Registration
                                                         Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                               Delaware 04-2911320
         (State of Incorporation) (IRS Employer Identification Number)

                      245 Winter Street, Waltham, MA 02154
                    (Address of Principal Executive Offices)

                                 (617) 890-1700
              (Registrant's telephone number, including area code)

                                 NETEGRITY, INC.
                                 1994 Stock Plan
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               l01 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                 Proposed Proposed
 Title of                             Maximum          Maximum
Securities          Amount           Offering         Aggregate      Amount of
  to be              to be            Price            Offering    Registration
Registered        Registered(l)      Per Share          Price         Fee(2)

Common Stock     313,000 shares       $1.70           $532,100        $161.24



                                      - 1 -

<PAGE>



(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement relates.

(2)      The registration fee has been calculated with respect to 313,000 shares
         registered  on the basis of the average of the high and low sale prices
         on the Nasdaq SmallCap Market on January 26, 1998.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  Post-Effective  Amendment  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 to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus  filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.


                                      - 2 -

<PAGE>



Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia,
Jr.,  who is a  stockholder  of  Hutchins,  Wheeler &  Dittmar,  A  Professional
Corporation, is the Secretary of the Company.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article V of the Amended By-Laws of the Company provides as follows:

                                    Article V
                                 INDEMNIFICATION

                  Section  5.1  Third  Party  Actions.   The  Corporation  shall
         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
         (other than an action by or in the right of the  Corporation) by reason
         of the fact that he is or was a Director, officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,   joint  venture,  trust  or  other  enterprise  (each  an
         "Indemnitee"), against expenses (including attorney's fees), judgments,
         fines and amounts paid in settlement  actually and reasonably  incurred
         by him in connection with such action, suit or proceeding.

                  Section  5.2  Derivative   Actions.   The  Corporation   shall
         indemnify  any person who was or is a party or is threatened to be made
         a party to any threatened, pending or completed action or suit by or in
         the right of the  Corporation  to  procure a  judgment  in its favor by
         reason of the fact that he is or was a Director,  officer,  employee or
         agent of the  Corporation,  or is or was  serving at the request of the
         Corporation  as a  director,  officer,  employee  or agent  of  another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against  expenses  (including  attorneys' fees) actually and reasonably
         incurred by him in  connection  with the defense or  settlement of such
         action or suit.

                  Section 5.3  Expenses.  To the extent that a Director, 
         officer, employee or agent of the Corporation has been successful 
         on the merits or otherwise in defense of any action,

                                      - 3 -

<PAGE>



         suit or  proceeding  referred to in Sections 5.1 and 5.2, or in defense
         of any claim, issue or matter therein,  he shall be indemnified against
         expenses  (including  attorneys' fees) actually and reasonably incurred
         by him in connection therewith.

                  Section 5.4  Authorization and Request for Indemnification.

                           (a) Any  indemnification  requested by the Indemnitee
                  under  Section 5.1 hereof shall be made no later than ten (10)
                  days after receipt of the written  request of the  Indemnitee,
                  unless  it shall  have  been  adjudicated  by a court of final
                  determination  that the  Indemnitee  did not act in good faith
                  and in a  manner  he  reasonably  believed  to be  in,  or not
                  opposed to, the best  interests of the  Corporation,  and with
                  respect  to  any  criminal   action  or  proceeding,   had  no
                  reasonable cause to believe his conduct was unlawful.

                           (b) Any  indemnification  requested by the Indemnitee
                  under  Section 5.2 hereof shall be made no later than ten (10)
                  days after receipt of the written  request of the  Indemnitee,
                  unless  it shall  have  been  adjudicated  by a court of final
                  determination  that the  Indemnitee  did not act in good faith
                  and in a  manner  he  reasonably  believed  to be  in,  or not
                  opposed  to,  the  best  interests  of  the  Corporation,  the
                  Indemnitee  shall have been  finally  adjudged to be liable to
                  the  Company  by a  court  of  competent  jurisdiction  due to
                  willful  misconduct of a culpable nature in the performance of
                  the  Indemnitee's  duty to the Corporation  unless and only to
                  the extent that any court in which such proceeding was brought
                  shall determine upon application that despite the adjudication
                  of  liability,  but in view of all  the  circumstances  of the
                  case,  such  person  is  fairly  and  reasonably  entitled  to
                  indemnity for such expenses as such court shall deem proper.

                  Section 5.5 Advance  Payment of  Expenses.  Subject to Section
         5.4 above, the Corporation  shall advance all expenses  incurred by the
         Indemnitee in connection with the investigation, defense, settlement or
         appeal  of any  proceeding  to which  the  Indemnitee  is a party or is
         threatened to be made a party by reason of the fact that the Indemnitee
         is or was an agent of the Corporation. The Indemnitee hereby undertakes
         to repay such  amounts  advanced  only if, and to the extent  that,  it
         shall  ultimately be determined  that the Indemnitee is not entitled to
         be  indemnified by the  Corporation.  The advances to be made hereunder
         shall be paid by the  Corporation  to or on  behalf  of the  Indemnitee
         within 30 days following  delivery of a written request therefor by the
         Indemnitee to the Corporation.

                  Section 5.6 Non-Exclusiveness. The indemnification provided by
         this  Article V shall not be deemed  exclusive  of any other  rights to
         which those seeking  indemnification  may be entitled under any by-law,
         agreement,   vote  of  stockholders  or   disinterested   Directors  or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be a

                                      - 4 -

<PAGE>



         Director,  officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person.

                  Section 5.7  Insurance.  The  Corporation  shall have power to
         purchase and maintain insurance on behalf of any person who is or was a
         Director,  officer, employee or agent of the Corporation,  or is or was
         serving  at the  request of the  Corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  such  liability  under the  provisions  of this
         Article V.

                  Section 5.8 Constituent  Corporations.  The Corporation  shall
         have power to indemnify  any person who is or was a director,  officer,
         employee  or  agent  of  a  constituent   corporation   absorbed  in  a
         consolidation  or merger with this  Corporation or is or was serving at
         the request of such  constituent  corporation  as a director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  in the same manner as hereinabove  provided
         for any person who is or was a Director,  officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership, joint venture, trust or other enterprise.

                  Section  5.9  Additional  Indemnification.  In addition to the
         foregoing  provisions of this Article V, the Corporation shall have the
         power,  to the full extent provided by law, to indemnify any person for
         any act or omission of such person against all loss,  cost,  damage and
         expense  (including  attorney's  fees) if such person is determined (in
         the  manner  prescribed  in Section  5.4  hereof) to have acted in good
         faith and in a manner he  reasonably  believed to be in, or not opposed
         to, the best interest of the Corporation.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number              Description

             4               1994 Stock Plan.

             5               Opinion of Hutchins, Wheeler & Dittmar, A 
                             Professional Corporation, as to legality of shares 
                             being registered and consent of Hutchins,
                             Wheeler & Dittmar, A Professional Corporation.


                                      - 5 -

<PAGE>



             23              Consents of Independent Public Accountants - 
                             included in Registration Statement under heading 
                             "Consent of Independent Public Accountants."

        Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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;

                      (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;

                     (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 paragraphs (a)(l)(i) and (a)(l)(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 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

                (3) 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.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where

                                      - 6 -

<PAGE>



applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference  in  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) The  undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  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 of 1933 and will be governed by the final adjudication of such issue.

                                      - 7 -

<PAGE>



                                   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 Waltham, Massachusetts on January 23, 1998.

                                               NETEGRITY, INC.


                                               By  /s/ Barry N. Bycoff
                                               Barry N. Bycoff
                                               Chief Executive Officer

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

    Signature                     Title                           Date

/s/ Barry N. Bycoff           Director, President             January 23, 1998
Barry N. Bycoff               and Chief Executive Officer
                              (principal executive officer)


/s/ Stephen L. Watson         Chairman of the Board          January 23, 1998
Stephen L. Watson             of Directors


/s/ James O'Connor, Jr.       Vice President and Chief       January 23, 1998
James O'Connor, Jr.           Financial Officer (principal
                              financial and accounting
                              officer)

/s/ Milton J. Pappas          Director                       January 23, 1998
Milton J. Pappas


/s/ Ralph B. Wagner           Director                       January 23, 1998
Ralph B. Wagner


/s/ Michael L. Mark           Director                       January 23, 1998
Michael L. Mark

/s/ Eric R. Giler             Director                       January 23, 1998
Eric R. Giler


                                      - 8 -

<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549







                                    EXHIBITS

                                       to

                                    FORM S-8






                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933









                                 NETEGRITY, INC.
             (Exact name of registrant as specified in its charter)









                                      - 9 -

<PAGE>
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Registration
                                                         Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                               Delaware 04-2911320
         (State of Incorporation) (IRS Employer Identification Number)

                      245 Winter Street, Waltham, MA 02154
                    (Address of Principal Executive Offices)

                                 (617) 890-1700
              (Registrant's telephone number, including area code)

                                 NETEGRITY, INC.
                                 1994 Stock Plan
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               l01 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                 Proposed Proposed
 Title of                             Maximum          Maximum
Securities          Amount           Offering         Aggregate      Amount of
  to be              to be            Price            Offering    Registration
Registered        Registered(l)      Per Share          Price         Fee(2)

Common Stock     313,000 shares       $1.70           $532,100        $161.24

                                      - 1 -
(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement relates.

(2)      The registration fee has been calculated with respect to 313,000 shares
         registered  on the basis of the average of the high and low sale prices
         on the Nasdaq SmallCap Market on January 26, 1998.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  Post-Effective  Amendment  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 to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus  filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.

                                      - 2 -
Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia,
Jr.,  who is a  stockholder  of  Hutchins,  Wheeler &  Dittmar,  A  Professional
Corporation, is the Secretary of the Company.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article V of the Amended By-Laws of the Company provides as follows:

                                    Article V
                                 INDEMNIFICATION

                  Section  5.1  Third  Party  Actions.   The  Corporation  shall
         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
         (other than an action by or in the right of the  Corporation) by reason
         of the fact that he is or was a Director, officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,   joint  venture,  trust  or  other  enterprise  (each  an
         "Indemnitee"), against expenses (including attorney's fees), judgments,
         fines and amounts paid in settlement  actually and reasonably  incurred
         by him in connection with such action, suit or proceeding.

                  Section  5.2  Derivative   Actions.   The  Corporation   shall
         indemnify  any person who was or is a party or is threatened to be made
         a party to any threatened, pending or completed action or suit by or in
         the right of the  Corporation  to  procure a  judgment  in its favor by
         reason of the fact that he is or was a Director,  officer,  employee or
         agent of the  Corporation,  or is or was  serving at the request of the
         Corporation  as a  director,  officer,  employee  or agent  of  another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against  expenses  (including  attorneys' fees) actually and reasonably
         incurred by him in  connection  with the defense or  settlement of such
         action or suit.

                  Section 5.3  Expenses.  To the extent that a Director, 
         officer, employee or agent of the Corporation has been successful 
         on the merits or otherwise in defense of any action,

                                      - 3 -
suit or  proceeding  referred to in Sections 5.1 and 5.2, or in defense
         of any claim, issue or matter therein,  he shall be indemnified against
         expenses  (including  attorneys' fees) actually and reasonably incurred
         by him in connection therewith.

                  Section 5.4  Authorization and Request for Indemnification.

                           (a) Any  indemnification  requested by the Indemnitee
                  under  Section 5.1 hereof shall be made no later than ten (10)
                  days after receipt of the written  request of the  Indemnitee,
                  unless  it shall  have  been  adjudicated  by a court of final
                  determination  that the  Indemnitee  did not act in good faith
                  and in a  manner  he  reasonably  believed  to be  in,  or not
                  opposed to, the best  interests of the  Corporation,  and with
                  respect  to  any  criminal   action  or  proceeding,   had  no
                  reasonable cause to believe his conduct was unlawful.

                           (b) Any  indemnification  requested by the Indemnitee
                  under  Section 5.2 hereof shall be made no later than ten (10)
                  days after receipt of the written  request of the  Indemnitee,
                  unless  it shall  have  been  adjudicated  by a court of final
                  determination  that the  Indemnitee  did not act in good faith
                  and in a  manner  he  reasonably  believed  to be  in,  or not
                  opposed  to,  the  best  interests  of  the  Corporation,  the
                  Indemnitee  shall have been  finally  adjudged to be liable to
                  the  Company  by a  court  of  competent  jurisdiction  due to
                  willful  misconduct of a culpable nature in the performance of
                  the  Indemnitee's  duty to the Corporation  unless and only to
                  the extent that any court in which such proceeding was brought
                  shall determine upon application that despite the adjudication
                  of  liability,  but in view of all  the  circumstances  of the
                  case,  such  person  is  fairly  and  reasonably  entitled  to
                  indemnity for such expenses as such court shall deem proper.

                  Section 5.5 Advance  Payment of  Expenses.  Subject to Section
         5.4 above, the Corporation  shall advance all expenses  incurred by the
         Indemnitee in connection with the investigation, defense, settlement or
         appeal  of any  proceeding  to which  the  Indemnitee  is a party or is
         threatened to be made a party by reason of the fact that the Indemnitee
         is or was an agent of the Corporation. The Indemnitee hereby undertakes
         to repay such  amounts  advanced  only if, and to the extent  that,  it
         shall  ultimately be determined  that the Indemnitee is not entitled to
         be  indemnified by the  Corporation.  The advances to be made hereunder
         shall be paid by the  Corporation  to or on  behalf  of the  Indemnitee
         within 30 days following  delivery of a written request therefor by the
         Indemnitee to the Corporation.

                  Section 5.6 Non-Exclusiveness. The indemnification provided by
         this  Article V shall not be deemed  exclusive  of any other  rights to
         which those seeking  indemnification  may be entitled under any by-law,
         agreement,   vote  of  stockholders  or   disinterested   Directors  or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be a

                                      - 4 -
Director,  officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person.

                  Section 5.7  Insurance.  The  Corporation  shall have power to
         purchase and maintain insurance on behalf of any person who is or was a
         Director,  officer, employee or agent of the Corporation,  or is or was
         serving  at the  request of the  Corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  such  liability  under the  provisions  of this
         Article V.

                  Section 5.8 Constituent  Corporations.  The Corporation  shall
         have power to indemnify  any person who is or was a director,  officer,
         employee  or  agent  of  a  constituent   corporation   absorbed  in  a
         consolidation  or merger with this  Corporation or is or was serving at
         the request of such  constituent  corporation  as a director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  in the same manner as hereinabove  provided
         for any person who is or was a Director,  officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership, joint venture, trust or other enterprise.

                  Section  5.9  Additional  Indemnification.  In addition to the
         foregoing  provisions of this Article V, the Corporation shall have the
         power,  to the full extent provided by law, to indemnify any person for
         any act or omission of such person against all loss,  cost,  damage and
         expense  (including  attorney's  fees) if such person is determined (in
         the  manner  prescribed  in Section  5.4  hereof) to have acted in good
         faith and in a manner he  reasonably  believed to be in, or not opposed
         to, the best interest of the Corporation.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number              Description

             4               1994 Stock Plan.

             5               Opinion of Hutchins, Wheeler & Dittmar, A 
                             Professional Corporation, as to legality of shares 
                             being registered and consent of Hutchins,
                             Wheeler & Dittmar, A Professional Corporation.

                                      - 5 -
23              Consents of Independent Public Accountants - 
                             included in Registration Statement under heading 
                             "Consent of Independent Public Accountants."

        Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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;

                      (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;

                     (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 paragraphs (a)(l)(i) and (a)(l)(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 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

                (3) 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.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where

                                      - 6 -
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference  in  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) The  undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  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 of 1933 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 Waltham, Massachusetts on January 23, 1998.

                                               NETEGRITY, INC.

                                               By  /s/ Barry N. Bycoff
                                               Barry N. Bycoff
                                               Chief Executive Officer

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

    Signature                     Title                           Date

/s/ Barry N. Bycoff           Director, President             January 23, 1998
Barry N. Bycoff               and Chief Executive Officer
                              (principal executive officer)

/s/ Stephen L. Watson         Chairman of the Board          January 23, 1998
Stephen L. Watson             of Directors

/s/ James O'Connor, Jr.       Vice President and Chief       January 23, 1998
James O'Connor, Jr.           Financial Officer (principal
                              financial and accounting
                              officer)

/s/ Milton J. Pappas          Director                       January 23, 1998
Milton J. Pappas

/s/ Ralph B. Wagner           Director                       January 23, 1998
Ralph B. Wagner

/s/ Michael L. Mark           Director                       January 23, 1998
Michael L. Mark

/s/ Eric R. Giler             Director                       January 23, 1998
Eric R. Giler

                                      - 8 -
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                 NETEGRITY, INC.
             (Exact name of registrant as specified in its charter)

                                      - 9 -