As filed with the Securities and Exchange Commission on March 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
                     1999 EXECUTIVE STOCK OPTION AGREEMENTS
                            (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
<TABLE>
---------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                           Proposed Maximum   Proposed Maximum     Amount of
                                           Amount Being     Offering Price        Aggregate       Registration
  Title of Securities Being Registered     Registered (1)       Per Unit        Offering Price         Fee
  ------------------------------------     --------------       --------        --------------         ---
<S>                                           <C>               <C>            <C>                  <C>
 1999 Executive Stock Option Agreements
 Common Stock (par value $.01 per share)
       issuable for option grants             1,400,000         $ 7.125        $  9,975,000.00      $ 2,633.40
---------------------------------------------------------------------------------------------------------------
         1997 Stock Option Plan
 Common Stock (par value $.01 per share)
       issuable for option grants             3,100,000         $34.00(2)      $105,400,000.00      $27,825.60
---------------------------------------------------------------------------------------------------------------
                Total Fee                                                                           $30,459.00
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents  3,100,000  additional shares reserved for issuance upon exercise
of stock options under the  Registrant's  Amended and Restated 1997 Stock Option
Plan and  1,400,000  additional  shares  available for issuance upon exercise of
stock options  pursuant to November 1999 Executive Stock Option  Agreements with
seven  executive  officers of the  Registrant.  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 March 15, 2000  pursuant to
Rule 457(h)(i) and 457(c).
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*The documents containing the information  specified in Part 1 of Form S-8 (plan
information  and registrant  information  and employee plan annual  information)
will be sent or given to  employees  as  specified  by  Securities  and Exchange
Commission Rule 428(b)(1).  Such documents need not be filed with the Securities
and  Exchange  Commission  either as part of this  registration  statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporated by reference in this registration statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the  requirements  of Section  10(a) of the  Securities  Act of 1933.
NetObjects,   Inc.  (the  "Company")   will  provide  a  written   statement  to
participants  advising them of the availability  without charge, upon written or
oral request, of the documents incorporated by reference in Item 3 of Part II of
this  registration  statement  and  including  the  statement  in the  preceding
sentence.  The written  statement to participants will indicate the availability
without charge,  upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule 428(b), and will include the address and
telephone number to which the request is to be directed.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.


     The Registrant  incorporates by reference into this registration  statement
the following documents filed with the Securities and Exchange Commission:


     (a) The  Registrant's  annual report on Form 10-K for the fiscal year ended
September 30, 1999,  filed with the  Commission on December 20, 1999, as amended
on Form 10-K/A filed December 23, 1999.


     (b) The Registrant's  current reports on Form 8-K filed with the Commission
on October  19,  1999,  as amended on Form 8-K/A  filed with the  Commission  on
December 20, 1999.


     (c) The  Registrant's  quarterly  report on Form 10-Q for the quarter ended
December 31, 1999, filed with the Commission on February 14, 2000.


     (d) The description of capital stock contained in the Form S-1 Registration
Statement filed on February 5, 1999, as amended,  and declared  effective on May
7, 1999  (Registration  No.  333-71893) (the  "Registration  Statement") and the
prospectus dated May 7, 1999 filed pursuant to Rule 424(b).


All documents filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 or
15(d) of the Securities Exchange Act of 1934 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,  are deemed to be  incorporated  by reference into this
registration  statement  and to be a part  hereof from the  respective  dates of
filing of such documents. Any statement contained in this registration statement
or  in a  document  incorporated  by  reference  shall  be  deemed  modified  or
superseded to the extent that a statement  contained in any  subsequently  filed
document which also is or is deemed to be  incorporated  by reference  herein or
therein  modifies or  supersedes  such  statement.  Any statement so modified or
superseded  shall  not be  deemed  to  constitute  a part  hereof,  except as so
modified or superseded.

Item 4. Description of Securities.

     Not Applicable.

                                      II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.

     A partner of McCutchen, Doyle, Brown & Enersen, LLP, counsel to the Company
in connection with this registration  statement,  directly or indirectly holds a
beneficial ownership interest in 11,583 shares of the Company's Common Stock.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes
a court to award,  or a  corporation's  board of directors to grant indemnity to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").

     As  permitted  by  the  DGCL,  the  Registrant's  Restated  Certificate  of
Incorporation  and Amended and Restated Bylaws provide that the Registrant shall
indemnify its directors and officers,  and may indemnify its employees and other
agents,  to the fullest extent permitted by law. The Amended and Restated Bylaws
also  permit  the  Registrant  to secure  insurance  on  behalf of any  officer,
director,  employee or other agent for any  liability  arising out of his or her
actions in such capacity,  regardless of whether the Amended and Restated Bylaws
would permit  indemnification.  The Registrant has obtained officer and director
liability  insurance with respect to liabilities arising out of certain matters,
including matters arising under the Securities Act.

     The  Registrant  also has entered into  agreements  with its  directors and
executive officers that, among other things, indemnify them for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred by
them in any action or proceeding, including any action by or in the right of the
Registrant,  arising out of such  person's  services as a director or officer of
the  Registrant,  any  subsidiary  of the  Registrant  or any other  company  or
enterprise  to  which  the  person  provides  services  at  the  request  of the
Registrant.

     Reference is also made to Section 8 of the Underwriting  Agreement filed as
Exhibit 1.1 to the  Registration  Statement on Form S-1, as amended,  filed with
the  Commission  on  February  5, 1999,  for certain  provisions  regarding  the
indemnification  of officers and directors of the Registrant by the underwriters
of the transaction registered.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     See Exhibit Index which is incorporated herein by reference.

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;

                                      II-2
<PAGE>
          (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  subparagraphs  (i) and (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.

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

     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 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 Act and will be governed by the final adjudication of
such issue.

                                   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 March 21, 2000.

                                       NETOBJECTS, INC.





                                       By: /s/ Samir Arora
                                           -----------------------------------
                                           Samir Arora
                                           Chief Executive Officer and President



                                POWER OF ATTORNEY

     Each person whose individual  signature appears below hereby authorizes and
appoints Samir Arora and Russell F. Surmanek,  and each of them, with full power
of substitution and  resubstitution  and full power to act without the other, as
his or her true and lawful attorney-in-fact and agent to act in his or her name,
place  and  stead  and to  execute  in the name and on  behalf  of each  person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
Statement that is to be effective upon filing  pursuant to Rule 462(b) under the
Securities  Act of 1933,  as amended,  and to file the same,  with all  exhibits
thereto,  and other  documents or  amendments  to this  Registration  Statement,
including any and all
                                      II-3


<PAGE>

post-effective  amendments and amendments thereto and any registration statement
relating to the same offering as this Registration in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing,  ratifying and confirming  all that said  attorneys-in-fact
and  agents  or any of them or their  and his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

     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, effective March 21, 2000.


Signature                      Title
----------------------         -------------------------------------------------

/s/ Samir Arora                Chief Executive Officer, President and Director
----------------------
Samir Arora


/s/ Russell F. Surmanek        Executive Vice President, Finance and Operations,
-----------------------        and Chief Financial Officer (Principal Financial
Russell F. Surmanek            and Accounting Officer)


/s/ Lee A. Dayton              Director
----------------------
Lee A. Dayton


/s/ Michael D. Zisman          Director
----------------------
Michael D. Zisman


/s/ Robert G. Anderegg         Director
----------------------
Robert G. Anderegg


/s/ Blake Modersitzki          Director
----------------------
Blake Modersitzki

                                      II-4
<PAGE>
                                  Exhibit Index

Exhibit Number       Exhibit Description
--------------       -------------------
4.1(1)               Amended and Restated 1997 Stock Option Plan
4.2(2)               Form of Executive Stock Option Agreement
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 II-3)

------------
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    Incorporated by reference to the form of Executive  Option  Agreement filed
     as Exhibit A to the Registrant's  preliminary  proxy statement,  filed with
     the Securities and Exchange Commission on January 28, 2000 (No. 000-25427).

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19718}]
{"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": "333-32954", "film-number": "575016"}, "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 March 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
                     1999 EXECUTIVE STOCK OPTION AGREEMENTS
                            (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

---------------------------------------------------------------------------------------------------------------
Proposed Maximum   Proposed Maximum     Amount of
                                           Amount Being     Offering Price        Aggregate       Registration
  Title of Securities Being Registered     Registered (1)       Per Unit        Offering Price         Fee
  ------------------------------------     --------------       --------        --------------         ---
1999 Executive Stock Option Agreements
 Common Stock (par value $.01 per share)
       issuable for option grants             1,400,000         $ 7.125        $  9,975,000.00      $ 2,633.40
---------------------------------------------------------------------------------------------------------------
         1997 Stock Option Plan
 Common Stock (par value $.01 per share)
       issuable for option grants             3,100,000         $34.00(2)      $105,400,000.00      $27,825.60
---------------------------------------------------------------------------------------------------------------
                Total Fee                                                                           $30,459.00
---------------------------------------------------------------------------------------------------------------
(1) Represents  3,100,000  additional shares reserved for issuance upon exercise
of stock options under the  Registrant's  Amended and Restated 1997 Stock Option
Plan and  1,400,000  additional  shares  available for issuance upon exercise of
stock options  pursuant to November 1999 Executive Stock Option  Agreements with
seven  executive  officers of the  Registrant.  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 March 15, 2000  pursuant to
Rule 457(h)(i) and 457(c).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*The documents containing the information  specified in Part 1 of Form S-8 (plan
information  and registrant  information  and employee plan annual  information)
will be sent or given to  employees  as  specified  by  Securities  and Exchange
Commission Rule 428(b)(1).  Such documents need not be filed with the Securities
and  Exchange  Commission  either as part of this  registration  statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporated by reference in this registration statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the  requirements  of Section  10(a) of the  Securities  Act of 1933.
NetObjects,   Inc.  (the  "Company")   will  provide  a  written   statement  to
participants  advising them of the availability  without charge, upon written or
oral request, of the documents incorporated by reference in Item 3 of Part II of
this  registration  statement  and  including  the  statement  in the  preceding
sentence.  The written  statement to participants will indicate the availability
without charge,  upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule 428(b), and will include the address and
telephone number to which the request is to be directed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Registrant  incorporates by reference into this registration  statement
the following documents filed with the Securities and Exchange Commission:

     (a) The  Registrant's  annual report on Form 10-K for the fiscal year ended
September 30, 1999,  filed with the  Commission on December 20, 1999, as amended
on Form 10-K/A filed December 23, 1999.

     (b) The Registrant's  current reports on Form 8-K filed with the Commission
on October  19,  1999,  as amended on Form 8-K/A  filed with the  Commission  on
December 20, 1999.

     (c) The  Registrant's  quarterly  report on Form 10-Q for the quarter ended
December 31, 1999, filed with the Commission on February 14, 2000.

     (d) The description of capital stock contained in the Form S-1 Registration
Statement filed on February 5, 1999, as amended,  and declared  effective on May
7, 1999  (Registration  No.  333-71893) (the  "Registration  Statement") and the
prospectus dated May 7, 1999 filed pursuant to Rule 424(b).

All documents filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 or
15(d) of the Securities Exchange Act of 1934 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,  are deemed to be  incorporated  by reference into this
registration  statement  and to be a part  hereof from the  respective  dates of
filing of such documents. Any statement contained in this registration statement
or  in a  document  incorporated  by  reference  shall  be  deemed  modified  or
superseded to the extent that a statement  contained in any  subsequently  filed
document which also is or is deemed to be  incorporated  by reference  herein or
therein  modifies or  supersedes  such  statement.  Any statement so modified or
superseded  shall  not be  deemed  to  constitute  a part  hereof,  except as so
modified or superseded.

Item 4. Description of Securities.

     Not Applicable.

                                      II-1
Item 5. Interests of Named Experts and Counsel.

     A partner of McCutchen, Doyle, Brown & Enersen, LLP, counsel to the Company
in connection with this registration  statement,  directly or indirectly holds a
beneficial ownership interest in 11,583 shares of the Company's Common Stock.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes
a court to award,  or a  corporation's  board of directors to grant indemnity to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").

     As  permitted  by  the  DGCL,  the  Registrant's  Restated  Certificate  of
Incorporation  and Amended and Restated Bylaws provide that the Registrant shall
indemnify its directors and officers,  and may indemnify its employees and other
agents,  to the fullest extent permitted by law. The Amended and Restated Bylaws
also  permit  the  Registrant  to secure  insurance  on  behalf of any  officer,
director,  employee or other agent for any  liability  arising out of his or her
actions in such capacity,  regardless of whether the Amended and Restated Bylaws
would permit  indemnification.  The Registrant has obtained officer and director
liability  insurance with respect to liabilities arising out of certain matters,
including matters arising under the Securities Act.

     The  Registrant  also has entered into  agreements  with its  directors and
executive officers that, among other things, indemnify them for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred by
them in any action or proceeding, including any action by or in the right of the
Registrant,  arising out of such  person's  services as a director or officer of
the  Registrant,  any  subsidiary  of the  Registrant  or any other  company  or
enterprise  to  which  the  person  provides  services  at  the  request  of the
Registrant.

     Reference is also made to Section 8 of the Underwriting  Agreement filed as
Exhibit 1.1 to the  Registration  Statement on Form S-1, as amended,  filed with
the  Commission  on  February  5, 1999,  for certain  provisions  regarding  the
indemnification  of officers and directors of the Registrant by the underwriters
of the transaction registered.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     See Exhibit Index which is incorporated herein by reference.

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;

                                      II-2
(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  subparagraphs  (i) and (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.

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

     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 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 Act and will be governed by the final adjudication of
such issue.

                                   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 March 21, 2000.

                                       NETOBJECTS, INC.

                                       By: /s/ Samir Arora
                                           -----------------------------------
                                           Samir Arora
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

     Each person whose individual  signature appears below hereby authorizes and
appoints Samir Arora and Russell F. Surmanek,  and each of them, with full power
of substitution and  resubstitution  and full power to act without the other, as
his or her true and lawful attorney-in-fact and agent to act in his or her name,
place  and  stead  and to  execute  in the name and on  behalf  of each  person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
Statement that is to be effective upon filing  pursuant to Rule 462(b) under the
Securities  Act of 1933,  as amended,  and to file the same,  with all  exhibits
thereto,  and other  documents or  amendments  to this  Registration  Statement,
including any and all
                                      II-3
post-effective  amendments and amendments thereto and any registration statement
relating to the same offering as this Registration in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing,  ratifying and confirming  all that said  attorneys-in-fact
and  agents  or any of them or their  and his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

     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, effective March 21, 2000.

Signature                      Title
----------------------         -------------------------------------------------

/s/ Samir Arora                Chief Executive Officer, President and Director
----------------------
Samir Arora

/s/ Russell F. Surmanek        Executive Vice President, Finance and Operations,
-----------------------        and Chief Financial Officer (Principal Financial
Russell F. Surmanek            and Accounting Officer)

/s/ Lee A. Dayton              Director
----------------------
Lee A. Dayton

/s/ Michael D. Zisman          Director
----------------------
Michael D. Zisman

/s/ Robert G. Anderegg         Director
----------------------
Robert G. Anderegg

/s/ Blake Modersitzki          Director
----------------------
Blake Modersitzki

                                      II-4
Exhibit Index

Exhibit Number       Exhibit Description
--------------       -------------------
4.1(1)               Amended and Restated 1997 Stock Option Plan
4.2(2)               Form of Executive Stock Option Agreement
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 II-3)

------------
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    Incorporated by reference to the form of Executive  Option  Agreement filed
     as Exhibit A to the Registrant's  preliminary  proxy statement,  filed with
     the Securities and Exchange Commission on January 28, 2000 (No. 000-25427).

                                      II-5