<PAGE>

        As filed with the Securities and Exchange Commission on January 14, 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            (IRS Employer Identification No.)
   of incorporation or organization)

                            6933 SOUTH REVERE PARKWAY
                            ENGLEWOOD, COLORADO 80112
               (Address of principal executive offices) (Zip Code)

                                   -----------

                          OPTION GRANT TO MR. STRINGER
                            (Full title of the Plans)

                                   -----------
                                CATHERINE M. HAPKA
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           RHYTHMS NETCONNECTIONS INC.
                            6933 SOUTH REVERE PARKWAY
                            ENGLEWOOD, COLORADO 80112
                     (Name and address of agent for service)
                                 (303) 476-4200
          (Telephone number, including area code, of agent for service)

                                   -----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                            Proposed             Proposed
Title of Securities to be           Amount to be        Maximum Offering     Maximum Aggregate        Amount of
Registered                          Registered(1)      Price per Share(2)    Offering Price(2)    Registration Fee
-------------------------------    ----------------   --------------------  ------------------   ------------------
<S>                                <C>                <C>                   <C>                  <C>
OPTION GRANT TO MR. STRINGER
------------------------------
Common Stock, $0.001 par value        70,252 shares           $14.23             $999,685.96             $277.92

OPTION GRANTS TO CERTAIN
     INDIVIDUALS(3)
------------------------------
Common Stock, $0.001 par value       319,000 shares           $16.00           $5,104,000.00           $1,347.46
                                     --------------                                                    ---------
Aggregate Registration Fee           389,252 shares                                                    $1,611.38
                                     --------------                                                    ---------
                                     --------------                                                    ---------
====================================================================================================================
</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 dividend, stock
     split, recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the exercise price of
     the listed option granted.

(3)  The options were granted pursuant to written compensation agreements to
     the following individuals in the Registrant's service:  Harper Thorpe,
     Carol Manning, Karen Breen, Stephen C. Francis, Kurt Wieneke, David
     Ochsner, Donald B. Roberts, Tiffany A. Vasilik, Jillian J. Roberts,
     Randy L. Gilbert, Kurt M. Bozarth, Richard M. Fiorella, James D. Cone,
     Matthew S. Jebbia, Daniel R. Ryan, June Summers, Torre Mckiver, Richard
     J. Schell, Wallie G. Lacks, Todd E. Swisher, David J. Proch and David M.
     Stam.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  Rhythms NetConnections, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998 filed with the Commission on
                  March 31, 1999.

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 1999; June 30, 1999; and September
                  30, 1999, filed May 17, 1999; August 11, 1999 (as amended by
                  Forms 10-Q/A filed September 3, 1999 and October 8, 1999); and
                  November 15, 1999, respectively.

         (c)      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.

         (d)      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 Stock Purchase
                  Rights.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 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 hereby have been sold or which
de-registers 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

                  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.

                                        II-1

<PAGE>

                  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

<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).
</TABLE>
                                      II-2

<PAGE>

<TABLE>

        <S>              <C>
         5               Opinion and Consent of Brobeck, Phleger & Harrison LLP.
        23.1             Consent of PricewaterhouseCoopers LLP, Independent Accountants.
        23.2             Consent of Brobeck, Phleger & Harrison LLP is contained
                         in Exhibit 5.
        24               Power of Attorney.  Reference is made to the Signature
                         Page of this Registration Statement.
        99.1             Notice of Grant of Stock Option to Mr. Stringer.
        99.2             Stock Option Agreement between the Registrant and
                         Mr. Stringer.
        99.3             Form of Notice of Grant of Stock Option to Certain
                         Individuals.
        99.4             Form of Stock Option Agreement between the
                         Registrant and Certain Individuals.

</TABLE>

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 of 1933, as
amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into this Registration Statement; (2)
that for the purpose of determining any liability under the 1933 Act each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Option Grant made to Mr. Stringer and the Option Grants
to Certain Individuals.

               B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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 1933 Act may be permitted to directors, officers or controlling persons
of the Registrant pursuant to the 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 1933 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 1933 Act and will be governed by the final adjudication of
such issue.

                                       II-3

<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 Englewood, State of
Colorado on this 13th day of January, 2000.

                               RHYTHMS NETCONNECTIONS, INC.

                               By: /s/ CATHERINE M. HAPKA
                                  -------------------------------------------
                                  Catherine M. Hapka
                                  Chief Executive Officer

                             POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Catherine M. Hapka and Scott
C. Chandler, 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 same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange 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 of 1933,
as amended, 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:

<TABLE>
<CAPTION>

                 SIGNATURE                                         TITLE                               DATE
---------------------------------------------    ------------------------------------------  ------------------------
<S>                                              <C>                                         <C>

 /s/ Catherine M. Hapka                          Chairman of the Board and Chief Executive      January 13, 2000
---------------------------------------------    Officer (Principal Executive Officer)
Catherine M. Hapka



 /s/ Scott C. Chandler                           Chief Financial Officer (Principal             January 13, 2000
---------------------------------------------    Financial and Accounting Officer)
Scott C. Chandler



 /s/ Kevin R. Compton                            Director and President                         January 13, 2000
---------------------------------------------
Kevin R. Compton



 /s/ Keith B. Geeslin                            Director                                       January 13, 2000
---------------------------------------------
Keith B. Geeslin



 /s/ Susan Mayer                                 Director                                       January 13, 2000
---------------------------------------------
Susan Mayer
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                 SIGNATURE                                         TITLE                               DATE
---------------------------------------------    ------------------------------------------  ------------------------
<S>                                              <C>                                         <C>



 /s/ William R. Stensrud                         Director                                       January 13, 2000
---------------------------------------------
William R. Stensrud




 /s/ John L. Walecka                             Director                                       January 13, 2000
---------------------------------------------
John L. Walecka




 /s/ Edward J. Zander                            Director                                       January 13, 2000
---------------------------------------------
Edward J. Zander
</TABLE>










<PAGE>










                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                          RHYTHMS NETCONNECTIONS, INC.


<PAGE>


                                  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 Brobeck, Phleger & Harrison LLP.
        23.1             Consent of PricewaterhouseCoopers LLP, Independent Accountants.
        23.2             Consent of Brobeck, Phleger & Harrison LLP is contained
                         in Exhibit 5.
        24               Power of Attorney. Reference is made to the Signature
                         Page of this Registration Statement.
        99.1             Notice of Grant of Stock Option to Mr. Stringer.
        99.2             Stock Option Agreement between the Registrant and
                         Mr. Stringer.
        99.3             Form of Notice of Grant of Stock Option to Certain
                         Individuals.
        99.4             Form of Stock Option Agreement between the
                         Registrant and Certain Individuals.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23415}]
{"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": "333-94647", "film-number": "507231"}, "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 January 14, 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            (IRS Employer Identification No.)
   of incorporation or organization)

                            6933 SOUTH REVERE PARKWAY
                            ENGLEWOOD, COLORADO 80112
               (Address of principal executive offices) (Zip Code)

                                   -----------

                          OPTION GRANT TO MR. STRINGER
                            (Full title of the Plans)

                                   -----------
                                CATHERINE M. HAPKA
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           RHYTHMS NETCONNECTIONS INC.
                            6933 SOUTH REVERE PARKWAY
                            ENGLEWOOD, COLORADO 80112
                     (Name and address of agent for service)
                                 (303) 476-4200
          (Telephone number, including area code, of agent for service)

                                   -----------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                            Proposed             Proposed
Title of Securities to be           Amount to be        Maximum Offering     Maximum Aggregate        Amount of
Registered                          Registered(1)      Price per Share(2)    Offering Price(2)    Registration Fee
-------------------------------    ----------------   --------------------  ------------------   ------------------
OPTION GRANT TO MR. STRINGER
------------------------------
Common Stock, $0.001 par value        70,252 shares           $14.23             $999,685.96             $277.92

OPTION GRANTS TO CERTAIN
     INDIVIDUALS(3)
------------------------------
Common Stock, $0.001 par value       319,000 shares           $16.00           $5,104,000.00           $1,347.46
                                     --------------                                                    ---------
Aggregate Registration Fee           389,252 shares                                                    $1,611.38
                                     --------------                                                    ---------
                                     --------------                                                    ---------
====================================================================================================================
(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 dividend, stock
     split, recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the exercise price of
     the listed option granted.

(3)  The options were granted pursuant to written compensation agreements to
     the following individuals in the Registrant's service:  Harper Thorpe,
     Carol Manning, Karen Breen, Stephen C. Francis, Kurt Wieneke, David
     Ochsner, Donald B. Roberts, Tiffany A. Vasilik, Jillian J. Roberts,
     Randy L. Gilbert, Kurt M. Bozarth, Richard M. Fiorella, James D. Cone,
     Matthew S. Jebbia, Daniel R. Ryan, June Summers, Torre Mckiver, Richard
     J. Schell, Wallie G. Lacks, Todd E. Swisher, David J. Proch and David M.
     Stam.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  Rhythms NetConnections, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998 filed with the Commission on
                  March 31, 1999.

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 1999; June 30, 1999; and September
                  30, 1999, filed May 17, 1999; August 11, 1999 (as amended by
                  Forms 10-Q/A filed September 3, 1999 and October 8, 1999); and
                  November 15, 1999, respectively.

         (c)      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.

         (d)      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 Stock Purchase
                  Rights.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 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 hereby have been sold or which
de-registers 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

                  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.

                                        II-1
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       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).
II-2
5               Opinion and Consent of Brobeck, Phleger & Harrison LLP.
        23.1             Consent of PricewaterhouseCoopers LLP, Independent Accountants.
        23.2             Consent of Brobeck, Phleger & Harrison LLP is contained
                         in Exhibit 5.
        24               Power of Attorney.  Reference is made to the Signature
                         Page of this Registration Statement.
        99.1             Notice of Grant of Stock Option to Mr. Stringer.
        99.2             Stock Option Agreement between the Registrant and
                         Mr. Stringer.
        99.3             Form of Notice of Grant of Stock Option to Certain
                         Individuals.
        99.4             Form of Stock Option Agreement between the
                         Registrant and Certain Individuals.
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 of 1933, as
amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into this Registration Statement; (2)
that for the purpose of determining any liability under the 1933 Act each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Option Grant made to Mr. Stringer and the Option Grants
to Certain Individuals.

               B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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 1933 Act may be permitted to directors, officers or controlling persons
of the Registrant pursuant to the 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 1933 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 1933 Act and will be governed by the final adjudication of
such issue.

                                       II-3
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 Englewood, State of
Colorado on this 13th day of January, 2000.

                               RHYTHMS NETCONNECTIONS, INC.

                               By: /s/ CATHERINE M. HAPKA
                                  -------------------------------------------
                                  Catherine M. Hapka
                                  Chief Executive Officer

                             POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Catherine M. Hapka and Scott
C. Chandler, 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 same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange 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 of 1933,
as amended, 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:
SIGNATURE                                         TITLE                               DATE
---------------------------------------------    ------------------------------------------  ------------------------
/s/ Catherine M. Hapka                          Chairman of the Board and Chief Executive      January 13, 2000
---------------------------------------------    Officer (Principal Executive Officer)
Catherine M. Hapka

 /s/ Scott C. Chandler                           Chief Financial Officer (Principal             January 13, 2000
---------------------------------------------    Financial and Accounting Officer)
Scott C. Chandler

 /s/ Kevin R. Compton                            Director and President                         January 13, 2000
---------------------------------------------
Kevin R. Compton

 /s/ Keith B. Geeslin                            Director                                       January 13, 2000
---------------------------------------------
Keith B. Geeslin

 /s/ Susan Mayer                                 Director                                       January 13, 2000
---------------------------------------------
Susan Mayer
SIGNATURE                                         TITLE                               DATE
---------------------------------------------    ------------------------------------------  ------------------------
/s/ William R. Stensrud                         Director                                       January 13, 2000
---------------------------------------------
William R. Stensrud

 /s/ John L. Walecka                             Director                                       January 13, 2000
---------------------------------------------
John L. Walecka

 /s/ Edward J. Zander                            Director                                       January 13, 2000
---------------------------------------------
Edward J. Zander
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 Brobeck, Phleger & Harrison LLP.
        23.1             Consent of PricewaterhouseCoopers LLP, Independent Accountants.
        23.2             Consent of Brobeck, Phleger & Harrison LLP is contained
                         in Exhibit 5.
        24               Power of Attorney. Reference is made to the Signature
                         Page of this Registration Statement.
        99.1             Notice of Grant of Stock Option to Mr. Stringer.
        99.2             Stock Option Agreement between the Registrant and
                         Mr. Stringer.
        99.3             Form of Notice of Grant of Stock Option to Certain
                         Individuals.
        99.4             Form of Stock Option Agreement between the
                         Registrant and Certain Individuals.