S-8

As filed with the Securities and Exchange Commission on March 27, 2007

Registration No. 333-87955

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bankrate, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Florida	65-0423422
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

11760 U.S. Highway One, Suite 200

North Palm Beach, Florida 33408

(Address of Principal Executive Offices) (Zip Code)

1997 Equity Compensation Plan

1999 Equity Compensation Plan, as amended and restated

(Full Title of Plans)

Edward J. DiMaria Senior Vice President and Chief Financial Officer 477 Madison Avenue, Suite 430 New York, New York 10022 (917) 368-8600 (Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee
Common Stock, $.01 par value per share	2,000,000	$ 35.43	$ 70,860,000	$ 1084.16

(1) The 2,000,000 shares of Common Stock being registered by this Post-Effective Amendment No. 1 represent shares underlying certain of the stock options granted by the Registrant under the 1999 Equity Compensation Plan (the “1999 Plan”). The 1999 Plan, as amended, provides for a total of 3,500,000 shares of Common Stock that may be issued upon exercise of stock options granted under the 1999 Plan, 1,500,000 of which were registered on Form S-8 Registration No. 333-87955 on September 28, 1999. This Post-Effective Amendment No. 1 shall also cover, in accordance with Rule 416, an undetermined number of additional shares that may be issued if the antidilutive provisions of the 1999 Plan become operative. The registration fees for the previously registered shares were paid at the time that the previous registration statement was filed.

(2) The Proposed Maximum Offering Price Per Share was determined by averaging the high and low prices of the Common Stock as reported by NASDAQ Global Select Market on March 26, 2007.

(3) This estimate is made pursuant to Rules 457(c) and (h) under the Securities Act of 1933, solely for the purpose of determining the amount of the registration fee.

EXPLANATORY NOTE

Bankrate, Inc., a Florida corporation (the “Registrant”), previously filed a Registration Statement on Form S-8 (File No. 333-87955) on September 28, 1999 (the “Prior Statement”) registering 1,500,000 shares of the Registrant’s Common Stock, par value $0.01 per share, underlying stock options granted under Registrant’s 1999 Equity Compensation Plan (the “1999 Plan”) and 1,500,000 shares of Registrant’s Common Stock underlying stock options granted under the Registrant’s 1997 Equity Compensation Plan.

The Registrant’s board of directors and stockholders subsequently approved an amendment to the 1999 Plan that increased the number of shares authorized for issuance under the 1999 Plan from 1,500,000 to 3,500,000.

This Post-effective Amendment No. 1 to the Registration Statement on Form S-8 is being filed to register additional shares of Common Stock as set forth on the facing page pursuant to General Instruction E of Form S-8. The contents of the Registrant’s Prior Statement are incorporated herein by reference.

Exhibits

10.1	Bankrate, Inc. Amended and Restated 1999 Equity Compensation Plan - incorporated herein by reference to Exhibit 10.8 of the Registrant's Form 10-K (filed 3/16/07) (No. 0-25681).
5.1	Opinion of Gunster, Yoakley & Stewart, P.A.+
23.1	Consent of KPMG LLP+
23.2	Consent of Gunster, Yoakley & Stewart, P.A. (contained in Exhibit 5.1)+

+Filed herewith.

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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in North Palm Beach, Florida, on March 26, 2007.

BANKRATE, INC.
By:	/s/ Thomas R. Evans
	Thomas R. Evans President and Chief Executive Officer

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
By: /s/ Thomas R. Evans	President, Chief Executive Officer and	March 26, 2007
Thomas R. Evans	Director (Principal Executive Officer)
By: /s/ Edward J. DiMaria	Senior Vice President and Chief Financial Officer	March 26, 2007
Edward J. DiMaria	(Principal Financial and Accounting Officer)
By: /s/ Robert P. O’Block	Director	March 26, 2007
Robert P. O’Block
By: /s/ Richard J. Pinola	Director	March 26, 2007
Richard J. Pinola
By: /s/ Randall E. Poliner	Director	March 26, 2007
Randall E. Poliner

EX-5.1

Exhibit 5.1

March 27, 2007

Bankrate, Inc.

11760 US Highway 1, Suite 200

North Palm Beach, FL 33408

Re: Bankrate, Inc. - Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-87955)

Ladies and Gentlemen:

We have acted as legal counsel for Bankrate, Inc., a corporation organized under the laws of the State of Florida (the “Registrant”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-87955) filed with the Commission on September 8, 1999 (the “Post-Effective Amendment"), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 2,000,000 shares of the Registrant’s common stock, par value of $.01 per share, (the “Common Stock”) that may be issued from time to time by the Registrant upon exercise of stock options or award of restricted stock (collectively, the "Options") pursuant to the Registrant's Amended and Restated 1999 Equity Compensation Plan (the "1999 Plan").

We are members of the Bar of the State of Florida and our opinions expressed herein are based upon and limited to the internal laws of the State of Florida (without reference to the choice-of-law provisions, principles or decisions under Florida law) and we do not herein express any opinion as to matters governed by the laws of any other jurisdiction. This letter has been prepared and is to be construed in accordance with the Report on Standards For Opinions of Florida Legal Counsel, dated April 8, 1991 issued by the Business Law Section of The Florida Bar, as updated September 4, 1998 (collectively, the "Report"). The Report is incorporated by reference into this letter. For purposes of construing the Report, the "client" as referenced in the Report is the Registrant.

In the rendering of the following opinions, we have relied, with your approval, as to factual matters that affect our opinions, solely on our examination of copies of the following documents (the "Documents") and we have made no independent verification of the facts contained in those documents:

(A) An Officer’s Certificate furnished to us by an executive officer of the Registrant, dated as of the date of this opinion letter;

Bankrate, Inc.

March 27, 2007

Page 2

(B) A copy of the Registrant’s Amended and Restated Articles of Incorporation;

(C) A copy of the Registrant’s Amended and Restated Bylaws;

(D) A Written Consent of the Registrant’s Board of Directors (the “Board”) ratifying, approving, and confirming any and all Options that have been granted or awarded under the 1999 Plan, ratifying its approval of the 1999 Plan, and authorizing and approving the preparation and filing of the Post-Effective Amendment; and

(E) The Registrant's Amended and Restated 1999 Equity Compensation Plan.

In our examinations of the Documents and in rendering the opinions set forth in this letter, in addition to those assumptions and qualifications set forth in the Report and the assumptions and qualifications contained elsewhere in this letter, we have, with your consent, assumed, without investigation that:

(i)at the time each Option was, or is, granted or awarded, such grant or award, and the execution, delivery and performance of the agreement or agreements evidencing the grant or award of such Option (each, an "Option Agreement") has been, or will be, authorized and approved in accordance with the terms of the 1999 Plan;

(ii)except for the corporation law of the State of Florida as applicable to the Company, at the time each Option was, or is, granted or awarded and at all times subsequent thereto, neither the grant or award of such Option nor the execution, delivery and performance of any related Option Agreement, violated, resulted in a breach of, or conflicted with, or will violate, result in a breach of, or conflict with, any law, rule, regulation, order, judgment, or decree, in each case whether then or subsequently in effect;

(iii)except for the corporation law of the State of Florida as applicable to the Company, at the time each Option is exercised, neither the exercise of such Option nor the execution, delivery and performance of any agreement or document executed and delivered connection with such exercise (the "Exercise Documents") will violate, result in a breach of, or conflict with, any law, rule, regulation, order, judgment, or decree, then in effect;

(iv)at the time thereof and at all times subsequent thereto, the persons who authorized, or will authorize, the grant or award of each Option, or the execution, delivery and performance of each Option Agreement, did not, or will not, violate any fiduciary or other duty owed by them;

(v)at the time thereof, the persons who will authorize or effectuate the exercise of an Option and the execution, delivery and performance of the related Exercise Documents will not violate any fiduciary or other duty owed by them;

(vi)no event has taken place, or will take place, subsequent to the grant or award of each Option and the execution, delivery and performance of the Option Agreements that would permit the Registrant or any other party to cancel, rescind, void or otherwise avoid such Option or Option Agreements;

Gunster, Yoakley & Stewart, P.A.

Attorneys at Law

Bankrate, Inc.

March 27, 2007

Page 3

(vii)no misrepresentation, omission, fraud or deceit has been or will be made or committed by the Registrant or any other party in connection with the grant or award of any Option, the execution, delivery and performance of the related Option Agreements, the exercise of any Option and the execution, delivery and performance of the related Exercise Documents;

(viii)each Option will be exercised in accordance with its terms, the terms of the 1999 Plan and the terms of the Option Agreements; and

(ix)upon exercise of each Option, the Registrant will receive the consideration called for by the terms of the Option Agreement and the terms of the 1999 Plan.

Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth in the Report and this opinion letter, we are of the opinion that the Common Stock, when issued, will be validly issued, fully paid and nonassessable.

This opinion letter is to be used only in connection with the offering and sale of the Common Stock while the Post-Effective Amendment is in effect. This opinion is based upon facts in existence and statutes, rules, regulations and judicial decisions in effect on the date hereof and we assume no obligation to advise you of any changes to the foregoing subsequent to the delivery of this opinion letter.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Post-Effective Amendment in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

This opinion letter is delivered to you for your benefit in connection with the filing of the Post-Effective Amendment with the Commission and, except as provided in the immediately preceding paragraph, may not be quoted, circulated or published in whole or in part or delivered to any other person, or relied upon by any other person, without the prior written consent of a shareholder of this law firm.

Gunster, Yoakley & Stewart, P.A.

Attorneys at Law

Bankrate, Inc.

March 27, 2007

Page 4

The opinions set forth in this opinion letter are limited to matters expressly set forth and no opinion is to be implied or may be inferred beyond the matters expressly stated.

Very truly yours,

GUNSTER, YOAKLEY & STEWART, P.A.

/s/ Gunster, Yoakley & Stewart, P.A.

MB/MVM-HB

Gunster, Yoakley & Stewart, P.A.

Attorneys at Law

EX-23.1

Exhibit23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Bankrate, Inc.:

We consent to the incorporation by reference in the registration statement (No. 333-87955) on Form S-8 of Bankrate, Inc. of our reports dated March 16, 2007, with respect to the consolidated balance sheets of Bankrate, Inc. and its subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ equity and cash flows, for each of the years in the three-year period ended December 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, and the effectiveness of internal control our financial reporting as of December 31, 2006, which reports appear in the December 31, 2006 annual report on Form 10-K of Bankrate, Inc.

Our report refers to the Company’s adoption of Statement of Financial Accounting Standards No. 123 (R), Share-Based Payment, effective January 1, 2006.

/s/ KPMG LLP

March 27, 2007

Ft. Lauderdale, Florida

Certified Public Accountants