AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2000
                                                     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 Identification No.)
 Incorporation or Organization)

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

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

              VECTOR INTERNET SERVICES, INC. 1999 STOCK OPTION PLAN
              VECTOR INTERNET SERVICES, INC. 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                             STEPHEN ZAMANSKY, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                                  DSL.NET, INC.
                              545 LONG WHARF DRIVE
                          NEW HAVEN, CONNECTICUT 06511
                     (Name and Address of Agent for Service)

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

                                    Copy to:

                            JEFFREY A. CLOPECK, ESQ.
                             DAY, BERRY & HOWARD LLP
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 345-4600
================================================================================
<PAGE>

                         CALCULATION OF REGISTRATION FEE

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

<TABLE><CAPTION>
                                                              PROPOSED           PROPOSED
                                                               MAXIMUM            MAXIMUM          AMOUNT OF
                                           AMOUNT TO BE     OFFERING PRICE       AGGREGATE        REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED       REGISTERED(1)      PER SHARE        OFFERING PRICE        FEE (3)
------------------------------------       -------------      ---------        --------------        -------
<S>                                            <C>             <C>             <C>                   <C>
Common Stock (Par Value                        550,402         $1.71(2)        $  941,187.42         $261.65
$.0005 Per Share)                              348,524         $2.99(2)        $1,042,086.76         $289.70
                                            ----------        ----------       -------------         -------
                    TOTAL:                     898,926                         $1,983,274.18         $551.35
</TABLE>

(1)      In addition, pursuant to rule 416(a), the Registration Statement also
         covers such indeterminate number of additional shares of Common Stock
         as is necessary to eliminate any dilutive effect of any future stock
         split, stock dividend or similar transaction.

(2)      Such shares are issuable upon exercise of outstanding options with
         fixed exercise prices. Pursuant to Rule 457(h) the aggregate offering
         price and the fee have been computed upon the basis of the price at
         which the options may be exercised. The offering price per share set
         forth for such shares is the exercise price per share at which such
         options are exercisable.

(3)      Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
         amended (the "Securities Act").

















                                      -2-
<PAGE>

         This Registration Statement covers an aggregate of 898,926 shares of
Common Stock of DSL.net, Inc. ("DSL" or the "Registrant") issuable upon exercise
of options granted pursuant to the 1999 Stock Option Plan and the 1997 Stock
Option Plan (collectively, the "Vector Stock Option Plans") of Vector Internet
Services, Inc. ("Vector"). Vector was acquired by DSL on May 26, 2000 pursuant
to an Agreement and Plan of Merger dated as of May 25, 2000 (the "Merger
Agreement"). Pursuant to the terms of the Merger Agreement, DSL assumed all of
the then outstanding options granted under the Vector Stock Option Plans, which
became options to purchase an aggregate of 898,926 shares of DSL common stock.
No additional options will be granted by DSL under such plans.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     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, 1999;

         (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 2000;

         (c)    The Registrant's Current Report on Form 8-K/A filed on February
                8, 2000 and Current Report on Form 8-K filed on June 8, 2000;

         (d)    The section entitled "Description of Registrant's Securities to
                be Registered" contained in the Registrant's Registration
                Statement on Form 8-A, filed pursuant to Section 12(g) of the
                Exchange Act on October 1, 1999, and incorporating by reference
                the information contained in the Registrant's Registration
                Statement No. 333-80141 on Form S-1, as amended (the "Form
                S-1").

                                      -3-
<PAGE>

         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 herein 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 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law, the Registrant's Amended and
Restated Certificate of Incorporation and the Registrant's Amended and Restated
By-Laws provide for indemnification of the Registrant's directors and officers
for liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant and, with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Reference is made to the Registrant's Amended and Restated Certificate
of Incorporation and the Amended and Restated By-Laws filed as Exhibits 3.02 and
3.03, respectively, to the Registrant's Form S-1 and incorporated herein by
reference.

         The Registrant maintains directors and officers liability insurance for
the benefit of its directors and officers.

         The underwriting Agreements (the "Underwriting Agreements") dated as of
October 6, 1999 and February 25, 2000, respectively, by and among the Registrant
and the Underwriters listed on Schedule I thereto (the "Underwriters") which
were executed in connection with the Registrant's initial public offering and
follow-on public offering provide that the Underwriters are obligated, under
certain circumstances, to indemnify the Registrant, its directors, its officers
who signed the Registrant's Registration Statements on Form S-1 (No. 333-80141
and No. 333-96349) and controlling persons of the Registrant against certain
liabilities, including liabilities under the Securities Act. Reference is made
to the forms of Underwriting Agreement filed as Exhibit 1.01 to such Forms S-1.

         The Vector Stock Option Plans each provide that the directors shall be
indemnified against all costs and expenses reasonably incurred by them in
connection with any action, suit, or proceeding to which they or any of them may
be party by reason of any action taken, or failure to act, under or in
connection with the Vector Stock Option Plans or any option granted thereunder,
and against all amounts paid by them or any of them in satisfaction of a
judgment in any such action, suit, or proceeding, except a judgement based upon
a finding of bad faith.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      -4-
<PAGE>

ITEM 8.  EXHIBITS.

Exhibit No.       Description of Exhibit
-----------       ----------------------

  4.1             Specimen Certificate for shares of the Registrant's Common
                  Stock (filed as Exhibit 4.01 to the Registrant's Registration
                  Statement on Form S-1 (Registration No. 333-80141) and
                  incorporated herein by reference).

  4.2             Amended and Restated Certificate of Incorporation of the
                  Registrant (filed as Exhibit 3.02 to the Registrant's
                  Registration Statement on Form S-1 (Registration No.
                  333-80141) and incorporated herein by reference).

  4.3             Amended and Restated By-Laws of the Registrant (filed as
                  Exhibit 3.03 to the Registrant's Registration Statement on
                  Form S-1 (Registration No. 333-80141) and incorporated herein
                  by reference).

  4.4             Vector Internet Services, Inc. 1999 Stock Option Plan.

  4.5             Vector Internet Services, Inc. 1997 Stock Option Plan.

  5.1             Opinion of Day, Berry & Howard LLP.

  23.1            Consent of PricewaterhouseCoopers LLP.

  23.2            Consent of Day, Berry & Howard LLP (included in Exhibit 5.1)

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

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                                      -5-
<PAGE>

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

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the registration statement is on Form S-3, Form
                  S-8 or Form F-3, and the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed with or furnished to the Commission
                  by the Registrant pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

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

         (b) The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the Registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.




                                      -6-
<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 8th day of
June, 2000.

                                      DSL.NET, INC.

                                      By:  /s/ David Struwas
                                         ---------------------------------------
                                           David Struwas
                                           President 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 Struwas and Stephen Zamansky and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead in any and all capacities (until
revoked in writing) to sign all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of DSL.net. Inc., and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute, may lawfully do or cause to be done by virtue hereof.

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

<TABLE><CAPTION>
      Signature                          Title(s)                                      Date
      ---------                          --------                                      ----
<S>                                <C>                                              <C>
  /s/ David F. Struwas             President, Chief Executive Officer and           June 8, 2000
--------------------------------   Director (Principal Executive Officer)
  David F. Struwas

  /s/ Robert Q. Berlin             Chief Financial Officer and Vice President,      June 8, 2000
-------------------------------    Strategic Planning (Principal Financial and
  Robert Q. Berlin                 Accounting Officer)

  /s/ Robert Gilbertson            Director                                         June 8, 2000
-------------------------------
  Robert Gilbertson

  /s/ William J. Marshall          Director                                         June 8, 2000
-------------------------------
  William J. Marshall

  /s/ William Seifert              Director                                         June 8, 2000
-------------------------------
  William Seifert

  /s/ James D. Marver              Director                                         June 8, 2000
-------------------------------
  James D. Marver

  /s/ Paul K. Sun                  Director                                         June 8, 2000
-------------------------------
  Paul K. Sun
</TABLE>
                                      -7-
<PAGE>

                                  EXHIBIT INDEX



Exhibit No.       Description of Exhibit
-----------       ----------------------

   4.1            Specimen Certificate for shares of the Registrant's Common
                  Stock (filed as Exhibit 4.01 to the Registrant's Registration
                  Statement on Form S-1 (Registration No. 333-80141) and
                  incorporated herein by reference).

   4.2            Amended and Restated Certificate of Incorporation of the
                  Registrant (filed as Exhibit 3.02 to the Registrant's
                  Registration Statement on Form S-1 (Registration No.
                  333-80141) and incorporated herein by reference).

   4.3            Amended and Restated By-Laws of the Registrant (filed as
                  Exhibit 3.03 to the Registrant's Registration Statement on
                  Form S-1 (Registration No. 333-80141) and incorporated herein
                  by reference).

   4.4            Vector Internet Services, Inc. 1999 Stock Option Plan.

   4.5            Vector Internet Services, Inc. 1997 Stock Option Plan.

   5.1            Opinion of Day, Berry & Howard LLP.

   23.1           Consent of PricewaterhouseCoopers LLP.

   23.2           Consent of Day, Berry & Howard LLP (included in Exhibit 5.1).

   24.1           Power of Attorney (included as part of the signature page to
                  this Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 22654}]
{"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": "333-39016", "film-number": "652773"}, "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 9, 2000
                                                     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 Identification No.)
 Incorporation or Organization)

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

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

              VECTOR INTERNET SERVICES, INC. 1999 STOCK OPTION PLAN
              VECTOR INTERNET SERVICES, INC. 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                             STEPHEN ZAMANSKY, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                                  DSL.NET, INC.
                              545 LONG WHARF DRIVE
                          NEW HAVEN, CONNECTICUT 06511
                     (Name and Address of Agent for Service)

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

                                    Copy to:

                            JEFFREY A. CLOPECK, ESQ.
                             DAY, BERRY & HOWARD LLP
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 345-4600
================================================================================
CALCULATION OF REGISTRATION FEE

================================================================================
PROPOSED           PROPOSED
                                                               MAXIMUM            MAXIMUM          AMOUNT OF
                                           AMOUNT TO BE     OFFERING PRICE       AGGREGATE        REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED       REGISTERED(1)      PER SHARE        OFFERING PRICE        FEE (3)
------------------------------------       -------------      ---------        --------------        -------
Common Stock (Par Value                        550,402         $1.71(2)        $  941,187.42         $261.65
$.0005 Per Share)                              348,524         $2.99(2)        $1,042,086.76         $289.70
                                            ----------        ----------       -------------         -------
                    TOTAL:                     898,926                         $1,983,274.18         $551.35
(1)      In addition, pursuant to rule 416(a), the Registration Statement also
         covers such indeterminate number of additional shares of Common Stock
         as is necessary to eliminate any dilutive effect of any future stock
         split, stock dividend or similar transaction.

(2)      Such shares are issuable upon exercise of outstanding options with
         fixed exercise prices. Pursuant to Rule 457(h) the aggregate offering
         price and the fee have been computed upon the basis of the price at
         which the options may be exercised. The offering price per share set
         forth for such shares is the exercise price per share at which such
         options are exercisable.

(3)      Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
         amended (the "Securities Act").

                                      -2-
This Registration Statement covers an aggregate of 898,926 shares of
Common Stock of DSL.net, Inc. ("DSL" or the "Registrant") issuable upon exercise
of options granted pursuant to the 1999 Stock Option Plan and the 1997 Stock
Option Plan (collectively, the "Vector Stock Option Plans") of Vector Internet
Services, Inc. ("Vector"). Vector was acquired by DSL on May 26, 2000 pursuant
to an Agreement and Plan of Merger dated as of May 25, 2000 (the "Merger
Agreement"). Pursuant to the terms of the Merger Agreement, DSL assumed all of
the then outstanding options granted under the Vector Stock Option Plans, which
became options to purchase an aggregate of 898,926 shares of DSL common stock.
No additional options will be granted by DSL under such plans.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     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, 1999;

         (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 2000;

         (c)    The Registrant's Current Report on Form 8-K/A filed on February
                8, 2000 and Current Report on Form 8-K filed on June 8, 2000;

         (d)    The section entitled "Description of Registrant's Securities to
                be Registered" contained in the Registrant's Registration
                Statement on Form 8-A, filed pursuant to Section 12(g) of the
                Exchange Act on October 1, 1999, and incorporating by reference
                the information contained in the Registrant's Registration
                Statement No. 333-80141 on Form S-1, as amended (the "Form
                S-1").

                                      -3-
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 herein 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 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law, the Registrant's Amended and
Restated Certificate of Incorporation and the Registrant's Amended and Restated
By-Laws provide for indemnification of the Registrant's directors and officers
for liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant and, with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Reference is made to the Registrant's Amended and Restated Certificate
of Incorporation and the Amended and Restated By-Laws filed as Exhibits 3.02 and
3.03, respectively, to the Registrant's Form S-1 and incorporated herein by
reference.

         The Registrant maintains directors and officers liability insurance for
the benefit of its directors and officers.

         The underwriting Agreements (the "Underwriting Agreements") dated as of
October 6, 1999 and February 25, 2000, respectively, by and among the Registrant
and the Underwriters listed on Schedule I thereto (the "Underwriters") which
were executed in connection with the Registrant's initial public offering and
follow-on public offering provide that the Underwriters are obligated, under
certain circumstances, to indemnify the Registrant, its directors, its officers
who signed the Registrant's Registration Statements on Form S-1 (No. 333-80141
and No. 333-96349) and controlling persons of the Registrant against certain
liabilities, including liabilities under the Securities Act. Reference is made
to the forms of Underwriting Agreement filed as Exhibit 1.01 to such Forms S-1.

         The Vector Stock Option Plans each provide that the directors shall be
indemnified against all costs and expenses reasonably incurred by them in
connection with any action, suit, or proceeding to which they or any of them may
be party by reason of any action taken, or failure to act, under or in
connection with the Vector Stock Option Plans or any option granted thereunder,
and against all amounts paid by them or any of them in satisfaction of a
judgment in any such action, suit, or proceeding, except a judgement based upon
a finding of bad faith.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      -4-
ITEM 8.  EXHIBITS.

Exhibit No.       Description of Exhibit
-----------       ----------------------

  4.1             Specimen Certificate for shares of the Registrant's Common
                  Stock (filed as Exhibit 4.01 to the Registrant's Registration
                  Statement on Form S-1 (Registration No. 333-80141) and
                  incorporated herein by reference).

  4.2             Amended and Restated Certificate of Incorporation of the
                  Registrant (filed as Exhibit 3.02 to the Registrant's
                  Registration Statement on Form S-1 (Registration No.
                  333-80141) and incorporated herein by reference).

  4.3             Amended and Restated By-Laws of the Registrant (filed as
                  Exhibit 3.03 to the Registrant's Registration Statement on
                  Form S-1 (Registration No. 333-80141) and incorporated herein
                  by reference).

  4.4             Vector Internet Services, Inc. 1999 Stock Option Plan.

  4.5             Vector Internet Services, Inc. 1997 Stock Option Plan.

  5.1             Opinion of Day, Berry & Howard LLP.

  23.1            Consent of PricewaterhouseCoopers LLP.

  23.2            Consent of Day, Berry & Howard LLP (included in Exhibit 5.1)

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

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                                      -5-
(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 registration statement is on Form S-3, Form
                  S-8 or Form F-3, and the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed with or furnished to the Commission
                  by the Registrant pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

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

         (b) The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the Registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

                                      -6-
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 8th day of
June, 2000.

                                      DSL.NET, INC.

                                      By:  /s/ David Struwas
                                         ---------------------------------------
                                           David Struwas
                                           President 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 Struwas and Stephen Zamansky and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead in any and all capacities (until
revoked in writing) to sign all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of DSL.net. Inc., and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                          Title(s)                                      Date
      ---------                          --------                                      ----
/s/ David F. Struwas             President, Chief Executive Officer and           June 8, 2000
--------------------------------   Director (Principal Executive Officer)
  David F. Struwas

  /s/ Robert Q. Berlin             Chief Financial Officer and Vice President,      June 8, 2000
-------------------------------    Strategic Planning (Principal Financial and
  Robert Q. Berlin                 Accounting Officer)

  /s/ Robert Gilbertson            Director                                         June 8, 2000
-------------------------------
  Robert Gilbertson

  /s/ William J. Marshall          Director                                         June 8, 2000
-------------------------------
  William J. Marshall

  /s/ William Seifert              Director                                         June 8, 2000
-------------------------------
  William Seifert

  /s/ James D. Marver              Director                                         June 8, 2000
-------------------------------
  James D. Marver

  /s/ Paul K. Sun                  Director                                         June 8, 2000
-------------------------------
  Paul K. Sun
-7-
EXHIBIT INDEX

Exhibit No.       Description of Exhibit
-----------       ----------------------

   4.1            Specimen Certificate for shares of the Registrant's Common
                  Stock (filed as Exhibit 4.01 to the Registrant's Registration
                  Statement on Form S-1 (Registration No. 333-80141) and
                  incorporated herein by reference).

   4.2            Amended and Restated Certificate of Incorporation of the
                  Registrant (filed as Exhibit 3.02 to the Registrant's
                  Registration Statement on Form S-1 (Registration No.
                  333-80141) and incorporated herein by reference).

   4.3            Amended and Restated By-Laws of the Registrant (filed as
                  Exhibit 3.03 to the Registrant's Registration Statement on
                  Form S-1 (Registration No. 333-80141) and incorporated herein
                  by reference).

   4.4            Vector Internet Services, Inc. 1999 Stock Option Plan.

   4.5            Vector Internet Services, Inc. 1997 Stock Option Plan.

   5.1            Opinion of Day, Berry & Howard LLP.

   23.1           Consent of PricewaterhouseCoopers LLP.

   23.2           Consent of Day, Berry & Howard LLP (included in Exhibit 5.1).

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