UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      NETWORK SYSTEMS INTERNATIONAL, INC.
          (Exact name of registrant as specified in its charter)

                 Nevada                           87-0460247
     (State or Other Jurisdiction of  (I.R.S. Employer Identification Number)
     Incorporation or Organization)

             200 North Elm Street, Greensboro, North Carolina 27401
         (Address of Principal Executive Offices, Including Zip Code)

             NETWORK SYSTEMS INTERNATIONAL, INC. AND SUBSIDIARIES
                         LONG-TERM STOCK INCENTIVE PLAN

                     NETWORK SYSTEMS INTERNATIONAL, INC.
                             STOCK OPTION AGREEMENT
                             (Full title of Plans)

                               Robbie M. Efird
              Chairman of the Board and Chief Executive Officer
                     Network Systems International, Inc.
                             200 North Elm Street
                       Greensboro, North Carolina 27401
                                (336) 271-8400
           (Name, address, including zip code and, telephone number,
                  including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

Title of                     Proposed           Proposed
Securities      Amount       Maximum            Maximum           Amount of
to be           to be        Offering           Aggregate         Registration
Registered      Registered   Price Per Share    Offering Price    Fee (1)

Common
Stock,          1,000,000    $1 and $4.00       $2,500,000        $737.50
$.00l           shares
par value


(1) Pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), based on the option
price for shares available for issuance upon exercise of
options granted pursuant to the Network Systems
International, Inc. and Subsidiaries Long-Term Stock
Incentive Plan and the Network Systems International, Inc.
Stock Option Agreement.

                                PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting the prospectus (the
"Prospectus") of Network Systems International, Inc. (the
"Registrant") with respect to this Registration Statement in
accordance with Rule 428 promulgated pursuant to the
Securities Act are kept on file at the offices of the
Registrant.  The Registrant will provide without charge to
employees, on the written or oral request of any such
person, a copy of any or all of the documents constituting
the Prospectus.  Written requests for such copies should be
directed to the Secretary, Network Systems International,
Inc., 200 North Elm Street, Greensboro, North Carolina
27401. Telephone requests may be directed to (336) 271-8400.

                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

    The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:

     (a)(i)    The Registrant's Annual Report on Form 10-KSB
               for the year ended September 30, 1999, as filed
               with the Commission on January 13, 2000.

     (b)(i)    The Registrant's Quarterly Report on Form 10-
               QSB for the quarter ended December 31, 1999,
               as filed with the Commission on February 14, 2000.

       (ii)    The Registrant's Current Report on Form
               8-K as filed with the Commission on January 13,
               2000.

     All documents subsequently filed by the Registrant
     pursuant to Section 13(a), 13(c), 14 or 15(d) of the
     Securities and Exchange Act of 1934, as amended, (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
     have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and the
     Prospectus and to be a part hereof from the date of
     filing of such documents.

     Any statement contained in a document incorporated by
     reference herein shall be deemed to be modified or
     superceded for purposes of this Registration Statement
     and the Prospectus to the extent that a statement
     incorporated by reference herein or any other
     subsequently filed documents modifies or supercedes
     such earlier statement. Any such statement so modified
     or superceded shall not be deemed, except as so
     modified or superceded, to constitute a part of this
     Registration Statement or the Prospectus.

     The Registrant will provide without charge to each
     person to whom the Prospectus is delivered, on the
     written or oral request of any such person, a copy of
     any or all of the documents incorporated herein and in
     the Prospectus by reference (other than exhibits to
     such documents which are not specifically incorporated
     by reference in such documents).  Written requests for
     such copies should be directed to Secretary, Network
     Systems International, Inc., 200 North Elm Street,
     Greensboro, North Carolina 27401. Telephone requests
     may be directed to (336) 271-8400.

Item 4.     Description of Securities

Not Applicable.

Item 5.     Interests of Named Experts and Counsel

Not Applicable.

Item 6.     Indemnification of Directors and Officers

There are no contracts between the Registrant and its
directors and officers, nor any resolutions adopted by the
Registrant, relating to indemnification.  However, in
accordance with the provisions of the General Corporation
law of Nevada (the "Act"), the Registrant's Articles of
Incorporation provide indemnification for the directors and
officers to the fullest extent permitted by law.  The
Articles of Incorporation further provide that a director or
officer of the Registrant will not be personally liable to
the Registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director or officer, except
for liability for any negligence or misconduct of the
directors or officers in the performance of his duty.

The Registrant's Bylaws provide for the advancement to
indemnified directors or officers of litigation expenses
arising out of his status as such and insure against certain
liabilities without regard to whether they may be
indemnified under Nevada law.   Pursuant to the Registrant's
Bylaws, the Registrant maintains directors' and officers'
liability insurance coverage which insures the Registrant
and the elected officers and directors of the Registrant
against damages, judgments, settlements and costs incurred
by reason of certain acts committed by such persons in their
capacities as officers and directors.

The indemnification laws of the State of Nevada generally
allow indemnification, in matters not involving the right of
the corporation, to a director or officer of the corporation
if such person acted in good faith, in a manner such person
reasonably believed to be in or not opposed to the best
interests of the corporation and in the case of a criminal
matter, had no reasonable cause to believe the conduct of
such person was unlawful.  Nevada law, with respect to
matters involving the right of a corporation, allows
indemnification of a director or officer of the corporation,
if such person acted in good faith, in a manner such person
believed to be in the best interests of the corporation;
provided that there shall be no indemnification for matters
in which such person shall have been adjudged to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that a court of
competent jurisdiction determines that indemnification is
proper.

The foregoing is only a general summary of certain aspects
of Nevada law dealing with indemnification of directors and
officers and does not purport to be complete.  It is
qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions
regarding the circumstances under which and the person for
whose benefit indemnification shall or may be made and
accordingly are incorporated by reference as Exhibit 99.1 of
this Registration Statement.

Item 7.        Exemption from Registration Claimed

Not Applicable.

Item 8.        Exhibits

Exhibit No.         Description

4.1                 Network Systems International, Inc. and
                    Subsidiaries Long Term Incentive Plan

4.2                 Network Systems International, Inc.
                    Stock Option Agreement

5.1                 Opinion of Smith Helms Mulliss & Moore,
                    L.L.P. as to the legality of the
                    securities being registered.

23.1                Consent of Smith Helms Mulliss & Moore,
                    L.L.P. (included in its opinion filed as
                    Exhibit 5.1)

23.2                Consent of KPMG LLP.

99.1                Provisions of Nevada law relating to
                    indemnification.


Item 9.      Undertakings

(a)  The undersigned Registrant hereby undertakes

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

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

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

     (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 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 that remain unsold at the termination
          of the offering.

(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.


     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all 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 Greensboro, State
of North Carolina on April 4, 2000.

Network Systems International, Inc.

/s/  Robbie M. Efird
Robbie M. Efird,
Chairman of the Board And Chief Executive Officer

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 this 4th day of
April 2000.

Signature                          Capacities

/s/ Robbie M. Efird                Chairman of the Board and
Robbie M. Efird                    Chief Executive Officer; Director
                                   (Principal Executive Officer)

/s/ Christopher N. Baker           President and Chief Operating Officer;
Christopher N. Baker               Director

/s/ Michael T. Spohn               Chief Financial Officer; (Principal
Michael T. Spohn                   Financial and Accounting Officer)

/s/ Joseph M. Brower               Director
Joseph M. Brower

/s/ Carlton Joseph Mertens         Director
Carlton Joseph Mertens

/s/ Olin H. Broadway, Jr.          Director
Olin H. Broadway, Jr.

Index to Exhibits to Registration Statement on Form S-8


Exhibit No.         Description

4.1                 Network Systems International, Inc. and Subsidiaries
                    Long Term Incentive Plan

4.2                 Network Systems International, Inc. Stock Option Agreement

5.1                 Opinion of Smith Helms Mulliss & Moore, L.L.P. as to the
                    legality of the Securities being registered.

23.1                Consent of Smith Helms Mulliss & Moore,
                    L.L.P. (included in its opinion filed as
                    Exhibit 5.1)

23.2                Consent of KPMG LLP.

99.1                Provisions of Nevada law relating to indemnification.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      NETWORK SYSTEMS INTERNATIONAL, INC.
          (Exact name of registrant as specified in its charter)

                 Nevada                           87-0460247
     (State or Other Jurisdiction of  (I.R.S. Employer Identification Number)
     Incorporation or Organization)

             200 North Elm Street, Greensboro, North Carolina 27401
         (Address of Principal Executive Offices, Including Zip Code)

             NETWORK SYSTEMS INTERNATIONAL, INC. AND SUBSIDIARIES
                         LONG-TERM STOCK INCENTIVE PLAN

                     NETWORK SYSTEMS INTERNATIONAL, INC.
                             STOCK OPTION AGREEMENT
                             (Full title of Plans)

                               Robbie M. Efird
              Chairman of the Board and Chief Executive Officer
                     Network Systems International, Inc.
                             200 North Elm Street
                       Greensboro, North Carolina 27401
                                (336) 271-8400
           (Name, address, including zip code and, telephone number,
                  including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

Title of                     Proposed           Proposed
Securities      Amount       Maximum            Maximum           Amount of
to be           to be        Offering           Aggregate         Registration
Registered      Registered   Price Per Share    Offering Price    Fee (1)

Common
Stock,          1,000,000    $1 and $4.00       $2,500,000        $737.50
$.00l           shares
par value

(1) Pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), based on the option
price for shares available for issuance upon exercise of
options granted pursuant to the Network Systems
International, Inc. and Subsidiaries Long-Term Stock
Incentive Plan and the Network Systems International, Inc.
Stock Option Agreement.

                                PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting the prospectus (the
"Prospectus") of Network Systems International, Inc. (the
"Registrant") with respect to this Registration Statement in
accordance with Rule 428 promulgated pursuant to the
Securities Act are kept on file at the offices of the
Registrant.  The Registrant will provide without charge to
employees, on the written or oral request of any such
person, a copy of any or all of the documents constituting
the Prospectus.  Written requests for such copies should be
directed to the Secretary, Network Systems International,
Inc., 200 North Elm Street, Greensboro, North Carolina
27401. Telephone requests may be directed to (336) 271-8400.

                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

    The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:

     (a)(i)    The Registrant's Annual Report on Form 10-KSB
               for the year ended September 30, 1999, as filed
               with the Commission on January 13, 2000.

     (b)(i)    The Registrant's Quarterly Report on Form 10-
               QSB for the quarter ended December 31, 1999,
               as filed with the Commission on February 14, 2000.

       (ii)    The Registrant's Current Report on Form
               8-K as filed with the Commission on January 13,
               2000.

     All documents subsequently filed by the Registrant
     pursuant to Section 13(a), 13(c), 14 or 15(d) of the
     Securities and Exchange Act of 1934, as amended, (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
     have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and the
     Prospectus and to be a part hereof from the date of
     filing of such documents.

     Any statement contained in a document incorporated by
     reference herein shall be deemed to be modified or
     superceded for purposes of this Registration Statement
     and the Prospectus to the extent that a statement
     incorporated by reference herein or any other
     subsequently filed documents modifies or supercedes
     such earlier statement. Any such statement so modified
     or superceded shall not be deemed, except as so
     modified or superceded, to constitute a part of this
     Registration Statement or the Prospectus.

     The Registrant will provide without charge to each
     person to whom the Prospectus is delivered, on the
     written or oral request of any such person, a copy of
     any or all of the documents incorporated herein and in
     the Prospectus by reference (other than exhibits to
     such documents which are not specifically incorporated
     by reference in such documents).  Written requests for
     such copies should be directed to Secretary, Network
     Systems International, Inc., 200 North Elm Street,
     Greensboro, North Carolina 27401. Telephone requests
     may be directed to (336) 271-8400.

Item 4.     Description of Securities

Not Applicable.

Item 5.     Interests of Named Experts and Counsel

Not Applicable.

Item 6.     Indemnification of Directors and Officers

There are no contracts between the Registrant and its
directors and officers, nor any resolutions adopted by the
Registrant, relating to indemnification.  However, in
accordance with the provisions of the General Corporation
law of Nevada (the "Act"), the Registrant's Articles of
Incorporation provide indemnification for the directors and
officers to the fullest extent permitted by law.  The
Articles of Incorporation further provide that a director or
officer of the Registrant will not be personally liable to
the Registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director or officer, except
for liability for any negligence or misconduct of the
directors or officers in the performance of his duty.

The Registrant's Bylaws provide for the advancement to
indemnified directors or officers of litigation expenses
arising out of his status as such and insure against certain
liabilities without regard to whether they may be
indemnified under Nevada law.   Pursuant to the Registrant's
Bylaws, the Registrant maintains directors' and officers'
liability insurance coverage which insures the Registrant
and the elected officers and directors of the Registrant
against damages, judgments, settlements and costs incurred
by reason of certain acts committed by such persons in their
capacities as officers and directors.

The indemnification laws of the State of Nevada generally
allow indemnification, in matters not involving the right of
the corporation, to a director or officer of the corporation
if such person acted in good faith, in a manner such person
reasonably believed to be in or not opposed to the best
interests of the corporation and in the case of a criminal
matter, had no reasonable cause to believe the conduct of
such person was unlawful.  Nevada law, with respect to
matters involving the right of a corporation, allows
indemnification of a director or officer of the corporation,
if such person acted in good faith, in a manner such person
believed to be in the best interests of the corporation;
provided that there shall be no indemnification for matters
in which such person shall have been adjudged to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that a court of
competent jurisdiction determines that indemnification is
proper.

The foregoing is only a general summary of certain aspects
of Nevada law dealing with indemnification of directors and
officers and does not purport to be complete.  It is
qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions
regarding the circumstances under which and the person for
whose benefit indemnification shall or may be made and
accordingly are incorporated by reference as Exhibit 99.1 of
this Registration Statement.

Item 7.        Exemption from Registration Claimed

Not Applicable.

Item 8.        Exhibits

Exhibit No.         Description

4.1                 Network Systems International, Inc. and
                    Subsidiaries Long Term Incentive Plan

4.2                 Network Systems International, Inc.
                    Stock Option Agreement

5.1                 Opinion of Smith Helms Mulliss & Moore,
                    L.L.P. as to the legality of the
                    securities being registered.

23.1                Consent of Smith Helms Mulliss & Moore,
                    L.L.P. (included in its opinion filed as
                    Exhibit 5.1)

23.2                Consent of KPMG LLP.

99.1                Provisions of Nevada law relating to
                    indemnification.

Item 9.      Undertakings

(a)  The undersigned Registrant hereby undertakes

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

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

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

     (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 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 that remain unsold at the termination
          of the offering.

(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.

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all 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 Greensboro, State
of North Carolina on April 4, 2000.

Network Systems International, Inc.

/s/  Robbie M. Efird
Robbie M. Efird,
Chairman of the Board And Chief Executive Officer

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 this 4th day of
April 2000.

Signature                          Capacities

/s/ Robbie M. Efird                Chairman of the Board and
Robbie M. Efird                    Chief Executive Officer; Director
                                   (Principal Executive Officer)

/s/ Christopher N. Baker           President and Chief Operating Officer;
Christopher N. Baker               Director

/s/ Michael T. Spohn               Chief Financial Officer; (Principal
Michael T. Spohn                   Financial and Accounting Officer)

/s/ Joseph M. Brower               Director
Joseph M. Brower

/s/ Carlton Joseph Mertens         Director
Carlton Joseph Mertens

/s/ Olin H. Broadway, Jr.          Director
Olin H. Broadway, Jr.

Index to Exhibits to Registration Statement on Form S-8

Exhibit No.         Description

4.1                 Network Systems International, Inc. and Subsidiaries
                    Long Term Incentive Plan

4.2                 Network Systems International, Inc. Stock Option Agreement

5.1                 Opinion of Smith Helms Mulliss & Moore, L.L.P. as to the
                    legality of the Securities being registered.

23.1                Consent of Smith Helms Mulliss & Moore,
                    L.L.P. (included in its opinion filed as
                    Exhibit 5.1)

23.2                Consent of KPMG LLP.

99.1                Provisions of Nevada law relating to indemnification.