Registration
                                                         Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                  GO2NET, INC.
               (Exact name of issuer as specified in its charter)

           Delaware                                     91-1710182    
(State of Incorporation)                   (IRS Employer Identification Number)

             999 Third Avenue, Suite 4700, Seattle, Washington 98104
                    (Address of Principal Executive Offices)

                                 (206) 447-1595
              (Registrant's telephone number, including area code)

                       GO2NET, INC. 1996 STOCK OPTION PLAN
                             WEB21 STOCK OPTION PLAN

                            (Full title of the Plan)

                             Thomas M. Camp, 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

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

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

Go2Net, Inc.
1996 Stock
Option Plan              5,087,355 shares(1)           $ 11.64(2)          $ 59,216,812(2)             $ 16,462(2)

Common Stock,            2,912,645 shares              $129.13(3)          $376,109,849(3)             $104,558(3)
$.01 par value 
per share

Web21 Stock
Option Plan                 49,015 shares(4)           $ 21.45(5)          $  1,051,372(5)             $    292(5)

TOTAL                    8,049,015 shares                                  $436,378,033                $121,312

</TABLE>

(1)  Registrant is registering  an aggregate of 8,000,000  shares under its 1996
     Stock Option Plan pursuant to this Registration  Statement.  This aggregate
     number  represents  an increase in the shares  reserved for issuance  under
     Registrant's  1996 Stock  Option  Plan,  which  increase  was  approved  by
     Registrant's  shareholders  at a  meeting  held on March 22,  1999.  Of the
     8,000,000 shares covered by this increase, as of March 31, 1999, 5,087,355
     shares were subject to outstanding options.
<PAGE>

(2)  Computed in accordance with Rule 457(h) under the Securities Act solely 
     for the purpose of calculating the registration  fee.  All such shares 
     are issuable upon the exercise of outstanding  options with fixed exercise
     prices.  The computation  with respect to such  outstanding
     options is based on the weighted  average per share  exercise  price of the
     options, the shares issuable under which are registered hereby.

(3)  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  National
     Market on April 5, 1999.  


(4)  Reflects the number of shares of Go2Net Common Stock issuable upon
     exercise of options granted by Web21 and assumed by Go2Net pursuant to the 
     Agreement and Plan of Merger dated as of December 31, 1998,
     among Go2Net,  WTO Acquisition Corp., Web21 and certain stockholders of
     Web21.  The number of shares issuable upon exercise of such former Web21
     options was determined by multiplying the number of such options
     outstanding on the closing date by 0.06524, the applicable exchange
     factor.

(5)  Computed in accordance with Rule 457(h) under the Securities Act solely for
     the  purpose of  calculating  the  registration  fee.  All such  shares are
     issuable  upon the  exercise of  outstanding  options  with fixed  exercise
     prices.  The computation with respect to such outstanding  options is based
     on the weighted average per share exercise price of the options, the shares
     issuable under which are registered hereby.




                                      - 2 -

<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, 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  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.

Item 6.  Indemnification of Directors and Officers

         As permitted by Section 145 of the Delaware  General  Corporation  Law,
Go2Net's Amended and Restated Certificate of Incorporation, as amended, includes
a provision that eliminates the personal liability of its directors for monetary
damages for breach or alleged  breach of their duty of care.  In  addition,  the
Delaware  General  Corporation  Law and Go2Net's  Amended and  Restated  By-laws
provide for  indemnification  of Go2Net'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 Go2Net,
and  with  respect  to any  criminal  action  or  proceeding,  actions  that the
indemnitee has no reasonable choice to believe were unlawful.

         Go2Net has purchased insurance with respect to, among other things, the
liabilities that may arise under the provisions referred to above. The directors
and  officers  of the  Company  also are insured  against  certain  liabilities,
including  certain  liabilities  arising  under the  Securities  Act of 1933, as
amended,  which might be incurred by them in such  capacities  and against which
they are not indemnified by Go2Net.

         Item 7.  Exemption from Registration Claimed

         Not applicable.



                                      - 3 -

<PAGE>



         Item 8.  Exhibits

         Number              Description

             4.1             GO2NET, INC. 1996 STOCK OPTION PLAN.

             4.2             WEB21 STOCK OPTION 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           Consents of Ernst & Young LLP-Independent Auditors.

             23.2           Consent of HWD (included in Exhibit 5.1)

             24.1           Powers of Attorney (See page S-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 to include
any material information with respect to the plan of distribution not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this 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 this
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 Securities Act of
1933  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 of 1933 and will be governed by the final adjudication of such issue.



                                      - 4 -

<PAGE>



                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 Seattle, Washington, on April 12, 1999.

                               GO2NET, INC.


                               By  /s/ Russell C. Horowitz        
                                   Russell C. Horowitz
                                   Chief Executive Officer

KNOW ALL MEN BY THESE  PRESENTS that each person whose  signature  appears below
constitutes  and appoints  Russell C. Horowitz 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>
<S>                                               <C>                                        <C>

    Signature                                      Title                                             Date

     /s/ Russell C. Horowitz                       Director, Chief Executive                  April 12, 1999
-----------------------------------------
Russell C. Horowitz                                Officer and Chief Financial
                                                   Officer (principal executive
                                                   officer and accounting officer)

     /s/ John Keister                              Director                                  April 12, 1999
-----------------------------------------------
John Keister

     /s/ Dennis Cline                              Director                                   April 12, 1999
----------------------------------------------
Dennis Cline

                                                   Director                                   April __, 1999
------------------------------------------
Martin L. Schoffstall

     /s/ Oren Etzioni                              Director                                   April 12, 1999
Oren Etzioni

     /s/ Michael J. Riccio, Jr.                    Director                                   April 12, 1999
-------------------------------------------
Michael J. Riccio, Jr.                           

</TABLE>




                                       S-1

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549







                                    EXHIBITS

                                       to

                                    FORM S-8






                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933









                                  GO2NET, INC.
             (Exact name of registrant as specified in its charter)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16297}]
{"company-data": {"conformed-name": "GO2NET INC", "cik": "0001029553", "assigned-sic": "7374", "irs-number": "911710182", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76071", "film-number": "99591807"}, "business-address": {"street1": "999 THIRD AVENUE", "street2": "SUITE 4700", "city": "SEATTLE", "state": "WA", "zip": "98004", "phone": "2064471595"}, "mail-address": {"street1": "999 THIRD AVENUE", "street2": "SUITE 4700", "city": "SEATTLE", "state": "WA", "zip": "98004"}}
Registration
                                                         Number 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                  GO2NET, INC.
               (Exact name of issuer as specified in its charter)

           Delaware                                     91-1710182    
(State of Incorporation)                   (IRS Employer Identification Number)

             999 Third Avenue, Suite 4700, Seattle, Washington 98104
                    (Address of Principal Executive Offices)

                                 (206) 447-1595
              (Registrant's telephone number, including area code)

                       GO2NET, INC. 1996 STOCK OPTION PLAN
                             WEB21 STOCK OPTION PLAN

                            (Full title of the Plan)

                             Thomas M. Camp, 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 of
     to be                       to be                         Price           Offering                 Registration
Registered                  Registered                     Per Share             Price                         Fee
Go2Net, Inc.
1996 Stock
Option Plan              5,087,355 shares(1)           $ 11.64(2)          $ 59,216,812(2)             $ 16,462(2)

Common Stock,            2,912,645 shares              $129.13(3)          $376,109,849(3)             $104,558(3)
$.01 par value 
per share

Web21 Stock
Option Plan                 49,015 shares(4)           $ 21.45(5)          $  1,051,372(5)             $    292(5)

TOTAL                    8,049,015 shares                                  $436,378,033                $121,312
(1)  Registrant is registering  an aggregate of 8,000,000  shares under its 1996
     Stock Option Plan pursuant to this Registration  Statement.  This aggregate
     number  represents  an increase in the shares  reserved for issuance  under
     Registrant's  1996 Stock  Option  Plan,  which  increase  was  approved  by
     Registrant's  shareholders  at a  meeting  held on March 22,  1999.  Of the
     8,000,000 shares covered by this increase, as of March 31, 1999, 5,087,355
     shares were subject to outstanding options.
(2)  Computed in accordance with Rule 457(h) under the Securities Act solely 
     for the purpose of calculating the registration  fee.  All such shares 
     are issuable upon the exercise of outstanding  options with fixed exercise
     prices.  The computation  with respect to such  outstanding
     options is based on the weighted  average per share  exercise  price of the
     options, the shares issuable under which are registered hereby.

(3)  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  National
     Market on April 5, 1999.  

(4)  Reflects the number of shares of Go2Net Common Stock issuable upon
     exercise of options granted by Web21 and assumed by Go2Net pursuant to the 
     Agreement and Plan of Merger dated as of December 31, 1998,
     among Go2Net,  WTO Acquisition Corp., Web21 and certain stockholders of
     Web21.  The number of shares issuable upon exercise of such former Web21
     options was determined by multiplying the number of such options
     outstanding on the closing date by 0.06524, the applicable exchange
     factor.

(5)  Computed in accordance with Rule 457(h) under the Securities Act solely for
     the  purpose of  calculating  the  registration  fee.  All such  shares are
     issuable  upon the  exercise of  outstanding  options  with fixed  exercise
     prices.  The computation with respect to such outstanding  options is based
     on the weighted average per share exercise price of the options, the shares
     issuable under which are registered hereby.

                                      - 2 -
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, 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  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.

Item 6.  Indemnification of Directors and Officers

         As permitted by Section 145 of the Delaware  General  Corporation  Law,
Go2Net's Amended and Restated Certificate of Incorporation, as amended, includes
a provision that eliminates the personal liability of its directors for monetary
damages for breach or alleged  breach of their duty of care.  In  addition,  the
Delaware  General  Corporation  Law and Go2Net's  Amended and  Restated  By-laws
provide for  indemnification  of Go2Net'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 Go2Net,
and  with  respect  to any  criminal  action  or  proceeding,  actions  that the
indemnitee has no reasonable choice to believe were unlawful.

         Go2Net has purchased insurance with respect to, among other things, the
liabilities that may arise under the provisions referred to above. The directors
and  officers  of the  Company  also are insured  against  certain  liabilities,
including  certain  liabilities  arising  under the  Securities  Act of 1933, as
amended,  which might be incurred by them in such  capacities  and against which
they are not indemnified by Go2Net.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

                                      - 3 -
Item 8.  Exhibits

         Number              Description

             4.1             GO2NET, INC. 1996 STOCK OPTION PLAN.

             4.2             WEB21 STOCK OPTION 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           Consents of Ernst & Young LLP-Independent Auditors.

             23.2           Consent of HWD (included in Exhibit 5.1)

             24.1           Powers of Attorney (See page S-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 to include
any material information with respect to the plan of distribution not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this 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 this
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 Securities Act of
1933  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 of 1933 and will be governed by the final adjudication of such issue.

                                      - 4 -
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 Seattle, Washington, on April 12, 1999.

                               GO2NET, INC.

                               By  /s/ Russell C. Horowitz        
                                   Russell C. Horowitz
                                   Chief Executive Officer

KNOW ALL MEN BY THESE  PRESENTS that each person whose  signature  appears below
constitutes  and appoints  Russell C. Horowitz 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/ Russell C. Horowitz                       Director, Chief Executive                  April 12, 1999
-----------------------------------------
Russell C. Horowitz                                Officer and Chief Financial
                                                   Officer (principal executive
                                                   officer and accounting officer)

     /s/ John Keister                              Director                                  April 12, 1999
-----------------------------------------------
John Keister

     /s/ Dennis Cline                              Director                                   April 12, 1999
----------------------------------------------
Dennis Cline

                                                   Director                                   April __, 1999
------------------------------------------
Martin L. Schoffstall

     /s/ Oren Etzioni                              Director                                   April 12, 1999
Oren Etzioni

     /s/ Michael J. Riccio, Jr.                    Director                                   April 12, 1999
-------------------------------------------
Michael J. Riccio, Jr.
S-1
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                  GO2NET, INC.
             (Exact name of registrant as specified in its charter)