<PAGE>   1
   As filed with the Securities and Exchange Commission on December 15, 1999
                                            Registration No. 333-_______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             REGISTRATION STATEMENT
                                   ON FORM S-8
                        (including registration of shares
                  for resale by means of a Form S-3 Prospectus)
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               WEBVAN GROUP, INC.
             (Exact name of Registrant as specified in its charter)

                              310 Lakeside Drive
      Delaware            Foster City, California 94404        77-0446411
     (State of           (Address of principal executive     (IRS Employer
   Incorporation)          offices, including zip code)   Identification Number)

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

                                  Common Stock
                                 1997 Stock Plan
                       1999 Nonstatutory Stock Option Plan
                        1999 Employee Stock Purchase Plan
                            (Full title of the plans)

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


                                  Kevin Czinger
             Senior Vice President, Corporate Operations and Finance
                               WEBVAN GROUP, INC.
                               310 Lakeside Drive
                          Foster City, California 94404
                                 (650) 627-3000
            (Name, address and telephone number of agent for service)

                                    Copy to:
                           J. Robert Suffoletta, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050

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

<PAGE>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================
                                                            PROPOSED          PROPOSED
                                            AMOUNT TO        MAXIMUM          MAXIMUM        AMOUNT OF
                                                BE       OFFERING PRICE      AGGREGATE      REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED        REGISTERED      PER SHARE      OFFERING PRICE       FEE
--------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>               <C>              <C>
Common Stock, $0.0001 par value, to be
   issued under the 1997 Stock Plan         1,225,439    $   19.6875 (2)    24,125,830.31       6,369.22
Common Stock, $0.0001 par value, to be
   issued under the 1997 Stock Plan (1)    53,335,299        3.05644 (3)   163,016,375.81      43,036.32

Common Stock, $0.0001 par value, to be
   issued under the 1999 Nonstatutory       4,467,258        19.6875 (2)    87,949,141.88      23,218.57
   Stock Option Plan

Common Stock, $0.0001 par value, to be     18,517,742        8.47293 (3)   156,899,582.00      41,421.49
   issued under the 1999 Nonstatutory
   Stock Option Plan (1)

Common Stock, $0.0001 par value (1)         1,250,000        8.00000 (4)    10,000,000.00       2,640.00

Common Stock, $0.0001 par value, to be      5,000,000       16.73438 (2)    83,671,875.00      22,089.38
   issued under the 1999 Employee Stock
   Purchase Plan

                           TOTAL:          83,795,738                     $525,662,805.00    $138,774.98
========================================================================================================
</TABLE>


(1)  2,703,075 shares to be issued under the 1997 Stock Plan and 1,250,000
     shares of Common Stock were not issued pursuant to Rule 701 of the
     Securities Act of 1933, as amended.

(2)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee based on the price of $19.6875 per share,
     which was the average of the high and low price per share of the Common
     Stock as reported on the Nasdaq National Market on December 9, 1999 (the
     "Market Price"). The price per share for the Employee Stock Purchase Plan
     is 85% of the Market Price.

(3)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee based on the weighted average price of the
     outstanding options as of December 10, 1999.

(4)  Estimated in accordance with Rule 457 solely for the purpose of calculating
     the registration fee based on the weighted average price of the outstanding
     shares as of December 10, 1999.


<PAGE>   3




                                   PROSPECTUS

                               WEBVAN GROUP, INC.

                                1,250,000 Shares

                                  Common Stock

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

        This Prospectus relates to 1,250,000 shares of the Common Stock (the
"Common Stock") of Webvan Group, Inc. (the "Company"), which may be offered from
time to time by the Selling Stockholder (the "Selling Stockholder") for their
own accounts. It is anticipated that the Selling Stockholder will offer shares
for sale at prevailing prices in the over-the-counter market on the date of
sale. The Company will receive no part of the proceeds from sales made
hereunder. The Selling Stockholder will bear all sales commissions and similar
expenses. Any other expenses incurred by the Company in connection with the
registration and offering and not borne by the Selling Stockholder will be borne
by the Company. None of the shares offered pursuant to this Prospectus have been
registered prior to the filing of the Registration Statement of which this
Prospectus is a part.

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

        The Selling Stockholder and any broker executing selling orders on
behalf of the Selling Stockholder may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

        The Common Stock is traded in the over-the-counter market. On December
13, 1999, the closing price of the Common Stock, as reported by the Nasdaq
National Market in The Wall Street Journal, was $20.3125 per share (Nasdaq
Symbol WBVN).

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                 PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is December 15, 1999


                                      -1-
<PAGE>   4




        No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Selling Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

        The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon written or oral request of
any such person, a copy of any and all of the information that has been or may
be incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the Company's
Director, Corporate Legal Counsel at 310 Lakeside Drive, Foster City, California
94404. The Company's telephone number at that location is (650) 627-3000.

        The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and information statements
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: New York Regional Office, Seven World Trade Center, Suite 1300,
New York, New York 10048, and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
be obtained by mail at prescribed rates from the Public Reference Section of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at the address http://www.sec.gov. The Common
Stock of the Company is listed on the Nasdaq National Market, and such reports,
proxy and information statements and other information concerning the Company
may be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.

        This prospectus contains information concerning the Company and the sale
of its Common Stock by the Selling Stockholder, but does not contain all the
information set forth in the Registration Statement which the Company has filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement, including various
exhibits, may be inspected at the Commission's office in Washington, D.C.


                                      -2-
<PAGE>   5




                                   THE COMPANY

        Webvan Group, Inc. was incorporated in California on December 17, 1996
and reincorporated in Delaware on August 17, 1999. Except where the context
requires otherwise, all references to "Webvan" and the "Company" in this
Prospectus refer to Webvan Group, Inc. and its subsidiary, Webvan - Bay Area,
Inc. The principal executive offices of the Company are located at 310 Lakeside
Drive, Foster City, California 94404, and its telephone number at this address
is (650) 627-3000. The Common Stock of the Company is traded on the Nasdaq
National Market and is quoted under the symbol WBVN.

                              SELLING STOCKHOLDERS

        The following table sets forth as of the date of this Prospectus, the
name of the Selling Stockholder and the number of shares of Common Stock that
such Selling Stockholder holds that may be offered for sale from time to time by
this Prospectus. George T. Shaheen has been an executive officer and director of
the Company within the past three years. The Company may amend or supplement
this Prospectus from time to time to update the disclosure set forth herein.

<TABLE>
<CAPTION>
        Name of Selling Stockholder                   Shares being offered   Percent (1)
        ---------------------------                   --------------------   -----------
<S>                                                   <C>                    <C>
 George T. Shaheen......................                      1,250,000           *
                               TOTAL:                         1,250,000
                                                              =========
</TABLE>
-------------------
*    Less than 1%.

(1)  Based on 326,153,511 shares outstanding on December 10, 1999.

                              PLAN OF DISTRIBUTION

        The Company has been advised by the Selling Stockholder that the Selling
Stockholder intends to sell all or a portion of the shares offered hereby from
time to time in the over-the-counter market and that sales will be made at
prices prevailing in the public market at the times of such sales. The Selling
Stockholder may also make private sales directly or through a broker or brokers,
who may act as agent or as principal. In connection with any sales, the Selling
Stockholder and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act. Any broker-dealer
participating in such transactions as agent may receive commissions from the
Selling Stockholder (and from any purchaser of shares in such transaction).
Usual and customary brokerage fees will be paid by the Selling Stockholder.

        There can be no assurances that the Selling Stockholder will sell any
or all of the shares of Common Stock offered hereunder.


                                      -3-
<PAGE>   6




                     INTERESTS OF NAMED EXPERTS AND COUNSEL

        Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650
Page Mill Road, Palo Alto, California 94304, has rendered an opinion as to the
Common Stock offered hereby. As of December 10, 1999, certain members of Wilson
Sonsini Goodrich & Rosati, and investment partnerships in which such persons are
partners, beneficially owned 2,068,944 shares or options to purchase shares of
the Company's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except liability for:
(i) any breach of their duty of loyalty to the corporation or its stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) unlawful payments of dividends or unlawful
stock repurchases or redemption; or (iv) any transaction from which the director
derived an improper personal benefit. This limitation of liability does not
apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.

        The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify the Company's directors and executive officers and may
indemnify other officers and employees and the Company's agents to the fullest
extent permitted by law. The Company believes that indemnification under the
Company's Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit us to secure insurance on
behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in that capacity, regardless of whether the
Bylaws would permit indemnification. The Company has director and officer
liability insurance that covers matters, including matters arising under the
Securities Act.

        The Company has entered into agreements to indemnify the Company's
directors and executive officers, in addition to indemnification provided for in
the Company's Bylaws. These agreements, among other things, provide for
indemnification of the Company's directors and executive officers for judgments,
fines, settlement amounts and expenses, including attorneys' fees, incurred by
any of these persons in any action or proceeding, including any action by or in
the right of Company, arising out of that person's services as a director or
executive officer of the Company's, any subsidiary of the Company's or any other
company or enterprise to which the person provides services at the Company's
request. The Company believes that these provisions and agreements are necessary
to attract and retain qualified persons as directors and executive officers.

        At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which may result in a claim for such indemnification.

        Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such


                                      -4-
<PAGE>   7




indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

                      INFORMATION INCORPORATED BY REFERENCE

        There are hereby incorporated by reference in this Prospectus the
following documents and information heretofore filed with the Securities and
Exchange Commission:

        (a) The Company's Registration Statement on Form S-1 (File No.
333-84703) as amended (the "Registration Statment"), filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Company's initial public offering of its Common Stock.

        (b) The Company's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities and Exchange Act 1934 (the "Exchange Act") on
October 4, 1999, and any further amendment or report filed hereafter for the
purpose of updating any such description.

        (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999.

        (d) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which 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 such documents.


                                      -5-
<PAGE>   8




                               WEBVAN GROUP, INC.

                 REGISTRATION STATEMENT ON FORM S-8 AND FORM S-3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Information Incorporated by Reference.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

               (a) The Company's Registration Statement on Form S-1 (File No.
        333-84703) as amended (the "Registration Statement"), filed pursuant to
        the Securities Act of 1933, as amended (the "Securities Act"), relating
        to the Company's initial public offering of its Common Stock.

               (b) The Company's Registration Statement on Form 8-A filed
        pursuant to Section 12 of the Securities and Exchange Act 1934 (the
        "Exchange Act") on October 4, 1999, and any further amendment or report
        filed hereafter for the purpose of updating any such description.

               (c) The Company's Quarterly Report on Form 10-Q for the fiscal
        quarter ended September 30, 1999.

               (d) All documents subsequently filed by the Company pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
        of this Registration Statement and prior to the filing of a
        post-effective amendment which indicates that all securities offered
        have been sold or which 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
        such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650
Page Mill Road, Palo Alto, California 94304, has rendered an opinion as to the
Common Stock offered hereby. As of December 10, 1999, certain members of Wilson
Sonsini Goodrich & Rosati, and investment partnerships in which such persons are
partners, beneficially owned 2,068,944 shares or options to purchase shares of
the Company's Common Stock.


                                      -6-
<PAGE>   9




Item 6. Indemnification of Directors and Officers.

        The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except liability for:
(i) any breach of their duty of loyalty to the corporation or its stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) unlawful payments of dividends or unlawful
stock repurchases or redemption; or (iv) any transaction from which the director
derived an improper personal benefit. This limitation of liability does not
apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.

        The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify the Company's directors and executive officers and may
indemnify other officers and employees and the Company's agents to the fullest
extent permitted by law. The Company believes that indemnification under the
Company's Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit us to secure insurance on
behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in that capacity, regardless of whether the
Bylaws would permit indemnification. The Company has director and officer
liability insurance that covers matters, including matters arising under the
Securities Act.

        The Company has entered into agreements to indemnify the Company's
directors and executive officers, in addition to indemnification provided for in
the Company's Bylaws. These agreements, among other things, provide for
indemnification of the Company's directors and executive officers for judgments,
fines, settlement amounts and expenses, including attorneys' fees, incurred by
any of these persons in any action or proceeding, including any action by or in
the right of Company, arising out of that person's services as a director or
executive officer of the Company's, any subsidiary of the Company's or any other
company or enterprise to which the person provides services at the Company's
request. The Company believes that these provisions and agreements are necessary
to attract and retain qualified persons as directors and executive officers.

Item 7. Exemption from Registration Claimed.

        The 1,250,000 shares of Common Stock to be resold by the Selling
Stockholder pursuant to the Prospectus prepared in accordance with Form S-3 were
issued by the Company to the Selling Stockholder pursuant to an exemption from
registration under the Securities Act by virtue of Section 4(2) thereof. The
Selling Stockholder represented the Selling Stockholder's intention to acquire
the securities for investment only and not with a view to the distribution
thereof. The Selling Stockholder had access, by means of the Selling
Stockholder's relationship with the Company, to sufficient information to make
an informed investment decision.


                                      -7-
<PAGE>   10


Item 8. Exhibits.

<TABLE>
<CAPTION>
 Exhibit
  Number
 -------
<S>            <C>
   4.1*        1997 Stock Plan, as amended
   4.2*        1999 Nonstatutory Stock Option Plan
   4.3*        1999 Employee Stock Purchase Plan
   5.1         Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
  23.1         Consent of Independent Auditors
  23.2         Consent of Counsel (contained in Exhibit 5.1)
  25.1         Power of Attorney (See page 10)
</TABLE>

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

*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (File No. 333-84703), as amended, declared effective by the
     Securities and Exchange Commission on November 4, 1999.

Item 9. Undertakings.

        (a) The Company hereby undertakes:

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

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

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is


                                      -8-
<PAGE>   11





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

                                      -9-
<PAGE>   12




                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8/S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Foster City, State of California, on December
13, 1999

                               WEBVAN GROUP, INC.

                               By:  /s/ KEVIN R. CZINGER
                                  -------------------------------
                                  Kevin R. Czinger
                                  Senior Vice President, Corporate Operations
                                  and Finance

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George T. Shaheen and Kevin R. Czinger,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8/S-3, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may 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 on December 13, 1999.

<TABLE>
<CAPTION>
          Signature                                    Title
          ---------                                    -----
<S>                                       <C>
 /S/ LOUIS H. BORDERS                     Chairman of the Board of Directors
-------------------------------
 Louis H. Borders

 /S/ GEORGE T. SHAHEEN                    President, Chief Executive Officer and Director
-------------------------------           (Principal Executive Officer)
 George T. Shaheen

 /S/ KEVIN R. CZINGER                     Senior Vice President, Corporate Operations and
-------------------------------           Finance (Principal Financial and Accounting Officer)
 Kevin R. Czinger

 /S/ DAVID M. BEIRNE                      Director
-------------------------------
 David M. Beirne

 /S/ CHRISTOS M. COTSAKOS                 Director
-------------------------------
 Christos M. Cotsakos

 /S/ TIM KOOGLE                           Director
-------------------------------
 Tim Koogle

 /S/ MICHAEL J. MORITZ                    Director
-------------------------------
 Michael J. Moritz
</TABLE>



                                      -10-
<PAGE>   13




                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number        Description
 ------        -----------
<S>            <C>
   4.1*        1997 Stock Plan, as amended
   4.2*        1999 Nonstatutory Stock Option Plan
   4.3*        1999 Employee Stock Purchase Plan
   5.1         Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
  23.1         Consent of Independent Auditors
  23.2         Consent of Counsel (contained in Exhibit 5.1)
  25.1         Power of Attorney (See page 10)
</TABLE>
-----------------

*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (File No. 333-84703), as amended, declared effective by the
     Securities and Exchange Commission on November 4, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31942}]
{"company-data": {"conformed-name": "WEBVAN GROUP INC", "cik": "0001092657", "assigned-sic": "7389", "irs-number": "770446411", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92769", "film-number": "99774748"}, "business-address": {"street1": "1241 E HILLSDALE BLVD", "street2": "STE 210", "city": "FOSTER CITY", "state": "CA", "zip": "94404", "phone": "6505242200"}, "mail-address": {"street1": "1241 E HILLSDALE BLVD", "street2": "STE 210", "city": "FOSTER CITY", "state": "CA", "zip": "94404"}}
1
   As filed with the Securities and Exchange Commission on December 15, 1999
                                            Registration No. 333-_______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             REGISTRATION STATEMENT
                                   ON FORM S-8
                        (including registration of shares
                  for resale by means of a Form S-3 Prospectus)
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               WEBVAN GROUP, INC.
             (Exact name of Registrant as specified in its charter)

                              310 Lakeside Drive
      Delaware            Foster City, California 94404        77-0446411
     (State of           (Address of principal executive     (IRS Employer
   Incorporation)          offices, including zip code)   Identification Number)

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

                                  Common Stock
                                 1997 Stock Plan
                       1999 Nonstatutory Stock Option Plan
                        1999 Employee Stock Purchase Plan
                            (Full title of the plans)

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

                                  Kevin Czinger
             Senior Vice President, Corporate Operations and Finance
                               WEBVAN GROUP, INC.
                               310 Lakeside Drive
                          Foster City, California 94404
                                 (650) 627-3000
            (Name, address and telephone number of agent for service)

                                    Copy to:
                           J. Robert Suffoletta, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050

================================================================================
2

                         CALCULATION OF REGISTRATION FEE
========================================================================================================
                                                            PROPOSED          PROPOSED
                                            AMOUNT TO        MAXIMUM          MAXIMUM        AMOUNT OF
                                                BE       OFFERING PRICE      AGGREGATE      REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED        REGISTERED      PER SHARE      OFFERING PRICE       FEE
--------------------------------------------------------------------------------------------------------
Common Stock, $0.0001 par value, to be
   issued under the 1997 Stock Plan         1,225,439    $   19.6875 (2)    24,125,830.31       6,369.22
Common Stock, $0.0001 par value, to be
   issued under the 1997 Stock Plan (1)    53,335,299        3.05644 (3)   163,016,375.81      43,036.32

Common Stock, $0.0001 par value, to be
   issued under the 1999 Nonstatutory       4,467,258        19.6875 (2)    87,949,141.88      23,218.57
   Stock Option Plan

Common Stock, $0.0001 par value, to be     18,517,742        8.47293 (3)   156,899,582.00      41,421.49
   issued under the 1999 Nonstatutory
   Stock Option Plan (1)

Common Stock, $0.0001 par value (1)         1,250,000        8.00000 (4)    10,000,000.00       2,640.00

Common Stock, $0.0001 par value, to be      5,000,000       16.73438 (2)    83,671,875.00      22,089.38
   issued under the 1999 Employee Stock
   Purchase Plan

                           TOTAL:          83,795,738                     $525,662,805.00    $138,774.98
========================================================================================================
(1)  2,703,075 shares to be issued under the 1997 Stock Plan and 1,250,000
     shares of Common Stock were not issued pursuant to Rule 701 of the
     Securities Act of 1933, as amended.

(2)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee based on the price of $19.6875 per share,
     which was the average of the high and low price per share of the Common
     Stock as reported on the Nasdaq National Market on December 9, 1999 (the
     "Market Price"). The price per share for the Employee Stock Purchase Plan
     is 85% of the Market Price.

(3)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee based on the weighted average price of the
     outstanding options as of December 10, 1999.

(4)  Estimated in accordance with Rule 457 solely for the purpose of calculating
     the registration fee based on the weighted average price of the outstanding
     shares as of December 10, 1999.
3

                                   PROSPECTUS

                               WEBVAN GROUP, INC.

                                1,250,000 Shares

                                  Common Stock

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

        This Prospectus relates to 1,250,000 shares of the Common Stock (the
"Common Stock") of Webvan Group, Inc. (the "Company"), which may be offered from
time to time by the Selling Stockholder (the "Selling Stockholder") for their
own accounts. It is anticipated that the Selling Stockholder will offer shares
for sale at prevailing prices in the over-the-counter market on the date of
sale. The Company will receive no part of the proceeds from sales made
hereunder. The Selling Stockholder will bear all sales commissions and similar
expenses. Any other expenses incurred by the Company in connection with the
registration and offering and not borne by the Selling Stockholder will be borne
by the Company. None of the shares offered pursuant to this Prospectus have been
registered prior to the filing of the Registration Statement of which this
Prospectus is a part.

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

        The Selling Stockholder and any broker executing selling orders on
behalf of the Selling Stockholder may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

        The Common Stock is traded in the over-the-counter market. On December
13, 1999, the closing price of the Common Stock, as reported by the Nasdaq
National Market in The Wall Street Journal, was $20.3125 per share (Nasdaq
Symbol WBVN).

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                 PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is December 15, 1999

                                      -1-
4

        No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Selling Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

        The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon written or oral request of
any such person, a copy of any and all of the information that has been or may
be incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the Company's
Director, Corporate Legal Counsel at 310 Lakeside Drive, Foster City, California
94404. The Company's telephone number at that location is (650) 627-3000.

        The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and information statements
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: New York Regional Office, Seven World Trade Center, Suite 1300,
New York, New York 10048, and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
be obtained by mail at prescribed rates from the Public Reference Section of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at the address http://www.sec.gov. The Common
Stock of the Company is listed on the Nasdaq National Market, and such reports,
proxy and information statements and other information concerning the Company
may be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.

        This prospectus contains information concerning the Company and the sale
of its Common Stock by the Selling Stockholder, but does not contain all the
information set forth in the Registration Statement which the Company has filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement, including various
exhibits, may be inspected at the Commission's office in Washington, D.C.

                                      -2-
5

                                   THE COMPANY

        Webvan Group, Inc. was incorporated in California on December 17, 1996
and reincorporated in Delaware on August 17, 1999. Except where the context
requires otherwise, all references to "Webvan" and the "Company" in this
Prospectus refer to Webvan Group, Inc. and its subsidiary, Webvan - Bay Area,
Inc. The principal executive offices of the Company are located at 310 Lakeside
Drive, Foster City, California 94404, and its telephone number at this address
is (650) 627-3000. The Common Stock of the Company is traded on the Nasdaq
National Market and is quoted under the symbol WBVN.

                              SELLING STOCKHOLDERS

        The following table sets forth as of the date of this Prospectus, the
name of the Selling Stockholder and the number of shares of Common Stock that
such Selling Stockholder holds that may be offered for sale from time to time by
this Prospectus. George T. Shaheen has been an executive officer and director of
the Company within the past three years. The Company may amend or supplement
this Prospectus from time to time to update the disclosure set forth herein.
Name of Selling Stockholder                   Shares being offered   Percent (1)
        ---------------------------                   --------------------   -----------
George T. Shaheen......................                      1,250,000           *
                               TOTAL:                         1,250,000
                                                              =========
-------------------
*    Less than 1%.

(1)  Based on 326,153,511 shares outstanding on December 10, 1999.

                              PLAN OF DISTRIBUTION

        The Company has been advised by the Selling Stockholder that the Selling
Stockholder intends to sell all or a portion of the shares offered hereby from
time to time in the over-the-counter market and that sales will be made at
prices prevailing in the public market at the times of such sales. The Selling
Stockholder may also make private sales directly or through a broker or brokers,
who may act as agent or as principal. In connection with any sales, the Selling
Stockholder and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act. Any broker-dealer
participating in such transactions as agent may receive commissions from the
Selling Stockholder (and from any purchaser of shares in such transaction).
Usual and customary brokerage fees will be paid by the Selling Stockholder.

        There can be no assurances that the Selling Stockholder will sell any
or all of the shares of Common Stock offered hereunder.

                                      -3-
6

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

        Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650
Page Mill Road, Palo Alto, California 94304, has rendered an opinion as to the
Common Stock offered hereby. As of December 10, 1999, certain members of Wilson
Sonsini Goodrich & Rosati, and investment partnerships in which such persons are
partners, beneficially owned 2,068,944 shares or options to purchase shares of
the Company's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except liability for:
(i) any breach of their duty of loyalty to the corporation or its stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) unlawful payments of dividends or unlawful
stock repurchases or redemption; or (iv) any transaction from which the director
derived an improper personal benefit. This limitation of liability does not
apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.

        The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify the Company's directors and executive officers and may
indemnify other officers and employees and the Company's agents to the fullest
extent permitted by law. The Company believes that indemnification under the
Company's Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit us to secure insurance on
behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in that capacity, regardless of whether the
Bylaws would permit indemnification. The Company has director and officer
liability insurance that covers matters, including matters arising under the
Securities Act.

        The Company has entered into agreements to indemnify the Company's
directors and executive officers, in addition to indemnification provided for in
the Company's Bylaws. These agreements, among other things, provide for
indemnification of the Company's directors and executive officers for judgments,
fines, settlement amounts and expenses, including attorneys' fees, incurred by
any of these persons in any action or proceeding, including any action by or in
the right of Company, arising out of that person's services as a director or
executive officer of the Company's, any subsidiary of the Company's or any other
company or enterprise to which the person provides services at the Company's
request. The Company believes that these provisions and agreements are necessary
to attract and retain qualified persons as directors and executive officers.

        At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which may result in a claim for such indemnification.

        Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such

                                      -4-
7

indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

                      INFORMATION INCORPORATED BY REFERENCE

        There are hereby incorporated by reference in this Prospectus the
following documents and information heretofore filed with the Securities and
Exchange Commission:

        (a) The Company's Registration Statement on Form S-1 (File No.
333-84703) as amended (the "Registration Statment"), filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Company's initial public offering of its Common Stock.

        (b) The Company's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities and Exchange Act 1934 (the "Exchange Act") on
October 4, 1999, and any further amendment or report filed hereafter for the
purpose of updating any such description.

        (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999.

        (d) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which 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 such documents.

                                      -5-
8

                               WEBVAN GROUP, INC.

                 REGISTRATION STATEMENT ON FORM S-8 AND FORM S-3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Information Incorporated by Reference.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

               (a) The Company's Registration Statement on Form S-1 (File No.
        333-84703) as amended (the "Registration Statement"), filed pursuant to
        the Securities Act of 1933, as amended (the "Securities Act"), relating
        to the Company's initial public offering of its Common Stock.

               (b) The Company's Registration Statement on Form 8-A filed
        pursuant to Section 12 of the Securities and Exchange Act 1934 (the
        "Exchange Act") on October 4, 1999, and any further amendment or report
        filed hereafter for the purpose of updating any such description.

               (c) The Company's Quarterly Report on Form 10-Q for the fiscal
        quarter ended September 30, 1999.

               (d) All documents subsequently filed by the Company pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
        of this Registration Statement and prior to the filing of a
        post-effective amendment which indicates that all securities offered
        have been sold or which 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
        such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650
Page Mill Road, Palo Alto, California 94304, has rendered an opinion as to the
Common Stock offered hereby. As of December 10, 1999, certain members of Wilson
Sonsini Goodrich & Rosati, and investment partnerships in which such persons are
partners, beneficially owned 2,068,944 shares or options to purchase shares of
the Company's Common Stock.

                                      -6-
9

Item 6. Indemnification of Directors and Officers.

        The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except liability for:
(i) any breach of their duty of loyalty to the corporation or its stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) unlawful payments of dividends or unlawful
stock repurchases or redemption; or (iv) any transaction from which the director
derived an improper personal benefit. This limitation of liability does not
apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.

        The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify the Company's directors and executive officers and may
indemnify other officers and employees and the Company's agents to the fullest
extent permitted by law. The Company believes that indemnification under the
Company's Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit us to secure insurance on
behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in that capacity, regardless of whether the
Bylaws would permit indemnification. The Company has director and officer
liability insurance that covers matters, including matters arising under the
Securities Act.

        The Company has entered into agreements to indemnify the Company's
directors and executive officers, in addition to indemnification provided for in
the Company's Bylaws. These agreements, among other things, provide for
indemnification of the Company's directors and executive officers for judgments,
fines, settlement amounts and expenses, including attorneys' fees, incurred by
any of these persons in any action or proceeding, including any action by or in
the right of Company, arising out of that person's services as a director or
executive officer of the Company's, any subsidiary of the Company's or any other
company or enterprise to which the person provides services at the Company's
request. The Company believes that these provisions and agreements are necessary
to attract and retain qualified persons as directors and executive officers.

Item 7. Exemption from Registration Claimed.

        The 1,250,000 shares of Common Stock to be resold by the Selling
Stockholder pursuant to the Prospectus prepared in accordance with Form S-3 were
issued by the Company to the Selling Stockholder pursuant to an exemption from
registration under the Securities Act by virtue of Section 4(2) thereof. The
Selling Stockholder represented the Selling Stockholder's intention to acquire
the securities for investment only and not with a view to the distribution
thereof. The Selling Stockholder had access, by means of the Selling
Stockholder's relationship with the Company, to sufficient information to make
an informed investment decision.

                                      -7-
10

Item 8. Exhibits.
Exhibit
  Number
 -------
4.1*        1997 Stock Plan, as amended
   4.2*        1999 Nonstatutory Stock Option Plan
   4.3*        1999 Employee Stock Purchase Plan
   5.1         Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
  23.1         Consent of Independent Auditors
  23.2         Consent of Counsel (contained in Exhibit 5.1)
  25.1         Power of Attorney (See page 10)
-----------------

*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (File No. 333-84703), as amended, declared effective by the
     Securities and Exchange Commission on November 4, 1999.

Item 9. Undertakings.

        (a) The Company hereby undertakes:

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

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

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is

                                      -8-
11

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

                                      -9-
12

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8/S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Foster City, State of California, on December
13, 1999

                               WEBVAN GROUP, INC.

                               By:  /s/ KEVIN R. CZINGER
                                  -------------------------------
                                  Kevin R. Czinger
                                  Senior Vice President, Corporate Operations
                                  and Finance

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George T. Shaheen and Kevin R. Czinger,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8/S-3, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may 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 on December 13, 1999.
Signature                                    Title
          ---------                                    -----
/S/ LOUIS H. BORDERS                     Chairman of the Board of Directors
-------------------------------
 Louis H. Borders

 /S/ GEORGE T. SHAHEEN                    President, Chief Executive Officer and Director
-------------------------------           (Principal Executive Officer)
 George T. Shaheen

 /S/ KEVIN R. CZINGER                     Senior Vice President, Corporate Operations and
-------------------------------           Finance (Principal Financial and Accounting Officer)
 Kevin R. Czinger

 /S/ DAVID M. BEIRNE                      Director
-------------------------------
 David M. Beirne

 /S/ CHRISTOS M. COTSAKOS                 Director
-------------------------------
 Christos M. Cotsakos

 /S/ TIM KOOGLE                           Director
-------------------------------
 Tim Koogle

 /S/ MICHAEL J. MORITZ                    Director
-------------------------------
 Michael J. Moritz
-10-
13

                                INDEX TO EXHIBITS
Exhibit
 Number        Description
 ------        -----------
4.1*        1997 Stock Plan, as amended
   4.2*        1999 Nonstatutory Stock Option Plan
   4.3*        1999 Employee Stock Purchase Plan
   5.1         Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
  23.1         Consent of Independent Auditors
  23.2         Consent of Counsel (contained in Exhibit 5.1)
  25.1         Power of Attorney (See page 10)
-----------------

*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (File No. 333-84703), as amended, declared effective by the
     Securities and Exchange Commission on November 4, 1999.