AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2002
                                                 REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8


                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                                  DSL.NET, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


         DELAWARE                                            06-1510312
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                          Identification No.)



                              545 LONG WHARF DRIVE
                               NEW HAVEN, CT 06511
               (Address of Principal Executive Offices) (Zip Code)


                              --------------------


            AMENDED AND RESTATED 2001 STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)


                              --------------------


                             STEPHEN ZAMANSKY, ESQ.
               VICE PRESIDENT-CORPORATE AFFAIRS & GENERAL COUNSEL
                                  DSL.NET, INC.
                              545 LONG WHARF DRIVE
                               NEW HAVEN, CT 06511
                     (Name and Address of Agent For Service)

                                 (203) 772-1000
          (Telephone Number, Including Area Code, of Agent For Service)


                         ------------------------------


                                    Copy to:

                               Mark Burnett, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                                 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

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


                         CALCULATION OF REGISTRATION FEE
================================================================================


<TABLE><CAPTION>
                                                                  PROPOSED        PROPOSED
                                                                  MAXIMUM         MAXIMUM
                                                                  OFFERING       AGGREGATE
                                              AMOUNT TO BE       PRICE PER        OFFERING          AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED         REGISTERED (1)        SHARE           PRICE         REGISTRATION FEE (3)
------------------------------------         --------------      ---------      -----------      --------------------
<S>                                          <C>                 <C>            <C>              <C>
Common Stock (Par Value $.0005 Per Share)        16,000,000      $0.625 (2)     $10,000,000            $920

TOTAL:                                           16,000,000                     $10,000,000            $920
------------------------------------
</TABLE>

(1)  Upon the filing and effectiveness of this Registration Statement on Form
     S-8, the total number of shares of Common Stock registered pursuant to the
     Amended and Restated 2001 Stock Option and Incentive Plan will be
     20,000,000 shares. In addition, pursuant to Rule 416(a) of the General
     Rules and Regulations under the Securities Act of 1933, this Registration
     Statement shall also cover any additional shares of Common Stock which
     become issuable upon exercise of options granted under the DSL.net, Inc.
     Amended and Restated 2001 Stock Option and Incentive Plan by reason of any
     stock dividend, stock split, recapitalization or other similar transaction.

(2)  The exercise price of such options shall be determined at time of grant.
     Accordingly, pursuant to Rule 457(c) and Rule 457(h)(1) of the General
     Rules and Regulations under the Securities Act of 1933, the price of
     $0.625, which is the average of the high and low prices reported on the
     Nasdaq Stock Market on May 30, 2002, is set forth solely for purposes of
     calculating the registration fee.

(3)  Calculated pursuant to Section 6(b) of the Securities Act of 1933.

<PAGE>
                                     PART I

         This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 333-75230 on Form
S-8, as filed with the Securities and Exchange Commission (the "Commission") on
December 14, 2001, relating to the Registrant's 2001 Stock Option and Incentive
Plan, is effective.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2001, filed with the Commission on March 29,
              2002 pursuant to the Exchange Act, which contains audited
              financial statements for the fiscal year ended December 31, 2001;

         (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
              quarter ended March 31, 2002 filed with the Commission on May 9,
              2002 pursuant to the Exchange Act;

         (c)  The Registrant's Current Report on Form 8-K filed with the
              Commission on January 10, 2002; and

         (d)  The section entitled "Description of Registrant's Securities to be
              Registered" contained in the Registrant's Registration Statement
              on Form 8-A, filed with the Commission on October 1, 1999 pursuant
              to Section 12(b) of the Exchange Act.

         All documents subsequently filed with the Commission 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 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 of such documents.


ITEM 8.  EXHIBITS.

         EXHIBIT
         NO.                          EXHIBIT
         -------                      -------

         4.01    Amended and Restated Certificate of Incorporation of the
                 Registrant, as amended (filed herewith).
         4.02    Amended and Restated By-Laws of the Registrant, as amended
                 (filed herewith).
         4.03    Amended and Restated 2001 Stock Option and Incentive Plan
                 (filed herewith).
         5.01    Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
         23.01   Consent of PricewaterhouseCoopers LLP (filed herewith).
         23.02   Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.01).
         24.1    Power of Attorney (included as part of the signature page to
                 this Registration Statement).
<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 the city of New Haven, State of Connecticut, on this 5th day of
June, 2002.

                                       DSL.net, Inc.

                                       By:  /s/ David F. Struwas
                                            -----------------------------------
                                            David F. Struwas, Chairman of the
                                            Board, Class III Director and Chief
                                            Executive Officer


                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of DSL.net, Inc., hereby
severally constitute and appoint David F. Struwas and Stephen Zamansky, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable DSL.net, Inc., to comply with the
provisions of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.

         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 date indicated.

<TABLE><CAPTION>
SIGNATURE                                   TITLE(S)                         DATE
---------                                   --------                         ----
<S>                               <C>                                    <C>
/s/ David F. Struwas              Chairman of the Board, Class III       June 5, 2002
---------------------------       Director and Chief Executive Officer
David F. Struwas                  (Principal Executive Officer)


/s/ Robert J. DeSantis            Chief Financial Officer                June 5, 2002
---------------------------       (Principal Financial
Robert J. DeSantis                and Accounting Officer)


/s/ Harry F. Hopper, III          Class I Director                       June 5, 2002
---------------------------
Harry F. Hopper, III


/s/ Robert D. Hartnett, Jr.       Class I Director                       June 5, 2002
---------------------------
Robert D. Hartnett, Jr.


/s/ Robert G. Gilbertson          Class II Director                      June 5, 2002
---------------------------
Robert G. Gilbertson
<PAGE>


SIGNATURE                                   TITLE(S)                         DATE
---------                                   --------                         ----


/s/ Paul J. Keeler                Class II Director                      June 5, 2002
---------------------------
Paul J. Keeler


/s/ William J. Marshall           Class II Director                      June 5, 2002
---------------------------
William J. Marshall


/s/ James D. Marver               Class III Director                     June 5, 2002
---------------------------
James D. Marver

</TABLE>
<PAGE>
                                  EXHIBIT INDEX




EXHIBIT
NO.                                 EXHIBIT
-------                             -------


4.01     Amended and Restated Certificate of Incorporation of the Registrant, as
         amended (filed herewith).

4.02     Amended and Restated By-Laws of the Registrant, as amended (filed
         herewith).

4.03     Amended and Restated 2001 Stock Option and Incentive Plan (filed
         herewith).

5.01     Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

23.01    Consent of PricewaterhouseCoopers LLP (filed herewith).

23.02    Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.01).

24.1     Power of Attorney (included as part of the signature page to this
         Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "forms-8_11294.txt", "description": "DSL.NET, INC. FORM S-8", "secsgml_size_bytes": 12107}]
{"company-data": {"conformed-name": "DSL NET INC", "cik": "0001085866", "assigned-sic": "4813", "irs-number": "061510312", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89886", "film-number": "02671457"}, "business-address": {"street1": "545 LONG WHARF DR", "city": "NEW HAVEN", "state": "CT", "zip": "06511", "phone": "2037721000"}, "mail-address": {"street1": "545 LONG WHARF DRIVE", "city": "NEW HAVEN", "state": "CT", "zip": "06511"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2002
                                                 REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  DSL.NET, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                            06-1510312
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                          Identification No.)

                              545 LONG WHARF DRIVE
                               NEW HAVEN, CT 06511
               (Address of Principal Executive Offices) (Zip Code)

                              --------------------

            AMENDED AND RESTATED 2001 STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)

                              --------------------

                             STEPHEN ZAMANSKY, ESQ.
               VICE PRESIDENT-CORPORATE AFFAIRS & GENERAL COUNSEL
                                  DSL.NET, INC.
                              545 LONG WHARF DRIVE
                               NEW HAVEN, CT 06511
                     (Name and Address of Agent For Service)

                                 (203) 772-1000
          (Telephone Number, Including Area Code, of Agent For Service)

                         ------------------------------

                                    Copy to:

                               Mark Burnett, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                                 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED        PROPOSED
                                                                  MAXIMUM         MAXIMUM
                                                                  OFFERING       AGGREGATE
                                              AMOUNT TO BE       PRICE PER        OFFERING          AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED         REGISTERED (1)        SHARE           PRICE         REGISTRATION FEE (3)
------------------------------------         --------------      ---------      -----------      --------------------
Common Stock (Par Value $.0005 Per Share)        16,000,000      $0.625 (2)     $10,000,000            $920

TOTAL:                                           16,000,000                     $10,000,000            $920
------------------------------------
(1)  Upon the filing and effectiveness of this Registration Statement on Form
     S-8, the total number of shares of Common Stock registered pursuant to the
     Amended and Restated 2001 Stock Option and Incentive Plan will be
     20,000,000 shares. In addition, pursuant to Rule 416(a) of the General
     Rules and Regulations under the Securities Act of 1933, this Registration
     Statement shall also cover any additional shares of Common Stock which
     become issuable upon exercise of options granted under the DSL.net, Inc.
     Amended and Restated 2001 Stock Option and Incentive Plan by reason of any
     stock dividend, stock split, recapitalization or other similar transaction.

(2)  The exercise price of such options shall be determined at time of grant.
     Accordingly, pursuant to Rule 457(c) and Rule 457(h)(1) of the General
     Rules and Regulations under the Securities Act of 1933, the price of
     $0.625, which is the average of the high and low prices reported on the
     Nasdaq Stock Market on May 30, 2002, is set forth solely for purposes of
     calculating the registration fee.

(3)  Calculated pursuant to Section 6(b) of the Securities Act of 1933.
PART I

         This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement No. 333-75230 on Form
S-8, as filed with the Securities and Exchange Commission (the "Commission") on
December 14, 2001, relating to the Registrant's 2001 Stock Option and Incentive
Plan, is effective.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2001, filed with the Commission on March 29,
              2002 pursuant to the Exchange Act, which contains audited
              financial statements for the fiscal year ended December 31, 2001;

         (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
              quarter ended March 31, 2002 filed with the Commission on May 9,
              2002 pursuant to the Exchange Act;

         (c)  The Registrant's Current Report on Form 8-K filed with the
              Commission on January 10, 2002; and

         (d)  The section entitled "Description of Registrant's Securities to be
              Registered" contained in the Registrant's Registration Statement
              on Form 8-A, filed with the Commission on October 1, 1999 pursuant
              to Section 12(b) of the Exchange Act.

         All documents subsequently filed with the Commission 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 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 of such documents.

ITEM 8.  EXHIBITS.

         EXHIBIT
         NO.                          EXHIBIT
         -------                      -------

         4.01    Amended and Restated Certificate of Incorporation of the
                 Registrant, as amended (filed herewith).
         4.02    Amended and Restated By-Laws of the Registrant, as amended
                 (filed herewith).
         4.03    Amended and Restated 2001 Stock Option and Incentive Plan
                 (filed herewith).
         5.01    Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
         23.01   Consent of PricewaterhouseCoopers LLP (filed herewith).
         23.02   Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.01).
         24.1    Power of Attorney (included as part of the signature page to
                 this Registration Statement).
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 New Haven, State of Connecticut, on this 5th day of
June, 2002.

                                       DSL.net, Inc.

                                       By:  /s/ David F. Struwas
                                            -----------------------------------
                                            David F. Struwas, Chairman of the
                                            Board, Class III Director and Chief
                                            Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of DSL.net, Inc., hereby
severally constitute and appoint David F. Struwas and Stephen Zamansky, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable DSL.net, Inc., to comply with the
provisions of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.

         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 date indicated.
SIGNATURE                                   TITLE(S)                         DATE
---------                                   --------                         ----
/s/ David F. Struwas              Chairman of the Board, Class III       June 5, 2002
---------------------------       Director and Chief Executive Officer
David F. Struwas                  (Principal Executive Officer)

/s/ Robert J. DeSantis            Chief Financial Officer                June 5, 2002
---------------------------       (Principal Financial
Robert J. DeSantis                and Accounting Officer)

/s/ Harry F. Hopper, III          Class I Director                       June 5, 2002
---------------------------
Harry F. Hopper, III

/s/ Robert D. Hartnett, Jr.       Class I Director                       June 5, 2002
---------------------------
Robert D. Hartnett, Jr.

/s/ Robert G. Gilbertson          Class II Director                      June 5, 2002
---------------------------
Robert G. Gilbertson
SIGNATURE                                   TITLE(S)                         DATE
---------                                   --------                         ----

/s/ Paul J. Keeler                Class II Director                      June 5, 2002
---------------------------
Paul J. Keeler

/s/ William J. Marshall           Class II Director                      June 5, 2002
---------------------------
William J. Marshall

/s/ James D. Marver               Class III Director                     June 5, 2002
---------------------------
James D. Marver
EXHIBIT INDEX

EXHIBIT
NO.                                 EXHIBIT
-------                             -------

4.01     Amended and Restated Certificate of Incorporation of the Registrant, as
         amended (filed herewith).

4.02     Amended and Restated By-Laws of the Registrant, as amended (filed
         herewith).

4.03     Amended and Restated 2001 Stock Option and Incentive Plan (filed
         herewith).

5.01     Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

23.01    Consent of PricewaterhouseCoopers LLP (filed herewith).

23.02    Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.01).

24.1     Power of Attorney (included as part of the signature page to this
         Registration Statement).