As filed with the Securities and Exchange Commission on December 8, 2000

                                                        Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                  NETBANK, INC.
               (Exact name of issuer as specified in its charter)

        GEORGIA                                         58-2224352
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification No.)



           11475 GREAT OAKS WAY, SUITE 100, ALPHARETTA, GEORGIA 30022
          (Address of principal executive offices, including zip code)

                   NETBANK, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              -------------------
<TABLE>
<S>     <C>                                                                     <C>


        D. R. GRIMES                                                            COPY TO:
VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
        NETBANK, INC.                                                   T. CLARK FITZGERALD III, ESQ.
11475 GREAT OAKS WAY, SUITE 100                                         ARNALL GOLDEN & GREGORY, LLP
ALPHARETTA, GEORGIA 30022                                               2800 ONE ATLANTIC CENTER
(Name and address of agent for service)                                 1201 WEST PEACHTREE STREET
        (770) 343-6006                                                  ATLANTA, GEORGIA 30309-3450
(Telephone number, including area code, of                              (404) 873-8622
        agent for service)

</TABLE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

<S>                     <C>             <C>                             <C>                             <C>

-----------------------------------------------------------------------------------------------------------------------------------
Title of Securities     Amount to be     Proposed Maximum Offering       Proposed Maximum Aggregate     Amount of Registration Fee
Registered              Registered       Price Per Share (1)             Offering Price (1)             (1)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock,           500,000             $6.78125                        $3,390,625.00                  $895.13
$.01 par value
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

     (1) The offering price for such shares is estimated pursuant to Rule 457(c)
     and (h)  under the  Securities  Act of 1933,  as  amended,  solely  for the
     purpose of calculating the  registration  fee and is based upon the average
     of the high and low prices of the  NetBank's  common  stock on  December 4,
     2000 as quoted on The Nasdaq Stock Market.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  documents  filed  by  NetBank,  Inc.  ("NetBank")  with the
Securities and Exchange  Commission (the  "Commission")  hereby are incorporated
herein by reference as of their respective dates:

o    NetBank's Annual Report on Form 10-K for the year ended December 31, 1999;

o    NetBank's  Quarterly  Reports on Form 10-Q for the quarters ended March 31,
     2000, June 30, 2000 and September 30, 2000; and

o    The  description  of  NetBank's  common  stock as  contained  in  NetBank's
     Registration  Statement  on Form 8-A filed  pursuant  to  Section 12 of the
     Securities  Exchange Act (File No.  0-22361),  and any  amendment or report
     filed for the purpose of updating any such description.

     In  addition,  all  reports  and  documents  subsequently  filed by NetBank
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, 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 made a part  hereof  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 herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 14-2-851 of the Georgia  Business  Corporation Code provides that a
corporation may indemnify its directors and officers  against civil and criminal
liabilities.  Directors and officers may be indemnified against expenses if they
acted in good faith and in a manner reasonably  believed to be in or not opposed
to the best interest of the  corporation,  if they have not been adjudged liable
on the basis of the improper  receipt of a personal benefit and, with respect to
any criminal  action,  if they had no reasonable  cause to believe their conduct
was unlawful. A director or officer may be indemnified against expenses incurred
in connection  with a derivative  suit if he or she acted in good faith and in a
manner  reasonably  believed to be in or not opposed to the best interest of the
corporation,  except that no indemnification  may be made without court approval
if  such  person  was  adjudged  liable  for  negligence  or  misconduct  in the
performance of his or her duty to the corporation.  Statutory indemnification is
not  exclusive  of  any  rights  provided  by  any  bylaw,  agreement,  vote  of
shareholders or disinterested directors or otherwise.

     NetBank's bylaws contain certain indemnification  provisions providing that
directors,  officers  and  employees  or agents of NetBank  will be  indemnified
against expenses actually and reasonably incurred by them if they are successful
on the merits of a claim or proceeding. When a case or dispute is not ultimately
determined on its merits (i.e., it is settled),  the indemnification  provisions
provide that  NetBank will  indemnify  directors  when they meet the  applicable
standard of conduct.  The applicable  standard of conduct is met if the director
acted in good faith and in a manner he or she  reasonably  believed to be in, or
not opposed to, the best  interests of NetBank,  and with respect to an employee
benefit  plan,  for a purpose the  director  believed in good faith to be in the
interests of the  participants  and  beneficiaries  of the plan. The standard of
conduct with respect to any criminal action or proceeding is met if the director
had no reasonable cause to believe his or her conduct was unlawful.  Whether the
applicable  standard  of  conduct  has been met is  determined  by the  Board of
Directors, the shareholders or independent legal counsel in each specific case.

     NetBank may also provide for greater indemnification than that set forth in
the  bylaws  if  it  chooses  to  do  so,   subject  to  approval  by  NetBank's
shareholders.  NetBank  may not,  however,  indemnify a director  for  liability
arising out of  circumstances  that  constitute  exceptions  to  limitation of a
director's  liability  for monetary  damages.  NetBank may purchase and maintain
insurance on behalf of any director against any liability  asserted against such
person and incurred by him or her in any such  capacity,  whether or not NetBank
would have had the power to indemnify against such liability.


                                      II-2
<PAGE>

     In  addition,  Article X of  NetBank's  amended  and  restated  articles of
incorporation,  subject to certain exceptions, eliminates the potential personal
liability of a director for monetary  damages to NetBank and to the shareholders
of  NetBank  for a breach  of duty as a  director.  There is no  elimination  of
liability for:

o    a breach of duty  involving  appropriation  of a  business  opportunity  of
     NetBank;

o    an act or omission not in good faith or involving intentional misconduct or
     a knowing violation of law;

o    a transaction from which the director derives an improper material tangible
     personal benefit; or

o    as to any payment of a dividend or approval of a stock  repurchase  that is
     illegal under the Georgia Business Corporation Code.

     The  articles  of  incorporation  do not  eliminate  or limit  the right of
NetBank or its  shareholders to seek  injunctive or other  equitable  relief not
involving monetary damages.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons controlling NetBank pursuant
to the  foregoing  provisions,  NetBank has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.


ITEM 8. EXHIBITS

EXHIBIT
NUMBER                  DESCRIPTION

4.1     Form of Common Stock  Certificate  (Incorporated by reference to Exhibit
        4.1 to the Registration Statement on Form S-1 (File No. 333-23717)).

4.2     Rights  Agreement  dated  January 20, 2000 between  NetBank and SunTrust
        Bank  (Incorporated  by reference  to Exhibit  99.1 to the  Registration
        Statement on Form 8-A filed January 28, 2000).

5*      Opinion of Arnall Golden & Gregory, LLP

23.1*   Consent of Deloitte & Touche LLP

23.2*   Consent of Arnall Golden & Gregory, LLP (included in Exhibit 5)

24.1*   Powers of Attorney (included as part of the signature page hereto)

99.1*   NetBank, Inc. Employee Stock Purchase Plan

---------------------------
* Filed herewith.


ITEM 9. UNDERTAKINGS

     A. RULE 415 OFFERING.

     The undersigned Registrant hereby undertakes:


                                  II-3

<PAGE>


          (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
          1933 Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (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 paragraph (a)(1)(i) and (a)(1)(ii) shall
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the  Registrant  pursuant  to  Section 13 or Section
          15(d)  of the  1934 Act that  are  incorporated  by  reference  in the
          registration statement.


          (2) That, for the purpose of determining  any liability under the 1933
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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

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

     C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the  provisions  described  under Item 6 above,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


                                      II-4


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on December 7, 2000.



                                        NETBANK, INC.



                                        By:  /s/D.R. Grimes
                                        ----------------------------------------
                                                D.R. Grimes
                                                Vice Chairman and
                                                Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints D.R.  Grimes and Robert E. Bowers,  and each of
them, his or her true and lawful  attorneys-in-fact  and agents, with full power
of substitution and  resubstitution,  for him and in his or her name, place, and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents and each of them,  full power and  authority  to do and perform  each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as he or she  might or  could  do in  person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
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>

Name                                    Title                                   Date

<S>                                     <C>                                     <C>

/s/ T. Stephen Johnson
-----------------------------           Chairman of the Board                   December 8, 2000
T. Stephen Johnson

/s/ D.R. Grimes                         Vice Chairman and                       December 7, 2000
-----------------------------           Chief Executive Officer
D.R. Grimes                             (Principal Executive Officer)

/s/ Michael R. Fitzgerald               President, Chief Operating Officer      December 7, 2000
-----------------------------           and Director
Michael R. Fitzgerald

/s/ Robert E. Bowers                    Chief Financial Officer,                December 7, 2000
-----------------------------           Corporate Secretary and Director
Robert E. Bowers                        (Principal Financial Officer)

    Ward H. Clegg                       Director                                December   , 2000
------------------------------
Ward H. Clegg

/s/ Donald S. Shapleigh, Jr.            Director                                December 8, 2000
------------------------------
Donald S. Shapleigh, Jr.


                                      II-5

<PAGE>



/s/ J. Stephen Heard                    Director                                December 8, 2000
------------------------------
J. Stephen Heard

    Robin C. Kelton                     Director                                December   , 2000
------------------------------
Robin C. Kelton

/s/ Thomas H. Muller, Jr.               Director                                December 7, 2000
------------------------------
Thomas H. Muller, Jr.

    J. Joe Ricketts                     Director                                December   , 2000
------------------------------
J. Joe Ricketts

/s/ W. James Stokes                     Director                                December 7, 2000
------------------------------
W. James Stokes

    Mack I. Whittle, Jr.                Director                                December   , 2000
------------------------------
Mack I. Whittle, Jr.

/s/ Laura P. Moon                       Chief Accounting Officer                December 7, 2000
------------------------------
Laura P. Moon


</TABLE>



                                      II-6

<PAGE>

                                  EXHIBIT INDEX


Exhibit

4.1       Form of Common Stock Certificate (Incorporated by reference to Exhibit
          4.1 to the Registration Statement on Form S-1 (File No. 333-23717)).


4.2       Rights  Agreement  dated January 20, 2000 between NetBank and SunTrust
          Bank  (Incorporated  by reference to Exhibit 99.1 to the  Registration
          Statement on Form 8-A filed January 28, 2000).

  5*      Opinion of Arnall Golden & Gregory, LLP

23.1*     Consent of Deloitte & Touche LLP

23.2*     Consent of Arnall Golden & Gregory, LLP (included in Exhibit 5)

24.1*     Powers of Attorney (included as part of the signature page hereto)

99.1*     NetBank, Inc. Employee Stock Purchase Plan

---------------------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "nes81200.txt", "description": "FORM S-8", "secsgml_size_bytes": 20072}]
{"company-data": {"conformed-name": "NETBANK INC", "cik": "0001035826", "assigned-sic": "6036", "irs-number": "582224352", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51574", "film-number": "786234"}, "business-address": {"street1": "950 NORTH POINT PARKWAY", "street2": "SUITE 350", "city": "ALPHARETTA", "state": "GA", "zip": "30005", "phone": "7703924990"}, "mail-address": {"street1": "950 NORTH POINT PARKWAY", "street2": "SUITE 350", "city": "ALPHARETTA", "state": "GA", "zip": "30005"}}
As filed with the Securities and Exchange Commission on December 8, 2000

                                                        Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                  NETBANK, INC.
               (Exact name of issuer as specified in its charter)

        GEORGIA                                         58-2224352
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification No.)

           11475 GREAT OAKS WAY, SUITE 100, ALPHARETTA, GEORGIA 30022
          (Address of principal executive offices, including zip code)

                   NETBANK, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              -------------------
D. R. GRIMES                                                            COPY TO:
VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
        NETBANK, INC.                                                   T. CLARK FITZGERALD III, ESQ.
11475 GREAT OAKS WAY, SUITE 100                                         ARNALL GOLDEN & GREGORY, LLP
ALPHARETTA, GEORGIA 30022                                               2800 ONE ATLANTIC CENTER
(Name and address of agent for service)                                 1201 WEST PEACHTREE STREET
        (770) 343-6006                                                  ATLANTA, GEORGIA 30309-3450
(Telephone number, including area code, of                              (404) 873-8622
        agent for service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Title of Securities     Amount to be     Proposed Maximum Offering       Proposed Maximum Aggregate     Amount of Registration Fee
Registered              Registered       Price Per Share (1)             Offering Price (1)             (1)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock,           500,000             $6.78125                        $3,390,625.00                  $895.13
$.01 par value
-----------------------------------------------------------------------------------------------------------------------------------
(1) The offering price for such shares is estimated pursuant to Rule 457(c)
     and (h)  under the  Securities  Act of 1933,  as  amended,  solely  for the
     purpose of calculating the  registration  fee and is based upon the average
     of the high and low prices of the  NetBank's  common  stock on  December 4,
     2000 as quoted on The Nasdaq Stock Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  documents  filed  by  NetBank,  Inc.  ("NetBank")  with the
Securities and Exchange  Commission (the  "Commission")  hereby are incorporated
herein by reference as of their respective dates:

o    NetBank's Annual Report on Form 10-K for the year ended December 31, 1999;

o    NetBank's  Quarterly  Reports on Form 10-Q for the quarters ended March 31,
     2000, June 30, 2000 and September 30, 2000; and

o    The  description  of  NetBank's  common  stock as  contained  in  NetBank's
     Registration  Statement  on Form 8-A filed  pursuant  to  Section 12 of the
     Securities  Exchange Act (File No.  0-22361),  and any  amendment or report
     filed for the purpose of updating any such description.

     In  addition,  all  reports  and  documents  subsequently  filed by NetBank
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, 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 made a part  hereof  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 herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 14-2-851 of the Georgia  Business  Corporation Code provides that a
corporation may indemnify its directors and officers  against civil and criminal
liabilities.  Directors and officers may be indemnified against expenses if they
acted in good faith and in a manner reasonably  believed to be in or not opposed
to the best interest of the  corporation,  if they have not been adjudged liable
on the basis of the improper  receipt of a personal benefit and, with respect to
any criminal  action,  if they had no reasonable  cause to believe their conduct
was unlawful. A director or officer may be indemnified against expenses incurred
in connection  with a derivative  suit if he or she acted in good faith and in a
manner  reasonably  believed to be in or not opposed to the best interest of the
corporation,  except that no indemnification  may be made without court approval
if  such  person  was  adjudged  liable  for  negligence  or  misconduct  in the
performance of his or her duty to the corporation.  Statutory indemnification is
not  exclusive  of  any  rights  provided  by  any  bylaw,  agreement,  vote  of
shareholders or disinterested directors or otherwise.

     NetBank's bylaws contain certain indemnification  provisions providing that
directors,  officers  and  employees  or agents of NetBank  will be  indemnified
against expenses actually and reasonably incurred by them if they are successful
on the merits of a claim or proceeding. When a case or dispute is not ultimately
determined on its merits (i.e., it is settled),  the indemnification  provisions
provide that  NetBank will  indemnify  directors  when they meet the  applicable
standard of conduct.  The applicable  standard of conduct is met if the director
acted in good faith and in a manner he or she  reasonably  believed to be in, or
not opposed to, the best  interests of NetBank,  and with respect to an employee
benefit  plan,  for a purpose the  director  believed in good faith to be in the
interests of the  participants  and  beneficiaries  of the plan. The standard of
conduct with respect to any criminal action or proceeding is met if the director
had no reasonable cause to believe his or her conduct was unlawful.  Whether the
applicable  standard  of  conduct  has been met is  determined  by the  Board of
Directors, the shareholders or independent legal counsel in each specific case.

     NetBank may also provide for greater indemnification than that set forth in
the  bylaws  if  it  chooses  to  do  so,   subject  to  approval  by  NetBank's
shareholders.  NetBank  may not,  however,  indemnify a director  for  liability
arising out of  circumstances  that  constitute  exceptions  to  limitation of a
director's  liability  for monetary  damages.  NetBank may purchase and maintain
insurance on behalf of any director against any liability  asserted against such
person and incurred by him or her in any such  capacity,  whether or not NetBank
would have had the power to indemnify against such liability.

                                      II-2
In  addition,  Article X of  NetBank's  amended  and  restated  articles of
incorporation,  subject to certain exceptions, eliminates the potential personal
liability of a director for monetary  damages to NetBank and to the shareholders
of  NetBank  for a breach  of duty as a  director.  There is no  elimination  of
liability for:

o    a breach of duty  involving  appropriation  of a  business  opportunity  of
     NetBank;

o    an act or omission not in good faith or involving intentional misconduct or
     a knowing violation of law;

o    a transaction from which the director derives an improper material tangible
     personal benefit; or

o    as to any payment of a dividend or approval of a stock  repurchase  that is
     illegal under the Georgia Business Corporation Code.

     The  articles  of  incorporation  do not  eliminate  or limit  the right of
NetBank or its  shareholders to seek  injunctive or other  equitable  relief not
involving monetary damages.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons controlling NetBank pursuant
to the  foregoing  provisions,  NetBank has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 8. EXHIBITS

EXHIBIT
NUMBER                  DESCRIPTION

4.1     Form of Common Stock  Certificate  (Incorporated by reference to Exhibit
        4.1 to the Registration Statement on Form S-1 (File No. 333-23717)).

4.2     Rights  Agreement  dated  January 20, 2000 between  NetBank and SunTrust
        Bank  (Incorporated  by reference  to Exhibit  99.1 to the  Registration
        Statement on Form 8-A filed January 28, 2000).

5*      Opinion of Arnall Golden & Gregory, LLP

23.1*   Consent of Deloitte & Touche LLP

23.2*   Consent of Arnall Golden & Gregory, LLP (included in Exhibit 5)

24.1*   Powers of Attorney (included as part of the signature page hereto)

99.1*   NetBank, Inc. Employee Stock Purchase Plan

---------------------------
* Filed herewith.

ITEM 9. UNDERTAKINGS

     A. RULE 415 OFFERING.

     The undersigned Registrant hereby undertakes:

                                  II-3
(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
          1933 Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (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 paragraph (a)(1)(i) and (a)(1)(ii) shall
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the  Registrant  pursuant  to  Section 13 or Section
          15(d)  of the  1934 Act that  are  incorporated  by  reference  in the
          registration statement.

          (2) That, for the purpose of determining  any liability under the 1933
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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

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

     C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the  provisions  described  under Item 6 above,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on December 7, 2000.

                                        NETBANK, INC.

                                        By:  /s/D.R. Grimes
                                        ----------------------------------------
                                                D.R. Grimes
                                                Vice Chairman and
                                                Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints D.R.  Grimes and Robert E. Bowers,  and each of
them, his or her true and lawful  attorneys-in-fact  and agents, with full power
of substitution and  resubstitution,  for him and in his or her name, place, and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents and each of them,  full power and  authority  to do and perform  each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as he or she  might or  could  do in  person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
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.
Name                                    Title                                   Date
/s/ T. Stephen Johnson
-----------------------------           Chairman of the Board                   December 8, 2000
T. Stephen Johnson

/s/ D.R. Grimes                         Vice Chairman and                       December 7, 2000
-----------------------------           Chief Executive Officer
D.R. Grimes                             (Principal Executive Officer)

/s/ Michael R. Fitzgerald               President, Chief Operating Officer      December 7, 2000
-----------------------------           and Director
Michael R. Fitzgerald

/s/ Robert E. Bowers                    Chief Financial Officer,                December 7, 2000
-----------------------------           Corporate Secretary and Director
Robert E. Bowers                        (Principal Financial Officer)

    Ward H. Clegg                       Director                                December   , 2000
------------------------------
Ward H. Clegg

/s/ Donald S. Shapleigh, Jr.            Director                                December 8, 2000
------------------------------
Donald S. Shapleigh, Jr.

                                      II-5
/s/ J. Stephen Heard                    Director                                December 8, 2000
------------------------------
J. Stephen Heard

    Robin C. Kelton                     Director                                December   , 2000
------------------------------
Robin C. Kelton

/s/ Thomas H. Muller, Jr.               Director                                December 7, 2000
------------------------------
Thomas H. Muller, Jr.

    J. Joe Ricketts                     Director                                December   , 2000
------------------------------
J. Joe Ricketts

/s/ W. James Stokes                     Director                                December 7, 2000
------------------------------
W. James Stokes

    Mack I. Whittle, Jr.                Director                                December   , 2000
------------------------------
Mack I. Whittle, Jr.

/s/ Laura P. Moon                       Chief Accounting Officer                December 7, 2000
------------------------------
Laura P. Moon
II-6
EXHIBIT INDEX

Exhibit

4.1       Form of Common Stock Certificate (Incorporated by reference to Exhibit
          4.1 to the Registration Statement on Form S-1 (File No. 333-23717)).

4.2       Rights  Agreement  dated January 20, 2000 between NetBank and SunTrust
          Bank  (Incorporated  by reference to Exhibit 99.1 to the  Registration
          Statement on Form 8-A filed January 28, 2000).

  5*      Opinion of Arnall Golden & Gregory, LLP

23.1*     Consent of Deloitte & Touche LLP

23.2*     Consent of Arnall Golden & Gregory, LLP (included in Exhibit 5)

24.1*     Powers of Attorney (included as part of the signature page hereto)

99.1*     NetBank, Inc. Employee Stock Purchase Plan

---------------------------
* Filed herewith.