AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2004

                                                    REGISTRATION NO.: 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                            FRONT PORCH DIGITAL INC.
             (Exact Name of Registrant as Specified in its Charter)

                      NEVADA                              86-0793960
        (State or Other Jurisdiction of               (I.R.S. Employer
        Incorporation or Organization)               Identification No.)

          2000 HORIZON WAY, SUITE 120
            MT. LAUREL, NEW JERSEY                          08054
    (Address of Principal Executive Offices)              (Zip Code)


                     VASKO SETTLEMENT AND RELEASE AGREEMENT
                            (Full Title of the Plan)

                                 MICHAEL KNAISCH
                             CHIEF EXECUTIVE OFFICER
                           2000 HORIZON WAY, SUITE 120
                          MT. LAUREL, NEW JERSEY 08054
                     (Name and Address of Agent for Service)

                                 (856) 439-9950
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                              ERIC M. HELLIGE, ESQ.
                        PRYOR CASHMAN SHERMAN & FLYNN LLP
                                 410 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 421-4100


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>

========================================================================================================================
<S>                                             <C>                  <C>             <C>              <C>

                                                                      Proposed         Proposed
                                                                      Maximum          Maximum
                                                                      Offering        Aggregate
          Title of Each Class of                  Amount to          Price Per         Offering          Amount of
        Securities to be Registered             be Registered*        Share**           Price         Registration Fee
------------------------------------------------------------------------------------------------------------------------

Common Stock, $.001 par value............       175,000 Shares         $0.66         $115,500.00           $14.63

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

</TABLE>

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

*    All the securities registered hereby are issuable under the Plan.

**   Estimated  solely for the purpose of calculating the  registration  fee and
     computed in accordance  with Rule 457(c) under the  Securities Act of 1933,
     upon the basis of the closing  price per share of the  Registrant's  common
     stock as reported on the Over the Counter  Bulletin  Board on February  23,
     2004.


<PAGE>

                                     PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*


ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * The information required by Items 1 and 2 of Part I of Form S-8 is
           omitted from this Registration Statement in accordance with the Note
           to Part I of Form S-8 and Rule 428 promulgated under the Securities
           Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  and all documents  subsequently  filed by Front
Porch Digital Inc. (the  "Company")  pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior to the filing of a post-effective  amendment to the Registration Statement
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this Registration Statement and shall be deemed to be a part hereof
from the date of the filing of such documents:

                  (1)    The description of the Company's common stock contained
                         in the Company's Registration Statement on Form 8-A
                         filed with the Commission on June 26, 2001, including
                         any amendment or report filed for the purpose of
                         updating such information;

                  (2)    the Company's Annual Report on Form 10-KSB for the
                         fiscal year ended December 31, 2002 filed on May 19,
                         2003, as amended;

                  (3)    the Company's Quarterly Report on Form 10-QSB for the
                         fiscal quarter ended March 31, 2003 filed on May 27,
                         2003;

                  (4)    the Company's Quarterly Report on Form 10-QSB for the
                         fiscal quarter ended June 30, 2003 filed on September
                         2, 2003;

                  (5)    the Company's Quarterly Report on Form 10-QSB for the
                         fiscal quarter ended September 30, 2003 filed on
                         November 18, 2003; and


<PAGE>

                  (6)    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
                         (2) above.


                                       2
<PAGE>

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 78.7502 of the Nevada Revised Statutes (the "Nevada Law") permits a
corporation  to indemnify any of its directors,  officers,  employees and agents
against costs and expenses  arising from claims,  suits and  proceedings if such
persons acted in good faith and in a manner reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  Notwithstanding the foregoing, in an action by or in the right of
the corporation,  no indemnification  may be made in respect of any claim, issue
or matter,  as to which such person is adjudged to be liable to the  corporation
unless  a court of  competent  jurisdiction  determines  that in view of all the
circumstances   of  the  case,   indemnification   would  be  appropriate.   The
indemnification  provisions of the Nevada Law expressly do not exclude any other
rights a person may have to indemnification under any bylaw, among other things.

     Article XI of the  Company's  Articles  of  Incorporation  states  that the
Company may indemnify  each  director and executive  officer of the Company with
respect to actions taken or not taken by said directors or executive officers in
the course of their  duties for the Company to the fullest  extent  permitted by
law. The  specific  terms of any such  indemnification  shall be provided in the
bylaws of the Company.

     Article VIII of the Company's bylaws provide for the indemnification of any
person  made a party to or involved  in any civil,  criminal  or  administrative
action,  suit or  proceeding  by reason of the fact that he or his  testator  or
intestate is or was a director,  officer or employee of the  Company,  or of any
company  which he, the testator,  or intestate  served as such at the request of
the Company,  shall be indemnified by the Company  against  expenses  reasonably
incurred  by him or  imposed on him in  connection  with or  resulting  from the
defense of such action,  suit or proceeding and in connection  with or resulting
from any  appeal  thereon,  except  with  respect  to  matters as to which it is
adjudged in such action,  suit or  proceeding  that such officer,  director,  or
employee was liable to the Company, or to such other corporation, for negligence
or misconduct in the performance of his duty.

     Article VIII of the Company's  bylaws  further  provides that a judgment of
conviction  shall not of itself be deemed an  adjudication  that such  director,
officer or employee is liable to the  Company,  or such other  corporation,  for
negligence or misconduct in the performance of his duties.  Determination of the
rights of such  indemnification and the amount thereof may be made


<PAGE>


at the option of the person to be indemnified pursuant to procedure set forth in
the bylaws.  Any determination that a payment by way of indemnity should be made
will be binding upon the  Company.  Such right of  indemnification  shall not be
exclusive of any other right which such  directors,  officers,  and employees of
the Company 3may have or hereafter acquire,  and without limiting the generality
of such  statement,  they  shall be  entitled  to  their  respective  rights  of
indemnification under any bylaw, agreement,  vote of stockholders,  provision of
law, or otherwise in addition to their rights under Article VIII. The provisions
of Article  VIII shall  apply to any member of any  committee  appointed  by the
Board of Directors  as fully as though each person had been a director,  officer
or employee of the Company.

     Any amendment to or repeal of the Company's  Articles of  Incorporation  or
bylaws  shall  not  adversely  affect  any  right  or  protection  of any of the
Company's  directors or officers for or with respect to any acts or omissions of
such director or officer occurring prior to such amendment or repeal.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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.

     The Company maintains  directors and officers  insurance which,  subject to
certain  exclusions,  insures the directors and officers of the Company  against
certain losses which arise out of any neglect or breach of duty (including,  but
not limited to, any error,  misstatement,  act, or omission) by the directors or
officers in the  discharge  of their  duties,  and  insures the Company  against
amounts which it has paid or may become obligated to pay as  indemnification  to
its directors and/or officers to cover such losses.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable


ITEM 8.    EXHIBITS.

EXHIBIT
NO.         DESCRIPTION

   4.1      Settlement and Release  Agreement dated as of January 30, 2004 by
            and among the Company,  Andrew Vasko and Vasko Enterprises, Inc.

   5.1      Opinion of Pryor Cashman Sherman & Flynn LLP (regarding validity of
            common stock being registered).


                                       2
<PAGE>

  23.1      Consent of Pryor Cashman Sherman & Flynn LLP (included in its
            opinion filed as Exhibit 5.1).

  23.2      Consent of Ernst & Young LLP.


ITEM 9.    UNDERTAKINGS.

           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 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;

             (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; 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 offering.

           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
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.

           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.


                                       3
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that we meet all the
requirements for filing on Form S-8 and have duly caused this registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in Mt. Laurel, New Jersey on this 26th day of February, 2004.

                                          FRONT PORCH DIGITAL INC.

                                          By: /s/ Michael Knaisch
                                              ----------------------------------
                                              Name: Michael Knaisch
                                              Title:   Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael Knaisch or Matthew Richman
or either one of them, his attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him in any and all capacities, to sign any
or all amendments or post-effective amendments to this registration statement or
a registration statement prepared in accordance with Rule 462 of the Securities
Act of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection herewith or in connection with the registration of the
offered securities under the Securities Exchange Act of 1934, as amended, with
the Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power to do and perform each and every act and
thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his substitutes may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

     SIGNATURE                           TITLE                       DATE


/s/ Michael Knaisch          Chief Executive Officer           February 26, 2004
-------------------          (Principle Executive Officer)
Michael Knaisch


/s/ Matthew Richman          Chief Financial Officer           February 26, 2004
-------------------          (Principle Accounting Officer)
Matthew Richman


/s/ Thomas P. Sweeney III    Director                          February 26, 2004
-------------------------
Thomas P. Sweeney III


/s/ Paul McKnight            Director                          February 26, 2004
-----------------
Paul McKnight
[{"type": "S-8", "sequence": "1", "filename": "c31018_s8.txt", "secsgml_size_bytes": 17765}]
{"company-data": {"conformed-name": "FRONT PORCH DIGITAL INC", "cik": "0001025707", "assigned-sic": "7389", "irs-number": "860793960", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113184", "film-number": "04638633"}, "business-address": {"street1": "1810 CHAPEL AVE W", "street2": "SUITE 130", "city": "CHERRY HILL", "state": "NJ", "zip": "08002", "phone": "8566333500"}, "mail-address": {"street1": "1810 CHAPEL AVE W", "street2": "SUITE 130", "city": "CHERRY HILL", "state": "NJ", "zip": "08002"}, "former-company": [{"former-conformed-name": "EMPIRE COMMUNICATIONS CORP", "date-changed": "19980327"}, {"former-conformed-name": "LITIGATION ECONOMICS INC", "date-changed": "19961022"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2004

                                                    REGISTRATION NO.: 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            FRONT PORCH DIGITAL INC.
             (Exact Name of Registrant as Specified in its Charter)

                      NEVADA                              86-0793960
        (State or Other Jurisdiction of               (I.R.S. Employer
        Incorporation or Organization)               Identification No.)

          2000 HORIZON WAY, SUITE 120
            MT. LAUREL, NEW JERSEY                          08054
    (Address of Principal Executive Offices)              (Zip Code)

                     VASKO SETTLEMENT AND RELEASE AGREEMENT
                            (Full Title of the Plan)

                                 MICHAEL KNAISCH
                             CHIEF EXECUTIVE OFFICER
                           2000 HORIZON WAY, SUITE 120
                          MT. LAUREL, NEW JERSEY 08054
                     (Name and Address of Agent for Service)

                                 (856) 439-9950
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                              ERIC M. HELLIGE, ESQ.
                        PRYOR CASHMAN SHERMAN & FLYNN LLP
                                 410 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 421-4100
CALCULATION OF REGISTRATION FEE

========================================================================================================================
Proposed         Proposed
                                                                      Maximum          Maximum
                                                                      Offering        Aggregate
          Title of Each Class of                  Amount to          Price Per         Offering          Amount of
        Securities to be Registered             be Registered*        Share**           Price         Registration Fee
------------------------------------------------------------------------------------------------------------------------

Common Stock, $.001 par value............       175,000 Shares         $0.66         $115,500.00           $14.63

========================================================================================================================
----------------

*    All the securities registered hereby are issuable under the Plan.

**   Estimated  solely for the purpose of calculating the  registration  fee and
     computed in accordance  with Rule 457(c) under the  Securities Act of 1933,
     upon the basis of the closing  price per share of the  Registrant's  common
     stock as reported on the Over the Counter  Bulletin  Board on February  23,
     2004.
PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*

ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * The information required by Items 1 and 2 of Part I of Form S-8 is
           omitted from this Registration Statement in accordance with the Note
           to Part I of Form S-8 and Rule 428 promulgated under the Securities
           Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  and all documents  subsequently  filed by Front
Porch Digital Inc. (the  "Company")  pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior to the filing of a post-effective  amendment to the Registration Statement
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this Registration Statement and shall be deemed to be a part hereof
from the date of the filing of such documents:

                  (1)    The description of the Company's common stock contained
                         in the Company's Registration Statement on Form 8-A
                         filed with the Commission on June 26, 2001, including
                         any amendment or report filed for the purpose of
                         updating such information;

                  (2)    the Company's Annual Report on Form 10-KSB for the
                         fiscal year ended December 31, 2002 filed on May 19,
                         2003, as amended;

                  (3)    the Company's Quarterly Report on Form 10-QSB for the
                         fiscal quarter ended March 31, 2003 filed on May 27,
                         2003;

                  (4)    the Company's Quarterly Report on Form 10-QSB for the
                         fiscal quarter ended June 30, 2003 filed on September
                         2, 2003;

                  (5)    the Company's Quarterly Report on Form 10-QSB for the
                         fiscal quarter ended September 30, 2003 filed on
                         November 18, 2003; and
(6)    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
                         (2) above.

                                       2
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 78.7502 of the Nevada Revised Statutes (the "Nevada Law") permits a
corporation  to indemnify any of its directors,  officers,  employees and agents
against costs and expenses  arising from claims,  suits and  proceedings if such
persons acted in good faith and in a manner reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  Notwithstanding the foregoing, in an action by or in the right of
the corporation,  no indemnification  may be made in respect of any claim, issue
or matter,  as to which such person is adjudged to be liable to the  corporation
unless  a court of  competent  jurisdiction  determines  that in view of all the
circumstances   of  the  case,   indemnification   would  be  appropriate.   The
indemnification  provisions of the Nevada Law expressly do not exclude any other
rights a person may have to indemnification under any bylaw, among other things.

     Article XI of the  Company's  Articles  of  Incorporation  states  that the
Company may indemnify  each  director and executive  officer of the Company with
respect to actions taken or not taken by said directors or executive officers in
the course of their  duties for the Company to the fullest  extent  permitted by
law. The  specific  terms of any such  indemnification  shall be provided in the
bylaws of the Company.

     Article VIII of the Company's bylaws provide for the indemnification of any
person  made a party to or involved  in any civil,  criminal  or  administrative
action,  suit or  proceeding  by reason of the fact that he or his  testator  or
intestate is or was a director,  officer or employee of the  Company,  or of any
company  which he, the testator,  or intestate  served as such at the request of
the Company,  shall be indemnified by the Company  against  expenses  reasonably
incurred  by him or  imposed on him in  connection  with or  resulting  from the
defense of such action,  suit or proceeding and in connection  with or resulting
from any  appeal  thereon,  except  with  respect  to  matters as to which it is
adjudged in such action,  suit or  proceeding  that such officer,  director,  or
employee was liable to the Company, or to such other corporation, for negligence
or misconduct in the performance of his duty.

     Article VIII of the Company's  bylaws  further  provides that a judgment of
conviction  shall not of itself be deemed an  adjudication  that such  director,
officer or employee is liable to the  Company,  or such other  corporation,  for
negligence or misconduct in the performance of his duties.  Determination of the
rights of such  indemnification and the amount thereof may be made
at the option of the person to be indemnified pursuant to procedure set forth in
the bylaws.  Any determination that a payment by way of indemnity should be made
will be binding upon the  Company.  Such right of  indemnification  shall not be
exclusive of any other right which such  directors,  officers,  and employees of
the Company 3may have or hereafter acquire,  and without limiting the generality
of such  statement,  they  shall be  entitled  to  their  respective  rights  of
indemnification under any bylaw, agreement,  vote of stockholders,  provision of
law, or otherwise in addition to their rights under Article VIII. The provisions
of Article  VIII shall  apply to any member of any  committee  appointed  by the
Board of Directors  as fully as though each person had been a director,  officer
or employee of the Company.

     Any amendment to or repeal of the Company's  Articles of  Incorporation  or
bylaws  shall  not  adversely  affect  any  right  or  protection  of any of the
Company's  directors or officers for or with respect to any acts or omissions of
such director or officer occurring prior to such amendment or repeal.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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.

     The Company maintains  directors and officers  insurance which,  subject to
certain  exclusions,  insures the directors and officers of the Company  against
certain losses which arise out of any neglect or breach of duty (including,  but
not limited to, any error,  misstatement,  act, or omission) by the directors or
officers in the  discharge  of their  duties,  and  insures the Company  against
amounts which it has paid or may become obligated to pay as  indemnification  to
its directors and/or officers to cover such losses.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable

ITEM 8.    EXHIBITS.

EXHIBIT
NO.         DESCRIPTION

   4.1      Settlement and Release  Agreement dated as of January 30, 2004 by
            and among the Company,  Andrew Vasko and Vasko Enterprises, Inc.

   5.1      Opinion of Pryor Cashman Sherman & Flynn LLP (regarding validity of
            common stock being registered).

                                       2
23.1      Consent of Pryor Cashman Sherman & Flynn LLP (included in its
            opinion filed as Exhibit 5.1).

  23.2      Consent of Ernst & Young LLP.

ITEM 9.    UNDERTAKINGS.

           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 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;

             (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; 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 offering.

           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
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.

           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.

                                       3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that we meet all the
requirements for filing on Form S-8 and have duly caused this registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in Mt. Laurel, New Jersey on this 26th day of February, 2004.

                                          FRONT PORCH DIGITAL INC.

                                          By: /s/ Michael Knaisch
                                              ----------------------------------
                                              Name: Michael Knaisch
                                              Title:   Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael Knaisch or Matthew Richman
or either one of them, his attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him in any and all capacities, to sign any
or all amendments or post-effective amendments to this registration statement or
a registration statement prepared in accordance with Rule 462 of the Securities
Act of 1933, as amended, and to file the same, with exhibits thereto and other
documents in connection herewith or in connection with the registration of the
offered securities under the Securities Exchange Act of 1934, as amended, with
the Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power to do and perform each and every act and
thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact and agents or
his substitutes may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

     SIGNATURE                           TITLE                       DATE

/s/ Michael Knaisch          Chief Executive Officer           February 26, 2004
-------------------          (Principle Executive Officer)
Michael Knaisch

/s/ Matthew Richman          Chief Financial Officer           February 26, 2004
-------------------          (Principle Accounting Officer)
Matthew Richman

/s/ Thomas P. Sweeney III    Director                          February 26, 2004
-------------------------
Thomas P. Sweeney III

/s/ Paul McKnight            Director                          February 26, 2004
-----------------
Paul McKnight