<PAGE>
                                                                          1

 As filed with the Securities and Exchange Commission on January 17, 2001

                        Registration No. __________
===========================================================================

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


            --------------------------------------------------
                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
            --------------------------------------------------


                   NETWORK ACCESS SOLUTIONS CORPORATION
          (Exact name of registrant as specified in its charter)


                 Delaware                              54-1738938
      (State or other jurisdiction of               (I.R.S. Employer
      Incorporation or organization)               Identification No.)


       13650 Dulles Technology Drive
             Herndon, Virginia                            20171
 (Address of principal executive offices)              (Zip Code)


            --------------------------------------------------
              1998 STOCK INCENTIVE PLAN -- ADDITIONAL SHARES
                     2000 EMPLOYEE STOCK PURCHASE PLAN
                          (Full titles of plans)
            --------------------------------------------------

        Name, address and telephone                     Copy to:
       number of agent for service:
        WORTH D. MACMURRAY, ESQUIRE            SYLVIA M. MAHAFFEY, ESQUIRE
   Network Access Solutions Corporation               Shaw Pittman
       13650 Dulles Technology Drive               2300 N Street, N.W.
            Herndon, VA  20171                    Washington, DC  20037
              (703) 793-5109                         (202) 663-8027


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


<PAGE>
<PAGE>
                                                                          2
===========================================================================
                      CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
              |             | Proposed   |    Proposed     |
  Title of    |  Amount to  |  Maximum   |     Maximum     |   Amount of
 Securities   |     be      | Offering   |    Aggregate    | Registration
    to be     | Registered  | Price per  | Offering Price  |    Fee (2)
 Registered   |     (1)     | Share (2)  |       (2)       |
===========================================================================
   Common     |             |            |                 |
   Stock,     |             |            |                 |
 $0.001 par   |  2,500,000  |    N/A     |   $2,150,000    |    $651.52
    value     |             |            |                 |
---------------------------------------------------------------------------

(1)  Of the shares of Common Stock being registered hereunder, (i)
     2,000,000 additional shares are reserved for issuance pursuant to the
     1998 Stock Incentive Plan (the "Option Plan"); and (ii) an aggregate
     of 500,000 shares are reserved for issuance pursuant to the 2000
     Employee Stock Purchase Plan (the "Purchase Plan").  In addition,
     pursuant to Rule 416 under the Securities Act of 1933, as amended,
     this Registration Statement also covers an indeterminate number of
     additional shares of Common Stock as may become available for
     issuance pursuant to the foregoing plans in the event of certain
     changes in outstanding shares, including reorganizations,
     recapitalizations, stock splits, stock dividends and reverse stock
     splits.

(2)  Estimated solely for purposes of calculating the registration fee
     pursuant to Rule 457(c) and (h). The proposed maximum offering price
     per share, proposed maximum aggregate offering price and the amount
     of the registration fee are based on the average of the high and low
     prices of Network Access Solutions Corporation Common Stock reported
     on the Nasdaq National Market for the five-day period ending January
     12, 2001 (i.e. $.86 per share).



<PAGE>
<PAGE>
                                                                          3
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

     (a)  Prospectus filed pursuant to Rule 424(b) on June 4, 1999 and
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;

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

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

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

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     As permitted by the Delaware General Corporation Law, Article Tenth
of the Registrant's Amended and Restated Certificate of Incorporation (the
"Certificate") provides for indemnification of directors and officers of
the Registrant, as follows:

<PAGE>
<PAGE>
                                                                          4
     The Registrant shall, to the fullest extent permitted by Section
     145 of the Delaware General Corporation Law, as amended from
     time to time, indemnify each person who was or is a party or is
     threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that he
     is or was, or has agreed to become, a director or officer of the
     Registrant, or is or was serving, or had agreed to serve, at the
     request of the Registrant, as a director, officer or trustee of,
     or in a similar capacity with, another corporation, partnership,
     joint venture, trust or other enterprise (including any employee
     benefit plan), or by reason of any action alleged to have been
     taken or omitted in such capacity, against all expenses
     (including attorneys' fees), judgments, fines and amounts paid
     in settlement actually and reasonably incurred by him or on his
     behalf in connection with such action, suit or proceeding and
     any appeal therefrom.

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

     As permitted by the Delaware General Corporation Law, Article Ninth
of the Registrant's Amended and Restated Certificate of Incorporation
provides for limitation of liability of directors of the Registrant, as
follows:

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

Item 7. Exemption from Registration Claimed.

     Not applicable.


<PAGE>
<PAGE>
                                                                          5
Item 8. Exhibits.

EXHIBIT
NUMBER    DESCRIPTION
------    -----------
4.1 *     Amended and Restated Certificate of Incorporation (incorporated
          by reference from Exhibit 3.1 of the Registrant's Registration
          Statement on Form S-1 (No. 333-74679), as amended)

4.2 *     Amended and Restated By-Laws (incorporated by reference from
          Exhibit 3.2 of the Registrant's Registration Statement on Form
          S-1 (No. 333-74679), as amended)

4.3       1998 Stock Incentive Plan, as amended

4.4       2000 Employee Stock Purchase Plan, as amended

5.1       Opinion of Shaw Pittman, counsel for the Registrant, regarding
          the legal validity of the shares of Common Stock being
          registered for issuance under each of the Plans

23.1      Consent of Independent Auditors

23.2      Consent of Counsel (contained in Exhibit 5.1)

24        Power of Attorney (included on Signature Page)
_______________
*  Incorporated by reference.

<PAGE>
<PAGE>
                                                                          6
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

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

          (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

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

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

     Paragraphs (1)(i) and (1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.

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

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

     (4)  To submit the plan and any amendment thereto to the Internal
     Revenue Service ("IRS") in a timely manner, and to make all changes
     required by the IRS in order to qualify the plan.

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


<PAGE>
<PAGE>
                                                                          7
     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


<PAGE>
<PAGE>
                                                                          8
                                SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Herndon,
Commonwealth of Virginia, on the 17th day of January, 2001.

                                   NETWORK ACCESS SOLUTIONS CORPORATION

                                   By:  /s/  Jonathan P. Aust
                                      ---------------------------------
                                        Jonathan P. Aust
                                        Chief Executive Officer and
                                        Chairman of the Board of Directors

                            POWERS OF ATTORNEY
     Each person whose signature appears below constitutes and appoints
Jonathan P. Aust as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his
name, place and stead, in any and all capacities, to sign any or all
further 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 said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

        Signature                  Title                          Date
        ---------                  -----                          ----

  /s/  JONATHAN P. AUST       Chief Executive Officer and     Jan. 17, 2001
---------------------------   Chairman of the Board of Directors
    Jonathan P. Aust          (Principal Executive Officer)
                              and a Director

/s/  SCOTT G. YANCEY, JR.     Chief Financial Officer         Jan. 17, 2001
---------------------------   (Principal Financial and
  Scott G. Yancey, Jr.        Accounting Officer)


/s/  NICHOLAS J. WILLIAMS     President and                   Jan. 17, 2001
---------------------------   Chief Operating Officer
  Nicholas J. Williams        and a Director


<PAGE>
<PAGE>
                                                                          9
        Signature                  Title                          Date
        ---------                  -----                          ----

 /s/ BRION B. APPLEGATE       Director                        Jan. 17, 2001
---------------------------
   Brion B. Applegate


 /s/ ROBERT A. NICHOLSON      Director                        Jan. 17, 2001
---------------------------
   Robert A. Nicholson


  /s/ DENNIS R. PATRICK       Director                        Jan. 17, 2001
---------------------------
    Dennis R. Patrick

<PAGE>
<PAGE>
                                                                         10
                               EXHIBIT INDEX

EXHIBIT
NUMBER    DESCRIPTION
------    -----------
4.1 *     Amended and Restated Certificate of Incorporation (incorporated
          by reference from Exhibit 3.1 of the Registrant's Registration
          Statement on Form S-1 (No. 333-74679), as amended)

4.2 *     Amended and Restated By-Laws (incorporated by reference from
          Exhibit 3.2 of the Registrant's Registration Statement on Form
          S-1 (No. 333-74679), as amended)

4.3       1998 Stock Incentive Plan, as amended

4.4       2000 Employee Stock Purchase Plan, as amended

5.1       Opinion of Shaw Pittman, counsel for the Registrant, regarding
          the legal validity of the shares of Common Stock being
          registered for issuance under each of the Plans

23.1      Consent of Independent Auditors

23.2      Consent of Counsel (contained in Exhibit 5.1)

24        Power of Attorney (included on Signature Page)

_______________
*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 19086}]
{"company-data": {"conformed-name": "NETWORK ACCESS SOLUTIONS CORP", "cik": "0001081665", "assigned-sic": "4813", "irs-number": "541738938", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53850", "film-number": "1510464"}, "business-address": {"street1": "100 CARPENTER DR", "city": "STERLING", "state": "VA", "zip": "20164", "phone": "7037427700"}, "mail-address": {"street1": "100 CARPENTER DR", "city": "STERLING", "state": "VA", "zip": "20164"}}
1

 As filed with the Securities and Exchange Commission on January 17, 2001

                        Registration No. __________
===========================================================================

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

            --------------------------------------------------
                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
            --------------------------------------------------

                   NETWORK ACCESS SOLUTIONS CORPORATION
          (Exact name of registrant as specified in its charter)

                 Delaware                              54-1738938
      (State or other jurisdiction of               (I.R.S. Employer
      Incorporation or organization)               Identification No.)

       13650 Dulles Technology Drive
             Herndon, Virginia                            20171
 (Address of principal executive offices)              (Zip Code)

            --------------------------------------------------
              1998 STOCK INCENTIVE PLAN -- ADDITIONAL SHARES
                     2000 EMPLOYEE STOCK PURCHASE PLAN
                          (Full titles of plans)
            --------------------------------------------------

        Name, address and telephone                     Copy to:
       number of agent for service:
        WORTH D. MACMURRAY, ESQUIRE            SYLVIA M. MAHAFFEY, ESQUIRE
   Network Access Solutions Corporation               Shaw Pittman
       13650 Dulles Technology Drive               2300 N Street, N.W.
            Herndon, VA  20171                    Washington, DC  20037
              (703) 793-5109                         (202) 663-8027

===========================================================================
2
===========================================================================
                      CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
              |             | Proposed   |    Proposed     |
  Title of    |  Amount to  |  Maximum   |     Maximum     |   Amount of
 Securities   |     be      | Offering   |    Aggregate    | Registration
    to be     | Registered  | Price per  | Offering Price  |    Fee (2)
 Registered   |     (1)     | Share (2)  |       (2)       |
===========================================================================
   Common     |             |            |                 |
   Stock,     |             |            |                 |
 $0.001 par   |  2,500,000  |    N/A     |   $2,150,000    |    $651.52
    value     |             |            |                 |
---------------------------------------------------------------------------

(1)  Of the shares of Common Stock being registered hereunder, (i)
     2,000,000 additional shares are reserved for issuance pursuant to the
     1998 Stock Incentive Plan (the "Option Plan"); and (ii) an aggregate
     of 500,000 shares are reserved for issuance pursuant to the 2000
     Employee Stock Purchase Plan (the "Purchase Plan").  In addition,
     pursuant to Rule 416 under the Securities Act of 1933, as amended,
     this Registration Statement also covers an indeterminate number of
     additional shares of Common Stock as may become available for
     issuance pursuant to the foregoing plans in the event of certain
     changes in outstanding shares, including reorganizations,
     recapitalizations, stock splits, stock dividends and reverse stock
     splits.

(2)  Estimated solely for purposes of calculating the registration fee
     pursuant to Rule 457(c) and (h). The proposed maximum offering price
     per share, proposed maximum aggregate offering price and the amount
     of the registration fee are based on the average of the high and low
     prices of Network Access Solutions Corporation Common Stock reported
     on the Nasdaq National Market for the five-day period ending January
     12, 2001 (i.e. $.86 per share).
3
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

     (a)  Prospectus filed pursuant to Rule 424(b) on June 4, 1999 and
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;

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

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

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

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     As permitted by the Delaware General Corporation Law, Article Tenth
of the Registrant's Amended and Restated Certificate of Incorporation (the
"Certificate") provides for indemnification of directors and officers of
the Registrant, as follows:
4
     The Registrant shall, to the fullest extent permitted by Section
     145 of the Delaware General Corporation Law, as amended from
     time to time, indemnify each person who was or is a party or is
     threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that he
     is or was, or has agreed to become, a director or officer of the
     Registrant, or is or was serving, or had agreed to serve, at the
     request of the Registrant, as a director, officer or trustee of,
     or in a similar capacity with, another corporation, partnership,
     joint venture, trust or other enterprise (including any employee
     benefit plan), or by reason of any action alleged to have been
     taken or omitted in such capacity, against all expenses
     (including attorneys' fees), judgments, fines and amounts paid
     in settlement actually and reasonably incurred by him or on his
     behalf in connection with such action, suit or proceeding and
     any appeal therefrom.

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

     As permitted by the Delaware General Corporation Law, Article Ninth
of the Registrant's Amended and Restated Certificate of Incorporation
provides for limitation of liability of directors of the Registrant, as
follows:

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

Item 7. Exemption from Registration Claimed.

     Not applicable.
5
Item 8. Exhibits.

EXHIBIT
NUMBER    DESCRIPTION
------    -----------
4.1 *     Amended and Restated Certificate of Incorporation (incorporated
          by reference from Exhibit 3.1 of the Registrant's Registration
          Statement on Form S-1 (No. 333-74679), as amended)

4.2 *     Amended and Restated By-Laws (incorporated by reference from
          Exhibit 3.2 of the Registrant's Registration Statement on Form
          S-1 (No. 333-74679), as amended)

4.3       1998 Stock Incentive Plan, as amended

4.4       2000 Employee Stock Purchase Plan, as amended

5.1       Opinion of Shaw Pittman, counsel for the Registrant, regarding
          the legal validity of the shares of Common Stock being
          registered for issuance under each of the Plans

23.1      Consent of Independent Auditors

23.2      Consent of Counsel (contained in Exhibit 5.1)

24        Power of Attorney (included on Signature Page)
_______________
*  Incorporated by reference.
6
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

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

          (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

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

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

     Paragraphs (1)(i) and (1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.

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

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

     (4)  To submit the plan and any amendment thereto to the Internal
     Revenue Service ("IRS") in a timely manner, and to make all changes
     required by the IRS in order to qualify the plan.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
7
     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
8
                                SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Herndon,
Commonwealth of Virginia, on the 17th day of January, 2001.

                                   NETWORK ACCESS SOLUTIONS CORPORATION

                                   By:  /s/  Jonathan P. Aust
                                      ---------------------------------
                                        Jonathan P. Aust
                                        Chief Executive Officer and
                                        Chairman of the Board of Directors

                            POWERS OF ATTORNEY
     Each person whose signature appears below constitutes and appoints
Jonathan P. Aust as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his
name, place and stead, in any and all capacities, to sign any or all
further 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 said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

        Signature                  Title                          Date
        ---------                  -----                          ----

  /s/  JONATHAN P. AUST       Chief Executive Officer and     Jan. 17, 2001
---------------------------   Chairman of the Board of Directors
    Jonathan P. Aust          (Principal Executive Officer)
                              and a Director

/s/  SCOTT G. YANCEY, JR.     Chief Financial Officer         Jan. 17, 2001
---------------------------   (Principal Financial and
  Scott G. Yancey, Jr.        Accounting Officer)

/s/  NICHOLAS J. WILLIAMS     President and                   Jan. 17, 2001
---------------------------   Chief Operating Officer
  Nicholas J. Williams        and a Director
9
        Signature                  Title                          Date
        ---------                  -----                          ----

 /s/ BRION B. APPLEGATE       Director                        Jan. 17, 2001
---------------------------
   Brion B. Applegate

 /s/ ROBERT A. NICHOLSON      Director                        Jan. 17, 2001
---------------------------
   Robert A. Nicholson

  /s/ DENNIS R. PATRICK       Director                        Jan. 17, 2001
---------------------------
    Dennis R. Patrick
10
                               EXHIBIT INDEX

EXHIBIT
NUMBER    DESCRIPTION
------    -----------
4.1 *     Amended and Restated Certificate of Incorporation (incorporated
          by reference from Exhibit 3.1 of the Registrant's Registration
          Statement on Form S-1 (No. 333-74679), as amended)

4.2 *     Amended and Restated By-Laws (incorporated by reference from
          Exhibit 3.2 of the Registrant's Registration Statement on Form
          S-1 (No. 333-74679), as amended)

4.3       1998 Stock Incentive Plan, as amended

4.4       2000 Employee Stock Purchase Plan, as amended

5.1       Opinion of Shaw Pittman, counsel for the Registrant, regarding
          the legal validity of the shares of Common Stock being
          registered for issuance under each of the Plans

23.1      Consent of Independent Auditors

23.2      Consent of Counsel (contained in Exhibit 5.1)

24        Power of Attorney (included on Signature Page)

_______________
*  Incorporated by reference.