As filed with the Securities and Exchange Commission on September 8, 2005

                                               Registration No. 333-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                INTERLAND, INC.
             (Exact name of registrant as specified in its charter)

          MINNESOTA                                      41-1404301
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

         303 PEACHTREE CENTER AVENUE, SUITE 500, ATLANTA, GEORGIA 30303
          (Address of principal executive offices, including zip code)

                   INTERLAND, INC. 2005 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                               JEFFREY M. STIBEL
                            CHIEF EXECUTIVE OFFICER
                     303 PEACHTREE CENTER AVENUE, SUITE 500
                             ATLANTA, GEORGIA 30303
                    (Name and Address of Agent for Service)
                                 (404) 260-2477
         (Telephone Number, Including Area code, of Agent for Service)

                          COPIES OF COMMUNICATIONS TO:

                            T. CLARK FITZGERALD III
                           ARNALL GOLDEN GREGORY LLP
                         171 17TH STREET NW, SUITE 2100
                             ATLANTA, GEORGIA 30363
                           TELEPHONE: (404) 873-8622
                           FACSIMILE: (404) 873-8623

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S><C>                       <C>                    <C>                 <C>                   <C>

                                                    Proposed Maximum     Proposed Maximum
  Title of Securities to       Amount to be          Offering Price     Aggregate Offering         Amount of
      be Registered             Registered            Per Share (3)     Price Per Share (3)   Registration Fee (3)
-------------------------  --------------------- --------------------- --------------------- ---------------------
Common Stock, par value      1,200,000 (1) (2)          $2.48               $2,976,000             $350.28
per share $.001
</TABLE>

(1)  This  Registration  Statement  also  covers such  indeterminable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of the 2005 Equity Incentive Plan (the "Plan").

(2)  Representing  additional  shares  to be  issued  by  Interland,  Inc.  (the
     "Registrant") in connection with the Plan.

(3)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule  457(h)(1)  under  the  Securities  Act of 1933,  as  amended  (the
     "Securities  Act"),  based on 1,200,000  shares reserved for issuance at an
     estimated  price of $2.48 per share,  representing  the average of the high
     and low  prices  of the  common  stock on the  NASDAQ  National  Market  on
     September 1, 2005.


<PAGE>


                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Except to the  extent  modified  or  superseded  by  information  contained
herein,  the  following   documents  we  have  filed  with  the  Commission  are
incorporated into this prospectus by reference:

(1)  The  Registrant's  annual  report on Form 10-K for the  fiscal  year  ended
     August 31, 2004,  filed  November  15, 2004,  as amended by its Form 10-K/A
     filed on December 27, 2004;

(2)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
     November 30, 2004, filed on December 27, 2004;

(3)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
     February 28, 2005, filed on April 4, 2005;

(4)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
     May 31, 2005, filed on July 6, 2005;

(5)  The Registrant's current report on Form 8-K filed on November 15, 2004;

(6)  The Registrant's current report on Form 8-K filed on December 27, 2004;

(7)  The Registrant's current report on Form 8-K filed on April 4, 2005;

(8)  The Registrant's current report on Form 8-K filed on April 8, 2005;

(9)  The Registrant's current report on Form 8-K filed on April 19, 2005;

(10) The Registrant's current report on Form 8-K filed on May 11, 2005;

(11) The Registrant's current report on Form 8-K filed on May 31, 2005;

(12) The Registrant's current report on Form 8-K filed on June 13, 2005;

(13) The Registrant's current report on Form 8-K filed on July 6, 2005;

(14) The Registrant's current report on Form 8-K filed on August 3, 2005;

(15) The Registrant's current report on Form 8-K filed on August 11, 2005;

(16) The Registrant's  current report on Form 8-K filed on September 6, 2005, as
     amended by Form 8-K/A filed on September 7, 2005; and

(17) The  description  of  the  Registrant's   common  stock  contained  in  the
     Registrant's  Registration  Statement on Form S-4 (SEC File No. 333-104612)
     filed with the Commission on May 20, 2003, as set forth in  "Description of
     Capital Stock" in the Prospectus filed as part of that Form S-4.

     All documents filed by the Registrant  pursuant to Sections 13, 14 or 15(d)
of the Exchange Act subsequent to the date of this registration  statement,  and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
shares  offered  hereby  have been sold or which  deregisters  all  shares  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part  hereof  from the date of filing  such
documents.  Any  statement  contained  in  the  Prospectus,   this  registration
statement  or  in a  document  incorporated  or  deemed  to be  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
the  Prospectus and this  registration  statement to the extent that a statement
contained in any  subsequently  filed  document  that also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of the  Prospectus  or this  registration
statement.


                                      2
<PAGE>


ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION     OF     DIRECTORS     AND     OFFICERS.

     Unless prohibited or limited in a corporation's articles or bylaws, Section
302A.521 of the Minnesota Business Corporation Act requires indemnification of a
person made or  threatened  to be made a party to a proceeding  by reason of the
former  or  present  official  capacity  of  such  person,   against  judgments,
penalties, fines, settlements and reasonable expenses (including attorney's fees
and  disbursements)  incurred by such person in connection  with a threatened or
pending  proceeding  if the  person  (1) has not  been  indemnified  by  another
organization  or employee  benefit  plan for the same  judgments,  penalties  or
fines;  (2) acted in good faith;  (3) received no improper  personal benefit and
statutory procedure has been followed in the case of any conflict of interest by
a director; (4) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful;  and (5) reasonably believed the conduct to be
in the best  interests  of the company or, in the case of conduct  occurring  in
such person's official capacity for another  organization,  reasonably  believed
the conduct was not opposed to the best  interests of the company.  "Proceeding"
means a  threatened,  pending  or  completed  civil,  criminal,  administrative,
arbitration or investigative  proceeding,  including a derivative  action in our
name.

     As permitted  by the  Minnesota  Business  Corporation  Act, the  Company's
articles of  incorporation  provide that each  director  shall not be personally
liable to it or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of loyalty to the Company or its  stockholders;  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law;  (iii) under  Sections  302A.559  (regarding  liability of directors for
illegal distributions) or 80A.23 (regarding the sale of unregistered  securities
and fraud in connection with the sale of securities) of the Minnesota  Statutes;
(iv) for any transaction  from which the director  derived an improper  personal
benefit;  or (v) for any act or  omission  occurring  prior to the date when the
provision in the articles became effective.

     As permitted  by the  Minnesota  Business  Corporation  Act, the  Company's
bylaws  provide  that the  Company  shall  indemnify  any  director,  officer or
employee  made or threatened to be made a party to a proceeding by reason of the
former  or  present  official  capacity  of the  person in  accordance  with the
Minnesota Business Corporation Act.

     In addition,  Section  302A.521,  subdivision 3 of the  Minnesota  Business
Corporation  Act requires the Company to pay  reasonable  expenses in advance of
final  disposition of the proceeding in certain  instances unless limited by the
articles  of  incorporation  or bylaws of the  company.  Neither  the  Company's
articles  of  incorporation   nor  its  bylaws  impose  any  limitation  on  the
advancement of expenses if the statutory provisions are met.

     The  Company has agreed with Mr.  Joel  Kocher,  a director  and the former
Chairman of the Board and Chief Executive Officer of the Company,  that, subject
to certain exceptions,  to the extent he elects to employ separate counsel,  the
Company will pay 50% of any reasonable  attorneys' fees of such counsel that may
be incurred in the future in  connection  with pending  litigation  in which the
Company and Mr. Kocher are  co-defendants,  up to an annual  maximum of $60,000.
Mr. Kocher is also entitled to  reimbursement of any such amounts incurred prior
to the  effective  date of this  arrangement  in August 2005, up to a maximum of
$12,800.  Any such  amount will be set off against the $60,000 cap for the first
year.  The  Company  has been  paying for joint  counsel for the Company and Mr.
Kocher in this matter,  and will continue to pay for that counsel in the defense
of the Company.

     The Company has entered into indemnification agreements with Mr. Kocher and
Mr. Crecine, who are directors,  to give them additional  contractual assurances
regarding the scope of the  indemnification  set forth in the Company's articles
of incorporation and bylaws and to provide additional procedural protections.

     We have obtained  directors' and officers'  liability  insurance with a per
claim  and  annual  aggregate  coverage  limit  of  $30  million,   including  a
reimbursement policy in favor of us.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                       3
<PAGE>

ITEM 8. EXHIBITS.

Exhibit No. Description

3.01     Unofficial Restated Articles of Incorporation of Registrant (as amended
         through  April 24,  2002)  (incorporated  by  reference to Exhibit 3.01
         to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
         May 31, 2002).

3.01(b)  Articles of  Amendment to  Articles  of  Incorporation  of   Registrant
         (incorporated  by reference  to Exhibit 3.01 to the Registrant's Annual
         Report on Form 10-K for the year ended August 31, 2003).

3.02     Unofficial Restated Bylaws of the Registrant (as amended through August
         6, 2001) (incorporated by reference to Exhibit 3.02 to the Registrant's
         Quarterly Report on Form 10-Q for the quarter ended May 31, 2002).

4.01     Interland, Inc. 2005 Equity Incentive Plan (incorporated  by  reference
         to Exhibit 10.2 to Registrant's Form 8-K filed September 6, 2005.)

4.02     Form  of Notice of Grant to be issued under the 2005 Equity  Incentive
         Plan (incorporated by reference to Exhibit 10.3 to  Registrant's  Form
         8-K filed September 6, 2005.)

5.01*    Opinion of Arnall Golden Gregory LLP

23.01*   Consent of  PricewaterhouseCoopers  LLP, Independent Registered Public
         Accounting Firm

23.02*   Consent of Arnall Golden Gregory LLP (contained in Exhibit 5.01)

24.01*   Power of Attorney (included on signature page)
------------
*Filed herewith


ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 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, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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.

                                       4
<PAGE>

     (3) To remove from the registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     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 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.

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



                                       5
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Atlanta  and  State of  Georgia,  on the 8th day of
September, 2005.

                                             INTERLAND, INC.



                                             /s/ Jeffrey M. Stibel
                                             -----------------------------
                                             Jeffrey M. Stibel
                                             Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL BY THESE  PRESENTS,  that  each of the  undersigned  officers  and
directors of Interland,  Inc. hereby constitutes and appoints Jeffrey M. Stibel,
Allen L. Shulman and Jonathan B. Wilson, or any one of them, his or her true and
lawful  attorney-in-fact and agent, with full power of substitution,  for him or
her and on his or her behalf and in his or her name, place and stead, in any and
all capacities, to sign, execute and file any and all documents relating to this
Registration  Statement,   including  any  and  all  amendments,   exhibits  and
supplements  thereto and including any Registration  Statement filed pursuant to
Rule  462(b)  of the  Securities  Act of 1933,  with any  regulatory  authority,
granting  unto said attorney 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
in order to  effectuate  the same as fully to all  intents  and  purposes  as he
himself or she herself might or could do if personally present, hereby ratifying
and  confirming  all  that  said  attorney-in-fact  and  agent,  or  his  or her
substitute, may lawfully do or cause to be done.

     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/ Jeffrey M. Stibel       Chief Executive Officer       September 8, 2005
-----------------------     and Director
Jeffrey M. Stibel

/s/ Juan G. Troncoso        Chief Financial Officer       September 8, 2005
-----------------------     (Principal Financial and
Juan G. Troncoso            Accounting Officer)

                            Chairman of the Board         September 8, 2005
-----------------------
Seymour Holtzmann

/s/ John B. Balousek        Director                      September 8, 2005
-----------------------
John B. Balousek

/s/ John Patrick Crecine    Director                      September 8, 2005
-----------------------
John Patrick Crecine

                            Director                      September 8, 2005
-----------------------
Efrem Gerzberg

/s/ Alex Kazerani           Director                      September 8, 2005
-----------------------
Alex Kazerani

/s/ Joel J. Kocher          Director                      September 8, 2005
-----------------------
Joel J. Kocher

/s/ Robert Lee              Director                      September 8, 2005
-----------------------
Robert Lee

/s/ Robert T. Slezak        Director                      September 8, 2005
-----------------------
Robert T. Slezak


                                       6
<PAGE>


                                  EXHIBIT INDEX

Exhibit
   No.    Description
--------  -----------

3.01      Unofficial  Restated  Articles  of  Incorporation  of  Registrant  (as
          amended through April 24, 2002)  (incorporated by reference to Exhibit
          3.01 to the Registrant's Quarterly Report on Form 10-Q for the quarter
          ended May 31, 2002).

3.01(b)   Articles  of  Amendment  to Articles of  Incorporation  of  Registrant
          (incorporated by reference to Exhibit 3.01 to the Registrant's  Annual
          Report on Form 10-K for the year ended August 31, 2003).

3.02      Unofficial  Restated  Bylaws of the  Registrant  (as  amended  through
          August 6, 2001)  (incorporated  by  reference  to Exhibit  3.02 to the
          Registrant's  Quarterly  Report on Form 10-Q for the quarter ended May
          31, 2002).

4.01      Interland,  Inc. 2005 Equity Incentive Plan (incorporated by reference
          to Exhibit 10.2 to Registrant's Form 8-K filed September 6, 2005).

4.02      Form of Notice of Grant to be issued  under the 2005 Equity  Incentive
          Plan  (incorporated by reference to Exhibit 10.3 to Registrant's  Form
          8-K filed September 6, 2005.)

5.01*     Opinion of Arnall Golden Gregory LLP

3.01*     Consent of  PricewaterhouseCoopers  LLP, Independent Registered Public
          Accounting Firm

23.02*    Consent of Arnall Golden Gregory LLP (contained in Exhibit 5.01)

24.01*    Power of Attorney (included on signature page)

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


                                       7
[{"type": "S-8", "sequence": "1", "filename": "interlands82005905.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22954}]
{"company-data": {"conformed-name": "INTERLAND INC /MN/", "cik": "0000854460", "assigned-sic": "3571", "irs-number": "411404301", "state-of-incorporation": "MN", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128180", "film-number": "051075694"}, "business-address": {"street1": "303 PEACHTREE CENTER AVENUE", "street2": "SUITE 500", "city": "ATLANTA", "state": "GA", "zip": "30303", "phone": "404-720-8301"}, "mail-address": {"street1": "303 PEACHTREE CENTER AVENUE", "street2": "SUITE 500", "city": "ATLANTA", "state": "GA", "zip": "30303"}, "former-company": [{"former-conformed-name": "MICRON ELECTRONICS INC", "date-changed": "19950417"}, {"former-conformed-name": "ZEOS INTERNATIONAL LTD", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on September 8, 2005

                                               Registration No. 333-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                INTERLAND, INC.
             (Exact name of registrant as specified in its charter)

          MINNESOTA                                      41-1404301
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

         303 PEACHTREE CENTER AVENUE, SUITE 500, ATLANTA, GEORGIA 30303
          (Address of principal executive offices, including zip code)

                   INTERLAND, INC. 2005 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                               JEFFREY M. STIBEL
                            CHIEF EXECUTIVE OFFICER
                     303 PEACHTREE CENTER AVENUE, SUITE 500
                             ATLANTA, GEORGIA 30303
                    (Name and Address of Agent for Service)
                                 (404) 260-2477
         (Telephone Number, Including Area code, of Agent for Service)

                          COPIES OF COMMUNICATIONS TO:

                            T. CLARK FITZGERALD III
                           ARNALL GOLDEN GREGORY LLP
                         171 17TH STREET NW, SUITE 2100
                             ATLANTA, GEORGIA 30363
                           TELEPHONE: (404) 873-8622
                           FACSIMILE: (404) 873-8623

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum
  Title of Securities to       Amount to be          Offering Price     Aggregate Offering         Amount of
      be Registered             Registered            Per Share (3)     Price Per Share (3)   Registration Fee (3)
-------------------------  --------------------- --------------------- --------------------- ---------------------
Common Stock, par value      1,200,000 (1) (2)          $2.48               $2,976,000             $350.28
per share $.001
(1)  This  Registration  Statement  also  covers such  indeterminable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of the 2005 Equity Incentive Plan (the "Plan").

(2)  Representing  additional  shares  to be  issued  by  Interland,  Inc.  (the
     "Registrant") in connection with the Plan.

(3)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule  457(h)(1)  under  the  Securities  Act of 1933,  as  amended  (the
     "Securities  Act"),  based on 1,200,000  shares reserved for issuance at an
     estimated  price of $2.48 per share,  representing  the average of the high
     and low  prices  of the  common  stock on the  NASDAQ  National  Market  on
     September 1, 2005.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Except to the  extent  modified  or  superseded  by  information  contained
herein,  the  following   documents  we  have  filed  with  the  Commission  are
incorporated into this prospectus by reference:

(1)  The  Registrant's  annual  report on Form 10-K for the  fiscal  year  ended
     August 31, 2004,  filed  November  15, 2004,  as amended by its Form 10-K/A
     filed on December 27, 2004;

(2)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
     November 30, 2004, filed on December 27, 2004;

(3)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
     February 28, 2005, filed on April 4, 2005;

(4)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
     May 31, 2005, filed on July 6, 2005;

(5)  The Registrant's current report on Form 8-K filed on November 15, 2004;

(6)  The Registrant's current report on Form 8-K filed on December 27, 2004;

(7)  The Registrant's current report on Form 8-K filed on April 4, 2005;

(8)  The Registrant's current report on Form 8-K filed on April 8, 2005;

(9)  The Registrant's current report on Form 8-K filed on April 19, 2005;

(10) The Registrant's current report on Form 8-K filed on May 11, 2005;

(11) The Registrant's current report on Form 8-K filed on May 31, 2005;

(12) The Registrant's current report on Form 8-K filed on June 13, 2005;

(13) The Registrant's current report on Form 8-K filed on July 6, 2005;

(14) The Registrant's current report on Form 8-K filed on August 3, 2005;

(15) The Registrant's current report on Form 8-K filed on August 11, 2005;

(16) The Registrant's  current report on Form 8-K filed on September 6, 2005, as
     amended by Form 8-K/A filed on September 7, 2005; and

(17) The  description  of  the  Registrant's   common  stock  contained  in  the
     Registrant's  Registration  Statement on Form S-4 (SEC File No. 333-104612)
     filed with the Commission on May 20, 2003, as set forth in  "Description of
     Capital Stock" in the Prospectus filed as part of that Form S-4.

     All documents filed by the Registrant  pursuant to Sections 13, 14 or 15(d)
of the Exchange Act subsequent to the date of this registration  statement,  and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
shares  offered  hereby  have been sold or which  deregisters  all  shares  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part  hereof  from the date of filing  such
documents.  Any  statement  contained  in  the  Prospectus,   this  registration
statement  or  in a  document  incorporated  or  deemed  to be  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
the  Prospectus and this  registration  statement to the extent that a statement
contained in any  subsequently  filed  document  that also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of the  Prospectus  or this  registration
statement.

                                      2
ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION     OF     DIRECTORS     AND     OFFICERS.

     Unless prohibited or limited in a corporation's articles or bylaws, Section
302A.521 of the Minnesota Business Corporation Act requires indemnification of a
person made or  threatened  to be made a party to a proceeding  by reason of the
former  or  present  official  capacity  of  such  person,   against  judgments,
penalties, fines, settlements and reasonable expenses (including attorney's fees
and  disbursements)  incurred by such person in connection  with a threatened or
pending  proceeding  if the  person  (1) has not  been  indemnified  by  another
organization  or employee  benefit  plan for the same  judgments,  penalties  or
fines;  (2) acted in good faith;  (3) received no improper  personal benefit and
statutory procedure has been followed in the case of any conflict of interest by
a director; (4) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful;  and (5) reasonably believed the conduct to be
in the best  interests  of the company or, in the case of conduct  occurring  in
such person's official capacity for another  organization,  reasonably  believed
the conduct was not opposed to the best  interests of the company.  "Proceeding"
means a  threatened,  pending  or  completed  civil,  criminal,  administrative,
arbitration or investigative  proceeding,  including a derivative  action in our
name.

     As permitted  by the  Minnesota  Business  Corporation  Act, the  Company's
articles of  incorporation  provide that each  director  shall not be personally
liable to it or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of loyalty to the Company or its  stockholders;  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law;  (iii) under  Sections  302A.559  (regarding  liability of directors for
illegal distributions) or 80A.23 (regarding the sale of unregistered  securities
and fraud in connection with the sale of securities) of the Minnesota  Statutes;
(iv) for any transaction  from which the director  derived an improper  personal
benefit;  or (v) for any act or  omission  occurring  prior to the date when the
provision in the articles became effective.

     As permitted  by the  Minnesota  Business  Corporation  Act, the  Company's
bylaws  provide  that the  Company  shall  indemnify  any  director,  officer or
employee  made or threatened to be made a party to a proceeding by reason of the
former  or  present  official  capacity  of the  person in  accordance  with the
Minnesota Business Corporation Act.

     In addition,  Section  302A.521,  subdivision 3 of the  Minnesota  Business
Corporation  Act requires the Company to pay  reasonable  expenses in advance of
final  disposition of the proceeding in certain  instances unless limited by the
articles  of  incorporation  or bylaws of the  company.  Neither  the  Company's
articles  of  incorporation   nor  its  bylaws  impose  any  limitation  on  the
advancement of expenses if the statutory provisions are met.

     The  Company has agreed with Mr.  Joel  Kocher,  a director  and the former
Chairman of the Board and Chief Executive Officer of the Company,  that, subject
to certain exceptions,  to the extent he elects to employ separate counsel,  the
Company will pay 50% of any reasonable  attorneys' fees of such counsel that may
be incurred in the future in  connection  with pending  litigation  in which the
Company and Mr. Kocher are  co-defendants,  up to an annual  maximum of $60,000.
Mr. Kocher is also entitled to  reimbursement of any such amounts incurred prior
to the  effective  date of this  arrangement  in August 2005, up to a maximum of
$12,800.  Any such  amount will be set off against the $60,000 cap for the first
year.  The  Company  has been  paying for joint  counsel for the Company and Mr.
Kocher in this matter,  and will continue to pay for that counsel in the defense
of the Company.

     The Company has entered into indemnification agreements with Mr. Kocher and
Mr. Crecine, who are directors,  to give them additional  contractual assurances
regarding the scope of the  indemnification  set forth in the Company's articles
of incorporation and bylaws and to provide additional procedural protections.

     We have obtained  directors' and officers'  liability  insurance with a per
claim  and  annual  aggregate  coverage  limit  of  $30  million,   including  a
reimbursement policy in favor of us.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                       3
ITEM 8. EXHIBITS.

Exhibit No. Description

3.01     Unofficial Restated Articles of Incorporation of Registrant (as amended
         through  April 24,  2002)  (incorporated  by  reference to Exhibit 3.01
         to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
         May 31, 2002).

3.01(b)  Articles of  Amendment to  Articles  of  Incorporation  of   Registrant
         (incorporated  by reference  to Exhibit 3.01 to the Registrant's Annual
         Report on Form 10-K for the year ended August 31, 2003).

3.02     Unofficial Restated Bylaws of the Registrant (as amended through August
         6, 2001) (incorporated by reference to Exhibit 3.02 to the Registrant's
         Quarterly Report on Form 10-Q for the quarter ended May 31, 2002).

4.01     Interland, Inc. 2005 Equity Incentive Plan (incorporated  by  reference
         to Exhibit 10.2 to Registrant's Form 8-K filed September 6, 2005.)

4.02     Form  of Notice of Grant to be issued under the 2005 Equity  Incentive
         Plan (incorporated by reference to Exhibit 10.3 to  Registrant's  Form
         8-K filed September 6, 2005.)

5.01*    Opinion of Arnall Golden Gregory LLP

23.01*   Consent of  PricewaterhouseCoopers  LLP, Independent Registered Public
         Accounting Firm

23.02*   Consent of Arnall Golden Gregory LLP (contained in Exhibit 5.01)

24.01*   Power of Attorney (included on signature page)
------------
*Filed herewith

ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 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, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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.

                                       4
(3) To remove from the registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     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 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.

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

                                       5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Atlanta  and  State of  Georgia,  on the 8th day of
September, 2005.

                                             INTERLAND, INC.

                                             /s/ Jeffrey M. Stibel
                                             -----------------------------
                                             Jeffrey M. Stibel
                                             Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL BY THESE  PRESENTS,  that  each of the  undersigned  officers  and
directors of Interland,  Inc. hereby constitutes and appoints Jeffrey M. Stibel,
Allen L. Shulman and Jonathan B. Wilson, or any one of them, his or her true and
lawful  attorney-in-fact and agent, with full power of substitution,  for him or
her and on his or her behalf and in his or her name, place and stead, in any and
all capacities, to sign, execute and file any and all documents relating to this
Registration  Statement,   including  any  and  all  amendments,   exhibits  and
supplements  thereto and including any Registration  Statement filed pursuant to
Rule  462(b)  of the  Securities  Act of 1933,  with any  regulatory  authority,
granting  unto said attorney 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
in order to  effectuate  the same as fully to all  intents  and  purposes  as he
himself or she herself might or could do if personally present, hereby ratifying
and  confirming  all  that  said  attorney-in-fact  and  agent,  or  his  or her
substitute, may lawfully do or cause to be done.

     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/ Jeffrey M. Stibel       Chief Executive Officer       September 8, 2005
-----------------------     and Director
Jeffrey M. Stibel

/s/ Juan G. Troncoso        Chief Financial Officer       September 8, 2005
-----------------------     (Principal Financial and
Juan G. Troncoso            Accounting Officer)

                            Chairman of the Board         September 8, 2005
-----------------------
Seymour Holtzmann

/s/ John B. Balousek        Director                      September 8, 2005
-----------------------
John B. Balousek

/s/ John Patrick Crecine    Director                      September 8, 2005
-----------------------
John Patrick Crecine

                            Director                      September 8, 2005
-----------------------
Efrem Gerzberg

/s/ Alex Kazerani           Director                      September 8, 2005
-----------------------
Alex Kazerani

/s/ Joel J. Kocher          Director                      September 8, 2005
-----------------------
Joel J. Kocher

/s/ Robert Lee              Director                      September 8, 2005
-----------------------
Robert Lee

/s/ Robert T. Slezak        Director                      September 8, 2005
-----------------------
Robert T. Slezak

                                       6
EXHIBIT INDEX

Exhibit
   No.    Description
--------  -----------

3.01      Unofficial  Restated  Articles  of  Incorporation  of  Registrant  (as
          amended through April 24, 2002)  (incorporated by reference to Exhibit
          3.01 to the Registrant's Quarterly Report on Form 10-Q for the quarter
          ended May 31, 2002).

3.01(b)   Articles  of  Amendment  to Articles of  Incorporation  of  Registrant
          (incorporated by reference to Exhibit 3.01 to the Registrant's  Annual
          Report on Form 10-K for the year ended August 31, 2003).

3.02      Unofficial  Restated  Bylaws of the  Registrant  (as  amended  through
          August 6, 2001)  (incorporated  by  reference  to Exhibit  3.02 to the
          Registrant's  Quarterly  Report on Form 10-Q for the quarter ended May
          31, 2002).

4.01      Interland,  Inc. 2005 Equity Incentive Plan (incorporated by reference
          to Exhibit 10.2 to Registrant's Form 8-K filed September 6, 2005).

4.02      Form of Notice of Grant to be issued  under the 2005 Equity  Incentive
          Plan  (incorporated by reference to Exhibit 10.3 to Registrant's  Form
          8-K filed September 6, 2005.)

5.01*     Opinion of Arnall Golden Gregory LLP

3.01*     Consent of  PricewaterhouseCoopers  LLP, Independent Registered Public
          Accounting Firm

23.02*    Consent of Arnall Golden Gregory LLP (contained in Exhibit 5.01)

24.01*    Power of Attorney (included on signature page)

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

                                       7