<PAGE>

    As filed with the Securities and Exchange Commission on January 27, 2003

                                                   Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              NETWORK ENGINES, INC.
               --------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                           04-3064173
 -------------------------------                          ----------------------
 (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                          Identification Number)


  25 Dan Road, Canton, Massachusetts                            02021-2817
----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip Code)


                     TidalWire Inc. 2001 Omnibus Stock Plan
                     --------------------------------------
                            (Full Title of the Plan)


                                 John H. Curtis
                      President and Chief Executive Officer
                              Network Engines, Inc.
                                   25 Dan Road
                        Canton, Massachusetts 02021-2817
                     ---------------------------------------
                     (Name and Address of Agent for Service)

                                 (781) 332-1000
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Title of Securities to be            Amount to be     Proposed             Proposed Maximum     Amount of
Registered                           Registered/1/    Maximum Offering     Aggregate Offering   Registration Fee
                                                      Price Per Share/2/   Price/3/
-----------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                  <C>                  <C>
Common Stock, $0.01 par value,        1,035,033            $0.37                $368,925             $33.95
to be issued under the TidalWire
2001 Omnibus Stock Plan

-----------------------------------------------------------------------------------------------------------------
</TABLE>



----------------
/1/ Pursuant to Rule 416 of the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of common stock
which become issuable under the TidalWire Inc. 2001 Omnibus Stock Plan being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of common stock.

/2/ Estimated solely for the purpose of calculating the registration fee, and
based on the highest price at which the options may be exercised. The exercise
price of the options range from $0.35 to $0.37.

/3/ Estimated solely for the purpose of calculating the registration fee, and
based on the price at which the options may be exercised, in accordance with
Rule 457(h)(1) under the Securities Act of 1933, as amended.

<PAGE>

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

     The information required by Part I is included in documents sent or given
to participants in the TidalWire Inc. 2001 Omnibus Stock Plan, pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

                                       1

<PAGE>

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 (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
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) under 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 document referred
to in (1) above.

          (3)  The description of the common stock of the Registrant, $0.01 par
value per share (the "Common Stock"), contained in a registration statement
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 such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
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.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

     The Registrant's Second Amended and Restated Certificate of Incorporation
(the "Restated Certificate") and the Registrant's Second Amended and Restated
By-Laws (the "Restated By-Laws") have been effective since the closing of the
Registrant's initial public offering on July 18, 2000. The Restated Certificate
provides that, except to the extent prohibited

                                       2

<PAGE>

by the Delaware General Corporation Law (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 Restated 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 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 or state or federal
environmental laws. The Registrant has obtained 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 including
for an unlawful payment of dividend or unlawful stock purchase or redemption, 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 Registrant's Restated By-Laws, any agreement,
a vote of stockholders or otherwise. The Restated Certificate eliminates the
personal liability of directors to the fullest extent permitted by the DGCL and,
together with the Restated By-Laws, provides that the Registrant shall 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.

     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 undersigned Registrant hereby undertakes:

                                       3

<PAGE>

          (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 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. 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
                     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 a
                     twenty percent (20%) change in the maximum aggregate
                     offering price set forth in the "Calculation of
                     Registration Fee" table in the effective 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
          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 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.

     2.   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 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

                                       4

<PAGE>

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 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.

                                       5

<PAGE>

                                   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 Canton, Massachusetts on January 27, 2003.

                                       NETWORK ENGINES, INC.

                                       By: /s/ John H. Curtis
                                           John H. Curtis
                                           President and Chief Executive Officer


                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Network Engines, Inc., hereby
severally constitute and appoint John H. Curtis, Douglas G. Bryant and Philip P.
Rossetti and each of them singly, each with the power to appoint his substitute,
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
on our behalf and in our names, in our capacities as officers and directors, to
enable Network Engines, 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 one 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 by the following persons in the capacities and on the
dates indicated.

        Signature                       Title                      Date
        ---------                       -----                      ----

                             President and Chief Executive
/s/ John H. Curtis           Officer                          January 27, 2003
John H. Curtis

                             Vice President of
                             Administration, Chief
                             Financial Officer, Treasurer
                             and Secretary (Principal
                             Financial and Accounting
/s/ Douglas G. Bryant        Officer)                         January 27, 2003
Douglas G. Bryant

/s/ Lawrence A. Genovesi     Chairman of the Board            January 27, 2003
Lawrence A. Genovesi

                                       6

<PAGE>

/s/ John A. Blaeser           Director                    January 27, 2003
John A. Blaeser

/s/ Dennis A. Kirshy          Director                    January 27, 2003
Dennis A. Kirshy

/s/ Frank M. Polestra         Director                    January 27, 2003
Frank M. Polestra

/s/ Fontaine K. Richardson    Director                    January 27, 2003
Fontaine K. Richardson

/s/ Robert M. Wadsworth       Director                    January 27, 2003
Robert M. Wadsworth

                                       7

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                             Description
------                             -----------

4.1       Second Amended and Restated Certificate of Incorporation of the
          Registrant (Incorporated herein by reference to Exhibit 3.2 to the
          Registrant's Amendment No. 1 to Form S-1 Registration Statement, filed
          May 19, 2000 (File No. 333-34286))

4.2       Second Amended and Restated By-Laws of the Registrant (Incorporated
          herein by reference to Exhibit 3.4 to the Registrant's Amendment No. 1
          to Form S-1 Registration Statement, filed May 19, 2000 (File No.
          333-34286))

4.3       Specimen certificate for shares of the Registrant's common stock
          ((Incorporated herein by reference to Exhibit 4.1 to the Registrant's
          Amendment No. 1 to Form S-1 Registration Statement, filed May 19, 2000
          (File No. 333-34286))

5.1       Opinion of Hale and Dorr LLP

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

23.2      Consent of PricewaterhouseCoopers LLP

24.1      Power of Attorney (included in the signature pages of this
          Registration Statement)

99.1      TidalWire Inc. 2001 Omnibus Stock Plan

                                        8
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19743}]
{"company-data": {"conformed-name": "NETWORK ENGINES INC", "cik": "0001110903", "assigned-sic": "7372", "irs-number": "043064173", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102741", "film-number": "03526231"}, "business-address": {"street1": "25 DAN ROAD", "city": "CANTON", "state": "MA", "zip": "02021", "phone": "7813321000"}, "mail-address": {"street1": "25 DAN ROAD", "city": "CANTON", "state": "MA", "zip": "02021"}}
As filed with the Securities and Exchange Commission on January 27, 2003

                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              NETWORK ENGINES, INC.
               --------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                           04-3064173
 -------------------------------                          ----------------------
 (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                          Identification Number)

  25 Dan Road, Canton, Massachusetts                            02021-2817
----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip Code)

                     TidalWire Inc. 2001 Omnibus Stock Plan
                     --------------------------------------
                            (Full Title of the Plan)

                                 John H. Curtis
                      President and Chief Executive Officer
                              Network Engines, Inc.
                                   25 Dan Road
                        Canton, Massachusetts 02021-2817
                     ---------------------------------------
                     (Name and Address of Agent for Service)

                                 (781) 332-1000
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Title of Securities to be            Amount to be     Proposed             Proposed Maximum     Amount of
Registered                           Registered/1/    Maximum Offering     Aggregate Offering   Registration Fee
                                                      Price Per Share/2/   Price/3/
-----------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value,        1,035,033            $0.37                $368,925             $33.95
to be issued under the TidalWire
2001 Omnibus Stock Plan

-----------------------------------------------------------------------------------------------------------------
----------------
/1/ Pursuant to Rule 416 of the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of common stock
which become issuable under the TidalWire Inc. 2001 Omnibus Stock Plan being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of common stock.

/2/ Estimated solely for the purpose of calculating the registration fee, and
based on the highest price at which the options may be exercised. The exercise
price of the options range from $0.35 to $0.37.

/3/ Estimated solely for the purpose of calculating the registration fee, and
based on the price at which the options may be exercised, in accordance with
Rule 457(h)(1) under the Securities Act of 1933, as amended.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the TidalWire Inc. 2001 Omnibus Stock Plan, pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

                                       1
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 (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
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) under 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 document referred
to in (1) above.

          (3)  The description of the common stock of the Registrant, $0.01 par
value per share (the "Common Stock"), contained in a registration statement
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 such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
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.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

     The Registrant's Second Amended and Restated Certificate of Incorporation
(the "Restated Certificate") and the Registrant's Second Amended and Restated
By-Laws (the "Restated By-Laws") have been effective since the closing of the
Registrant's initial public offering on July 18, 2000. The Restated Certificate
provides that, except to the extent prohibited

                                       2
by the Delaware General Corporation Law (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 Restated 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 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 or state or federal
environmental laws. The Registrant has obtained 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 including
for an unlawful payment of dividend or unlawful stock purchase or redemption, 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 Registrant's Restated By-Laws, any agreement,
a vote of stockholders or otherwise. The Restated Certificate eliminates the
personal liability of directors to the fullest extent permitted by the DGCL and,
together with the Restated By-Laws, provides that the Registrant shall 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.

     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 undersigned Registrant hereby undertakes:

                                       3
(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 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. 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
                     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 a
                     twenty percent (20%) change in the maximum aggregate
                     offering price set forth in the "Calculation of
                     Registration Fee" table in the effective 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
          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 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.

     2.   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 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

                                       4
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 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.

                                       5
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 Canton, Massachusetts on January 27, 2003.

                                       NETWORK ENGINES, INC.

                                       By: /s/ John H. Curtis
                                           John H. Curtis
                                           President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Network Engines, Inc., hereby
severally constitute and appoint John H. Curtis, Douglas G. Bryant and Philip P.
Rossetti and each of them singly, each with the power to appoint his substitute,
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
on our behalf and in our names, in our capacities as officers and directors, to
enable Network Engines, 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 one 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 by the following persons in the capacities and on the
dates indicated.

        Signature                       Title                      Date
        ---------                       -----                      ----

                             President and Chief Executive
/s/ John H. Curtis           Officer                          January 27, 2003
John H. Curtis

                             Vice President of
                             Administration, Chief
                             Financial Officer, Treasurer
                             and Secretary (Principal
                             Financial and Accounting
/s/ Douglas G. Bryant        Officer)                         January 27, 2003
Douglas G. Bryant

/s/ Lawrence A. Genovesi     Chairman of the Board            January 27, 2003
Lawrence A. Genovesi

                                       6
/s/ John A. Blaeser           Director                    January 27, 2003
John A. Blaeser

/s/ Dennis A. Kirshy          Director                    January 27, 2003
Dennis A. Kirshy

/s/ Frank M. Polestra         Director                    January 27, 2003
Frank M. Polestra

/s/ Fontaine K. Richardson    Director                    January 27, 2003
Fontaine K. Richardson

/s/ Robert M. Wadsworth       Director                    January 27, 2003
Robert M. Wadsworth

                                       7
EXHIBIT INDEX

Exhibit
Number                             Description
------                             -----------

4.1       Second Amended and Restated Certificate of Incorporation of the
          Registrant (Incorporated herein by reference to Exhibit 3.2 to the
          Registrant's Amendment No. 1 to Form S-1 Registration Statement, filed
          May 19, 2000 (File No. 333-34286))

4.2       Second Amended and Restated By-Laws of the Registrant (Incorporated
          herein by reference to Exhibit 3.4 to the Registrant's Amendment No. 1
          to Form S-1 Registration Statement, filed May 19, 2000 (File No.
          333-34286))

4.3       Specimen certificate for shares of the Registrant's common stock
          ((Incorporated herein by reference to Exhibit 4.1 to the Registrant's
          Amendment No. 1 to Form S-1 Registration Statement, filed May 19, 2000
          (File No. 333-34286))

5.1       Opinion of Hale and Dorr LLP

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

23.2      Consent of PricewaterhouseCoopers LLP

24.1      Power of Attorney (included in the signature pages of this
          Registration Statement)

99.1      TidalWire Inc. 2001 Omnibus Stock Plan

                                        8