As filed with the Securities and Exchange Commission on March 8, 2000.

                                                   Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

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

         Delaware                                        04-3153168
  (State of Incorporation)                 (IRS Employer Identification Number)

                    50 Nagog Park, Acton, Massachusetts 01720
               (Address of Principal Executive Offices) (Zip Code)

                                ANDOVER.NET, INC.
                             1999 STOCK OPTION PLAN

                       ANDOVER ADVANCED TECHNOLOGIES, INC.

                                 1995 STOCK PLAN

                            (Full title of the Plans)

                                Bruce A. Twickler
                      President and Chief Executive Officer
                                Andover.Net, Inc.
                                  50 Nagog Park
                           Acton, Massachusetts 01720
                     (Name and address of agent for service)

                                (978) 635-5300
          (Telephone number, including area code, of agent for service)

                                    copy to:

                           David P. Kreisler, 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>

    Title of Securities to be          Amount to be registered (1)      Proposed Maximum      Proposed Maximum         Amount of
            registered                                                 Offering Price Per    Aggregate Offering    Registration Fee
                                                                              Unit
<S>                                    <C>                             <C>                   <C>                   <C>
1999 Stock Option Plan                                                                                                Price
Common Stock, par value                775,595                         $ 6.60(2)             $ 5,118,927.00(2)     $ 1,351.40(2)
$.01 per share                         960,630                         $39.66(3)             $38,098,585.80(3)     $10,058.03(3)

1995 Stock Plan
Common Stock, par value                969,453                         $ 1.06(4)             $ 1,027,620.18(4)    $   271.30(4)
$.01 per share

</TABLE>

(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plans to which this Registration Statement relates.

(2) Computed solely for the purpose of calculating the registration fee under
rule 457(h) under the Securities Act on the basis of the weighted average
exercise price.

(3) Computed  solely for the purpose of calculating the  registration  fee under
Rule 457(h) under the Securities Act on the basis of the average of the high and
low prices of the Common Stock on the Nasdaq National Market on March 1, 2000.

(4) Computed solely for the purpose of calculating the registration  fee under
Rule 457(h) under the Securities Act on the basis of the maximum per share
exercise price.


<PAGE>


                                     PART I

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         Andover.Net,  Inc. (the "Company" or "Andover.Net") hereby incorporates
by reference the  documents  listed in (a) through (c) below.  In addition,  all
documents subsequently filed by Andover.Net pursuant to Section 13(a), 13(c), 14
and 15(d) of the  Securities  Exchange  Act of 1934  (prior  to the  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.  Any  statement  contained
herein or 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 documents which also is or is deemed to be incorporated
by reference herein modifies or supersedes such earlier 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,  except as so
modified or superseded.

     (a)  Andover.Net's  Prospectus  filed  pursuant  to Rule  424(b)  under the
Securities Act of 1933 on December 8, 1999.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 8, 1999.

         (c) The description of Andover.Net's Common Stock which is contained in
the  Registration  Statement  filed by Andover.Net on December 2, 1999 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 shares of Common
Stock  offered  hereby will be passed  upon by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation, Boston, Massachusetts, counsel to Andover.Net. Certain
members  of  Hutchins,  Wheeler  & Dittmar  may be  deemed to have a  beneficial
interest in an aggregate of 6,247 shares of Common Stock.  David P. Kreisler,  a
member of Hutchins, Wheeler & Dittmar, is also the Secretary of Andover.Net.


<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the Delaware General  Corporation Law,  Andover.Net has
included in its  certificate  of  incorporation  a provision  to  eliminate  the
personal  liability of its directors for monetary  damages for breach or alleged
breach of their fiduciary duties as directors, other than breaches of their duty
of loyalty,  actions not in good faith or which involve intentional  misconduct,
or transactions from which they derive improper  personal benefit.  In addition,
its bylaws  provide that  Andover.Net  is required to indemnify its officers and
directors under certain  circumstances,  including those  circumstances in which
indemnification would otherwise be discretionary, and Andover.Net is required to
advance  expenses to its officers and directors as incurred in  connection  with
proceedings  against  them  for  which  they  may be  indemnified.  At  present,
Andover.Net  is not aware of any pending or threatened  litigation or proceeding
involving its directors,  officers, employees or agents in which indemnification
would be required or permitted.  Andover.Net  believes that its  certificate  of
incorporation provisions and indemnification agreements are necessary to attract
and retain qualified persons as directors and officers.

         In  addition  to  indemnification  provisions  in  its  certificate  of
incorporation  and bylaws,  Andover.Net has entered into agreements to indemnify
its non-employee  directors.  These agreements provide for  indemnification  for
some  types  of  expenses,  including  attorneys'  fees,  judgments,  fines  and
settlement  amounts  incurred by persons in any action or proceeding,  including
any action by or in the right of Andover.Net, arising out of their services as a
director of Andover.Net.

         Andover.Net  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  Andover.Net  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 Andover.Net.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8. EXHIBITS

Exhibit
Number

4.1      Andover.Net, Inc. 1999 Stock Option Plan.

4.2      Andover Advanced Technologies, Inc. 1995 Stock Plan.

4.3*     Amended and Restated Certificate of Incorporation of the Registrant.

4.4**    Amended and Restated Bylaws of the Registrant.

5.1      Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1     Consent of Arthur Andersen LLP Boston, Independent Accountants
         regarding Andover.Net, Inc.

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

24.1     Powers of Attorney (included on the signature page of this
            Registration Statement).
-------------------------
* Filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1 (File
  No. 33-87257) and incorporated herein by reference.

** Filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1
   (File No. 33-87257) and incorporated herein by reference.


<PAGE>
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.
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 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement.

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed 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 the City of Acton,  Commonwealth  of  Massachusetts  on March 8,
2000.

                                                 ANDOVER.NET, INC.

                                                 By: /s/ Bruce A. Twickler

                                                 Bruce A. Twickler
                                                 President

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Bruce A. Twickler and Peter A. Phelps and each of
them,   with  the  power  to  act  without  the  other,   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, and each of them, 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 agents or either of them, or their 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/ Bruce A. Twickler                                President, Chief Executive Officer and        March 8, 2000
---------------------------
Bruce A. Twickler                                    Chairman of the Board (principal executive
                                                     officer)

/s/ Peter A. Phelps                                  Chief Financial Officer, (principal           March 8, 2000
---------------------------
Peter A. Phelps                                      financial officer)

/s/ Walter M. Bird, III                              Director                                      March 8, 2000
---------------------------
Walter M. Bird, III

/s/ James D. Logan                                   Director                                      March 8, 2000
---------------------------
James D. Logan

/s/ Louis Page                                       Director                                      March 8, 2000
---------------------------
Louis Page

/s/ John E. Trombly                                  Director                                      March 8, 2000
---------------------------
John E. Trombly

/s/ Thomas R. Shepherd                               Director                                      March 8, 2000
---------------------------
Thomas R. Shepherd

/s/ Robert Malda                                     Director                                      March 8, 2000
------------------------------------
Robert Malda

/s/ Jonathan M. Goldstein                            Director                                      March 8, 2000
-------------------------
Jonathan M. Goldstein
</TABLE>
<PAGE>
                                INDEX TO EXHIBITS

Exhibit
Number

4.1      Andover.Net, Inc. 1999 Stock Option Plan.

4.2      Andover Advanced Technologies, Inc. 1995 Stock Plan.

4.3*       Amended and Restated Certificate of Incorporation of the Registrant.

4.4**      Amended and Restated Bylaws of the Registrant.

5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1       Consent of Arthur Andersen LLP Boston, Independent Accountants
           regarding Andover.Net, Inc.

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

24.1       Powers of Attorney (included on the signature page of this
            Registration Statement).
-------------------------
* Filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1
  (File No. 33-87257) and incorporated herein by reference.

** Filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1
   (File No. 33-87257) and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19637}]
{"company-data": {"conformed-name": "ANDOVER NET INC", "cik": "0001093580", "assigned-sic": "7389", "irs-number": "043153168", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31922", "film-number": "563138"}, "business-address": {"street1": "50 NAGOG PARK", "city": "ACTON", "state": "MA", "zip": "01720", "phone": "9786355300"}, "mail-address": {"street1": "532 GREAT ROAD", "city": "ACTON", "state": "MA", "zip": "01720"}}
As filed with the Securities and Exchange Commission on March 8, 2000.

                                                   Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

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

         Delaware                                        04-3153168
  (State of Incorporation)                 (IRS Employer Identification Number)

                    50 Nagog Park, Acton, Massachusetts 01720
               (Address of Principal Executive Offices) (Zip Code)

                                ANDOVER.NET, INC.
                             1999 STOCK OPTION PLAN

                       ANDOVER ADVANCED TECHNOLOGIES, INC.

                                 1995 STOCK PLAN

                            (Full title of the Plans)

                                Bruce A. Twickler
                      President and Chief Executive Officer
                                Andover.Net, Inc.
                                  50 Nagog Park
                           Acton, Massachusetts 01720
                     (Name and address of agent for service)

                                (978) 635-5300
          (Telephone number, including area code, of agent for service)

                                    copy to:

                           David P. Kreisler, 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
Title of Securities to be          Amount to be registered (1)      Proposed Maximum      Proposed Maximum         Amount of
            registered                                                 Offering Price Per    Aggregate Offering    Registration Fee
                                                                              Unit
1999 Stock Option Plan                                                                                                Price
Common Stock, par value                775,595                         $ 6.60(2)             $ 5,118,927.00(2)     $ 1,351.40(2)
$.01 per share                         960,630                         $39.66(3)             $38,098,585.80(3)     $10,058.03(3)

1995 Stock Plan
Common Stock, par value                969,453                         $ 1.06(4)             $ 1,027,620.18(4)    $   271.30(4)
$.01 per share
(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plans to which this Registration Statement relates.

(2) Computed solely for the purpose of calculating the registration fee under
rule 457(h) under the Securities Act on the basis of the weighted average
exercise price.

(3) Computed  solely for the purpose of calculating the  registration  fee under
Rule 457(h) under the Securities Act on the basis of the average of the high and
low prices of the Common Stock on the Nasdaq National Market on March 1, 2000.

(4) Computed solely for the purpose of calculating the registration  fee under
Rule 457(h) under the Securities Act on the basis of the maximum per share
exercise price.
PART I

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         Andover.Net,  Inc. (the "Company" or "Andover.Net") hereby incorporates
by reference the  documents  listed in (a) through (c) below.  In addition,  all
documents subsequently filed by Andover.Net pursuant to Section 13(a), 13(c), 14
and 15(d) of the  Securities  Exchange  Act of 1934  (prior  to the  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.  Any  statement  contained
herein or 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 documents which also is or is deemed to be incorporated
by reference herein modifies or supersedes such earlier 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,  except as so
modified or superseded.

     (a)  Andover.Net's  Prospectus  filed  pursuant  to Rule  424(b)  under the
Securities Act of 1933 on December 8, 1999.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 8, 1999.

         (c) The description of Andover.Net's Common Stock which is contained in
the  Registration  Statement  filed by Andover.Net on December 2, 1999 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 shares of Common
Stock  offered  hereby will be passed  upon by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation, Boston, Massachusetts, counsel to Andover.Net. Certain
members  of  Hutchins,  Wheeler  & Dittmar  may be  deemed to have a  beneficial
interest in an aggregate of 6,247 shares of Common Stock.  David P. Kreisler,  a
member of Hutchins, Wheeler & Dittmar, is also the Secretary of Andover.Net.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the Delaware General  Corporation Law,  Andover.Net has
included in its  certificate  of  incorporation  a provision  to  eliminate  the
personal  liability of its directors for monetary  damages for breach or alleged
breach of their fiduciary duties as directors, other than breaches of their duty
of loyalty,  actions not in good faith or which involve intentional  misconduct,
or transactions from which they derive improper  personal benefit.  In addition,
its bylaws  provide that  Andover.Net  is required to indemnify its officers and
directors under certain  circumstances,  including those  circumstances in which
indemnification would otherwise be discretionary, and Andover.Net is required to
advance  expenses to its officers and directors as incurred in  connection  with
proceedings  against  them  for  which  they  may be  indemnified.  At  present,
Andover.Net  is not aware of any pending or threatened  litigation or proceeding
involving its directors,  officers, employees or agents in which indemnification
would be required or permitted.  Andover.Net  believes that its  certificate  of
incorporation provisions and indemnification agreements are necessary to attract
and retain qualified persons as directors and officers.

         In  addition  to  indemnification  provisions  in  its  certificate  of
incorporation  and bylaws,  Andover.Net has entered into agreements to indemnify
its non-employee  directors.  These agreements provide for  indemnification  for
some  types  of  expenses,  including  attorneys'  fees,  judgments,  fines  and
settlement  amounts  incurred by persons in any action or proceeding,  including
any action by or in the right of Andover.Net, arising out of their services as a
director of Andover.Net.

         Andover.Net  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  Andover.Net  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 Andover.Net.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8. EXHIBITS

Exhibit
Number

4.1      Andover.Net, Inc. 1999 Stock Option Plan.

4.2      Andover Advanced Technologies, Inc. 1995 Stock Plan.

4.3*     Amended and Restated Certificate of Incorporation of the Registrant.

4.4**    Amended and Restated Bylaws of the Registrant.

5.1      Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1     Consent of Arthur Andersen LLP Boston, Independent Accountants
         regarding Andover.Net, Inc.

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

24.1     Powers of Attorney (included on the signature page of this
            Registration Statement).
-------------------------
* Filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1 (File
  No. 33-87257) and incorporated herein by reference.

** Filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1
   (File No. 33-87257) and incorporated herein by reference.
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.
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 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement.

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed 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 the City of Acton,  Commonwealth  of  Massachusetts  on March 8,
2000.

                                                 ANDOVER.NET, INC.

                                                 By: /s/ Bruce A. Twickler

                                                 Bruce A. Twickler
                                                 President

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Bruce A. Twickler and Peter A. Phelps and each of
them,   with  the  power  to  act  without  the  other,   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, and each of them, 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 agents or either of them, or their 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/ Bruce A. Twickler                                President, Chief Executive Officer and        March 8, 2000
---------------------------
Bruce A. Twickler                                    Chairman of the Board (principal executive
                                                     officer)

/s/ Peter A. Phelps                                  Chief Financial Officer, (principal           March 8, 2000
---------------------------
Peter A. Phelps                                      financial officer)

/s/ Walter M. Bird, III                              Director                                      March 8, 2000
---------------------------
Walter M. Bird, III

/s/ James D. Logan                                   Director                                      March 8, 2000
---------------------------
James D. Logan

/s/ Louis Page                                       Director                                      March 8, 2000
---------------------------
Louis Page

/s/ John E. Trombly                                  Director                                      March 8, 2000
---------------------------
John E. Trombly

/s/ Thomas R. Shepherd                               Director                                      March 8, 2000
---------------------------
Thomas R. Shepherd

/s/ Robert Malda                                     Director                                      March 8, 2000
------------------------------------
Robert Malda

/s/ Jonathan M. Goldstein                            Director                                      March 8, 2000
-------------------------
Jonathan M. Goldstein
INDEX TO EXHIBITS

Exhibit
Number

4.1      Andover.Net, Inc. 1999 Stock Option Plan.

4.2      Andover Advanced Technologies, Inc. 1995 Stock Plan.

4.3*       Amended and Restated Certificate of Incorporation of the Registrant.

4.4**      Amended and Restated Bylaws of the Registrant.

5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1       Consent of Arthur Andersen LLP Boston, Independent Accountants
           regarding Andover.Net, Inc.

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

24.1       Powers of Attorney (included on the signature page of this
            Registration Statement).
-------------------------
* Filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1
  (File No. 33-87257) and incorporated herein by reference.

** Filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1
   (File No. 33-87257) and incorporated herein by reference.