<PAGE>

     As filed with the Securities and Exchange Commission on June 23, 2000
                                                           Registration No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             PRIME RESPONSE, INC.
            (Exact Name of Registrant as Specified in Its Charter)

Delaware                                               13-3972166
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

150 CambridgePark Drive, Cambridge, Massachusetts             02140
(Address of Principal Executive Offices)                    (Zip Code)

                     1998 STOCK OPTION/STOCK ISSUANCE PLAN
                           (Full Title of the Plan)

                                 PETER J. BONI
                     President and Chief Executive Officer
                             PRIME RESPONSE, INC.
                            150 CambridgePark Drive
                        Cambridge, Massachusetts  02140
                    (Name and Address of Agent for Service)

                                (617) 876-8300
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
       Title of                           Proposed Maximum          Proposed
      Securities            Amount            Offering               Maximum              Amount of
        to be               to be               Price           Aggregate Offering      Registration
      Registered          Registered          Per Share               Price                  Fee
      ----------          ----------          ---------               -----                  ---
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>             <C>                    <C>                   <C>
   Common Stock,          3,273,225            5.61(1)            $18,362,793(1)            $4,848
   $0.01 par value          shares
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended.
<PAGE>

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

     The information required by Part I is included in documents sent or given
to participants in Prime Response, Inc.'s ("the Registrant") 1998 Stock
Option/Stock Issuance Plan pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:

          (1)  The Registrant's latest annual report filed pursuant to Section
          13(a) or 15(d) of the Exchange Act, or the latest prospectus filed
          pursuant to Rule 424(b) under the Securities Act that contains audited
          financial statements for the Registrant's latest fiscal year for which
          such statements have been filed.


          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the document
          referred to in (1) above.

          (3)  The description of the common stock of the Registrant, $0.01 par
          value per share (the "Common Stock"), contained in a registration
          statement on Form 8-A filed under the Exchange Act, including any
          amendment or report filed for the purpose of updating such
          description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

     Item 4.  Description of Securities.

     Not applicable.

                                     II-2
<PAGE>

     Item 5. Interests of Named Experts and Counsel.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

     Article EIGHTH of the Registrant's Third Amended and Restated Certificate
of Incorporation (the "Restated Certificate of Incorporation") provides that no
director of the Registrant shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law (the "Law") prohibits the elimination or
limitation of liability of directors for breach of fiduciary duty.

     Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any litigation
or other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all reasonable expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request, unless it is determined that he 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 Registrant, and, with respect to any
criminal action or proceeding had reasonable cause to believe that his conduct
was unlawful, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

     Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director
did not meet the applicable standard of conduct required for indemnification, or
if the Registrant fails to make an indemnification payment within 60 days after
such payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of indemnification,
the director or officer

                                     II-3
<PAGE>

must give the Registrant notice of the action for which indemnity is sought and
the Registrant has the right to participate in such action or assume the defense
thereof.

     Article NINTH of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive and
that Registrant may enter into agreements with officers and directors providing
for indemnification rights and procedures different from those set forth in the
Restated Certificate of Incorporation.

     Section 145 of the Law provides that a corporation has the power to
indemnify a director, officer, employee or agent of the corporation and certain
other persons serving at the request of the corporation in related capacities
against amounts paid and expenses incurred in connection with an action or
proceeding to which he is, or is threatened to be, made a party by reason of
such position, if such person shall have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in any criminal proceeding, if such person had no reasonable
cause to believe his conduct was unlawful; provided that, in the case of actions
brought by or in the right of the corporation, no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the adjudicating
court determines that such indemnification is proper under the circumstances.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     The exhibit index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.

     1.   The 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;

               (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; and

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

                                     II-4
<PAGE>

          provided, however, that paragraphs (i) and (ii) do not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          registration statement.

          (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     2.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cambridge, Massachusetts, on this 23rd day of June, 2000.



                                        PRIME RESPONSE, INC.

                                        By: /s/ Peter J. Boni
                                           ----------------------------
                                           Peter J. Boni
                                           President and Chief Executive
                                           Officer


                       POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Prime Response, Inc. hereby
severally constitute and appoint Peter J. Boni and Frederick H. Phillips, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the registration statement on Form S-8 filed herewith and any and all
subsequent amendments to said registration statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable Prime Response, Inc. to comply with all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said registration statement
and any and all amendments thereto.

                                     II-6
<PAGE>

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

<TABLE>
<CAPTION>
              Signature                            Title                           Date
<S>                                    <C>                                     <C>
/s/ Peter J. Boni
----------------------------           President, Chief Executive Officer      June 23, 2000
Peter J. Boni                          and Director (Principal Executive
                                       Officer)

/s/ Frederick H. Phillips
----------------------------           Chief Financial Officer, Treasurer      June 23, 2000
Frederick H. Phillips                  and Secretary (Principal Financial
                                       Officer and Principal Accounting
                                       Officer)

/s/ Richard S. Braddock
----------------------------           Director                                June 23, 2000
Richard S. Braddock


/s/ James Carling
----------------------------           Director                                June 23, 2000
James Carling


/s/ William E. Ford
----------------------------           Director                                June 15, 2000
William E. Ford


/s/ Terence H. Osborne
----------------------------           Director                                June 23, 2000
Terence H. Osborne


/s/ Marc McMorris
----------------------------           Director                                June 15, 2000
Marc McMorris
</TABLE>

                                     II-7
<PAGE>

                                 EXHIBIT INDEX

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

3.1 (1)   Third Amended and Restated Certificate of Incorporation of the
          Registrant.

3.2 (1)   Amended and Restated By-Laws of the Registrant.

4.1 (1)   Specimen certificate for shares of the Registrant's common stock.

5.1       Opinion of Hale and Dorr LLP.

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

23.2      Consent of PricewaterhouseCoopers LLP.

24.1      Power of Attorney (included in page II-6).



______________________________________________________________________________
(1)  Incorporated herein by reference from the Registrant's registration
     statement on Form S-1, as amended (File No. 333-92461).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19030}]
{"company-data": {"conformed-name": "PRIME RESPONSE INC/DE", "cik": "0001096839", "assigned-sic": "7372", "irs-number": "133972166", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40040", "film-number": "660159"}, "business-address": {"street1": "150 CAMBRIDGE DR", "city": "CAMBRIDGE", "state": "MA", "zip": "02140", "phone": "6178768300"}, "mail-address": {"street1": "150 CAMBRIDGE PARK DR", "city": "CAMBRIDGE", "state": "MA", "zip": "02140"}, "former-company": {"former-conformed-name": "PRIME RESPONSE GROUP INC/DE", "date-changed": "19991014"}}
As filed with the Securities and Exchange Commission on June 23, 2000
                                                           Registration No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             PRIME RESPONSE, INC.
            (Exact Name of Registrant as Specified in Its Charter)

Delaware                                               13-3972166
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

150 CambridgePark Drive, Cambridge, Massachusetts             02140
(Address of Principal Executive Offices)                    (Zip Code)

                     1998 STOCK OPTION/STOCK ISSUANCE PLAN
                           (Full Title of the Plan)

                                 PETER J. BONI
                     President and Chief Executive Officer
                             PRIME RESPONSE, INC.
                            150 CambridgePark Drive
                        Cambridge, Massachusetts  02140
                    (Name and Address of Agent for Service)

                                (617) 876-8300
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
       Title of                           Proposed Maximum          Proposed
      Securities            Amount            Offering               Maximum              Amount of
        to be               to be               Price           Aggregate Offering      Registration
      Registered          Registered          Per Share               Price                  Fee
      ----------          ----------          ---------               -----                  ---
-----------------------------------------------------------------------------------------------------------------
Common Stock,          3,273,225            5.61(1)            $18,362,793(1)            $4,848
   $0.01 par value          shares
-----------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as
     amended.
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in Prime Response, Inc.'s ("the Registrant") 1998 Stock
Option/Stock Issuance Plan pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:

          (1)  The Registrant's latest annual report filed pursuant to Section
          13(a) or 15(d) of the Exchange Act, or the latest prospectus filed
          pursuant to Rule 424(b) under the Securities Act that contains audited
          financial statements for the Registrant's latest fiscal year for which
          such statements have been filed.

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the document
          referred to in (1) above.

          (3)  The description of the common stock of the Registrant, $0.01 par
          value per share (the "Common Stock"), contained in a registration
          statement on Form 8-A filed under the Exchange Act, including any
          amendment or report filed for the purpose of updating such
          description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

     Item 4.  Description of Securities.

     Not applicable.

                                     II-2
Item 5. Interests of Named Experts and Counsel.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

     Article EIGHTH of the Registrant's Third Amended and Restated Certificate
of Incorporation (the "Restated Certificate of Incorporation") provides that no
director of the Registrant shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law (the "Law") prohibits the elimination or
limitation of liability of directors for breach of fiduciary duty.

     Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any litigation
or other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all reasonable expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request, unless it is determined that he 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 Registrant, and, with respect to any
criminal action or proceeding had reasonable cause to believe that his conduct
was unlawful, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

     Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director
did not meet the applicable standard of conduct required for indemnification, or
if the Registrant fails to make an indemnification payment within 60 days after
such payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of indemnification,
the director or officer

                                     II-3
must give the Registrant notice of the action for which indemnity is sought and
the Registrant has the right to participate in such action or assume the defense
thereof.

     Article NINTH of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive and
that Registrant may enter into agreements with officers and directors providing
for indemnification rights and procedures different from those set forth in the
Restated Certificate of Incorporation.

     Section 145 of the Law provides that a corporation has the power to
indemnify a director, officer, employee or agent of the corporation and certain
other persons serving at the request of the corporation in related capacities
against amounts paid and expenses incurred in connection with an action or
proceeding to which he is, or is threatened to be, made a party by reason of
such position, if such person shall have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in any criminal proceeding, if such person had no reasonable
cause to believe his conduct was unlawful; provided that, in the case of actions
brought by or in the right of the corporation, no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the adjudicating
court determines that such indemnification is proper under the circumstances.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     The exhibit index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.

     1.   The 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;

               (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; and

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

                                     II-4
provided, however, that paragraphs (i) and (ii) do not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          registration statement.

          (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     2.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cambridge, Massachusetts, on this 23rd day of June, 2000.

                                        PRIME RESPONSE, INC.

                                        By: /s/ Peter J. Boni
                                           ----------------------------
                                           Peter J. Boni
                                           President and Chief Executive
                                           Officer

                       POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Prime Response, Inc. hereby
severally constitute and appoint Peter J. Boni and Frederick H. Phillips, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the registration statement on Form S-8 filed herewith and any and all
subsequent amendments to said registration statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable Prime Response, Inc. to comply with all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said registration statement
and any and all amendments thereto.

                                     II-6
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                            Title                           Date
/s/ Peter J. Boni
----------------------------           President, Chief Executive Officer      June 23, 2000
Peter J. Boni                          and Director (Principal Executive
                                       Officer)

/s/ Frederick H. Phillips
----------------------------           Chief Financial Officer, Treasurer      June 23, 2000
Frederick H. Phillips                  and Secretary (Principal Financial
                                       Officer and Principal Accounting
                                       Officer)

/s/ Richard S. Braddock
----------------------------           Director                                June 23, 2000
Richard S. Braddock

/s/ James Carling
----------------------------           Director                                June 23, 2000
James Carling

/s/ William E. Ford
----------------------------           Director                                June 15, 2000
William E. Ford

/s/ Terence H. Osborne
----------------------------           Director                                June 23, 2000
Terence H. Osborne

/s/ Marc McMorris
----------------------------           Director                                June 15, 2000
Marc McMorris
II-7
EXHIBIT INDEX

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

3.1 (1)   Third Amended and Restated Certificate of Incorporation of the
          Registrant.

3.2 (1)   Amended and Restated By-Laws of the Registrant.

4.1 (1)   Specimen certificate for shares of the Registrant's common stock.

5.1       Opinion of Hale and Dorr LLP.

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

23.2      Consent of PricewaterhouseCoopers LLP.

24.1      Power of Attorney (included in page II-6).

______________________________________________________________________________
(1)  Incorporated herein by reference from the Registrant's registration
     statement on Form S-1, as amended (File No. 333-92461).