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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

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

                                  AppNet, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                                     52-2077860
      (State or other jurisdiction                        (I.R.S. Employer
    of incorporation or organization)                    Identification No.)

        6707 Democracy Boulevard,
               Suite 1000
           Bethesda, Maryland                                 20817
 (Address of principal executive offices)                   (Zip Code)

                     AppNet, Inc. 1999 Stock Incentive Plan
                            (Full title of the plan)

               Ken S. Bajaj                               With a copy to:
  President and Chief Executive Officer
               AppNet, Inc.                           Thomas E. Hartman, Esq.
         6707 Democracy Boulevard,                        Foley & Lardner
                Suite 1000                           777 East Wisconsin Avenue
         Bethesda, Maryland 20817                    Milwaukee, Wisconsin 53202
              (301) 581-2488                               (414) 271-2400
   (Name, address and telephone number,
including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
---------------- ---------- ---------------- ------------------ ----------------
    Title of       Amount   Proposed Maximum  Proposed Maximum
Securities to be   to be     Offering Price  Aggregate Offering     Amount of
   Registered    Registered     Per Share          Price        Registration Fee
---------------- ---------- ---------------- ------------------ ----------------
 Common Stock,   6,055,000     $21.16 (1)     $128,101,094(1)        $33,820
$.0005 par value  shares
---------------- ---------- ---------------- ------------------ ----------------

(1)  Estimated  pursuant to Rule 457(c) under the  Securities Act of 1933 solely
     for the purpose of calculating the registration fee based on the average of
     the high and low prices for AppNet,  Inc.  Common  Stock as reported on the
     NASDAQ National Market System on May 18, 2000.

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


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Commission by AppNet, Inc. (the
"Company") are hereby incorporated herein by reference:

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

          (b) The Company's  Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and

          (c) The  description  of the common  stock,  $.0005 par value,  of the
Company contained in Item 1 of the Company's Registration Statement on Form 8-A,
dated as of June 4,  1999,  including  any  amendment  or  report  filed for the
purpose of updating such description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  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 a part hereof
from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          The Company's  bylaws provide that the Company shall  indemnify to the
fullest extent  authorized by the Delaware General  Corporation Law, each person
who is involved in



                                       2
<PAGE>


any litigation or other  proceeding  because such person is or was a director or
officer of the  Company,  against  all  expense,  loss or  liability  reasonably
incurred or suffered in connection therewith.  The Company's bylaws provide that
a director or officer may be paid expenses  incurred in defending any proceeding
in  advance  of  its  final  disposition  upon  receipt  by  the  Company  of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced if it is  ultimately  determined  that such  director or officer is not
entitled to repay all amounts so advanced if it is  ultimately  determined  that
such director or officer is not entitled to indemnification.

          Section  145  of  the  Delaware  General  Corporation  Law  permits  a
corporation  to  indemnify  any director or officer of the  corporation  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably incurred in connection with any action, suit
or  proceeding  brought  by  reason  of the fact  that  such  person is or was a
director of officer of the  corporation,  if such person acted in good faith and
in a manner  that he  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  if he had no reason to  believe  his  conduct  was  unlawful.  In a
derivative  action,  (i.e.,  one  brought  by or on behalf of the  corporation),
indemnification  may be made only for expense,  actually and reasonably incurred
by any director or officer in connection  with the defense or settlement of such
an action or suit,  if such  person  acted in good faith and in a manner that he
reasonably  believed  to  in or  not  opposed  to  the  best  interests  of  the
corporation,  except that no indemnification  shall be made if such person shall
have  been  adjusted  to be liable to the  corporation,  unless  and only to the
extent  that the court in which the action or suit was brought  shall  determine
that the  defendant  is fairly and  reasonably  entitled to  indemnity  for such
expenses despite such adjudication of liability.

          Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
the  Company's  certificate  of  incorporation  eliminates  the  liability  of a
director to the corporation or its  stockholders  for monetary  damages for such
breach of fiduciary duty as a director,  except for liabilities arising (a) from
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders;  (b) from acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing  violation of law; (c) under Section 174 of
the Delaware General Corporation Law; or (d) from any transaction from which the
director derived an improper personal benefit.

          The Company maintains  primary and excess insurance  policies insuring
its  directors  and  officers  and  those of its  subsidiaries  against  certain
liabilities  they may incur in their  capacity as directors and officers.  Under
such policies,  the insurer, on behalf of the Company,  may also pay amounts for
which the Company has granted indemnification to the directors or officers.

Item 7.   Exemption from Registration Claimed.

          Not applicable.



                                       3
<PAGE>


Item 8.   Exhibits.

          The  following  exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

          Exhibit No.                        Exhibit

             (4.1)            AppNet,    Inc.   1999   Stock    Incentive   Plan
                              (Incorporated  by  reference  to  Exhibit  10.2 to
                              AppNet,  Inc.'s  Quarterly Report on Form 10-Q for
                              the quarter ended September 30, 1999)

             (4.2)            Restated  Certificate of  Incorporation of AppNet,
                              Inc.  (Incorporated by reference to Exhibit 3.1 to
                              AppNet,  Inc.'s  Form S-1  Registration  Statement
                              (Registration No. 333-89877))

             (5)              Opinion of Foley & Lardner

            (23.1)            Consent of Arthur Andersen, LLP

            (23.2)            Consent of Foley & Lardner (contained in Exhibit 5
                              hereto)

            (24)              Power   of   Attorney   relating   to   subsequent
                              amendments (included on the signature page to this
                              Registration Statement)

Item 9.   Undertakings.

            (a)      The undersigned registrant hereby undertakes:

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

            (i)      To include any prospectus required  by section 10(a)(3) of
                     the Securities Act of 1933, as amended;

            (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 low or
                     high end of the  estimated  maximum  offering  range may be



                                       4
<PAGE>


                     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 20%
                     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) of this section do
not apply if the registration statement is on Form S-3, S-8 or Form F-3, and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statements.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, as amended, 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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


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



                                       5
<PAGE>



                                   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 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bethesda and State of Maryland,  on this 24th day of
May, 2000.

                                      APPNET, INC.


                                      By:  /s/ Jack Pearlstein
                                         ---------------------------------------
                                           Jack Pearlstein
                                           Senior Vice President,
                                           Chief Financial Officer and Treasurer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Ken S. Bajaj and William S. Dawson,  and each of them
individually,  his true and lawful attorneys-in-fact and agents, with full power
of substitution and revocation, for him and in his name, place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.

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

/s/ Ken S. Bajaj              Chairman of the Board,              May 24, 2000
-----------------------       President and Chief
Ken S. Bajaj                  Executive Officer
                              (Principal Executive Officer)


/s/ Jack Pearlstein           Senior Vice President,              May 24, 2000
-----------------------       Chief Financial Officer
Jack Pearlstein               and Treasurer
                              (Principal Financial and
                              Accounting Officer)


/s/ Philip A. Canfield        Director                            May 24, 2000
-----------------------
Philip A. Canfield



                                       6
<PAGE>





/s/ John Cross                Director and Executive              May 24, 2000
-----------------------       Vice President
John Cross


/s/ Edward C. Meyer           Director                            May 24, 2000
-----------------------
Edward C. Meyer


/s/ Richard N. Perle          Director                            May 24, 2000
-----------------------
Richard N. Perle


                              Director
-----------------------
Bruce V. Rauner


/s/ James Thompson            Director                            May 24, 2000
-----------------------
James Thompson



                                       7
<PAGE>




                                  EXHIBIT INDEX



          Exhibit No.                                                  Exhibit

            (4.1)           AppNet, Inc. 1999 Stock Incentive Plan (Incorporated
                            by  reference  to  Exhibit  10.2  to AppNet,  Inc.'s
                            Quarterly Report on Form  10-Q for the quarter ended
                            September 30, 1999)

            (4.2)           Restated  Certificate  of  Incorporation  of AppNet,
                            Inc. (Incorporated  by  reference to Exhibit  3.1 to
                            AppNet,  Inc.'s  Form  S-1  Registration   Statement
                            (Registration No. 333-89877)

             (5)            Opinion of Foley & Lardner

           (23.1)           Consent of Arthur Andersen, LLP

           (23.2)           Consent of Foley  & Lardner  (contained in Exhibit 5
                            hereto)

            (24)            Power of Attorney relating  to subsequent amendments
                            (included on the signature page to this Registration
                            Statement)



                                       8
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--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

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

                                  AppNet, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                                     52-2077860
      (State or other jurisdiction                        (I.R.S. Employer
    of incorporation or organization)                    Identification No.)

        6707 Democracy Boulevard,
               Suite 1000
           Bethesda, Maryland                                 20817
 (Address of principal executive offices)                   (Zip Code)

                     AppNet, Inc. 1999 Stock Incentive Plan
                            (Full title of the plan)

               Ken S. Bajaj                               With a copy to:
  President and Chief Executive Officer
               AppNet, Inc.                           Thomas E. Hartman, Esq.
         6707 Democracy Boulevard,                        Foley & Lardner
                Suite 1000                           777 East Wisconsin Avenue
         Bethesda, Maryland 20817                    Milwaukee, Wisconsin 53202
              (301) 581-2488                               (414) 271-2400
   (Name, address and telephone number,
including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
---------------- ---------- ---------------- ------------------ ----------------
    Title of       Amount   Proposed Maximum  Proposed Maximum
Securities to be   to be     Offering Price  Aggregate Offering     Amount of
   Registered    Registered     Per Share          Price        Registration Fee
---------------- ---------- ---------------- ------------------ ----------------
 Common Stock,   6,055,000     $21.16 (1)     $128,101,094(1)        $33,820
$.0005 par value  shares
---------------- ---------- ---------------- ------------------ ----------------

(1)  Estimated  pursuant to Rule 457(c) under the  Securities Act of 1933 solely
     for the purpose of calculating the registration fee based on the average of
     the high and low prices for AppNet,  Inc.  Common  Stock as reported on the
     NASDAQ National Market System on May 18, 2000.

                           ---------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Commission by AppNet, Inc. (the
"Company") are hereby incorporated herein by reference:

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

          (b) The Company's  Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and

          (c) The  description  of the common  stock,  $.0005 par value,  of the
Company contained in Item 1 of the Company's Registration Statement on Form 8-A,
dated as of June 4,  1999,  including  any  amendment  or  report  filed for the
purpose of updating such description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  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 a part hereof
from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          The Company's  bylaws provide that the Company shall  indemnify to the
fullest extent  authorized by the Delaware General  Corporation Law, each person
who is involved in

                                       2
any litigation or other  proceeding  because such person is or was a director or
officer of the  Company,  against  all  expense,  loss or  liability  reasonably
incurred or suffered in connection therewith.  The Company's bylaws provide that
a director or officer may be paid expenses  incurred in defending any proceeding
in  advance  of  its  final  disposition  upon  receipt  by  the  Company  of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced if it is  ultimately  determined  that such  director or officer is not
entitled to repay all amounts so advanced if it is  ultimately  determined  that
such director or officer is not entitled to indemnification.

          Section  145  of  the  Delaware  General  Corporation  Law  permits  a
corporation  to  indemnify  any director or officer of the  corporation  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably incurred in connection with any action, suit
or  proceeding  brought  by  reason  of the fact  that  such  person is or was a
director of officer of the  corporation,  if such person acted in good faith and
in a manner  that he  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  if he had no reason to  believe  his  conduct  was  unlawful.  In a
derivative  action,  (i.e.,  one  brought  by or on behalf of the  corporation),
indemnification  may be made only for expense,  actually and reasonably incurred
by any director or officer in connection  with the defense or settlement of such
an action or suit,  if such  person  acted in good faith and in a manner that he
reasonably  believed  to  in or  not  opposed  to  the  best  interests  of  the
corporation,  except that no indemnification  shall be made if such person shall
have  been  adjusted  to be liable to the  corporation,  unless  and only to the
extent  that the court in which the action or suit was brought  shall  determine
that the  defendant  is fairly and  reasonably  entitled to  indemnity  for such
expenses despite such adjudication of liability.

          Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
the  Company's  certificate  of  incorporation  eliminates  the  liability  of a
director to the corporation or its  stockholders  for monetary  damages for such
breach of fiduciary duty as a director,  except for liabilities arising (a) from
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders;  (b) from acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing  violation of law; (c) under Section 174 of
the Delaware General Corporation Law; or (d) from any transaction from which the
director derived an improper personal benefit.

          The Company maintains  primary and excess insurance  policies insuring
its  directors  and  officers  and  those of its  subsidiaries  against  certain
liabilities  they may incur in their  capacity as directors and officers.  Under
such policies,  the insurer, on behalf of the Company,  may also pay amounts for
which the Company has granted indemnification to the directors or officers.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

                                       3
Item 8.   Exhibits.

          The  following  exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

          Exhibit No.                        Exhibit

             (4.1)            AppNet,    Inc.   1999   Stock    Incentive   Plan
                              (Incorporated  by  reference  to  Exhibit  10.2 to
                              AppNet,  Inc.'s  Quarterly Report on Form 10-Q for
                              the quarter ended September 30, 1999)

             (4.2)            Restated  Certificate of  Incorporation of AppNet,
                              Inc.  (Incorporated by reference to Exhibit 3.1 to
                              AppNet,  Inc.'s  Form S-1  Registration  Statement
                              (Registration No. 333-89877))

             (5)              Opinion of Foley & Lardner

            (23.1)            Consent of Arthur Andersen, LLP

            (23.2)            Consent of Foley & Lardner (contained in Exhibit 5
                              hereto)

            (24)              Power   of   Attorney   relating   to   subsequent
                              amendments (included on the signature page to this
                              Registration Statement)

Item 9.   Undertakings.

            (a)      The undersigned registrant hereby undertakes:

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

            (i)      To include any prospectus required  by section 10(a)(3) of
                     the Securities Act of 1933, as amended;

            (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 low or
                     high end of the  estimated  maximum  offering  range may be

                                       4
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 20%
                     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) of this section do
not apply if the registration statement is on Form S-3, S-8 or Form F-3, and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statements.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, as amended, 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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       5
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 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bethesda and State of Maryland,  on this 24th day of
May, 2000.

                                      APPNET, INC.

                                      By:  /s/ Jack Pearlstein
                                         ---------------------------------------
                                           Jack Pearlstein
                                           Senior Vice President,
                                           Chief Financial Officer and Treasurer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Ken S. Bajaj and William S. Dawson,  and each of them
individually,  his true and lawful attorneys-in-fact and agents, with full power
of substitution and revocation, for him and in his name, place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.

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

/s/ Ken S. Bajaj              Chairman of the Board,              May 24, 2000
-----------------------       President and Chief
Ken S. Bajaj                  Executive Officer
                              (Principal Executive Officer)

/s/ Jack Pearlstein           Senior Vice President,              May 24, 2000
-----------------------       Chief Financial Officer
Jack Pearlstein               and Treasurer
                              (Principal Financial and
                              Accounting Officer)

/s/ Philip A. Canfield        Director                            May 24, 2000
-----------------------
Philip A. Canfield

                                       6
/s/ John Cross                Director and Executive              May 24, 2000
-----------------------       Vice President
John Cross

/s/ Edward C. Meyer           Director                            May 24, 2000
-----------------------
Edward C. Meyer

/s/ Richard N. Perle          Director                            May 24, 2000
-----------------------
Richard N. Perle

                              Director
-----------------------
Bruce V. Rauner

/s/ James Thompson            Director                            May 24, 2000
-----------------------
James Thompson

                                       7
EXHIBIT INDEX

          Exhibit No.                                                  Exhibit

            (4.1)           AppNet, Inc. 1999 Stock Incentive Plan (Incorporated
                            by  reference  to  Exhibit  10.2  to AppNet,  Inc.'s
                            Quarterly Report on Form  10-Q for the quarter ended
                            September 30, 1999)

            (4.2)           Restated  Certificate  of  Incorporation  of AppNet,
                            Inc. (Incorporated  by  reference to Exhibit  3.1 to
                            AppNet,  Inc.'s  Form  S-1  Registration   Statement
                            (Registration No. 333-89877)

             (5)            Opinion of Foley & Lardner

           (23.1)           Consent of Arthur Andersen, LLP

           (23.2)           Consent of Foley  & Lardner  (contained in Exhibit 5
                            hereto)

            (24)            Power of Attorney relating  to subsequent amendments
                            (included on the signature page to this Registration
                            Statement)

                                       8