AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 2004

                                                    REGISTRATION NO.: 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -------------


                            FRONT PORCH DIGITAL INC.
             (Exact Name of Registrant as Specified in its Charter)

             NEVADA                                              86-0793960
  (State or Other Jurisdiction of                             (I.R.S. Employer
   Incorporation or Organization)                            Identification No.)

    2000 HORIZON WAY, SUITE 120
       MT. LAUREL, NEW JERSEY                                    08054
(Address of Principal Executive Offices)                       (Zip Code)


              GAGGERO/DSI TERMINATION AND SHARE TRANSFER AGREEMENT
                            (Full Title of the Plan)

                                 MICHAEL KNAISCH
                             CHIEF EXECUTIVE OFFICER
                           2000 HORIZON WAY, SUITE 120
                          MT. LAUREL, NEW JERSEY 08054
                     (Name and Address of Agent for Service)

                                 (856) 439-9950
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                              ERIC M. HELLIGE, ESQ.
                        PRYOR CASHMAN SHERMAN & FLYNN LLP
                                 410 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 421-4100


<PAGE>

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                                      Proposed         Proposed
                                                                      Maximum          Maximum
                                                                      Offering        Aggregate
          Title of Each Class of                  Amount to          Price Per         Offering          Amount of
        Securities to be Registered             be Registered*        Share**           Price         Registration Fee
------------------------------------------------------------------------------------------------------------------------

<S>                                            <C>                      <C>         <C>                   <C>
Common Stock, $.001 par value............      1,833,334 Shares         $.82        $1,503,333.88         $190.47

========================================================================================================================
</TABLE>

----------------

*    All the securities registered hereby are issuable under the Plan.

**   Estimated  solely for the purpose of calculating the  registration  fee and
     computed in accordance  with Rule 457(c) under the  Securities Act of 1933,
     upon the basis of the closing  price per share of the  Registrant's  common
     stock as reported on the Over the Counter Bulletin Board on April 13, 2004.


<PAGE>

                                     PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*


ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * The  information  required  by Items 1 and 2 of Part I of Form S-8 is
           omitted from this Registration  Statement in accordance with the Note
           to Part I of Form S-8 and Rule 428  promulgated  under 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  following  documents,  and all documents  subsequently  filed by
Front Porch Digital Inc. (the "Company")  pursuant to Sections 13(a),  13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act"),  prior to the filing of a  post-effective  amendment to the  Registration
Statement  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 shall be deemed to
be a part hereof from the date of the filing of such documents:

                 (1)   The description of the Company's common stock contained
                       in the Company's Registration Statement on Form 8-A filed
                       with the Commission on June 26, 2001, including any
                       amendment or report filed for the purpose of updating
                       such information;

                 (2)   the Company's Annual Report on Form 10-KSB for the fiscal
                       year ended December 31, 2003 filed on April 15, 2004; and

                 (3)   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 registrant documents referred to in
                       (2) above.


<PAGE>


ITEM 4.    DESCRIPTION OF SECURITIES.

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  78.7502 of the Nevada  Revised  Statutes  (the  "Nevada  Law")
permits a corporation to indemnify any of its directors, officers, employees and
agents against costs and expenses arising from claims,  suits and proceedings if
such persons acted in good faith and in a manner 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.  Notwithstanding the foregoing, in an action by or in the right of
the corporation,  no indemnification  may be made in respect of any claim, issue
or matter,  as to which such person is adjudged to be liable to the  corporation
unless  a court of  competent  jurisdiction  determines  that in view of all the
circumstances   of  the  case,   indemnification   would  be  appropriate.   The
indemnification  provisions of the Nevada Law expressly do not exclude any other
rights a person may have to indemnification under any bylaw, among other things.

         Article XI of the Company's  Articles of Incorporation  states that the
Company may indemnify  each  director and executive  officer of the Company with
respect to actions taken or not taken by said directors or executive officers in
the course of their  duties for the Company to the fullest  extent  permitted by
law. The  specific  terms of any such  indemnification  shall be provided in the
bylaws of the Company.

         Article VIII of the Company's bylaws provide for the indemnification of
any person made a party to or involved in any civil,  criminal or administrative
action,  suit or  proceeding  by reason of the fact that he or his  testator  or
intestate is or was a director,  officer or employee of the  Company,  or of any
company  which he, the testator,  or intestate  served as such at the request of
the Company,  shall be indemnified by the Company  against  expenses  reasonably
incurred  by him or  imposed on him in  connection  with or  resulting  from the
defense of such action,  suit or proceeding and in connection  with or resulting
from any  appeal  thereon,  except  with  respect  to  matters as to which it is
adjudged in such action,  suit or  proceeding  that such officer,  director,  or
employee was liable to the Company, or to such other corporation, for negligence
or misconduct in the performance of his duty.

         Article VIII of the Company's  bylaws further  provides that a judgment
of conviction shall not of itself be deemed an adjudication  that such director,
officer or employee is liable to the  Company,  or such other  corporation,  for
negligence or misconduct in the performance of his duties.  Determination of the
rights of such  indemnification and the amount thereof may be made


<PAGE>

at the option of the person to be indemnified pursuant to procedure set forth in
the bylaws.  Any determination that a payment by way of indemnity should be made
will be binding upon the  Company.  Such right of  indemnification  shall not be
exclusive of any other right which such  directors,  officers,  and employees of
the Company may have or hereafter  acquire,  and without limiting the generality
of such  statement,  they  shall be  entitled  to  their  respective  rights  of
indemnification under any bylaw, agreement,  vote of stockholders,  provision of
law, or otherwise in addition to their rights under Article VIII. The provisions
of Article  VIII shall  apply to any member of any  committee  appointed  by the
Board of Directors  as fully as though each person had been a director,  officer
or employee of the Company.

         Any amendment to or repeal of the Company's  Articles of  Incorporation
or bylaws  shall not  adversely  affect  any right or  protection  of any of the
Company's  directors or officers for or with respect to any acts or omissions of
such director or officer occurring prior to such amendment or repeal.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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.

         The Company maintains  directors and officers insurance which,  subject
to certain exclusions, insures the directors and officers of the Company against
certain losses which arise out of any neglect or breach of duty (including,  but
not limited to, any error,  misstatement,  act, or omission) by the directors or
officers in the  discharge  of their  duties,  and  insures the Company  against
amounts which it has paid or may become obligated to pay as  indemnification  to
its directors and/or officers to cover such losses.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable

ITEM 8.    EXHIBITS.

EXHIBIT
NO.        DESCRIPTION

   4.1     Termination and Share Transfer Agreement dated as of March 18, 2004
           by and among the Company, Dr. Giancarlo Gaggero and Data Strategies
           International, Inc.

   5.1     Opinion of Pryor Cashman Sherman & Flynn LLP (regarding validity of
           common stock being registered).

<PAGE>

   23.1    Consent of Pryor Cashman Sherman & Flynn LLP (included in its opinion
           filed as Exhibit 5.1).

   23.2    Consent of J.H. Cohn LLP.

   23.3    Consent of Ernst & Young LLP.

   23.4    Consent of Ernst & Young Audit, France.

ITEM 9.    UNDERTAKINGS.

           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
                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;

           (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 the offering.

           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
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.

           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.



                                       3
<PAGE>

                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds  to  believe  that we meet all the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized, in Mt. Laurel, New Jersey on this 15th day of April 2004.

                                         FRONT PORCH DIGITAL INC.

                                         By: /s/ Michael Knaisch
                                             --------------------------------
                                             Name:  Michael Knaisch
                                             Title: Chief Executive Officer


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints Michael Knaisch or Matthew Richman
or either one of them, his or her  attorneys-in-fact  and agents, each with full
power  of  substitution  and  resubstitution  for  him or her  in  any  and  all
capacities,  to sign any or all amendments or post-effective  amendments to this
registration  statement or a registration  statement prepared in accordance with
Rule 462 of the Securities Act of 1933, as amended,  and to file the same,  with
exhibits  thereto and other  documents in  connection  herewith or in connection
with the registration of the offered  securities  under the Securities  Exchange
Act of 1934, as amended,  with the Securities and Exchange Commission,  granting
unto each of such attorneys-in-fact and agents full power to do and perform each
and every act and thing  requisite and necessary in connection with such matters
and hereby ratifying and confirming all that each of such  attorneys-in-fact and
agents or his or her substitutes may do or cause to be done by virtue hereof.

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
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/ Michael Knaisch                      Chief Executive Officer (Principle Executive      April 19, 2004
-------------------                      Officer)
Michael Knaisch


/s/ Matthew Richman                      Chief Financial Officer (Principle Accounting     April 19, 2004
-------------------                      Officer)
Matthew Richman


/s/ Thomas P. Sweeney III                Director                                          April 19, 2004
-------------------------
Thomas P. Sweeney III


/s/ Paul Mcknight                        Director                                          April 19, 2004
-----------------
Paul McKnight
</TABLE>

<PAGE>

<TABLE>
<S>                                      <C>                                               <C>
/s/ Dr. Jay Yogeshwar                    Director                                          April 19, 2004
---------------------
Dr. Jay Yogeshwar


---------------------                    Director                                          April __, 2004
Patrick Whittingham
</TABLE>







                                       2
[{"type": "S-8", "sequence": "1", "filename": "c32024_s8.txt", "secsgml_size_bytes": 18040}]
{"company-data": {"conformed-name": "FRONT PORCH DIGITAL INC", "cik": "0001025707", "assigned-sic": "7389", "irs-number": "860793960", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114605", "film-number": "04741327"}, "business-address": {"street1": "1810 CHAPEL AVE W", "street2": "SUITE 130", "city": "CHERRY HILL", "state": "NJ", "zip": "08002", "phone": "8566333500"}, "mail-address": {"street1": "1810 CHAPEL AVE W", "street2": "SUITE 130", "city": "CHERRY HILL", "state": "NJ", "zip": "08002"}, "former-company": [{"former-conformed-name": "EMPIRE COMMUNICATIONS CORP", "date-changed": "19980327"}, {"former-conformed-name": "LITIGATION ECONOMICS INC", "date-changed": "19961022"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 2004

                                                    REGISTRATION NO.: 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -------------

                            FRONT PORCH DIGITAL INC.
             (Exact Name of Registrant as Specified in its Charter)

             NEVADA                                              86-0793960
  (State or Other Jurisdiction of                             (I.R.S. Employer
   Incorporation or Organization)                            Identification No.)

    2000 HORIZON WAY, SUITE 120
       MT. LAUREL, NEW JERSEY                                    08054
(Address of Principal Executive Offices)                       (Zip Code)

              GAGGERO/DSI TERMINATION AND SHARE TRANSFER AGREEMENT
                            (Full Title of the Plan)

                                 MICHAEL KNAISCH
                             CHIEF EXECUTIVE OFFICER
                           2000 HORIZON WAY, SUITE 120
                          MT. LAUREL, NEW JERSEY 08054
                     (Name and Address of Agent for Service)

                                 (856) 439-9950
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                              ERIC M. HELLIGE, ESQ.
                        PRYOR CASHMAN SHERMAN & FLYNN LLP
                                 410 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 421-4100
CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                                      Proposed         Proposed
                                                                      Maximum          Maximum
                                                                      Offering        Aggregate
          Title of Each Class of                  Amount to          Price Per         Offering          Amount of
        Securities to be Registered             be Registered*        Share**           Price         Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value............      1,833,334 Shares         $.82        $1,503,333.88         $190.47

========================================================================================================================
----------------

*    All the securities registered hereby are issuable under the Plan.

**   Estimated  solely for the purpose of calculating the  registration  fee and
     computed in accordance  with Rule 457(c) under the  Securities Act of 1933,
     upon the basis of the closing  price per share of the  Registrant's  common
     stock as reported on the Over the Counter Bulletin Board on April 13, 2004.
PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*

ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * The  information  required  by Items 1 and 2 of Part I of Form S-8 is
           omitted from this Registration  Statement in accordance with the Note
           to Part I of Form S-8 and Rule 428  promulgated  under 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  following  documents,  and all documents  subsequently  filed by
Front Porch Digital Inc. (the "Company")  pursuant to Sections 13(a),  13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act"),  prior to the filing of a  post-effective  amendment to the  Registration
Statement  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 shall be deemed to
be a part hereof from the date of the filing of such documents:

                 (1)   The description of the Company's common stock contained
                       in the Company's Registration Statement on Form 8-A filed
                       with the Commission on June 26, 2001, including any
                       amendment or report filed for the purpose of updating
                       such information;

                 (2)   the Company's Annual Report on Form 10-KSB for the fiscal
                       year ended December 31, 2003 filed on April 15, 2004; and

                 (3)   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 registrant documents referred to in
                       (2) above.
ITEM 4.    DESCRIPTION OF SECURITIES.

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  78.7502 of the Nevada  Revised  Statutes  (the  "Nevada  Law")
permits a corporation to indemnify any of its directors, officers, employees and
agents against costs and expenses arising from claims,  suits and proceedings if
such persons acted in good faith and in a manner 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.  Notwithstanding the foregoing, in an action by or in the right of
the corporation,  no indemnification  may be made in respect of any claim, issue
or matter,  as to which such person is adjudged to be liable to the  corporation
unless  a court of  competent  jurisdiction  determines  that in view of all the
circumstances   of  the  case,   indemnification   would  be  appropriate.   The
indemnification  provisions of the Nevada Law expressly do not exclude any other
rights a person may have to indemnification under any bylaw, among other things.

         Article XI of the Company's  Articles of Incorporation  states that the
Company may indemnify  each  director and executive  officer of the Company with
respect to actions taken or not taken by said directors or executive officers in
the course of their  duties for the Company to the fullest  extent  permitted by
law. The  specific  terms of any such  indemnification  shall be provided in the
bylaws of the Company.

         Article VIII of the Company's bylaws provide for the indemnification of
any person made a party to or involved in any civil,  criminal or administrative
action,  suit or  proceeding  by reason of the fact that he or his  testator  or
intestate is or was a director,  officer or employee of the  Company,  or of any
company  which he, the testator,  or intestate  served as such at the request of
the Company,  shall be indemnified by the Company  against  expenses  reasonably
incurred  by him or  imposed on him in  connection  with or  resulting  from the
defense of such action,  suit or proceeding and in connection  with or resulting
from any  appeal  thereon,  except  with  respect  to  matters as to which it is
adjudged in such action,  suit or  proceeding  that such officer,  director,  or
employee was liable to the Company, or to such other corporation, for negligence
or misconduct in the performance of his duty.

         Article VIII of the Company's  bylaws further  provides that a judgment
of conviction shall not of itself be deemed an adjudication  that such director,
officer or employee is liable to the  Company,  or such other  corporation,  for
negligence or misconduct in the performance of his duties.  Determination of the
rights of such  indemnification and the amount thereof may be made
at the option of the person to be indemnified pursuant to procedure set forth in
the bylaws.  Any determination that a payment by way of indemnity should be made
will be binding upon the  Company.  Such right of  indemnification  shall not be
exclusive of any other right which such  directors,  officers,  and employees of
the Company may have or hereafter  acquire,  and without limiting the generality
of such  statement,  they  shall be  entitled  to  their  respective  rights  of
indemnification under any bylaw, agreement,  vote of stockholders,  provision of
law, or otherwise in addition to their rights under Article VIII. The provisions
of Article  VIII shall  apply to any member of any  committee  appointed  by the
Board of Directors  as fully as though each person had been a director,  officer
or employee of the Company.

         Any amendment to or repeal of the Company's  Articles of  Incorporation
or bylaws  shall not  adversely  affect  any right or  protection  of any of the
Company's  directors or officers for or with respect to any acts or omissions of
such director or officer occurring prior to such amendment or repeal.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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.

         The Company maintains  directors and officers insurance which,  subject
to certain exclusions, insures the directors and officers of the Company against
certain losses which arise out of any neglect or breach of duty (including,  but
not limited to, any error,  misstatement,  act, or omission) by the directors or
officers in the  discharge  of their  duties,  and  insures the Company  against
amounts which it has paid or may become obligated to pay as  indemnification  to
its directors and/or officers to cover such losses.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable

ITEM 8.    EXHIBITS.

EXHIBIT
NO.        DESCRIPTION

   4.1     Termination and Share Transfer Agreement dated as of March 18, 2004
           by and among the Company, Dr. Giancarlo Gaggero and Data Strategies
           International, Inc.

   5.1     Opinion of Pryor Cashman Sherman & Flynn LLP (regarding validity of
           common stock being registered).
23.1    Consent of Pryor Cashman Sherman & Flynn LLP (included in its opinion
           filed as Exhibit 5.1).

   23.2    Consent of J.H. Cohn LLP.

   23.3    Consent of Ernst & Young LLP.

   23.4    Consent of Ernst & Young Audit, France.

ITEM 9.    UNDERTAKINGS.

           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
                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;

           (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 the offering.

           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
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.

           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.

                                       3
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds  to  believe  that we meet all the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized, in Mt. Laurel, New Jersey on this 15th day of April 2004.

                                         FRONT PORCH DIGITAL INC.

                                         By: /s/ Michael Knaisch
                                             --------------------------------
                                             Name:  Michael Knaisch
                                             Title: Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints Michael Knaisch or Matthew Richman
or either one of them, his or her  attorneys-in-fact  and agents, each with full
power  of  substitution  and  resubstitution  for  him or her  in  any  and  all
capacities,  to sign any or all amendments or post-effective  amendments to this
registration  statement or a registration  statement prepared in accordance with
Rule 462 of the Securities Act of 1933, as amended,  and to file the same,  with
exhibits  thereto and other  documents in  connection  herewith or in connection
with the registration of the offered  securities  under the Securities  Exchange
Act of 1934, as amended,  with the Securities and Exchange Commission,  granting
unto each of such attorneys-in-fact and agents full power to do and perform each
and every act and thing  requisite and necessary in connection with such matters
and hereby ratifying and confirming all that each of such  attorneys-in-fact and
agents or his or her substitutes may do or cause to be done by virtue hereof.

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
SIGNATURE                                      TITLE                                DATE
/s/ Michael Knaisch                      Chief Executive Officer (Principle Executive      April 19, 2004
-------------------                      Officer)
Michael Knaisch

/s/ Matthew Richman                      Chief Financial Officer (Principle Accounting     April 19, 2004
-------------------                      Officer)
Matthew Richman

/s/ Thomas P. Sweeney III                Director                                          April 19, 2004
-------------------------
Thomas P. Sweeney III

/s/ Paul Mcknight                        Director                                          April 19, 2004
-----------------
Paul McKnight
/s/ Dr. Jay Yogeshwar                    Director                                          April 19, 2004
---------------------
Dr. Jay Yogeshwar

---------------------                    Director                                          April __, 2004
Patrick Whittingham
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