<PAGE>



    As filed with the Securities and Exchange Commission on February 14, 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)

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

                   DOUBLECLICK INC. 1997 STOCK INCENTIVE PLAN
               DOUBLECLICK INC. 1999 EMPLOYEE STOCK PURCHASE 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 (2)  Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>               <C>                 <C>
DoubleClick Inc.
1997 Stock Incentive Plan
Common Stock, $0.001 par value               2,400,000           $13.82          $33,168,000.00       $8,292.00
----------------------------------------------------------------------------------------------------------------------
DoubleClick Inc.
1999 Employee Stock Purchase Plan
Common Stock, $0.001 par value                900,000            $13.82          $12,438,000.00       $3,109.50
----------------------------------------------------------------------------------------------------------------------
                                                                        Aggregate Registration Fee    $11,401.50
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the DoubleClick Inc.
     1997 Stock Incentive Plan and the DoubleClick Inc. 1999 Employee Stock
     Purchase 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 average of the high
     and low selling prices per share of the Registrant's Common Stock on
     February 12, 2001, as reported by the Nasdaq National Market.

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








<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Certain Documents by Reference

         On February 18, 2000, DoubleClick Inc. (the "Registrant") filed with
the Securities and Exchange Commission (the "SEC") a Registration Statement on
Form S-8 (File No. 333-30726) relating to 4,748,152 shares of Common Stock to be
offered and sold under the DoubleClick Inc. 1997 Stock Incentive Plan, and the
contents of such prior Registration Statement are incorporated into this
Registration Statement by reference.

         On November 9, 1999, the Registrant filed with the SEC a Registration
Statement on Form S-8 (File No. 333-90653) relating to 500,000 shares of Common
Stock to be offered and sold under the DoubleClick Inc. 1999 Employee Stock
Purchase Plan, and the contents of such prior Registration Statement are
incorporated into this Registration Statement by reference.

         DoubleClick Inc. also hereby incorporates by reference into this
Registration Statement the following documents previously filed with the SEC:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1999 filed with the SEC on February 17, 2000;

         (b)  The Registrant's Current Reports on Form 8-K filed with the SEC on
              November 10, 1999 (as amended by the Form 8-K/A filed on January
              10, 2000), December 8, 1999 (as amended by the Form 8-K/A filed on
              January 10, 2000), January 13, 2000 (as amended by the Form 8-K/A
              filed on March 10, 2000), January 27, 2000, February 16, 2000,
              March 17, 2000, June 26, 2000, August 10, 2000, September 27, 2000
              (as amended by the Form 8-K/A filed on November 20, 2000 and
              January 22, 2001), October 4, 2000, November 29, 2000, December
              22, 2000, February 2, 2001 and February 5, 2001;

         (c)  The Registrant's Quarterly Reports on Form 10-Q for the periods
              ending March 31, 2000, June 30, 2000 and September 30, 2000 filed
              with the SEC on May 12, 2000, August 11, 2000 and November 14,
              2000, respectively; and

         (d)  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 reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (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 into 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







<PAGE>


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 eliminated by this provision of the amended 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 or loyalty to the
Registrant, for acts or omissions which are found by a court of competent
jurisdiction to be 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 shall not eliminate or limit the liability of the director: (i)
for any breach of the director's duty of loyalty to the corporation 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.

         At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Registrant's amended and restated certificate of
incorporation. The Registrant is not aware of any threatened litigation or
proceeding that may result in a claim for such indemnification.








<PAGE>


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.

24          Power of Attorney is contained in this Registration Statement.

99.1        DoubleClick Inc. 1997 Stock Incentive Plan.

99.2        DoubleClick Inc. 1999 Employee Stock Purchase Plan. (Incorporated
            herein by reference to Exhibit 99.13 of Registrant's Registration
            Statement No. 333-90653 on Form S-8 which was filed with the SEC on
            November 9, 1999.)

</TABLE>

Item 9.  Undertakings

         A. The undersigned 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) shall 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 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
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 DoubleClick Inc. 1997 Stock Incentive Plan
and the DoubleClick Inc. 1999 Employee Stock Purchase 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.







<PAGE>


         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.







<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 14th day of
February, 2001.

                                       DOUBLECLICK INC.


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











<PAGE>

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned officers and directors of DoubleClick Inc., a
Delaware corporation, do hereby constitute and appoint Kevin P. Ryan and Stephen
R. Collins, the 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 determines may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or 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 any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         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                                 February 14, 2001
           Kevin J. O'Connor



         /s/ Kevin P. Ryan
---------------------------------------  Chief Executive Officer and Director                  February 14, 2001
           Kevin P. Ryan                 (principal executive officer)



        /s/ Stephen R. Collins
---------------------------------------  Chief Financial Officer (principal financial          February 14, 2001
          Stephen R. Collins             and accounting officer)



        /s/ Dwight A. Merriman
---------------------------------------  Director                                              February 14, 2001
          Dwight A. Merriman



          /s/ David N. Strohm
---------------------------------------  Director                                              February 14, 2001
            David N. Strohm



         /s/ Mark E. Nunnelley
---------------------------------------  Director                                              February 14, 2001
           Mark E. Nunnelley



         /s/ W. Grant Gregory
---------------------------------------  Director                                              February 14, 2001
           W. Grant Gregory


</TABLE>





<PAGE>

<TABLE>
<S>                                      <C>                                                   <C>


            /s/ Don Peppers
---------------------------------------  Director                                              February 14, 2001
              Don Peppers



         /s/ Thomas S. Murphy
---------------------------------------  Director                                              February 14, 2001
           Thomas S. Murphy



</TABLE>







<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             DoubleClick Inc. 1997 Stock Incentive Plan.

99.2             DoubleClick Inc. 1999 Employee Stock Purchase Plan.
                 (Incorporated herein by reference to Exhibit 99.13 of
                 Registrant's Registration Statement No. 333-90653 on Form S-8
                 which was filed with the SEC on November 9, 1999.)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "DOUBLECLICK INC. S-8", "secsgml_size_bytes": 22795}]
{"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": "333-55618", "film-number": "1545746"}, "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 February 14, 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)

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

                   DOUBLECLICK INC. 1997 STOCK INCENTIVE PLAN
               DOUBLECLICK INC. 1999 EMPLOYEE STOCK PURCHASE 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 (2)  Registration Fee
----------------------------------------------------------------------------------------------------------------------
DoubleClick Inc.
1997 Stock Incentive Plan
Common Stock, $0.001 par value               2,400,000           $13.82          $33,168,000.00       $8,292.00
----------------------------------------------------------------------------------------------------------------------
DoubleClick Inc.
1999 Employee Stock Purchase Plan
Common Stock, $0.001 par value                900,000            $13.82          $12,438,000.00       $3,109.50
----------------------------------------------------------------------------------------------------------------------
                                                                        Aggregate Registration Fee    $11,401.50
----------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the DoubleClick Inc.
     1997 Stock Incentive Plan and the DoubleClick Inc. 1999 Employee Stock
     Purchase 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 average of the high
     and low selling prices per share of the Registrant's Common Stock on
     February 12, 2001, as reported by the Nasdaq National Market.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         On February 18, 2000, DoubleClick Inc. (the "Registrant") filed with
the Securities and Exchange Commission (the "SEC") a Registration Statement on
Form S-8 (File No. 333-30726) relating to 4,748,152 shares of Common Stock to be
offered and sold under the DoubleClick Inc. 1997 Stock Incentive Plan, and the
contents of such prior Registration Statement are incorporated into this
Registration Statement by reference.

         On November 9, 1999, the Registrant filed with the SEC a Registration
Statement on Form S-8 (File No. 333-90653) relating to 500,000 shares of Common
Stock to be offered and sold under the DoubleClick Inc. 1999 Employee Stock
Purchase Plan, and the contents of such prior Registration Statement are
incorporated into this Registration Statement by reference.

         DoubleClick Inc. also hereby incorporates by reference into this
Registration Statement the following documents previously filed with the SEC:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1999 filed with the SEC on February 17, 2000;

         (b)  The Registrant's Current Reports on Form 8-K filed with the SEC on
              November 10, 1999 (as amended by the Form 8-K/A filed on January
              10, 2000), December 8, 1999 (as amended by the Form 8-K/A filed on
              January 10, 2000), January 13, 2000 (as amended by the Form 8-K/A
              filed on March 10, 2000), January 27, 2000, February 16, 2000,
              March 17, 2000, June 26, 2000, August 10, 2000, September 27, 2000
              (as amended by the Form 8-K/A filed on November 20, 2000 and
              January 22, 2001), October 4, 2000, November 29, 2000, December
              22, 2000, February 2, 2001 and February 5, 2001;

         (c)  The Registrant's Quarterly Reports on Form 10-Q for the periods
              ending March 31, 2000, June 30, 2000 and September 30, 2000 filed
              with the SEC on May 12, 2000, August 11, 2000 and November 14,
              2000, respectively; and

         (d)  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 reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (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 into 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 eliminated by this provision of the amended 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 or loyalty to the
Registrant, for acts or omissions which are found by a court of competent
jurisdiction to be 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 shall not eliminate or limit the liability of the director: (i)
for any breach of the director's duty of loyalty to the corporation 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.

         At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Registrant's amended and restated certificate of
incorporation. The Registrant is not aware of any threatened litigation or
proceeding that may result in a claim for such indemnification.
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.

24          Power of Attorney is contained in this Registration Statement.

99.1        DoubleClick Inc. 1997 Stock Incentive Plan.

99.2        DoubleClick Inc. 1999 Employee Stock Purchase Plan. (Incorporated
            herein by reference to Exhibit 99.13 of Registrant's Registration
            Statement No. 333-90653 on Form S-8 which was filed with the SEC on
            November 9, 1999.)
Item 9.  Undertakings

         A. The undersigned 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) shall 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 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
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 DoubleClick Inc. 1997 Stock Incentive Plan
and the DoubleClick Inc. 1999 Employee Stock Purchase 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.
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 14th day of
February, 2001.

                                       DOUBLECLICK INC.

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

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned officers and directors of DoubleClick Inc., a
Delaware corporation, do hereby constitute and appoint Kevin P. Ryan and Stephen
R. Collins, the 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 determines may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or 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 any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         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                                 February 14, 2001
           Kevin J. O'Connor

         /s/ Kevin P. Ryan
---------------------------------------  Chief Executive Officer and Director                  February 14, 2001
           Kevin P. Ryan                 (principal executive officer)

        /s/ Stephen R. Collins
---------------------------------------  Chief Financial Officer (principal financial          February 14, 2001
          Stephen R. Collins             and accounting officer)

        /s/ Dwight A. Merriman
---------------------------------------  Director                                              February 14, 2001
          Dwight A. Merriman

          /s/ David N. Strohm
---------------------------------------  Director                                              February 14, 2001
            David N. Strohm

         /s/ Mark E. Nunnelley
---------------------------------------  Director                                              February 14, 2001
           Mark E. Nunnelley

         /s/ W. Grant Gregory
---------------------------------------  Director                                              February 14, 2001
           W. Grant Gregory
/s/ Don Peppers
---------------------------------------  Director                                              February 14, 2001
              Don Peppers

         /s/ Thomas S. Murphy
---------------------------------------  Director                                              February 14, 2001
           Thomas S. Murphy
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             DoubleClick Inc. 1997 Stock Incentive Plan.

99.2             DoubleClick Inc. 1999 Employee Stock Purchase Plan.
                 (Incorporated herein by reference to Exhibit 99.13 of
                 Registrant's Registration Statement No. 333-90653 on Form S-8
                 which was filed with the SEC on November 9, 1999.)