Registration
                                              Number 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                NETEGRITY, INC.

               (Exact name of issuer as specified in its charter)

           Delaware                                  04-2911320
  (State of Incorporation)              (IRS Employee Identification Number)

                       52 Second Avenue, Waltham, MA 02451

                    (Address of Principal Executive Offices)

                                 (781) 890-1700

              (Registrant's telephone number, including area code)

                                 NETEGRITY, INC.

                            2000 STOCK INCENTIVE PLAN

                            (Full title of the Plan)

                        Anthony J. Medaglia, 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
<PAGE>

<TABLE>
<CAPTION>

-------------------- -------------------------------------- -------------------- ------------------ ------------------
     Title of             Amount to be Registered(1)         Proposed Maximum    Proposed Maximum       Amount of
 Securities to be                                           Offering Price Per       Aggregate      Registration Fee
    Registered                                                     Share          Offering Price
-------------------- -------------------------------------- -------------------- ------------------ ------------------
<S>                  <C>                                    <C>                  <C>                <C>
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        285,000                       $37.96            $10,818,600       $2,856.11(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        169,500                       $46.33            $7,852,935        $2,073.17 (2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        633,750                       $30.83          $19,538,512.50      $5,158.17 (2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        286,287                       $35.83          $10,257,663.21      $2,708.02(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        182,550                       $50.21           $9,165,835.50       $2,419.78(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        91,875                        $52.67           $4,839,056.25      $1,277.51(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        152,750                       $88.00            $13,442,000       $3,548.69(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                       1,198,288                      $52.06          $62,382,873.28     $16,469.08 (3)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------

TOTAL                            3,000,000(4)                                                          $36,510.53

-------------------- -------------------------------------- -------------------- ------------------ ------------------
</TABLE>


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

(2)      Computed in  accordance  with Rule 457(h) under the  Securities  Act of
         1933,  as  amended,   solely  for  the  purpose  of   calculating   the
         registration  fee. The computation with respect to outstanding  options
         is based on the price at which options may be exercised.

(3)      Computed in  accordance  with Rule 457(h) under the  Securities  Act of
         1933,  as  amended,   solely  for  the  purpose  of   calculating   the
         registration  fee. The computation  with respect to unissued options is
         based upon the average  high and low sale prices of the Common Stock as
         reported on the NASDAQ National Market on October 18, 2000.

(4)      Total amount to be registered reflects the 3:2 stock split completed on
         September 1, 2000.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         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  (10-K/A) 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 the Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  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 the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company 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

         Inapplicable.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company'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 the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article V of the Amended and Restated  By-Laws of the Company  provides
as follows:

                                    Article V

                                 INDEMNIFICATION

                  Section 1 Third Party Actions. The Corporation shall indemnify
         any person who was or is a party or is threatened to be made a party to
         any  threatened,  pending  or  completed  action,  suit or  proceeding,
         whether civil, criminal, administrative or investigative (other than an
         action  by or in the  right of the  Corporation)  by reason of the fact
         that  he is or  was a  Director,  officer,  employee  or  agent  of the
         Corporation,  or is or was serving at the request of the Corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,   joint  venture,  trust  or  other  enterprise  (each  an
         "Indemnitee"), against expenses (including attorney's fees), judgments,
         fines and amounts paid in settlement  actually and reasonably  incurred
         by him in connection with such action, suit or proceeding.

                  Section 2 Derivative Actions.  The Corporation shall indemnify
         any person who was or is a party or is threatened to be made a party to
         any threatened,  pending or completed action or suit by or in the right
         of the  Corporation to procure a judgment in its favor by reason of the
         fact that he is or was a  Director,  officer,  employee or agent of the
         Corporation,  or is or was serving at the request of the Corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,  joint venture, trust or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection with the defense or settlement of such action or suit.

                  Section 3 Expenses.  To the extent  that a Director,  officer,
         employee or agent of the  Corporation has been successful on the merits
         or otherwise in defense of any action,  suit or proceeding  referred to
         in  Sections  1 and 2, or in  defense  of any  claim,  issue or  matter
         therein, he shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection therewith.

                  Section 4  Authorization and Request for Indemnification.
                             ---------------------------------------------

                  (a) Any  indemnification  requested  by the  Indemnitee  under
         Section  1  hereof  shall be made no later  than  ten (10)  days  after
         receipt of the written request of the Indemnitee,  unless it shall have
         been adjudicated by a court of final  determination that the Indemnitee
         did not act in good faith and in a manner he reasonably  believed to be
         in, or not opposed to, the best interests of the Corporation,  and with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct was unlawful.

                  (b) Any  indemnification  requested  by the  Indemnitee  under
         Section  2  hereof  shall be made no later  than  ten (10)  days  after
         receipt of the written request of the Indemnitee,  unless it shall have
         been adjudicated by a court of final  determination that the Indemnitee
         did not act in good faith and in a manner he reasonably  believed to be
         in, or not  opposed  to, the best  interests  of the  Corporation,  the
         Indemnitee shall have been finally adjudged to be liable to the Company
         by a court of competent  jurisdiction  due to willful  misconduct  of a
         culpable  nature in the  performance  of the  Indemnitee's  duty to the
         Corporation  unless and only to the extent that any court in which such
         proceeding was brought shall  determine upon  application  that despite
         the adjudication of liability,  but in view of all the circumstances of
         the case,  such person is fairly and  reasonably  entitled to indemnity
         for such expenses as such court shall deem proper.

                  Section 5 Advance  Payment of  Expenses.  Subject to Section 4
         above,  the  Corporation  shall  advance all  expenses  incurred by the
         Indemnitee in connection with the investigation, defense, settlement or
         appeal  of any  proceeding  to which  the  Indemnitee  is a party or is
         threatened to be made a party by reason of the fact that the Indemnitee
         is or was an agent of the Corporation. The Indemnitee hereby undertakes
         to repay such  amounts  advanced  only if, and to the extent  that,  it
         shall  ultimately be determined  that the Indemnitee is not entitled to
         be  indemnified by the  Corporation.  The advances to be made hereunder
         shall be paid by the  Corporation  to or on  behalf  of the  Indemnitee
         within 30 days following  delivery of a written request therefor by the
         Indemnitee to the Corporation.

                  Section 6 Non-Exclusiveness.  The indemnification  provided by
         this  Article V shall not be deemed  exclusive  of any other  rights to
         which those seeking  indemnification  may be entitled under any by-law,
         agreement,   vote  of  stockholders  or   disinterested   Directors  or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be a  Director,  officer,  employee or agent
         and  shall   inure  to  the  benefit  of  the  heirs,   executors   and
         administrators of such a person.

                  Section 7  Insurance.  The  Corporation  shall  have  power to
         purchase and maintain insurance on behalf of any person who is or was a
         Director,  officer, employee or agent of the Corporation,  or is or was
         serving  at the  request of the  Corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  such  liability  under the  provisions  of this
         Article V.

                  Section 8 Constituent Corporations. The Corporation shall have
         power  to  indemnify  any  person  who is or was a  director,  officer,
         employee  or  agent  of  a  constituent   corporation   absorbed  in  a
         consolidation  or merger with this  Corporation or is or was serving at
         the request of such  constituent  corporation  as a director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  in the same manner as hereinabove  provided
         for any person who is or was a Director,  officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership, joint venture, trust or other enterprise.

                  Section  9  Additional  Indemnification.  In  addition  to the
         foregoing  provisions of this Article V, the Corporation shall have the
         power,  to the full extent provided by law, to indemnify any person for
         any act or omission of such person against all loss,  cost,  damage and
         expense  (including  attorney's  fees) if such person is determined (in
         the manner  prescribed in Section 4 hereof) to have acted in good faith
         and in a manner he reasonably believed to be in, or not opposed to, the
         best interest of the Corporation.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number   Description

             4.1             Netegrity, Inc. 2000 Stock Incentive Plan.

             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           Consent of  PricewaterhouseCoopers LLP.

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

       Item 9.  Undertakings

       The undersigned Registrant hereby undertakes the following:

       (a)  The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

       (b) The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c) The  undersigned  registrant  hereby  undertakes,  that,  insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>


                                   SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Waltham, Massachusetts, October 23, 2000.

                                  NETEGRITY, INC.



                                   By  /s/ Barry N. Bycoff
                                       Barry N. Bycoff
                                       Chief Executive Officer

KNOW ALL MEN BY THESE  PRESENTS that each person whose  signature  appears below
constitutes  and appoints  Barry N. Bycoff and James E. Hayden and each of their
acting without the other, his true and lawful  attorney-in-fact  and agent, with
full power of substitution and resubstitution, for him or in his name, place and
stead,   in  any  and  all   capacities  to  sign  any  and  all  amendments  or
post-effective  amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agents,  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>

/s/ Barry N. Bycoff       Chairman of the Board of Directors, President, Chief Executive         October 23, 2000
Barry N. Bycoff           Officer (Principal Executive Officer)

/s/ James E. Hayden       Chief Financial Officer, Vice President of Finance and                 October 23, 2000
James E. Hayden           Administration and Treasurer (Principal accounting and financial
               -
                          officer)

/s/Eric R. Giler          Director                                                               October 23, 2000
Eric R. Giler

/s/Michael L. Mark        Director                                                               October 23, 2000
Michael L. Mark

                          Director                                                               October __, 2000
James P. McNiel

                          Director                                                               October __, 2000
Paul F. Deninger

/s/Ralph B. Wagner        Director                                                               October 23, 2000
Ralph B. Wagner

</TABLE>

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8




                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933








                                 NETEGRITY, INC.
             (Exact name of registrant as specified in its charter)
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Registration
                                              Number 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                NETEGRITY, INC.

               (Exact name of issuer as specified in its charter)

           Delaware                                  04-2911320
  (State of Incorporation)              (IRS Employee Identification Number)

                       52 Second Avenue, Waltham, MA 02451

                    (Address of Principal Executive Offices)

                                 (781) 890-1700

              (Registrant's telephone number, including area code)

                                 NETEGRITY, INC.

                            2000 STOCK INCENTIVE PLAN

                            (Full title of the Plan)

                        Anthony J. Medaglia, 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 to be Registered(1)         Proposed Maximum    Proposed Maximum       Amount of
 Securities to be                                           Offering Price Per       Aggregate      Registration Fee
    Registered                                                     Share          Offering Price
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        285,000                       $37.96            $10,818,600       $2,856.11(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        169,500                       $46.33            $7,852,935        $2,073.17 (2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        633,750                       $30.83          $19,538,512.50      $5,158.17 (2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        286,287                       $35.83          $10,257,663.21      $2,708.02(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        182,550                       $50.21           $9,165,835.50       $2,419.78(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        91,875                        $52.67           $4,839,056.25      $1,277.51(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                        152,750                       $88.00            $13,442,000       $3,548.69(2)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------
Common Stock                       1,198,288                      $52.06          $62,382,873.28     $16,469.08 (3)
-------------------- -------------------------------------- -------------------- ------------------ ------------------
-------------------- -------------------------------------- -------------------- ------------------ ------------------

TOTAL                            3,000,000(4)                                                          $36,510.53

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

(2)      Computed in  accordance  with Rule 457(h) under the  Securities  Act of
         1933,  as  amended,   solely  for  the  purpose  of   calculating   the
         registration  fee. The computation with respect to outstanding  options
         is based on the price at which options may be exercised.

(3)      Computed in  accordance  with Rule 457(h) under the  Securities  Act of
         1933,  as  amended,   solely  for  the  purpose  of   calculating   the
         registration  fee. The computation  with respect to unissued options is
         based upon the average  high and low sale prices of the Common Stock as
         reported on the NASDAQ National Market on October 18, 2000.

(4)      Total amount to be registered reflects the 3:2 stock split completed on
         September 1, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         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  (10-K/A) 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 the Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports  filed by the Company  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 the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company 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

         Inapplicable.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporate Law and the Company's  Certificate  of
Incorporation and By-Laws allow for  indemnification of the Company'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 the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article V of the Amended and Restated  By-Laws of the Company  provides
as follows:

                                    Article V

                                 INDEMNIFICATION

                  Section 1 Third Party Actions. The Corporation shall indemnify
         any person who was or is a party or is threatened to be made a party to
         any  threatened,  pending  or  completed  action,  suit or  proceeding,
         whether civil, criminal, administrative or investigative (other than an
         action  by or in the  right of the  Corporation)  by reason of the fact
         that  he is or  was a  Director,  officer,  employee  or  agent  of the
         Corporation,  or is or was serving at the request of the Corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,   joint  venture,  trust  or  other  enterprise  (each  an
         "Indemnitee"), against expenses (including attorney's fees), judgments,
         fines and amounts paid in settlement  actually and reasonably  incurred
         by him in connection with such action, suit or proceeding.

                  Section 2 Derivative Actions.  The Corporation shall indemnify
         any person who was or is a party or is threatened to be made a party to
         any threatened,  pending or completed action or suit by or in the right
         of the  Corporation to procure a judgment in its favor by reason of the
         fact that he is or was a  Director,  officer,  employee or agent of the
         Corporation,  or is or was serving at the request of the Corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,  joint venture, trust or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection with the defense or settlement of such action or suit.

                  Section 3 Expenses.  To the extent  that a Director,  officer,
         employee or agent of the  Corporation has been successful on the merits
         or otherwise in defense of any action,  suit or proceeding  referred to
         in  Sections  1 and 2, or in  defense  of any  claim,  issue or  matter
         therein, he shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection therewith.

                  Section 4  Authorization and Request for Indemnification.
                             ---------------------------------------------

                  (a) Any  indemnification  requested  by the  Indemnitee  under
         Section  1  hereof  shall be made no later  than  ten (10)  days  after
         receipt of the written request of the Indemnitee,  unless it shall have
         been adjudicated by a court of final  determination that the Indemnitee
         did not act in good faith and in a manner he reasonably  believed to be
         in, or not opposed to, the best interests of the Corporation,  and with
         respect to any criminal action or proceeding,  had no reasonable  cause
         to believe his conduct was unlawful.

                  (b) Any  indemnification  requested  by the  Indemnitee  under
         Section  2  hereof  shall be made no later  than  ten (10)  days  after
         receipt of the written request of the Indemnitee,  unless it shall have
         been adjudicated by a court of final  determination that the Indemnitee
         did not act in good faith and in a manner he reasonably  believed to be
         in, or not  opposed  to, the best  interests  of the  Corporation,  the
         Indemnitee shall have been finally adjudged to be liable to the Company
         by a court of competent  jurisdiction  due to willful  misconduct  of a
         culpable  nature in the  performance  of the  Indemnitee's  duty to the
         Corporation  unless and only to the extent that any court in which such
         proceeding was brought shall  determine upon  application  that despite
         the adjudication of liability,  but in view of all the circumstances of
         the case,  such person is fairly and  reasonably  entitled to indemnity
         for such expenses as such court shall deem proper.

                  Section 5 Advance  Payment of  Expenses.  Subject to Section 4
         above,  the  Corporation  shall  advance all  expenses  incurred by the
         Indemnitee in connection with the investigation, defense, settlement or
         appeal  of any  proceeding  to which  the  Indemnitee  is a party or is
         threatened to be made a party by reason of the fact that the Indemnitee
         is or was an agent of the Corporation. The Indemnitee hereby undertakes
         to repay such  amounts  advanced  only if, and to the extent  that,  it
         shall  ultimately be determined  that the Indemnitee is not entitled to
         be  indemnified by the  Corporation.  The advances to be made hereunder
         shall be paid by the  Corporation  to or on  behalf  of the  Indemnitee
         within 30 days following  delivery of a written request therefor by the
         Indemnitee to the Corporation.

                  Section 6 Non-Exclusiveness.  The indemnification  provided by
         this  Article V shall not be deemed  exclusive  of any other  rights to
         which those seeking  indemnification  may be entitled under any by-law,
         agreement,   vote  of  stockholders  or   disinterested   Directors  or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be a  Director,  officer,  employee or agent
         and  shall   inure  to  the  benefit  of  the  heirs,   executors   and
         administrators of such a person.

                  Section 7  Insurance.  The  Corporation  shall  have  power to
         purchase and maintain insurance on behalf of any person who is or was a
         Director,  officer, employee or agent of the Corporation,  or is or was
         serving  at the  request of the  Corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  such  liability  under the  provisions  of this
         Article V.

                  Section 8 Constituent Corporations. The Corporation shall have
         power  to  indemnify  any  person  who is or was a  director,  officer,
         employee  or  agent  of  a  constituent   corporation   absorbed  in  a
         consolidation  or merger with this  Corporation or is or was serving at
         the request of such  constituent  corporation  as a director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise,  in the same manner as hereinabove  provided
         for any person who is or was a Director,  officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership, joint venture, trust or other enterprise.

                  Section  9  Additional  Indemnification.  In  addition  to the
         foregoing  provisions of this Article V, the Corporation shall have the
         power,  to the full extent provided by law, to indemnify any person for
         any act or omission of such person against all loss,  cost,  damage and
         expense  (including  attorney's  fees) if such person is determined (in
         the manner  prescribed in Section 4 hereof) to have acted in good faith
         and in a manner he reasonably believed to be in, or not opposed to, the
         best interest of the Corporation.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number   Description

             4.1             Netegrity, Inc. 2000 Stock Incentive Plan.

             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           Consent of  PricewaterhouseCoopers LLP.

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

       Item 9.  Undertakings

       The undersigned Registrant hereby undertakes the following:

       (a)  The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

       (b) The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c) The  undersigned  registrant  hereby  undertakes,  that,  insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Waltham, Massachusetts, October 23, 2000.

                                  NETEGRITY, INC.

                                   By  /s/ Barry N. Bycoff
                                       Barry N. Bycoff
                                       Chief Executive Officer

KNOW ALL MEN BY THESE  PRESENTS that each person whose  signature  appears below
constitutes  and appoints  Barry N. Bycoff and James E. Hayden and each of their
acting without the other, his true and lawful  attorney-in-fact  and agent, with
full power of substitution and resubstitution, for him or in his name, place and
stead,   in  any  and  all   capacities  to  sign  any  and  all  amendments  or
post-effective  amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agents,  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/ Barry N. Bycoff       Chairman of the Board of Directors, President, Chief Executive         October 23, 2000
Barry N. Bycoff           Officer (Principal Executive Officer)

/s/ James E. Hayden       Chief Financial Officer, Vice President of Finance and                 October 23, 2000
James E. Hayden           Administration and Treasurer (Principal accounting and financial
               -
                          officer)

/s/Eric R. Giler          Director                                                               October 23, 2000
Eric R. Giler

/s/Michael L. Mark        Director                                                               October 23, 2000
Michael L. Mark

                          Director                                                               October __, 2000
James P. McNiel

                          Director                                                               October __, 2000
Paul F. Deninger

/s/Ralph B. Wagner        Director                                                               October 23, 2000
Ralph B. Wagner
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                 NETEGRITY, INC.
             (Exact name of registrant as specified in its charter)