As filed with the Securities and
Exchange Commission on July 13, 1999            Registration No. 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 or Other Jurisdiction of            (I.R.S. Employer
         incorporation or organization)            Identification No.)


                          999 Third Avenue, Suite 4700
                            Seattle, Washington 98104
                                 (206) 447-1595
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

               AUTHORIZE.NET CORPORATION 1999 STOCK INCENTIVE PLAN
                   HAGGLE ONLINE, INC. STOCK OPTION AGREEMENT
                     IQC CORPORATION STOCK OPTION AGREEMENT

                            (Full title of the Plans)

                         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>

                                                                                      Proposed
                                                               Proposed                Maximum
     Title of Each Class of           Amount to be         Maximum Offering      Aggregate Offering         Amount of
  Securities to be Registered          Registered         Price Per Share(2)            Price            Registration Fee
<S>                                <C>                        <C>                    <C>                      <C>

Authorize.Net Corporation
1999 Stock Incentive Plan
Common Stock, $.01 par
value per share. . . . . . . .     101,825 shares(1)          $0.7954854             $81,000.30               $22.52
================================  ===================== ======================  =====================  ====================
Haggle Online, Inc. Stock
Option Agreement
Common Stock, $.01 par
value per share..............         64 shares(3)              $61.00                $3,904.00               $ 1.09
================================  ===================== ======================  =====================  ====================
IQC Corporation Stock
Option Agreement
Common Stock, $.01 par
value $.01 per share                70,578 shares(4)            $3.13                $220,909.14              $61.44
================================  ===================== ======================  =====================  ====================
TOTAL                              172,467 shares               $64.93               $305,813.44              $85.04
================================  ===================== ======================  =====================  ====================

</TABLE>

(1)  Represents the number of shares of Go2Net Common Stock,  $.01 par value per
     share   issuable  upon  exercise  of  options   granted  by   Authorize.Net
     Corporation  and assumed by Go2Net  pursuant to the  Agreement  and Plan of
     Merger  dated as of July 1,  1999,  among  Go2Net,  3I  Acquisition  Corp.,
     Authorize.Net  Corporation and the principal shareholders of Authorize. The
     number of shares  issuable upon exercise of such former  Authorize  options
     was determined by multiplying the number of such options outstanding on the
     closing date by 1.2571, the applicable conversion ratio.

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

(3)  Represents the number of shares of Go2Net Common Stock,  $.01 par value per
     share issuable upon exercise of options granted by Haggle Online,  Inc. and
     assumed by Go2Net  pursuant to the Agreement and Plan of Merger dated as of
     April  15,  1999,  among  Go2Net,  HO  Acquisition  Corp.,  Haggle  and the
     stockholders of Haggle. The number of shares issuable upon exercise of such
     former  Haggle  options was  determined by  multiplying  the number of such
     options  outstanding  on  the  closing  date  by  .010249,  the  applicable
     conversion ratio.

(4)  Represents  the  number  of shares of Go2Net  Common  Stock  issuable  upon
     exercise of options  granted by IQC and  assumed by Go2Net  pursuant to the
     Agreement  and  Plan  of  Merger  dated  May 13,  1999,  among  Go2Net,  VA
     Acquisition  Corp.,  IQC, the stockholders of IQC and the option holders of
     IQC. The number of shares issuable upon exercise of such former IQC options
     was determined by multiplying the number of such options outstanding on the
     closing date by .0161875, the applicable conversion ratio.


                                      - 2 -

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Go2Net hereby incorporates by reference the documents listed in (a) through
(c) below. In addition,  all documents  subsequently filed by Go2Net 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.

     (a) Go2Net's  latest annual report filed pursuant to Section 13(a) or 15(d)
of the Securities  Exchange Act of 1934 or the latest  Prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933,  which contains either directly
or by  incorporation  by reference  audited  financial  statements  for Go2Net's
latest fiscal year for which such statements have been filed.

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

     (c) The  description  of Go2Net's  Common  Stock which is  contained in the
Registration  Statement  filed by Go2Net  under the  Securities  Exchange Act of
1934,  including  any amendment or report filed for the purpose of updating such
description.

Item 4.  Description of Securities

Inapplicable.

Item 5.  Interests of Named Experts and Counsel

The  validity of the  authorization  and  issuance of the Common  Stock  offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation, Boston, Massachusetts.

Item 6.  Indemnification of Directors and Officers

As permitted by Section 145 of the Delaware General  Corporation  Law,  Go2Net's
Amended and  Restated  Certificate  of  Incorporation,  as  amended,  includes a
provision that  eliminates the personal  liability of its directors for monetary
damages for breach or alleged  breach of their duty of care.  In  addition,  the
Delaware  General  Corporation  Law and Go2Net's  Amended and  Restated  By-laws
provide for  indemnification  of Go2Net's directors and officers for liabilities
and expenses that they may incur in such capacities.  In general,  directors and
officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed to be in, or not opposed to, the best  interests of Go2Net,
and  with  respect  to any  criminal  action  or  proceeding,  actions  that the
indemnitee has no reasonable choice to believe were unlawful.

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

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

         Number            Description

         4.1               Authorize.Net Corporation Stock Incentive Plan

         4.2               Haggle Online, Inc. Stock Option Agreement

         4.3               Form of IQC Corporation Stock Option Agreement

                                      - 3 -

<PAGE>



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

         23.1              Consents of Ernst & Young LLP Independent Auditors.

         23.2              Consent of HWD (included in Exhibit 5.1)

         24.1              Powers of Attorney (See page S-1).

Item 9.  Undertakings

         A.       UNDERTAKING PURSUANT TO RULE 415

         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  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) to include any
                           prospectus   required  by  Section  10(a)(3)  of  the
                           Securities  Act of 1933;  and (iii) 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;

                  (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; and

                  (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
                           this offering.

         Provided,  however, that paragraphs A(1)(ii) and A(1)(iii) 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.

           B.    UNDERTAKING REGARDING FILINGS INCORPORATING SUBSEQUENT EXCHANGE
                  ACT DOCUMENTS BY REFERENCE AND ANNUAL AND QUARTERLY REPORTS

         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 Section 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.

<PAGE>
         C.       UNDERTAKING IN RESPECT OF INDEMNIFICATION

         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 Securities  and Exchange  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.

                                     * * * *

                                      - 4 -

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Seattle, Washington, on July 13, 1999.

                                    GO2NET, INC.

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


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

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

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

Signature                                Title                                             Date
/s/ Russell C. Horowitz                  Director, Chief Executive Officer and Chief       July 13, 1999
Russell C. Horowitz                      Financial Officer (principal executive officer
                                         and accounting officer)
/s/ William A. Fleckenstein              Director                                          July 13, 1999
William A. Fleckenstein
/s/ Dennis Cline                         Director                                          July 13, 1999
Dennis Cline
/s/ William D. Savoy                     Director                                          July 13, 1999
William D. Savoy
/s/ Diane Daggatt                        Director                                          July 13, 1999
Diane Daggatt

</TABLE>


                                      - 5 -

<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)



                                      - 6 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18070}]
{"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": "333-82765", "film-number": "99663725"}, "business-address": {"street1": "999 THIRD AVENUE", "street2": "SUITE 4700", "city": "SEATTLE", "state": "WA", "zip": "98004", "phone": "2064471595"}, "mail-address": {"street1": "999 THIRD AVENUE", "street2": "SUITE 4700", "city": "SEATTLE", "state": "WA", "zip": "98004"}}
As filed with the Securities and
Exchange Commission on July 13, 1999            Registration No. 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 or Other Jurisdiction of            (I.R.S. Employer
         incorporation or organization)            Identification No.)

                          999 Third Avenue, Suite 4700
                            Seattle, Washington 98104
                                 (206) 447-1595
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

               AUTHORIZE.NET CORPORATION 1999 STOCK INCENTIVE PLAN
                   HAGGLE ONLINE, INC. STOCK OPTION AGREEMENT
                     IQC CORPORATION STOCK OPTION AGREEMENT

                            (Full title of the Plans)

                         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
Proposed
                                                               Proposed                Maximum
     Title of Each Class of           Amount to be         Maximum Offering      Aggregate Offering         Amount of
  Securities to be Registered          Registered         Price Per Share(2)            Price            Registration Fee
Authorize.Net Corporation
1999 Stock Incentive Plan
Common Stock, $.01 par
value per share. . . . . . . .     101,825 shares(1)          $0.7954854             $81,000.30               $22.52
================================  ===================== ======================  =====================  ====================
Haggle Online, Inc. Stock
Option Agreement
Common Stock, $.01 par
value per share..............         64 shares(3)              $61.00                $3,904.00               $ 1.09
================================  ===================== ======================  =====================  ====================
IQC Corporation Stock
Option Agreement
Common Stock, $.01 par
value $.01 per share                70,578 shares(4)            $3.13                $220,909.14              $61.44
================================  ===================== ======================  =====================  ====================
TOTAL                              172,467 shares               $64.93               $305,813.44              $85.04
================================  ===================== ======================  =====================  ====================
(1)  Represents the number of shares of Go2Net Common Stock,  $.01 par value per
     share   issuable  upon  exercise  of  options   granted  by   Authorize.Net
     Corporation  and assumed by Go2Net  pursuant to the  Agreement  and Plan of
     Merger  dated as of July 1,  1999,  among  Go2Net,  3I  Acquisition  Corp.,
     Authorize.Net  Corporation and the principal shareholders of Authorize. The
     number of shares  issuable upon exercise of such former  Authorize  options
     was determined by multiplying the number of such options outstanding on the
     closing date by 1.2571, the applicable conversion ratio.

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

(3)  Represents the number of shares of Go2Net Common Stock,  $.01 par value per
     share issuable upon exercise of options granted by Haggle Online,  Inc. and
     assumed by Go2Net  pursuant to the Agreement and Plan of Merger dated as of
     April  15,  1999,  among  Go2Net,  HO  Acquisition  Corp.,  Haggle  and the
     stockholders of Haggle. The number of shares issuable upon exercise of such
     former  Haggle  options was  determined by  multiplying  the number of such
     options  outstanding  on  the  closing  date  by  .010249,  the  applicable
     conversion ratio.

(4)  Represents  the  number  of shares of Go2Net  Common  Stock  issuable  upon
     exercise of options  granted by IQC and  assumed by Go2Net  pursuant to the
     Agreement  and  Plan  of  Merger  dated  May 13,  1999,  among  Go2Net,  VA
     Acquisition  Corp.,  IQC, the stockholders of IQC and the option holders of
     IQC. The number of shares issuable upon exercise of such former IQC options
     was determined by multiplying the number of such options outstanding on the
     closing date by .0161875, the applicable conversion ratio.

                                      - 2 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Go2Net hereby incorporates by reference the documents listed in (a) through
(c) below. In addition,  all documents  subsequently filed by Go2Net 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.

     (a) Go2Net's  latest annual report filed pursuant to Section 13(a) or 15(d)
of the Securities  Exchange Act of 1934 or the latest  Prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933,  which contains either directly
or by  incorporation  by reference  audited  financial  statements  for Go2Net's
latest fiscal year for which such statements have been filed.

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

     (c) The  description  of Go2Net's  Common  Stock which is  contained in the
Registration  Statement  filed by Go2Net  under the  Securities  Exchange Act of
1934,  including  any amendment or report filed for the purpose of updating such
description.

Item 4.  Description of Securities

Inapplicable.

Item 5.  Interests of Named Experts and Counsel

The  validity of the  authorization  and  issuance of the Common  Stock  offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation, Boston, Massachusetts.

Item 6.  Indemnification of Directors and Officers

As permitted by Section 145 of the Delaware General  Corporation  Law,  Go2Net's
Amended and  Restated  Certificate  of  Incorporation,  as  amended,  includes a
provision that  eliminates the personal  liability of its directors for monetary
damages for breach or alleged  breach of their duty of care.  In  addition,  the
Delaware  General  Corporation  Law and Go2Net's  Amended and  Restated  By-laws
provide for  indemnification  of Go2Net's directors and officers for liabilities
and expenses that they may incur in such capacities.  In general,  directors and
officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed to be in, or not opposed to, the best  interests of Go2Net,
and  with  respect  to any  criminal  action  or  proceeding,  actions  that the
indemnitee has no reasonable choice to believe were unlawful.

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

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

         Number            Description

         4.1               Authorize.Net Corporation Stock Incentive Plan

         4.2               Haggle Online, Inc. Stock Option Agreement

         4.3               Form of IQC Corporation Stock Option Agreement

                                      - 3 -
5.1               Opinion  of Hutchins, Wheeler & Dittmar, A
                           Professional Corporation,  as to legality of shares
                           being registered and consent of Hutchins, Wheeler &
                           Dittmar, A Professional Corporation.

         23.1              Consents of Ernst & Young LLP Independent Auditors.

         23.2              Consent of HWD (included in Exhibit 5.1)

         24.1              Powers of Attorney (See page S-1).

Item 9.  Undertakings

         A.       UNDERTAKING PURSUANT TO RULE 415

         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  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) to include any
                           prospectus   required  by  Section  10(a)(3)  of  the
                           Securities  Act of 1933;  and (iii) 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;

                  (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; and

                  (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
                           this offering.

         Provided,  however, that paragraphs A(1)(ii) and A(1)(iii) 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.

           B.    UNDERTAKING REGARDING FILINGS INCORPORATING SUBSEQUENT EXCHANGE
                  ACT DOCUMENTS BY REFERENCE AND ANNUAL AND QUARTERLY REPORTS

         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 Section 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.
C.       UNDERTAKING IN RESPECT OF INDEMNIFICATION

         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 Securities  and Exchange  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.

                                     * * * *

                                      - 4 -
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Seattle, Washington, on July 13, 1999.

                                    GO2NET, INC.

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

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

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                Title                                             Date
/s/ Russell C. Horowitz                  Director, Chief Executive Officer and Chief       July 13, 1999
Russell C. Horowitz                      Financial Officer (principal executive officer
                                         and accounting officer)
/s/ William A. Fleckenstein              Director                                          July 13, 1999
William A. Fleckenstein
/s/ Dennis Cline                         Director                                          July 13, 1999
Dennis Cline
/s/ William D. Savoy                     Director                                          July 13, 1999
William D. Savoy
/s/ Diane Daggatt                        Director                                          July 13, 1999
Diane Daggatt
- 5 -
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)

                                      - 6 -