<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1999
                           REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                               NBC INTERNET, INC.
             (Exact name of Registrant as Specified in Its Charter)
                         DELAWARE                   94-3333463
                (State or Other Jurisdiction        (I.R.S. Employer
              of Incorporation or Organization)      Identification No.)

                        300 MONTGOMERY STREET, SUITE 300
                         SAN FRANCISCO, CALIFORNIA 94104
                    (Address of Principal Executive Offices)

                  NBC INTERNET, INC. 1999 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                            ------------------------
                                   CHRIS KITZE
                                    PRESIDENT
                               NBC INTERNET, INC.
                        300 MONTGOMERY STREET, SUITE 300
                         SAN FRANCISCO, CALIFORNIA 94104
                     (Name and Address of Agent for Service)

                                 (415) 288-2500
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
        BRUCE ALAN MANN, ESQ.                               RAJ AJI
     MORRISON & FOERSTER LLP                           NBC INTERNET, INC.
         425 MARKET STREET                    300 MONTGOMERY STREET, SUITE 300
   SAN FRANCISCO, CALIFORNIA 94105             SAN FRANCISCO, CALIFORNIA 94104
           (415) 268-7000                                (415) 288-2500

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                    Proposed                 Proposed
                                     Amount                 Maximum                  Maximum                 Amount of
Title of Securities                   to be              Offering Price        Aggregate Offering          Registration
to be Registered                    Registered              Per Share                 Price                      Fee
                                    ----------              ---------                 -----                      ---
<S>                                <C>                      <C>                  <C>                         <C>
Class A Common Stock, $.0001       6,469,057(1)               $23.65(3)          $152,993,198(3)             $42,532.11
par value per share

Class A Common Stock, $.0001       7,030,943(2)               $67.50(4)          $474,588,652(4)            $131,935.65
par value per share
</TABLE>

       (1) Represents the shares originally issued under stock option plans or
       stock option agreements of Xoom.com, Inc. or its subsidiaries and
       SNAP! LLC, which will be converted on November 29, 1999 into options
       to purchase shares of Class A Common Stock in connection with the
       Registrant's acquisition of Xoom.com, Inc. and SNAP! LLC, pursuant to
       the terms and provisions of the Agreement and Plan of Contribution and
       Merger dated May 9, 1999, as amended on October 20, 1999, by and among
       Registrant, CNET, Inc., XOOM.com, Inc., Xenon 3, Inc. and SNAP! LLC
       (the "Merger Agreement").
       (2) Represents shares available for grant under the 1999 Stock Incentive
       Plan.
       (3) Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended. Computation based upon the weighted average exercise
       price of the options, all of which were previously granted and as
       converted pursuant to the terms of the Merger Agreement.
       (4) Estimated in accordance with Rule 457(h) under the Securities Act
       of 1933, as amended, solely for the purpose of calculating the
       registration fee. Computation based upon the Registrant's good faith
       estimate of the value of the Class A Common Stock based upon the average
       high and low prices of XOOM.com, Inc.'s Common Stock as reported on the
       Nasdaq National Market on November 19, 1999.

<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10 (A) PROSPECTUS

         The documents containing the information specified in Part 1 of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission (the "Commission") Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933 (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by NBC Internet, Inc. (the "Registrant")
with the Commission are incorporated by reference herein:

       (a) The Registrant's Proxy Statement/Prospectus dated November 2, 1999,
       which forms a part of the Registration Statement on Form S-4 as declared
       effective on November 2, 1999 (No. 333-82639), which includes audited
       financial statements for XOOM.com, Inc., SNAP! LLC and the NBC Multimedia
       Division and pro forma financial information of the Registrant.

       (b) The description of the Registrant's Class A common stock which is
       contained in its Registration Statement on Form 8-A filed under the
       Securities Exchange Act of 1934 (the "Exchange Act") on November 2, 1999,
       including any amendment or report filed for the purpose of updating such
       description.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 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 hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the General Corporation Law of the State of
Delaware, the Registrant has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act. Article IX of the Registrant's Amended and
Restated Bylaws also provides for mandatory indemnification of its directors and
executive officers, and permissive indemnification of its employees and agents,
to the fullest extent permissible under Delaware law.

         Article Ninth of the Registrant's Restated Certificate of Incorporation
provides that the liability of its directors for monetary damages shall be
eliminated to the fullest extent permissible under Delaware law. Pursuant to
Delaware law, this includes elimination of liability for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. These provisions do not eliminate the directors' duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

         The Registrant has entered into agreements with its directors and
certain of its executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred (including expenses of a derivative action) in
connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that such person is or was a
director or officer of the Registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding,

<PAGE>

had no reasonable cause to believe his or her conduct was unlawful. The
indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder.

         Insofar as indemnification for liabilities arising under the
Securities Act 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 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
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
Securities Act and will be governed by the final adjudication of such issue.

         The Registrant has obtained a policy of directors' and officers'
liability insurance that insures the Registrant's directors and officers
against the cost of defense, settlement or payment of a judgment under
certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

     4.1      Restated Certificate of Incorporation of the Registrant.

     4.2      Amended and Restated Bylaws of the Registrant.

     5.1      Opinion of Morrison & Foerster LLP.

     23.1     Consent of Ernst & Young LLP, Independent Auditors.

     23.2     Consent of KPMG LLP, Independent Auditors.

     23.3     Consent of KPMG LLP, Independent Auditors.

     23.4     Consent of PricewaterhouseCoopers LLP, Independent Auditors.

     23.5     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

     24.1     Power of Attorney (see signature page of this Registration
              Statement).

     99.1     NBC Internet, Inc. 1999 Stock Incentive Plan (incorporated by
              reference to Exhibit 10.18 to the Registrant's Registration
              Statement on Form S-4 (Commission file No. 333-82639)).

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;

                   (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 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 percent change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective registration
                   statement;

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

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

<PAGE>

           (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
           upon the termination of the NBC Internet, Inc. 1999 Stock Incentive
           Plan.

       (b) The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of the
       Registrant's annual report 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 Registrant pursuant to the indemnity provisions summarized
       in Item 6 above or otherwise, the Registrant has been advised that in the
       opinion of the 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 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
       Securities Act and will be governed by the final adjudication of such
       issue.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on November 29,
1999.

                                                NBC INTERNET, INC.


                                                       BY:  /s/ Chris Kitze
                                                            --------------------
                                                            Chris Kitze
                                                            President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, severally and not jointly, Chris Kitze and
John Harbottle, with full power to act alone, as his or her true and lawful
attorney-in-fact, with the power of substitution, for and in such person's
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact full power and authority
to do and perform each and every act and thing requisite and necessary to be
done as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:

<TABLE>
<CAPTION>

              SIGNATURE                                      TITLE                                     DATE
              ---------                                      -----                                     ----
<S>                                                <C>                                               <C>
/s/ Chris Kitze
--------------------------------------------       President and Director                            November 29, 1999
      Chris Kitze                                  (Principal Executive Officer)

/s/ John Harbottle                                 Chief Financial Officer, Executive                November 29, 1999
--------------------------------------------       Vice President, Finance, Secretary and Treasurer
     John Harbottle                                (Principal Financial and Accounting Officer)

/s/ Marc Sznajderman                               Director                                          November 29, 1999
--------------------------------------------
     Marc Sznajderman
</TABLE>







<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>

   EXHIBIT
   NUMBER                                   DESCRIPTION
                                            -----------
     <S>      <C>
     4.1      Restated Certificate of Incorporation of the Registrant.

     4.2      Amended and Restated Bylaws of the Registrant.

     5.1      Opinion of Morrison & Foerster LLP.

     23.1     Consent of Ernst & Young LLP, Independent Auditors.

     23.2     Consent of KPMG LLP, Independent Auditors.

     23.3     Consent of KPMG LLP, Independent Auditors.

     23.4     Consent of PricewaterhouseCoopers LLP, Independent Auditors.

     23.5     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

     24.1     Power of Attorney (see signature page of this Registration
              Statement).

     99.1     NBC Internet, Inc. 1999 Stock Incentive Plan (incorporated by
              reference to Exhibit 10.18 to the Registrant's Registration
              Statement on Form S-4 (Commission file No. 333-82639)).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21679}]
{"company-data": {"conformed-name": "NBC INTERNET INC", "cik": "0001089754", "assigned-sic": "7389", "irs-number": "943333463", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91715", "film-number": "99765417"}, "business-address": {"street1": "300 MONTGOMERY STREET SUITE 300", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4152882500"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1999
                           REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                               NBC INTERNET, INC.
             (Exact name of Registrant as Specified in Its Charter)
                         DELAWARE                   94-3333463
                (State or Other Jurisdiction        (I.R.S. Employer
              of Incorporation or Organization)      Identification No.)

                        300 MONTGOMERY STREET, SUITE 300
                         SAN FRANCISCO, CALIFORNIA 94104
                    (Address of Principal Executive Offices)

                  NBC INTERNET, INC. 1999 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                            ------------------------
                                   CHRIS KITZE
                                    PRESIDENT
                               NBC INTERNET, INC.
                        300 MONTGOMERY STREET, SUITE 300
                         SAN FRANCISCO, CALIFORNIA 94104
                     (Name and Address of Agent for Service)

                                 (415) 288-2500
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
        BRUCE ALAN MANN, ESQ.                               RAJ AJI
     MORRISON & FOERSTER LLP                           NBC INTERNET, INC.
         425 MARKET STREET                    300 MONTGOMERY STREET, SUITE 300
   SAN FRANCISCO, CALIFORNIA 94105             SAN FRANCISCO, CALIFORNIA 94104
           (415) 268-7000                                (415) 288-2500

                         CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
                                     Amount                 Maximum                  Maximum                 Amount of
Title of Securities                   to be              Offering Price        Aggregate Offering          Registration
to be Registered                    Registered              Per Share                 Price                      Fee
                                    ----------              ---------                 -----                      ---
Class A Common Stock, $.0001       6,469,057(1)               $23.65(3)          $152,993,198(3)             $42,532.11
par value per share

Class A Common Stock, $.0001       7,030,943(2)               $67.50(4)          $474,588,652(4)            $131,935.65
par value per share
(1) Represents the shares originally issued under stock option plans or
       stock option agreements of Xoom.com, Inc. or its subsidiaries and
       SNAP! LLC, which will be converted on November 29, 1999 into options
       to purchase shares of Class A Common Stock in connection with the
       Registrant's acquisition of Xoom.com, Inc. and SNAP! LLC, pursuant to
       the terms and provisions of the Agreement and Plan of Contribution and
       Merger dated May 9, 1999, as amended on October 20, 1999, by and among
       Registrant, CNET, Inc., XOOM.com, Inc., Xenon 3, Inc. and SNAP! LLC
       (the "Merger Agreement").
       (2) Represents shares available for grant under the 1999 Stock Incentive
       Plan.
       (3) Estimated in accordance with Rule 457(h) under the Securities Act of
       1933, as amended. Computation based upon the weighted average exercise
       price of the options, all of which were previously granted and as
       converted pursuant to the terms of the Merger Agreement.
       (4) Estimated in accordance with Rule 457(h) under the Securities Act
       of 1933, as amended, solely for the purpose of calculating the
       registration fee. Computation based upon the Registrant's good faith
       estimate of the value of the Class A Common Stock based upon the average
       high and low prices of XOOM.com, Inc.'s Common Stock as reported on the
       Nasdaq National Market on November 19, 1999.
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10 (A) PROSPECTUS

         The documents containing the information specified in Part 1 of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission (the "Commission") Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933 (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by NBC Internet, Inc. (the "Registrant")
with the Commission are incorporated by reference herein:

       (a) The Registrant's Proxy Statement/Prospectus dated November 2, 1999,
       which forms a part of the Registration Statement on Form S-4 as declared
       effective on November 2, 1999 (No. 333-82639), which includes audited
       financial statements for XOOM.com, Inc., SNAP! LLC and the NBC Multimedia
       Division and pro forma financial information of the Registrant.

       (b) The description of the Registrant's Class A common stock which is
       contained in its Registration Statement on Form 8-A filed under the
       Securities Exchange Act of 1934 (the "Exchange Act") on November 2, 1999,
       including any amendment or report filed for the purpose of updating such
       description.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 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 hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the General Corporation Law of the State of
Delaware, the Registrant has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act. Article IX of the Registrant's Amended and
Restated Bylaws also provides for mandatory indemnification of its directors and
executive officers, and permissive indemnification of its employees and agents,
to the fullest extent permissible under Delaware law.

         Article Ninth of the Registrant's Restated Certificate of Incorporation
provides that the liability of its directors for monetary damages shall be
eliminated to the fullest extent permissible under Delaware law. Pursuant to
Delaware law, this includes elimination of liability for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. These provisions do not eliminate the directors' duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

         The Registrant has entered into agreements with its directors and
certain of its executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred (including expenses of a derivative action) in
connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that such person is or was a
director or officer of the Registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder.

         Insofar as indemnification for liabilities arising under the
Securities Act 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 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
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
Securities Act and will be governed by the final adjudication of such issue.

         The Registrant has obtained a policy of directors' and officers'
liability insurance that insures the Registrant's directors and officers
against the cost of defense, settlement or payment of a judgment under
certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

     4.1      Restated Certificate of Incorporation of the Registrant.

     4.2      Amended and Restated Bylaws of the Registrant.

     5.1      Opinion of Morrison & Foerster LLP.

     23.1     Consent of Ernst & Young LLP, Independent Auditors.

     23.2     Consent of KPMG LLP, Independent Auditors.

     23.3     Consent of KPMG LLP, Independent Auditors.

     23.4     Consent of PricewaterhouseCoopers LLP, Independent Auditors.

     23.5     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

     24.1     Power of Attorney (see signature page of this Registration
              Statement).

     99.1     NBC Internet, Inc. 1999 Stock Incentive Plan (incorporated by
              reference to Exhibit 10.18 to the Registrant's Registration
              Statement on Form S-4 (Commission file No. 333-82639)).

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;

                   (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 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 percent change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective registration
                   statement;

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

           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by the Registrant pursuant to
           Section 13 or Section 15(d) of the Exchange Act that are incorporated
           by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial BONA FIDE offering thereof.

           (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           upon the termination of the NBC Internet, Inc. 1999 Stock Incentive
           Plan.

       (b) The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of the
       Registrant's annual report 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 Registrant pursuant to the indemnity provisions summarized
       in Item 6 above or otherwise, the Registrant has been advised that in the
       opinion of the 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 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
       Securities Act and will be governed by the final adjudication of such
       issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on November 29,
1999.

                                                NBC INTERNET, INC.

                                                       BY:  /s/ Chris Kitze
                                                            --------------------
                                                            Chris Kitze
                                                            President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, severally and not jointly, Chris Kitze and
John Harbottle, with full power to act alone, as his or her true and lawful
attorney-in-fact, with the power of substitution, for and in such person's
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact full power and authority
to do and perform each and every act and thing requisite and necessary to be
done as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:
SIGNATURE                                      TITLE                                     DATE
              ---------                                      -----                                     ----
/s/ Chris Kitze
--------------------------------------------       President and Director                            November 29, 1999
      Chris Kitze                                  (Principal Executive Officer)

/s/ John Harbottle                                 Chief Financial Officer, Executive                November 29, 1999
--------------------------------------------       Vice President, Finance, Secretary and Treasurer
     John Harbottle                                (Principal Financial and Accounting Officer)

/s/ Marc Sznajderman                               Director                                          November 29, 1999
--------------------------------------------
     Marc Sznajderman
EXHIBIT INDEX
EXHIBIT
   NUMBER                                   DESCRIPTION
                                            -----------
4.1      Restated Certificate of Incorporation of the Registrant.

     4.2      Amended and Restated Bylaws of the Registrant.

     5.1      Opinion of Morrison & Foerster LLP.

     23.1     Consent of Ernst & Young LLP, Independent Auditors.

     23.2     Consent of KPMG LLP, Independent Auditors.

     23.3     Consent of KPMG LLP, Independent Auditors.

     23.4     Consent of PricewaterhouseCoopers LLP, Independent Auditors.

     23.5     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

     24.1     Power of Attorney (see signature page of this Registration
              Statement).

     99.1     NBC Internet, Inc. 1999 Stock Incentive Plan (incorporated by
              reference to Exhibit 10.18 to the Registrant's Registration
              Statement on Form S-4 (Commission file No. 333-82639)).