Registration
                                                        Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                 NETEGRITY, INC.
               (Exact name of issuer as specified in its charter)

      Delaware                                            04-2911320
(State of Incorporation)                                (IRS Employee
                                                       Identification Number)

                      245 Winter Street, Waltham, MA 02451
                     (Address of Principal Executive Offices

                                 (781) 890-1700
              (Registrant's telephone number, including area code)

                    NETEGRITY, INC. 1991 DIRECTOR STOCK PLAN
          NETEGRITY, INC. 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                 NETEGRITY, INC. 1994 NON-EMPLOYEE DIRECTOR PLAN
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                          Proposed             Proposed
  Title of                                               Maximum              Maximum
Securities                   Amount                        Offering            Aggregate             Amount
    to be                       to be                        Price              Offering           Registration
Registered                 Registered                     Per Share                Price                  Fee
<S>                        <C>                          <C>                  <C>                    <C>

Netegrity, Inc. 1991
Director Stock Plan        47,250 shares                $ 2.40(1)            $  113,400.00(1)        $ 31.52(1)
                           22,750 shares                $23.50(1)            $  540,312.50(1)        $150.21(1)

Netegrity, Inc. 1993
Non-Employee Director
Stock Option Plan          44,042 shares                $ 1.47(1)            $   64,741.74(1)        $ 18.00(1)
                           15,958 shares                $23.75(1)            $  379,002.50(1)        $105.36(1)

Netegrity, Inc. 1994
Non-Employee
Director Plan              105,000 shares               $  .75(1)            $   78,750.00(1)        $ 21.89(1)

TOTAL                      235,000 shares                                    $1,176,206.70           $326.98
(need to break out issued and unissued for each plan)
</TABLE>

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

(1)  Computed in accordance  with Rule 457(h) under the  Securities Act of 1933,
     as amended, solely for the purpose of calculating the registration fee. The
     computation with respect to unissued options is based upon the average high
     and low sale prices of the Common Stock as reported on the Nasdaq  SmallCap
     Market on September 27, 1999. The  computation  with respect to outstanding
     options is based on the weighted  average per share  exercise  price of the
     options, the shares issuable under which are registered hereby.




<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  post-effective  amendment  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 to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         The financial  statements  and schedules  incorporated  by reference in
this  Registration  Statement have been audited by  PricewaterhouseCoopers  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

     The validity of the  authorization and issuance of the Common Stock offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation,  Boston, Massachusetts.  Anthony J. Medaglia, Jr., who
is a stockholder of Hutchins, Wheeler & Dittmar, A Professional Corporation,  is
the Secretary of the Company and owns 15,195 shares of its Common Stock.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article V of the Amended and Restated  By-Laws of the Company  provides
as follows:

                                                     Article V
                                                  INDEMNIFICATION

                  Section  5.1  Third  Party  Actions.   The  Corporation  shall
         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
         (other than an action by or in the right of the  Corporation) by reason
         of the fact that he is or was a Director, officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,   joint  venture,  trust  or  other  enterprise  (each  an
         "Indemnitee"), against expenses (including attorney's fees), judgments,
         fines and amounts paid in settlement  actually and reasonably  incurred
         by him in connection with such action, suit or proceeding.

                  Section  5.2  Derivative   Actions.   The  Corporation   shall
         indemnify  any person who was or is a party or is threatened to be made
         a party to any threatened, pending or completed action or suit by or in
         the right of the  Corporation  to  procure a  judgment  in its favor by
         reason of the fact that he is or was a Director,  officer,  employee or
         agent of the  Corporation,  or is or was  serving at the request of the
         Corporation  as a  director,  officer,  employee  or agent  of  another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against  expenses  (including  attorneys' fees) actually and reasonably
         incurred by him in  connection  with the defense or  settlement of such
         action or suit.

                  Section 5.3 Expenses. To the extent that a Director,  officer,
         employee or agent of the  Corporation has been successful on the merits
         or otherwise in defense of any action,  suit or proceeding  referred to
         in Sections  5.1 and 5.2,  or in defense of any claim,  issue or matter
         therein, he shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection therewith.

                  Section 5.4  Authorization and Request for Indemnification.

                           (a) Any  indemnification  requested by the Indemnitee
                  under  Section 5.1 hereof shall be made no later than ten (10)
                  days after receipt of the written  request of the  Indemnitee,
                  unless  it shall  have  been  adjudicated  by a court of final
                  determination  that the  Indemnitee  did not act in good faith
                  and in a  manner  he  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.

                           (b) Any  indemnification  requested by the Indemnitee
                  under  Section 5.2 hereof shall be made no later than ten (10)
                  days after receipt of the written  request of the  Indemnitee,
                  unless  it shall  have  been  adjudicated  by a court of final
                  determination  that the  Indemnitee  did not act in good faith
                  and in a  manner  he  reasonably  believed  to be  in,  or not
                  opposed  to,  the  best  interests  of  the  Corporation,  the
                  Indemnitee  shall have been  finally  adjudged to be liable to
                  the  Company  by a  court  of  competent  jurisdiction  due to
                  willful  misconduct of a culpable nature in the performance of
                  the  Indemnitee's  duty to the Corporation  unless and only to
                  the extent that any court in which such proceeding was brought
                  shall determine upon application that despite the adjudication
                  of  liability,  but in view of all  the  circumstances  of the
                  case,  such  person  is  fairly  and  reasonably  entitled  to
                  indemnity for such expenses as such court shall deem proper.

                  Section 5.5 Advance  Payment of  Expenses.  Subject to Section
         5.4 above, the Corporation  shall advance all expenses  incurred by the
         Indemnitee in connection with the investigation, defense, settlement or
         appeal  of any  proceeding  to which  the  Indemnitee  is a party or is
         threatened to be made a party by reason of the fact that the Indemnitee
         is or was an agent of the Corporation. The Indemnitee hereby undertakes
         to repay such  amounts  advanced  only if, and to the extent  that,  it
         shall  ultimately be determined  that the Indemnitee is not entitled to
         be  indemnified by the  Corporation.  The advances to be made hereunder
         shall be paid by the  Corporation  to or on  behalf  of the  Indemnitee
         within 30 days following  delivery of a written request therefor by the
         Indemnitee to the Corporation.

                  Section 5.6 Non-Exclusiveness. The indemnification provided by
         this  Article V shall not be deemed  exclusive  of any other  rights to
         which those seeking  indemnification  may be entitled under any by-law,
         agreement,   vote  of  stockholders  or   disinterested   Directors  or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be a  Director,  officer,  employee or agent
         and  shall   inure  to  the  benefit  of  the  heirs,   executors   and
         administrators of such a person.

                  Section 5.7  Insurance.  The  Corporation  shall have power to
         purchase and maintain insurance on behalf of any person who is or was a
         Director,  officer, employee or agent of the Corporation,  or is or was
         serving  at the  request of the  Corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  such  liability  under the  provisions  of this
         Article V.

                  Section 5.8 Constituent  Corporations.  The Corporation  shall
         have power to indemnify  any person who is or was a director,  officer,
         employee  or  agent  of  a  constituent   corporation   absorbed  in  a
         consolidation  or merger with this  Corporation or is or was serving at
         the request of such  constituent  corporation  as a director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  in the same manner as hereinabove  provided
         for any person who is or was a Director,  officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership, joint venture, trust or other enterprise.

                  Section  5.9  Additional  Indemnification.  In addition to the
         foregoing  provisions of this Article V, the Corporation shall have the
         power,  to the full extent provided by law, to indemnify any person for
         any act or omission of such person against all loss,  cost,  damage and
         expense  (including  attorney's  fees) if such person is determined (in
         the  manner  prescribed  in Section  5.4  hereof) to have acted in good
         faith and in a manner he  reasonably  believed to be in, or not opposed
         to, the best interest of the Corporation.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number   Description

          4.1     NETEGRITY, INC. 1991 DIRECTOR STOCK PLAN.

          4.2     NETEGRITY, INC. 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.

          4.3     NETEGRITY, INC. 1994 NON-EMPLOYEE DIRECTOR PLAN

          5.1     Opinion of Hutchins, Wheeler & Dittmar, A Professional
                  Corporation, as to legality of shares being registered and
                  consent of Hutchins, Wheeler & Dittmar, A Professional
                  Corporation.

         23.1     Consent of  PricewaterhouseCoopers LLP-  Independent Auditors.

         23.2     Consent of Hutchins, Wheeler & Dittmar, A Professional
                  Corporation (included in Exhibit 5.1)

         24.1     Powers of Attorney (See page 5.1).

       Item 9.  Undertakings

       The undersigned Registrant hereby undertakes the following:

       (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 of 1933;

     (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;

     (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 by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

       (c) The  undersigned  registrant  hereby  undertakes,  that,  insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 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  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 Act and will be governed by the final adjudication of
such issue.




<PAGE>


                                   SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  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 Waltham, Massachusetts, September 17, 1999.

                                       NETEGRITY, INC.

                                       By  /s/ James E. Hayden
                                           James E. Hayden
                                           Chief Financial Officer

KNOW ALL MEN BY THESE  PRESENTS that each person whose  signature  appears below
constitutes and appoints James E. Hayden his true and lawful  attorney-in-  fact
and agent, with full power of substitution and resubstitution, for him or in his
name,  place and stead, in any and all capacities to sign any and all amendments
or  post-effective  amendments to this Registration  Statement,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents,  full power and  authority  to do and perform each and every act and
thing  requisite or necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorney-in-  fact and agent, or his 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 and on the dates indicated.
<TABLE>
<CAPTION>

Signature                                          Title                                             Date
<S>                                         <C>                                               <C>

/s/Barry N. Bycoff                          Director, President, Chief Executive Officer      September 17, 1999
Barry N. Bycoff                             (principal executive officer and accounting
                                            officer)

/s/Stephen L. Watson                        Chairman of the Board of Directors                September 17, 1999
Stephen L. Watson

/s/ James E. Hayden                         Chief Financial Officer, Vice President of        September 17, 1999
James E. Hayden                             Finance and Administration and Treasurer

/s/Eric R. Giler                            Director                                          September 17, 1999
Eric R. Giler

/s/Michael L. Mark                          Director                                          September 17, 1999
Michael L. Mark

/s/James P. McNiel                          Director                                          September 17, 1999
James P. McNiel

/s/Ralph B. Wagner                          Director                                          September 17, 1999
Ralph B. Wagner

</TABLE>


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    EXHIBITS

                                       to

                                    FORM S-8




                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933








                                 NETEGRITY, INC.
             (Exact name of registrant as specified in its charter)
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Registration
                                                        Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                 NETEGRITY, INC.
               (Exact name of issuer as specified in its charter)

      Delaware                                            04-2911320
(State of Incorporation)                                (IRS Employee
                                                       Identification Number)

                      245 Winter Street, Waltham, MA 02451
                     (Address of Principal Executive Offices

                                 (781) 890-1700
              (Registrant's telephone number, including area code)

                    NETEGRITY, INC. 1991 DIRECTOR STOCK PLAN
          NETEGRITY, INC. 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                 NETEGRITY, INC. 1994 NON-EMPLOYEE DIRECTOR PLAN
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed             Proposed
  Title of                                               Maximum              Maximum
Securities                   Amount                        Offering            Aggregate             Amount
    to be                       to be                        Price              Offering           Registration
Registered                 Registered                     Per Share                Price                  Fee
Netegrity, Inc. 1991
Director Stock Plan        47,250 shares                $ 2.40(1)            $  113,400.00(1)        $ 31.52(1)
                           22,750 shares                $23.50(1)            $  540,312.50(1)        $150.21(1)

Netegrity, Inc. 1993
Non-Employee Director
Stock Option Plan          44,042 shares                $ 1.47(1)            $   64,741.74(1)        $ 18.00(1)
                           15,958 shares                $23.75(1)            $  379,002.50(1)        $105.36(1)

Netegrity, Inc. 1994
Non-Employee
Director Plan              105,000 shares               $  .75(1)            $   78,750.00(1)        $ 21.89(1)

TOTAL                      235,000 shares                                    $1,176,206.70           $326.98
(need to break out issued and unissued for each plan)
------------------------------

(1)  Computed in accordance  with Rule 457(h) under the  Securities Act of 1933,
     as amended, solely for the purpose of calculating the registration fee. The
     computation with respect to unissued options is based upon the average high
     and low sale prices of the Common Stock as reported on the Nasdaq  SmallCap
     Market on September 27, 1999. The  computation  with respect to outstanding
     options is based on the weighted  average per share  exercise  price of the
     options, the shares issuable under which are registered hereby.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  post-effective  amendment  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 to be a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         The financial  statements  and schedules  incorporated  by reference in
this  Registration  Statement have been audited by  PricewaterhouseCoopers  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

     The validity of the  authorization and issuance of the Common Stock offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation,  Boston, Massachusetts.  Anthony J. Medaglia, Jr., who
is a stockholder of Hutchins, Wheeler & Dittmar, A Professional Corporation,  is
the Secretary of the Company and owns 15,195 shares of its Common Stock.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article V of the Amended and Restated  By-Laws of the Company  provides
as follows:

                                                     Article V
                                                  INDEMNIFICATION

                  Section  5.1  Third  Party  Actions.   The  Corporation  shall
         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
         (other than an action by or in the right of the  Corporation) by reason
         of the fact that he is or was a Director, officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,   joint  venture,  trust  or  other  enterprise  (each  an
         "Indemnitee"), against expenses (including attorney's fees), judgments,
         fines and amounts paid in settlement  actually and reasonably  incurred
         by him in connection with such action, suit or proceeding.

                  Section  5.2  Derivative   Actions.   The  Corporation   shall
         indemnify  any person who was or is a party or is threatened to be made
         a party to any threatened, pending or completed action or suit by or in
         the right of the  Corporation  to  procure a  judgment  in its favor by
         reason of the fact that he is or was a Director,  officer,  employee or
         agent of the  Corporation,  or is or was  serving at the request of the
         Corporation  as a  director,  officer,  employee  or agent  of  another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against  expenses  (including  attorneys' fees) actually and reasonably
         incurred by him in  connection  with the defense or  settlement of such
         action or suit.

                  Section 5.3 Expenses. To the extent that a Director,  officer,
         employee or agent of the  Corporation has been successful on the merits
         or otherwise in defense of any action,  suit or proceeding  referred to
         in Sections  5.1 and 5.2,  or in defense of any claim,  issue or matter
         therein, he shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection therewith.

                  Section 5.4  Authorization and Request for Indemnification.

                           (a) Any  indemnification  requested by the Indemnitee
                  under  Section 5.1 hereof shall be made no later than ten (10)
                  days after receipt of the written  request of the  Indemnitee,
                  unless  it shall  have  been  adjudicated  by a court of final
                  determination  that the  Indemnitee  did not act in good faith
                  and in a  manner  he  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.

                           (b) Any  indemnification  requested by the Indemnitee
                  under  Section 5.2 hereof shall be made no later than ten (10)
                  days after receipt of the written  request of the  Indemnitee,
                  unless  it shall  have  been  adjudicated  by a court of final
                  determination  that the  Indemnitee  did not act in good faith
                  and in a  manner  he  reasonably  believed  to be  in,  or not
                  opposed  to,  the  best  interests  of  the  Corporation,  the
                  Indemnitee  shall have been  finally  adjudged to be liable to
                  the  Company  by a  court  of  competent  jurisdiction  due to
                  willful  misconduct of a culpable nature in the performance of
                  the  Indemnitee's  duty to the Corporation  unless and only to
                  the extent that any court in which such proceeding was brought
                  shall determine upon application that despite the adjudication
                  of  liability,  but in view of all  the  circumstances  of the
                  case,  such  person  is  fairly  and  reasonably  entitled  to
                  indemnity for such expenses as such court shall deem proper.

                  Section 5.5 Advance  Payment of  Expenses.  Subject to Section
         5.4 above, the Corporation  shall advance all expenses  incurred by the
         Indemnitee in connection with the investigation, defense, settlement or
         appeal  of any  proceeding  to which  the  Indemnitee  is a party or is
         threatened to be made a party by reason of the fact that the Indemnitee
         is or was an agent of the Corporation. The Indemnitee hereby undertakes
         to repay such  amounts  advanced  only if, and to the extent  that,  it
         shall  ultimately be determined  that the Indemnitee is not entitled to
         be  indemnified by the  Corporation.  The advances to be made hereunder
         shall be paid by the  Corporation  to or on  behalf  of the  Indemnitee
         within 30 days following  delivery of a written request therefor by the
         Indemnitee to the Corporation.

                  Section 5.6 Non-Exclusiveness. The indemnification provided by
         this  Article V shall not be deemed  exclusive  of any other  rights to
         which those seeking  indemnification  may be entitled under any by-law,
         agreement,   vote  of  stockholders  or   disinterested   Directors  or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be a  Director,  officer,  employee or agent
         and  shall   inure  to  the  benefit  of  the  heirs,   executors   and
         administrators of such a person.

                  Section 5.7  Insurance.  The  Corporation  shall have power to
         purchase and maintain insurance on behalf of any person who is or was a
         Director,  officer, employee or agent of the Corporation,  or is or was
         serving  at the  request of the  Corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  such  liability  under the  provisions  of this
         Article V.

                  Section 5.8 Constituent  Corporations.  The Corporation  shall
         have power to indemnify  any person who is or was a director,  officer,
         employee  or  agent  of  a  constituent   corporation   absorbed  in  a
         consolidation  or merger with this  Corporation or is or was serving at
         the request of such  constituent  corporation  as a director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  in the same manner as hereinabove  provided
         for any person who is or was a Director,  officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership, joint venture, trust or other enterprise.

                  Section  5.9  Additional  Indemnification.  In addition to the
         foregoing  provisions of this Article V, the Corporation shall have the
         power,  to the full extent provided by law, to indemnify any person for
         any act or omission of such person against all loss,  cost,  damage and
         expense  (including  attorney's  fees) if such person is determined (in
         the  manner  prescribed  in Section  5.4  hereof) to have acted in good
         faith and in a manner he  reasonably  believed to be in, or not opposed
         to, the best interest of the Corporation.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number   Description

          4.1     NETEGRITY, INC. 1991 DIRECTOR STOCK PLAN.

          4.2     NETEGRITY, INC. 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.

          4.3     NETEGRITY, INC. 1994 NON-EMPLOYEE DIRECTOR PLAN

          5.1     Opinion of Hutchins, Wheeler & Dittmar, A Professional
                  Corporation, as to legality of shares being registered and
                  consent of Hutchins, Wheeler & Dittmar, A Professional
                  Corporation.

         23.1     Consent of  PricewaterhouseCoopers LLP-  Independent Auditors.

         23.2     Consent of Hutchins, Wheeler & Dittmar, A Professional
                  Corporation (included in Exhibit 5.1)

         24.1     Powers of Attorney (See page 5.1).

       Item 9.  Undertakings

       The undersigned Registrant hereby undertakes the following:

       (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 of 1933;

     (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;

     (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 by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

       (c) The  undersigned  registrant  hereby  undertakes,  that,  insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 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  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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  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 Waltham, Massachusetts, September 17, 1999.

                                       NETEGRITY, INC.

                                       By  /s/ James E. Hayden
                                           James E. Hayden
                                           Chief Financial Officer

KNOW ALL MEN BY THESE  PRESENTS that each person whose  signature  appears below
constitutes and appoints James E. Hayden his true and lawful  attorney-in-  fact
and agent, with full power of substitution and resubstitution, for him or in his
name,  place and stead, in any and all capacities to sign any and all amendments
or  post-effective  amendments to this Registration  Statement,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents,  full power and  authority  to do and perform each and every act and
thing  requisite or necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorney-in-  fact and agent, or his 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 and on the dates indicated.
Signature                                          Title                                             Date
/s/Barry N. Bycoff                          Director, President, Chief Executive Officer      September 17, 1999
Barry N. Bycoff                             (principal executive officer and accounting
                                            officer)

/s/Stephen L. Watson                        Chairman of the Board of Directors                September 17, 1999
Stephen L. Watson

/s/ James E. Hayden                         Chief Financial Officer, Vice President of        September 17, 1999
James E. Hayden                             Finance and Administration and Treasurer

/s/Eric R. Giler                            Director                                          September 17, 1999
Eric R. Giler

/s/Michael L. Mark                          Director                                          September 17, 1999
Michael L. Mark

/s/James P. McNiel                          Director                                          September 17, 1999
James P. McNiel

/s/Ralph B. Wagner                          Director                                          September 17, 1999
Ralph B. Wagner
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                 NETEGRITY, INC.
             (Exact name of registrant as specified in its charter)