<PAGE>

          As filed with the Securities and Exchange Commission on July 31, 2000
                                            Registration No. 333-______________

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



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           RHYTHMS NETCONNECTIONS INC.
             (Exact name of Registrant as specified in its charter)

                  DELAWARE                              33-0747515
           (State or other jurisdiction              (I.R.S. Employer
                of incorporation or                   Identification
                  organization)                           Number)

                            9100 EAST MINERAL CIRCLE
                            ENGLEWOOD, COLORADO 80112
                                 (303) 476-4200
               (Address, including zip code, and telephone number,
                 including area code, of Registrant's Principal
                               Executive Offices)

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

                          STOCK AWARD TO MR. SHANEYFELT
                            (Full title of the Plan)

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

                               CATHERINE M. HAPKA
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           RHYTHMS NETCONNECTIONS INC.
                            9100 EAST MINERAL CIRCLE
                            ENGLEWOOD, COLORADO 80112
                                 (303) 476-4200
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

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

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
             Title of Securities                Amount to be      Proposed Maximum        Proposed Maximum        Amount of
               to be Registered                Registered (1)      Offering Price        Aggregate Offering   Registration Fee
                                                                   Per Share (2)             Price (2)
--------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>                    <C>                  <C>
Common Stock, par value $.001 per share           41,667              $14.125               $588,546.37            $155.38

--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Registrant's Common Stock which become issuable with respect to the
         securities registered hereunder by reason of any stock splits, stock
         dividends, recapitalization or other similar transactions, as provided
         by Rule 416 of the Securities Act of 1933, as amended (the "Securities
         Act").

(2)      This calculation is made solely for the purpose of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act on the basis of the average of the high and low price
         per share of Common Stock ($14.125) on the National Market System of
         the National Association of Securities Dealers Automated Quotation
         System ("NASDAQ") as of July 27, 2000 (within 5 business days prior
         to filing this Registration Statement).

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents heretofore filed with the Commission by the
Company are incorporated herein by reference:

         -  The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1999 filed with the Commission March 30, 2000;

         -  Definitive Revised Proxy Statement, as filed with the Commission on
            April 10, 2000;

         -  The Registrant's Quarterly Report on Form 10-Q for the fiscal
            quarter ended March 31, 1999 filed with the Commission on May 12,
            2000;

         -  The Registrant's Registration Statement on Form 8-A filed with the
            Commission on April 1, 1999, including any amendments or reports
            filed for the purpose of updating such description, in which there
            is described the terms, rights and provisions applicable to the
            Registrant's Common Stock; and

         -  The Registrant's Registration Statement on Form 8-A filed with the
            Commission on April 8, 1999, including any amendments or reports
            filed for the purpose of updating such description, in which there
            is described the terms, rights and provisions applicable to the
            Registrant's Preferred Sock Purchase Rights.

         All reports, documents or information statements subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be 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 supersede, 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.

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law permits
indemnification of the Registrant's officers and directors under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors
against any liability asserted against such person and incurred by him or her
in such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under the provisions of Section 145 of the Delaware General
Corporation Law.

         Article VII, Section 1 of the Registrant's Restated Bylaws provides
that the Registrant shall indemnify its directors and executive officers to
the fullest extent not prohibited by the Delaware General Corporation Law.
The rights to indemnify thereunder continue as to a person who has ceased to
be a director, officer, employee or agent and inure to the benefit of the
heirs, executors and administrators of the person. In addition, expenses
incurred by a director or executive officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding by reason of the
fact that he or she is or was a director or officer of the Registrant (or was
serving at the Registrant's request as a director or officer of another
corporation) shall be paid by the Registrant in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by
the registrant as authorized by the relevant section of the Delaware General
Corporation Law.

         As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, Article V, Section (A) of the Registrant's Restated
Certificate of Incorporation provides that a director of the Registrant shall
not be personally liable 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 Registrant or its stockholders, (ii) for acts or omissions not
in good faith or acts or omissions that involve 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
any improper personal benefit.

         The Registrant has entered into indemnification agreements with each
of its directors and executive officers. Generally, the indemnification
agreements attempt to provide the maximum protection permitted by Delaware
law as it may be amended from time to time. Moreover, the indemnification
agreements provide for certain additional indemnification. Under such
additional indemnification provisions, however, an individual will not
receive indemnification for judgments, settlements or expenses if he or she
is found liable to the Registrant (except to the extent the court determines
he or she is fairly and reasonably entitled to indemnity for expenses), for
settlements not approved by the Registrant or for settlements and expenses if
the settlement is not approved by the court. The indemnification agreements
provide for the Registrant to advance to the individual any and all
reasonable expenses including legal fees and expenses incurred in
investigating or defending any such action, suit or proceeding. In order to
receive an advance of expenses, the individual must submit to the Registrant
copies of invoices presented to him or her for such expenses. Also, the
individual must repay such advances upon a final judicial decision that he or
she is not entitled to indemnification.

         The Registrant has purchased directors' and officers' liability
insurance. The Registrant intends to enter into additional indemnification
agreements with each of its directors and executive officers to effectuate
these indemnity provisions.

         The Registrant has an insurance policy covering the directors and
officers of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

   Exhibit
    Number            Description of Exhibits
   -------            -----------------------
      4               Instruments Defining the Rights of Stockholders.
                      Reference is made to Registration's Registration Statement
                      on Form 8-A, together with the amendments and exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Items 3(c) and 3(d).

      5               Opinion and Consent of Brownstein Hyatt & Farber, P.C.

     23.1             Consent of PricewaterhouseCoopers LLP.

     23.2             Consent of Brownstein Hyatt & Farber, P.C. is contained
                      in Exhibit 5.

      24              Power of Attorney.  Reference is made to the Signature
                      Page of this Registration Statement.

     99.1             Description of Stock Award to Mr. Shaneyfelt.


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.

                  (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) shall not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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
1934 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

<PAGE>

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.

(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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the 1934 Act) that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

(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 foregoing indemnification provisions summarized in
Item 6 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
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, 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 Englewood, State of Colorado, on
July 28, 2000.

                                                RHYTHMS NETCONNECTIONS INC.

                                                By: /s/ John W. Braukman
                                                    ------------------------
                                                    John W. Braukman
                                                    Chief Financial Officer

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Catherine M. Hapka and John
W. Braukman, and each of them, as such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person 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 Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his or her substitutes, may lawfully do or cause
to be done by virtue thereof.

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

SIGNATURES                          TITLE                        DATE


/s/ Catherine M. Hapka
----------------------     Chairman of the Board and          July 28, 2000
Catherine M. Hapka         Chief Executive Officer
                           and Director (Principal
                              Executive Officer)


/s/ John W. Braukman
----------------------      Chief Financial Officer           July 28, 2000
John W. Braukman           (Principal Financial and
                             Accounting Officer)


/s/ Kevin R. Compton
----------------------             Director                   July 28, 2000
Kevin R. Compton


----------------------             Director                   July __, 2000
Keith B. Geeslin


<PAGE>


/s/ Susan Mayer
----------------------             Director                  July 28, 2000
Susan Mayer


----------------------             Director                  July __, 2000
William R. Stensrud


----------------------             Director                  July __, 2000
John L. Walecka


/s/ Edward J. Zander
----------------------             Director                  July 28, 2000
Edward J. Zander


/s/ Michael Levitt
----------------------             Director                  July 28, 2000
Michael Levitt

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                          RHYTHMS NETCONNECTIONS, INC.




                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
    Exhibit Number         Exhibit
    --------------         -------
<S>                        <C>
         4                 Instruments Defining the Rights of Stockholders.
                           Reference is made to Registrant's Registration
                           Statements on Form 8-A, together with the amendments
                           and exhibits thereto, which are incorporated herein
                           by reference pursuant to Items 3(c) and 3(d).

         5                 Opinion and Consent of Brownstein Hyatt & Farber, P.C.

        23.1               Consent of PricewaterhouseCoopers LLP.

        23.2               Consent of Brownstein Hyatt & Farber, P.C. is contained in Exhibit 5.

        24                 Power of Attorney. Reference is made to the Signature Page of this
                           Registration Statement.

        99.1               Description of Stock Award to Mr. Shaneyfelt.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20702}]
{"company-data": {"conformed-name": "RHYTHMS NET CONNECTIONS INC", "cik": "0001065869", "assigned-sic": "4813", "irs-number": "330747515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42654", "film-number": "682729"}, "business-address": {"street1": "7337 S REVERE PKWY SUITE 100", "city": "ENGLEWOOD", "state": "CO", "zip": "80112-3931", "phone": "3034764200"}}
As filed with the Securities and Exchange Commission on July 31, 2000
                                            Registration No. 333-______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           RHYTHMS NETCONNECTIONS INC.
             (Exact name of Registrant as specified in its charter)

                  DELAWARE                              33-0747515
           (State or other jurisdiction              (I.R.S. Employer
                of incorporation or                   Identification
                  organization)                           Number)

                            9100 EAST MINERAL CIRCLE
                            ENGLEWOOD, COLORADO 80112
                                 (303) 476-4200
               (Address, including zip code, and telephone number,
                 including area code, of Registrant's Principal
                               Executive Offices)

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

                          STOCK AWARD TO MR. SHANEYFELT
                            (Full title of the Plan)

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

                               CATHERINE M. HAPKA
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           RHYTHMS NETCONNECTIONS INC.
                            9100 EAST MINERAL CIRCLE
                            ENGLEWOOD, COLORADO 80112
                                 (303) 476-4200
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                         ------------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
             Title of Securities                Amount to be      Proposed Maximum        Proposed Maximum        Amount of
               to be Registered                Registered (1)      Offering Price        Aggregate Offering   Registration Fee
                                                                   Per Share (2)             Price (2)
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share           41,667              $14.125               $588,546.37            $155.38

--------------------------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement shall also cover any additional shares of
         Registrant's Common Stock which become issuable with respect to the
         securities registered hereunder by reason of any stock splits, stock
         dividends, recapitalization or other similar transactions, as provided
         by Rule 416 of the Securities Act of 1933, as amended (the "Securities
         Act").

(2)      This calculation is made solely for the purpose of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act on the basis of the average of the high and low price
         per share of Common Stock ($14.125) on the National Market System of
         the National Association of Securities Dealers Automated Quotation
         System ("NASDAQ") as of July 27, 2000 (within 5 business days prior
         to filing this Registration Statement).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents heretofore filed with the Commission by the
Company are incorporated herein by reference:

         -  The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1999 filed with the Commission March 30, 2000;

         -  Definitive Revised Proxy Statement, as filed with the Commission on
            April 10, 2000;

         -  The Registrant's Quarterly Report on Form 10-Q for the fiscal
            quarter ended March 31, 1999 filed with the Commission on May 12,
            2000;

         -  The Registrant's Registration Statement on Form 8-A filed with the
            Commission on April 1, 1999, including any amendments or reports
            filed for the purpose of updating such description, in which there
            is described the terms, rights and provisions applicable to the
            Registrant's Common Stock; and

         -  The Registrant's Registration Statement on Form 8-A filed with the
            Commission on April 8, 1999, including any amendments or reports
            filed for the purpose of updating such description, in which there
            is described the terms, rights and provisions applicable to the
            Registrant's Preferred Sock Purchase Rights.

         All reports, documents or information statements subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be 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 supersede, 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

         Section 145 of the Delaware General Corporation Law permits
indemnification of the Registrant's officers and directors under certain
conditions and subject to certain limitations. Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors
against any liability asserted against such person and incurred by him or her
in such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under the provisions of Section 145 of the Delaware General
Corporation Law.

         Article VII, Section 1 of the Registrant's Restated Bylaws provides
that the Registrant shall indemnify its directors and executive officers to
the fullest extent not prohibited by the Delaware General Corporation Law.
The rights to indemnify thereunder continue as to a person who has ceased to
be a director, officer, employee or agent and inure to the benefit of the
heirs, executors and administrators of the person. In addition, expenses
incurred by a director or executive officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding by reason of the
fact that he or she is or was a director or officer of the Registrant (or was
serving at the Registrant's request as a director or officer of another
corporation) shall be paid by the Registrant in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by
the registrant as authorized by the relevant section of the Delaware General
Corporation Law.

         As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, Article V, Section (A) of the Registrant's Restated
Certificate of Incorporation provides that a director of the Registrant shall
not be personally liable 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 Registrant or its stockholders, (ii) for acts or omissions not
in good faith or acts or omissions that involve 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
any improper personal benefit.

         The Registrant has entered into indemnification agreements with each
of its directors and executive officers. Generally, the indemnification
agreements attempt to provide the maximum protection permitted by Delaware
law as it may be amended from time to time. Moreover, the indemnification
agreements provide for certain additional indemnification. Under such
additional indemnification provisions, however, an individual will not
receive indemnification for judgments, settlements or expenses if he or she
is found liable to the Registrant (except to the extent the court determines
he or she is fairly and reasonably entitled to indemnity for expenses), for
settlements not approved by the Registrant or for settlements and expenses if
the settlement is not approved by the court. The indemnification agreements
provide for the Registrant to advance to the individual any and all
reasonable expenses including legal fees and expenses incurred in
investigating or defending any such action, suit or proceeding. In order to
receive an advance of expenses, the individual must submit to the Registrant
copies of invoices presented to him or her for such expenses. Also, the
individual must repay such advances upon a final judicial decision that he or
she is not entitled to indemnification.

         The Registrant has purchased directors' and officers' liability
insurance. The Registrant intends to enter into additional indemnification
agreements with each of its directors and executive officers to effectuate
these indemnity provisions.

         The Registrant has an insurance policy covering the directors and
officers of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

   Exhibit
    Number            Description of Exhibits
   -------            -----------------------
      4               Instruments Defining the Rights of Stockholders.
                      Reference is made to Registration's Registration Statement
                      on Form 8-A, together with the amendments and exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Items 3(c) and 3(d).

      5               Opinion and Consent of Brownstein Hyatt & Farber, P.C.

     23.1             Consent of PricewaterhouseCoopers LLP.

     23.2             Consent of Brownstein Hyatt & Farber, P.C. is contained
                      in Exhibit 5.

      24              Power of Attorney.  Reference is made to the Signature
                      Page of this Registration Statement.

     99.1             Description of Stock Award to Mr. Shaneyfelt.

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.

                  (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) shall not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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
1934 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 at 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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the 1934 Act) that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

(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 foregoing indemnification provisions summarized in
Item 6 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
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, 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 Englewood, State of Colorado, on
July 28, 2000.

                                                RHYTHMS NETCONNECTIONS INC.

                                                By: /s/ John W. Braukman
                                                    ------------------------
                                                    John W. Braukman
                                                    Chief Financial Officer

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Catherine M. Hapka and John
W. Braukman, and each of them, as such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person 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 Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his or her substitutes, may lawfully do or cause
to be done by virtue thereof.

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

SIGNATURES                          TITLE                        DATE

/s/ Catherine M. Hapka
----------------------     Chairman of the Board and          July 28, 2000
Catherine M. Hapka         Chief Executive Officer
                           and Director (Principal
                              Executive Officer)

/s/ John W. Braukman
----------------------      Chief Financial Officer           July 28, 2000
John W. Braukman           (Principal Financial and
                             Accounting Officer)

/s/ Kevin R. Compton
----------------------             Director                   July 28, 2000
Kevin R. Compton

----------------------             Director                   July __, 2000
Keith B. Geeslin
/s/ Susan Mayer
----------------------             Director                  July 28, 2000
Susan Mayer

----------------------             Director                  July __, 2000
William R. Stensrud

----------------------             Director                  July __, 2000
John L. Walecka

/s/ Edward J. Zander
----------------------             Director                  July 28, 2000
Edward J. Zander

/s/ Michael Levitt
----------------------             Director                  July 28, 2000
Michael Levitt
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                          RHYTHMS NETCONNECTIONS, INC.

                                  EXHIBIT INDEX
Exhibit Number         Exhibit
    --------------         -------
4                 Instruments Defining the Rights of Stockholders.
                           Reference is made to Registrant's Registration
                           Statements on Form 8-A, together with the amendments
                           and exhibits thereto, which are incorporated herein
                           by reference pursuant to Items 3(c) and 3(d).

         5                 Opinion and Consent of Brownstein Hyatt & Farber, P.C.

        23.1               Consent of PricewaterhouseCoopers LLP.

        23.2               Consent of Brownstein Hyatt & Farber, P.C. is contained in Exhibit 5.

        24                 Power of Attorney. Reference is made to the Signature Page of this
                           Registration Statement.

        99.1               Description of Stock Award to Mr. Shaneyfelt.