<PAGE>

        As filed with the Securities and Exchange Commission on April 26, 2000
                                                   Registration No. 333-________

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


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                    ---------

                        COVAD COMMUNICATIONS GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      DELAWARE                                          77-0461529
 (State of Incorporation)                (I.R.S. employer identification number)

             2330 CENTRAL EXPRESSWAY, SANTA CLARA, CALIFORNIA   95050
               (Address of Principal Executive Office)        (Zip Code)

                 1997 STOCK OPTION PLAN OF LASER LINK.NET, INC.
                           (Full Title of the "Plan")

         ROBERT E. KNOWLING, JR.                          COPY TO:
                                                          --------
 Chairman, Board of Directors, President          MEREDITH S. JACKSON, ESQ.
      and Chief Executive Officer                   ASHOK W. MUKHEY, ESQ.
    Covad Communications Group, Inc.            GEOFFREY M. TRACHTENBERG, ESQ.
        2330 Central Expressway                      Irell & Manella LLP
      Santa Clara, California 95050          1800 Avenue of the Stars, Suite 900
             (408) 844-7500                   Los Angeles, California 90067-4276
                                                       (310) 277-1010

        (Name, address including zip code and telephone number, including
                 area code, of registrants' agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

======================================= ====================== ======================= ====================== ======================
                                                                        PROPOSED               PROPOSED
                                                                        MAXIMUM                MAXIMUM
                 TITLE OF                     AMOUNT TO BE           OFFERING PRICE           AGGREGATE              AMOUNT OF
       SECURITIES TO BE REGISTERED            REGISTERED(1)          PER SHARE (2)          OFFERING PRICE        REGISTRATION FEE
--------------------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                                           <C>                      <C>                 <C>                      <C>
Laser Link.Net, Inc.
  1997 Stock Option Plan                      1,390,796                $4.766              $6,628,533.70            $1,749.93
     Common Stock, $0.001 par value
======================================= ====================== ======================= ====================== ======================
</TABLE>

(1)    This Registration Statement shall also cover any additional shares
       of Registrant's Common Stock which become issuable under the Laser
       Link.Net, Inc. 1997 Stock Option Plan 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 the purpose of this Registration Statement
       under Rule 457(h) of the Securities Act of 1933, as amended (the
       "Securities Act") on the basis of the weighted average exercise price per
       share of options to purchase 1,390,796 shares of Covad Communications
       Group, Inc. ("Covad") Common Stock. These options were originally granted
       pursuant to the 1997 Stock Plan of Laser Link.Net, Inc. and were assumed
       by Covad pursuant to the Agreement and Plan of Merger, dated as of March
       8, 2000, between the Registrant, Lightsaber Acquisition Co., a
       wholly-owned subsidiary of the Registrant, and Laser Link.Net, Inc.
       ("Merger Agreement"), subject to an adjustment in the number of shares
       and exercise price of the original options.


<PAGE>

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

ITEM 1.  PLAN INFORMATION.*


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are incorporated by reference in this
Registration Statement on Form S-8. In addition, all documents subsequently
filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.

     (a)  Registrant's Annual Report on Form 10-K for the year ended December
          31, 1999;

     (b)  Registrant's Current Reports on Form 8-K filed with the SEC on
          February 7, 2000, February 22, 2000, March 9, 2000 and March 23, 2000;

     (c)  Registrant's Registration Statement on Form 8-A12G filed with the
          Commission on January 19, 1999, and including any other amendments or
          reports filed for the purpose of updating such description; and

     (d)  Registrant's Registration Statement on Form 8-A12G filed with the
          Commission on February 22, 2000, and including any other 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 Stock Purchase Rights Pursuant to a Stockholder
          Protection Rights Agreement, dated as of February 15, 2000, between
          the Company and BankBoston, N.A., as Rights Agent.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference 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
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


                                       2
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify such person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     As permitted by Section 102(b)(7) of the DGCL, the Registrant's Amended and
Restated Certificate of Incorporation includes a provision that limits a
director's personal liability to the Registrant or its stockholders for monetary
damages for breaches of his or her fiduciary duty as a director. Article X of
the Registrant's Amended and Restated Certificate of Incorporation provides that
no director of the Registrant shall be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty to the
fullest extent permitted by the DGCL.

     As permitted by Section 145 of the DGCL, the Registrant's Bylaws provide
that, to the fullest extent permitted by the DGCL, directors, officers and
certain other persons who are made, or are threatened to be made, parties to, or
are involved in, any action, suit or proceeding will be indemnified by the
Registrant with respect thereto. Article VI of the Registrant's Bylaws provides
for the indemnification of officers, directors, employees and agents of the
corporation if such person acted in good faith and in a manner reasonably
believed to be in and not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding the indemnified party had no
reason to believe his conduct was unlawful.

     The Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the


                                       3
<PAGE>

defense of actions, suits or proceedings, and certain liabilities that might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been directors or officers of the
Registrant. The Registrant also entered into agreements to indemnify the
Registrant's directors and executive officers, in addition to the
indemnification provided for in the Registrant's Amended and Restated
Certificate of Incorporation and Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     4.1  Instruments Defining the Rights of Stockholders. Reference is made to
          the Registrant's Registration Statements on Form 8-A12G, together with
          the amendments and exhibits thereto, filed on January 19, 1999 and
          February 22, 2000, which are incorporated herein by reference pursuant
          to Item 3(d).

     5.1  Opinion of Irell & Manella LLP as to the legality of securities being
          registered.

     23.1 Consent of Irell & Manella LLP (included in Exhibit 5.1).

     23.2 Consent of Ernst & Young LLP.

     24.1 Powers of Attorney (included on the signature page of this
          Registration Statement).

     99.1 1997 Stock Option Plan of Laser Link.Net, Inc.

     99.2 Form of Incentive Stock Option Agreement under the Plan.

     99.3 Form of Agreement to Defer Vesting for One Year.

     99.4 Form of Escrow Agreement

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;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the


                                       4
<PAGE>

                    low or high and of the estimated maximum offering range may
                    be reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective registration statement;

               (iii)To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

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

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

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold 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
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange 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 Registrant pursuant to the foregoing provisions or
          otherwise, Registrant has been advised that in the opinion of the
          Securities and Exchange 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 Registrant of expenses
          incurred or paid by a director, officer or controlling person of
          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, 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 of 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.


                                       5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Santa Clara, State of California, on this 25th day
of April 2000.

                                             COVAD COMMUNICATIONS GROUP, INC.,
                                             a Delaware corporation


                                             By: /s/ TIMOTHY LAEHY
                                                --------------------------------
                                                Timothy Laehy
                                                Chief Financial Officer



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert E. Knowling, Jr. and Timothy Laehy,
or either of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including without limitation
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents 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, lawfully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that either of said attorneys-in-fact and agents,
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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>

                   SIGNATURE                                 TITLE                              DATE
                   ---------                                 -----                              ----

<S>                                              <C>                                       <C>
/s/  ROBERT E. KNOWLING, JR.                     Chairman, Board of Directors, President   April 25, 2000
----------------------------------------         and Chief Executive Officer (principal
Robert E. Knowling, Jr.                          executive officer)

/s/ TIMOTHY LAEHY                                Chief Financial Officer (principal        April 25, 2000
----------------------------------------         financial and accounting officer)
Timothy Laehy

                                                 Director                                  April __, 2000
----------------------------------------
Robert Hawk

/s/  HELLENE RUNTAGH                             Director                                  April 25, 2000
----------------------------------------
Hellene Runtagh

/s/ DANIEL LYNCH                                 Director                                  April 25, 2000
----------------------------------------
Daniel Lynch

/s/ FRANK MARSHALL                               Director                                  April 25, 2000
----------------------------------------
Frank Marshall

/s/ RICH SHAPERO                                 Director                                  April 25, 2000
----------------------------------------
Rich Shapero
</TABLE>


                                       6
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT             DESCRIPTION
-------             -----------

4.1                 Instruments Defining the Rights of Stockholders. Reference
                    is made to the Registrant's Registration Statements on
                    Form 8-A12G, together with the amendments and exhibits
                    thereto, filed on January 19, 1999 and February 22, 2000,
                    which are incorporated herein by reference pursuant to
                    Item 3(d).

5.1                 Opinion of Irell & Manella LLP as to the legality of the
                    securities being registered.

23.1                Consent of Ernst & Young LLP.

23.2                Consent of Irell & Manella LLP (included in Exhibit 5.1).

24.1                Powers of Attorney (included on the signature page of this
                    Registration Statement).

99.1                1997 Stock Option Plan of Laser Link.Net, Inc.

99.2                Form of Incentive Stock Option Agreement under the Plan.

99.3                Form of Agreement to Defer Vesting for One Year.

99.4                Form of Escrow Agreement

                                       7
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{"company-data": {"conformed-name": "COVAD COMMUNICATIONS GROUP INC", "cik": "0001043769", "assigned-sic": "3661", "irs-number": "770461529", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35632", "film-number": "609151"}, "business-address": {"street1": "2330 CENTRAL EXPRESSWAY", "street2": "300", "city": "SANTA CLARA", "state": "CA", "zip": "95050", "phone": "4088447500"}, "mail-address": {"street1": "2330 CENTRAL EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95050"}}
As filed with the Securities and Exchange Commission on April 26, 2000
                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                    ---------

                        COVAD COMMUNICATIONS GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      DELAWARE                                          77-0461529
 (State of Incorporation)                (I.R.S. employer identification number)

             2330 CENTRAL EXPRESSWAY, SANTA CLARA, CALIFORNIA   95050
               (Address of Principal Executive Office)        (Zip Code)

                 1997 STOCK OPTION PLAN OF LASER LINK.NET, INC.
                           (Full Title of the "Plan")

         ROBERT E. KNOWLING, JR.                          COPY TO:
                                                          --------
 Chairman, Board of Directors, President          MEREDITH S. JACKSON, ESQ.
      and Chief Executive Officer                   ASHOK W. MUKHEY, ESQ.
    Covad Communications Group, Inc.            GEOFFREY M. TRACHTENBERG, ESQ.
        2330 Central Expressway                      Irell & Manella LLP
      Santa Clara, California 95050          1800 Avenue of the Stars, Suite 900
             (408) 844-7500                   Los Angeles, California 90067-4276
                                                       (310) 277-1010

        (Name, address including zip code and telephone number, including
                 area code, of registrants' agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================= ====================== ======================= ====================== ======================
                                                                        PROPOSED               PROPOSED
                                                                        MAXIMUM                MAXIMUM
                 TITLE OF                     AMOUNT TO BE           OFFERING PRICE           AGGREGATE              AMOUNT OF
       SECURITIES TO BE REGISTERED            REGISTERED(1)          PER SHARE (2)          OFFERING PRICE        REGISTRATION FEE
--------------------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Laser Link.Net, Inc.
  1997 Stock Option Plan                      1,390,796                $4.766              $6,628,533.70            $1,749.93
     Common Stock, $0.001 par value
======================================= ====================== ======================= ====================== ======================
(1)    This Registration Statement shall also cover any additional shares
       of Registrant's Common Stock which become issuable under the Laser
       Link.Net, Inc. 1997 Stock Option Plan 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 the purpose of this Registration Statement
       under Rule 457(h) of the Securities Act of 1933, as amended (the
       "Securities Act") on the basis of the weighted average exercise price per
       share of options to purchase 1,390,796 shares of Covad Communications
       Group, Inc. ("Covad") Common Stock. These options were originally granted
       pursuant to the 1997 Stock Plan of Laser Link.Net, Inc. and were assumed
       by Covad pursuant to the Agreement and Plan of Merger, dated as of March
       8, 2000, between the Registrant, Lightsaber Acquisition Co., a
       wholly-owned subsidiary of the Registrant, and Laser Link.Net, Inc.
       ("Merger Agreement"), subject to an adjustment in the number of shares
       and exercise price of the original options.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are incorporated by reference in this
Registration Statement on Form S-8. In addition, all documents subsequently
filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.

     (a)  Registrant's Annual Report on Form 10-K for the year ended December
          31, 1999;

     (b)  Registrant's Current Reports on Form 8-K filed with the SEC on
          February 7, 2000, February 22, 2000, March 9, 2000 and March 23, 2000;

     (c)  Registrant's Registration Statement on Form 8-A12G filed with the
          Commission on January 19, 1999, and including any other amendments or
          reports filed for the purpose of updating such description; and

     (d)  Registrant's Registration Statement on Form 8-A12G filed with the
          Commission on February 22, 2000, and including any other 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 Stock Purchase Rights Pursuant to a Stockholder
          Protection Rights Agreement, dated as of February 15, 2000, between
          the Company and BankBoston, N.A., as Rights Agent.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference 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
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       2
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 ("DGCL") provides that
a corporation may indemnify such person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     As permitted by Section 102(b)(7) of the DGCL, the Registrant's Amended and
Restated Certificate of Incorporation includes a provision that limits a
director's personal liability to the Registrant or its stockholders for monetary
damages for breaches of his or her fiduciary duty as a director. Article X of
the Registrant's Amended and Restated Certificate of Incorporation provides that
no director of the Registrant shall be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty to the
fullest extent permitted by the DGCL.

     As permitted by Section 145 of the DGCL, the Registrant's Bylaws provide
that, to the fullest extent permitted by the DGCL, directors, officers and
certain other persons who are made, or are threatened to be made, parties to, or
are involved in, any action, suit or proceeding will be indemnified by the
Registrant with respect thereto. Article VI of the Registrant's Bylaws provides
for the indemnification of officers, directors, employees and agents of the
corporation if such person acted in good faith and in a manner reasonably
believed to be in and not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding the indemnified party had no
reason to believe his conduct was unlawful.

     The Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the

                                       3
defense of actions, suits or proceedings, and certain liabilities that might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been directors or officers of the
Registrant. The Registrant also entered into agreements to indemnify the
Registrant's directors and executive officers, in addition to the
indemnification provided for in the Registrant's Amended and Restated
Certificate of Incorporation and Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     4.1  Instruments Defining the Rights of Stockholders. Reference is made to
          the Registrant's Registration Statements on Form 8-A12G, together with
          the amendments and exhibits thereto, filed on January 19, 1999 and
          February 22, 2000, which are incorporated herein by reference pursuant
          to Item 3(d).

     5.1  Opinion of Irell & Manella LLP as to the legality of securities being
          registered.

     23.1 Consent of Irell & Manella LLP (included in Exhibit 5.1).

     23.2 Consent of Ernst & Young LLP.

     24.1 Powers of Attorney (included on the signature page of this
          Registration Statement).

     99.1 1997 Stock Option Plan of Laser Link.Net, Inc.

     99.2 Form of Incentive Stock Option Agreement under the Plan.

     99.3 Form of Agreement to Defer Vesting for One Year.

     99.4 Form of Escrow Agreement

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;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the

                                       4
low or high and of the estimated maximum offering range may
                    be reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective registration statement;

               (iii)To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

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

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

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold 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
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange 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 Registrant pursuant to the foregoing provisions or
          otherwise, Registrant has been advised that in the opinion of the
          Securities and Exchange 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 Registrant of expenses
          incurred or paid by a director, officer or controlling person of
          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, 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 of 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.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Santa Clara, State of California, on this 25th day
of April 2000.

                                             COVAD COMMUNICATIONS GROUP, INC.,
                                             a Delaware corporation

                                             By: /s/ TIMOTHY LAEHY
                                                --------------------------------
                                                Timothy Laehy
                                                Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert E. Knowling, Jr. and Timothy Laehy,
or either of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including without limitation
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents 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, lawfully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that either of said attorneys-in-fact and agents,
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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                 TITLE                              DATE
                   ---------                                 -----                              ----
/s/  ROBERT E. KNOWLING, JR.                     Chairman, Board of Directors, President   April 25, 2000
----------------------------------------         and Chief Executive Officer (principal
Robert E. Knowling, Jr.                          executive officer)

/s/ TIMOTHY LAEHY                                Chief Financial Officer (principal        April 25, 2000
----------------------------------------         financial and accounting officer)
Timothy Laehy

                                                 Director                                  April __, 2000
----------------------------------------
Robert Hawk

/s/  HELLENE RUNTAGH                             Director                                  April 25, 2000
----------------------------------------
Hellene Runtagh

/s/ DANIEL LYNCH                                 Director                                  April 25, 2000
----------------------------------------
Daniel Lynch

/s/ FRANK MARSHALL                               Director                                  April 25, 2000
----------------------------------------
Frank Marshall

/s/ RICH SHAPERO                                 Director                                  April 25, 2000
----------------------------------------
Rich Shapero
6
EXHIBIT INDEX

EXHIBIT             DESCRIPTION
-------             -----------

4.1                 Instruments Defining the Rights of Stockholders. Reference
                    is made to the Registrant's Registration Statements on
                    Form 8-A12G, together with the amendments and exhibits
                    thereto, filed on January 19, 1999 and February 22, 2000,
                    which are incorporated herein by reference pursuant to
                    Item 3(d).

5.1                 Opinion of Irell & Manella LLP as to the legality of the
                    securities being registered.

23.1                Consent of Ernst & Young LLP.

23.2                Consent of Irell & Manella LLP (included in Exhibit 5.1).

24.1                Powers of Attorney (included on the signature page of this
                    Registration Statement).

99.1                1997 Stock Option Plan of Laser Link.Net, Inc.

99.2                Form of Incentive Stock Option Agreement under the Plan.

99.3                Form of Agreement to Defer Vesting for One Year.

99.4                Form of Escrow Agreement

                                       7