<PAGE>

   As filed with the Securities and Exchange Commission on December 6, 1999
                                              Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              --------------------
                                 HOOVER'S, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                               74-2559474
      (State or other jurisdiction
   of incorporation or organization)      (I.R.S. Employer Identification No.)

                        1033 LA POSADA DRIVE, SUITE #250
                                AUSTIN, TX 78752
               (Address of principal executive offices) (Zip Code)

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

                                 HOOVER'S, INC.
                            1999 STOCK INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                PATRICK J. SPAIN
          CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD
                                 HOOVER'S, INC.
                1033 LA POSADA DRIVE, SUITE #250, AUSTIN, TX 78752
                     (Name and address of agent for service)
                                 (512) 374-4500
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                            PROPOSED MAXIMUM
                                           AMOUNT TO BE     PROPOSED MAXIMUM OFFERING      AGGREGATE OFFERING         AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)         PRICE PER SHARE                 PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                            <C>                    <C>
1999 Stock Incentive Plan
-------------------------
Common Stock, $0.01 par value            2,979,645 shares           $10.625                   $31,658,729             $8,358
----------------------------------------------------------------------------------------------------------------------------------

1999 Employee Stock Purchase Plan
---------------------------------
Common Stock $0.01 par value              150,000 shares            $10.625                    $1,593,750               $421
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
                                                                                          Aggregate Registration Fee: $8,779
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Hoover's, Inc. 1999 Stock
     Incentive Plan and 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 outstanding shares of Registrant's 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 Registrant's Common Stock on
     December 6, 1999, as reported by the Nasdaq National Market.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Hoover's, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's Prospectus pursuant to Rule 424(b)
                  promulgated under the Securities Act of 1933, as amended,
                  filed with the SEC on July 21, 1999, in connection with the
                  Registrant's Registration Statement No. 333-78109, in which
                  there is set forth the audited financial statements for the
                  Registrant's fiscal year ended March 31, 1999;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1999, filed with the SEC on
                  November 15, 1999.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1999, filed with the SEC on August 17,
                  1999, and

         (d)      The Registrant's Registration Statement No. 000-26097 on Form
                  8-A12G filed with the SEC on May 14, 1999, 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, 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 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 SECURITIES

         Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of Registrant may
and, in certain cases, must be indemnified by Registrant against, in the case of
a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses(including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Registrant. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to Registrant, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.


                                      II-1
<PAGE>

         Section 14 of Registrant's certificate of incorporation, as amended,
provides that no director of Registrant shall be liable to Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by the DGCL.

         Section 14 of Registrant's certificate of incorporation, as amended,
also provides that Registrant shall indemnify to the fullest extent permitted by
Delaware law any and all of its directors and officers, or former directors and
officers, or any person who may have served at Registrant's request as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise.

         The Registrant has entered into indemnification agreements with each
director, pursuant to which the Registrant is obligated, to the extent permitted
by applicable law, to indemnify such directors against all expenses, judgments,
fines and penalties incurred in connection with the defense or settlement of any
actions brought against them by reason of the fact that they were directors or
assumed certain responsibilities at the direction of the Registrant. The
Registrant also purchased directors and officers liability insurance in order to
limit its exposure to liability for indemnification of directors and officers.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

Number                     Exhibit
------                     -------

4                          Instruments Defining Rights of Stockholders.
                           Reference is made to Registrant's Registration
                           Statements No. 000-26097 on form 8-A12G which is
                           incorporated herein by reference pursuant to Item
                           3(c).
5                          Opinion and consent of Brobeck, Phleger & Harrison
                           LLP.
23.1                       Consent of Ernst & Young LLP, Independent
                           Accountants.
23.2                       Consent of Brobeck, Phleger & Harrison LLP is
                           contained in Exhibit 5.
24                         Power of Attorney. Reference is made to page II-4 of
                           this Registration Statement.
99.1                       Hoover's, Inc. 1999 Stock Incentive Plan.
99.2                       Hoover's, Inc. 1999 Employee Stock Purchase Plan.


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 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 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 at the termination of the Hoover's, Inc.
1999 Stock Incentive Plan and 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 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.


                                      II-2

<PAGE>

         C.       Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, 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

         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 Austin, State of Texas on this sixth day of
December, 1999.

                                      HOOVER'S, INC.


                                      By:  /s/ Patrick J. Spain
                                          -------------------------------------
                                          Patrick J. Spain
                                          Chief Executive Officer and President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of Hoover's, Inc., a Delaware
corporation, do hereby constitute and appoint Patrick J. Spain and Lynn Atchison
and each of them, the lawful attorneys-in-fact 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, and any one of them, determine 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 that all said
attorneys and agents, or any one 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>
Signature                               Title                                      Date
---------                               -----                                      ----
<S>                                     <C>                                        <C>
                                        Chief Executive Officer, President and
/s/ Patrick J. Spain                    Chairman of the Board of Directors             December 6, 1999
-------------------------------         (Principal Executive Officer))
Patrick J. Spain

                                        Senior Vice President, Finance and
/s/ Lynn Atchison                       Chief Financial Officer (Principal             December 6, 1999
-------------------------------         Financial and Accounting Officer)
Lynn Atchison


/s/ William S. Berkley                  Director                                       December 6,1999
-------------------------------
William S. Berkley


                                      II-4

<PAGE>


/s/ Steven B. Fink                      Director                                       December 6, 1999
-------------------------------
Steven B. Fink


/s/ Alan Chai                           Director                                       December 6, 1999
-------------------------------
Alan Chai


/s/ Thomas J. Hillman                   Director                                       December 6, 1999
-------------------------------
Thomas J. Hillman


/s/ Gary E. Hoover                      Director                                       December 6, 1999
-------------------------------
Gary E. Hoover


/s/ Laurence J. Kirshbaum               Director                                       December 6, 1999
-------------------------------
Laurence J. Kirshbaum


/s/ Stephen R. Zacharias                Director                                       December 6, 1999
-------------------------------
Stephen R. Zacharias
</TABLE>


                                      II-5

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Number            Exhibit
------            -------
<S>               <C>
4                 Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statements No. 000-26097 on form
                  8-A12G which is incorporated herein by reference pursuant to
                  Item 3(c).
5                 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1              Consent of Ernst & Young LLP, Independent Accountants.
23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
24                Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
99.1              Hoover's, Inc. 1999 Stock Incentive Plan.
99.2              Hoover's, Inc. 1999 Employee Stock Purchase Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20039}]
{"company-data": {"conformed-name": "HOOVERS INC", "cik": "0001036584", "assigned-sic": "7389", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92189", "film-number": "99769638"}, "business-address": {"street1": "1033 LA POSADA DRIVE", "street2": "SUITE 250", "city": "AUSTIN", "state": "TX", "zip": "78758", "phone": "5123744500"}, "mail-address": {"street1": "1033 LA POSADA DRIVE", "street2": "SUITE 250", "city": "AUSTIN", "state": "TX", "zip": "78758"}}
As filed with the Securities and Exchange Commission on December 6, 1999
                                              Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              --------------------
                                 HOOVER'S, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                               74-2559474
      (State or other jurisdiction
   of incorporation or organization)      (I.R.S. Employer Identification No.)

                        1033 LA POSADA DRIVE, SUITE #250
                                AUSTIN, TX 78752
               (Address of principal executive offices) (Zip Code)

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

                                 HOOVER'S, INC.
                            1999 STOCK INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                PATRICK J. SPAIN
          CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD
                                 HOOVER'S, INC.
                1033 LA POSADA DRIVE, SUITE #250, AUSTIN, TX 78752
                     (Name and address of agent for service)
                                 (512) 374-4500
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
                                                                                            PROPOSED MAXIMUM
                                           AMOUNT TO BE     PROPOSED MAXIMUM OFFERING      AGGREGATE OFFERING         AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)         PRICE PER SHARE                 PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
1999 Stock Incentive Plan
-------------------------
Common Stock, $0.01 par value            2,979,645 shares           $10.625                   $31,658,729             $8,358
----------------------------------------------------------------------------------------------------------------------------------

1999 Employee Stock Purchase Plan
---------------------------------
Common Stock $0.01 par value              150,000 shares            $10.625                    $1,593,750               $421
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
                                                                                          Aggregate Registration Fee: $8,779
----------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Hoover's, Inc. 1999 Stock
     Incentive Plan and 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 outstanding shares of Registrant's 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 Registrant's Common Stock on
     December 6, 1999, as reported by the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Hoover's, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's Prospectus pursuant to Rule 424(b)
                  promulgated under the Securities Act of 1933, as amended,
                  filed with the SEC on July 21, 1999, in connection with the
                  Registrant's Registration Statement No. 333-78109, in which
                  there is set forth the audited financial statements for the
                  Registrant's fiscal year ended March 31, 1999;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1999, filed with the SEC on
                  November 15, 1999.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1999, filed with the SEC on August 17,
                  1999, and

         (d)      The Registrant's Registration Statement No. 000-26097 on Form
                  8-A12G filed with the SEC on May 14, 1999, 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, 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 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 SECURITIES

         Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of Registrant may
and, in certain cases, must be indemnified by Registrant against, in the case of
a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses(including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Registrant. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to Registrant, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

                                      II-1
Section 14 of Registrant's certificate of incorporation, as amended,
provides that no director of Registrant shall be liable to Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by the DGCL.

         Section 14 of Registrant's certificate of incorporation, as amended,
also provides that Registrant shall indemnify to the fullest extent permitted by
Delaware law any and all of its directors and officers, or former directors and
officers, or any person who may have served at Registrant's request as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise.

         The Registrant has entered into indemnification agreements with each
director, pursuant to which the Registrant is obligated, to the extent permitted
by applicable law, to indemnify such directors against all expenses, judgments,
fines and penalties incurred in connection with the defense or settlement of any
actions brought against them by reason of the fact that they were directors or
assumed certain responsibilities at the direction of the Registrant. The
Registrant also purchased directors and officers liability insurance in order to
limit its exposure to liability for indemnification of directors and officers.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

Number                     Exhibit
------                     -------

4                          Instruments Defining Rights of Stockholders.
                           Reference is made to Registrant's Registration
                           Statements No. 000-26097 on form 8-A12G which is
                           incorporated herein by reference pursuant to Item
                           3(c).
5                          Opinion and consent of Brobeck, Phleger & Harrison
                           LLP.
23.1                       Consent of Ernst & Young LLP, Independent
                           Accountants.
23.2                       Consent of Brobeck, Phleger & Harrison LLP is
                           contained in Exhibit 5.
24                         Power of Attorney. Reference is made to page II-4 of
                           this Registration Statement.
99.1                       Hoover's, Inc. 1999 Stock Incentive Plan.
99.2                       Hoover's, Inc. 1999 Employee Stock Purchase Plan.

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 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 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 at the termination of the Hoover's, Inc.
1999 Stock Incentive Plan and 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 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.

                                      II-2
C.       Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, 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

         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 Austin, State of Texas on this sixth day of
December, 1999.

                                      HOOVER'S, INC.

                                      By:  /s/ Patrick J. Spain
                                          -------------------------------------
                                          Patrick J. Spain
                                          Chief Executive Officer and President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of Hoover's, Inc., a Delaware
corporation, do hereby constitute and appoint Patrick J. Spain and Lynn Atchison
and each of them, the lawful attorneys-in-fact 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, and any one of them, determine 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 that all said
attorneys and agents, or any one 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.
Signature                               Title                                      Date
---------                               -----                                      ----
Chief Executive Officer, President and
/s/ Patrick J. Spain                    Chairman of the Board of Directors             December 6, 1999
-------------------------------         (Principal Executive Officer))
Patrick J. Spain

                                        Senior Vice President, Finance and
/s/ Lynn Atchison                       Chief Financial Officer (Principal             December 6, 1999
-------------------------------         Financial and Accounting Officer)
Lynn Atchison

/s/ William S. Berkley                  Director                                       December 6,1999
-------------------------------
William S. Berkley

                                      II-4
/s/ Steven B. Fink                      Director                                       December 6, 1999
-------------------------------
Steven B. Fink

/s/ Alan Chai                           Director                                       December 6, 1999
-------------------------------
Alan Chai

/s/ Thomas J. Hillman                   Director                                       December 6, 1999
-------------------------------
Thomas J. Hillman

/s/ Gary E. Hoover                      Director                                       December 6, 1999
-------------------------------
Gary E. Hoover

/s/ Laurence J. Kirshbaum               Director                                       December 6, 1999
-------------------------------
Laurence J. Kirshbaum

/s/ Stephen R. Zacharias                Director                                       December 6, 1999
-------------------------------
Stephen R. Zacharias
II-5
EXHIBIT INDEX
Number            Exhibit
------            -------
4                 Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statements No. 000-26097 on form
                  8-A12G which is incorporated herein by reference pursuant to
                  Item 3(c).
5                 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1              Consent of Ernst & Young LLP, Independent Accountants.
23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
24                Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
99.1              Hoover's, Inc. 1999 Stock Incentive Plan.
99.2              Hoover's, Inc. 1999 Employee Stock Purchase Plan.