As filed with the Securities and Exchange Commission on July 21, 2000.

                                                         File No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                NetObjects, Inc.
             (Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>

           Delaware                                     94-3233791
   (State or Other Jurisdiction             (I.R.S. Employee Identification No.)
 of Incorporation or Organization)

               301 Galveston Drive, Redwood City, California 94063
                                 (650) 482-3200
 (Address, including ZIP Code and Telephone Number, of Principal Executive Offices)

                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Mr. Samir Arora
                               301 Galveston Drive
                         Redwood City, California 94063
                     (Name and Address of Agent For Service)
                                 (650) 482-3200
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------ -------------------- ------------------- ------------------ ---------------
<S>                                            <C>                 <C>                  <C>             <C>
  Title of Securities Being Registered        Amount Being       Proposed Maximum   Proposed Maximum     Amount of
                                             Registered (1)       Offering Price        Aggregate       Registration
                                                                   Per Unit (2)      Offering Price         Fee
------------------------------------------ -------------------- ------------------- ------------------ ---------------
         1997 Stock Option Plan                 3,400,000              $7.58           $25,772,000         $6,804
         ----------------------
 Common Stock (par value $.01 per share)
       issuable for option grants
------------------------------------------ -------------------- ------------------- ------------------ ---------------
<FN>
(1) Represents  3,400,000  additional shares reserved for issuance upon exercise
of stock options under the  Registrant's  Amended and Restated 1997 Stock Option
Plan. Shares issuable upon exercise of stock options under the Registrant's 1997
Stock Option Plan were originally registered on a registration statement on Form
S-8 (No.  333-  79669)  filed May 28,  1999,  which  registration  statement  is
incorporated  by reference.  This  registration  statement  shall also cover any
additional  shares of common stock which become  issuable by reason of any stock
dividend,  stock split,  recapitalization or other similar transaction  effected
without the receipt of consideration  which results in an increase in the number
of the outstanding shares of common stock.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee based on the average of the high and low prices  reported  for
the common stock on the Nasdaq National Market on July 20, 2000 pursuant to Rule
457(h)(i) and 457(c).
</FN>
</TABLE>

<PAGE>


                     INCORPORATION OF DOCUMENTS BY REFERENCE

    The Registrant  incorporates by reference into this  registration  statement
the Registrant's Registration Statement (Registration No. 333-32954) on Form S-8
filed with the Securities and Exchange Commission on March 22, 2000.

                                   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 Redwood City, State of California on July 17, 2000.

                                         NETOBJECTS, INC.



                                         By      /s/ Samir Arora
                                            -----------------------------
                                            Samir Arora
                                            Chief Executive Officer


                                POWER OF ATTORNEY

    Each person whose  signature  appears below hereby  constitutes and appoints
Samir Arora as his true and lawful attorney-in-fact and agent to act for him and
on his behalf and in his name,  place and stead,  and in any and all capacities,
to sign any and all  amendments  (including  post-effective  amendments) to this
registration  statement  and any  registration  statement  relating  to the same
offering,  that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933 (and any amendments thereto),  and to file the same, with
exhibits and any and all other  documents filed with respect  thereto,  with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority) granting unto said  attorney-in-fact,  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  might or could do if  personally  present,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent 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 below by the  following  persons in the
capacities indicated and on the dates indicated.

Signature                        Title                             Date
--------------------------------------------------------------------------------
  /s/ Samir Arora
----------------------
Samir Arora                      Chief Executive Officer           July 17, 2000

  /s/ Russell F. Surmanek
----------------------
Russell F. Surmanek              Chief Financial Officer           July 17, 2000

  /s/ John Sculley
----------------------
John Sculley                     Director                          July 17, 2000

  /s/ Lee A. Dayton
----------------------
Lee A. Dayton                    Director                          July 17, 2000

  /s/ Michael D. Zisman
----------------------
Michael D. Zisman                Director                          July 17, 2000

  /s/ Robert G. Anderegg
----------------------
Robert G. Anderegg               Director                          July 17, 2000

  /s/ Blake Modersitzki
----------------------
Blake Modersitzki                Director                          July 17, 2000


                                       1


<PAGE>

                                  Exhibit Index

Exhibit Number      Exhibit Description

4.1(1)              Amended and Restated 1997 Stock Option Plan

5.1                 Opinion of McCutchen, Doyle, Brown & Enersen, LLP

23.1                Consent of McCutchen,  Doyle, Brown & Enersen, LLP (included
                    in Exhibit 5.1)

23.2                Consent of KPMG LLP

23.3                Consent of KPMG LLP

24.1                Power of Attorney (See page 4)




--------------
1 Incorporated by reference to the Registrant's  Registration  Statement on Form
S-1, as amended,  filed with the Securities and Exchange  Commission on February
5, 1999, as amended and declared effective on May 7, 1999 (No. 333-71893).


                                       2
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 8013}]
{"company-data": {"conformed-name": "NETOBJECTS INC", "cik": "0001009386", "assigned-sic": "7372", "irs-number": "943233791", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42038", "film-number": "677134"}, "business-address": {"street1": "301 GALVESTON DRIVE", "street2": "STE 250", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6504823200"}}
As filed with the Securities and Exchange Commission on July 21, 2000.

                                                         File No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                NetObjects, Inc.
             (Exact Name of Registrant as Specified in Its Charter)
Delaware                                     94-3233791
   (State or Other Jurisdiction             (I.R.S. Employee Identification No.)
 of Incorporation or Organization)

               301 Galveston Drive, Redwood City, California 94063
                                 (650) 482-3200
 (Address, including ZIP Code and Telephone Number, of Principal Executive Offices)

                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Mr. Samir Arora
                               301 Galveston Drive
                         Redwood City, California 94063
                     (Name and Address of Agent For Service)
                                 (650) 482-3200
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------ -------------------- ------------------- ------------------ ---------------
Title of Securities Being Registered        Amount Being       Proposed Maximum   Proposed Maximum     Amount of
                                             Registered (1)       Offering Price        Aggregate       Registration
                                                                   Per Unit (2)      Offering Price         Fee
------------------------------------------ -------------------- ------------------- ------------------ ---------------
         1997 Stock Option Plan                 3,400,000              $7.58           $25,772,000         $6,804
         ----------------------
 Common Stock (par value $.01 per share)
       issuable for option grants
------------------------------------------ -------------------- ------------------- ------------------ ---------------
(1) Represents  3,400,000  additional shares reserved for issuance upon exercise
of stock options under the  Registrant's  Amended and Restated 1997 Stock Option
Plan. Shares issuable upon exercise of stock options under the Registrant's 1997
Stock Option Plan were originally registered on a registration statement on Form
S-8 (No.  333-  79669)  filed May 28,  1999,  which  registration  statement  is
incorporated  by reference.  This  registration  statement  shall also cover any
additional  shares of common stock which become  issuable by reason of any stock
dividend,  stock split,  recapitalization or other similar transaction  effected
without the receipt of consideration  which results in an increase in the number
of the outstanding shares of common stock.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee based on the average of the high and low prices  reported  for
the common stock on the Nasdaq National Market on July 20, 2000 pursuant to Rule
457(h)(i) and 457(c).
INCORPORATION OF DOCUMENTS BY REFERENCE

    The Registrant  incorporates by reference into this  registration  statement
the Registrant's Registration Statement (Registration No. 333-32954) on Form S-8
filed with the Securities and Exchange Commission on March 22, 2000.

                                   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 Redwood City, State of California on July 17, 2000.

                                         NETOBJECTS, INC.

                                         By      /s/ Samir Arora
                                            -----------------------------
                                            Samir Arora
                                            Chief Executive Officer

                                POWER OF ATTORNEY

    Each person whose  signature  appears below hereby  constitutes and appoints
Samir Arora as his true and lawful attorney-in-fact and agent to act for him and
on his behalf and in his name,  place and stead,  and in any and all capacities,
to sign any and all  amendments  (including  post-effective  amendments) to this
registration  statement  and any  registration  statement  relating  to the same
offering,  that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933 (and any amendments thereto),  and to file the same, with
exhibits and any and all other  documents filed with respect  thereto,  with the
Securities  and Exchange  Commission  (or any other  governmental  or regulatory
authority) granting unto said  attorney-in-fact,  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  might or could do if  personally  present,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent 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 below by the  following  persons in the
capacities indicated and on the dates indicated.

Signature                        Title                             Date
--------------------------------------------------------------------------------
  /s/ Samir Arora
----------------------
Samir Arora                      Chief Executive Officer           July 17, 2000

  /s/ Russell F. Surmanek
----------------------
Russell F. Surmanek              Chief Financial Officer           July 17, 2000

  /s/ John Sculley
----------------------
John Sculley                     Director                          July 17, 2000

  /s/ Lee A. Dayton
----------------------
Lee A. Dayton                    Director                          July 17, 2000

  /s/ Michael D. Zisman
----------------------
Michael D. Zisman                Director                          July 17, 2000

  /s/ Robert G. Anderegg
----------------------
Robert G. Anderegg               Director                          July 17, 2000

  /s/ Blake Modersitzki
----------------------
Blake Modersitzki                Director                          July 17, 2000

                                       1
Exhibit Index

Exhibit Number      Exhibit Description

4.1(1)              Amended and Restated 1997 Stock Option Plan

5.1                 Opinion of McCutchen, Doyle, Brown & Enersen, LLP

23.1                Consent of McCutchen,  Doyle, Brown & Enersen, LLP (included
                    in Exhibit 5.1)

23.2                Consent of KPMG LLP

23.3                Consent of KPMG LLP

24.1                Power of Attorney (See page 4)

--------------
1 Incorporated by reference to the Registrant's  Registration  Statement on Form
S-1, as amended,  filed with the Securities and Exchange  Commission on February
5, 1999, as amended and declared effective on May 7, 1999 (No. 333-71893).

                                       2