<PAGE>

    As filed with the Securities and Exchange Commission on April 19, 2000.
                                                   Registration No. 333-_______
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                               NETPLIANCE, INC.
            (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                 74-2902814
               --------                                 ----------
   (State or Other Jurisdiction of                   (I.R.S. Employer
    Incorporation or Organization)                  Identification No.)


                     7600A North Capital of Texas Highway
                             Austin, Texas  78731
                                (512) 493-8300

      (Address, including Zip Code, and Telephone Number, including Area
              Code, of Registrant's Principal Executive Offices)


                    AMENDED AND RESTATED 1999 STOCK OPTION
                           AND RESTRICTED STOCK PLAN

                                      AND

                       2000 EMPLOYEE STOCK PURCHASE PLAN

                           (Full Title of the Plan)


               James E. Cahill                               Copy to:
      Vice President and General Counsel                J. William Wilson
               Netpliance, Inc.                        Hughes & Luce, L.L.P.
     7600A North Capital of Texas Highway         111 Congress Avenue, Suite 900
             Austin, Texas  78731                       Austin, Texas  78701
                (512) 493-8300                             (512) 482-6821

     (Name, Address, and Telephone Number,
   including Area Code, of Agent for Service)

<TABLE>
<CAPTION>

                                    CALCULATION OF REGISTRATION FEE
====================================================================================================
                                             Proposed             Proposed
        Title of             Amount          Maximum              Maximum          Amount of
       Securities             to be       Offering Price         Aggregate        Registration
    to be Registered       Registered/1/   per Share/2,3/   Offering Price/2,3/     Fee/2,3/
----------------------------------------------------------------------------------------------------
<S>                        <C>            <C>               <C>                   <C>
Shares of Common Stock,
 $0.01 par value per
 share                     11,100,000         $8.46875        $54,391,469             $14,360
====================================================================================================
</TABLE>

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
    Registration Statement is deemed to include additional shares of Common
    Stock issuable under the terms of the Amended and Restated 1999 Stock Option
    and Restricted Stock Plan (the "Option Plan") and the 2000 Employee Stock
    Purchase Plan (the "ESPP" and together with the Option Plan, the "Plans")
    pursuant to the antidilution provisions of the Plans.
<PAGE>

(2) Estimated solely for the purpose of calculating the registration fee.

(3) Calculated pursuant to Rule 457(c) and (h) of the Securities Act.
    Accordingly, the price per share of the Common Stock offered hereunder
    pursuant to the Plans is based upon (i) 2,486,430 shares of Common Stock
    originally reserved for issuance under the Plans that are not currently
    subject to outstanding Stock Options or issued as Restricted Stock, at a
    price per share of $8.46875 which is based upon the average of the high and
    low prices reported for the Common Stock on the Nasdaq National Market
    System on April 17, 2000; and (ii) 8,613,570 shares of Common Stock reserved
    for issuance under the Plans subject to Stock Options already granted
    thereunder at a weighted average exercise price of $3.87 per share.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

          The following documents, which have been previously filed with the
Securities and Exchange Commission (the "Commission") by Netpliance, Inc. (the
"Registrant") are incorporated by reference in this Registration Statement:

          (a) The Registrant's Prospectus dated March 17, 2000, filed pursuant
to Rule 424(b)(4) in connection with the Registration Statement on Form S-1,
dated December 23, 1999, as amended (Commission File Number 333-93545).

          (b) All reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1999.

          (c) The description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form 8-A, dated February 29, 2000
(Commission File Number 001-15715), including any amendment or report filed for
the purpose of updating such description.

          All documents subsequently filed by the Registrant 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 of the shares of Common Stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

          Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

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

          Not applicable.

                                      II-1
<PAGE>

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          As permitted by the Delaware General Corporation Law ("DGCL"), the
Registrant's Bylaws provide that the directors and officers of the Registrant
will be indemnified by the Registrant against certain liabilities that those
persons may incur in their capacities as directors or officers. Furthermore, the
Registrant's Certificate of Incorporation eliminates the liability of directors
of the Registrant to the maximum extent permitted by the DGCL.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not applicable.

Item 8.   Exhibits.
          --------

          The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.

Item 9.   Undertakings.
          ------------

          (a) The 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, as amended (the "Securities Act");

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

                  (iii) To include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

              (2) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement 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.

          (b) The 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 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.

          (c) Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, 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 by the Registrant 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>

                                  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 Austin, Texas, on April 18, 2000.

                                  NETPLIANCE, INC.

                                  By:         /s/ KENT A. SAVAGE
                                     -------------------------------------
                                                 Kent A. Savage
                                     President and Chief Executive Officer

                                  By:  /s/ BARBARA A. KACZYNSKI
                                     -------------------------------------
                                              Barbara A. Kaczynski
                                            Chief Financial Officer


          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

                               POWER OF ATTORNEY

          We, the undersigned officers and directors of Netpliance, Inc., hereby
severally constitute and appoint Kent A. Savage and Barbara A. Kaczynski, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
amendments (including post-effective amendments) to the Registration Statement,
and generally to do all things in our name and behalf in the capacities
indicated below to enable Netpliance, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements to the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.


          Signature                        Title                      Date
          ---------                        -----                      ----


/s/ JOHN F. MCHALE                  Chairman of the Board         April 18, 2000
-------------------------
   John F. McHale



/s/ KENT A. SAVAGE            President, Chief Executive Officer  April 18, 2000
-------------------------                 and Director
   Kent A. Savage                (Principal Executive Officer)


                                      II-4
<PAGE>

/s/ BARBARA A. KACZYNSKI            Chief Financial Officer       April 18, 2000
-------------------------        (Principal Financial Officer)
   Barbara A. Kaczynski


/s/ M. DAVID HAMPTON               Treasurer and Controller       April 18, 2000
-------------------------       (Principal Accounting Officer)
   M. David Hampton


/s/ PAUL S. ZITO                    Director and Secretary        April 18, 2000
-------------------------
   Paul S. Zito


/s/ MICHAEL R. CORBOY                    Director                 April 18, 2000
-------------------------
  Michael R. Corboy


/s/ DAVID S. LUNDEEN                     Director                 April 18, 2000
-------------------------
   David S. Lundeen


/s/ STEVEN G. PAPERMASTER                Director                 April 18, 2000
-------------------------
   Steven G. Papermaster


/s/ JAMES M. MANSOUR                     Director                April 18, 2000
-------------------------
   James M. Mansour


/s/ GRANT A. DOVE                        Director                 April 18, 2000
-------------------------
   Grant A. Dove


                                         Director
-------------------------
  Kevin Denuccio

                                      II-5
<PAGE>

                               INDEX TO EXHIBITS


Exhibit Number                          Exhibit
--------------------------------------------------------------------------------

4.1                 Netpliance, Inc. Amended and Restated 1999 Stock Option and
                    Restricted Stock Plan (incorporated herein by reference to
                    Exhibit 10.5 to the Registrant's Registration Statement on
                    Form S-1, as amended, filed with the Commission on December
                    23, 1999, File No. 333-93545).

4.2                 Netpliance, Inc. 2000 Employee Stock Purchase Plan
                    (incorporated herein by reference to Exhibit 10.6 to the
                    Registrant's Registration Statement on Form S-1, as amended,
                    filed with the Commission on December 23, 1999, File No.
                    333-93545).

5.1*                Opinion of Hughes & Luce, L.L.P.

23.1*               Consent of Hughes & Luce, L.L.P.
                    (Contained in Exhibit 5.1)

23.2*               Consent of KPMG LLP

24.1*               Power of Attorney (Contained at page II-6)

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

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16764}]
{"company-data": {"conformed-name": "NETPLIANCE INC", "cik": "0001097297", "assigned-sic": "7374", "irs-number": "770463167", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35146", "film-number": "604772"}, "business-address": {"street1": "7600A NORTH CAPITAL OF TEXAS HIGHWAY", "street2": "512-493-8373", "city": "AUSTIN", "state": "TX", "zip": "78731", "phone": "5124938300"}, "mail-address": {"street1": "7600A NORTH CAPITAL OF TEXAS HIGHWAY", "city": "AUSTIN", "state": "TX", "zip": "78731"}}
As filed with the Securities and Exchange Commission on April 19, 2000.
                                                   Registration No. 333-_______
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                               NETPLIANCE, INC.
            (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                 74-2902814
               --------                                 ----------
   (State or Other Jurisdiction of                   (I.R.S. Employer
    Incorporation or Organization)                  Identification No.)

                     7600A North Capital of Texas Highway
                             Austin, Texas  78731
                                (512) 493-8300

      (Address, including Zip Code, and Telephone Number, including Area
              Code, of Registrant's Principal Executive Offices)

                    AMENDED AND RESTATED 1999 STOCK OPTION
                           AND RESTRICTED STOCK PLAN

                                      AND

                       2000 EMPLOYEE STOCK PURCHASE PLAN

                           (Full Title of the Plan)

               James E. Cahill                               Copy to:
      Vice President and General Counsel                J. William Wilson
               Netpliance, Inc.                        Hughes & Luce, L.L.P.
     7600A North Capital of Texas Highway         111 Congress Avenue, Suite 900
             Austin, Texas  78731                       Austin, Texas  78701
                (512) 493-8300                             (512) 482-6821

     (Name, Address, and Telephone Number,
   including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================
                                             Proposed             Proposed
        Title of             Amount          Maximum              Maximum          Amount of
       Securities             to be       Offering Price         Aggregate        Registration
    to be Registered       Registered/1/   per Share/2,3/   Offering Price/2,3/     Fee/2,3/
----------------------------------------------------------------------------------------------------
Shares of Common Stock,
 $0.01 par value per
 share                     11,100,000         $8.46875        $54,391,469             $14,360
====================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
    Registration Statement is deemed to include additional shares of Common
    Stock issuable under the terms of the Amended and Restated 1999 Stock Option
    and Restricted Stock Plan (the "Option Plan") and the 2000 Employee Stock
    Purchase Plan (the "ESPP" and together with the Option Plan, the "Plans")
    pursuant to the antidilution provisions of the Plans.
(2) Estimated solely for the purpose of calculating the registration fee.

(3) Calculated pursuant to Rule 457(c) and (h) of the Securities Act.
    Accordingly, the price per share of the Common Stock offered hereunder
    pursuant to the Plans is based upon (i) 2,486,430 shares of Common Stock
    originally reserved for issuance under the Plans that are not currently
    subject to outstanding Stock Options or issued as Restricted Stock, at a
    price per share of $8.46875 which is based upon the average of the high and
    low prices reported for the Common Stock on the Nasdaq National Market
    System on April 17, 2000; and (ii) 8,613,570 shares of Common Stock reserved
    for issuance under the Plans subject to Stock Options already granted
    thereunder at a weighted average exercise price of $3.87 per share.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

          The following documents, which have been previously filed with the
Securities and Exchange Commission (the "Commission") by Netpliance, Inc. (the
"Registrant") are incorporated by reference in this Registration Statement:

          (a) The Registrant's Prospectus dated March 17, 2000, filed pursuant
to Rule 424(b)(4) in connection with the Registration Statement on Form S-1,
dated December 23, 1999, as amended (Commission File Number 333-93545).

          (b) All reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1999.

          (c) The description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form 8-A, dated February 29, 2000
(Commission File Number 001-15715), including any amendment or report filed for
the purpose of updating such description.

          All documents subsequently filed by the Registrant 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 of the shares of Common Stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

          Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

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

          Not applicable.

                                      II-1
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          As permitted by the Delaware General Corporation Law ("DGCL"), the
Registrant's Bylaws provide that the directors and officers of the Registrant
will be indemnified by the Registrant against certain liabilities that those
persons may incur in their capacities as directors or officers. Furthermore, the
Registrant's Certificate of Incorporation eliminates the liability of directors
of the Registrant to the maximum extent permitted by the DGCL.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not applicable.

Item 8.   Exhibits.
          --------

          The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.

Item 9.   Undertakings.
          ------------

          (a) The 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, as amended (the "Securities Act");

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

                  (iii) To include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

              (2) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement 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.

          (b) The 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 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.

          (c) Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, 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 by the Registrant 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
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 Austin, Texas, on April 18, 2000.

                                  NETPLIANCE, INC.

                                  By:         /s/ KENT A. SAVAGE
                                     -------------------------------------
                                                 Kent A. Savage
                                     President and Chief Executive Officer

                                  By:  /s/ BARBARA A. KACZYNSKI
                                     -------------------------------------
                                              Barbara A. Kaczynski
                                            Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

                               POWER OF ATTORNEY

          We, the undersigned officers and directors of Netpliance, Inc., hereby
severally constitute and appoint Kent A. Savage and Barbara A. Kaczynski, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
amendments (including post-effective amendments) to the Registration Statement,
and generally to do all things in our name and behalf in the capacities
indicated below to enable Netpliance, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements to the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

          Signature                        Title                      Date
          ---------                        -----                      ----

/s/ JOHN F. MCHALE                  Chairman of the Board         April 18, 2000
-------------------------
   John F. McHale

/s/ KENT A. SAVAGE            President, Chief Executive Officer  April 18, 2000
-------------------------                 and Director
   Kent A. Savage                (Principal Executive Officer)

                                      II-4
/s/ BARBARA A. KACZYNSKI            Chief Financial Officer       April 18, 2000
-------------------------        (Principal Financial Officer)
   Barbara A. Kaczynski

/s/ M. DAVID HAMPTON               Treasurer and Controller       April 18, 2000
-------------------------       (Principal Accounting Officer)
   M. David Hampton

/s/ PAUL S. ZITO                    Director and Secretary        April 18, 2000
-------------------------
   Paul S. Zito

/s/ MICHAEL R. CORBOY                    Director                 April 18, 2000
-------------------------
  Michael R. Corboy

/s/ DAVID S. LUNDEEN                     Director                 April 18, 2000
-------------------------
   David S. Lundeen

/s/ STEVEN G. PAPERMASTER                Director                 April 18, 2000
-------------------------
   Steven G. Papermaster

/s/ JAMES M. MANSOUR                     Director                April 18, 2000
-------------------------
   James M. Mansour

/s/ GRANT A. DOVE                        Director                 April 18, 2000
-------------------------
   Grant A. Dove

                                         Director
-------------------------
  Kevin Denuccio

                                      II-5
INDEX TO EXHIBITS

Exhibit Number                          Exhibit
--------------------------------------------------------------------------------

4.1                 Netpliance, Inc. Amended and Restated 1999 Stock Option and
                    Restricted Stock Plan (incorporated herein by reference to
                    Exhibit 10.5 to the Registrant's Registration Statement on
                    Form S-1, as amended, filed with the Commission on December
                    23, 1999, File No. 333-93545).

4.2                 Netpliance, Inc. 2000 Employee Stock Purchase Plan
                    (incorporated herein by reference to Exhibit 10.6 to the
                    Registrant's Registration Statement on Form S-1, as amended,
                    filed with the Commission on December 23, 1999, File No.
                    333-93545).

5.1*                Opinion of Hughes & Luce, L.L.P.

23.1*               Consent of Hughes & Luce, L.L.P.
                    (Contained in Exhibit 5.1)

23.2*               Consent of KPMG LLP

24.1*               Power of Attorney (Contained at page II-6)

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

                                      II-6