<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 2001
                                                  REGISTRATION NO. 333- ________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              VICINITY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                       77-0414631
  (STATE OF INCORPORATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)

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

                              370 SAN ALESO AVENUE
                           SUNNYVALE, CALIFORNIA 94085
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

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

                              VICINITY CORPORATION
                      NETCREATE EMPLOYEE STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

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


            EMERICK M. WOODS                                COPY TO:
        CHIEF EXECUTIVE OFFICER                    ANTHONY J. RICHMOND, ESQ.
          VICINITY CORPORATION                          LATHAM & WATKINS
          370 SAN ALESO AVENUE                       135 COMMONWEALTH DRIVE
      SUNNYVALE, CALIFORNIA 94085                 MENLO PARK, CALIFORNIA 94025
             (408) 543-3000                              (650) 328-4600

                       ----------------------------------
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE FOR AGENT FOR SERVICE)

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                  CALCULATION OF REGISTRATION FEE
----------------------------------------------------- ----------------- --------------- ---------------- -----------------
                                                                                             MAXIMUM
                                                                           PROPOSED         AMOUNT OF
                                                           AMOUNT          MAXIMUM          AGGREGATE        AMOUNT OF
                                                           TO BE        OFFERING PRICE      OFFERING        REGISTRATION
        TITLE OF SECURITIES TO BE REGISTERED            REGISTERED(1)    PER SHARE(2)       PRICE(2)           FEE(2)
----------------------------------------------------- ----------------- --------------- ---------------- -----------------
<S>                                                   <C>               <C>             <C>              <C>
Common Stock, $0.001 par value......................       90,513           $6.52          $590,145            $148
----------------------------------------------------- ----------------- --------------- ---------------- -----------------
</TABLE>
(1)    This registration statement shall also cover any additional shares of
       common stock which become issuable under the Vicinity Corporation
       NetCreate Employee Stock Option Plan (the "Plan") by reason of any stock
       dividend, stock split, recapitalization or other similar transaction
       effected without the receipt of consideration which results in an
       increase in the number of the outstanding shares of common stock of
       Vicinity Corporation (the "Company").

(2)    Estimated solely for the purposes of calculating the registration fee
       pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
       "Securities Act"), and is based on weighted average exercise price of
       $6.52 for previously granted options for 90,513 shares.

         PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF
  THE REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.

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

                                 Total Pages 8
                            Exhibit Index on Page 6

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which we filed with the Commission are incorporated
by reference into this registration statement:

         (a) Our Annual Report on Form 10-K (File No. 000-29365), as filed with
the Commission on October 27, 2001, and as amended on November 28, 2000;

         (b) Our Quarterly Report on Form 10-Q (File No. 000-29365), as filed
with the Commission on December 14, 2000; and

         (c) The description of Common Stock contained in our Registration
Statement on Form 8-A (File No. 000-29365), as filed with the Commission on
February 7, 2000, including any subsequent amendment or report filed for the
purpose of updating such description.

         In addition, all documents which we file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 herein and to be a part of this registration statement from the date
of the 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 in this registration statement, or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this registration statement, 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.  NAMED EXPERTS.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our Restated Certificate of Incorporation (the "Certificate") provides
that, except to the extent prohibited by the Delaware General Corporation Law,
as amended (the "DGCL"), the Registrant's directors shall not be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty as directors of the Registrant. Under the DGCL, the directors
have a fiduciary duty to the Registrant which is not eliminated by this
provision of the Certificate and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of nonmonetary relief will remain
available. In addition, each director will continue to be subject to liability
under the DGCL for breach of the director's duty of loyalty to the Registrant,
for acts or omissions which are found by a court of competent jurisdiction to be
not in good faith or involving intentional misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of

                                       2
<PAGE>

stock repurchases or redemptions that are prohibited by the DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the Federal securities laws. The Registrant may obtain liability insurance
for its officers and directors.

     Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL or (iv)
for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a vote
of stockholders or otherwise. The Certificate eliminates the personal liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL
and provides that the Registrant may fully indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.

     Our Amended and Restated Bylaws (the "Bylaws"), provide that we shall
indemnify, in the manner and to the full extent permitted by law, any director
or officer, and, at the discretion our the Board of Directors, an employee or
agent 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 or not in
the right of our company, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that he or she is or was a
director or officer, or is or was serving at our request as a director, officer,
employee or agent of another entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement.

     We have entered into agreements to indemnify our directors and officers, in
addition to the indemnification provided for in the Bylaws. We believe that
these provisions and agreements are necessary to attract and retain qualified
directors and officers. Our Bylaws also permit us to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions, regardless of whether the DGCL would permit
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits on Page 6.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (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 the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or

                                       3
<PAGE>

         high end of the estimated maximum offering range may be reflected in
         the form of prospectus filed with the Commission pursuant to Rule
         424(b) if, in the aggregate, the changes in volume and price represent
         no more than 20 percent change in the maximum aggregate offering price
         set forth in the "Calculation of Registration Fee" table in the
         effective registration statement.

                  (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
         (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
         be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed with or furnished to the
         Commission by the registrant pursuant to Section 13 or Section 15(d)
         of the Exchange Act that are incorporated by reference in the
         registration statement.

         (2) 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.

         (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, 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.

     (h) 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 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.


                                       4
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Vicinity Corporation, a Delaware corporation, 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 Sunnyvale, State of
California, on this 8th day of February, 2001.

                                           Vicinity Corporation

                                           By:    /s/ Emerick Woods
                                              ----------------------------------
                                               Emerick M. Woods
                                               Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Emerick M. Woods and Scott
Shuda and each of them, with full power of substitution and resubstitutions and
full power to act without the other, his or her true and lawful
attorneys-in-fact and agents to act for him or her in his or her name, place or
stead, in any and all capacities, to sign any amendments to this registration
statement on Form S-8 (including post-effective amendments) and to file such
amendments, together with exhibits and other documents in connection therewith,
with the Securities and Exchange Commission, granting to each attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as
he or she might or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 8, 2001.

<TABLE>
<CAPTION>
SIGNATURE                                                 TITLE
---------                                                 -----
<S>                                                     <C>
 /s/ Emerick M. Woods                                     Chief Executive Officer and Director
------------------------------------                      (Principal Executive, Financial and
Emerick M. Woods                                          Accounting Officer)


 /s/ Herbert M. Dwight, Jr.                               Chairman of the Board of Directors
------------------------------------
Herbert M. Dwight, Jr.

 /s/ Fred Gibbons                                         Director
------------------------------------
Fred Gibbons

 /s/ Peter Mills                                          Director
------------------------------------
Peter Mills

 /s/ Norman Nie                                           Director
------------------------------------
Norman Nie

 /s/ Michael Sears                                        Director
------------------------------------
Michael Sears

 /s/ Peter Ziebelman                                      Director
------------------------------------
Peter Ziebelman
</TABLE>


                                       5
<PAGE>


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT                                                                                  PAGE
NUMBER                                                                                  NUMBER
------                                                                                  ------
<S>        <C>                                                                          <C>
5.1         Opinion of Latham & Watkins.                                                   7

23.1        Consent of Latham & Watkins (included in Exhibit 5.1).                         7

23.2        Consent of Independent Accountants.                                            8

24.1        Power of Attorney (included on page 5 of this registration statement).         6
</TABLE>

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


                                       6
[{"type": "S-8", "sequence": "1", "filename": "a2037089zs-8.txt", "description": "S-8", "secsgml_size_bytes": 20332}]
{"company-data": {"conformed-name": "VICINITY CORP", "cik": "0001029784", "assigned-sic": "7389", "irs-number": "770414631", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55216", "film-number": "1528399"}, "business-address": {"street1": "1135 A SAN ANTONIO ROAD", "street2": "415-237-0300", "city": "PALO ALTO", "state": "CA", "zip": "94303"}, "mail-address": {"street1": "1135 A SAN ANTONIO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 2001
                                                  REGISTRATION NO. 333- ________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              VICINITY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                       77-0414631
  (STATE OF INCORPORATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)

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

                              370 SAN ALESO AVENUE
                           SUNNYVALE, CALIFORNIA 94085
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

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

                              VICINITY CORPORATION
                      NETCREATE EMPLOYEE STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

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

            EMERICK M. WOODS                                COPY TO:
        CHIEF EXECUTIVE OFFICER                    ANTHONY J. RICHMOND, ESQ.
          VICINITY CORPORATION                          LATHAM & WATKINS
          370 SAN ALESO AVENUE                       135 COMMONWEALTH DRIVE
      SUNNYVALE, CALIFORNIA 94085                 MENLO PARK, CALIFORNIA 94025
             (408) 543-3000                              (650) 328-4600

                       ----------------------------------
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE FOR AGENT FOR SERVICE)

                       ----------------------------------
--------------------------------------------------------------------------------------------------------------------------
                                                  CALCULATION OF REGISTRATION FEE
----------------------------------------------------- ----------------- --------------- ---------------- -----------------
                                                                                             MAXIMUM
                                                                           PROPOSED         AMOUNT OF
                                                           AMOUNT          MAXIMUM          AGGREGATE        AMOUNT OF
                                                           TO BE        OFFERING PRICE      OFFERING        REGISTRATION
        TITLE OF SECURITIES TO BE REGISTERED            REGISTERED(1)    PER SHARE(2)       PRICE(2)           FEE(2)
----------------------------------------------------- ----------------- --------------- ---------------- -----------------
Common Stock, $0.001 par value......................       90,513           $6.52          $590,145            $148
----------------------------------------------------- ----------------- --------------- ---------------- -----------------
(1)    This registration statement shall also cover any additional shares of
       common stock which become issuable under the Vicinity Corporation
       NetCreate Employee Stock Option Plan (the "Plan") by reason of any stock
       dividend, stock split, recapitalization or other similar transaction
       effected without the receipt of consideration which results in an
       increase in the number of the outstanding shares of common stock of
       Vicinity Corporation (the "Company").

(2)    Estimated solely for the purposes of calculating the registration fee
       pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
       "Securities Act"), and is based on weighted average exercise price of
       $6.52 for previously granted options for 90,513 shares.

         PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF
  THE REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.

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

                                 Total Pages 8
                            Exhibit Index on Page 6
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which we filed with the Commission are incorporated
by reference into this registration statement:

         (a) Our Annual Report on Form 10-K (File No. 000-29365), as filed with
the Commission on October 27, 2001, and as amended on November 28, 2000;

         (b) Our Quarterly Report on Form 10-Q (File No. 000-29365), as filed
with the Commission on December 14, 2000; and

         (c) The description of Common Stock contained in our Registration
Statement on Form 8-A (File No. 000-29365), as filed with the Commission on
February 7, 2000, including any subsequent amendment or report filed for the
purpose of updating such description.

         In addition, all documents which we file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 herein and to be a part of this registration statement from the date
of the 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 in this registration statement, or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this registration statement, 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.  NAMED EXPERTS.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our Restated Certificate of Incorporation (the "Certificate") provides
that, except to the extent prohibited by the Delaware General Corporation Law,
as amended (the "DGCL"), the Registrant's directors shall not be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty as directors of the Registrant. Under the DGCL, the directors
have a fiduciary duty to the Registrant which is not eliminated by this
provision of the Certificate and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of nonmonetary relief will remain
available. In addition, each director will continue to be subject to liability
under the DGCL for breach of the director's duty of loyalty to the Registrant,
for acts or omissions which are found by a court of competent jurisdiction to be
not in good faith or involving intentional misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of

                                       2
stock repurchases or redemptions that are prohibited by the DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the Federal securities laws. The Registrant may obtain liability insurance
for its officers and directors.

     Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL or (iv)
for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a vote
of stockholders or otherwise. The Certificate eliminates the personal liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL
and provides that the Registrant may fully indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.

     Our Amended and Restated Bylaws (the "Bylaws"), provide that we shall
indemnify, in the manner and to the full extent permitted by law, any director
or officer, and, at the discretion our the Board of Directors, an employee or
agent 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 or not in
the right of our company, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that he or she is or was a
director or officer, or is or was serving at our request as a director, officer,
employee or agent of another entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement.

     We have entered into agreements to indemnify our directors and officers, in
addition to the indemnification provided for in the Bylaws. We believe that
these provisions and agreements are necessary to attract and retain qualified
directors and officers. Our Bylaws also permit us to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions, regardless of whether the DGCL would permit
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits on Page 6.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (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 the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or

                                       3
high end of the estimated maximum offering range may be reflected in
         the form of prospectus filed with the Commission pursuant to Rule
         424(b) if, in the aggregate, the changes in volume and price represent
         no more than 20 percent change in the maximum aggregate offering price
         set forth in the "Calculation of Registration Fee" table in the
         effective registration statement.

                  (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
         (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
         be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed with or furnished to the
         Commission by the registrant pursuant to Section 13 or Section 15(d)
         of the Exchange Act that are incorporated by reference in the
         registration statement.

         (2) 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.

         (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, 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.

     (h) 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 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.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Vicinity Corporation, a Delaware corporation, 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 Sunnyvale, State of
California, on this 8th day of February, 2001.

                                           Vicinity Corporation

                                           By:    /s/ Emerick Woods
                                              ----------------------------------
                                               Emerick M. Woods
                                               Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Emerick M. Woods and Scott
Shuda and each of them, with full power of substitution and resubstitutions and
full power to act without the other, his or her true and lawful
attorneys-in-fact and agents to act for him or her in his or her name, place or
stead, in any and all capacities, to sign any amendments to this registration
statement on Form S-8 (including post-effective amendments) and to file such
amendments, together with exhibits and other documents in connection therewith,
with the Securities and Exchange Commission, granting to each attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as
he or she might or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 8, 2001.
SIGNATURE                                                 TITLE
---------                                                 -----
/s/ Emerick M. Woods                                     Chief Executive Officer and Director
------------------------------------                      (Principal Executive, Financial and
Emerick M. Woods                                          Accounting Officer)

 /s/ Herbert M. Dwight, Jr.                               Chairman of the Board of Directors
------------------------------------
Herbert M. Dwight, Jr.

 /s/ Fred Gibbons                                         Director
------------------------------------
Fred Gibbons

 /s/ Peter Mills                                          Director
------------------------------------
Peter Mills

 /s/ Norman Nie                                           Director
------------------------------------
Norman Nie

 /s/ Michael Sears                                        Director
------------------------------------
Michael Sears

 /s/ Peter Ziebelman                                      Director
------------------------------------
Peter Ziebelman
5
INDEX TO EXHIBITS
EXHIBIT                                                                                  PAGE
NUMBER                                                                                  NUMBER
------                                                                                  ------
5.1         Opinion of Latham & Watkins.                                                   7

23.1        Consent of Latham & Watkins (included in Exhibit 5.1).                         7

23.2        Consent of Independent Accountants.                                            8

24.1        Power of Attorney (included on page 5 of this registration statement).         6
------------------------

                                       6