<PAGE>


      As filed with the Securities and Exchange Commission on May 11, 2001
                                              Registration No. 333-_____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                           --------------------------

                                DOUBLECLICK INC.
               (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                    <C>
               Delaware                            13-3870996
   (State or other jurisdiction         (IRS Employer Identification No.)
 of incorporation or organization)
</TABLE>

                              450 West 33rd Street
                            New York, New York 10001
               (Address of principal executive offices) (Zip Code)

                           --------------------------

                      FloNetwork Inc. Share Incentive Plan

                            (Full title of the plans)

                           --------------------------

                                  Kevin P. Ryan
                             Chief Executive Officer
                                DoubleClick Inc.
                              450 West 33rd Street
                            New York, New York 10001
                     (Name and address of agent for service)
                                 (212) 683-0001
          (Telephone number, including area code, of agent for service)

                           --------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                            Amount to be      Offering Price        Aggregate           Amount of
 Title of Securities to be Registered      Registered (1)      per Share(2)       Offering Price    Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                 <C>               <C>
FloNetwork Inc. Share Incentive Plan
Common Stock, no par value                    422,800             $12.81            $5,416,068           $1,355
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This Registration Statement shall also cover any additional shares of the
    Registrant's Common Stock which become issuable under the FloNetwork Inc.
    Share Incentive 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 Registrant's outstanding shares of Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the weighted average
    exercise price of the outstanding options.

================================================================================







<PAGE>


                                     PART II
               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

         DoubleClick Inc. (the "Registrant") hereby incorporates by reference in
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 2000, filed with the SEC on March 13, 2001;

         (b) The Registrant's Current Report on Form 8-K filed with the SEC on
             March 22, 2001; and

         (c) The Registrant's Registration Statement No. 000-23709 on Form 8-A
             filed with the SEC on February 2, 1998 and amended on February 9,
             1998 and December 1, 1998, in which there is described the terms,
             rights and provisions applicable to the Registrant's outstanding
             Common Stock.

         All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein 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 Capital Stock

         Inapplicable.

Item 5. Interests of Named Experts and Counsel

         Inapplicable.

Item 6. Indemnification of Directors and Officers

         The amended and restated certificate of incorporation of the Registrant
provides that, except to the extent prohibited by the Delaware General
Corporation Law (the "DGCL"), no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty as a director. Under the DGCL, the directors have a fiduciary
duty to the Registrant which is not eliminated by this provision of the amended



                                   II-1






<PAGE>


and restated certificate of incorporation and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of nonmonetary relief will
remain available. In addition, each director will continue to be subject to
liability under the DGCL for breach of the director's duty of loyalty to the
Registrant, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violation of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by the DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the federal securities laws or state or federal environmental laws. The
Registrant has obtained liability insurance for its officers and directors.

         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 does not eliminate or limit the liability of the director: (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) 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 entitled under a corporation's
certificate of incorporation or bylaws, any agreement, a vote of stockholders or
otherwise. The Registrant's amended and restated certificate of incorporation
eliminates the personal liability of directors to the fullest extent permitted
by the DGCL and provides that the Registrant shall fully indemnify any person
who was or is a party or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person is or
was a director or officer of the Registrant, or is or was serving at the request
of the Registrant as a director or officer of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.

Item 7. Exemption from Registration Claimed

         Inapplicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit
Number     Exhibit
-------    -------
<S>        <C>
4          Instruments Defining Rights of Stockholders. Reference is made to
           Registrant's Registration Statement No. 000-23709 on Form 8-A, and
           the exhibits thereto, which are incorporated herein by reference
           pursuant to Item 3(d) of this Registration Statement.
5          Opinion of Brobeck, Phleger & Harrison LLP.
23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
23.3       Consent of KPMG LLP, Independent Auditors.
</TABLE>




                                   II-2







<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number     Exhibit
-------    -------
<S>        <C>
24         Power of Attorney is contained in this Registration Statement.
99.1       FloNetwork Inc. Share Incentive Plan.
99.2       Form of Assumption Agreement.
</TABLE>

Item 9.  Undertakings

         A. The Registrant hereby undertakes: (1) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement; (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this 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 this Registration Statement, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(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 with or furnished to the SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold upon the termination of the FloNetwork Inc. Share Incentive Plan.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference
into this Registration Statement 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. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.





                                   II-3







<PAGE>


                                   SIGNATURES

Registrant.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 11th day
of May, 2001.

                                      DoubleClick Inc.


                                       By: /s/ Kevin P. Ryan
                                           -------------------------------------
                                           Kevin P. Ryan
                                           Chief Executive Officer and Director






                                   II-4








<PAGE>


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of DoubleClick Inc., a
Delaware corporation, hereby severally constitute and appoint Kevin P. Ryan and
Stephen R. Collins, and each of them individually, with full powers of
substitution and resubstitution, our true and lawful attorneys and agents, with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents determine may be necessary,
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
either of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signatures                                      Title                            Date
---------------------------------------   ------------------------------------             ------------
<S>                                     <C>                                             <C>
         /s/ Kevin J. O'Connor           Chairman of the Board                             May 11, 2001
---------------------------------------
           Kevin J. O'Connor

          /s/ Kevin P. Ryan              Chief Executive Officer and Director              May 11, 2001
---------------------------------------
             Kevin P. Ryan

        /s/ Dwight A. Merriman           Director                                          May 11, 2001
---------------------------------------
          Dwight A. Merriman

          /s/ David N. Strohm            Director                                          May 11, 2001
---------------------------------------
            David N. Strohm

         /s/ Mark E. Nunnelley           Director                                          May 11, 2001
---------------------------------------
           Mark E. Nunnelley

         /s/ W. Grant Gregory            Director                                          May 11, 2001
---------------------------------------
           W. Grant Gregory

            /s/ Don Peppers              Director                                          May 11, 2001
---------------------------------------
              Don Peppers

         /s/ Thomas S. Murphy            Director                                          May 11, 2001
---------------------------------------
           Thomas S. Murphy

        /s/ Stephen R. Collins           Chief Financial Officer (principal                May 11, 2001
---------------------------------------  financial officer)
          Stephen R. Collins

          /s/ Thomas Etergino            Vice President, Corporate Finance                 May 11, 2001
---------------------------------------  (principal accounting officer)
            Thomas Etergino
</TABLE>




                                   II-5







<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                DOUBLECLICK INC.







<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number     Exhibit
------     --------
<S>        <C>
4          Instruments Defining Rights of Stockholders. Reference is made to
           Registrant's Registration Statement No. 000-23709 on Form 8-A, and
           the exhibits thereto, which are incorporated herein by reference
           pursuant to Item 3(d) of this Registration Statement.
5          Opinion of Brobeck, Phleger & Harrison LLP.
23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
23.3       Consent of KPMG LLP, Independent Auditors.
24         Power of Attorney is contained in this Registration Statement.
99.1       FloNetwork Inc. Share Incentive Plan.
99.2       Form of Assumption Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a29654.txt", "description": "DOUBLECLICK, INC", "secsgml_size_bytes": 19421}]
{"company-data": {"conformed-name": "DOUBLECLICK INC", "cik": "0001049480", "assigned-sic": "7310", "irs-number": "133870996", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60746", "film-number": "1630535"}, "business-address": {"street1": "450 W 33RD ST", "street2": "16TH FL", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2126830001"}, "mail-address": {"street1": "450 W 33RD ST", "street2": "16TH FL", "city": "NEW YORK", "state": "NY", "zip": "10001"}}
As filed with the Securities and Exchange Commission on May 11, 2001
                                              Registration No. 333-_____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                           --------------------------

                                DOUBLECLICK INC.
               (Exact name of issuer as specified in its charter)
Delaware                            13-3870996
   (State or other jurisdiction         (IRS Employer Identification No.)
 of incorporation or organization)
450 West 33rd Street
                            New York, New York 10001
               (Address of principal executive offices) (Zip Code)

                           --------------------------

                      FloNetwork Inc. Share Incentive Plan

                            (Full title of the plans)

                           --------------------------

                                  Kevin P. Ryan
                             Chief Executive Officer
                                DoubleClick Inc.
                              450 West 33rd Street
                            New York, New York 10001
                     (Name and address of agent for service)
                                 (212) 683-0001
          (Telephone number, including area code, of agent for service)

                           --------------------------

                         CALCULATION OF REGISTRATION FEE
Amount to be      Offering Price        Aggregate           Amount of
 Title of Securities to be Registered      Registered (1)      per Share(2)       Offering Price    Registration Fee
---------------------------------------------------------------------------------------------------------------------
FloNetwork Inc. Share Incentive Plan
Common Stock, no par value                    422,800             $12.81            $5,416,068           $1,355
---------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of the
    Registrant's Common Stock which become issuable under the FloNetwork Inc.
    Share Incentive 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 Registrant's outstanding shares of Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the weighted average
    exercise price of the outstanding options.

================================================================================
PART II
               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

         DoubleClick Inc. (the "Registrant") hereby incorporates by reference in
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 2000, filed with the SEC on March 13, 2001;

         (b) The Registrant's Current Report on Form 8-K filed with the SEC on
             March 22, 2001; and

         (c) The Registrant's Registration Statement No. 000-23709 on Form 8-A
             filed with the SEC on February 2, 1998 and amended on February 9,
             1998 and December 1, 1998, in which there is described the terms,
             rights and provisions applicable to the Registrant's outstanding
             Common Stock.

         All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein 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 Capital Stock

         Inapplicable.

Item 5. Interests of Named Experts and Counsel

         Inapplicable.

Item 6. Indemnification of Directors and Officers

         The amended and restated certificate of incorporation of the Registrant
provides that, except to the extent prohibited by the Delaware General
Corporation Law (the "DGCL"), no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty as a director. Under the DGCL, the directors have a fiduciary
duty to the Registrant which is not eliminated by this provision of the amended

                                   II-1
and restated certificate of incorporation and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of nonmonetary relief will
remain available. In addition, each director will continue to be subject to
liability under the DGCL for breach of the director's duty of loyalty to the
Registrant, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violation of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by the DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the federal securities laws or state or federal environmental laws. The
Registrant has obtained liability insurance for its officers and directors.

         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 does not eliminate or limit the liability of the director: (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) 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 entitled under a corporation's
certificate of incorporation or bylaws, any agreement, a vote of stockholders or
otherwise. The Registrant's amended and restated certificate of incorporation
eliminates the personal liability of directors to the fullest extent permitted
by the DGCL and provides that the Registrant shall fully indemnify any person
who was or is a party or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person is or
was a director or officer of the Registrant, or is or was serving at the request
of the Registrant as a director or officer of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.

Item 7. Exemption from Registration Claimed

         Inapplicable.

Item 8. Exhibits
Exhibit
Number     Exhibit
-------    -------
4          Instruments Defining Rights of Stockholders. Reference is made to
           Registrant's Registration Statement No. 000-23709 on Form 8-A, and
           the exhibits thereto, which are incorporated herein by reference
           pursuant to Item 3(d) of this Registration Statement.
5          Opinion of Brobeck, Phleger & Harrison LLP.
23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
23.3       Consent of KPMG LLP, Independent Auditors.
II-2
Exhibit
Number     Exhibit
-------    -------
24         Power of Attorney is contained in this Registration Statement.
99.1       FloNetwork Inc. Share Incentive Plan.
99.2       Form of Assumption Agreement.
Item 9.  Undertakings

         A. The Registrant hereby undertakes: (1) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement; (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this 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 this Registration Statement, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(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 with or furnished to the SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold upon the termination of the FloNetwork Inc. Share Incentive Plan.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference
into this Registration Statement 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. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                   II-3
SIGNATURES

Registrant.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 11th day
of May, 2001.

                                      DoubleClick Inc.

                                       By: /s/ Kevin P. Ryan
                                           -------------------------------------
                                           Kevin P. Ryan
                                           Chief Executive Officer and Director

                                   II-4
POWER OF ATTORNEY

         We, the undersigned officers and directors of DoubleClick Inc., a
Delaware corporation, hereby severally constitute and appoint Kevin P. Ryan and
Stephen R. Collins, and each of them individually, with full powers of
substitution and resubstitution, our true and lawful attorneys and agents, with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents determine may be necessary,
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
either of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures                                      Title                            Date
---------------------------------------   ------------------------------------             ------------
/s/ Kevin J. O'Connor           Chairman of the Board                             May 11, 2001
---------------------------------------
           Kevin J. O'Connor

          /s/ Kevin P. Ryan              Chief Executive Officer and Director              May 11, 2001
---------------------------------------
             Kevin P. Ryan

        /s/ Dwight A. Merriman           Director                                          May 11, 2001
---------------------------------------
          Dwight A. Merriman

          /s/ David N. Strohm            Director                                          May 11, 2001
---------------------------------------
            David N. Strohm

         /s/ Mark E. Nunnelley           Director                                          May 11, 2001
---------------------------------------
           Mark E. Nunnelley

         /s/ W. Grant Gregory            Director                                          May 11, 2001
---------------------------------------
           W. Grant Gregory

            /s/ Don Peppers              Director                                          May 11, 2001
---------------------------------------
              Don Peppers

         /s/ Thomas S. Murphy            Director                                          May 11, 2001
---------------------------------------
           Thomas S. Murphy

        /s/ Stephen R. Collins           Chief Financial Officer (principal                May 11, 2001
---------------------------------------  financial officer)
          Stephen R. Collins

          /s/ Thomas Etergino            Vice President, Corporate Finance                 May 11, 2001
---------------------------------------  (principal accounting officer)
            Thomas Etergino
II-5
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                DOUBLECLICK INC.
EXHIBIT INDEX
Exhibit
Number     Exhibit
------     --------
4          Instruments Defining Rights of Stockholders. Reference is made to
           Registrant's Registration Statement No. 000-23709 on Form 8-A, and
           the exhibits thereto, which are incorporated herein by reference
           pursuant to Item 3(d) of this Registration Statement.
5          Opinion of Brobeck, Phleger & Harrison LLP.
23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
23.3       Consent of KPMG LLP, Independent Auditors.
24         Power of Attorney is contained in this Registration Statement.
99.1       FloNetwork Inc. Share Incentive Plan.
99.2       Form of Assumption Agreement.