AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000

REGISTRATION NO. 333-32040
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NETWORK PLUS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 4813 04-3430576
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

234 COPELAND STREET
QUINCY, MASSACHUSETTS 02169
(617) 786-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JAMES J. CROWLEY, ESQ.
EXECUTIVE VICE PRESIDENT AND
CHIEF OPERATING OFFICER
NETWORK PLUS CORP.
234 COPELAND STREET
QUINCY, MASSACHUSETTS 02169
(617) 786-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

WITH COPIES TO:

JEFFREY N. CARP, ESQ. JOHN T. GAFFNEY, ESQ.
WILLIAM S. GEHRKE, ESQ. CRAVATH, SWAINE & MOORE
HALE AND DORR LLP 825 EIGHTH AVENUE
60 STATE STREET NEW YORK, NEW YORK 10019
BOSTON, MASSACHUSETTS 02109 (212) 474-1000
(617) 526-6000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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2

EXPLANATORY NOTE

This Amendment No. 2 to Form S-1 (File No. 333-32040) of Network Plus Corp.
is filed solely to file the exhibits listed in Item 16 and the Exhibit Index.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

EXHIBIT
NO. DESCRIPTION
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1 -- Form of Underwriting Agreement.
4.1(1) -- Exchange and Registration Rights Agreement dated as of
September 1, 1998, between Network Plus and Goldman, Sachs &
Co., Lehman Brothers Inc., and Merrill Lynch, Pierce, Fenner
& Smith Incorporated.
4.2(2) -- Form of Common Stock Certificate.
4.3 -- Form of Certificate of Designation for % Series A
Cumulative Convertible Preferred Stock.
4.4 -- Form of Deposit Agreement for Depositary Shares representing
% Series A Cumulative Convertible Preferred Stock.
5 -- Opinion of Hale and Dorr LLP.
23.1+ -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Hale and Dorr LLP (included in their opinion
filed as Exhibit 5).
24+ -- Power of Attorney (included on the signature page of this
registration statement).
27+ -- Financial Data Schedule.

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(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 333-64633).

(2) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 333-79479).

+ Previously filed.

2
3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Quincy, State of Massachusetts, as of April 5, 2000.

NETWORK PLUS CORP.

By: /s/ JAMES J. CROWLEY
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James J. Crowley
Executive Vice President, Chief
Operating Officer and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to Registration Statement on Form S-3 has been signed below by
the following persons, in the capacities indicated, as of April 5, 2000.

NAME TITLE
---- -----

* Chairman of the Board
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Robert T. Hale

* President, Chief Executive Officer and
- ----------------------------------------------------- Director (Principal Executive Officer)
Robert T. Hale, Jr.

/s/ JAMES J. CROWLEY Executive Vice President, Chief Operating
- ----------------------------------------------------- Officer, Secretary and Director
James J. Crowley

* Executive Vice President of Finance, Chief
- ----------------------------------------------------- Financial Officer and Treasurer (Principal
George Alex Financial and Accounting Officer)

* Director
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David D. Martin

* Director
- -----------------------------------------------------
Joseph C. McNay

*By: /s/ JAMES J. CROWLEY
-----------------------------------------------------
James J. Crowley
Attorney-in-fact

3
4

EXHIBIT INDEX

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

- ---------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 333-64633).

(2) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 333-79479).

+ Previously filed.