<PAGE>

As filed with the Securities and Exchange Commission on November 17, 2000
                                                           Registration No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                ______________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                      Bottomline Technologies (de), Inc.
            (Exact Name of Registrant as Specified in Its Charter)


                 Delaware                                     02-0433294
      (State or Other Jurisdiction of                      (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)

155 Fleet Street, Portsmouth, New Hampshire                      03801
 (Address of Principal Executive Offices)                     (Zip Code)

                           2000 Stock Incentive Plan
                       2000 Employee Stock Purchase Plan
                           (Full Title of the Plans)

                               Daniel M. McGurl
        Chairman of the Board of Directors and Chief Executive Officer
                      Bottomline Technologies (de), Inc.
                                155 Fleet Street
                        Portsmouth, New Hampshire 03801
                    (Name and Address of Agent For Service)

                                (603) 436-0700
         (Telephone Number, Including Area Code, of Agent for Service)

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

                        CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
  Title of Each                     Proposed       Proposed
   Class of        Amount to be      Maximum        Maximum        Amount of
Securities to be    Registered   Offering Price    Aggregate    Registration Fee
   Registered                       Per Share   Offering Price
--------------------------------------------------------------------------------
Common Stock
$.001 par value    2,100,000(1)  $33.28(2)      $69,888,000(2) $18,450.43(2)
per share            shares
--------------------------------------------------------------------------------

(1)  Consists of (i) 1,350,000 shares issuable under the 2000 Stock Incentive
     Plan and (ii) 750,000 shares issuable under the 2000 Employee Stock
     Purchase Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low sale prices of the
     common stock as reported on The Nasdaq National Market on November 13,
     2000.

<PAGE>

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan Information.

     The information required by Part I is included in documents sent or given
to participants in the 2000 Stock Incentive Plan and the 2000 Employee Stock
Purchase Plan of Bottomline Technologies (de), Inc. pursuant to Rule 428(b)(1)
of the Securities Act of 1933, as amended.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended, and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. The following
documents, which are filed with the Securities and Exchange Commission, are
incorporated in this registration statement by reference:

     (1) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the registrant's latest fiscal year
for which such statements have been filed.

     (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (1) above.

     (3) The description of the common stock of the registrant, par value $.001
per share, contained in the registrant's registration statement on Form 8-A
dated January 12, 1999 and filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares of common stock offered
hereby have been sold or which deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of the 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 the purposes of this
registration statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
<PAGE>

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.

     The Assistant Secretary to the Corporation, John A. Burgess, Esq., is a
senior partner of Hale and Dorr LLP, counsel to the Corporation. Hale and Dorr
LLP has opined as to the securities being offered by this Registration
Statement.

     Item 6. Indemnification of Directors and Officers.

     Article EIGHTH of the registrant's Amended and Restated Certificate of
Incorporation provides that no director of the registrant shall be personally
liable for any monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation Law statute prohibits
the elimination or limitation of liability of directors for breach of fiduciary
duty.

     Article NINTH of the registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the registrant (a) shall be
indemnified by the registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right of
the registrant) brought against him by virtue of his position as a director or
officer of the registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
registrant, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the registrant brought against him by virtue of his position as a
director or officer of the registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
<PAGE>

     Indemnification is required to be made unless the registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the registrant
notice of the action for which indemnity is sought and the registrant has the
right to participate in such action or assume the defense thereof.

     Article NINTH of the registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law statute is amended to expand the indemnification permitted to directors or
officers the registrant must indemnify those persons to the full extent
permitted by such law as so amended.

     Section 145 of the Delaware General Corporation Law statute provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances. The registrant has entered into letter
agreements with certain of its officers and directors confirming its undertaking
to provide indemnification as contemplated by Section 145 under certain
circumstances.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.

     (1) The registrant hereby undertakes:
<PAGE>

          (a)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:
               (i) to include any prospectus required by Section 10(a)(3) of the
               Securities Act; (ii) to reflect in the prospectus any facts or
               events arising after the effective date of the registration
               statement, or the most recent post-effective amendment thereof,
               which, individually or in the aggregate, represent a fundamental
               change in the information set forth in the registration
               statement; and (iii) to include any material information with
               respect to the plan of distribution not previously disclosed in
               the registration statement or any material change to such
               information in the registration statement; provided, however,
               that paragraphs (i) and (ii) do not apply if the registration
               statement is on Form S-3 or Form S-8, and 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
               Exchange Act that are incorporated by reference in the
               registration statement.

          (b)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (c)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

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

     (3)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the 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 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,
<PAGE>

suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Portsmouth, State of New Hampshire, on the 17th day
of November, 2000.

                                  BOTTOMLINE TECHNOLOGIES (de), INC.

                                  By:    /s/ Daniel M. McGurl
                                         --------------------------
                                         Daniel M. McGurl
                                         Chief Executive Officer
<PAGE>

                       POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Bottomline Technologies (de),
Inc., hereby severally constitute Daniel M. McGurl, Robert A. Eberle and John A.
Burgess Esq., and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Bottomline Technologies (de), Inc. to comply
with all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by said attorneys,
or any of them, to said registration statement and any and all amendments
thereto.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated below and on the 17th day of November, 2000.

Signature                     Title
---------                     -----

/s/ Daniel M. McGurl          Chairman of the Board and Chief Executive Officer
---------------------------   (Principal Executive Officer)
Daniel M. McGurl

/s/ Joseph L. Mullen          President, Chief Operating Officer and Director
---------------------------
Joseph L. Mullen

/s/ Robert A. Eberle          Executive Vice President, Chief Financial Officer,
---------------------------   Secretary, Treasurer and Director (Principal
Robert A. Eberle              Financial and Accounting Officer)

/s/ James L. Loomis           Director
---------------------------
James L. Loomis

/s/ Joseph L. Barry, Jr.      Director
---------------------------
Joseph L. Barry, Jr.

/s/ Dianne Gregg              Director
---------------------------
Dianne Gregg

/s/ James W. Zilinski         Director
---------------------------
James W. Zilinski
<PAGE>

                               INDEX TO EXHIBITS

Number       Description
------       -----------

3.1(1)       Amended and Restated Certificate of
             Incorporation of the registrant

3.2(1)       Amended and Restated By-laws of the registrant

4.1(1)       Specimen stock certificate of common stock
             of the registrant

5.1          Opinion of Hale and Dorr LLP, counsel to
             the registrant

23.1         Consent of Ernst & Young, LLP independent
             auditors

23.2         Consent of Ernst & Young, independent
             auditors

23.3         Consent of Smith & Williamson, independent
             auditors

23.4         Consent of Hale and Dorr LLP
             (included in Exhibit 5.1)

24.1         Power of attorney (included in the
             signature pages of this registration
             statement)

_______________

(1)   Previously filed with the Securities and Exchange Commission as an Exhibit
      to the registrant's registration statement on Form S-1, as amended (File
      No. 333-67309), and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19071}]
{"company-data": {"conformed-name": "BOTTOMLINE TECHNOLOGIES INC /DE/", "cik": "0001073349", "assigned-sic": "7372", "irs-number": "020433924", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50202", "film-number": "772648"}, "business-address": {"street1": "155 FLEET ST", "city": "PORTSMOUTH", "state": "NH", "zip": "03801", "phone": "6034360700"}, "mail-address": {"street1": "155 FLEET ST", "city": "PORTSMOUTH", "state": "NH", "zip": "03801"}}
As filed with the Securities and Exchange Commission on November 17, 2000
                                                           Registration No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                ______________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                      Bottomline Technologies (de), Inc.
            (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                                     02-0433294
      (State or Other Jurisdiction of                      (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)

155 Fleet Street, Portsmouth, New Hampshire                      03801
 (Address of Principal Executive Offices)                     (Zip Code)

                           2000 Stock Incentive Plan
                       2000 Employee Stock Purchase Plan
                           (Full Title of the Plans)

                               Daniel M. McGurl
        Chairman of the Board of Directors and Chief Executive Officer
                      Bottomline Technologies (de), Inc.
                                155 Fleet Street
                        Portsmouth, New Hampshire 03801
                    (Name and Address of Agent For Service)

                                (603) 436-0700
         (Telephone Number, Including Area Code, of Agent for Service)

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

                        CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
  Title of Each                     Proposed       Proposed
   Class of        Amount to be      Maximum        Maximum        Amount of
Securities to be    Registered   Offering Price    Aggregate    Registration Fee
   Registered                       Per Share   Offering Price
--------------------------------------------------------------------------------
Common Stock
$.001 par value    2,100,000(1)  $33.28(2)      $69,888,000(2) $18,450.43(2)
per share            shares
--------------------------------------------------------------------------------

(1)  Consists of (i) 1,350,000 shares issuable under the 2000 Stock Incentive
     Plan and (ii) 750,000 shares issuable under the 2000 Employee Stock
     Purchase Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low sale prices of the
     common stock as reported on The Nasdaq National Market on November 13,
     2000.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan Information.

     The information required by Part I is included in documents sent or given
to participants in the 2000 Stock Incentive Plan and the 2000 Employee Stock
Purchase Plan of Bottomline Technologies (de), Inc. pursuant to Rule 428(b)(1)
of the Securities Act of 1933, as amended.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended, and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. The following
documents, which are filed with the Securities and Exchange Commission, are
incorporated in this registration statement by reference:

     (1) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the registrant's latest fiscal year
for which such statements have been filed.

     (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (1) above.

     (3) The description of the common stock of the registrant, par value $.001
per share, contained in the registrant's registration statement on Form 8-A
dated January 12, 1999 and filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares of common stock offered
hereby have been sold or which deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of the 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 the purposes of this
registration statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any 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.

     The Assistant Secretary to the Corporation, John A. Burgess, Esq., is a
senior partner of Hale and Dorr LLP, counsel to the Corporation. Hale and Dorr
LLP has opined as to the securities being offered by this Registration
Statement.

     Item 6. Indemnification of Directors and Officers.

     Article EIGHTH of the registrant's Amended and Restated Certificate of
Incorporation provides that no director of the registrant shall be personally
liable for any monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation Law statute prohibits
the elimination or limitation of liability of directors for breach of fiduciary
duty.

     Article NINTH of the registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the registrant (a) shall be
indemnified by the registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right of
the registrant) brought against him by virtue of his position as a director or
officer of the registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
registrant, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the registrant brought against him by virtue of his position as a
director or officer of the registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
Indemnification is required to be made unless the registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the registrant
notice of the action for which indemnity is sought and the registrant has the
right to participate in such action or assume the defense thereof.

     Article NINTH of the registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law statute is amended to expand the indemnification permitted to directors or
officers the registrant must indemnify those persons to the full extent
permitted by such law as so amended.

     Section 145 of the Delaware General Corporation Law statute provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances. The registrant has entered into letter
agreements with certain of its officers and directors confirming its undertaking
to provide indemnification as contemplated by Section 145 under certain
circumstances.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.

     (1) The registrant hereby undertakes:
(a)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:
               (i) to include any prospectus required by Section 10(a)(3) of the
               Securities Act; (ii) to reflect in the prospectus any facts or
               events arising after the effective date of the registration
               statement, or the most recent post-effective amendment thereof,
               which, individually or in the aggregate, represent a fundamental
               change in the information set forth in the registration
               statement; and (iii) to include any material information with
               respect to the plan of distribution not previously disclosed in
               the registration statement or any material change to such
               information in the registration statement; provided, however,
               that paragraphs (i) and (ii) do not apply if the registration
               statement is on Form S-3 or Form S-8, and 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
               Exchange Act that are incorporated by reference in the
               registration statement.

          (b)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (c)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

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

     (3)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the 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 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Portsmouth, State of New Hampshire, on the 17th day
of November, 2000.

                                  BOTTOMLINE TECHNOLOGIES (de), INC.

                                  By:    /s/ Daniel M. McGurl
                                         --------------------------
                                         Daniel M. McGurl
                                         Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Bottomline Technologies (de),
Inc., hereby severally constitute Daniel M. McGurl, Robert A. Eberle and John A.
Burgess Esq., and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Bottomline Technologies (de), Inc. to comply
with all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by said attorneys,
or any of them, to said registration statement and any and all amendments
thereto.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated below and on the 17th day of November, 2000.

Signature                     Title
---------                     -----

/s/ Daniel M. McGurl          Chairman of the Board and Chief Executive Officer
---------------------------   (Principal Executive Officer)
Daniel M. McGurl

/s/ Joseph L. Mullen          President, Chief Operating Officer and Director
---------------------------
Joseph L. Mullen

/s/ Robert A. Eberle          Executive Vice President, Chief Financial Officer,
---------------------------   Secretary, Treasurer and Director (Principal
Robert A. Eberle              Financial and Accounting Officer)

/s/ James L. Loomis           Director
---------------------------
James L. Loomis

/s/ Joseph L. Barry, Jr.      Director
---------------------------
Joseph L. Barry, Jr.

/s/ Dianne Gregg              Director
---------------------------
Dianne Gregg

/s/ James W. Zilinski         Director
---------------------------
James W. Zilinski
INDEX TO EXHIBITS

Number       Description
------       -----------

3.1(1)       Amended and Restated Certificate of
             Incorporation of the registrant

3.2(1)       Amended and Restated By-laws of the registrant

4.1(1)       Specimen stock certificate of common stock
             of the registrant

5.1          Opinion of Hale and Dorr LLP, counsel to
             the registrant

23.1         Consent of Ernst & Young, LLP independent
             auditors

23.2         Consent of Ernst & Young, independent
             auditors

23.3         Consent of Smith & Williamson, independent
             auditors

23.4         Consent of Hale and Dorr LLP
             (included in Exhibit 5.1)

24.1         Power of attorney (included in the
             signature pages of this registration
             statement)

_______________

(1)   Previously filed with the Securities and Exchange Commission as an Exhibit
      to the registrant's registration statement on Form S-1, as amended (File
      No. 333-67309), and incorporated herein by reference.