<PAGE>

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

                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ___________

                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                                   L90, INC.
              (Exact name of registrant as specified in charter)


              Delaware                                        95-4761069
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                        Identification No.)

      2020 Santa Monica Boulevard
               Suite 400
       Santa Monica, California                                 90404
(Address of Principal Executive Offices)                      (Zip Code)

                                   _________

                                   L90, INC.
                             STOCK INCENTIVE PLAN
                       NON-QUALIFIED STOCK OPTION GRANTS
                           (Full title of the plan)

                                 John C. Bohan
                      President & Chief Executive Officer
                                   L90, INC.
                          2020 Santa Monica Boulevard
                                   Suite 400
                        Santa Monica, California  90404
                    (Name and address of agent for service)

                                (310) 315-1199
         (Telephone number, including area code, of agent for service)
                                   _________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed           Proposed
                                                                       Maximum            Maximum
              Title of Securities                  Amount to be    Offering Price        Aggregate         Amount of
                to be Registered                  Registered (1)      Per Share       Offering Price    Registration Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>                <C>               <C>
Stock Incentive Plan
Common Stock, $0.001 par value                      6,638,233           $7.67(2)       $50,915,247(2)          $13,442
----------------------------------------------------------------------------------------------------------------------------
Non-Qualified Stock Option Grants
Common Stock, $0.001 par value                        203,503           $1.29(2)       $   262,519(2)          $    76
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     Registration Statement shall also cover any additional shares of the
     Registrant's Common Stock which become issuable under the Registrant's
     Stock Incentive Plan and Nonqualified Stock Option Grants by reason of any
     stock dividend, stock split, recapitalization or other similar transaction
     effected without the Registrant's receipt of consideration which results in
     an increase in the number of the Registrant's outstanding shares of Common
     Stock.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457(h) under the Securities Act of
     1933, as amended.  The Proposed Maximum Offering Price Per Share and the
     Proposed Maximum Aggregate Offering Price are based upon the weighted
     average exercise price for the shares subject to outstanding options
     granted under the Company's Stock Incentive Plan and outstanding Non-
     Qualified Stock Option Grants.

================================================================================
<PAGE>

                                  PART II/1/


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The following documents filed by L90, Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated into this Registration Statement and made a part hereof by
this reference:

(a)     The Company's prospectus filed pursuant to Rule 424(b) under the
        Securities Act of 1933, as amended (the "Securities Act"), on January
        28, 2000 (Registration Number 333-87607).

(b)     The description of the Company's Common Stock contained in the Company's
        Registration Statement under the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), on Form 8-A, filed with the Commission on
        January 14, 2000, including any amendment or report filed for the
        purpose of updating such description.

(c)     The Company's Annual Report on Form 10-K as filed with the Commission on
        March 24, 2000 for the year ended December 31, 1999.

(d)     The Company's Quarterly Report on Form 10-Q as filed with the Commission
        on May 15, 2000 for the quarter ended March 31, 2000.

        In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents with the Commission.

_____________________
/1/  Information required by Part I of Form S-8 is contained in a Section 10(a)
prospectus to be distributed to each optionee and is omitted from this
Registration Statement in accordance with Rule 428 promulgated under the
Securities Act and the Note to Part I of Form S-8.

                                      -2-
<PAGE>

Item 4. Description of Securities

        Not applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

        The Registrant's Certificate of Incorporation (the "Certificate")
provides that, except to the extent prohibited by the Delaware General
Corporation Law (the "DGCL"), the Registrant's directors shall not be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty as directors of the Registrant. The Certificate eliminates the
personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the DGCL and provides that the Registrant shall fully 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) by reason of the fact that such
person is or was a director or officer of the Registrant, or is or was serving
at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding. Under the DGCL, the directors
have a fiduciary duty to the Registrant which is not eliminated by this
provision of the Certificate and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of nonmonetary relief will remain
available. In addition, each director will continue to be subject to liability
under the DGCL for breach of the director's duty of loyalty to the Registrant,
for acts or omissions which are found by a court of competent jurisdiction to be
not in good faith or involving intentional misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws.

        Section 145 of the DGCL empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Registrant has obtained liability insurance for its officers and directors, and
has entered into indemnification agreements with each of its officers and
directors and intends to enter into indemnification agreements with each of its
future officers and directors. Pursuant to such indemnification agreements, the
Registrant has agreed to indemnify its officers and directors against certain
liabilities, including liabilities arising out of the offering made by this
registration statement.

                                      -3-
<PAGE>

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

<TABLE>
         Exhibit
         -------
<S>                  <C>
         4.1*        Amended and Restated Certificate of Incorporation of the Company.

         4.2**       Amended and Restated Bylaws of the Company.

         4.3**       Stock Incentive Plan of the Company.

         4.4*        Form of Plan Incentive Stock Option Agreement.

         4.5*        Form of Plan Non-Statutory Stock Option Agreement.

         4.6         Form of Non-Qualified Stock Option Agreement.

         5.1         Opinion of counsel as to legality of securities being registered.

         23.1        Consent of Arthur Andersen, LLP, independent public accountants.

         23.2        Consent of counsel (included in Exhibit 5.1).

         24.1        Power of Attorney (included herein on the signature page).
</TABLE>

----------
  *     Documents incorporated by reference from the Company's Annual Report on
  Form 10-K, filed with the Commission on March 24, 2000.

  **    Documents incorporated by reference from the Company's Registration
  Statement on Form S-1, as amended (Registration Number 333-87607), filed with
  the Commission on September 23, 1999.

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:

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

        (ii) To reflect in the prospectus any facts or events arising after the
             effective date of this Registration Statement (or the most recent
             post-effective amendment thereof)

                                      -4-
<PAGE>

               which, individually or in the aggregate, represent a fundamental
               change in the information set forth in this Registration
               Statement. Notwithstanding the foregoing, any increase or
               decrease in volume of securities offered (if the total dollar
               value of securities offered would not exceed that which was
               registered) and any deviation from the low or high end of the
               estimated maximum offering range may be reflected in the form of
               prospectus filed with the Commission pursuant to Rule 424(b) if,
               in the aggregate, the changes in volume and price represent no
               more than a 20% change in the maximum aggregate offering price
               set forth in the "Calculation of Registration Fee" table in the
               effective Registration Statement;

       (iii)   To include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement;

  Provided, however, that paragraphs (1)(i) and (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 Exchange Act that are incorporated by
  reference in this 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 post-effective amendment
  any of the securities 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
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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         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 of 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.

                                      -5-
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Los Angeles, State of California, on July 26, 2000.


                            L90, INC.,
                            a Delaware corporation


                            By: /s/ John C. Bohan
                                -----------------------------
                                    John C. Bohan
                                    President & Chief Executive Officer

<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John C. Bohan and Thomas A. Sebastian,
and each of them, his true and lawful attorney-in-fact and agent, each acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign this Registration
Statement and any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and 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 substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

     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/ John C. Bohan                  President and Chief Executive Officer                   July 26, 2000
----------------------------       (Principal Executive Officer)
John C. Bohan

/s/ Thomas A. Sebastian            Senior Vice President, Chief Financial                  July 26, 2000
----------------------------       Officer and Assistant Secretary
Thomas A. Sebastian                (Principal Financial and Accounting Officer)

/s/ William M. Apfelbaum           Chairman and Director                                   July 26, 2000
----------------------------
William M. Apfelbaum

                                   Director                                                ________, 2000
----------------------------
Peter E. Ligeti

                                   Director                                                ________, 2000
----------------------------
Glenn S. Meyers

                                   Director                                                ________, 2000
----------------------------
Peter G. Diamandis

/s/ Christopher J. Cardinali       Director                                                July 26, 2000
----------------------------
Christopher J. Cardinali

/s/ Mark D. Roah                   Director                                                July 26, 2000
----------------------------
Mark D. Roah


/s/ Peter Sealey                   Director                                                July 26, 2000
----------------------------
Peter Sealey


                                   Director                                                ________, 2000
----------------------------
Gerald B. Redditt

</TABLE>

<PAGE>

                                 EXHIBIT INDEX


Exhibits
--------

       4.1*    Amended and Restated Certificate of Incorporation of the Company.

       4.2**   Amended and Restated Bylaws of the Company.

       4.3**   Stock Incentive Plan of the Company.

       4.4*    Form of Plan Incentive Stock Option Agreement.

       4.5*    Form of Plan Non-Statutory Stock Option Agreement.

       4.6     Form of Non-Qualified Stock Option Agreement.

       5.1     Opinion of counsel as to legality of securities being registered.

       23.1    Consent of Arthur Andersen, LLP, independent public accountants.

       23.2    Consent of counsel (included in Exhibit 5.1).

       24.1    Power of Attorney (included herein on the signature page).

----------
  *       Documents incorporated by reference from the Company's Annual Report
     on Form 10-K, filed with the Commission on March 24, 2000.

  **      Documents incorporated by reference from the Company's Registration
     Statement on Form S-1, as amended (Registration Number 333-87607), filed
     with the Commission on September 23, 1999.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 21356}]
{"company-data": {"conformed-name": "L90 INC", "cik": "0001095158", "assigned-sic": "7389", "irs-number": "954761069", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42336", "film-number": "679839"}, "business-address": {"street1": "2020 SANTA MONICA BLVD", "street2": "STE 400", "city": "SANTA MONICA", "state": "CA", "zip": "90404", "phone": "3103151199"}, "mail-address": {"street1": "2020 SANTA MONICA BLVD", "street2": "STE 400", "city": "SANTA MONICA", "state": "CA", "zip": "90404"}}
As filed with the Securities and Exchange Commission on July 27, 2000

                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ___________

                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                                   L90, INC.
              (Exact name of registrant as specified in charter)

              Delaware                                        95-4761069
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                        Identification No.)

      2020 Santa Monica Boulevard
               Suite 400
       Santa Monica, California                                 90404
(Address of Principal Executive Offices)                      (Zip Code)

                                   _________

                                   L90, INC.
                             STOCK INCENTIVE PLAN
                       NON-QUALIFIED STOCK OPTION GRANTS
                           (Full title of the plan)

                                 John C. Bohan
                      President & Chief Executive Officer
                                   L90, INC.
                          2020 Santa Monica Boulevard
                                   Suite 400
                        Santa Monica, California  90404
                    (Name and address of agent for service)

                                (310) 315-1199
         (Telephone number, including area code, of agent for service)
                                   _________

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed           Proposed
                                                                       Maximum            Maximum
              Title of Securities                  Amount to be    Offering Price        Aggregate         Amount of
                to be Registered                  Registered (1)      Per Share       Offering Price    Registration Fee
----------------------------------------------------------------------------------------------------------------------------
Stock Incentive Plan
Common Stock, $0.001 par value                      6,638,233           $7.67(2)       $50,915,247(2)          $13,442
----------------------------------------------------------------------------------------------------------------------------
Non-Qualified Stock Option Grants
Common Stock, $0.001 par value                        203,503           $1.29(2)       $   262,519(2)          $    76
-----------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     Registration Statement shall also cover any additional shares of the
     Registrant's Common Stock which become issuable under the Registrant's
     Stock Incentive Plan and Nonqualified Stock Option Grants by reason of any
     stock dividend, stock split, recapitalization or other similar transaction
     effected without the Registrant's receipt of consideration which results in
     an increase in the number of the Registrant's outstanding shares of Common
     Stock.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457(h) under the Securities Act of
     1933, as amended.  The Proposed Maximum Offering Price Per Share and the
     Proposed Maximum Aggregate Offering Price are based upon the weighted
     average exercise price for the shares subject to outstanding options
     granted under the Company's Stock Incentive Plan and outstanding Non-
     Qualified Stock Option Grants.

================================================================================
PART II/1/

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The following documents filed by L90, Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated into this Registration Statement and made a part hereof by
this reference:

(a)     The Company's prospectus filed pursuant to Rule 424(b) under the
        Securities Act of 1933, as amended (the "Securities Act"), on January
        28, 2000 (Registration Number 333-87607).

(b)     The description of the Company's Common Stock contained in the Company's
        Registration Statement under the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), on Form 8-A, filed with the Commission on
        January 14, 2000, including any amendment or report filed for the
        purpose of updating such description.

(c)     The Company's Annual Report on Form 10-K as filed with the Commission on
        March 24, 2000 for the year ended December 31, 1999.

(d)     The Company's Quarterly Report on Form 10-Q as filed with the Commission
        on May 15, 2000 for the quarter ended March 31, 2000.

        In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents with the Commission.

_____________________
/1/  Information required by Part I of Form S-8 is contained in a Section 10(a)
prospectus to be distributed to each optionee and is omitted from this
Registration Statement in accordance with Rule 428 promulgated under the
Securities Act and the Note to Part I of Form S-8.

                                      -2-
Item 4. Description of Securities

        Not applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

        The Registrant's Certificate of Incorporation (the "Certificate")
provides that, except to the extent prohibited by the Delaware General
Corporation Law (the "DGCL"), the Registrant's directors shall not be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty as directors of the Registrant. The Certificate eliminates the
personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the DGCL and provides that the Registrant shall fully 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) by reason of the fact that such
person is or was a director or officer of the Registrant, or is or was serving
at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding. Under the DGCL, the directors
have a fiduciary duty to the Registrant which is not eliminated by this
provision of the Certificate and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of nonmonetary relief will remain
available. In addition, each director will continue to be subject to liability
under the DGCL for breach of the director's duty of loyalty to the Registrant,
for acts or omissions which are found by a court of competent jurisdiction to be
not in good faith or involving intentional misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws.

        Section 145 of the DGCL empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Registrant has obtained liability insurance for its officers and directors, and
has entered into indemnification agreements with each of its officers and
directors and intends to enter into indemnification agreements with each of its
future officers and directors. Pursuant to such indemnification agreements, the
Registrant has agreed to indemnify its officers and directors against certain
liabilities, including liabilities arising out of the offering made by this
registration statement.

                                      -3-
Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Exhibit
         -------
4.1*        Amended and Restated Certificate of Incorporation of the Company.

         4.2**       Amended and Restated Bylaws of the Company.

         4.3**       Stock Incentive Plan of the Company.

         4.4*        Form of Plan Incentive Stock Option Agreement.

         4.5*        Form of Plan Non-Statutory Stock Option Agreement.

         4.6         Form of Non-Qualified Stock Option Agreement.

         5.1         Opinion of counsel as to legality of securities being registered.

         23.1        Consent of Arthur Andersen, LLP, independent public accountants.

         23.2        Consent of counsel (included in Exhibit 5.1).

         24.1        Power of Attorney (included herein on the signature page).
----------
  *     Documents incorporated by reference from the Company's Annual Report on
  Form 10-K, filed with the Commission on March 24, 2000.

  **    Documents incorporated by reference from the Company's Registration
  Statement on Form S-1, as amended (Registration Number 333-87607), filed with
  the Commission on September 23, 1999.

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:

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

        (ii) To reflect in the prospectus any facts or events arising after the
             effective date of this Registration Statement (or the most recent
             post-effective amendment thereof)

                                      -4-
which, individually or in the aggregate, represent a fundamental
               change in the information set forth in this Registration
               Statement. Notwithstanding the foregoing, any increase or
               decrease in volume of securities offered (if the total dollar
               value of securities offered would not exceed that which was
               registered) and any deviation from the low or high end of the
               estimated maximum offering range may be reflected in the form of
               prospectus filed with the Commission pursuant to Rule 424(b) if,
               in the aggregate, the changes in volume and price represent no
               more than a 20% change in the maximum aggregate offering price
               set forth in the "Calculation of Registration Fee" table in the
               effective Registration Statement;

       (iii)   To include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement;

  Provided, however, that paragraphs (1)(i) and (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 Exchange Act that are incorporated by
  reference in this 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 post-effective amendment
  any of the securities 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
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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         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 of 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.

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Los Angeles, State of California, on July 26, 2000.

                            L90, INC.,
                            a Delaware corporation

                            By: /s/ John C. Bohan
                                -----------------------------
                                    John C. Bohan
                                    President & Chief Executive Officer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John C. Bohan and Thomas A. Sebastian,
and each of them, his true and lawful attorney-in-fact and agent, each acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign this Registration
Statement and any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and 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 substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

     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/ John C. Bohan                  President and Chief Executive Officer                   July 26, 2000
----------------------------       (Principal Executive Officer)
John C. Bohan

/s/ Thomas A. Sebastian            Senior Vice President, Chief Financial                  July 26, 2000
----------------------------       Officer and Assistant Secretary
Thomas A. Sebastian                (Principal Financial and Accounting Officer)

/s/ William M. Apfelbaum           Chairman and Director                                   July 26, 2000
----------------------------
William M. Apfelbaum

                                   Director                                                ________, 2000
----------------------------
Peter E. Ligeti

                                   Director                                                ________, 2000
----------------------------
Glenn S. Meyers

                                   Director                                                ________, 2000
----------------------------
Peter G. Diamandis

/s/ Christopher J. Cardinali       Director                                                July 26, 2000
----------------------------
Christopher J. Cardinali

/s/ Mark D. Roah                   Director                                                July 26, 2000
----------------------------
Mark D. Roah

/s/ Peter Sealey                   Director                                                July 26, 2000
----------------------------
Peter Sealey

                                   Director                                                ________, 2000
----------------------------
Gerald B. Redditt
EXHIBIT INDEX

Exhibits
--------

       4.1*    Amended and Restated Certificate of Incorporation of the Company.

       4.2**   Amended and Restated Bylaws of the Company.

       4.3**   Stock Incentive Plan of the Company.

       4.4*    Form of Plan Incentive Stock Option Agreement.

       4.5*    Form of Plan Non-Statutory Stock Option Agreement.

       4.6     Form of Non-Qualified Stock Option Agreement.

       5.1     Opinion of counsel as to legality of securities being registered.

       23.1    Consent of Arthur Andersen, LLP, independent public accountants.

       23.2    Consent of counsel (included in Exhibit 5.1).

       24.1    Power of Attorney (included herein on the signature page).

----------
  *       Documents incorporated by reference from the Company's Annual Report
     on Form 10-K, filed with the Commission on March 24, 2000.

  **      Documents incorporated by reference from the Company's Registration
     Statement on Form S-1, as amended (Registration Number 333-87607), filed
     with the Commission on September 23, 1999.