<PAGE>

As filed with the Securities and Exchange Commission on January 11, 2000

                                                    Registration No.
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             NETSOLVE, INCORPORATED
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                <C>
                         Delaware                                             75-2094811-2
(State or other jurisdiction of incorporation or organization)     (IRS Employer Identification No.)
</TABLE>
                           12331 Riata Trace Parkway
                              Austin, Texas 78727
                                (512) 340-3000
              (Address, including zip code, and telephone number,
             including area code, of principal executive offices)

                 NetSolve, Incorporated 1988 Stock Option Plan
         NetSolve, Incorporated Long-Term Incentive Compensation Plan
                           (Full title of the plans)

            Craig S. Tysdal, President and Chief Executive Officer
                            NetSolve, Incorporated
                           12331 Riata Trace Parkway
                              Austin, Texas 78727
                                (512) 340-3000
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for
                          service, should be sent to:

                    Worsham, Forsythe & Wooldridge, L.L.P.
                          Attn: L. Scott Austin, Esq.
                        1601 Bryan Street, 30/th/ Floor
                              Dallas, Texas 75201

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                  Proposed             Proposed
  Title of Securities to Be Registered         Amount to Be     Maximum Offering    Maximum Aggregate         Amount of
                                                Registered     Price Per Share (1)   Offering Price(1)     Registration Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>                  <C>                    <C>
Common Stock, par value $ 0.01 per share.    3,951,976 shares        $29.41          $116,227,614.16         $30,685.00
===========================================================================================================================
</TABLE>

(1) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low prices per share of Common Stock of NetSolve, Incorporated reported
    on January 5, 2000.

================================================================================
<PAGE>

                                EXPLANATORY NOTE

     The prospectus that is included in this Registration Statement is a
separate reoffer prospectus included pursuant to General Instruction C of Form
S-8.
<PAGE>

                                [NETSOLVE LOGO]



                                 632,591 Shares
                                  Common Stock


     This Prospectus relates to 632,591 shares of NetSolve, Incorporated's
common stock which have been acquired by the selling stockholders pursuant to
the exercise of stock options issued under NetSolve's 1988 Stock Option Plan.

     Sales made by the selling stockholders are expected to be made from time to
time at the then prevailing market price or at negotiated prices. The selling
stockholders will pay any brokerage commission and all other fees and expenses
incurred in connection with these transactions. NetSolve will not receive any of
the proceeds from these sales.

     The common stock is quoted on the NASDAQ National market under the symbol
"NTSL". On January 7, 2000, the closing price of the common stock was $31.750.


                                ________________



     The Securities and Exchange Commission and state securities regulations
have not approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.


                                ________________


                The date of this Prospectus is January 11, 2000.
<PAGE>

     You should rely only on the information contained in this prospectus.
NetSolve has not authorized anyone to provide you with information different
from that contained in this prospectus. The selling stockholders are offering to
sell, and seeking offers to buy, shares of common stock only in jurisdictions
where offers and rates are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of the delivery of this prospectus or any sale of common stock.

                                    NETSOLVE

     NetSolve offers a range of services that allow companies to outsource some
or all of the activities relating to the design, implementation, management and
security of their computer networks. NetSolve's network management and security
services are designed to increase network reliability and up-time, reduce
overall network costs, and simplify migration to new technologies. NetSolve also
resells third-party network equipment as a convenience to its network management
services customers.

     NetSolve's executive offices are located at 12331 Riata Trace Parkway,
Austin, Texas 78727. Its telephone number is (512) 340-3000 and its web site is
located at www.netsolve.com. Information contained on this web site is not part
           -----------------
of this prospectus.

                                  RISK FACTORS

     Investing in NetSolve's common stock involves risks. You should be able to
bear a complete loss of your investment. You should carefully consider the
factors set forth on pages 18-24 of NetSolve's Quarterly Report on Form 10-Q for
the quarterly period ended on September 30, 1999, as well as any risk factors
that may be described in subsequent reports filed by NetSolve with the
Securities and Exchange Commission, or SEC.

                              SELLING STOCKHOLDERS

     The shares of common stock that are being offered by this prospectus have
been acquired by the selling stockholders pursuant to the exercise of options
granted by NetSolve under its 1988 Stock Option Plan. Certain of the selling
stockholders have entered into lock-up agreements with the underwriters under
which they agree not to transfer or dispose of, directly or indirectly, any
shares of common stock for a period of 180 days after September 29, 1999. Before
and after the completion of this offering, the selling stockholders will each
own less than one percent (1%) of the outstanding common stock.

     The names and numbers of shares offered by each of the selling stockholders
are as follows:

                Name                      Number of Shares Offered
                ----                      ------------------------

                Louise Allen                                 1,875
                Linda Anderson                               2,063
                Karen Arthur                                 3,050
                Otis Brinkley                              139,392
                Mike Bulriss                                16,114
                Jeff Cannon                                  3,613
                Terry Cheng                                  5,500
                Betsy Corlew                                 2,500
                Carol Cuatt                                  1,406

                                       2
<PAGE>

                Name                      Number of Shares Offered
                ----                      ------------------------

                Steve Davies                                15,000
                Robert Ditzig                                1,500
                Lisa Elliott                                 1,006
                Michelle Friesenhahn                        14,063
                Albert Garza                                 3,500
                Catherine Hasty                              1,156
                Ken Kieley                                   5,000
                Shell Kristofferson                          1,900
                Stephen Kyriakos                             3,594
                Stacy Liddicoat                              3,334
                Danny Lopez                                 14,763
                Rob Lynch                                   55,000
                Darrell McPhaul                              3,188
                John Merritt                                79,037
                Jim Miller                                   4,000
                Penn Rabb                                    7,583
                Jack Radford                                 1,500
                Mary Ridgway                                 2,050
                Dave Ringer                                  4,150
                Joe Rysdyke                                  1,873
                Scott Sherwood                               2,500
                Gwen Smith                                   3,281
                Darren Spohn                                87,500
                Tim Tisdel                                   5,188
                Michael Turner                             113,750
                Eric Voigt                                   1,000

     Certain unnamed non-affiliates of NetSolve, each of whom may sell up to
1,000 shares of common stock, may also use this prospectus for reoffers and
resales.

     The amount of common stock to be reoffered or resold by means of this
prospectus by each of the selling stockholders and any other person with whom
such selling stockholders is acting in concert for the purposes of selling
NetSolve common stock, may not exceed, during any three month period, the amount
specified in Rule 144(c) promulgated under the Securities Act of 1933, as
amended, or Securities Act.

                                       3
<PAGE>

                              PLAN OF DISTRIBUTION

     NetSolve is registering the common stock on behalf of the selling
stockholders. As used in this prospectus, "selling stockholders" includes any
donees and pledgees selling common stock received from a named selling
stockholder after the date of this prospectus. All costs in connection with the
registration of the common stock will be borne by NetSolve. Brokerage
commissions and similar selling expenes, if any, attrributable to the sales from
time to time of common stock will be borne by the selling stockholders.

     Sales of stock may be made by selling stockholders from time to time in one
or more types of transactions (which may include block transactions) on the
NASDAQ National Market, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the common
stock, through short sales of common stock or a combination of such methods of
sale, at market prices prevailing at the time of sale, or at negotiated prices.
Such transactions may or may not involve brokers or dealers. The selling
stockholders have advised NetSolve that they have not entered into any
agreements, understandings or arrangements with any underwriters or broker-
dealers regarding the sale of their securities, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of common stock
by the selling shareholders.

     The selling shareholders may effect such transactions by selling common
stock directly to purchasers or to or through broker-dealers, which may act as
agents or principals. Such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the selling shareholders and/or
the purchasers of common stock for whom such broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).

     The selling shareholders and any broker-dealers that act in connection with
the sale of common stock might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act of 1934, as amended, or Securities Act,
and any commissions received by such broker-dealers and any profit on the resale
of the common stock sold by them while acting as principals might be deemed to
be underwriting discounts or commissions under the Securities Act. The selling
shareholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the common stock against certain
liabilities, including liabilities arising under the Securities Act.

     Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the NASDAQ National Market pursuant
to Rule 153 under the Securities Act. NetSolve has informed the selling
shareholders that the anti-manipulative provisions of Regulation M promulgated
under the Securities Exchange Act of 1934, as amended, may apply to their sales
in the market.

     Selling shareholders also may resell all or a portion of the common stock
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.

     Upon NetSolve being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling shareholders and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon NetSolve being notified by a
selling shareholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed.

                                       4
<PAGE>

     Any agent, underwriter or dealer selected by a selling stockholder may
engage in transactions with, or perform services for, NetSolve in the ordinary
course of business.

                      WHERE YOU CAN FIND MORE INFORMATION

     You can read NetSolve's SEC filings, including the registration statement,
over the Internet at the SEC's Web site at http://www.sec/gov.  You may also
                                           -------------------
read and copy any document NetSolve files with the SEC at its public reference
facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, DC
20549; Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World
Trade Center, Thirteenth Floor, new York, New York 10048. You may also obtain
copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifty Street, N.W.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities.

     The SEC allows NetSolve to "incorporate by reference" the information
NetSolve files with them, which means that NetSolve can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and the
information that NetSolve files later with the SEC will automatically update and
supersede this information. NetSolve incorporates by reference its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1999 and any
further filing NetSolve makes with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until all of the
common stock described in this prospectus has been sold.

     You may request a copy of these filings at no cost by writing or contacting
NetSolve, Incorporated, at the following address: Investor Relations Manager,
NetSolve, Incorporated, 12331 Riata Trace Parkway, Austin, Texas 78727;
telephone number (512) 340-3000.

                                       5
<PAGE>

                                    PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by NetSolve, Incorporated ("NetSolve")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference :

          (a)  NetSolve's Prospectus filed on September 29, 1999 pursuant to
               Rule 424(b) of the Securities Act, which contains audited
               financial statements for NetSolve's latest fiscal year for which
               such statements have been filed; and

          (b)  NetSolve's Quarterly Report on Form 10-Q for the quarterly period
               ended September 30, 1999; and

          (c)  The description of NetSolve's Common Stock contained in
               NetSolve's Registration Statement on Form 8-A filed with the
               Commission under Section 12 of the Securities Exchange Act of
               1934 (the "Exchange Act") on October 20, 1998, including any
               amendment or report filed for the purpose of updating such
               description.

     All documents subsequently filed by NetSolve pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers, as well as
other employees and agents. A corporation may indemnify those individuals
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation). The individuals specified may be
indemnified in those actions, suits or proceedings if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation. Additionally, in a criminal action or proceeding,
these individuals may be indemnified only if they had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case
of actions or suits by or in the right of the corporation, except that:

     .    indemnification only extends to expenses (including attorneys' fees)
          incurred in connection with the defense or settlement of these actions
          or suits; but

     .    if the person seeking indemnification has been found liable to the
          corporation in respect of any claim, issue or matter, no
          indemnification shall be made except to the extent a specified court
          determines the person is fairly and reasonably entitled to indemnity
          for these expenses as the court deems proper.

     The indemnification under the statute is in addition to any other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, agreement or otherwise.

                                      II-1
<PAGE>

     NetSolve's Bylaws provide that NetSolve shall indemnify its directors and
officers, and may indemnify its employees and agents, to the fullest extent
permitted by law. NetSolve believes that indemnification under its Bylaws covers
at least negligence and gross negligence on the part of indemnified parties.

     In addition to the protection directors receive under NetSolve's By-laws,
the DGCL and the indemnity agreements, NetSolve's Restated Certificate of
Incorporation limits the liability of directors to the fullest extent permitted
by Delaware law. Delaware law provides that a corporation's certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of directors to the corporation or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except for liability
for:

     .    any breach of their duty of loyalty to the corporation or its
          stockholders;

     .    acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law;

     .    improper payments of dividends or improper stock repurchases or
          redemptions as provided in Section 174 of the DGCL; or

     .    any transaction from which the director derived an improper personal
          benefit.

     NetSolve has entered into agreements that indemnify its directors and
executive officers for certain expenses (including attorneys' fees) and, in some
instances, judgments, fines and settlement amounts they incur in certain actions
or proceedings. These actions or proceedings include any action by or in the
right of NetSolve, arising out of their services as a director or officer of
NetSolve, any subsidiary of NetSolve or any other company or enterprise to which
the person provides the services at the request of NetSolve. NetSolve believes
that these provisions and agreements are necessary to attract and retain
qualified directors and officers.

Item 7.   Exemption from Registration Claimed.

          The common stock to be reoffered and resold pursuant to the reoffer
prospectus filed as a part of this Registration Statement was issued and sold by
NetSolve to its employees upon exercise of employee stock options granted under
NetSolve's 1988 Stock Option Plan in reliance upon the exemptions from the
registration provisions of the Securities Act of 1933, as amended, contained in
Rule 701 promulgated under that Act and Section 4(2) of that Act, on the basis
that the transactions did not involve public offerings.

Item 8.   Exhibits.


<TABLE>
<CAPTION>
     Exhibit No.                    Description
     -----------                    -----------
     <C>            <S>
         5.1        Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
        23.1        Consent of Worsham, Forsythe & Wooldridge, L.L.P.(contained in Exhibit 5.1).
        23.2        Consent of Ernst & Young LLP, Independent Auditors.
        24.1        Power of Attorney (see page II-4).
</TABLE>

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
               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.

          (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.

                                      II-2
<PAGE>

          (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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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.

                                      II-3
<PAGE>

                               POWER OF ATTORNEY

     Each director and/or officer of the registrant whose signature appears
below hereby appoints the Agent for Service named in this registration statement
as his or her attorney in fact to sign in his or her name and behalf, in any and
all capacities stated below, and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereof also appoints such Agent for
Service as its attorney-in-fact with like authority to sign and file any such
amendments in its name and behalf.

                                   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 Austin, State of Texas, on January 11, 2000.

                                   NETSOLVE, INCORPORATED



                                   By: /s/ Craig S. Tysdal
                                      ---------------------------------
                                      Craig S. Tysdal, President and Chief
                                      Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and with date indicated.

<TABLE>
<CAPTION>

               Signature                                     Title                             Date
               ---------                                     -----                             ----
<S>                                              <C>                                       <C>

         /s/ Craig S. Tysdal                     Principal Executive Officer and           January 11, 2000
-------------------------------------------                  Director
   (Craig S. Tysdal, President and
       Chief Executive Officer)

         /s/ Kenneth C. Kieley                     Principal Financial Officer             January 11, 2000
-------------------------------------------      and Principal Accounting Officer
 (Kenneth C. Kieley, Vice President -
 Finance, Chief Financial Officer and
 Secretary)

         /s/ J. Michael Gullard                              Director                      January 11, 2000
-------------------------------------------
(J. Michael Gullard, Chairman of the Board)

         /s/ C. Richard Kramlich                             Director                      January 11, 2000
-------------------------------------------
          (C. Richard Kramlich)

           /s/ Joel P. Adams                                 Director                      January 11, 2000
-------------------------------------------
            (Joel P. Adams)

        /s/ Howard D. Wolfe, Jr.                             Director                      January 11, 2000
-------------------------------------------
        (Howard D. Wolfe, Jr.)

           /s/ H. Leland Murphy                              Director                      January 11, 2000
-------------------------------------------
            (H. Leland Murphy)

          /s/ John S. McCarthy                               Director                      January 11, 2000
-------------------------------------------
           (John S. McCarthy)

          /s/ Suzanne C. Narducci                            Director                      January 11, 2000
-------------------------------------------
           (Suzanne C. Narducci)
</TABLE>

                                      II-4
<PAGE>

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
      Exhibit No.                         Description
      -----------                         -----------
      <C>             <S>
          5.1         Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
         23.1         Consent of Worsham, Forsythe & Wooldridge, L.L.P. (included in Exhibit 5.1).
         23.2         Consent of Ernst & Young LLP, Independent Auditors.
         24.1         Power of Attorney (included on page II-4).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31644}]
{"company-data": {"conformed-name": "NETSOLVE INC", "cik": "0001071342", "assigned-sic": "7373", "irs-number": "752094811", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94401", "film-number": "505292"}, "business-address": {"street1": "12331 RIATA TRACE PARKWAY", "city": "AUSTIN", "state": "TX", "zip": "78727", "phone": "5123403000"}, "mail-address": {"street1": "12331 RIATA TRACE PARKWAY", "city": "AUSTIN", "state": "TX", "zip": "78727"}}
As filed with the Securities and Exchange Commission on January 11, 2000

                                                    Registration No.
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             NETSOLVE, INCORPORATED
             (Exact name of registrant as specified in its charter)
Delaware                                             75-2094811-2
(State or other jurisdiction of incorporation or organization)     (IRS Employer Identification No.)
12331 Riata Trace Parkway
                              Austin, Texas 78727
                                (512) 340-3000
              (Address, including zip code, and telephone number,
             including area code, of principal executive offices)

                 NetSolve, Incorporated 1988 Stock Option Plan
         NetSolve, Incorporated Long-Term Incentive Compensation Plan
                           (Full title of the plans)

            Craig S. Tysdal, President and Chief Executive Officer
                            NetSolve, Incorporated
                           12331 Riata Trace Parkway
                              Austin, Texas 78727
                                (512) 340-3000
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for
                          service, should be sent to:

                    Worsham, Forsythe & Wooldridge, L.L.P.
                          Attn: L. Scott Austin, Esq.
                        1601 Bryan Street, 30/th/ Floor
                              Dallas, Texas 75201
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                  Proposed             Proposed
  Title of Securities to Be Registered         Amount to Be     Maximum Offering    Maximum Aggregate         Amount of
                                                Registered     Price Per Share (1)   Offering Price(1)     Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $ 0.01 per share.    3,951,976 shares        $29.41          $116,227,614.16         $30,685.00
===========================================================================================================================
(1) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low prices per share of Common Stock of NetSolve, Incorporated reported
    on January 5, 2000.

================================================================================
EXPLANATORY NOTE

     The prospectus that is included in this Registration Statement is a
separate reoffer prospectus included pursuant to General Instruction C of Form
S-8.
[NETSOLVE LOGO]

                                 632,591 Shares
                                  Common Stock

     This Prospectus relates to 632,591 shares of NetSolve, Incorporated's
common stock which have been acquired by the selling stockholders pursuant to
the exercise of stock options issued under NetSolve's 1988 Stock Option Plan.

     Sales made by the selling stockholders are expected to be made from time to
time at the then prevailing market price or at negotiated prices. The selling
stockholders will pay any brokerage commission and all other fees and expenses
incurred in connection with these transactions. NetSolve will not receive any of
the proceeds from these sales.

     The common stock is quoted on the NASDAQ National market under the symbol
"NTSL". On January 7, 2000, the closing price of the common stock was $31.750.

                                ________________

     The Securities and Exchange Commission and state securities regulations
have not approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                                ________________

                The date of this Prospectus is January 11, 2000.
You should rely only on the information contained in this prospectus.
NetSolve has not authorized anyone to provide you with information different
from that contained in this prospectus. The selling stockholders are offering to
sell, and seeking offers to buy, shares of common stock only in jurisdictions
where offers and rates are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of the delivery of this prospectus or any sale of common stock.

                                    NETSOLVE

     NetSolve offers a range of services that allow companies to outsource some
or all of the activities relating to the design, implementation, management and
security of their computer networks. NetSolve's network management and security
services are designed to increase network reliability and up-time, reduce
overall network costs, and simplify migration to new technologies. NetSolve also
resells third-party network equipment as a convenience to its network management
services customers.

     NetSolve's executive offices are located at 12331 Riata Trace Parkway,
Austin, Texas 78727. Its telephone number is (512) 340-3000 and its web site is
located at www.netsolve.com. Information contained on this web site is not part
           -----------------
of this prospectus.

                                  RISK FACTORS

     Investing in NetSolve's common stock involves risks. You should be able to
bear a complete loss of your investment. You should carefully consider the
factors set forth on pages 18-24 of NetSolve's Quarterly Report on Form 10-Q for
the quarterly period ended on September 30, 1999, as well as any risk factors
that may be described in subsequent reports filed by NetSolve with the
Securities and Exchange Commission, or SEC.

                              SELLING STOCKHOLDERS

     The shares of common stock that are being offered by this prospectus have
been acquired by the selling stockholders pursuant to the exercise of options
granted by NetSolve under its 1988 Stock Option Plan. Certain of the selling
stockholders have entered into lock-up agreements with the underwriters under
which they agree not to transfer or dispose of, directly or indirectly, any
shares of common stock for a period of 180 days after September 29, 1999. Before
and after the completion of this offering, the selling stockholders will each
own less than one percent (1%) of the outstanding common stock.

     The names and numbers of shares offered by each of the selling stockholders
are as follows:

                Name                      Number of Shares Offered
                ----                      ------------------------

                Louise Allen                                 1,875
                Linda Anderson                               2,063
                Karen Arthur                                 3,050
                Otis Brinkley                              139,392
                Mike Bulriss                                16,114
                Jeff Cannon                                  3,613
                Terry Cheng                                  5,500
                Betsy Corlew                                 2,500
                Carol Cuatt                                  1,406

                                       2
Name                      Number of Shares Offered
                ----                      ------------------------

                Steve Davies                                15,000
                Robert Ditzig                                1,500
                Lisa Elliott                                 1,006
                Michelle Friesenhahn                        14,063
                Albert Garza                                 3,500
                Catherine Hasty                              1,156
                Ken Kieley                                   5,000
                Shell Kristofferson                          1,900
                Stephen Kyriakos                             3,594
                Stacy Liddicoat                              3,334
                Danny Lopez                                 14,763
                Rob Lynch                                   55,000
                Darrell McPhaul                              3,188
                John Merritt                                79,037
                Jim Miller                                   4,000
                Penn Rabb                                    7,583
                Jack Radford                                 1,500
                Mary Ridgway                                 2,050
                Dave Ringer                                  4,150
                Joe Rysdyke                                  1,873
                Scott Sherwood                               2,500
                Gwen Smith                                   3,281
                Darren Spohn                                87,500
                Tim Tisdel                                   5,188
                Michael Turner                             113,750
                Eric Voigt                                   1,000

     Certain unnamed non-affiliates of NetSolve, each of whom may sell up to
1,000 shares of common stock, may also use this prospectus for reoffers and
resales.

     The amount of common stock to be reoffered or resold by means of this
prospectus by each of the selling stockholders and any other person with whom
such selling stockholders is acting in concert for the purposes of selling
NetSolve common stock, may not exceed, during any three month period, the amount
specified in Rule 144(c) promulgated under the Securities Act of 1933, as
amended, or Securities Act.

                                       3
PLAN OF DISTRIBUTION

     NetSolve is registering the common stock on behalf of the selling
stockholders. As used in this prospectus, "selling stockholders" includes any
donees and pledgees selling common stock received from a named selling
stockholder after the date of this prospectus. All costs in connection with the
registration of the common stock will be borne by NetSolve. Brokerage
commissions and similar selling expenes, if any, attrributable to the sales from
time to time of common stock will be borne by the selling stockholders.

     Sales of stock may be made by selling stockholders from time to time in one
or more types of transactions (which may include block transactions) on the
NASDAQ National Market, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the common
stock, through short sales of common stock or a combination of such methods of
sale, at market prices prevailing at the time of sale, or at negotiated prices.
Such transactions may or may not involve brokers or dealers. The selling
stockholders have advised NetSolve that they have not entered into any
agreements, understandings or arrangements with any underwriters or broker-
dealers regarding the sale of their securities, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of common stock
by the selling shareholders.

     The selling shareholders may effect such transactions by selling common
stock directly to purchasers or to or through broker-dealers, which may act as
agents or principals. Such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the selling shareholders and/or
the purchasers of common stock for whom such broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).

     The selling shareholders and any broker-dealers that act in connection with
the sale of common stock might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act of 1934, as amended, or Securities Act,
and any commissions received by such broker-dealers and any profit on the resale
of the common stock sold by them while acting as principals might be deemed to
be underwriting discounts or commissions under the Securities Act. The selling
shareholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the common stock against certain
liabilities, including liabilities arising under the Securities Act.

     Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the NASDAQ National Market pursuant
to Rule 153 under the Securities Act. NetSolve has informed the selling
shareholders that the anti-manipulative provisions of Regulation M promulgated
under the Securities Exchange Act of 1934, as amended, may apply to their sales
in the market.

     Selling shareholders also may resell all or a portion of the common stock
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.

     Upon NetSolve being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling shareholders and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon NetSolve being notified by a
selling shareholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed.

                                       4
Any agent, underwriter or dealer selected by a selling stockholder may
engage in transactions with, or perform services for, NetSolve in the ordinary
course of business.

                      WHERE YOU CAN FIND MORE INFORMATION

     You can read NetSolve's SEC filings, including the registration statement,
over the Internet at the SEC's Web site at http://www.sec/gov.  You may also
                                           -------------------
read and copy any document NetSolve files with the SEC at its public reference
facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, DC
20549; Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World
Trade Center, Thirteenth Floor, new York, New York 10048. You may also obtain
copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifty Street, N.W.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities.

     The SEC allows NetSolve to "incorporate by reference" the information
NetSolve files with them, which means that NetSolve can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and the
information that NetSolve files later with the SEC will automatically update and
supersede this information. NetSolve incorporates by reference its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1999 and any
further filing NetSolve makes with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until all of the
common stock described in this prospectus has been sold.

     You may request a copy of these filings at no cost by writing or contacting
NetSolve, Incorporated, at the following address: Investor Relations Manager,
NetSolve, Incorporated, 12331 Riata Trace Parkway, Austin, Texas 78727;
telephone number (512) 340-3000.

                                       5
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by NetSolve, Incorporated ("NetSolve")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference :

          (a)  NetSolve's Prospectus filed on September 29, 1999 pursuant to
               Rule 424(b) of the Securities Act, which contains audited
               financial statements for NetSolve's latest fiscal year for which
               such statements have been filed; and

          (b)  NetSolve's Quarterly Report on Form 10-Q for the quarterly period
               ended September 30, 1999; and

          (c)  The description of NetSolve's Common Stock contained in
               NetSolve's Registration Statement on Form 8-A filed with the
               Commission under Section 12 of the Securities Exchange Act of
               1934 (the "Exchange Act") on October 20, 1998, including any
               amendment or report filed for the purpose of updating such
               description.

     All documents subsequently filed by NetSolve pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers, as well as
other employees and agents. A corporation may indemnify those individuals
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation). The individuals specified may be
indemnified in those actions, suits or proceedings if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation. Additionally, in a criminal action or proceeding,
these individuals may be indemnified only if they had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case
of actions or suits by or in the right of the corporation, except that:

     .    indemnification only extends to expenses (including attorneys' fees)
          incurred in connection with the defense or settlement of these actions
          or suits; but

     .    if the person seeking indemnification has been found liable to the
          corporation in respect of any claim, issue or matter, no
          indemnification shall be made except to the extent a specified court
          determines the person is fairly and reasonably entitled to indemnity
          for these expenses as the court deems proper.

     The indemnification under the statute is in addition to any other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, agreement or otherwise.

                                      II-1
NetSolve's Bylaws provide that NetSolve shall indemnify its directors and
officers, and may indemnify its employees and agents, to the fullest extent
permitted by law. NetSolve believes that indemnification under its Bylaws covers
at least negligence and gross negligence on the part of indemnified parties.

     In addition to the protection directors receive under NetSolve's By-laws,
the DGCL and the indemnity agreements, NetSolve's Restated Certificate of
Incorporation limits the liability of directors to the fullest extent permitted
by Delaware law. Delaware law provides that a corporation's certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of directors to the corporation or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except for liability
for:

     .    any breach of their duty of loyalty to the corporation or its
          stockholders;

     .    acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law;

     .    improper payments of dividends or improper stock repurchases or
          redemptions as provided in Section 174 of the DGCL; or

     .    any transaction from which the director derived an improper personal
          benefit.

     NetSolve has entered into agreements that indemnify its directors and
executive officers for certain expenses (including attorneys' fees) and, in some
instances, judgments, fines and settlement amounts they incur in certain actions
or proceedings. These actions or proceedings include any action by or in the
right of NetSolve, arising out of their services as a director or officer of
NetSolve, any subsidiary of NetSolve or any other company or enterprise to which
the person provides the services at the request of NetSolve. NetSolve believes
that these provisions and agreements are necessary to attract and retain
qualified directors and officers.

Item 7.   Exemption from Registration Claimed.

          The common stock to be reoffered and resold pursuant to the reoffer
prospectus filed as a part of this Registration Statement was issued and sold by
NetSolve to its employees upon exercise of employee stock options granted under
NetSolve's 1988 Stock Option Plan in reliance upon the exemptions from the
registration provisions of the Securities Act of 1933, as amended, contained in
Rule 701 promulgated under that Act and Section 4(2) of that Act, on the basis
that the transactions did not involve public offerings.

Item 8.   Exhibits.
Exhibit No.                    Description
     -----------                    -----------
5.1        Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
        23.1        Consent of Worsham, Forsythe & Wooldridge, L.L.P.(contained in Exhibit 5.1).
        23.2        Consent of Ernst & Young LLP, Independent Auditors.
        24.1        Power of Attorney (see page II-4).
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
               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.

          (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.

                                      II-2
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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.

                                      II-3
POWER OF ATTORNEY

     Each director and/or officer of the registrant whose signature appears
below hereby appoints the Agent for Service named in this registration statement
as his or her attorney in fact to sign in his or her name and behalf, in any and
all capacities stated below, and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereof also appoints such Agent for
Service as its attorney-in-fact with like authority to sign and file any such
amendments in its name and behalf.

                                   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 Austin, State of Texas, on January 11, 2000.

                                   NETSOLVE, INCORPORATED

                                   By: /s/ Craig S. Tysdal
                                      ---------------------------------
                                      Craig S. Tysdal, President and Chief
                                      Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and with date indicated.
Signature                                     Title                             Date
               ---------                                     -----                             ----
/s/ Craig S. Tysdal                     Principal Executive Officer and           January 11, 2000
-------------------------------------------                  Director
   (Craig S. Tysdal, President and
       Chief Executive Officer)

         /s/ Kenneth C. Kieley                     Principal Financial Officer             January 11, 2000
-------------------------------------------      and Principal Accounting Officer
 (Kenneth C. Kieley, Vice President -
 Finance, Chief Financial Officer and
 Secretary)

         /s/ J. Michael Gullard                              Director                      January 11, 2000
-------------------------------------------
(J. Michael Gullard, Chairman of the Board)

         /s/ C. Richard Kramlich                             Director                      January 11, 2000
-------------------------------------------
          (C. Richard Kramlich)

           /s/ Joel P. Adams                                 Director                      January 11, 2000
-------------------------------------------
            (Joel P. Adams)

        /s/ Howard D. Wolfe, Jr.                             Director                      January 11, 2000
-------------------------------------------
        (Howard D. Wolfe, Jr.)

           /s/ H. Leland Murphy                              Director                      January 11, 2000
-------------------------------------------
            (H. Leland Murphy)

          /s/ John S. McCarthy                               Director                      January 11, 2000
-------------------------------------------
           (John S. McCarthy)

          /s/ Suzanne C. Narducci                            Director                      January 11, 2000
-------------------------------------------
           (Suzanne C. Narducci)
II-4
INDEX TO EXHIBITS
Exhibit No.                         Description
      -----------                         -----------
5.1         Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
         23.1         Consent of Worsham, Forsythe & Wooldridge, L.L.P. (included in Exhibit 5.1).
         23.2         Consent of Ernst & Young LLP, Independent Auditors.
         24.1         Power of Attorney (included on page II-4).