independent auditors.

25                Power of Attorney (set forth on the signature page hereof).

99.1              2000 Stock Option Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y51998s-8.txt", "description": "HOTJOBS.COM, LTD.", "secsgml_size_bytes": 19137}]
{"company-data": {"conformed-name": "HOTJOBS COM LTD", "cik": "0001087728", "assigned-sic": "7361", "irs-number": "133931821", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66576", "film-number": "1696206"}, "business-address": {"street1": "406 W 31ST ST", "street2": "9TH FL", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2126995300"}, "mail-address": {"street1": "24 WEST 40TH STREET 14TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
1
    As filed with the Securities and Exchange Commission on August 2, 2001.

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                HOTJOBS.COM, LTD.
               (Exact name of issuer as specified in its charter)

         Delaware                                                13-3931821
(State of Incorporation)                                      (I.R.S. Employer
                                                             Identification No.)

                         406 West 31st Street, 9th Floor
                            New York, New York 10001
                                 (212) 302-0060
          (Address and telephone number of principal executive offices)

                             2000 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Dimitri J. Boylan
                      President and Chief Executive Officer
                                HotJobs.com, Ltd.
                         406 West 31st Street, 9th Floor
                            New York, New York 10001
                                 (212) 302-0060
            (Name, address and telephone number of agent for service)

                                   Copies to:
                       Milbank, Tweed, Hadley & McCloy LLP
                            One Chase Manhattan Plaza
                            New York, New York 10005
                                 (212) 530-5000
                        Attention: Robert S. Reder, Esq.

                         CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered        Amount to be         Proposed Maximum Aggregate          Amount of
                                            Registered (1)            Offering Price (2)          Registration Fee
------------------------------------------------------------------------------------------------------------------
2000 Stock Option Plan
        ----------------------
Common Stock, par value $.01 per share         4,000,000                $36,716,745                $9,179,19

        Total Registration Fee:                                                                    $9,179.19
(1)  This Registration Statement covers all stock options issued under the
     listed plan and no additional options will be granted under such plan. This
     Registration Statement shall also cover any additional shares of Common
     Stock which become issuable under the listed plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the Registrant's receipt of consideration which results in
     an increase in the number of the outstanding shares of Registrant's Common
     Stock.
2
(2)  The proposed maximum aggregate offering price listed above has been
     determined pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended, and represents the sum of the aggregate exercise price of all
     options granted and unexercised to date under the Plan.
3
                                     PART I

ITEM 1.  PLAN INFORMATION

                  This Registration Statement relates to the registration of
4,000,000 shares of Common Stock, $.01 par value per share (the "Common Stock"),
of HOTJOBS.COM, LTD. (the "Registrant") awarded under the 2000 Stock Option Plan
(the "Plan"). Documents containing the information required by Part I of the
Registration Statement will be sent or given to participants in the Plans as
specified by Rule 428(b). Such documents are not filed with the Securities and
Exchange Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such Prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Secretary, HotJobs.com, Ltd., 406 West 31st Street,
9th Floor, New York, New York 10001 (telephone: 212-302-0060).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents which have been filed by the
Registrant with the Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as applicable, are incorporated by reference
herein and shall be deemed to be a part hereof:

                  1.       The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 2000.

                  2.       All other reports filed by the Registrant pursuant to
                           Section 13(a) and 15(d) of the Exchange Act.

                  3.       The description of the Registrant's Capital Stock
                           contained in the registration statement filed
                           pursuant to Section 12 of the Exchange Act, including
                           any amendment or report filed for the purpose of
                           updating such description.

All documents, filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
4
during which the offering made by this registration statement is in effect prior
to the filing with the Commission of the Registrant's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference in this registration statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.

                  Any statement contained in an Incorporated Document 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 other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

                  The Common Stock being registered hereunder has been
registered pursuant to Section 12 of the Exchange Act and a description of the
Common Stock is contained in the Exchange Act registration statement which has
been filed with the Commission.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware General Corporation Law ("DGCL")
makes provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors under certain
circumstances from liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Section 145 of the DGCL empowers a corporation
to indemnify its directors and officers and to purchase insurance with respect
to liability arising out of their capacity or status as directors and officers,
provided that this provision shall not eliminate or limit the liability of a
director: (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) arising
under Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be titled under the corporation's
bylaws, any agreement, a vote of stockholders or otherwise.

                  The Registrant's certificate of incorporation provides for
indemnification of the Registrant's directors against, and absolution of,
liability to the Registrant and its stockholders to the fullest extent permitted
by the DGCL.

                  The Registrant's bylaws provide a right to indemnification for
judgments, fees, settlements and reasonable expenses, including attorney's fees,
actually and necessarily incurred by any director or officer arising out of the
performance of such director's or officer's duties for and on behalf of the
Registrant. The Registrant's bylaws also provide for the advancement of funds
found by the Board of Directors to be reasonably necessary and appropriate for
such director or officer to conduct his or her defense or appeal in such an
action or proceeding. The Registrant has purchased directors' and officers'
liability insurance covering liabilities that may be incurred by its directors
and officers in connection with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
5
                  Not applicable.

ITEM 8.  EXHIBITS.

5        Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the legality of
         the Registrant's Common Stock.

23.1     Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the Opinion
         filed as Exhibit 5 hereto).

23.2     Consent of KPMG LLP, independent auditors.

24       Power of Attorney (set forth on the signature page hereof).

99.1     2000 Stock Option Plan.

ITEM 9.  UNDERTAKINGS.

(1) The Registrant hereby undertakes:

                  (a) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement; and

                           (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 (1)(a)(i) and (1)(a)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.

                  (b) 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.

                  (c) 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.
6
(2) The Registrant hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the issuer's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at the time shall
be deemed to be the initial bona fide offering hereof.

(3) 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 above-mentioned 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.
7
                                   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 and the State of New York, on this 2nd
day of August, 2001.

                                   HOTJOBS.COM, LTD.

                                   By: /s/ Dimitri J. Boylan
                                       -----------------------------------------
                                           Dimitri J. Boylan
                                           President and Chief Executive Officer
8
                                POWER OF ATTORNEY

        Each person whose signature appears below hereby severally constitutes
and appoints Dimitri J. Boylan and Lowell W. Robinson and each of them acting
singly, as his or her true and lawful attorney-in-fact and agent, with full and
several power of substitution and resubstitution, to sign for him or her and in
his or her name, place and stead in any and all capacities indicated below, the
registration statement on Form S-8 filed herewith and any and all pre-effective
and post-effective amendments and supplements to the said registration
statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary fully to all intents and
purposes as he or she might or could do in person hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
SIGNATURE                               TITLE                                   DATE
       ---------                               -----                                   ----
/s/ Dimitri J. Boylan                    President, Chief Executive Officer            July 31, 2001
----------------------                   (Principal Executive Officer) and
    Dimitri J. Boylan                    Director

/s/ Lowell W. Robinson                   Chief Financial Officer (Principal            July 31, 2001
----------------------                   Financial and Accounting Officer)
    Lowell W. Robinson

/s/ Richard S. Johnson                   Director                                      July 31, 2001
----------------------
    Richard S. Johnson

/s/ John A. Hawkins                      Director                                      July 31, 2001
----------------------
    John A. Hawkins

/s/ John G. Murray                       Director                                      July 31, 2001
----------------------
    John G. Murray

/s/ Robert H. McNabb                     Director                                      July 31, 2001
----------------------
    Robert H. McNabb

/s/ Kevin P. Ryan                        Director                                      July 31, 2001
----------------------
    Kevin P. Ryan

/s/ Phillip Guarascio                    Director                                      July 31, 2001
----------------------
    Phillip Guarascio
9
                                  EXHIBIT INDEX
Exhibit No.                   Description
5                 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the
                  legality of the Registrant's Common Stock.

23.1              Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
                  the Opinion filed as Exhibit 5 hereto).

23.2              Consent of KPMG LLP, independent auditors.

25                Power of Attorney (set forth on the signature page hereof).

99.1              2000 Stock Option Plan