<PAGE>   1
      As filed with the Securities and Exchange Commission on March 7, 2000
                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          NET2000 COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                              <C>

                        DELAWARE                                                51-0384995
            (State or other jurisdiction of                        (I.R.S. Employer Identification No.)
             Incorporation or organization)

                   2180 FOX MILL ROAD
                   HERNDON, VIRGINIA                                               20171
        (Address of principal executive offices)                                (Zip Code)

</TABLE>

                 NET2000 GROUP, INC. 1997 EQUITY INCENTIVE PLAN
             NET2000 COMMUNICATIONS, INC. 1999 STOCK INCENTIVE PLAN
                              (Full title of plans)

<TABLE>
<S>                                                              <C>

              (Name, address and telephone
              number of agent for service)                                      (Copy to:)
                  LEE WEINER, ESQUIRE                                   NANCY A. SPANGLER, ESQUIRE
       SENIOR VICE PRESIDENT AND GENERAL COUNSEL                     PIPER MARBURY RUDNICK & WOLFE LLP
              NET2000 COMMUNICATIONS, INC.                         1850 CENTENNIAL PARK DRIVE, SUITE 610
                   2180 FOX MILL ROAD                                        COMMERCE PARK III
                HERNDON, VIRGINIA 20171                                   RESTON, VIRGINIA 20191
                     (703) 654-2010                                           (703) 390-5240

</TABLE>

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
                                                              PROPOSED           PROPOSED
                                            AMOUNT            MAXIMUM             MAXIMUM           AMOUNT OF
                                            TO BE             OFFERING           AGGREGATE         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED     PRICE PER UNIT (3)  OFFERING PRICE (3)       FEE (3)
-------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                     <C>             <C>                   <C>
Common Stock, $.01 par value           8,748,388 (1)(2)        $20.00          $174,967,760          $46,191
===================================================================================================================
</TABLE>

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of shares of Common
Stock that may be offered or issued by reason of stock splits, stock dividends
or similar transactions.

(2) 4,373,388 shares are issuable with respect to the 1997 Equity Incentive Plan
and 4,375,000 shares are issuable with respect to the 1999 Stock Incentive Plan.

(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457. The proposed maximum offering price per share, proposed maximum
aggregate offering price and the amount of the registration fee are based on the
initial public offering price of Net2000 Communications, Inc. Common Stock on
March 7, 2000.


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:

         (a)      Prospectus filed pursuant to Rule 424(b) under the Securities
                  Act of 1933 (in connection with Registrant's Registration
                  Statement on Form S-1, as amended, filed on December 2, 1999
                  (File No. 333-91987));

         (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended, ("Exchange
                  Act") since the end of the fiscal year covered by the document
                  referred to in (a) above; and

         (c)      Description of Common Stock of the Registrant contained or
                  incorporated in the registration statements filed by the
                  Registrant under the Exchange Act, including any amendments or
                  reports filed for the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by the General Corporation Law of Delaware ("GCLD"),
Article Tenth of the Amended and Restated Certificate of Incorporation (the
"Certificate") of Net2000 Communications, Inc. (the "Corporation") provides for
indemnification of directors and officers of the Corporation, as follows:

         The Corporation shall, to the fullest extent permitted by Section 145
         of the General Corporation Law of Delaware, as amended from time to
         time, indemnify each 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



                                      -2-
<PAGE>   3

         investigative, by reason of the fact that he is or was, or has agreed
         to become, a director or officer of the Corporation, or is or was
         serving, or has agreed to serve, at the request of the Corporation, as
         a director, officer or trustee of, or in a similar capacity with,
         another corporation, partnership, joint venture, trust or other
         enterprise (including any employee benefit plan), or by reason of any
         action alleged to have been taken or omitted in such capacity, against
         all expenses (including attorneys' fees), judgments, fines and amounts
         paid in settlement actually and reasonably incurred by him or on his
         behalf in connection with such action, suit or proceeding and any
         appeal therefrom.

         Also, the Corporation's Amended and Restated By-Laws contain
indemnification procedures that implement the indemnification provisions of the
Amended and Restated Certificate of Incorporation. The GCLD permits a
corporation to indemnify its directors and officers, among others, against
judgments, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceedings to which they may be a party by reason of
their service in those or other capacities, if such person acted in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceedings, had no reasonable cause to believe that such conduct was
unlawful.

         As permitted by the GCLD, Article Ninth of the Corporation's
Certificate provides for limitation of liability of directors of the
Corporation, as follows:

         A director of the Corporation shall not be personally liable to the
         Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (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
         involved intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the Delaware General Corporation Law, or (iv) for
         any transaction from which the director derived an improper personal
         benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.



                                      -3-
<PAGE>   4

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                      DESCRIPTION
------                      -----------
<S>                         <C>
4.1                         Amended and Restated Certificate of Incorporation (incorporated by reference
                            to the Company's Registration Statement on Form S-1, as amended (File No.
                            333-91987))

4.2                         Amended and Restated By-Laws (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

4.3                         1997 Equity Incentive Plan (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

4.4                         1999 Stock Incentive Plan (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

5.0                         Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the Registrant,
                            regarding the legal validity of the shares of Common Stock being registered
                            for issuance under the Plans (filed herewith)

23.1                        Consent of Counsel (contained in Exhibit 5.0)

23.2                        Consent of Independent Auditors (filed herewith)

24.0                        Power of Attorney (filed herewith)
</TABLE>

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;

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

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

         Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.



                                      -4-
<PAGE>   5

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

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

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

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



                                      -5-
<PAGE>   6



                                   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 Herndon, Commonwealth of Virginia, on the 7th
day of March, 2000.

                                           NET2000 COMMUNICATIONS, INC.

                                           By:    /s/ Clayton A. Thomas, Jr.
                                              ---------------------------------
                                                  Clayton A. Thomas, Jr.
                                                  Chairman of the Board and
                                                  Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 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/ Clayton A. Thomas, Jr.             Chairman of the Board and Chief Executive Officer             March 7, 2000
-------------------------                        (Principal Executive Officer)
Clayton A. Thomas, Jr.

/s/ Donald E. Clarke                       Executive Vice President, Chief Financial                 March 7, 2000
--------------------                                 Officer and Treasurer
Donald E. Clarke                         (Principal Financial and Accounting Officer)
</TABLE>

         A majority of the Board of Directors (Clayton A. Thomas, Jr., Clyde
Heintzelman, Peter B. Callowhill, Eric Geis, Reid Miles and Mitchell Reese).


Date:         March 7, 2000     By:  /s/ Nancy A. Spangler
                                     ---------------------
                                      Nancy A. Spangler       Attorney-In-Fact



                                      -6-
<PAGE>   7


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                      DESCRIPTION
------                      -----------
<S>                         <C>
4.1                         Amended and Restated Certificate of Incorporation (incorporated by reference
                            to the Company's Registration Statement on Form S-1, as amended (File No.
                            333-91987))

4.2                         Amended and Restated By-Laws (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

4.3                         1999 Equity Incentive Plan (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

4.4                         1999 Stock Incentive Plan (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

5.0                         Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the Registrant,
                            regarding the legal validity of the shares of Common Stock being registered
                            for issuance under the Plans (filed herewith)

23.1                        Consent of Counsel (contained in Exhibit 5.0)

23.2                        Consent of Independent Auditors (filed herewith)

24.0                        Power of Attorney (filed herewith)
</TABLE>



                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18653}]
{"company-data": {"conformed-name": "NET2000 COMMUNICATIONS INC", "cik": "0001099363", "assigned-sic": "4812", "irs-number": "510384995", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31870", "film-number": "562251"}, "business-address": {"street1": "2180 FOX MILL ROAD", "city": "HERNDON", "state": "VA", "zip": "20171", "phone": "7035615000"}, "mail-address": {"street1": "2180 FOX MILL ROAD", "city": "HERNDON", "state": "VA", "zip": "20171"}}
1
      As filed with the Securities and Exchange Commission on March 7, 2000
                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          NET2000 COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                                51-0384995
            (State or other jurisdiction of                        (I.R.S. Employer Identification No.)
             Incorporation or organization)

                   2180 FOX MILL ROAD
                   HERNDON, VIRGINIA                                               20171
        (Address of principal executive offices)                                (Zip Code)
NET2000 GROUP, INC. 1997 EQUITY INCENTIVE PLAN
             NET2000 COMMUNICATIONS, INC. 1999 STOCK INCENTIVE PLAN
                              (Full title of plans)
(Name, address and telephone
              number of agent for service)                                      (Copy to:)
                  LEE WEINER, ESQUIRE                                   NANCY A. SPANGLER, ESQUIRE
       SENIOR VICE PRESIDENT AND GENERAL COUNSEL                     PIPER MARBURY RUDNICK & WOLFE LLP
              NET2000 COMMUNICATIONS, INC.                         1850 CENTENNIAL PARK DRIVE, SUITE 610
                   2180 FOX MILL ROAD                                        COMMERCE PARK III
                HERNDON, VIRGINIA 20171                                   RESTON, VIRGINIA 20191
                     (703) 654-2010                                           (703) 390-5240
CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                              PROPOSED           PROPOSED
                                            AMOUNT            MAXIMUM             MAXIMUM           AMOUNT OF
                                            TO BE             OFFERING           AGGREGATE         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED     PRICE PER UNIT (3)  OFFERING PRICE (3)       FEE (3)
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value           8,748,388 (1)(2)        $20.00          $174,967,760          $46,191
===================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of shares of Common
Stock that may be offered or issued by reason of stock splits, stock dividends
or similar transactions.

(2) 4,373,388 shares are issuable with respect to the 1997 Equity Incentive Plan
and 4,375,000 shares are issuable with respect to the 1999 Stock Incentive Plan.

(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457. The proposed maximum offering price per share, proposed maximum
aggregate offering price and the amount of the registration fee are based on the
initial public offering price of Net2000 Communications, Inc. Common Stock on
March 7, 2000.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:

         (a)      Prospectus filed pursuant to Rule 424(b) under the Securities
                  Act of 1933 (in connection with Registrant's Registration
                  Statement on Form S-1, as amended, filed on December 2, 1999
                  (File No. 333-91987));

         (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended, ("Exchange
                  Act") since the end of the fiscal year covered by the document
                  referred to in (a) above; and

         (c)      Description of Common Stock of the Registrant contained or
                  incorporated in the registration statements filed by the
                  Registrant under the Exchange Act, including any amendments or
                  reports filed for the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by the General Corporation Law of Delaware ("GCLD"),
Article Tenth of the Amended and Restated Certificate of Incorporation (the
"Certificate") of Net2000 Communications, Inc. (the "Corporation") provides for
indemnification of directors and officers of the Corporation, as follows:

         The Corporation shall, to the fullest extent permitted by Section 145
         of the General Corporation Law of Delaware, as amended from time to
         time, indemnify each 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

                                      -2-
3

         investigative, by reason of the fact that he is or was, or has agreed
         to become, a director or officer of the Corporation, or is or was
         serving, or has agreed to serve, at the request of the Corporation, as
         a director, officer or trustee of, or in a similar capacity with,
         another corporation, partnership, joint venture, trust or other
         enterprise (including any employee benefit plan), or by reason of any
         action alleged to have been taken or omitted in such capacity, against
         all expenses (including attorneys' fees), judgments, fines and amounts
         paid in settlement actually and reasonably incurred by him or on his
         behalf in connection with such action, suit or proceeding and any
         appeal therefrom.

         Also, the Corporation's Amended and Restated By-Laws contain
indemnification procedures that implement the indemnification provisions of the
Amended and Restated Certificate of Incorporation. The GCLD permits a
corporation to indemnify its directors and officers, among others, against
judgments, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceedings to which they may be a party by reason of
their service in those or other capacities, if such person acted in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceedings, had no reasonable cause to believe that such conduct was
unlawful.

         As permitted by the GCLD, Article Ninth of the Corporation's
Certificate provides for limitation of liability of directors of the
Corporation, as follows:

         A director of the Corporation shall not be personally liable to the
         Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (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
         involved intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the Delaware General Corporation Law, or (iv) for
         any transaction from which the director derived an improper personal
         benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

                                      -3-
4

ITEM 8.  EXHIBITS.
EXHIBIT
NUMBER                      DESCRIPTION
------                      -----------
4.1                         Amended and Restated Certificate of Incorporation (incorporated by reference
                            to the Company's Registration Statement on Form S-1, as amended (File No.
                            333-91987))

4.2                         Amended and Restated By-Laws (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

4.3                         1997 Equity Incentive Plan (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

4.4                         1999 Stock Incentive Plan (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

5.0                         Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the Registrant,
                            regarding the legal validity of the shares of Common Stock being registered
                            for issuance under the Plans (filed herewith)

23.1                        Consent of Counsel (contained in Exhibit 5.0)

23.2                        Consent of Independent Auditors (filed herewith)

24.0                        Power of Attorney (filed herewith)
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;

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

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

         Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

                                      -4-
5

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

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

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

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

                                      -5-
6

                                   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 Herndon, Commonwealth of Virginia, on the 7th
day of March, 2000.

                                           NET2000 COMMUNICATIONS, INC.

                                           By:    /s/ Clayton A. Thomas, Jr.
                                              ---------------------------------
                                                  Clayton A. Thomas, Jr.
                                                  Chairman of the Board and
                                                  Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                                    Title                                       Date
---------                                                    -----                                       ----
/s/ Clayton A. Thomas, Jr.             Chairman of the Board and Chief Executive Officer             March 7, 2000
-------------------------                        (Principal Executive Officer)
Clayton A. Thomas, Jr.

/s/ Donald E. Clarke                       Executive Vice President, Chief Financial                 March 7, 2000
--------------------                                 Officer and Treasurer
Donald E. Clarke                         (Principal Financial and Accounting Officer)
A majority of the Board of Directors (Clayton A. Thomas, Jr., Clyde
Heintzelman, Peter B. Callowhill, Eric Geis, Reid Miles and Mitchell Reese).

Date:         March 7, 2000     By:  /s/ Nancy A. Spangler
                                     ---------------------
                                      Nancy A. Spangler       Attorney-In-Fact

                                      -6-
7

                                 EXHIBIT INDEX
EXHIBIT
NUMBER                      DESCRIPTION
------                      -----------
4.1                         Amended and Restated Certificate of Incorporation (incorporated by reference
                            to the Company's Registration Statement on Form S-1, as amended (File No.
                            333-91987))

4.2                         Amended and Restated By-Laws (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

4.3                         1999 Equity Incentive Plan (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

4.4                         1999 Stock Incentive Plan (incorporated by reference to the Company's
                            Registration Statement on Form S-1, as amended (File No. 333-91987))

5.0                         Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the Registrant,
                            regarding the legal validity of the shares of Common Stock being registered
                            for issuance under the Plans (filed herewith)

23.1                        Consent of Counsel (contained in Exhibit 5.0)

23.2                        Consent of Independent Auditors (filed herewith)

24.0                        Power of Attorney (filed herewith)
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