As filed with the Securities and Exchange Commission on April 27, 2000.

                                                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. 2000 STOCK OPTION PLAN

                            (Full title of the Plan)

                               Russell C Horowitz

               Chief Executive Officer and Chief Financial Officer

                                  Go2Net, Inc.

                          999 Third Avenue, Suite 4700

                            Seattle, Washington 98104

                                 (206) 447-1595

            (Name, address and telephone number of agent for service)

                                    copy to:

                         Francis J. Feeney, Jr., Esquire

                           Hutchins, Wheeler & Dittmar

                           A Professional Corporation

                               101 Federal Street

                           Boston, Massachusetts 02110

                                 (617) 951-6600

            (Name, address and telephone number of agent for service)
<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-------------------- -------------------------------------- -------------------- ------------------ ------------------
     Title of             Amount of Securities to be         Proposed Maximum    Proposed Maximum       Amount of
 Securities to be               Registered (1)              Offering Price Per       Aggregate      Registration Fee
    Registered                                                   Share (2)        Offering Price
                                                                                        (2)

-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
<S>                       <C>                                    <C>               <C>                   <C>
Common Stock, par         6,000,000
value $.01 per                                                   $51.3125          $307,875,000          $81,279
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 Plan to which  this  Registration
         Statement relates.

(2)      Calculated solely for the purpose of this offering under Rule 457(h) of
         the  Securities Act of 1933, as amended (the  "Securities  Act") on the
         basis of the high and low selling  prices per share of Go2Net's  Common
         Stock on April 24,  2000,  as  reported on the Nasdaq  National  Market
         which was $51.3125.


<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

         Go2Net,  Inc.  ("Go2Net"  or  the  "Company")  hereby  incorporates  by
reference  the  documents  listed in (a) through  (c) below.  In  addition,  all
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14
and  15(d)  of the  Securities  Exchange  Act of  1934  (prior  to  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
thereof from the date of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the  Exchange  Act on Form 10-K for the fiscal year ended  September
30, 1999 filed on December 29, 1999.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report 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 on April 10,  1997 under the
Exchange  Act,  including  any  amendment  or report  filed for the  purpose  of
updating such description.

         All  documents  subsequently  filed  with the  Commission  pursuant  to
Sections 13(a),  13(b), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
this Registration Statement,  shall be deemed to be incorporated by reference in
this  Registration  Statement  and to be part  hereof 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.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         Inapplicable.

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

          Inapplicable.

Item 8.  Exhibits

Number            Description

4.1      Go2Net, Inc. 2000 Stock Option Plan

4.2      Restated Certificate of Incorporation of Go2Net, Inc.

4.3      Certificate of Designation of Series A Convertible Preferred Stock of
         Go2Net, Inc.  (*)

4.4      Amended and Restated By-Laws of Go2Net, Inc.  (**)

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

23.1     Consent of KPMG LLP, Independent Auditors

23.2     Consent of HWD (included in Exhibit 5.1)

24.1     Powers of Attorney (included on page S-1)

* Incorporated by reference to Exhibit 3.1 to Go2Net, Inc.'s Form 8-K filed with
the Commission on April 12, 1999.

** Incorporated by reference to Exhibit 3.3 to
Go2Net, Inc.'s Registration Statement on Form S-1 filed with the Commission on

         December 31, 1996.


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 this  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 this 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 percent 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 this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          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 with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  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.


<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 27, 2000.

                                 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>
<CAPTION>

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

                                              Director, Chief Executive Officer and Chief
/s/ Russell C. Horowitz                       Financial Officer(principal executive officer
Russell C. Horowitz                           and accounting officer)                           April 27, 2000

/s/ William D. Savoy
William D. Savoy                              Director                                          April 27, 2000

/s/ Diane Daggatt                             Director                                          April 27, 2000
Diane Daggatt

/s/ Dennis Cline
Dennis Cline                                  Director                                          April 27, 2000

/s/ William A. Fleckenstein                   Director                                          April 27, 2000
William A. Fleckenstein

</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": "GO2NET, INC. 2000 STOCK OPTION PLAN", "secsgml_size_bytes": 17680}]
{"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": "333-35712", "film-number": "610253"}, "business-address": {"street1": "999 THIRD AVENUE", "street2": "SUITE 4700", "city": "SEATTLE", "state": "WA", "zip": "98104", "phone": "2064471595"}, "mail-address": {"street1": "999 THIRD AVENUE", "street2": "SUITE 4700", "city": "SEATTLE", "state": "WA", "zip": "98104"}}
As filed with the Securities and Exchange Commission on April 27, 2000.

                                                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. 2000 STOCK OPTION PLAN

                            (Full title of the Plan)

                               Russell C Horowitz

               Chief Executive Officer and Chief Financial Officer

                                  Go2Net, Inc.

                          999 Third Avenue, Suite 4700

                            Seattle, Washington 98104

                                 (206) 447-1595

            (Name, address and telephone number of agent for service)

                                    copy to:

                         Francis J. Feeney, Jr., Esquire

                           Hutchins, Wheeler & Dittmar

                           A Professional Corporation

                               101 Federal Street

                           Boston, Massachusetts 02110

                                 (617) 951-6600

            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------- -------------------------------------- -------------------- ------------------ ------------------
     Title of             Amount of Securities to be         Proposed Maximum    Proposed Maximum       Amount of
 Securities to be               Registered (1)              Offering Price Per       Aggregate      Registration Fee
    Registered                                                   Share (2)        Offering Price
                                                                                        (2)

-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock, par         6,000,000
value $.01 per                                                   $51.3125          $307,875,000          $81,279
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 Plan to which  this  Registration
         Statement relates.

(2)      Calculated solely for the purpose of this offering under Rule 457(h) of
         the  Securities Act of 1933, as amended (the  "Securities  Act") on the
         basis of the high and low selling  prices per share of Go2Net's  Common
         Stock on April 24,  2000,  as  reported on the Nasdaq  National  Market
         which was $51.3125.
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

         Go2Net,  Inc.  ("Go2Net"  or  the  "Company")  hereby  incorporates  by
reference  the  documents  listed in (a) through  (c) below.  In  addition,  all
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14
and  15(d)  of the  Securities  Exchange  Act of  1934  (prior  to  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
thereof from the date of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the  Exchange  Act on Form 10-K for the fiscal year ended  September
30, 1999 filed on December 29, 1999.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report 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 on April 10,  1997 under the
Exchange  Act,  including  any  amendment  or report  filed for the  purpose  of
updating such description.

         All  documents  subsequently  filed  with the  Commission  pursuant  to
Sections 13(a),  13(b), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
this Registration Statement,  shall be deemed to be incorporated by reference in
this  Registration  Statement  and to be part  hereof 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.

Item 4.  Description of Securities

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel

         Inapplicable.

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

          Inapplicable.

Item 8.  Exhibits

Number            Description

4.1      Go2Net, Inc. 2000 Stock Option Plan

4.2      Restated Certificate of Incorporation of Go2Net, Inc.

4.3      Certificate of Designation of Series A Convertible Preferred Stock of
         Go2Net, Inc.  (*)

4.4      Amended and Restated By-Laws of Go2Net, Inc.  (**)

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

23.1     Consent of KPMG LLP, Independent Auditors

23.2     Consent of HWD (included in Exhibit 5.1)

24.1     Powers of Attorney (included on page S-1)

* Incorporated by reference to Exhibit 3.1 to Go2Net, Inc.'s Form 8-K filed with
the Commission on April 12, 1999.

** Incorporated by reference to Exhibit 3.3 to
Go2Net, Inc.'s Registration Statement on Form S-1 filed with the Commission on

         December 31, 1996.

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 this  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 this 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 percent 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 this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          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 with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  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.
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 27, 2000.

                                 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
Director, Chief Executive Officer and Chief
/s/ Russell C. Horowitz                       Financial Officer(principal executive officer
Russell C. Horowitz                           and accounting officer)                           April 27, 2000

/s/ William D. Savoy
William D. Savoy                              Director                                          April 27, 2000

/s/ Diane Daggatt                             Director                                          April 27, 2000
Diane Daggatt

/s/ Dennis Cline
Dennis Cline                                  Director                                          April 27, 2000

/s/ William A. Fleckenstein                   Director                                          April 27, 2000
William A. Fleckenstein
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)