<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 2000
                                                           Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           SWITCHBOARD INCORPORATED
            (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                                 04-3321134
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

115 FLANDERS ROAD, WESTBORO, MASSACHUSETTS               01581
(Address of Principal Executive Offices)                 (Zip Code)

                           1996 STOCK INCENTIVE PLAN
                           1999 STOCK INCENTIVE PLAN
                           (Full Title of the Plan)

                                 DEAN POLNEROW
                                   PRESIDENT
                           SWITCHBOARD INCORPORATED
                               115 FLANDERS ROAD
                        WESTBORO, MASSACHUSETTS  01581
                    (Name and Address of Agent for Service)

                                (508) 898-1122
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

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

Common Stock,           4,721,376 shares(1)   $1.00-$15.00(2)        $45,230,637(2)         $11,941
$0.01 par value
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Consists of 2,846,376 shares issuable under the 1996 Stock Incentive Plan
     and 1,875,000 shares issuable under the 1999 Stock Incentive Plan.
     Following the expiration of the 1996 Stock Incentive Plan, the unissued
     balance of the shares issuable under the 1996 Stock Incentive Plan will be
     issuable under the 1999 Stock Incentive Plan.
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
     price per share and aggregate offering price are calculated on the basis of
     (a) $6.72, the weighted average exercise price of the 3,090,580
     shares subject to outstanding stock option grants under the 1996 Stock
     Incentive Plan and the 1999 Stock Incentive Plan, at prices from $1.00 to
     $11.00, and (b) the initial public offering price of $15.00 per share of
     Switchboard Incorporated's common stock for the 1,630,796 shares issuable
     under the 1996 and 1999 Stock Incentive Plans which are not subject to
     outstanding options.
<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 the Registrant's 1996 Stock Incentive Plan and 1999 Stock
Incentive 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 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 SEVENTH of the Registrant's amended and 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 prohibits the
elimination or limitation of liability of directors for breach of fiduciary
duty.

     Article EIGHTH of the Registrant's amended and 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 expenses (including attorneys' fees) incurred in
connection therewith.  Expenses shall be advanced to a director or officer at
his request, 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
or officer 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

                                      II-3
<PAGE>

officer 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 EIGHTH of the Registrant's amended and restated certificate of
incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

     Section 145 of the Delaware General Corporation 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;

               (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 Boston, Massachusetts, on this 2nd day of March, 2000.


                              SWITCHBOARD INCORPORATED

                              By:  /s/ John P. Jewett
                                 ---------------------
                                   John P. Jewett
                                   Vice President and Chief Financial
                                   Officer


                       POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Switchboard Incorporated
hereby severally constitute and appoint Douglas J. Greenlaw, Dean Polnerow, John
P. Jewett and Jonathan Wolfman, 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 Switchboard
Incorporated 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/ Douglas J. Greenlaw                Chief Executive Officer and          March 2, 2000
-------------------------------------  Director (Principal Executive
Douglas J. Greenlaw                    Officer)

/s/ Dean Polnerow                      President and Director               March 2, 2000
-------------------------------------
Dean Polnerow

/s/ John P. Jewett                     Vice President, Chief Financial      March 2, 2000
-------------------------------------  Officer, Treasurer and Secretary
John P. Jewett                         (Principal Financial Officer and
                                       Principal Accounting Officer)

/s/ William P. Ferry                   Chairman of the Board of Directors   March 2, 2000
-------------------------------------
William P. Ferry

/s/ Daniel R. Mason                    Director                             March 2, 2000
-------------------------------------
Daniel R. Mason

/s/ Russell I. Pillar                  Director                             March 2, 2000
-------------------------------------
Russell I. Pillar

/s/ Richard M. Spaulding               Director                             March 2, 2000
-------------------------------------
Richard M. Spaulding

/s/ David N. Strohm                    Director                             March 2, 2000
-------------------------------------
David N. Strohm

/s/ Robert M. Wadsworth                Director                             March 2, 2000
-------------------------------------
Robert M. Wadsworth
</TABLE>

                                      II-7
<PAGE>

                                 EXHIBIT INDEX

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

3.1 (1)   Certificate of Incorporation of the Registrant.

3.2 (1)   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. 333-90013).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19934}]
{"company-data": {"conformed-name": "SWITCHBOARD INC", "cik": "0001085223", "assigned-sic": "7389", "irs-number": "043321134", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31498", "film-number": "559746"}, "business-address": {"street1": "115 FLANDERS RD", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "5088981122"}, "mail-address": {"street1": "115 FLANDERS ROAD", "city": "WESTBOROUGH", "state": "MA", "zip": "01581"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 2000
                                                           Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           SWITCHBOARD INCORPORATED
            (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                                 04-3321134
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

115 FLANDERS ROAD, WESTBORO, MASSACHUSETTS               01581
(Address of Principal Executive Offices)                 (Zip Code)

                           1996 STOCK INCENTIVE PLAN
                           1999 STOCK INCENTIVE PLAN
                           (Full Title of the Plan)

                                 DEAN POLNEROW
                                   PRESIDENT
                           SWITCHBOARD INCORPORATED
                               115 FLANDERS ROAD
                        WESTBORO, MASSACHUSETTS  01581
                    (Name and Address of Agent for Service)

                                (508) 898-1122
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
                                                                      Proposed
       Title of                              Proposed Maximum         Maximum
      Securities              Amount             Offering            Aggregate             Amount of
        to be                 to be               Price                Offering            Registration
      Registered            Registered          Per Share               Price                 Fee
      ----------            ----------          ---------               -----                 ---
-----------------------------------------------------------------------------------------------------------
Common Stock,           4,721,376 shares(1)   $1.00-$15.00(2)        $45,230,637(2)         $11,941
$0.01 par value
-----------------------------------------------------------------------------------------------------------
(1)  Consists of 2,846,376 shares issuable under the 1996 Stock Incentive Plan
     and 1,875,000 shares issuable under the 1999 Stock Incentive Plan.
     Following the expiration of the 1996 Stock Incentive Plan, the unissued
     balance of the shares issuable under the 1996 Stock Incentive Plan will be
     issuable under the 1999 Stock Incentive Plan.
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
     price per share and aggregate offering price are calculated on the basis of
     (a) $6.72, the weighted average exercise price of the 3,090,580
     shares subject to outstanding stock option grants under the 1996 Stock
     Incentive Plan and the 1999 Stock Incentive Plan, at prices from $1.00 to
     $11.00, and (b) the initial public offering price of $15.00 per share of
     Switchboard Incorporated's common stock for the 1,630,796 shares issuable
     under the 1996 and 1999 Stock Incentive Plans which are not subject to
     outstanding options.
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 the Registrant's 1996 Stock Incentive Plan and 1999 Stock
Incentive 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 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 SEVENTH of the Registrant's amended and 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 prohibits the
elimination or limitation of liability of directors for breach of fiduciary
duty.

     Article EIGHTH of the Registrant's amended and 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 expenses (including attorneys' fees) incurred in
connection therewith.  Expenses shall be advanced to a director or officer at
his request, 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
or officer 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

                                      II-3
officer 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 EIGHTH of the Registrant's amended and restated certificate of
incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

     Section 145 of the Delaware General Corporation 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;

               (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 Boston, Massachusetts, on this 2nd day of March, 2000.

                              SWITCHBOARD INCORPORATED

                              By:  /s/ John P. Jewett
                                 ---------------------
                                   John P. Jewett
                                   Vice President and Chief Financial
                                   Officer

                       POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Switchboard Incorporated
hereby severally constitute and appoint Douglas J. Greenlaw, Dean Polnerow, John
P. Jewett and Jonathan Wolfman, 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 Switchboard
Incorporated 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/ Douglas J. Greenlaw                Chief Executive Officer and          March 2, 2000
-------------------------------------  Director (Principal Executive
Douglas J. Greenlaw                    Officer)

/s/ Dean Polnerow                      President and Director               March 2, 2000
-------------------------------------
Dean Polnerow

/s/ John P. Jewett                     Vice President, Chief Financial      March 2, 2000
-------------------------------------  Officer, Treasurer and Secretary
John P. Jewett                         (Principal Financial Officer and
                                       Principal Accounting Officer)

/s/ William P. Ferry                   Chairman of the Board of Directors   March 2, 2000
-------------------------------------
William P. Ferry

/s/ Daniel R. Mason                    Director                             March 2, 2000
-------------------------------------
Daniel R. Mason

/s/ Russell I. Pillar                  Director                             March 2, 2000
-------------------------------------
Russell I. Pillar

/s/ Richard M. Spaulding               Director                             March 2, 2000
-------------------------------------
Richard M. Spaulding

/s/ David N. Strohm                    Director                             March 2, 2000
-------------------------------------
David N. Strohm

/s/ Robert M. Wadsworth                Director                             March 2, 2000
-------------------------------------
Robert M. Wadsworth
II-7
EXHIBIT INDEX

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

3.1 (1)   Certificate of Incorporation of the Registrant.

3.2 (1)   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. 333-90013).