<PAGE>

    As filed with the Securities and Exchange Commission on August 5, 1999
                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            -----------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                 (Including Registration of Shares for Resale
                         under a Form S-3 Prospectus)
                                     under
                          THE SECURITIES ACT OF 1933
                            -----------------------
                     NORTHPOINT COMMUNICATIONS GROUP, INC.
            (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                        <C>                                            <C>
                    Delaware                             222 Sutter Street                         52-214-7716
                                                  San Francisco, California 94108
            (State of Incorporation)                   (Address of Principal                    (I.R.S. Employer
                                                         Executive Offices)                     Identification No.)
</TABLE>

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

Amended and Restated 1999 Stock Plan of NorthPoint Communications Group, Inc.
            NorthPoint Communications, Inc. 1997 Stock Option Plan
                           (Full Title of the Plan)
                            -----------------------

                               Michael W. Malaga
               Chairman of the Board and Chief Executive Officer
                     NorthPoint Communications Group, Inc.
                               222 Sutter Street
                        San Francisco, California 94108
                                (415) 403-4003
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:
                                Michael W. Hall
                               Latham & Watkins
                            135 Commonwealth Drive
                         Menlo Park, California 94025
                                (650) 328-4600

                        Calculation of Registration Fee
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                  Proposed          Proposed             Maximum
                                                 Number of          Maximum             Amount of
                                                Shares to be     Offering Price         Aggregate           Registration
     Title of Securities to be Registered      Registered(1)       Per Share          Offering Price             Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                 <C>               <C>                     <C>
   Common Stock, $0.001 par value.........     15,557,864(2)        $20.72(3)       $322,358,942.08(3)       $ 89,615.79
   Common Stock, $0.001 par value.........     19,662,300(4)        $ 6.83(5)       $134,293,509.00(6)       $ 37,333.60
                                               ----------                           ---------------          -----------
   Total..................................     35,220,164              N/A          $456,652,451.08          $126,949.39
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)    This registration statement shall also cover any additional shares of
       common stock which become issuable under the Amended and Restated 1999
       Stock Plan of NorthPoint Communications Group, Inc. (the "1999 Plan") or
       the NorthPoint Communications, Inc. 1997 Stock Option Plan (the "1997
       Plan") by reason of any stock dividend, stock split, recapitalization or
       other similar transaction effected without the receipt of consideration
       which results in an increase in the number of the outstanding shares of
       common stock of NorthPoint Communications Group, Inc.
<PAGE>

(2)    Represents 13,308,329 shares reserved for issuance upon the exercise of
       stock options that may be granted under the 1999 Plan, 1,250 shares
       issued by the registrant pursuant to the exercise of options granted
       under the 1999 Plan and 2,248,285 shares issued by the registrant
       pursuant to the exercise of options granted under the 1997 Plan, which
       options were assumed by the registrant in connection with the
       reorganization of NorthPoint Communications, Inc. in March 1999, pursuant
       to which NorthPoint Communications, Inc. became a wholly-owned subsidiary
       of the registrant.
(3)    Estimated for the purpose of calculating the registration fee pursuant to
       Rule 457(c) under the Securities Act of 1933, as amended (the "Securities
       Act"), on the basis of the average of the high and low prices of the
       registrant's common stock as reported by the Nasdaq National Market on
       August 4, 1999.
(4)    Represents 5,919,080 shares subject to options outstanding under the 1999
       Plan and 13,743,220 shares subject to options outstanding under the 1997
       Plan, which options were assumed by the registrant in connection with the
       reorganization of NorthPoint Communications, Inc. in March 1999, pursuant
       to which NorthPoint Communications, Inc. became a wholly-owned subsidiary
       of the registrant.
(5)    Estimated for the purpose of calculating the registration fee pursuant to
       Rule 457(h) under the Securities Act. The price of $6.83 per share
       represents the weighted average exercise price for such outstanding
       options.
(6)    Calculated based on the weighted average exercise price per share
       pursuant to Rule 457(h) under the Securities Act.
================================================================================

                                EXPLANATORY NOTE

     NorthPoint Communications Group, Inc. has prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities
Act, to register shares of common stock issuable pursuant to the 1999 Plan and
the 1997 Plan. In March 1999, the registrant completed a reorganization in which
NorthPoint Communications, Inc. became a wholly-owned subsidiary of a newly
created holding company, NorthPoint Communications Group, Inc. As a result of
the reorganization, the stockholders of NorthPoint Communications, Inc.
immediately before the reorganization became of the only stockholders of
NorthPoint Communications Group, Inc. immediately after the reorganization. In
connection with the reorganization, NorthPoint Communications Group, Inc.
assumed all of the options then outstanding under the 1997 Plan, which options
became exercisable for shares of the common stock of NorthPoint Communications
Group, Inc.

     Under cover of this registration statement on Form S-8 is a prospectus of
NorthPoint Communications Group, Inc. prepared in accordance with Part I of Form
S-3 under the Securities Act. This prospectus has been prepared pursuant to
Instruction C of Form S-8, in accordance with the requirements of Part I of Form
S-3, and may be used for reofferings and resales on a continuous or delayed
basis in the future of up to an aggregate 2,248,285 "restricted securities"
which have been issued prior to the filing of this registration statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     NorthPoint Communications Group, Inc. will send or give the documents
containing the information specified in Part I of Form S-8 to employees as
specified by the Securities and Exchange Commission Rule 428(b)(1) under the
Securities Act. NorthPoint Communications Group, Inc. does not need to file
these documents with the Commission either as a part of the registration
statement or as prospectuses or prospectus supplements under Rule 424 of the
Securities Act.
<PAGE>

PROSPECTUS

                     NORTHPOINT COMMUNICATIONS GROUP, INC.

                               2,248,285 Shares

                   Common Stock, par value $0.001 per share

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


     This prospectus relates to 2,248,285 shares of the common stock of
NorthPoint Communications Group, Inc., which may be offered from time to time by
the selling stockholders identified on page 16 of this prospectus for their own
accounts. Each of the selling stockholders named below acquired the shares of
common stock (1) pursuant to the Amended and Restated 1999 Stock Plan of
NorthPoint Communications Group, Inc. (the "1999 Plan") as an employee or
consultant of NorthPoint Communications Group, Inc., (2) was formerly an option
holder of NorthPoint Communications, Inc. who acquired options to purchase
shares of our common stock as a result of the reorganization of NorthPoint
Communications, Inc. in March 22, 1999, pursuant to which NorthPoint
Communications, Inc. became our wholly-owned subsidiary and we assumed all of
the options outstanding under the NorthPoint Communication, Inc. 1997 Stock
Option Plan (the "1997 Plan"), or (3) is the transferee by gift of a person who
acquired the shares pursuant to one of the methods described in clauses (1) or
(2).

     It is anticipated that the selling stockholders will offer shares for sale
at prevailing prices in the Nasdaq National Market on the date of sale or in
negotiated transactions. We will receive no part of the proceeds from sales made
under this prospectus. We are paying the expenses incurred in registering the
shares, but all selling and other expenses incurred by each of the selling
stockholders will be borne by that selling stockholder.

     Among the shares of common stock there are shares which are "restricted
securities" under the Securities Act of 1933, as amended (the "Securities Act"),
before their sale under this prospectus. This prospectus has been prepared for
the purpose of registering the shares of common stock under the Securities Act
to allow for future sales by the selling stockholders, on a continuous or
delayed basis, to the public without restriction. Each selling stockholder and
any participating broker or dealer may be deemed to be an "underwriter" within
the meaning of the Securities Act, in which event any profit on the sale of
shares by the selling stockholder and any commissions or discounts received by
those brokers or dealers may be deemed to be underwriting compensation under the
Securities Act.

     Our common stock is traded on the Nasdaq National Market under the symbol
"NPNT." On August 3, 1999, the last reported sale price of our common stock on
the Nasdaq National Market was $22.38 per share.

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

     Investing in our common stock involves a high degree of risk. Please
carefully consider the "Risk Factors" beginning on Page 2 of this prospectus.

     Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.

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

                 The date of this prospectus is August 5, 1999
<PAGE>

                                  THE COMPANY

     We are a national provider of high speed, local data network services. Our
networks use digital subscriber line, or DSL, technology to enable data
transport over telephone company copper lines at guaranteed speeds up to 25
times faster than common dial-up modems. We market our network and data
transport services to Internet service providers, long-distance and local
telephone companies and data service providers, whom we call network service
providers. Our customers can use our fast, secure and reliable data networks to
provide continuously connected, economical Internet access and other data-
intensive applications to end users. These end users are typically small-and
medium-sized businesses with up to 500 employees, people who work in home
offices, and telecommuters.

     We are currently providing services in 24 metropolitan areas in the United
States and intend to offer service in a total of 29 metropolitan areas by the
end of 1999. We have been and expect to be the first, or one of the first, to
offer DSL services in these markets. Our networks consist principally of digital
communications equipment that we own and install in telephone company offices
known as "central offices" and existing copper telephone lines that we lease to
connect our equipment with end users' premises. We will initially install our
equipment in the central offices with the highest density of small- and medium-
sized businesses in our 29 markets. We have already secured and purchased space
in over 1,025 of those central offices and intend to expand the coverage of our
networks in these markets over time by installing equipment in additional
central offices.

     Upon completion of our planned expansion, our networks will be able to
reach approximately four million businesses and 30 million households, including
more than 80% of the small- and medium-sized businesses in our 29 markets. We
have already obtained required regulatory approvals, including competitive local
exchange carrier authorizations, to offer services in each of those markets. We
are currently providing or have entered into agreements to provide our services
to more than 150 network service providers and have connected over 7,000 of
their end users to our networks.

     The address of our principal executive office is 222 Sutter Street, San
Francisco, California 94108, and our telephone number is (415) 403-4003. We
maintain a corporate website at http:\\www.northpointcom.com. The contents of
our website are not part of this prospectus.

                                 RISK FACTORS

     In addition to the other information contained herein,  potential investors
should carefully consider the following risk factors in evaluating our company.

Because We Have a Limited Operating History, It Is Difficult to Evaluate Our
Business

     We were formed in May 1997 and began offering commercial services in the
San Francisco Bay Area in March 1998. Because of our limited operating history,
investors have limited operating and financial data about our company upon which
to base an evaluation of our performance and an investment in our common stock.

     Investors should consider the risks, expenses and difficulties we may
encounter, including those frequently encountered by early stage companies in
new and rapidly evolving markets. As a result, we may be unable to:

     o    develop our operational support systems and other information
          technology systems;

     o    obtain central office space and suitable copper wire loops;

     o    expand our customer base;

     o    raise additional capital;

     o    maintain adequate control of our expenses;

                                       2
<PAGE>

     o    attract and retain qualified personnel;

     o    enter into and implement interconnection agreements with traditional
          telephone companies, some of which are our competitors or potential
          competitors;

     o    expand the geographic coverage of our network;

     o    obtain governmental authorizations to operate as a competitive
          telecommunications company in new markets;

     o    continue to upgrade our technologies and enhance our product features;
          and

     o    respond to technological changes and competitive market conditions.

We Expect Our Losses and Negative Cash Flow to Continue

     To date, we have incurred substantial operating losses, net losses and
negative cash flow on both an annual and quarterly basis. For the year ended
December 31, 1998, we had operating losses of approximately $25,362,000, net
losses of $28,847,000, and negative cash flow from operating and investing
activities of $52,913,000. For the six months ended June 30, 1999, we had
operating losses of approximately $53,247,000, net losses of $61,254,000, and
negative cash flow from operating and investing activities of $211,021,000. We
cannot assure our investors that we will ever achieve profitability or generate
positive cash flow.

     We expect our operating expenses will increase significantly, especially in
the areas of operations, sales and marketing, as we develop and expand our
business and, as a result, we will need to increase our revenue to become
profitable. If our revenue does not grow as expected or increases in our
expenses are not in line with our plans, there could be a material adverse
effect on our business, prospects, financial condition and results of
operations.

We Cannot Predict Whether We Will be Successful Because Our Business Model is
Unproven and Our Market Is Developing

     Our business strategy is unproven. To be successful, we must, among other
things, develop and market data networks and services that are widely accepted
by our customers and their end users at prices that will yield a profit. Because
our business and the overall market for high speed data communications services
are in the early stages of development, we are unsure whether or when our DSL
services will achieve commercial acceptance.

Our Failure to Achieve or Sustain Market Acceptance at Desired Pricing Levels
Could Impair Our Ability to Achieve Profitability or Positive Cash Flow

     Prices for digital communication services have fallen historically, a trend
we expect will continue. Accordingly, we cannot predict to what extent we may
need to reduce our prices to remain competitive or whether we will be able to
sustain future pricing levels as our competitors introduce competing services or
similar services at lower prices. Our failure to achieve or sustain market
acceptance at desired pricing levels could impair our ability to achieve
profitability or positive cash flow, which would have a material adverse effect
on our business, prospects, financial condition and results of operations.

Our Quarterly Operating Results Are Likely to Fluctuate Significantly, Causing
Our Stock Price to be Volatile or to Decline

     We cannot accurately forecast our revenue because of our limited operating
history and the emerging nature of the data communications industry in our
markets. Our revenue could fall short of our expectations if we experience
delays or cancellations by even a small number of our customers. A number of
factors are likely to cause fluctuations in our operating results, including:

                                       3
<PAGE>

     o   the rate at which we are able to attract and retain customers, and
         whether larger customers fulfill their volume commitments to us;

     o   the ability of our customers to generate significant end user demand;

     o   the timing and willingness of traditional telephone companies to
         provide and construct the required central office facilities;

     o   the timing and willingness of traditional telephone companies to
         provide suitable copper wire loops at favorable prices;

     o   the prices our customers and, in turn, their end users pay for our
         services;

     o   availability of financing to continue to fund our expansion;

     o   our ability to deploy our services on a timely basis to satisfy end
         user demand;

     o   the mix of line orders between lower priced and higher priced lines;

     o   the amount and timing of capital expenditures and operating costs as we
         expand our network;

     o   the announcement or introduction of new or enhanced services by our
         competitors; and

     o   technical difficulties or network downtime.

     As a result, it is likely that in some future quarters our operating
results will be below the expectations of securities analysts and investors. If
this happens, the trading price of our common stock would likely be materially
adversely affected.

A Limited Number of Customers Account for a High Percentage of Our Revenue and
the Loss of a Significant Customer Could Harm Our Business

     We currently provide or have agreements to provide data transport solutions
to more than 150 network service providers. For the quarter ended June 30, 1999,
our two largest customers accounted for approximately 40% of our revenue. We
anticipate that, as we expand our business, we will continue to rely upon a
limited number of customers for a high percentage of our revenue and end-user
lines. As a result of this concentration of our customer base, a loss of or
decrease in business from one or more of our customers could have a material
adverse effect on our business, prospects, financial condition and results of
operations.

     Similarly, if our customers are unsuccessful in competing for end users in
their own intensely competitive markets or experience other financial or
operating difficulties, our business, prospects, financial condition and results
of operations would be materially adversely affected.

     Many of our agreements with our customers are non-exclusive, and many of
our customers are also customers of, or have invested in, our competitors. To
the extent our significant customers strengthen their commercial relationships
with our competitors, our business would be materially adversely affected.

We May Not Be Able to Continue to Grow Our Business If We Do Not Obtain
Significant Additional Funds By the Middle of 2000

     We believe our current capital resources will be sufficient for our funding
and working capital requirements and for the deployment and operation of our
networks in targeted markets through the middle of 2000. We will need
significant additional funds beyond then. We expect that the actual amount and
timing of our future capital requirements will depend upon the demand for our
services and regulatory, technological and competitive developments, including
additional market developments and new opportunities, in our industry. We may
seek

                                       4
<PAGE>

additional financing earlier than the middle of 2000 if:

     o   we alter the schedule, targets or scope of our network rollout plan;

     o   our plans or projections change or prove to be inaccurate;

     o   we acquire other companies or businesses; or

     o   market conditions allow us to raise public or privately financed
         capital on attractive terms.

     We may be unsuccessful in raising sufficient additional capital at all or
on terms that we consider acceptable. If we are unable to obtain adequate funds
on acceptable terms, our ability to deploy and operate our networks, fund our
expansion or respond to competitive pressures would be significantly impaired.
Such limitation could have a material adverse effect on our business, prospects,
financial condition or results of operations.

Our Business Activities and Our Ability to Raise Additional Funds Are Limited by
Covenants Contained in Our Financing Agreements

     Our debt agreements and other financing agreements contain and will contain
restrictions on our activities and financial covenants with which we will be
required to comply. If we fail to comply with these requirements, we would be in
default and our obligations could be declared immediately due and payable. We
may be unable to make such required payments, or to raise sufficient funds from
other sources.

     In addition, the terms of proposed new indebtedness or other funding may
not be permitted by the terms of our current financing agreements. This may
impair our ability to develop our business. If we fail to raise sufficient
funds, we may be required to modify, delay or abandon some of our expansion
plans, which could have a material adverse effect on our business, prospects,
financial condition and results of operations.

We Need to Make Capital Expenditures, and the Amounts, Timing and Returns are
Uncertain

     In 1999, we will have to make significant capital expenditures estimated at
$130,000,000 to $160,000,000 to develop our business and deploy our services and
systems. The amount and timing of these expenditures are uncertain and will
depend upon our ability to execute our plans in a timely and cost-effective
manner. We will need to increase our revenue in order to earn a return from our
capital expenditures. If our revenue does not grow as expected, or capital
expenditures exceed our estimates, there could be a material adverse effect on
our business, prospects, financial condition and results of operations.

Our Failure to Manage Our Growth Effectively Could Impair Our Business

     If we are successful in implementing our business plan, our operations will
expand rapidly. This rapid expansion could place a significant strain on our
management, financial and other resources. Our ability to manage future growth,
if it occurs, will depend upon our ability to:

     o   control costs;

     o   maintain regulatory compliance;

     o   implement and significantly expand our financial and operating systems;

     o   maintain our operations support systems; and

     o   expand, train and manage our employee base.

     We may be unable to do these things successfully. In addition, we may not
successfully obtain, integrate and

                                       5
<PAGE>

use our employees and management, operating and financial resources. Our
business, prospects, financial condition and results of operations will be
materially adversely affected if we are unable to manage our growth effectively.

The Data Communications Industry is Undergoing Rapid Technological Changes and
New Technologies May Be Superior to the Technology We Use

     The data  communications  industry  is  subject  to rapid  and  significant
technological change, including continuing developments in DSL technology, which
does not presently have widely accepted standards,  and alternative technologies
for providing high speed data communications such as cable modem technology.  As
a consequence:

     o   we will rely on third parties, including some of our competitors and
         potential competitors, to develop and provide us with access to
         communications and networking technology;

     o   our success will depend on our ability to anticipate or adapt to new
         technology on a timely basis; and

     o   we expect that new products and technologies will emerge that may be
         superior to, or may not be compatible with, our products and
         technologies.

     If we fail to adapt successfully to technological changes or obsolescence
or fail to obtain access to important technologies, our business, prospects,
financial condition and results of operations could be materially adversely
affected.

Our Success in Attracting and Retaining Customers Significantly Depends on Our
Ability to Obtain Central Office Space From Traditional Telephone Companies

     We believe the growth and success of our business will depend upon securing
physical central office space for our equipment in the central offices of
traditional telephone companies in our target markets. We have experienced
initial rejections of our applications to obtain space in some central offices.
We believe we will continue to receive rejections of requested physical central
office space as we expand our existing and planned networks. Although to date a
majority of our applications to obtain physical central office space that were
initially rejected have subsequently been accepted, we cannot assure potential
investors that we will be successful in reversing the pending rejections or any
other rejected applications for space in desired central offices. Nor can we
predict the extent of these rejections or their impact on our ability to provide
service in our target markets. The rejection of our applications for central
office space has in the past and could in the future result in delays and
increased costs as we expand our services in our target markets. This may
materially adversely affect our business, prospects, financial condition and
results of operations.

     As we grow, we may be unable to secure central office space on a timely
basis or at all. In some cases, although physical central office space is
available, traditional telephone companies have claimed that they must refurbish
space to make it suitable for our equipment--for example, by adding separate
entrances, removing asbestos or obsolete machinery, or increasing power supply
and air conditioning--which in some cases has made the cost to obtain that
physical central office space prohibitively expensive. The FCC recently adopted
new rules designed to make it easier and less expensive for competitive
telecommunications companies to obtain central office space and to require
traditional telephone companies to provide them with alternative arrangements
for obtaining central office space. We cannot be certain of how effective these
rules will be or whether our competitors will benefit to a greater extent from
these rules than we will. We expect physical central office space to become
increasingly scarce due to increasing demand from a growing number of
competitive telecommunications companies.

     Even when space is available, we may face delays ranging from four months
to more than a year after we place an order before space for our equipment is
made available. If our applications for physical central office space are
rejected, or the costs or delays associated with obtaining central office space
become too expensive, our expansion plans could be adversely affected, which
could have a material adverse effect on our business, prospects, financial
condition and results of operations.

                                       6
<PAGE>

     Broad service availability is also important to our customers and potential
customers that want to provide Internet access or other data services on a
national or regional basis. Our inability to obtain physical central office
space in a timely manner could have a material adverse effect on our ability to
attract and retain customers.

     Any disputes with traditional telephone companies over the types of
equipment we seek to install in the central office space could also delay our
installation and even impair our ability to provide service in the manner we
deem appropriate. These delays or refusals could have a material adverse effect
on our business, prospects, financial condition and results of operations.

Our Success Depends on Interconnection Agreements with Traditional Telephone
Companies in Each of Our Markets

     The success of our strategy depends on our ability to enter into and renew
interconnection agreements with traditional telephone companies in each of our
target markets on a timely basis. Delays in obtaining additional interconnection
agreements would postpone our entry into a market, which could have a material
adverse effect on our business, prospects, financial condition and results of
operations.

     Interconnection agreements have limited terms of two to three years and we
cannot assure potential investors that existing or new agreements will be
extended or negotiated on terms favorable to us. Interconnection agreements are
also subject to state commission, FCC and judicial oversight. These government
bodies may modify the terms or prices of our interconnection agreements in ways
that adversely affect our business, prospects, financial condition and results
of operations.

Our Business Could Suffer if High Quality Copper Lines Are Not Available or Cost
Us More Than We Expect

     We significantly depend on the quality of the copper lines and the
traditional telephone companies' maintenance of such lines. We cannot assure
potential investors that we will be able to obtain the copper lines and the
services we require from the traditional telephone companies at quality levels,
prices, terms and conditions satisfactory to us. Our failure to do so would have
a material adverse effect on our business, prospects, financial condition and
results of operations.

     Under federal law, traditional telephone companies have an obligation to
negotiate with us in good faith to enter into interconnection agreements,
including agreements on the price at which we can obtain suitable lines from
these telephone companies. If no agreement can be reached, either side may
petition the applicable state commission to arbitrate remaining disagreements.
These arbitration proceedings can last up to nine months. Moreover, the state
commission must approve any interconnection agreement resulting from negotiation
or arbitration, and any party may appeal an adverse decision by the state
commission to federal district court. The potential cost in resources and delay
from this process could harm our ability to compete in certain markets, and
there is no guarantee that a state commission would resolve disputes, including
pricing disputes, regarding our access to suitable lines in our favor. Moreover,
the FCC rules governing pricing standards for access to the networks of the
traditional telephone companies are currently being challenged in federal court.
If the courts overturn the FCC's pricing rules, the FCC may adopt a new pricing
methodology that would require us to pay a higher price to traditional telephone
companies for access to suitable lines. This could have a detrimental effect on
our business.

     We have not yet established a history of ordering and obtaining the
provisioning and repair of very large volumes of lines from any traditional
telephone company. We also depend on cooperation from traditional telephone
companies for repair of transmission facilities. The traditional telephone
companies in turn rely significantly on unionized labor. Labor-related issues
and actions on the part of the traditional telephone companies have in the past,
and may in the future, adversely affect traditional telephone companies'
provision of services and network components that we order.

     Our dependence on the traditional telephone companies has caused and could
continue to cause us to encounter

                                       7
<PAGE>

delays in establishing our networks, provisioning lines and upgrading our
services. These delays could adversely affect our relationships with our
customers, harm our reputation or could otherwise have a material adverse effect
on our business, prospects, financial condition and results of operations.

We Depend on Market Acceptance for DSL-Based Services

     The market for small- and medium-sized business, telecommuter and
residential Internet access is in the early stages of development. Because we
offer services to a new and evolving market and because current and future
competitors are likely to introduce competing services, it is difficult for us
to predict the rate at which these markets will grow. Various providers of high-
speed digital communications services are testing products from various
suppliers for various applications, and it is unclear if DSL will offer the same
or more attractive price-performance characteristics. If the markets for our
services fail to develop, grow more slowly than anticipated or become saturated
with competitors, our business, prospects, financial condition and results of
operations could be materially adversely affected.

We Depend on Our Billing, Customer Service and Information Support Systems,
Which Need Further Development

     Sophisticated information and processing systems are vital to our growth
and ability to monitor costs, bill customers, process customer orders and
achieve operating efficiencies. Our plans for the development and implementation
of our operations support systems rely, for the most part, on acquiring products
and services offered by third-party vendors and integrating those products and
services in-house to produce efficient operational solutions. However, we may
not successfully identify all of our information and processing needs or
implement these systems on a timely basis or at all, and these systems may not
perform as expected.

     In addition, our right to use these systems is dependent upon license
agreements with third-party vendors. Some of those agreements may be cancelable
by the vendor and the cancellation or nonrenewal of these agreements may have a
material adverse effect on our business, prospects, financial condition and
results of operations.

     Similar issues are applicable to the operations support systems and other
systems of our customers, and to the interface between our systems and those of
our customers. Therefore, failures at our customers could also have a material
adverse effect on our business, prospects, financial condition and results of
operations.

If We Do Not Adequately Address Year 2000 Issues, We May Incur Significant Costs
and Our Business Could Suffer

     The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. As a result, our
computer programs that have date-sensitive software and software of companies
into which our network is interconnected may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in system failures or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities. If the systems of other companies on
whose services we depend or with whom our systems interconnect are not year 2000
compliant, it could have a material adverse effect on our business, prospects,
financial condition and results of operations. See "Impact of Year 2000 Issue."

We May Be Unable to Expand Our Network Services Effectively and Provide High
Performance to a Substantial Number of End Users

     Due to the limited deployment of our services, the ability of our DSL
network to connect and manage a substantial number of end users at high
transmission speeds is still unknown. While peak digital data transmission
speeds across our DSL network to and from the central office and the end user
can exceed 1.5 megabits per second, the actual data transmission speeds over our
network could be significantly slower due to:

     o   the type of DSL technology deployed;

     o   the distance an end user is located from a central office;

                                       8
<PAGE>

     o   the configuration of the telecommunications line being used;

     o   the existence of and number of data transmission impediments on the
         telephone company copper lines;

     o   the gauge of the copper lines; and

     o   the presence and severity of interfering transmissions on nearby lines.

     For example, we are not certain whether we can successfully deploy higher
DSL speeds through digital loop carrier systems which, because they connect
copper lines to a fiber link, currently limit DSL service to a maximum speed of
144 kilobits per second.

     Because we rely on traditional telephone companies to overcome technical
limitations associated with loop carrier systems, we cannot assure investors
that we will be able to successfully deploy high speed DSL service to all areas
in our markets. As a result, our network may not be able to achieve and maintain
the highest possible digital transmission speed. Our failure to achieve or
maintain high speed digital transmissions would have a material adverse effect
on our business, prospects, financial condition and results of operations.

Our Success Depends on Our Retention of Executive Officers and Other Key
Personnel and Our Ability to Hire Additional Key Personnel

     We are managed by a small number of executive officers. Competition for
qualified executives in the data communications services industry is intense,
and there are a limited number of persons with comparable experience. We depend
upon our executive officers because we believe there are few managerial
personnel with qualifications to swiftly implement a business plan integrating
DSL technology with the existing telephone infrastructure. We do not have
employment agreements with any of our executive officers, so any of these
individuals may terminate his or her employment with us at any time. We do not
have "key person" life insurance policies on any of our executive officers. The
loss of these key individuals could have a material adverse effect on our
business, prospects, financial condition and results of operations.

     We believe that our success will depend in large part on our ability to
retain and attract qualified technical, marketing, managerial and other
personnel. Additionally, we believe an effective sales force is critical to our
success. The industry in which we compete is characterized by a high level of
employee mobility and aggressive recruiting of skilled personnel. We may be
unable to hire or retain necessary personnel in the future. Our inability to
attract and retain key personnel would have a material adverse effect on our
business, prospects, financial condition and results of operations.

The Market in Which We Operate is Highly Competitive, and We May Not Be Able to
Compete Effectively, Especially Against Established Industry Competitors with
Significantly Greater Financial Resources

     We face competition from many competitors with significantly greater
financial resources, well-established brand names and larger customer bases. We
also expect competition to intensify in the future. We expect significant
competition from traditional and new telephone and telecommunications companies,
including national long distance carriers, cable modem service providers,
Internet service providers, on-line service providers, and wireless and
satellite data service providers.

     Other Competitive Telecommunications Companies, Some with Greater Financial
Resources, Compete in the Same Markets for the Same Customers. Other competitive
telecommunications companies have entered and may continue to enter the market
and offer high speed data services using a business strategy similar to ours.
Some competitors, including those focusing on data transport such as Rhythms
NetConnections Inc., Covad Communications Group, Inc., HarvardNet Inc., Dakota
Services Limited, Prism Solutions, Inc. and Network Access Solutions
Corporation, have begun to offer DSL-based

                                       9
<PAGE>

access services, and others are likely to do so in the future. Certain of our
customers have made investments in our competitors, which may enhance their
relationships with these competitors at our expense. The Telecommunications Act
of 1996 specifically grants any competitive local exchange carrier, or
competitive telecommunications company, the right to negotiate interconnection
agreements with traditional telephone companies, or incumbent local exchange
carriers. The Telecommunications Act also allows competitive telecommunications
companies to enter into interconnection agreements which are identical in all
respects to ours. In addition, some competitive telecommunications companies
have extensive fiber networks in many metropolitan areas primarily providing
high speed digital and voice circuits to large corporations, and have
interconnection agreements with traditional telephone companies pursuant to
which they have acquired space in traditional telephone companies' central
offices in many of our markets. As a result, our customers may contract with
other competitive telecommunications companies, which may decrease our
customers' demand for our services.

     Traditional Telephone Companies With Greater Resources Than Ours May
Directly Compete in Our Markets. The traditional telephone companies have an
established brand name and reputation for high quality in their service areas,
possess significant capital to deploy DSL equipment rapidly, have their own
copper lines and can bundle digital data services with their existing analog
voice services to achieve economies of scale in serving customers. In addition,
most traditional telephone companies have established or are establishing their
own Internet service provider businesses, and all of the largest traditional
telephone companies that are present in our target markets are conducting market
trials of or have commenced offering DSL-based access services. For example,
Pacific Bell and Southwestern Bell are offering commercial services in some
territories in which we offer services, U S WEST is offering commercial DSL
services and Ameritech has announced commercial DSL services in some areas of
Michigan and Illinois. We recognize that the traditional telephone companies
have the potential to quickly deploy DSL services and are in a position to offer
service from central offices where we may be unable to secure space in
traditional telephone companies' central offices. In addition, the FCC is
considering establishing requirements for separate subsidiaries through which
the traditional telephone companies could provide DSL service on a largely
deregulated basis. As a result, we expect traditional telephone companies to be
strong competitors in each of our target markets.

     National Long Distance Carriers May Begin to Compete for Our Small- and
Medium-Sized Business Customers. Many of the leading traditional national long
distance carriers, including MCI WorldCom, Inc., AT&T Corp. and Sprint
Corporation, are expanding their capabilities to support high speed, end-to-end
data networking services. They also have interconnection agreements with many of
the traditional telephone companies and a number of spaces in traditional
telephone companies' central offices from which they could begin to offer
competitive DSL services. The newer national long distance carriers, such as
Level 3 Communications, Inc., The Williams Companies, Inc., IXC Communications,
Inc. and Qwest Communications International, Inc. are building and managing high
speed fiber-based national data networks and partnering with Internet service
providers to offer services directly to the public. These companies could modify
their current business focus to include small- and medium-sized business
customers using DSL or other technologies in combination with their current
fiber networks.

     Cable Modem Service Providers May Offer High Speed Internet Access at More
Competitive Rates Than Ours, Forcing Us to Lower Our Prices. Cable modem service
providers, such as At Home Corporation and Road Runner, Inc. (with their cable
partners), are deploying high speed internet access services over hybrid fiber
coaxial cable networks. Where deployed, these networks provide similar and in
some cases higher speed Internet access than we provide. They also offer these
services at lower price points than our services. Actual or prospective cable
modem service provider competition may have a significant negative effect on our
ability to secure customers and may create downward pressure on the prices we
can charge for our services.

     Internet Service Providers, Our Targeted Customers, May Begin to Provide
DSL Services Directly. Internet service providers, such as GTE Internetworking,
UUNET (a subsidiary of MCI WorldCom, Inc.),

                                       10
<PAGE>

Sprint, Concentric Network Corporation, MindSpring Enterprises, Inc. and PSINet,
Inc., provide Internet access to residential and business customers, generally
using the existing telephone system. Some regional Internet service providers,
such as HarvardNet Inc., InterAccess Co., Vitts Networks Inc. and Prism
Solutions, Inc., have begun offering DSL-based services. Internet service
providers could become competing DSL service providers if they attain
certification as competitive telecommunications companies in the states in which
they planned to operate.

On-line Service Providers, Our Targeted Customers, May Begin to Provide DSL
Services Directly

     On-line service providers, such as America Online, Inc., Compuserve (a
subsidiary of America Online), Microsoft Network, Prodigy, Inc., and WebTV
Networks, Inc. (a subsidiary of Microsoft), provide, over the Internet and on
proprietary on-line services, content and applications ranging from news and
sports to consumer video conferencing. These services are designed for broad
consumer access over telecommunications-based transmission media, which enable
digital services to be provided to the significant number of consumers who have
personal computers with modems. In addition, on-line service providers provide
Internet connectivity, ease-of-use and consistency of environment. Many of these
on-line service providers have developed their own access networks for modem
connections. AOL has announced that it will purchase DSL services from Bell
Atlantic and SBC Communications. If these on-line service providers were to
extend their owned access networks to DSL, they would be our competitors.

Wireless and Satellite Data Service Providers May Begin to Offer Wireless and
Satellite-Based Internet Connectivity, Also Competing Against Us

     Wireless and satellite data service providers are developing wireless and
satellite-based Internet connectivity. We may face competition from terrestrial
wireless services, including multi-channel multipoint distribution system, local
multipoint distribution system, wireless communication service and point-to-
point microwave systems. The FCC recently adopted new rules to permit multi-
channel multipoint distribution system licensees to use their systems to offer
two-way services, including high speed data, rather than solely to provide one-
way video services. The FCC also has auctioned local multipoint distribution
system licenses in all markets for wireless systems, which can be used for high
speed data services. In addition, companies such as Teligent, Inc., Advanced
Radio Telecom Corp., WNP (which recently agreed to be acquired by NEXTLINK) and
WinStar Communications, Inc. hold point-to-point and/or point-to-multipoint
microwave licenses to provide fixed wireless services such as voice, data and
video conferencing.

     We also may face competition from satellite-based systems. Motorola
Satellite Systems, Inc., Hughes Communications, Inc. (a subsidiary of General
Motors Corporation), Teledesic LLC and others have filed applications with the
FCC for global satellite networks which can be used to provide broadband voice
and data services.

     In January 1997, the FCC allocated 300 MHz of spectrum in the 5 GHz band
for unlicensed devices to provide short-range, high speed wireless digital
communications. These frequencies must be shared with incumbent users without
causing interference. Although the allocation is designed to facilitate the
creation of new wireless local area networks, it is too early to predict what
kind of equipment might ultimately be manufactured and for what purposes it
might be used.

     The telecommunications industry is subject to rapid and significant changes
in technology, and we cannot predict the effect of technological changes on our
business, such as continuing developments in DSL technology and alternative
technologies for providing high speed data communications. These technological
developments in the telecommunications industry could have a material adverse
effect on our competitive position and therefore on our business, prospects,
financial condition and results of operations.

Industry Consolidation Could Make Competing More Difficult

     Consolidation of companies offering high speed local data transport is
occurring through acquisitions, joint ventures and licensing arrangements
involving our competitors and our customers' competitors. As a company with

                                       11
<PAGE>

limited operating history, we cannot assure that we will be able to compete
successfully in an increasingly consolidated industry. Any heightened
competitive pressures that we may face may have a material adverse effect on our
business, prospects, financial condition and results of operations.
Additionally, because we rely on our customers' marketing channels to provide
our services to business and residential end users, if our customers are
adversely affected by consolidation and integration in the market, our business,
prospects, financial condition and results of operations could be materially
adversely affected.

Our Services are Subject to Uncertain Government Regulation, and Changes in
Current or Future Laws or Regulations Could Restrict the Way We Operate Our
Business

     We are subject to federal, state and local regulation of our
telecommunications business. With the passage of the Telecommunications Act in
1996, Congress sought to foster competition in the telecommunications industry
and to promote the deployment of advanced telecommunications technology.
Implementation of the Telecommunications Act is the subject of ongoing
administrative proceedings at the federal and state levels, litigation in
federal and state courts, and legislation in federal and state legislatures. We
cannot predict the outcome of the various proceedings, litigation and
legislation or whether or to what extent these proceedings, litigation and
legislation may adversely affect our business and operations.

     As a competitive telecommunications company, we are subject to FCC
regulation for our contractual, or interconnection, arrangements with the
traditional telephone companies, or incumbent local exchange carriers, in our
markets, but the scope of this regulation is uncertain because it is the subject
of ongoing court and administrative proceedings. Several parties have brought
court challenges to the FCC's interconnection rules, including the rules that
establish the terms under which a competitive telecommunications company may use
portions of a traditional telephone company's network. Although the Supreme
Court recently held that the FCC has the authority to adopt interconnection
rules and specifically upheld several of these rules, other rules are still
being considered by the courts. If a rule that is beneficial to our business is
struck down, it could harm our ability to compete. In particular, the courts
have not yet resolved the lawfulness of the methodology that the FCC established
to determine the price that competitive telecommunications companies would have
to pay traditional telephone companies for use of the traditional telephone
companies' networks. The courts may determine that the FCC's pricing rules are
unlawful, which would require the FCC to establish a new pricing methodology. If
this occurs, the new pricing methodology that the FCC adopts may result in our
having to pay a higher price to traditional telephone companies if we were to
use a portion of their networks in providing our services, and this could have a
detrimental effect on our business.

     Although the Supreme Court upheld most of the FCC's rules that the Court
reviewed, it struck down the rule specifying the various portions of the
traditional telephone companies' networks that the traditional telephone
companies were required to make available to competitive telecommunications
companies. As a result, the FCC will have to develop a new standard for
determining which portions of the traditional telephone companies' networks must
be made available to competitive telecommunications companies. This new standard
may reduce the number of network components to which competitive
telecommunications companies will have access. If this occurs, this may harm our
ability to compete.

     Recently, various traditional telephone companies have requested the FCC
grant them regulatory relief in the provision of data transmission services,
including DSL services, which would allow the traditional telephone companies to
compete more directly with DSL providers such as NorthPoint. In response, the
FCC issued a decision that data services generally are telecommunications
services that, when provided by traditional telephone companies, are subject to
the FCC's interconnection rules, including the rule requiring that a traditional
telephone company's data services be subject to unbundling and resale
requirements. This issue is still pending before the FCC, and we cannot be
certain that the FCC will not reconsider its decision. Moreover, although the
FCC recently adopted new rules designed to provide greater access to central
office space at less cost, these new rules may benefit our competitors to a
greater extent than they benefit us, which could harm our competitiveness.
Additionally, since the FCC issued its decision, various traditional telephone
companies have again asked the FCC for regulatory relief with respect to their
provision of data transmission services. The FCC has not yet resolved these
later requests. We would expect that an FCC decision in favor of the traditional
telephone companies could have a material adverse

                                       12
<PAGE>

effect on our business, prospects, financial condition and results of
operations.

Our Debt Creates Financial and Operating Risk That Could Limit the Growth of Our
Business

     As of June 30, 1999, we had approximately $58,995,000 of indebtedness and
$425,008,000 of stockholders' equity.

     The degree to which we are leveraged could have important consequences to
holders of our common stock, including, but not limited to, the following:

     o   our ability to obtain additional financing or refinancing in the future
         for capital expenditures, repayment of outstanding indebtedness,
         working capital, acquisitions, general corporate or other purposes may
         be materially limited or impaired;

     o   our cash flow, if any, may be unavailable for building our business, as
         a substantial portion of our cash flow may be dedicated to the payment
         of principal and interest on our indebtedness or other indebtedness
         that we may incur in the future, and our failure to generate sufficient
         cash flow to service such indebtedness could result in a default;

     o   our debt agreements will contain restrictions and financial covenants
         which, if we fail to meet them, could result in our indebtedness being
         declared due prematurely, at a time when we could not make the required
         payments;

     o   our leverage may make us more vulnerable to economic downturns, may
         limit our ability to withstand competitive pressures and may reduce our
         flexibility in responding to changing business and economic conditions;
         and

     o   we may from time to time be more highly leveraged than many of our
         competitors, which may place us at a competitive disadvantage.

We Rely on Our Intellectual Property Which We May Be Unable to Protect, or We
May Be Found to Infringe the Rights of Others

     Our success depends in part on our ability to protect our proprietary
intellectual property. In addition, we may be sued over intellectual property
rights. These lawsuits, or our inability to protect our intellectual property
rights, could have a material adverse effect on our business, prospects,
financial condition and results of operations.

     In April 1999 we received a letter from one of our competitors, Covad
Communications Group, Inc., indicating that it has been informed of allowance of
a United States patent application. This means that Covad can expect a United
States patent will issue in the near future. According to Covad's letter, their
patent application relates to digital subscriber loop implementations supporting
(a) a bandwidth of 128 kbps or 144 kbps combined with (b) a bandwidth greater
than 128 kbps or 144 kbps. Although the Covad letter quoted an allegedly allowed
patent claim, the allowed patent application remains secret until issuance of
the patent, and we have no other pertinent information about this patent
application. To our knowledge, the patent has not been issued. As a result, we
are unable to evaluate fully the validity or relevance of this patent
application. If the patent application results in an issued patent that is
valid, and if we infringe this patent, we could be required to obtain a license
under the patent. While Covad has indicated that we may be interested in
obtaining a license from them at the appropriate time, we cannot be certain that
such a license, if needed, would be available on commercially acceptable terms
if at all. If our services or portions of our services infringe a valid patent,
and if we are unwilling or unable to obtain a license, then we will be unable to
offer the infringing services. This could have a material adverse effect on our
business, prospects, financial condition and results of operations.

                                       13
<PAGE>

A System Failure or Breach of Network Security Could Delay or Interrupt Service
to Our Customers

     The reliability of our transmission services in our markets would be
impaired by a natural disaster or other unanticipated interruption of service or
damage at any of our facilities. Additionally, failure of a traditional
telephone company or other service provider to provide communications capacity
required by us, as a result of a natural disaster, operational disruption or for
any other reason, could cause interruptions in our services. Damage or failure
that causes interruptions in our services could have a material adverse effect
on our business, prospects, financial condition and results of operations.

     Our network may be vulnerable to unauthorized access, computer viruses and
other disruptive problems. Unauthorized access could also potentially jeopardize
the security of confidential information stored in the computer systems of our
customers, which might result in liability to our customers, and also might
deter potential customers. Although we intend to implement security measures
that are standard within the telecommunications industry, we may be unable to
implement such measures in a timely manner or, if and when implemented, our
security measures may be circumvented. Eliminating computer viruses and
alleviating other security problems may require interruptions, delays or
cessation of service to our customers and these customers' end users. Any of the
foregoing factors relating to network security could have a material adverse
effect on our business, prospects, financial condition and results of
operations.

Our Business Could Suffer From a Reduction or Interruption From Our Equipment
Suppliers or Other Third Parties On Whom We Rely for Installation and Provision
of Field Service

     We plan to purchase all of our equipment from various vendors and outsource
the installation and field service of our networks to third parties. We also
depend on the availability of fiber optic transmission facilities from third
parties to connect our equipment within and between metropolitan areas. Any
reduction of or interruption from our equipment suppliers, such as Copper
Mountain Network, Inc., from which we purchase most of our digital subscriber
line access equipment, or interruption in service from any significant installer
or field service provider, such as Lucent Technologies, Inc., which has
installed and maintained our equipment in all of our markets, could have a
disruptive effect on our business, prospects, financial condition and results of
operations.

     In addition, the pricing of the equipment we purchase may substantially
increase over time, increasing the costs we pay in the future, or decrease over
time, providing later market entrants with a cost advantage over us. The
availability and pricing of the equipment we purchase would be adversely
affected if our suppliers were to compete with us, or if our competitors enter
into exclusive or restrictive arrangements with our suppliers. It could take a
significant period of time to establish relationships with alternative suppliers
for each of our technologies and substitute their technologies into our network.

Uncertain Federal and State Tax and Other Surcharges on Our Services May
Increase Our Payment Obligations

     Telecommunications providers are subject to a variety of complex federal
and state surcharges and fees on their gross revenues from interstate and
intrastate services, including regulatory fees, and surcharges related to the
support of universal service. A finding that we misjudged the applicability of
the surcharges and fees could increase our payment obligations and have a
material adverse effect on our business, prospects, financial condition and
results of operations.

Claims of Interference Could Harm Our Ability to Deploy Our Services

     Certain technical laboratory tests and field experience indicate that some
types of DSL, in particular, asymmetrical DSL--in which data transport to the
end user is faster than transport from the end user--may cause interference with
and be interfered with by other signals present in a traditional telephone
company copper plant. Citing this potential interference, some traditional
telephone companies have imposed restrictions on the use of asymmetrical DSL
technology over their copper lines. However, we do not believe that our
symmetrical DSL technology equipment, which permits the same speed of data
transport to and from the end user, poses interference risks. If traditional
telephone companies were to restrict our use of our technology or equipment in
the future, our

                                       14
<PAGE>

business, prospects, financial condition and results of operations could be
materially adversely affected.

Our Stock Price May Be Volatile

     The trading price of our common stock has been and is likely to continue to
be highly volatile. Our stock price is likely to be volatile and may fluctuate
substantially due to factors such as:

     o   our historical and anticipated quarterly and annual operating results;

     o   variations between our actual results and analyst and investor
         expectations;

     o   announcements by us or others and developments affecting our business;

     o   investor perceptions of our company and comparable public companies;
         and

     o   conditions and trends in the data communications and Internet-related
         industries.

     In particular, the stock market has from time to time experienced
significant price and volume fluctuations affecting the common stocks of
technology companies, which may include data communications and Internet-related
companies. These fluctuations may result in a material decline in the market
price of our common stock.

The Sale of Shares or the Perception of Future Sales Could Depress Our Stock
Price

     Sales of a large number of shares of common stock in the market or the
perception that sales may occur could cause the market price of our common stock
to drop. As of July 28, 1999, we have 121,403,370 shares of common stock
outstanding. Of these shares, approximately 17,500,000 shares are freely
tradeable, except for any such shares held at any time by an "affiliate" of
NorthPoint, as defined under Rule 144 under the Securities Act. Of the remaining
shares, approximately 97% are subject to lock-up agreements in which the holders
of the shares have agreed not to sell any shares, subject to limited exceptions,
for a period of 180 days (or in some cases longer) after the date of our initial
public offering, which period expires on November 2, 1999. The shares not
subject to lock-up agreements are "restricted securities" as defined in Rule 144
under the Securities Act. These shares may be sold in the future without
registration under the Securities Act to the extent permitted by Rule 144 or an
exemption under the Securities Act.

Our Principal Stockholders and Management Own a Significant Percentage of
NorthPoint, and Will Be Able to Exercise Significant Influence

     Our executive officers and directors and principal stockholders together
beneficially own approximately 81% of our common stock. These stockholders, if
they vote together, will be able to exercise significant influence over all
matters requiring stockholder approval, including the election of directors and
approval of significant corporate transactions. This concentration of ownership
may also delay or prevent a change in control of NorthPoint.

Our Certificate of Incorporation and Bylaws Contain Provisions That Could Delay
or Prevent a Change In Control of NorthPoint

     Certain provisions of our certificate of incorporation and bylaws could
make it more difficult for a third party to acquire control of NorthPoint, even
if a change in control would be beneficial to stockholders. Our certificate of
incorporation allows our board of directors to issue, without stockholder
approval, preferred stock with terms set by the board of directors. The
preferred stock could be issued quickly with terms that delay or prevent a
change in control of NorthPoint or make removal of management more difficult.
Also, the issuance of preferred stock may cause the market price of the common
stock to decrease.

                                       15
<PAGE>

                                USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of shares of common
stock by the selling stockholders.

                              SELLING STOCKHOLDERS

     The following table sets forth information with respect to the selling
stockholders and the shares of our common stock that they may offer and sell
under this prospectus. Each of the selling stockholders named below acquired the
shares of common stock (1) pursuant to the 1999 Plan as an employee of
NorthPoint Communications Group, Inc., (2) was formerly an option holder of
NorthPoint Communications, Inc. who acquired options to purchase shares of our
common stock as a result of the reorganization of NorthPoint Communications,
Inc. in March 22, 1999, pursuant to which NorthPoint Communications, Inc. became
our wholly-owned subsidiary and we assumed all of the options outstanding under
the 1997 Plan, or (3) is the transferee by gift of a person who acquired the
shares pursuant to one of the methods described in clauses (1) or (2).

     The following table sets forth with respect to each selling stockholder,
based upon information available to us as of August 4, 1999, the number of
shares of common stock owned, the number of shares of common stock registered by
this prospectus and the number and percent of outstanding shares of common stock
that will be owned after the sale of the registered shares of common stock
assuming the sale of all of the registered shares of common stock. We calculated
beneficial ownership according to Rule 13d-3 of the Exchange Act as of August 4,
1999. Except as set forth in the table, none of the selling stockholders has, or
within the past three years has had, any position, office or other material
relationship with us or any of our predecessors or affiliates.

     Because the selling stockholders may sell all or some portion of the shares
of common stock beneficially owned by them, only an estimate (assuming the
selling stockholder sells all of the shares offered hereby) can be given as to
the number of shares of common stock that will be beneficially owned by the
selling stockholders after this offering. In addition, the selling stockholders
may have sold, transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time or from time to time since the dates on which
they provided the information regarding the shares of common stock beneficially
owned by them, all or a portion of the shares of common stock beneficially owned
by them in transactions exempt from the registration requirements of the
Securities Act.

<TABLE>
<CAPTION>
                                                                                                   Number of Shares
                                                             Number of                             Owned After the
                                                               Shares         Number of                Offering
                         Name                               Beneficially       Shares           -----------------------
                         ----                                  Owned         Registered         Number          Percent
                                                            ------------     ----------         ------          -------
<S>                                                        <C>              <C>            <C>              <C>
Thomas Aulisio...........................................      98,510          88,592           9,918              *
Haley Bastien (Barbara Bastien-Pippen, as Custodian).....         100             100               0              *
Cabot Bisbee.............................................         200             200               0              *
Catherine Bisbee.........................................         150             150               0              *
Kenneth Bisbee...........................................         150             150               0              *
Mike Borsetti............................................     154,772         119,530          30,081              *
L. Dale Brunett..........................................      90,081          60,000          30,081              *
Caitlin Cameron..........................................         500             500               0              *
John Cameron.............................................         500             500               0              *
Kevin Cameron............................................      83,769          67,405          16,364              *
Melanie Chang............................................      31,559          24,467           7,092              *
Anna Marie Chase (Beatrice Chase, as Custodian)..........         100             100               0              *
Catherine Elizabeth Chase (Beatrice Chase, as Custodian).         100             100               0              *
Marsha Converse..........................................      18,746          16,030           2,716              *
George Edward Crawford...................................         500             500               0              *
Kelly Cuneo (Dolores Cuneo, as Custodian)................         100             100               0              *
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Number of Shares
                                                             Number of                             Owned After the
                                                               Shares         Number of                Offering
                         Name                               Beneficially       Shares           -----------------------
                         ----                                  Owned         Registered         Number          Percent
                                                            ------------     ----------         ------          -------
<S>                                                        <C>              <C>            <C>              <C>
Lauren Ruth Cuneo (Dolores Cuneo, as Custodian)..........         100              100               0              *
David Davis, Jr..........................................      27,447           19,804           7,643              *
Oliver Davis.............................................      35,924           27,887           8,037              *
James DeBald.............................................      33,831           28,119           5,712              *
Tod Dykstra..............................................      82,103           64,450          17,653              *
James Edward and Erika Jansen Crawford, as joint tenants.         250              250               0              *
Ryan Eppolito (Teresa Eppolito, as Custodian)............         100              100               0              *
Jonathan Fetter..........................................         150              150               0              *
Robert Fetter............................................         150              150               0              *
Wayne Flagg..............................................      96,760           77,338          19,422              *
Gallagher PR LLC.........................................      24,608           22,500           2,108              *
Matthew Going............................................      31,956           28,121           3,835              *
Larry Goldstein..........................................     134,151          103,592          30,559              *
Zenia Gomez..............................................      16,960           13,352           3,608              *
Mario Guillermo..........................................      37,577           31,871           5,706              *
Jon Hambidge.............................................      16,405           14,062           2,343              *
Karin Harned.............................................      14,714           12,174           2,540              *
Joan Fetter House........................................         150              150               0              *
Larry Howell(1)..........................................     261,518          157,500         104,018              *
Leonid Kapel.............................................      40,154           35,854           4,300              *
Ronald Kester............................................      34,968           22,500          12,468              *
Julie Kumamoto...........................................      53,306           35,857          17,449              *
Lynn Lahey...............................................      30,796           20,531          10,265              *
Terry Lam................................................      15,994           11,250           4,744              *
Dana Lamastra............................................       2,296              900           1,396              *
Samuel Lamonica, Jr.(2)..................................      57,654           33,750          23,904              *
Ted Lannon...............................................      34,074           21,325          12,749              *
Paul A. Larango and Ann W. Zeichner, Trustees of the
     Zeichner-Larango Family Trust, UDT, dated July 28,
     1997(3).............................................     815,742              750         646,992              *
Bruce Margetich..........................................      37,790           29,528           8,262              *
Lorenzo Maya, Jr.........................................      91,721           75,700          16,021              *
Jason McCandless.........................................      19,974           14,062           5,912              *
Suzanne McCormac.........................................      19,182           16,875           2,307              *
Daniel Miller............................................      23,437           19,687           3,750              *
Jacki Ann Miner (Rick Dell Miner, as Custodian)..........         100              100               0              *
Rebecca Leigh Miner (Rick Dell Miner, as Custodian)......         100              100               0              *
Mitchell Miner...........................................      70,393           59,674          10,719              *
Norvell Lee Miner, Sr. and Annette Joy Miner, as joint
     tenants.............................................         250              250               0              *
Norvell Lee Miner, Jr....................................         100              100               0              *
Phyllis June Miner.......................................         500              500               0              *
Rick Dell Miner and Traci Ann Miner, as joint tenants....         250              250               0              *
Schlyane Marie Miner.....................................         100              100               0              *
Shannon June Miner.......................................         100              100               0              *
David Moore..............................................      66,881           52,733          14,148              *
Richard Morris(4)........................................     337,500          112,500         225,000              *
Michael Mullaney.........................................      14,115              884          13,231              *
Gretchen Ndousse-Fetter..................................         150              150               0              *
Stephen Noble............................................         500              500               0              *
Oscar Nova...............................................      14,310            2,019          12,291              *
Katherine M. Nyland......................................      26,865           20,623           6,242              *
Gregg Orf................................................     105,553           84,374          21,179              *
</TABLE>

                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Number of Shares
                                                             Number of                             Owned After the
                                                               Shares         Number of                Offering
                         Name                               Beneficially       Shares           -----------------------
                         ----                                  Owned         Registered         Number          Percent
                                                            ------------     ----------         ------          -------
<S>                                                        <C>              <C>            <C>              <C>
Christina Pillot.........................................          150             150               0              *
Charles Polizzotti.......................................        3,150           1,350           1,800              *
Christopher Poschl.......................................       43,134          33,750           9,384              *
Reginald Rashid..........................................       46,462          33,750          12,712              *
Kevin William Salay (Phyllis Miner, as Custodian)........          100             100               0              *
Jennifer Shepherd........................................       12,359          11,214           1,145              *
Orlandes Shuemake........................................       46,810          33,390          13,420              *
Ella Spradley............................................       64,772          55,312           9,460              *
Robert Ray Standlee (Phyllis Miner, as Custodian)........          100             100               0              *
June Stone...............................................       52,500          45,000           7,500              *
John Stormer(5)..........................................      138,868          97,684          41,184              *
Peter Tang...............................................       58,637          46,873          11,764              *
Teri Tate................................................       27,887          24,046           3,841              *
Brenda Toone.............................................       21,989          19,405           2,584              *
Andrew Joseph Turner (Wendy Ruth Turner, as Custodian)...          100             100               0              *
Mark Douglas Turner, Jr. (Wendy Ruth Turner, as
     Custodian)..........................................          100             100               0              *
Matthew David Turner (Wendy Ruth Turner, as Custodian)...          200             100             100              *
Wendy Ruth Turner and Mark Douglas Turner, Sr., as joint
     tenants.............................................          250             250               0              *
Elizabeth Vaughan........................................       26,762          18,000           8,762              *
Brittany Wedereit........................................        8,748           5,787           2,961              *
</TABLE>
----------------------------
* = less than one percent.

(1)  Includes 47,803 shares held by Lawrence Howell as trustee for the Howell
     Children's Trust UAD 12-22-88 and 191,215 shares held by Lawrence Howell
     as trustee for the Howell Revocable Trust UAD 2-14-89. Also includes 22,500
     shares held by Howell Capital. Mr. Howell, managing partner of Howell
     Capital, may be deemed to have voting and investment power over the shares
     held by Howell Capital. Mr. Howell disclaims beneficial ownership in such
     shares, except to the extent of his interest in Howell Capital.

(2)  Samuel Lamonica, Jr. is the Vice President, Information Technology of
     NorthPoint Communications Group, Inc. and its subsidiary, NorthPoint
     Communications, Inc.

(3)  Richard Morris is the Vice President, Product Development of NorthPoint
     Communications Group, Inc. and its subsidiary, NorthPoint Communications,
     Inc.

(4)  John Stormer is the Vice President, Consumer Markets of NorthPoint
     Communications Group, Inc. and its subsidiary, NorthPoint Communications,
     Inc.

(5)  Ann Zeichner is the Vice President, Sales of NorthPoint Communications
     Group, Inc. and its subsidiary, NorthPoint Communications, Inc.

                              PLAN OF DISTRIBUTION

     Who may sell and applicable restrictions. The selling stockholders will be
offering and selling all shares offered and sold under this prospectus.
Alternatively, the selling stockholders may from time to time offer the shares
through brokers, dealers or agents that may receive compensation in the form of
discounts, commissions or concessions from the selling stockholders and/or the
purchasers of the shares for whom they may act as agent. In effecting sales,
broker-dealers that are engaged by the selling stockholders may arrange for
other broker-dealers to participate. The selling stockholders and any brokers,
dealers or agents who participate in the distribution of the shares may be
deemed to be underwriters within the meaning of Section 2(11) of the Securities
Act. Any profits on the sale of the shares by them and any discounts,
commissions or concessions received by any broker, dealer or agent might be
deemed to be underwriting discounts and commissions under the Securities Act. To
the extent the selling stockholders may be deemed to be underwriters, the
selling stockholders may be subject to certain statutory liabilities, including,
but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Exchange Act.

                                       18
<PAGE>

     Manner of sales. The selling stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale. Sales
may be made over the Nasdaq National Market or other over-the-counter markets.
The shares may be sold at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. Selling stockholders may also
resell all or a portion of the shares in open market transactions in reliance
upon Rule 144 under the Securities Act, provided they meet the criteria and
conform to the requirements of this rule. The selling stockholders may decide
not to sell any of the shares offered under this prospectus, and selling
stockholders may transfer, devise or gift these shares by other means.

     Prospectus delivery. Because selling stockholders may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act, they
will be subject to the prospectus delivery requirements of the Securities Act.
At any time a particular offer of the shares is made, a revised prospectus or
prospectus supplement, if required, will be distributed which will set forth:

     o   the name of the selling stockholder and of any participating
         underwriters, broker-dealers or agents;

     o   the aggregate amount and type of shares being offered;

     o   the price at which the shares were sold and other material terms of the
         offering;

     o   any discounts, commissions, concessions and other items constituting
         compensation from the selling stockholders and any discounts,
         commissions or concessions allowed or paid to dealers; and

     o   that any participating broker-dealers did not conduct any investigation
         to verify the information set out or incorporated in this prospectus by
         reference.

     The prospectus supplement or a post-effective amendment will be filed with
the Commission to reflect the disclosure of additional information with respect
to the distribution of the shares. In addition, if we receive notice from a
selling stockholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed.

     Expenses associated with registration. We have agreed to pay the expenses
of registering the shares under the Securities Act, including registration and
filing fees, printing and duplication expenses, administrative expenses and
legal and accounting fees. Each selling stockholder will pay its own brokerage
and legal fees, if any.

     Suspension of this offering. We may suspend the use of this prospectus if
we learn of any event that causes this prospectus to include an untrue statement
of a material fact or to omit to state a material fact required to be stated in
the prospectus or necessary to make the statements in the prospectus not
misleading in the light of the circumstances them existing. If this type of
event occurs, a prospectus supplement or post-effective amendment, if required,
will be distributed to each selling stockholder.

                                 LEGAL MATTERS

     The validity of the common stock being offered hereby will be passed upon
for us by Latham & Watkins, Menlo Park, California. Certain Latham & Watkins
attorneys hold shares of our common stock. These shares represent less than 0.1%
of our outstanding common stock.

                                    EXPERTS

     The financial statements of NorthPoint Communications, Inc. as of December
31, 1997 and 1998, for the period from May 16, 1997 (date of inception) to
December 31, 1997, and for the year ended December 31, 1998, incorporated by
reference in this prospectus from our registration statement on Form S-1 (File
No. 333-73065) have been so incorporated by reference in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, which such report is
incorporated by reference, given on the authority of said firm as experts in
auditing and accounting.

                                       19
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Commission a Registration Statement on Form S-8
under the Securities Act with respect to the shares of common stock offered by
this prospectus. A copy of any document incorporated by reference in the
registration statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the registration statement incorporates)
will be provided by us without charge to any person (including any beneficial
owner) to whom this prospectus has been delivered upon the oral or written
request of such person. Such requests should be directed to NorthPoint
Communications Group, Inc., 222 Sutter Street, San Francisco, California 94108.
Our telephone number is (415) 403-4003.

     We are also subject to the informational requirements of the Exchange Act
and are required to file annual and quarterly reports, proxy statements and
other information with the Commission. You can inspect and copy reports and
other information filed by us with the Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also
obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0300. The Commission also maintains an Internet site at
http:\\www.sec.gov that contains reports, proxy and information statements
regarding issuers, including us, that file electronically with the Commission.

     You should only rely on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of this prospectus.

     The following documents which we filed with the Commission are incorporated
by reference into this prospectus:

         (a)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
     of 1934, as amended (the "Exchange Act").

         (b)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     June 30, 1999, filed pursuant to Section 13 of the Exchange Act.

         (c)  The description of Common Stock contained in our registration
     statement on Form 8-A (File No. 0-29828) filed with the Commission on April
     1, 1999 pursuant to Section 12 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any subsequent amendment or report
     filed for the purpose of amending such description.

         (d)  Our prospectus filed with the Commission under Rule 424(b) under
     the Securities Act, in connection with Registration Statement No. 333-74065
     filed with the Commission on February 26, 1999, as amended by filings on
     March 31, 1999, April 19, 1999, April 28, 1999, May 4, 1999 and May 5,
     1999.

     In addition, all documents which we file pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this prospectus and prior to
the termination of this offering, shall be deemed to be incorporated by
reference herein and to be a part of this prospectus from the date of the 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 prospectus to the extent that a statement
contained in this prospectus, or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this prospectus,
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 prospectus.

                                       20
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              ---------------------------------------

     The following documents which we filed with the Commission are incorporated
by reference into this registration statement:

         (a)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
     of 1934, as amended (the "Exchange Act").

         (b)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     June 30, 1999, filed pursuant to Section 13 of the Exchange Act.

         (c)  The description of Common Stock contained in our registration
     statement on Form 8-A (File No. 0-29828) filed with the Commission on April
     1, 1999 pursuant to Section 12 of the Exchange Act, including any
     subsequent amendment or report filed for the purpose of amending such
     description.

         (d)  Our prospectus filed with the Commission under Rule 424(b) under
     the Securities Act, in connection with Registration Statement No. 333-74065
     filed with the Commission on February 26, 1999, as amended by filings on
     March 31, 1999, April 19, 1999, April 28, 1999, May 4, 1999 and May 5,
     1999.

         (e)  In addition, all documents which we file 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 hereby have been sold
     or which deregisters all securities then remaining unsold, shall be deemed
     to be incorporated by reference herein and to be a part of this
     registration statement from the date of the 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 in this registration statement, or in any other subsequently
     filed document which also is or is deemed to be incorporated by reference
     in this registration statement, 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.
              --------------------------------------

     The validity of the issuance of the shares of Common Stock described herein
has been passed upon for us by Latham & Watkins, San Francisco, California.
Certain Latham & Watkins attorneys hold shares of our Common Stock.

     Item 6.  Indemnification of Directors and Officers.
              -----------------------------------------

     Article VII of our Third Amended and Restated Certificate of Incorporation
provides that to the fullest extent permitted by the Delaware General
Corporation Law ("Delaware Law"), as it now exists or as it may be amended in
the future, a director of our company shall not be personally liable to us or
our stockholders for monetary damages for breach of fiduciary duty as a
director. Under current Delaware Law, liability of a director may not be limited
(i) for any breach of the director's duty of loyalty to our company or our
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, and (iv)
for any transaction from which the director derives an improper personal
benefit. The effect of the provision of our Third Amended and Restated
Certificate of

                                       21
<PAGE>

Incorporation is to eliminate our rights and the rights of our stockholders
(through stockholders' derivative suits on behalf of us) to recover monetary
damages against a director for breach of the fiduciary duty of care as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate our rights or the rights of any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, our Third
Amended and Restated Certificate of Incorporation provides that we shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer of our company or any predecessor of our company, or
serves or served at any other enterprise as a director or officer at our
request.

     We have also entered into indemnification agreements with each of our
directors and executive officers, which also provide for indemnification against
certain liabilities, including certain liabilities under the Securities Act. We
currently maintain directors' and officers' liability insurance. The policy
insures directors and officers for liabilities incurred in connection with or on
behalf of us, except for losses incurred on account of certain specified
liabilities, including losses from matters which may be deemed uninsurable under
the law pursuant to which this policy shall be construed.

     Item 7.  Exemption from Registration Claimed.
              -----------------------------------

     The securities that are to be reoffered or resold pursuant to this
registration statement were issued by us or by NorthPoint Communications, Inc.
pursuant to the 1999 Plan or the 1997 Plan, respectively, in transactions that
were exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereto and or Rule 701 thereunder.

     Item 8.  Exhibits.
              --------

     The following are the exhibits required by Item 601 of Regulation S-K:

<TABLE>
<CAPTION>
Exhibit
Number
-------
<S>               <C>
5.1               Opinion of Latham & Watkins.
10.2*             NorthPoint Communications, Inc. 1997 Stock Option Plan.
10.20**           Amended and Restated 1999 Stock Plan of NorthPoint Communications Group, Inc.
23.1              Consent of Latham & Watkins (included in Exhibit 5.1).
23.2              Consent of PricewaterhouseCoopers LLP.
24.1              Power of Attorney (included on page 24 of this registration statement).
</TABLE>
---------------------
*    Incorporated by reference to Exhibit 10.2 to the registrant's registration
     statement on Form S-1 (File No. 333-73065 filed on February 26, 1999.

**   Incorporated by reference to Exhibit 10.20 of Amendment No. 4 to the
     registrant's registration statement on Form S-1 (File No. 333-73065) filed
     on May 4, 1999.

     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 this registration

                                       22
<PAGE>

         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 the registration statement
         or any material change to such information in the registration
         statement;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, 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 Exchange Act that are incorporated by reference 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 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 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.

                                       23
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
NorthPoint Communications Group, Inc., a Delaware corporation, 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 this 5th day of August, 1999.

                                    NorthPoint Communications Group, Inc.

                                    By:  /s/ Michael W. Malaga
                                        ----------------------------------
                                        Michael W. Malaga
                                        Chairman of the Board and
                                        Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Michael W. Malaga and Henry P.
Huff, with full power of substitution and resubstitutions and full power to act
without the other, his or her true and lawful attorneys-in-fact and agents to
act for him or her in his or her name, place or stead, in any and all
capacities, to sign any amendments to this registration statement on Form S-8
(including post-effective amendments) and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                       Signature                            Title                                 Date
                       ---------                            -----                                 ----
<S>                                                <C>                                       <C>
                 /s/ Michael W. Malaga             Chairman of the Board and Chief           August 5, 1999
-----------------------------------------------    Executive Officer (Principal Executive
                   Michael W. Malaga               Officer)

                   /s/ Henry P. Huff               Chief Financial Officer                   August 5, 1999
-----------------------------------------------    (Principal Financial and Accounting
                     Henry P. Huff                 Officer)

                  /s/ Robert K. Dahl               Director                                  August 5, 1999
-----------------------------------------------
                    Robert K. Dahl

              /s/ Michael J. Fitzpatrick           Director                                  August 5, 1999
-----------------------------------------------
                Michael J. Fitzpatrick

                   /s/ Reed H. Hundt               Director                                  August 5, 1999
-----------------------------------------------
                     Reed H. Hundt

                /s/ Andrew S. Rachleff             Director                                  August 5, 1999
-----------------------------------------------
                  Andrew S. Rachleff

                 /s/ Dino J. Vendetti              Director                                  August 5, 1999
-----------------------------------------------
                   Dino J. Vendetti
</TABLE>

                                       24
<PAGE>

<TABLE>
<CAPTION>
                       Signature                            Title                                 Date
                       ---------                            -----                                 ----
<S>                                                <C>                                       <C>
                  /s/ J. Peter Wagner              Director                                  August 5, 1999
-----------------------------------------------
                    J. Peter Wagner

                  /s/ Frank D. Yeary               Director                                  August 5, 1999
-----------------------------------------------
                    Frank D. Yeary
</TABLE>

                                       25
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number
-------
<S>               <C>
5.1               Opinion of Latham & Watkins.
10.2*             NorthPoint Communications, Inc. 1997 Stock Option Plan.
10.20**           Amended and Restated 1999 Stock Plan of NorthPoint Communications Group, Inc.
23.1              Consent of Latham & Watkins (included in Exhibit 5.1).
23.2              Consent of PricewaterhouseCoopers LLP.
24.1              Power of Attorney (included on page 24 of this registration statement).
</TABLE>
------------------------
*    Incorporated by reference to Exhibit 10.2 to the registrant's registration
     statement on Form S-1 (File No. 333-73065 filed on February 26, 1999.

**   Incorporated by reference to Exhibit 10.20 of Amendment No. 4 to the
     registrant's registration statement on Form S-1 (File No. 333-73065) filed
     on May 4, 1999.

                                       26
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 114044}]
{"company-data": {"conformed-name": "NORTHPOINT COMMUNICATIONS GROUP INC", "cik": "0001080558", "assigned-sic": "4813", "irs-number": "522147716", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84605", "film-number": "99678842"}, "business-address": {"street1": "303 2ND STREET", "street2": "10TH FLOOR, NORTH TOWER", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "415/403-4003"}, "mail-address": {"street1": "222 SUTTER STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108"}, "former-company": {"former-conformed-name": "NORTHPOINT COMMUNICATIONS HOLDINGS INC", "date-changed": "19990224"}}
As filed with the Securities and Exchange Commission on August 5, 1999
                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            -----------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                 (Including Registration of Shares for Resale
                         under a Form S-3 Prospectus)
                                     under
                          THE SECURITIES ACT OF 1933
                            -----------------------
                     NORTHPOINT COMMUNICATIONS GROUP, INC.
            (Exact Name of Registrant as Specified in Its Charter)
Delaware                             222 Sutter Street                         52-214-7716
                                                  San Francisco, California 94108
            (State of Incorporation)                   (Address of Principal                    (I.R.S. Employer
                                                         Executive Offices)                     Identification No.)
-----------------------

Amended and Restated 1999 Stock Plan of NorthPoint Communications Group, Inc.
            NorthPoint Communications, Inc. 1997 Stock Option Plan
                           (Full Title of the Plan)
                            -----------------------

                               Michael W. Malaga
               Chairman of the Board and Chief Executive Officer
                     NorthPoint Communications Group, Inc.
                               222 Sutter Street
                        San Francisco, California 94108
                                (415) 403-4003
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:
                                Michael W. Hall
                               Latham & Watkins
                            135 Commonwealth Drive
                         Menlo Park, California 94025
                                (650) 328-4600

                        Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------------------
                                                  Proposed          Proposed             Maximum
                                                 Number of          Maximum             Amount of
                                                Shares to be     Offering Price         Aggregate           Registration
     Title of Securities to be Registered      Registered(1)       Per Share          Offering Price             Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value.........     15,557,864(2)        $20.72(3)       $322,358,942.08(3)       $ 89,615.79
   Common Stock, $0.001 par value.........     19,662,300(4)        $ 6.83(5)       $134,293,509.00(6)       $ 37,333.60
                                               ----------                           ---------------          -----------
   Total..................................     35,220,164              N/A          $456,652,451.08          $126,949.39
----------------------------------------------------------------------------------------------------------------------------
(1)    This registration statement shall also cover any additional shares of
       common stock which become issuable under the Amended and Restated 1999
       Stock Plan of NorthPoint Communications Group, Inc. (the "1999 Plan") or
       the NorthPoint Communications, Inc. 1997 Stock Option Plan (the "1997
       Plan") by reason of any stock dividend, stock split, recapitalization or
       other similar transaction effected without the receipt of consideration
       which results in an increase in the number of the outstanding shares of
       common stock of NorthPoint Communications Group, Inc.
(2)    Represents 13,308,329 shares reserved for issuance upon the exercise of
       stock options that may be granted under the 1999 Plan, 1,250 shares
       issued by the registrant pursuant to the exercise of options granted
       under the 1999 Plan and 2,248,285 shares issued by the registrant
       pursuant to the exercise of options granted under the 1997 Plan, which
       options were assumed by the registrant in connection with the
       reorganization of NorthPoint Communications, Inc. in March 1999, pursuant
       to which NorthPoint Communications, Inc. became a wholly-owned subsidiary
       of the registrant.
(3)    Estimated for the purpose of calculating the registration fee pursuant to
       Rule 457(c) under the Securities Act of 1933, as amended (the "Securities
       Act"), on the basis of the average of the high and low prices of the
       registrant's common stock as reported by the Nasdaq National Market on
       August 4, 1999.
(4)    Represents 5,919,080 shares subject to options outstanding under the 1999
       Plan and 13,743,220 shares subject to options outstanding under the 1997
       Plan, which options were assumed by the registrant in connection with the
       reorganization of NorthPoint Communications, Inc. in March 1999, pursuant
       to which NorthPoint Communications, Inc. became a wholly-owned subsidiary
       of the registrant.
(5)    Estimated for the purpose of calculating the registration fee pursuant to
       Rule 457(h) under the Securities Act. The price of $6.83 per share
       represents the weighted average exercise price for such outstanding
       options.
(6)    Calculated based on the weighted average exercise price per share
       pursuant to Rule 457(h) under the Securities Act.
================================================================================

                                EXPLANATORY NOTE

     NorthPoint Communications Group, Inc. has prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities
Act, to register shares of common stock issuable pursuant to the 1999 Plan and
the 1997 Plan. In March 1999, the registrant completed a reorganization in which
NorthPoint Communications, Inc. became a wholly-owned subsidiary of a newly
created holding company, NorthPoint Communications Group, Inc. As a result of
the reorganization, the stockholders of NorthPoint Communications, Inc.
immediately before the reorganization became of the only stockholders of
NorthPoint Communications Group, Inc. immediately after the reorganization. In
connection with the reorganization, NorthPoint Communications Group, Inc.
assumed all of the options then outstanding under the 1997 Plan, which options
became exercisable for shares of the common stock of NorthPoint Communications
Group, Inc.

     Under cover of this registration statement on Form S-8 is a prospectus of
NorthPoint Communications Group, Inc. prepared in accordance with Part I of Form
S-3 under the Securities Act. This prospectus has been prepared pursuant to
Instruction C of Form S-8, in accordance with the requirements of Part I of Form
S-3, and may be used for reofferings and resales on a continuous or delayed
basis in the future of up to an aggregate 2,248,285 "restricted securities"
which have been issued prior to the filing of this registration statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     NorthPoint Communications Group, Inc. will send or give the documents
containing the information specified in Part I of Form S-8 to employees as
specified by the Securities and Exchange Commission Rule 428(b)(1) under the
Securities Act. NorthPoint Communications Group, Inc. does not need to file
these documents with the Commission either as a part of the registration
statement or as prospectuses or prospectus supplements under Rule 424 of the
Securities Act.
PROSPECTUS

                     NORTHPOINT COMMUNICATIONS GROUP, INC.

                               2,248,285 Shares

                   Common Stock, par value $0.001 per share

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

     This prospectus relates to 2,248,285 shares of the common stock of
NorthPoint Communications Group, Inc., which may be offered from time to time by
the selling stockholders identified on page 16 of this prospectus for their own
accounts. Each of the selling stockholders named below acquired the shares of
common stock (1) pursuant to the Amended and Restated 1999 Stock Plan of
NorthPoint Communications Group, Inc. (the "1999 Plan") as an employee or
consultant of NorthPoint Communications Group, Inc., (2) was formerly an option
holder of NorthPoint Communications, Inc. who acquired options to purchase
shares of our common stock as a result of the reorganization of NorthPoint
Communications, Inc. in March 22, 1999, pursuant to which NorthPoint
Communications, Inc. became our wholly-owned subsidiary and we assumed all of
the options outstanding under the NorthPoint Communication, Inc. 1997 Stock
Option Plan (the "1997 Plan"), or (3) is the transferee by gift of a person who
acquired the shares pursuant to one of the methods described in clauses (1) or
(2).

     It is anticipated that the selling stockholders will offer shares for sale
at prevailing prices in the Nasdaq National Market on the date of sale or in
negotiated transactions. We will receive no part of the proceeds from sales made
under this prospectus. We are paying the expenses incurred in registering the
shares, but all selling and other expenses incurred by each of the selling
stockholders will be borne by that selling stockholder.

     Among the shares of common stock there are shares which are "restricted
securities" under the Securities Act of 1933, as amended (the "Securities Act"),
before their sale under this prospectus. This prospectus has been prepared for
the purpose of registering the shares of common stock under the Securities Act
to allow for future sales by the selling stockholders, on a continuous or
delayed basis, to the public without restriction. Each selling stockholder and
any participating broker or dealer may be deemed to be an "underwriter" within
the meaning of the Securities Act, in which event any profit on the sale of
shares by the selling stockholder and any commissions or discounts received by
those brokers or dealers may be deemed to be underwriting compensation under the
Securities Act.

     Our common stock is traded on the Nasdaq National Market under the symbol
"NPNT." On August 3, 1999, the last reported sale price of our common stock on
the Nasdaq National Market was $22.38 per share.

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

     Investing in our common stock involves a high degree of risk. Please
carefully consider the "Risk Factors" beginning on Page 2 of this prospectus.

     Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.

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

                 The date of this prospectus is August 5, 1999
THE COMPANY

     We are a national provider of high speed, local data network services. Our
networks use digital subscriber line, or DSL, technology to enable data
transport over telephone company copper lines at guaranteed speeds up to 25
times faster than common dial-up modems. We market our network and data
transport services to Internet service providers, long-distance and local
telephone companies and data service providers, whom we call network service
providers. Our customers can use our fast, secure and reliable data networks to
provide continuously connected, economical Internet access and other data-
intensive applications to end users. These end users are typically small-and
medium-sized businesses with up to 500 employees, people who work in home
offices, and telecommuters.

     We are currently providing services in 24 metropolitan areas in the United
States and intend to offer service in a total of 29 metropolitan areas by the
end of 1999. We have been and expect to be the first, or one of the first, to
offer DSL services in these markets. Our networks consist principally of digital
communications equipment that we own and install in telephone company offices
known as "central offices" and existing copper telephone lines that we lease to
connect our equipment with end users' premises. We will initially install our
equipment in the central offices with the highest density of small- and medium-
sized businesses in our 29 markets. We have already secured and purchased space
in over 1,025 of those central offices and intend to expand the coverage of our
networks in these markets over time by installing equipment in additional
central offices.

     Upon completion of our planned expansion, our networks will be able to
reach approximately four million businesses and 30 million households, including
more than 80% of the small- and medium-sized businesses in our 29 markets. We
have already obtained required regulatory approvals, including competitive local
exchange carrier authorizations, to offer services in each of those markets. We
are currently providing or have entered into agreements to provide our services
to more than 150 network service providers and have connected over 7,000 of
their end users to our networks.

     The address of our principal executive office is 222 Sutter Street, San
Francisco, California 94108, and our telephone number is (415) 403-4003. We
maintain a corporate website at http:\\www.northpointcom.com. The contents of
our website are not part of this prospectus.

                                 RISK FACTORS

     In addition to the other information contained herein,  potential investors
should carefully consider the following risk factors in evaluating our company.

Because We Have a Limited Operating History, It Is Difficult to Evaluate Our
Business

     We were formed in May 1997 and began offering commercial services in the
San Francisco Bay Area in March 1998. Because of our limited operating history,
investors have limited operating and financial data about our company upon which
to base an evaluation of our performance and an investment in our common stock.

     Investors should consider the risks, expenses and difficulties we may
encounter, including those frequently encountered by early stage companies in
new and rapidly evolving markets. As a result, we may be unable to:

     o    develop our operational support systems and other information
          technology systems;

     o    obtain central office space and suitable copper wire loops;

     o    expand our customer base;

     o    raise additional capital;

     o    maintain adequate control of our expenses;

                                       2
o    attract and retain qualified personnel;

     o    enter into and implement interconnection agreements with traditional
          telephone companies, some of which are our competitors or potential
          competitors;

     o    expand the geographic coverage of our network;

     o    obtain governmental authorizations to operate as a competitive
          telecommunications company in new markets;

     o    continue to upgrade our technologies and enhance our product features;
          and

     o    respond to technological changes and competitive market conditions.

We Expect Our Losses and Negative Cash Flow to Continue

     To date, we have incurred substantial operating losses, net losses and
negative cash flow on both an annual and quarterly basis. For the year ended
December 31, 1998, we had operating losses of approximately $25,362,000, net
losses of $28,847,000, and negative cash flow from operating and investing
activities of $52,913,000. For the six months ended June 30, 1999, we had
operating losses of approximately $53,247,000, net losses of $61,254,000, and
negative cash flow from operating and investing activities of $211,021,000. We
cannot assure our investors that we will ever achieve profitability or generate
positive cash flow.

     We expect our operating expenses will increase significantly, especially in
the areas of operations, sales and marketing, as we develop and expand our
business and, as a result, we will need to increase our revenue to become
profitable. If our revenue does not grow as expected or increases in our
expenses are not in line with our plans, there could be a material adverse
effect on our business, prospects, financial condition and results of
operations.

We Cannot Predict Whether We Will be Successful Because Our Business Model is
Unproven and Our Market Is Developing

     Our business strategy is unproven. To be successful, we must, among other
things, develop and market data networks and services that are widely accepted
by our customers and their end users at prices that will yield a profit. Because
our business and the overall market for high speed data communications services
are in the early stages of development, we are unsure whether or when our DSL
services will achieve commercial acceptance.

Our Failure to Achieve or Sustain Market Acceptance at Desired Pricing Levels
Could Impair Our Ability to Achieve Profitability or Positive Cash Flow

     Prices for digital communication services have fallen historically, a trend
we expect will continue. Accordingly, we cannot predict to what extent we may
need to reduce our prices to remain competitive or whether we will be able to
sustain future pricing levels as our competitors introduce competing services or
similar services at lower prices. Our failure to achieve or sustain market
acceptance at desired pricing levels could impair our ability to achieve
profitability or positive cash flow, which would have a material adverse effect
on our business, prospects, financial condition and results of operations.

Our Quarterly Operating Results Are Likely to Fluctuate Significantly, Causing
Our Stock Price to be Volatile or to Decline

     We cannot accurately forecast our revenue because of our limited operating
history and the emerging nature of the data communications industry in our
markets. Our revenue could fall short of our expectations if we experience
delays or cancellations by even a small number of our customers. A number of
factors are likely to cause fluctuations in our operating results, including:

                                       3
o   the rate at which we are able to attract and retain customers, and
         whether larger customers fulfill their volume commitments to us;

     o   the ability of our customers to generate significant end user demand;

     o   the timing and willingness of traditional telephone companies to
         provide and construct the required central office facilities;

     o   the timing and willingness of traditional telephone companies to
         provide suitable copper wire loops at favorable prices;

     o   the prices our customers and, in turn, their end users pay for our
         services;

     o   availability of financing to continue to fund our expansion;

     o   our ability to deploy our services on a timely basis to satisfy end
         user demand;

     o   the mix of line orders between lower priced and higher priced lines;

     o   the amount and timing of capital expenditures and operating costs as we
         expand our network;

     o   the announcement or introduction of new or enhanced services by our
         competitors; and

     o   technical difficulties or network downtime.

     As a result, it is likely that in some future quarters our operating
results will be below the expectations of securities analysts and investors. If
this happens, the trading price of our common stock would likely be materially
adversely affected.

A Limited Number of Customers Account for a High Percentage of Our Revenue and
the Loss of a Significant Customer Could Harm Our Business

     We currently provide or have agreements to provide data transport solutions
to more than 150 network service providers. For the quarter ended June 30, 1999,
our two largest customers accounted for approximately 40% of our revenue. We
anticipate that, as we expand our business, we will continue to rely upon a
limited number of customers for a high percentage of our revenue and end-user
lines. As a result of this concentration of our customer base, a loss of or
decrease in business from one or more of our customers could have a material
adverse effect on our business, prospects, financial condition and results of
operations.

     Similarly, if our customers are unsuccessful in competing for end users in
their own intensely competitive markets or experience other financial or
operating difficulties, our business, prospects, financial condition and results
of operations would be materially adversely affected.

     Many of our agreements with our customers are non-exclusive, and many of
our customers are also customers of, or have invested in, our competitors. To
the extent our significant customers strengthen their commercial relationships
with our competitors, our business would be materially adversely affected.

We May Not Be Able to Continue to Grow Our Business If We Do Not Obtain
Significant Additional Funds By the Middle of 2000

     We believe our current capital resources will be sufficient for our funding
and working capital requirements and for the deployment and operation of our
networks in targeted markets through the middle of 2000. We will need
significant additional funds beyond then. We expect that the actual amount and
timing of our future capital requirements will depend upon the demand for our
services and regulatory, technological and competitive developments, including
additional market developments and new opportunities, in our industry. We may
seek

                                       4
additional financing earlier than the middle of 2000 if:

     o   we alter the schedule, targets or scope of our network rollout plan;

     o   our plans or projections change or prove to be inaccurate;

     o   we acquire other companies or businesses; or

     o   market conditions allow us to raise public or privately financed
         capital on attractive terms.

     We may be unsuccessful in raising sufficient additional capital at all or
on terms that we consider acceptable. If we are unable to obtain adequate funds
on acceptable terms, our ability to deploy and operate our networks, fund our
expansion or respond to competitive pressures would be significantly impaired.
Such limitation could have a material adverse effect on our business, prospects,
financial condition or results of operations.

Our Business Activities and Our Ability to Raise Additional Funds Are Limited by
Covenants Contained in Our Financing Agreements

     Our debt agreements and other financing agreements contain and will contain
restrictions on our activities and financial covenants with which we will be
required to comply. If we fail to comply with these requirements, we would be in
default and our obligations could be declared immediately due and payable. We
may be unable to make such required payments, or to raise sufficient funds from
other sources.

     In addition, the terms of proposed new indebtedness or other funding may
not be permitted by the terms of our current financing agreements. This may
impair our ability to develop our business. If we fail to raise sufficient
funds, we may be required to modify, delay or abandon some of our expansion
plans, which could have a material adverse effect on our business, prospects,
financial condition and results of operations.

We Need to Make Capital Expenditures, and the Amounts, Timing and Returns are
Uncertain

     In 1999, we will have to make significant capital expenditures estimated at
$130,000,000 to $160,000,000 to develop our business and deploy our services and
systems. The amount and timing of these expenditures are uncertain and will
depend upon our ability to execute our plans in a timely and cost-effective
manner. We will need to increase our revenue in order to earn a return from our
capital expenditures. If our revenue does not grow as expected, or capital
expenditures exceed our estimates, there could be a material adverse effect on
our business, prospects, financial condition and results of operations.

Our Failure to Manage Our Growth Effectively Could Impair Our Business

     If we are successful in implementing our business plan, our operations will
expand rapidly. This rapid expansion could place a significant strain on our
management, financial and other resources. Our ability to manage future growth,
if it occurs, will depend upon our ability to:

     o   control costs;

     o   maintain regulatory compliance;

     o   implement and significantly expand our financial and operating systems;

     o   maintain our operations support systems; and

     o   expand, train and manage our employee base.

     We may be unable to do these things successfully. In addition, we may not
successfully obtain, integrate and

                                       5
use our employees and management, operating and financial resources. Our
business, prospects, financial condition and results of operations will be
materially adversely affected if we are unable to manage our growth effectively.

The Data Communications Industry is Undergoing Rapid Technological Changes and
New Technologies May Be Superior to the Technology We Use

     The data  communications  industry  is  subject  to rapid  and  significant
technological change, including continuing developments in DSL technology, which
does not presently have widely accepted standards,  and alternative technologies
for providing high speed data communications such as cable modem technology.  As
a consequence:

     o   we will rely on third parties, including some of our competitors and
         potential competitors, to develop and provide us with access to
         communications and networking technology;

     o   our success will depend on our ability to anticipate or adapt to new
         technology on a timely basis; and

     o   we expect that new products and technologies will emerge that may be
         superior to, or may not be compatible with, our products and
         technologies.

     If we fail to adapt successfully to technological changes or obsolescence
or fail to obtain access to important technologies, our business, prospects,
financial condition and results of operations could be materially adversely
affected.

Our Success in Attracting and Retaining Customers Significantly Depends on Our
Ability to Obtain Central Office Space From Traditional Telephone Companies

     We believe the growth and success of our business will depend upon securing
physical central office space for our equipment in the central offices of
traditional telephone companies in our target markets. We have experienced
initial rejections of our applications to obtain space in some central offices.
We believe we will continue to receive rejections of requested physical central
office space as we expand our existing and planned networks. Although to date a
majority of our applications to obtain physical central office space that were
initially rejected have subsequently been accepted, we cannot assure potential
investors that we will be successful in reversing the pending rejections or any
other rejected applications for space in desired central offices. Nor can we
predict the extent of these rejections or their impact on our ability to provide
service in our target markets. The rejection of our applications for central
office space has in the past and could in the future result in delays and
increased costs as we expand our services in our target markets. This may
materially adversely affect our business, prospects, financial condition and
results of operations.

     As we grow, we may be unable to secure central office space on a timely
basis or at all. In some cases, although physical central office space is
available, traditional telephone companies have claimed that they must refurbish
space to make it suitable for our equipment--for example, by adding separate
entrances, removing asbestos or obsolete machinery, or increasing power supply
and air conditioning--which in some cases has made the cost to obtain that
physical central office space prohibitively expensive. The FCC recently adopted
new rules designed to make it easier and less expensive for competitive
telecommunications companies to obtain central office space and to require
traditional telephone companies to provide them with alternative arrangements
for obtaining central office space. We cannot be certain of how effective these
rules will be or whether our competitors will benefit to a greater extent from
these rules than we will. We expect physical central office space to become
increasingly scarce due to increasing demand from a growing number of
competitive telecommunications companies.

     Even when space is available, we may face delays ranging from four months
to more than a year after we place an order before space for our equipment is
made available. If our applications for physical central office space are
rejected, or the costs or delays associated with obtaining central office space
become too expensive, our expansion plans could be adversely affected, which
could have a material adverse effect on our business, prospects, financial
condition and results of operations.

                                       6
Broad service availability is also important to our customers and potential
customers that want to provide Internet access or other data services on a
national or regional basis. Our inability to obtain physical central office
space in a timely manner could have a material adverse effect on our ability to
attract and retain customers.

     Any disputes with traditional telephone companies over the types of
equipment we seek to install in the central office space could also delay our
installation and even impair our ability to provide service in the manner we
deem appropriate. These delays or refusals could have a material adverse effect
on our business, prospects, financial condition and results of operations.

Our Success Depends on Interconnection Agreements with Traditional Telephone
Companies in Each of Our Markets

     The success of our strategy depends on our ability to enter into and renew
interconnection agreements with traditional telephone companies in each of our
target markets on a timely basis. Delays in obtaining additional interconnection
agreements would postpone our entry into a market, which could have a material
adverse effect on our business, prospects, financial condition and results of
operations.

     Interconnection agreements have limited terms of two to three years and we
cannot assure potential investors that existing or new agreements will be
extended or negotiated on terms favorable to us. Interconnection agreements are
also subject to state commission, FCC and judicial oversight. These government
bodies may modify the terms or prices of our interconnection agreements in ways
that adversely affect our business, prospects, financial condition and results
of operations.

Our Business Could Suffer if High Quality Copper Lines Are Not Available or Cost
Us More Than We Expect

     We significantly depend on the quality of the copper lines and the
traditional telephone companies' maintenance of such lines. We cannot assure
potential investors that we will be able to obtain the copper lines and the
services we require from the traditional telephone companies at quality levels,
prices, terms and conditions satisfactory to us. Our failure to do so would have
a material adverse effect on our business, prospects, financial condition and
results of operations.

     Under federal law, traditional telephone companies have an obligation to
negotiate with us in good faith to enter into interconnection agreements,
including agreements on the price at which we can obtain suitable lines from
these telephone companies. If no agreement can be reached, either side may
petition the applicable state commission to arbitrate remaining disagreements.
These arbitration proceedings can last up to nine months. Moreover, the state
commission must approve any interconnection agreement resulting from negotiation
or arbitration, and any party may appeal an adverse decision by the state
commission to federal district court. The potential cost in resources and delay
from this process could harm our ability to compete in certain markets, and
there is no guarantee that a state commission would resolve disputes, including
pricing disputes, regarding our access to suitable lines in our favor. Moreover,
the FCC rules governing pricing standards for access to the networks of the
traditional telephone companies are currently being challenged in federal court.
If the courts overturn the FCC's pricing rules, the FCC may adopt a new pricing
methodology that would require us to pay a higher price to traditional telephone
companies for access to suitable lines. This could have a detrimental effect on
our business.

     We have not yet established a history of ordering and obtaining the
provisioning and repair of very large volumes of lines from any traditional
telephone company. We also depend on cooperation from traditional telephone
companies for repair of transmission facilities. The traditional telephone
companies in turn rely significantly on unionized labor. Labor-related issues
and actions on the part of the traditional telephone companies have in the past,
and may in the future, adversely affect traditional telephone companies'
provision of services and network components that we order.

     Our dependence on the traditional telephone companies has caused and could
continue to cause us to encounter

                                       7
delays in establishing our networks, provisioning lines and upgrading our
services. These delays could adversely affect our relationships with our
customers, harm our reputation or could otherwise have a material adverse effect
on our business, prospects, financial condition and results of operations.

We Depend on Market Acceptance for DSL-Based Services

     The market for small- and medium-sized business, telecommuter and
residential Internet access is in the early stages of development. Because we
offer services to a new and evolving market and because current and future
competitors are likely to introduce competing services, it is difficult for us
to predict the rate at which these markets will grow. Various providers of high-
speed digital communications services are testing products from various
suppliers for various applications, and it is unclear if DSL will offer the same
or more attractive price-performance characteristics. If the markets for our
services fail to develop, grow more slowly than anticipated or become saturated
with competitors, our business, prospects, financial condition and results of
operations could be materially adversely affected.

We Depend on Our Billing, Customer Service and Information Support Systems,
Which Need Further Development

     Sophisticated information and processing systems are vital to our growth
and ability to monitor costs, bill customers, process customer orders and
achieve operating efficiencies. Our plans for the development and implementation
of our operations support systems rely, for the most part, on acquiring products
and services offered by third-party vendors and integrating those products and
services in-house to produce efficient operational solutions. However, we may
not successfully identify all of our information and processing needs or
implement these systems on a timely basis or at all, and these systems may not
perform as expected.

     In addition, our right to use these systems is dependent upon license
agreements with third-party vendors. Some of those agreements may be cancelable
by the vendor and the cancellation or nonrenewal of these agreements may have a
material adverse effect on our business, prospects, financial condition and
results of operations.

     Similar issues are applicable to the operations support systems and other
systems of our customers, and to the interface between our systems and those of
our customers. Therefore, failures at our customers could also have a material
adverse effect on our business, prospects, financial condition and results of
operations.

If We Do Not Adequately Address Year 2000 Issues, We May Incur Significant Costs
and Our Business Could Suffer

     The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. As a result, our
computer programs that have date-sensitive software and software of companies
into which our network is interconnected may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in system failures or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities. If the systems of other companies on
whose services we depend or with whom our systems interconnect are not year 2000
compliant, it could have a material adverse effect on our business, prospects,
financial condition and results of operations. See "Impact of Year 2000 Issue."

We May Be Unable to Expand Our Network Services Effectively and Provide High
Performance to a Substantial Number of End Users

     Due to the limited deployment of our services, the ability of our DSL
network to connect and manage a substantial number of end users at high
transmission speeds is still unknown. While peak digital data transmission
speeds across our DSL network to and from the central office and the end user
can exceed 1.5 megabits per second, the actual data transmission speeds over our
network could be significantly slower due to:

     o   the type of DSL technology deployed;

     o   the distance an end user is located from a central office;

                                       8
o   the configuration of the telecommunications line being used;

     o   the existence of and number of data transmission impediments on the
         telephone company copper lines;

     o   the gauge of the copper lines; and

     o   the presence and severity of interfering transmissions on nearby lines.

     For example, we are not certain whether we can successfully deploy higher
DSL speeds through digital loop carrier systems which, because they connect
copper lines to a fiber link, currently limit DSL service to a maximum speed of
144 kilobits per second.

     Because we rely on traditional telephone companies to overcome technical
limitations associated with loop carrier systems, we cannot assure investors
that we will be able to successfully deploy high speed DSL service to all areas
in our markets. As a result, our network may not be able to achieve and maintain
the highest possible digital transmission speed. Our failure to achieve or
maintain high speed digital transmissions would have a material adverse effect
on our business, prospects, financial condition and results of operations.

Our Success Depends on Our Retention of Executive Officers and Other Key
Personnel and Our Ability to Hire Additional Key Personnel

     We are managed by a small number of executive officers. Competition for
qualified executives in the data communications services industry is intense,
and there are a limited number of persons with comparable experience. We depend
upon our executive officers because we believe there are few managerial
personnel with qualifications to swiftly implement a business plan integrating
DSL technology with the existing telephone infrastructure. We do not have
employment agreements with any of our executive officers, so any of these
individuals may terminate his or her employment with us at any time. We do not
have "key person" life insurance policies on any of our executive officers. The
loss of these key individuals could have a material adverse effect on our
business, prospects, financial condition and results of operations.

     We believe that our success will depend in large part on our ability to
retain and attract qualified technical, marketing, managerial and other
personnel. Additionally, we believe an effective sales force is critical to our
success. The industry in which we compete is characterized by a high level of
employee mobility and aggressive recruiting of skilled personnel. We may be
unable to hire or retain necessary personnel in the future. Our inability to
attract and retain key personnel would have a material adverse effect on our
business, prospects, financial condition and results of operations.

The Market in Which We Operate is Highly Competitive, and We May Not Be Able to
Compete Effectively, Especially Against Established Industry Competitors with
Significantly Greater Financial Resources

     We face competition from many competitors with significantly greater
financial resources, well-established brand names and larger customer bases. We
also expect competition to intensify in the future. We expect significant
competition from traditional and new telephone and telecommunications companies,
including national long distance carriers, cable modem service providers,
Internet service providers, on-line service providers, and wireless and
satellite data service providers.

     Other Competitive Telecommunications Companies, Some with Greater Financial
Resources, Compete in the Same Markets for the Same Customers. Other competitive
telecommunications companies have entered and may continue to enter the market
and offer high speed data services using a business strategy similar to ours.
Some competitors, including those focusing on data transport such as Rhythms
NetConnections Inc., Covad Communications Group, Inc., HarvardNet Inc., Dakota
Services Limited, Prism Solutions, Inc. and Network Access Solutions
Corporation, have begun to offer DSL-based

                                       9
access services, and others are likely to do so in the future. Certain of our
customers have made investments in our competitors, which may enhance their
relationships with these competitors at our expense. The Telecommunications Act
of 1996 specifically grants any competitive local exchange carrier, or
competitive telecommunications company, the right to negotiate interconnection
agreements with traditional telephone companies, or incumbent local exchange
carriers. The Telecommunications Act also allows competitive telecommunications
companies to enter into interconnection agreements which are identical in all
respects to ours. In addition, some competitive telecommunications companies
have extensive fiber networks in many metropolitan areas primarily providing
high speed digital and voice circuits to large corporations, and have
interconnection agreements with traditional telephone companies pursuant to
which they have acquired space in traditional telephone companies' central
offices in many of our markets. As a result, our customers may contract with
other competitive telecommunications companies, which may decrease our
customers' demand for our services.

     Traditional Telephone Companies With Greater Resources Than Ours May
Directly Compete in Our Markets. The traditional telephone companies have an
established brand name and reputation for high quality in their service areas,
possess significant capital to deploy DSL equipment rapidly, have their own
copper lines and can bundle digital data services with their existing analog
voice services to achieve economies of scale in serving customers. In addition,
most traditional telephone companies have established or are establishing their
own Internet service provider businesses, and all of the largest traditional
telephone companies that are present in our target markets are conducting market
trials of or have commenced offering DSL-based access services. For example,
Pacific Bell and Southwestern Bell are offering commercial services in some
territories in which we offer services, U S WEST is offering commercial DSL
services and Ameritech has announced commercial DSL services in some areas of
Michigan and Illinois. We recognize that the traditional telephone companies
have the potential to quickly deploy DSL services and are in a position to offer
service from central offices where we may be unable to secure space in
traditional telephone companies' central offices. In addition, the FCC is
considering establishing requirements for separate subsidiaries through which
the traditional telephone companies could provide DSL service on a largely
deregulated basis. As a result, we expect traditional telephone companies to be
strong competitors in each of our target markets.

     National Long Distance Carriers May Begin to Compete for Our Small- and
Medium-Sized Business Customers. Many of the leading traditional national long
distance carriers, including MCI WorldCom, Inc., AT&T Corp. and Sprint
Corporation, are expanding their capabilities to support high speed, end-to-end
data networking services. They also have interconnection agreements with many of
the traditional telephone companies and a number of spaces in traditional
telephone companies' central offices from which they could begin to offer
competitive DSL services. The newer national long distance carriers, such as
Level 3 Communications, Inc., The Williams Companies, Inc., IXC Communications,
Inc. and Qwest Communications International, Inc. are building and managing high
speed fiber-based national data networks and partnering with Internet service
providers to offer services directly to the public. These companies could modify
their current business focus to include small- and medium-sized business
customers using DSL or other technologies in combination with their current
fiber networks.

     Cable Modem Service Providers May Offer High Speed Internet Access at More
Competitive Rates Than Ours, Forcing Us to Lower Our Prices. Cable modem service
providers, such as At Home Corporation and Road Runner, Inc. (with their cable
partners), are deploying high speed internet access services over hybrid fiber
coaxial cable networks. Where deployed, these networks provide similar and in
some cases higher speed Internet access than we provide. They also offer these
services at lower price points than our services. Actual or prospective cable
modem service provider competition may have a significant negative effect on our
ability to secure customers and may create downward pressure on the prices we
can charge for our services.

     Internet Service Providers, Our Targeted Customers, May Begin to Provide
DSL Services Directly. Internet service providers, such as GTE Internetworking,
UUNET (a subsidiary of MCI WorldCom, Inc.),

                                       10
Sprint, Concentric Network Corporation, MindSpring Enterprises, Inc. and PSINet,
Inc., provide Internet access to residential and business customers, generally
using the existing telephone system. Some regional Internet service providers,
such as HarvardNet Inc., InterAccess Co., Vitts Networks Inc. and Prism
Solutions, Inc., have begun offering DSL-based services. Internet service
providers could become competing DSL service providers if they attain
certification as competitive telecommunications companies in the states in which
they planned to operate.

On-line Service Providers, Our Targeted Customers, May Begin to Provide DSL
Services Directly

     On-line service providers, such as America Online, Inc., Compuserve (a
subsidiary of America Online), Microsoft Network, Prodigy, Inc., and WebTV
Networks, Inc. (a subsidiary of Microsoft), provide, over the Internet and on
proprietary on-line services, content and applications ranging from news and
sports to consumer video conferencing. These services are designed for broad
consumer access over telecommunications-based transmission media, which enable
digital services to be provided to the significant number of consumers who have
personal computers with modems. In addition, on-line service providers provide
Internet connectivity, ease-of-use and consistency of environment. Many of these
on-line service providers have developed their own access networks for modem
connections. AOL has announced that it will purchase DSL services from Bell
Atlantic and SBC Communications. If these on-line service providers were to
extend their owned access networks to DSL, they would be our competitors.

Wireless and Satellite Data Service Providers May Begin to Offer Wireless and
Satellite-Based Internet Connectivity, Also Competing Against Us

     Wireless and satellite data service providers are developing wireless and
satellite-based Internet connectivity. We may face competition from terrestrial
wireless services, including multi-channel multipoint distribution system, local
multipoint distribution system, wireless communication service and point-to-
point microwave systems. The FCC recently adopted new rules to permit multi-
channel multipoint distribution system licensees to use their systems to offer
two-way services, including high speed data, rather than solely to provide one-
way video services. The FCC also has auctioned local multipoint distribution
system licenses in all markets for wireless systems, which can be used for high
speed data services. In addition, companies such as Teligent, Inc., Advanced
Radio Telecom Corp., WNP (which recently agreed to be acquired by NEXTLINK) and
WinStar Communications, Inc. hold point-to-point and/or point-to-multipoint
microwave licenses to provide fixed wireless services such as voice, data and
video conferencing.

     We also may face competition from satellite-based systems. Motorola
Satellite Systems, Inc., Hughes Communications, Inc. (a subsidiary of General
Motors Corporation), Teledesic LLC and others have filed applications with the
FCC for global satellite networks which can be used to provide broadband voice
and data services.

     In January 1997, the FCC allocated 300 MHz of spectrum in the 5 GHz band
for unlicensed devices to provide short-range, high speed wireless digital
communications. These frequencies must be shared with incumbent users without
causing interference. Although the allocation is designed to facilitate the
creation of new wireless local area networks, it is too early to predict what
kind of equipment might ultimately be manufactured and for what purposes it
might be used.

     The telecommunications industry is subject to rapid and significant changes
in technology, and we cannot predict the effect of technological changes on our
business, such as continuing developments in DSL technology and alternative
technologies for providing high speed data communications. These technological
developments in the telecommunications industry could have a material adverse
effect on our competitive position and therefore on our business, prospects,
financial condition and results of operations.

Industry Consolidation Could Make Competing More Difficult

     Consolidation of companies offering high speed local data transport is
occurring through acquisitions, joint ventures and licensing arrangements
involving our competitors and our customers' competitors. As a company with

                                       11
limited operating history, we cannot assure that we will be able to compete
successfully in an increasingly consolidated industry. Any heightened
competitive pressures that we may face may have a material adverse effect on our
business, prospects, financial condition and results of operations.
Additionally, because we rely on our customers' marketing channels to provide
our services to business and residential end users, if our customers are
adversely affected by consolidation and integration in the market, our business,
prospects, financial condition and results of operations could be materially
adversely affected.

Our Services are Subject to Uncertain Government Regulation, and Changes in
Current or Future Laws or Regulations Could Restrict the Way We Operate Our
Business

     We are subject to federal, state and local regulation of our
telecommunications business. With the passage of the Telecommunications Act in
1996, Congress sought to foster competition in the telecommunications industry
and to promote the deployment of advanced telecommunications technology.
Implementation of the Telecommunications Act is the subject of ongoing
administrative proceedings at the federal and state levels, litigation in
federal and state courts, and legislation in federal and state legislatures. We
cannot predict the outcome of the various proceedings, litigation and
legislation or whether or to what extent these proceedings, litigation and
legislation may adversely affect our business and operations.

     As a competitive telecommunications company, we are subject to FCC
regulation for our contractual, or interconnection, arrangements with the
traditional telephone companies, or incumbent local exchange carriers, in our
markets, but the scope of this regulation is uncertain because it is the subject
of ongoing court and administrative proceedings. Several parties have brought
court challenges to the FCC's interconnection rules, including the rules that
establish the terms under which a competitive telecommunications company may use
portions of a traditional telephone company's network. Although the Supreme
Court recently held that the FCC has the authority to adopt interconnection
rules and specifically upheld several of these rules, other rules are still
being considered by the courts. If a rule that is beneficial to our business is
struck down, it could harm our ability to compete. In particular, the courts
have not yet resolved the lawfulness of the methodology that the FCC established
to determine the price that competitive telecommunications companies would have
to pay traditional telephone companies for use of the traditional telephone
companies' networks. The courts may determine that the FCC's pricing rules are
unlawful, which would require the FCC to establish a new pricing methodology. If
this occurs, the new pricing methodology that the FCC adopts may result in our
having to pay a higher price to traditional telephone companies if we were to
use a portion of their networks in providing our services, and this could have a
detrimental effect on our business.

     Although the Supreme Court upheld most of the FCC's rules that the Court
reviewed, it struck down the rule specifying the various portions of the
traditional telephone companies' networks that the traditional telephone
companies were required to make available to competitive telecommunications
companies. As a result, the FCC will have to develop a new standard for
determining which portions of the traditional telephone companies' networks must
be made available to competitive telecommunications companies. This new standard
may reduce the number of network components to which competitive
telecommunications companies will have access. If this occurs, this may harm our
ability to compete.

     Recently, various traditional telephone companies have requested the FCC
grant them regulatory relief in the provision of data transmission services,
including DSL services, which would allow the traditional telephone companies to
compete more directly with DSL providers such as NorthPoint. In response, the
FCC issued a decision that data services generally are telecommunications
services that, when provided by traditional telephone companies, are subject to
the FCC's interconnection rules, including the rule requiring that a traditional
telephone company's data services be subject to unbundling and resale
requirements. This issue is still pending before the FCC, and we cannot be
certain that the FCC will not reconsider its decision. Moreover, although the
FCC recently adopted new rules designed to provide greater access to central
office space at less cost, these new rules may benefit our competitors to a
greater extent than they benefit us, which could harm our competitiveness.
Additionally, since the FCC issued its decision, various traditional telephone
companies have again asked the FCC for regulatory relief with respect to their
provision of data transmission services. The FCC has not yet resolved these
later requests. We would expect that an FCC decision in favor of the traditional
telephone companies could have a material adverse

                                       12
effect on our business, prospects, financial condition and results of
operations.

Our Debt Creates Financial and Operating Risk That Could Limit the Growth of Our
Business

     As of June 30, 1999, we had approximately $58,995,000 of indebtedness and
$425,008,000 of stockholders' equity.

     The degree to which we are leveraged could have important consequences to
holders of our common stock, including, but not limited to, the following:

     o   our ability to obtain additional financing or refinancing in the future
         for capital expenditures, repayment of outstanding indebtedness,
         working capital, acquisitions, general corporate or other purposes may
         be materially limited or impaired;

     o   our cash flow, if any, may be unavailable for building our business, as
         a substantial portion of our cash flow may be dedicated to the payment
         of principal and interest on our indebtedness or other indebtedness
         that we may incur in the future, and our failure to generate sufficient
         cash flow to service such indebtedness could result in a default;

     o   our debt agreements will contain restrictions and financial covenants
         which, if we fail to meet them, could result in our indebtedness being
         declared due prematurely, at a time when we could not make the required
         payments;

     o   our leverage may make us more vulnerable to economic downturns, may
         limit our ability to withstand competitive pressures and may reduce our
         flexibility in responding to changing business and economic conditions;
         and

     o   we may from time to time be more highly leveraged than many of our
         competitors, which may place us at a competitive disadvantage.

We Rely on Our Intellectual Property Which We May Be Unable to Protect, or We
May Be Found to Infringe the Rights of Others

     Our success depends in part on our ability to protect our proprietary
intellectual property. In addition, we may be sued over intellectual property
rights. These lawsuits, or our inability to protect our intellectual property
rights, could have a material adverse effect on our business, prospects,
financial condition and results of operations.

     In April 1999 we received a letter from one of our competitors, Covad
Communications Group, Inc., indicating that it has been informed of allowance of
a United States patent application. This means that Covad can expect a United
States patent will issue in the near future. According to Covad's letter, their
patent application relates to digital subscriber loop implementations supporting
(a) a bandwidth of 128 kbps or 144 kbps combined with (b) a bandwidth greater
than 128 kbps or 144 kbps. Although the Covad letter quoted an allegedly allowed
patent claim, the allowed patent application remains secret until issuance of
the patent, and we have no other pertinent information about this patent
application. To our knowledge, the patent has not been issued. As a result, we
are unable to evaluate fully the validity or relevance of this patent
application. If the patent application results in an issued patent that is
valid, and if we infringe this patent, we could be required to obtain a license
under the patent. While Covad has indicated that we may be interested in
obtaining a license from them at the appropriate time, we cannot be certain that
such a license, if needed, would be available on commercially acceptable terms
if at all. If our services or portions of our services infringe a valid patent,
and if we are unwilling or unable to obtain a license, then we will be unable to
offer the infringing services. This could have a material adverse effect on our
business, prospects, financial condition and results of operations.

                                       13
A System Failure or Breach of Network Security Could Delay or Interrupt Service
to Our Customers

     The reliability of our transmission services in our markets would be
impaired by a natural disaster or other unanticipated interruption of service or
damage at any of our facilities. Additionally, failure of a traditional
telephone company or other service provider to provide communications capacity
required by us, as a result of a natural disaster, operational disruption or for
any other reason, could cause interruptions in our services. Damage or failure
that causes interruptions in our services could have a material adverse effect
on our business, prospects, financial condition and results of operations.

     Our network may be vulnerable to unauthorized access, computer viruses and
other disruptive problems. Unauthorized access could also potentially jeopardize
the security of confidential information stored in the computer systems of our
customers, which might result in liability to our customers, and also might
deter potential customers. Although we intend to implement security measures
that are standard within the telecommunications industry, we may be unable to
implement such measures in a timely manner or, if and when implemented, our
security measures may be circumvented. Eliminating computer viruses and
alleviating other security problems may require interruptions, delays or
cessation of service to our customers and these customers' end users. Any of the
foregoing factors relating to network security could have a material adverse
effect on our business, prospects, financial condition and results of
operations.

Our Business Could Suffer From a Reduction or Interruption From Our Equipment
Suppliers or Other Third Parties On Whom We Rely for Installation and Provision
of Field Service

     We plan to purchase all of our equipment from various vendors and outsource
the installation and field service of our networks to third parties. We also
depend on the availability of fiber optic transmission facilities from third
parties to connect our equipment within and between metropolitan areas. Any
reduction of or interruption from our equipment suppliers, such as Copper
Mountain Network, Inc., from which we purchase most of our digital subscriber
line access equipment, or interruption in service from any significant installer
or field service provider, such as Lucent Technologies, Inc., which has
installed and maintained our equipment in all of our markets, could have a
disruptive effect on our business, prospects, financial condition and results of
operations.

     In addition, the pricing of the equipment we purchase may substantially
increase over time, increasing the costs we pay in the future, or decrease over
time, providing later market entrants with a cost advantage over us. The
availability and pricing of the equipment we purchase would be adversely
affected if our suppliers were to compete with us, or if our competitors enter
into exclusive or restrictive arrangements with our suppliers. It could take a
significant period of time to establish relationships with alternative suppliers
for each of our technologies and substitute their technologies into our network.

Uncertain Federal and State Tax and Other Surcharges on Our Services May
Increase Our Payment Obligations

     Telecommunications providers are subject to a variety of complex federal
and state surcharges and fees on their gross revenues from interstate and
intrastate services, including regulatory fees, and surcharges related to the
support of universal service. A finding that we misjudged the applicability of
the surcharges and fees could increase our payment obligations and have a
material adverse effect on our business, prospects, financial condition and
results of operations.

Claims of Interference Could Harm Our Ability to Deploy Our Services

     Certain technical laboratory tests and field experience indicate that some
types of DSL, in particular, asymmetrical DSL--in which data transport to the
end user is faster than transport from the end user--may cause interference with
and be interfered with by other signals present in a traditional telephone
company copper plant. Citing this potential interference, some traditional
telephone companies have imposed restrictions on the use of asymmetrical DSL
technology over their copper lines. However, we do not believe that our
symmetrical DSL technology equipment, which permits the same speed of data
transport to and from the end user, poses interference risks. If traditional
telephone companies were to restrict our use of our technology or equipment in
the future, our

                                       14
business, prospects, financial condition and results of operations could be
materially adversely affected.

Our Stock Price May Be Volatile

     The trading price of our common stock has been and is likely to continue to
be highly volatile. Our stock price is likely to be volatile and may fluctuate
substantially due to factors such as:

     o   our historical and anticipated quarterly and annual operating results;

     o   variations between our actual results and analyst and investor
         expectations;

     o   announcements by us or others and developments affecting our business;

     o   investor perceptions of our company and comparable public companies;
         and

     o   conditions and trends in the data communications and Internet-related
         industries.

     In particular, the stock market has from time to time experienced
significant price and volume fluctuations affecting the common stocks of
technology companies, which may include data communications and Internet-related
companies. These fluctuations may result in a material decline in the market
price of our common stock.

The Sale of Shares or the Perception of Future Sales Could Depress Our Stock
Price

     Sales of a large number of shares of common stock in the market or the
perception that sales may occur could cause the market price of our common stock
to drop. As of July 28, 1999, we have 121,403,370 shares of common stock
outstanding. Of these shares, approximately 17,500,000 shares are freely
tradeable, except for any such shares held at any time by an "affiliate" of
NorthPoint, as defined under Rule 144 under the Securities Act. Of the remaining
shares, approximately 97% are subject to lock-up agreements in which the holders
of the shares have agreed not to sell any shares, subject to limited exceptions,
for a period of 180 days (or in some cases longer) after the date of our initial
public offering, which period expires on November 2, 1999. The shares not
subject to lock-up agreements are "restricted securities" as defined in Rule 144
under the Securities Act. These shares may be sold in the future without
registration under the Securities Act to the extent permitted by Rule 144 or an
exemption under the Securities Act.

Our Principal Stockholders and Management Own a Significant Percentage of
NorthPoint, and Will Be Able to Exercise Significant Influence

     Our executive officers and directors and principal stockholders together
beneficially own approximately 81% of our common stock. These stockholders, if
they vote together, will be able to exercise significant influence over all
matters requiring stockholder approval, including the election of directors and
approval of significant corporate transactions. This concentration of ownership
may also delay or prevent a change in control of NorthPoint.

Our Certificate of Incorporation and Bylaws Contain Provisions That Could Delay
or Prevent a Change In Control of NorthPoint

     Certain provisions of our certificate of incorporation and bylaws could
make it more difficult for a third party to acquire control of NorthPoint, even
if a change in control would be beneficial to stockholders. Our certificate of
incorporation allows our board of directors to issue, without stockholder
approval, preferred stock with terms set by the board of directors. The
preferred stock could be issued quickly with terms that delay or prevent a
change in control of NorthPoint or make removal of management more difficult.
Also, the issuance of preferred stock may cause the market price of the common
stock to decrease.

                                       15
USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of shares of common
stock by the selling stockholders.

                              SELLING STOCKHOLDERS

     The following table sets forth information with respect to the selling
stockholders and the shares of our common stock that they may offer and sell
under this prospectus. Each of the selling stockholders named below acquired the
shares of common stock (1) pursuant to the 1999 Plan as an employee of
NorthPoint Communications Group, Inc., (2) was formerly an option holder of
NorthPoint Communications, Inc. who acquired options to purchase shares of our
common stock as a result of the reorganization of NorthPoint Communications,
Inc. in March 22, 1999, pursuant to which NorthPoint Communications, Inc. became
our wholly-owned subsidiary and we assumed all of the options outstanding under
the 1997 Plan, or (3) is the transferee by gift of a person who acquired the
shares pursuant to one of the methods described in clauses (1) or (2).

     The following table sets forth with respect to each selling stockholder,
based upon information available to us as of August 4, 1999, the number of
shares of common stock owned, the number of shares of common stock registered by
this prospectus and the number and percent of outstanding shares of common stock
that will be owned after the sale of the registered shares of common stock
assuming the sale of all of the registered shares of common stock. We calculated
beneficial ownership according to Rule 13d-3 of the Exchange Act as of August 4,
1999. Except as set forth in the table, none of the selling stockholders has, or
within the past three years has had, any position, office or other material
relationship with us or any of our predecessors or affiliates.

     Because the selling stockholders may sell all or some portion of the shares
of common stock beneficially owned by them, only an estimate (assuming the
selling stockholder sells all of the shares offered hereby) can be given as to
the number of shares of common stock that will be beneficially owned by the
selling stockholders after this offering. In addition, the selling stockholders
may have sold, transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time or from time to time since the dates on which
they provided the information regarding the shares of common stock beneficially
owned by them, all or a portion of the shares of common stock beneficially owned
by them in transactions exempt from the registration requirements of the
Securities Act.
Number of Shares
                                                             Number of                             Owned After the
                                                               Shares         Number of                Offering
                         Name                               Beneficially       Shares           -----------------------
                         ----                                  Owned         Registered         Number          Percent
                                                            ------------     ----------         ------          -------
Thomas Aulisio...........................................      98,510          88,592           9,918              *
Haley Bastien (Barbara Bastien-Pippen, as Custodian).....         100             100               0              *
Cabot Bisbee.............................................         200             200               0              *
Catherine Bisbee.........................................         150             150               0              *
Kenneth Bisbee...........................................         150             150               0              *
Mike Borsetti............................................     154,772         119,530          30,081              *
L. Dale Brunett..........................................      90,081          60,000          30,081              *
Caitlin Cameron..........................................         500             500               0              *
John Cameron.............................................         500             500               0              *
Kevin Cameron............................................      83,769          67,405          16,364              *
Melanie Chang............................................      31,559          24,467           7,092              *
Anna Marie Chase (Beatrice Chase, as Custodian)..........         100             100               0              *
Catherine Elizabeth Chase (Beatrice Chase, as Custodian).         100             100               0              *
Marsha Converse..........................................      18,746          16,030           2,716              *
George Edward Crawford...................................         500             500               0              *
Kelly Cuneo (Dolores Cuneo, as Custodian)................         100             100               0              *
16
Number of Shares
                                                             Number of                             Owned After the
                                                               Shares         Number of                Offering
                         Name                               Beneficially       Shares           -----------------------
                         ----                                  Owned         Registered         Number          Percent
                                                            ------------     ----------         ------          -------
Lauren Ruth Cuneo (Dolores Cuneo, as Custodian)..........         100              100               0              *
David Davis, Jr..........................................      27,447           19,804           7,643              *
Oliver Davis.............................................      35,924           27,887           8,037              *
James DeBald.............................................      33,831           28,119           5,712              *
Tod Dykstra..............................................      82,103           64,450          17,653              *
James Edward and Erika Jansen Crawford, as joint tenants.         250              250               0              *
Ryan Eppolito (Teresa Eppolito, as Custodian)............         100              100               0              *
Jonathan Fetter..........................................         150              150               0              *
Robert Fetter............................................         150              150               0              *
Wayne Flagg..............................................      96,760           77,338          19,422              *
Gallagher PR LLC.........................................      24,608           22,500           2,108              *
Matthew Going............................................      31,956           28,121           3,835              *
Larry Goldstein..........................................     134,151          103,592          30,559              *
Zenia Gomez..............................................      16,960           13,352           3,608              *
Mario Guillermo..........................................      37,577           31,871           5,706              *
Jon Hambidge.............................................      16,405           14,062           2,343              *
Karin Harned.............................................      14,714           12,174           2,540              *
Joan Fetter House........................................         150              150               0              *
Larry Howell(1)..........................................     261,518          157,500         104,018              *
Leonid Kapel.............................................      40,154           35,854           4,300              *
Ronald Kester............................................      34,968           22,500          12,468              *
Julie Kumamoto...........................................      53,306           35,857          17,449              *
Lynn Lahey...............................................      30,796           20,531          10,265              *
Terry Lam................................................      15,994           11,250           4,744              *
Dana Lamastra............................................       2,296              900           1,396              *
Samuel Lamonica, Jr.(2)..................................      57,654           33,750          23,904              *
Ted Lannon...............................................      34,074           21,325          12,749              *
Paul A. Larango and Ann W. Zeichner, Trustees of the
     Zeichner-Larango Family Trust, UDT, dated July 28,
     1997(3).............................................     815,742              750         646,992              *
Bruce Margetich..........................................      37,790           29,528           8,262              *
Lorenzo Maya, Jr.........................................      91,721           75,700          16,021              *
Jason McCandless.........................................      19,974           14,062           5,912              *
Suzanne McCormac.........................................      19,182           16,875           2,307              *
Daniel Miller............................................      23,437           19,687           3,750              *
Jacki Ann Miner (Rick Dell Miner, as Custodian)..........         100              100               0              *
Rebecca Leigh Miner (Rick Dell Miner, as Custodian)......         100              100               0              *
Mitchell Miner...........................................      70,393           59,674          10,719              *
Norvell Lee Miner, Sr. and Annette Joy Miner, as joint
     tenants.............................................         250              250               0              *
Norvell Lee Miner, Jr....................................         100              100               0              *
Phyllis June Miner.......................................         500              500               0              *
Rick Dell Miner and Traci Ann Miner, as joint tenants....         250              250               0              *
Schlyane Marie Miner.....................................         100              100               0              *
Shannon June Miner.......................................         100              100               0              *
David Moore..............................................      66,881           52,733          14,148              *
Richard Morris(4)........................................     337,500          112,500         225,000              *
Michael Mullaney.........................................      14,115              884          13,231              *
Gretchen Ndousse-Fetter..................................         150              150               0              *
Stephen Noble............................................         500              500               0              *
Oscar Nova...............................................      14,310            2,019          12,291              *
Katherine M. Nyland......................................      26,865           20,623           6,242              *
Gregg Orf................................................     105,553           84,374          21,179              *
17
Number of Shares
                                                             Number of                             Owned After the
                                                               Shares         Number of                Offering
                         Name                               Beneficially       Shares           -----------------------
                         ----                                  Owned         Registered         Number          Percent
                                                            ------------     ----------         ------          -------
Christina Pillot.........................................          150             150               0              *
Charles Polizzotti.......................................        3,150           1,350           1,800              *
Christopher Poschl.......................................       43,134          33,750           9,384              *
Reginald Rashid..........................................       46,462          33,750          12,712              *
Kevin William Salay (Phyllis Miner, as Custodian)........          100             100               0              *
Jennifer Shepherd........................................       12,359          11,214           1,145              *
Orlandes Shuemake........................................       46,810          33,390          13,420              *
Ella Spradley............................................       64,772          55,312           9,460              *
Robert Ray Standlee (Phyllis Miner, as Custodian)........          100             100               0              *
June Stone...............................................       52,500          45,000           7,500              *
John Stormer(5)..........................................      138,868          97,684          41,184              *
Peter Tang...............................................       58,637          46,873          11,764              *
Teri Tate................................................       27,887          24,046           3,841              *
Brenda Toone.............................................       21,989          19,405           2,584              *
Andrew Joseph Turner (Wendy Ruth Turner, as Custodian)...          100             100               0              *
Mark Douglas Turner, Jr. (Wendy Ruth Turner, as
     Custodian)..........................................          100             100               0              *
Matthew David Turner (Wendy Ruth Turner, as Custodian)...          200             100             100              *
Wendy Ruth Turner and Mark Douglas Turner, Sr., as joint
     tenants.............................................          250             250               0              *
Elizabeth Vaughan........................................       26,762          18,000           8,762              *
Brittany Wedereit........................................        8,748           5,787           2,961              *
----------------------------
* = less than one percent.

(1)  Includes 47,803 shares held by Lawrence Howell as trustee for the Howell
     Children's Trust UAD 12-22-88 and 191,215 shares held by Lawrence Howell
     as trustee for the Howell Revocable Trust UAD 2-14-89. Also includes 22,500
     shares held by Howell Capital. Mr. Howell, managing partner of Howell
     Capital, may be deemed to have voting and investment power over the shares
     held by Howell Capital. Mr. Howell disclaims beneficial ownership in such
     shares, except to the extent of his interest in Howell Capital.

(2)  Samuel Lamonica, Jr. is the Vice President, Information Technology of
     NorthPoint Communications Group, Inc. and its subsidiary, NorthPoint
     Communications, Inc.

(3)  Richard Morris is the Vice President, Product Development of NorthPoint
     Communications Group, Inc. and its subsidiary, NorthPoint Communications,
     Inc.

(4)  John Stormer is the Vice President, Consumer Markets of NorthPoint
     Communications Group, Inc. and its subsidiary, NorthPoint Communications,
     Inc.

(5)  Ann Zeichner is the Vice President, Sales of NorthPoint Communications
     Group, Inc. and its subsidiary, NorthPoint Communications, Inc.

                              PLAN OF DISTRIBUTION

     Who may sell and applicable restrictions. The selling stockholders will be
offering and selling all shares offered and sold under this prospectus.
Alternatively, the selling stockholders may from time to time offer the shares
through brokers, dealers or agents that may receive compensation in the form of
discounts, commissions or concessions from the selling stockholders and/or the
purchasers of the shares for whom they may act as agent. In effecting sales,
broker-dealers that are engaged by the selling stockholders may arrange for
other broker-dealers to participate. The selling stockholders and any brokers,
dealers or agents who participate in the distribution of the shares may be
deemed to be underwriters within the meaning of Section 2(11) of the Securities
Act. Any profits on the sale of the shares by them and any discounts,
commissions or concessions received by any broker, dealer or agent might be
deemed to be underwriting discounts and commissions under the Securities Act. To
the extent the selling stockholders may be deemed to be underwriters, the
selling stockholders may be subject to certain statutory liabilities, including,
but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Exchange Act.

                                       18
Manner of sales. The selling stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale. Sales
may be made over the Nasdaq National Market or other over-the-counter markets.
The shares may be sold at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. Selling stockholders may also
resell all or a portion of the shares in open market transactions in reliance
upon Rule 144 under the Securities Act, provided they meet the criteria and
conform to the requirements of this rule. The selling stockholders may decide
not to sell any of the shares offered under this prospectus, and selling
stockholders may transfer, devise or gift these shares by other means.

     Prospectus delivery. Because selling stockholders may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act, they
will be subject to the prospectus delivery requirements of the Securities Act.
At any time a particular offer of the shares is made, a revised prospectus or
prospectus supplement, if required, will be distributed which will set forth:

     o   the name of the selling stockholder and of any participating
         underwriters, broker-dealers or agents;

     o   the aggregate amount and type of shares being offered;

     o   the price at which the shares were sold and other material terms of the
         offering;

     o   any discounts, commissions, concessions and other items constituting
         compensation from the selling stockholders and any discounts,
         commissions or concessions allowed or paid to dealers; and

     o   that any participating broker-dealers did not conduct any investigation
         to verify the information set out or incorporated in this prospectus by
         reference.

     The prospectus supplement or a post-effective amendment will be filed with
the Commission to reflect the disclosure of additional information with respect
to the distribution of the shares. In addition, if we receive notice from a
selling stockholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed.

     Expenses associated with registration. We have agreed to pay the expenses
of registering the shares under the Securities Act, including registration and
filing fees, printing and duplication expenses, administrative expenses and
legal and accounting fees. Each selling stockholder will pay its own brokerage
and legal fees, if any.

     Suspension of this offering. We may suspend the use of this prospectus if
we learn of any event that causes this prospectus to include an untrue statement
of a material fact or to omit to state a material fact required to be stated in
the prospectus or necessary to make the statements in the prospectus not
misleading in the light of the circumstances them existing. If this type of
event occurs, a prospectus supplement or post-effective amendment, if required,
will be distributed to each selling stockholder.

                                 LEGAL MATTERS

     The validity of the common stock being offered hereby will be passed upon
for us by Latham & Watkins, Menlo Park, California. Certain Latham & Watkins
attorneys hold shares of our common stock. These shares represent less than 0.1%
of our outstanding common stock.

                                    EXPERTS

     The financial statements of NorthPoint Communications, Inc. as of December
31, 1997 and 1998, for the period from May 16, 1997 (date of inception) to
December 31, 1997, and for the year ended December 31, 1998, incorporated by
reference in this prospectus from our registration statement on Form S-1 (File
No. 333-73065) have been so incorporated by reference in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, which such report is
incorporated by reference, given on the authority of said firm as experts in
auditing and accounting.

                                       19
WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Commission a Registration Statement on Form S-8
under the Securities Act with respect to the shares of common stock offered by
this prospectus. A copy of any document incorporated by reference in the
registration statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the registration statement incorporates)
will be provided by us without charge to any person (including any beneficial
owner) to whom this prospectus has been delivered upon the oral or written
request of such person. Such requests should be directed to NorthPoint
Communications Group, Inc., 222 Sutter Street, San Francisco, California 94108.
Our telephone number is (415) 403-4003.

     We are also subject to the informational requirements of the Exchange Act
and are required to file annual and quarterly reports, proxy statements and
other information with the Commission. You can inspect and copy reports and
other information filed by us with the Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also
obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0300. The Commission also maintains an Internet site at
http:\\www.sec.gov that contains reports, proxy and information statements
regarding issuers, including us, that file electronically with the Commission.

     You should only rely on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of this prospectus.

     The following documents which we filed with the Commission are incorporated
by reference into this prospectus:

         (a)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
     of 1934, as amended (the "Exchange Act").

         (b)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     June 30, 1999, filed pursuant to Section 13 of the Exchange Act.

         (c)  The description of Common Stock contained in our registration
     statement on Form 8-A (File No. 0-29828) filed with the Commission on April
     1, 1999 pursuant to Section 12 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any subsequent amendment or report
     filed for the purpose of amending such description.

         (d)  Our prospectus filed with the Commission under Rule 424(b) under
     the Securities Act, in connection with Registration Statement No. 333-74065
     filed with the Commission on February 26, 1999, as amended by filings on
     March 31, 1999, April 19, 1999, April 28, 1999, May 4, 1999 and May 5,
     1999.

     In addition, all documents which we file pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this prospectus and prior to
the termination of this offering, shall be deemed to be incorporated by
reference herein and to be a part of this prospectus from the date of the 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 prospectus to the extent that a statement
contained in this prospectus, or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this prospectus,
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 prospectus.

                                       20
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              ---------------------------------------

     The following documents which we filed with the Commission are incorporated
by reference into this registration statement:

         (a)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
     of 1934, as amended (the "Exchange Act").

         (b)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
     June 30, 1999, filed pursuant to Section 13 of the Exchange Act.

         (c)  The description of Common Stock contained in our registration
     statement on Form 8-A (File No. 0-29828) filed with the Commission on April
     1, 1999 pursuant to Section 12 of the Exchange Act, including any
     subsequent amendment or report filed for the purpose of amending such
     description.

         (d)  Our prospectus filed with the Commission under Rule 424(b) under
     the Securities Act, in connection with Registration Statement No. 333-74065
     filed with the Commission on February 26, 1999, as amended by filings on
     March 31, 1999, April 19, 1999, April 28, 1999, May 4, 1999 and May 5,
     1999.

         (e)  In addition, all documents which we file 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 hereby have been sold
     or which deregisters all securities then remaining unsold, shall be deemed
     to be incorporated by reference herein and to be a part of this
     registration statement from the date of the 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 in this registration statement, or in any other subsequently
     filed document which also is or is deemed to be incorporated by reference
     in this registration statement, 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.
              --------------------------------------

     The validity of the issuance of the shares of Common Stock described herein
has been passed upon for us by Latham & Watkins, San Francisco, California.
Certain Latham & Watkins attorneys hold shares of our Common Stock.

     Item 6.  Indemnification of Directors and Officers.
              -----------------------------------------

     Article VII of our Third Amended and Restated Certificate of Incorporation
provides that to the fullest extent permitted by the Delaware General
Corporation Law ("Delaware Law"), as it now exists or as it may be amended in
the future, a director of our company shall not be personally liable to us or
our stockholders for monetary damages for breach of fiduciary duty as a
director. Under current Delaware Law, liability of a director may not be limited
(i) for any breach of the director's duty of loyalty to our company or our
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, and (iv)
for any transaction from which the director derives an improper personal
benefit. The effect of the provision of our Third Amended and Restated
Certificate of

                                       21
Incorporation is to eliminate our rights and the rights of our stockholders
(through stockholders' derivative suits on behalf of us) to recover monetary
damages against a director for breach of the fiduciary duty of care as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate our rights or the rights of any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, our Third
Amended and Restated Certificate of Incorporation provides that we shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer of our company or any predecessor of our company, or
serves or served at any other enterprise as a director or officer at our
request.

     We have also entered into indemnification agreements with each of our
directors and executive officers, which also provide for indemnification against
certain liabilities, including certain liabilities under the Securities Act. We
currently maintain directors' and officers' liability insurance. The policy
insures directors and officers for liabilities incurred in connection with or on
behalf of us, except for losses incurred on account of certain specified
liabilities, including losses from matters which may be deemed uninsurable under
the law pursuant to which this policy shall be construed.

     Item 7.  Exemption from Registration Claimed.
              -----------------------------------

     The securities that are to be reoffered or resold pursuant to this
registration statement were issued by us or by NorthPoint Communications, Inc.
pursuant to the 1999 Plan or the 1997 Plan, respectively, in transactions that
were exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereto and or Rule 701 thereunder.

     Item 8.  Exhibits.
              --------

     The following are the exhibits required by Item 601 of Regulation S-K:
Exhibit
Number
-------
5.1               Opinion of Latham & Watkins.
10.2*             NorthPoint Communications, Inc. 1997 Stock Option Plan.
10.20**           Amended and Restated 1999 Stock Plan of NorthPoint Communications Group, Inc.
23.1              Consent of Latham & Watkins (included in Exhibit 5.1).
23.2              Consent of PricewaterhouseCoopers LLP.
24.1              Power of Attorney (included on page 24 of this registration statement).
---------------------
*    Incorporated by reference to Exhibit 10.2 to the registrant's registration
     statement on Form S-1 (File No. 333-73065 filed on February 26, 1999.

**   Incorporated by reference to Exhibit 10.20 of Amendment No. 4 to the
     registrant's registration statement on Form S-1 (File No. 333-73065) filed
     on May 4, 1999.

     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 this registration

                                       22
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 the registration statement
         or any material change to such information in the registration
         statement;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, 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 Exchange Act that are incorporated by reference 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 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 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.

                                       23
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
NorthPoint Communications Group, Inc., a Delaware corporation, 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 this 5th day of August, 1999.

                                    NorthPoint Communications Group, Inc.

                                    By:  /s/ Michael W. Malaga
                                        ----------------------------------
                                        Michael W. Malaga
                                        Chairman of the Board and
                                        Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Michael W. Malaga and Henry P.
Huff, with full power of substitution and resubstitutions and full power to act
without the other, his or her true and lawful attorneys-in-fact and agents to
act for him or her in his or her name, place or stead, in any and all
capacities, to sign any amendments to this registration statement on Form S-8
(including post-effective amendments) and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                            Title                                 Date
                       ---------                            -----                                 ----
/s/ Michael W. Malaga             Chairman of the Board and Chief           August 5, 1999
-----------------------------------------------    Executive Officer (Principal Executive
                   Michael W. Malaga               Officer)

                   /s/ Henry P. Huff               Chief Financial Officer                   August 5, 1999
-----------------------------------------------    (Principal Financial and Accounting
                     Henry P. Huff                 Officer)

                  /s/ Robert K. Dahl               Director                                  August 5, 1999
-----------------------------------------------
                    Robert K. Dahl

              /s/ Michael J. Fitzpatrick           Director                                  August 5, 1999
-----------------------------------------------
                Michael J. Fitzpatrick

                   /s/ Reed H. Hundt               Director                                  August 5, 1999
-----------------------------------------------
                     Reed H. Hundt

                /s/ Andrew S. Rachleff             Director                                  August 5, 1999
-----------------------------------------------
                  Andrew S. Rachleff

                 /s/ Dino J. Vendetti              Director                                  August 5, 1999
-----------------------------------------------
                   Dino J. Vendetti
24
Signature                            Title                                 Date
                       ---------                            -----                                 ----
/s/ J. Peter Wagner              Director                                  August 5, 1999
-----------------------------------------------
                    J. Peter Wagner

                  /s/ Frank D. Yeary               Director                                  August 5, 1999
-----------------------------------------------
                    Frank D. Yeary
25
INDEX TO EXHIBITS
Exhibit
Number
-------
5.1               Opinion of Latham & Watkins.
10.2*             NorthPoint Communications, Inc. 1997 Stock Option Plan.
10.20**           Amended and Restated 1999 Stock Plan of NorthPoint Communications Group, Inc.
23.1              Consent of Latham & Watkins (included in Exhibit 5.1).
23.2              Consent of PricewaterhouseCoopers LLP.
24.1              Power of Attorney (included on page 24 of this registration statement).
------------------------
*    Incorporated by reference to Exhibit 10.2 to the registrant's registration
     statement on Form S-1 (File No. 333-73065 filed on February 26, 1999.

**   Incorporated by reference to Exhibit 10.20 of Amendment No. 4 to the
     registrant's registration statement on Form S-1 (File No. 333-73065) filed
     on May 4, 1999.

                                       26