<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 15, 2000

                                                      REGISTRATION NO. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                 ----------------------------------------------
                               NBC INTERNET, INC.
             (Exact name of Registrant as Specified in Its Charter)

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

           DELAWARE                                        94-3333463
(State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                      Identification No.)

                                 225 BUSH STREET
                         SAN FRANCISCO, CALIFORNIA 94104

                    (Address of Principal Executive Offices)

              NBC INTERNET, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
             NBC INTERNET, INC. 2000 NON-QUALIFIED STOCK OPTION PLAN
           ALLBUSINESS.COM, INC. 1998 STOCK OPTION AND INCENTIVE PLAN

                      ALLBUSINESS.COM, INC. 1999 STOCK PLAN
                  HUSDAWG COMMUNICATIONS, INC. 2000 STOCK PLAN

                            (Full Title of the Plan)

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

                               WILLIAM J. LANSING
                             CHIEF EXECUTIVE OFFICER

                               NBC INTERNET, INC.
                                225 BUSH STREET

                         SAN FRANCISCO, CALIFORNIA 94104
                     (Name and Address of Agent for Service)

                                 (415) 375-5000
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

   BRUCE ALAN MANN, ESQ.                              JACK LEVIN, ESQ.
 MORRISON & FOERSTER LLP                             NBC INTERNET, INC.
    425 MARKET STREET                                  225 BUSH STREET
SAN FRANCISCO, CALIFORNIA 94105                SAN FRANCISCO, CALIFORNIA 94104
     (415) 268-7000                                    (415) 375-5000

               --------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=======================================================================================================================
                                                                               Proposed               Proposed
                                  Amount                Maximum                 Maximum               Amount of
Title of Securities                to be             Offering Price       Aggregate Offering        Registration
to be Registered                Registered             Per Share                 Price                   Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                     <C>                    <C>
Common Stock, $.0001 par
value per share                   300,000              $18.625(1)            $5,587,500(1)             $1475.10

Common Stock, $.0001 par
value per share                 2,000,000              $18.625(1)            $37,250,000(1)            $9834.00

Common Stock, $.0001 par
value per share                   419,627              $2.49(2)              $1,044,871.23(3)           $275.85

Common Stock, $.0001 par
value per share                   377,750                $18.65(2)           $7,045,037.50(3)          $1859.89
=======================================================================================================================
Common Stock, $.0001 par
value per share                     9,015                 $0.07(4)                 $631.05(5)             $0.17

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

</TABLE>

(1)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the registration fee.
     Computation based upon the average of the high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq National Market on
     May 10, 2000.

(2)  Represents the maximum exercise price per share as converted pursuant
     Registrant's acquisition of AllBusiness.com, Inc.

(3)  Estimated in accordance with Rule 457(h) under Securities Act of 1933,
     as amended. Computation based upon the exercise price of the options,
     all of which were previously granted and as converted pursuant to the
     terms of the Registrant's acquisition of AllBusiness.com, Inc.

(4)  Represents the maximum exercise price per share as converted pursuant to
     the Registrant's acquisition of Husdawg Communications, Inc.

(5)  Estimated in accordance with Rule 457(h) under Securities Act of 1933,
     as amended. Computation based upon the exercise price of the options,
     all of which were previously granted and as converted pursuant to the
     terms of the Registrant's acquisition of Husdawg Communications, Inc.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

       The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by NBC Internet, Inc. (the "Registrant")
with the Commission are incorporated by reference herein:

         (a) The Registrant's Annual Report as filed on Form 10-K filed on March
         28, 2000, which includes audited financial statements of the
         Registrant.

         (b) The description of the Registrant's Class A common stock which is
         contained in its Registration Statement on Form 8-A filed under the
         Securities Exchange Act of 1934 (the "Exchange Act") on November 2,
         1999, including any amendment or report filed for the purpose of
         updating such description.

         (c) The Registrant's Quarterly Report for the period ended March 31,
         2000 as filed on Form 10-Q on May 11, 2000.

         (d) All other reports filed by the Registrant pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act") since the end of the fiscal year covered by the audited
         financial statements described in (a) above.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

<PAGE>

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the General Corporation Law of the State of
Delaware, the Registrant has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act. Article IX of the Registrant's Amended and
Restated Bylaws also provides for mandatory indemnification of its directors and
executive officers, and permissive indemnification of its employees and agents,
to the fullest extent permissible under Delaware law.

Article Ninth of the Registrant's Restated Certificate of Incorporation provides
that the liability of its directors for monetary damages shall be eliminated to
the fullest extent permissible under Delaware law. Pursuant to Delaware law,
this includes elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to the Registrant and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

         The Registrant has entered into agreements with its directors and
certain of its executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred (including expenses of a derivative action) in
connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that such person is or was a
director or officer of the Registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The indemnification agreements also set forth
certain procedures that will apply in the event of a claim for indemnification
thereunder.

         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

<PAGE>

such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

         The Registrant has obtained a policy of directors' and officers'
liability insurance that insures the Registrant's directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.    EXHIBITS.
       4.1      Restated Certificate of Incorporation of the Registrant
                (Incorporated by reference to the Registrant's  Registration
                Statement on Form S-8 (Registration No. 333-91715) on
                November 29, 1999).

       4.2      Amended and Restated Bylaws of the Registrant (Incorporated by
                reference to the Registrant's  Registration Statement on
                Form S-8 (Registration No. 333-91715) on November 29, 1999).

       5.1      Opinion of MORRISON & FOERSTER LLP.

       23.1     Consent of Ernst & Young LLP, Independent Auditors.

       23.2     Consent of MORRISON & FOERSTER LLP (contained in Exhibit 5.1).

       24.1     Power of Attorney (See signature page of this Registration
                Statement).

       99.1     Registrant's 1999 Employee Stock Purchase Plan.

       99.2     Registrant's 2000 Non-Qualified Stock Option Plan.

       99.3     AllBusiness.com, Inc. 1998 Stock Option and Incentive Plan.

       99.4     AllBusiness.com, Inc. 1999 Stock Plan

       99.5     Husdawg Communications, Inc. 2000 Stock Plan

ITEM 9.    UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

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

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

<PAGE>

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

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission 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.

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

         (b) 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 the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) 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 indemnity provisions
         summarized in Item 6 above 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

<PAGE>

         director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

<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 San Francisco, State of California, on May 15,
2000.

                               NBC INTERNET, INC.

                                 By: /s/ William J. Lansing

                                     ----------------------
                                     William J. Lansing
                                     Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, William J.
Lansing and Anthony Altig, with full power to act alone, as his or her true and
lawful attorney-in-fact, with the power of substitution, for and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
             SIGNATURE                                       TITLE                                  DATE

             ---------                                       -----                                  ----
<S>                                            <C>                                             <C>
/s/ William J. Lansing                         Chief Executive Officer and Class               May 15, 2000
-----------------------                        A Director
     William J. Lansing

<PAGE>

/s/ Anthony Altig                              Principal Financial and                         May 15, 2000
------------------------                       Accounting Officer
     Anthony Altig

/s/ Chris Kitze                                Vice Chairman of the Board of                   May 15, 2000
------------------------                       Directors and Class A Director
     Chris Kitze


/s/ James J. Heffernan
------------------------                       Class A Director                                May 15, 2000
     James J. Heffernan


/s/ Jeffrey Ballowe
------------------------                       Class A Director                                May 15, 2000
     Jeffrey Ballowe


/s/ Philip Schlein
------------------------                       Class A Director                                May 15, 2000
     Philip Schlein


/s/ Robert C. Harris, Jr.
-------------------------                      Class A Director                                May 15, 2000
   Robert C. Harris, Jr.


/s/ L. Lowry Mays
------------------------                       Class A Director                                May 15, 2000
     L. Lowry Mays


/s/ Mark W. Begor
------------------------                       Class B Director                                May 15, 2000
     Mark W. Begor

<PAGE>


/s/ Robert C. Wright                           Chairman of the Board of
------------------------                       Directors and Class B Director                  May 15, 2000
     Robert C. Wright




/s/ Gary M. Reiner
------------------------                       Class B Director                                May 15, 2000
     Gary M. Reiner


/s/ John F. Welch
------------------------                       Class B Director                                May 15, 2000
     John F. Welch


/s/ Martin J. Yudkovitz
------------------------                       Class B Director                                May 15, 2000
     Martin J. Yudkovitz


/s/ Scott M. Sassa
------------------------                       Class B Director                                May 15, 2000
     Scott M. Sassa

</TABLE>

<PAGE>

EXHIBIT INDEX

EXHIBIT

NUMBER                              DESCRIPTION

         4.1      Restated Certificate of Incorporation of the Registrant
                  (Incorporated by reference to the Registrant's Registration
                  Statement on Form S-8 (Registration No. 333-91715) on November
                  29, 1999).

         4.2      Amended and Restated Bylaws of the Registrant (Incorporated by
                  reference to the Registrant's Registration Statement on Form
                  S-8 (Registration No. 333-91715) on November 29, 1999).

         5.1      Opinion of MORRISON & FOERSTER LLP.

         23.1     Consent of Ernst & Young LLP, Independent Auditors.

         23.2     Consent of MORRISON & FOERSTER LLP (contained in Exhibit 5.1).

         24.1     Power of Attorney (See signature page of this Registration
                  Statement).

         99.1     Registrant's 1999 Employee Stock Purchase Plan.

         99.2     Registrant's 2000 Non-Qualified Stock Option Plan.

         99.3     AllBusiness.com, Inc. 1998 Stock Option and Incentive Plan.

         99.4     AllBusiness.com, Inc. 1999 Stock Plan

         99.5     Husdawg Communications, Inc. 2000 Stock Plan
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 25580}]
{"company-data": {"conformed-name": "NBC INTERNET INC", "cik": "0001089754", "assigned-sic": "7389", "irs-number": "943333463", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37048", "film-number": "634391"}, "business-address": {"street1": "225 BUSH STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4152882500"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 15, 2000

                                                      REGISTRATION NO. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                 ----------------------------------------------
                               NBC INTERNET, INC.
             (Exact name of Registrant as Specified in Its Charter)

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

           DELAWARE                                        94-3333463
(State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                      Identification No.)

                                 225 BUSH STREET
                         SAN FRANCISCO, CALIFORNIA 94104

                    (Address of Principal Executive Offices)

              NBC INTERNET, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
             NBC INTERNET, INC. 2000 NON-QUALIFIED STOCK OPTION PLAN
           ALLBUSINESS.COM, INC. 1998 STOCK OPTION AND INCENTIVE PLAN

                      ALLBUSINESS.COM, INC. 1999 STOCK PLAN
                  HUSDAWG COMMUNICATIONS, INC. 2000 STOCK PLAN

                            (Full Title of the Plan)

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

                               WILLIAM J. LANSING
                             CHIEF EXECUTIVE OFFICER

                               NBC INTERNET, INC.
                                225 BUSH STREET

                         SAN FRANCISCO, CALIFORNIA 94104
                     (Name and Address of Agent for Service)

                                 (415) 375-5000
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

   BRUCE ALAN MANN, ESQ.                              JACK LEVIN, ESQ.
 MORRISON & FOERSTER LLP                             NBC INTERNET, INC.
    425 MARKET STREET                                  225 BUSH STREET
SAN FRANCISCO, CALIFORNIA 94105                SAN FRANCISCO, CALIFORNIA 94104
     (415) 268-7000                                    (415) 375-5000

               --------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                               Proposed               Proposed
                                  Amount                Maximum                 Maximum               Amount of
Title of Securities                to be             Offering Price       Aggregate Offering        Registration
to be Registered                Registered             Per Share                 Price                   Fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par
value per share                   300,000              $18.625(1)            $5,587,500(1)             $1475.10

Common Stock, $.0001 par
value per share                 2,000,000              $18.625(1)            $37,250,000(1)            $9834.00

Common Stock, $.0001 par
value per share                   419,627              $2.49(2)              $1,044,871.23(3)           $275.85

Common Stock, $.0001 par
value per share                   377,750                $18.65(2)           $7,045,037.50(3)          $1859.89
=======================================================================================================================
Common Stock, $.0001 par
value per share                     9,015                 $0.07(4)                 $631.05(5)             $0.17

=======================================================================================================================
(1)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the registration fee.
     Computation based upon the average of the high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq National Market on
     May 10, 2000.

(2)  Represents the maximum exercise price per share as converted pursuant
     Registrant's acquisition of AllBusiness.com, Inc.

(3)  Estimated in accordance with Rule 457(h) under Securities Act of 1933,
     as amended. Computation based upon the exercise price of the options,
     all of which were previously granted and as converted pursuant to the
     terms of the Registrant's acquisition of AllBusiness.com, Inc.

(4)  Represents the maximum exercise price per share as converted pursuant to
     the Registrant's acquisition of Husdawg Communications, Inc.

(5)  Estimated in accordance with Rule 457(h) under Securities Act of 1933,
     as amended. Computation based upon the exercise price of the options,
     all of which were previously granted and as converted pursuant to the
     terms of the Registrant's acquisition of Husdawg Communications, Inc.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

       The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by NBC Internet, Inc. (the "Registrant")
with the Commission are incorporated by reference herein:

         (a) The Registrant's Annual Report as filed on Form 10-K filed on March
         28, 2000, which includes audited financial statements of the
         Registrant.

         (b) The description of the Registrant's Class A common stock which is
         contained in its Registration Statement on Form 8-A filed under the
         Securities Exchange Act of 1934 (the "Exchange Act") on November 2,
         1999, including any amendment or report filed for the purpose of
         updating such description.

         (c) The Registrant's Quarterly Report for the period ended March 31,
         2000 as filed on Form 10-Q on May 11, 2000.

         (d) All other reports filed by the Registrant pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act") since the end of the fiscal year covered by the audited
         financial statements described in (a) above.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4.    DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the General Corporation Law of the State of
Delaware, the Registrant has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act. Article IX of the Registrant's Amended and
Restated Bylaws also provides for mandatory indemnification of its directors and
executive officers, and permissive indemnification of its employees and agents,
to the fullest extent permissible under Delaware law.

Article Ninth of the Registrant's Restated Certificate of Incorporation provides
that the liability of its directors for monetary damages shall be eliminated to
the fullest extent permissible under Delaware law. Pursuant to Delaware law,
this includes elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to the Registrant and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

         The Registrant has entered into agreements with its directors and
certain of its executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred (including expenses of a derivative action) in
connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that such person is or was a
director or officer of the Registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The indemnification agreements also set forth
certain procedures that will apply in the event of a claim for indemnification
thereunder.

         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 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.

         The Registrant has obtained a policy of directors' and officers'
liability insurance that insures the Registrant's directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.    EXHIBITS.
       4.1      Restated Certificate of Incorporation of the Registrant
                (Incorporated by reference to the Registrant's  Registration
                Statement on Form S-8 (Registration No. 333-91715) on
                November 29, 1999).

       4.2      Amended and Restated Bylaws of the Registrant (Incorporated by
                reference to the Registrant's  Registration Statement on
                Form S-8 (Registration No. 333-91715) on November 29, 1999).

       5.1      Opinion of MORRISON & FOERSTER LLP.

       23.1     Consent of Ernst & Young LLP, Independent Auditors.

       23.2     Consent of MORRISON & FOERSTER LLP (contained in Exhibit 5.1).

       24.1     Power of Attorney (See signature page of this Registration
                Statement).

       99.1     Registrant's 1999 Employee Stock Purchase Plan.

       99.2     Registrant's 2000 Non-Qualified Stock Option Plan.

       99.3     AllBusiness.com, Inc. 1998 Stock Option and Incentive Plan.

       99.4     AllBusiness.com, Inc. 1999 Stock Plan

       99.5     Husdawg Communications, Inc. 2000 Stock Plan

ITEM 9.    UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

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

                           (i) To include any prospectus required by
                           Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           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 20 percent 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 the
                           Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission 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.

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

         (b) 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 the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) 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 indemnity provisions
         summarized in Item 6 above 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 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.
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 San Francisco, State of California, on May 15,
2000.

                               NBC INTERNET, INC.

                                 By: /s/ William J. Lansing

                                     ----------------------
                                     William J. Lansing
                                     Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, William J.
Lansing and Anthony Altig, with full power to act alone, as his or her true and
lawful attorney-in-fact, with the power of substitution, for and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                       TITLE                                  DATE

             ---------                                       -----                                  ----
/s/ William J. Lansing                         Chief Executive Officer and Class               May 15, 2000
-----------------------                        A Director
     William J. Lansing
/s/ Anthony Altig                              Principal Financial and                         May 15, 2000
------------------------                       Accounting Officer
     Anthony Altig

/s/ Chris Kitze                                Vice Chairman of the Board of                   May 15, 2000
------------------------                       Directors and Class A Director
     Chris Kitze

/s/ James J. Heffernan
------------------------                       Class A Director                                May 15, 2000
     James J. Heffernan

/s/ Jeffrey Ballowe
------------------------                       Class A Director                                May 15, 2000
     Jeffrey Ballowe

/s/ Philip Schlein
------------------------                       Class A Director                                May 15, 2000
     Philip Schlein

/s/ Robert C. Harris, Jr.
-------------------------                      Class A Director                                May 15, 2000
   Robert C. Harris, Jr.

/s/ L. Lowry Mays
------------------------                       Class A Director                                May 15, 2000
     L. Lowry Mays

/s/ Mark W. Begor
------------------------                       Class B Director                                May 15, 2000
     Mark W. Begor
/s/ Robert C. Wright                           Chairman of the Board of
------------------------                       Directors and Class B Director                  May 15, 2000
     Robert C. Wright

/s/ Gary M. Reiner
------------------------                       Class B Director                                May 15, 2000
     Gary M. Reiner

/s/ John F. Welch
------------------------                       Class B Director                                May 15, 2000
     John F. Welch

/s/ Martin J. Yudkovitz
------------------------                       Class B Director                                May 15, 2000
     Martin J. Yudkovitz

/s/ Scott M. Sassa
------------------------                       Class B Director                                May 15, 2000
     Scott M. Sassa
EXHIBIT INDEX

EXHIBIT

NUMBER                              DESCRIPTION

         4.1      Restated Certificate of Incorporation of the Registrant
                  (Incorporated by reference to the Registrant's Registration
                  Statement on Form S-8 (Registration No. 333-91715) on November
                  29, 1999).

         4.2      Amended and Restated Bylaws of the Registrant (Incorporated by
                  reference to the Registrant's Registration Statement on Form
                  S-8 (Registration No. 333-91715) on November 29, 1999).

         5.1      Opinion of MORRISON & FOERSTER LLP.

         23.1     Consent of Ernst & Young LLP, Independent Auditors.

         23.2     Consent of MORRISON & FOERSTER LLP (contained in Exhibit 5.1).

         24.1     Power of Attorney (See signature page of this Registration
                  Statement).

         99.1     Registrant's 1999 Employee Stock Purchase Plan.

         99.2     Registrant's 2000 Non-Qualified Stock Option Plan.

         99.3     AllBusiness.com, Inc. 1998 Stock Option and Incentive Plan.

         99.4     AllBusiness.com, Inc. 1999 Stock Plan

         99.5     Husdawg Communications, Inc. 2000 Stock Plan