AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1999

REGISTRATION NO. 333-79479
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2

TO
FORM S-1
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
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,
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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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EXPLANATORY NOTE

This Amendment No. 2 to Form S-1 (File No. 333-79479) 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
- ------- -----------

1 -- Form of Underwriting Agreement.
3.1* -- Certificate of Incorporation.
3.2* -- Certificate of Designation of the Series A preferred stock.
3.3* -- By-laws.
3.4*** -- Form of Certificate of Amendment to Certificate of
Incorporation, as will be in effect following the
effectiveness of this Registration Statement.
3.5*** -- Form of Amended and Restated Certificate of Incorporation,
as will be in effect following the closing of the offering.
3.6*** -- Form of Amended and Restated By-laws, as will be in effect
upon the closing of the offering.
4.1* -- 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* -- Purchase Agreement dated as of September 1, 1998 between
Network Plus and Goldman, Sachs & Co., Lehman Brothers Inc.,
and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
4.3*** -- Form of Common Stock Certificate.
5*** -- Opinion of Hale and Dorr LLP.
10.1*** -- 1998 Stock Incentive Plan, as amended.
10.2*** -- 1998 Director Stock Option Plan, as amended.
10.3+* -- Resale Solutions Switched Services Agreement dated as of
June 21, 1998 between Network Plus, Inc. and Sprint
Communications Company L.P.
10.4+* -- Agreement for the Provision of Fiber Optic Facilities and
Services dated as of July 17, 1998 between Network Plus,
Inc. and Northeast Optic Network, Inc.
10.5+* -- IRU Agreement dated as of July 17, 1998 between Network
Plus, Inc. and Qwest Communications Corporation.
10.6* -- Net Lease by and between Network Plus Realty Trust,
Landlord, and Network Plus, Inc., Tenant, dated July 1,
1993.
10.7* -- Interconnection Agreement Under Sections 251 and 252 of the
Telecommunications Act of 1996, dated September 4, 1998, by
and between New England Telephone and Telegraph Company
d/b/a Bell Atlantic -- Massachusetts and Network Plus Inc.
10.8* -- Loan and Security Agreement dated October 7, 1998 by and
between Network Plus, Inc. as Borrower, Goldman Sachs Credit
Partners L.P. and Fleet National Bank as Lenders, Fleet
National Bank as Agent and Goldman Sachs Credit Partners
L.P. as Syndication and Arrangement Agent.
10.8A -- Amendment to Loan and Security Agreement dated October 7,
1998 by and between Network Plus, Inc. as Borrower, Goldman
Sachs Credit Partners L.P. and Fleet National Bank as
Lenders, Fleet National Bank as Agent and Goldman Sachs
Credit Partners L.P. as Syndication and Arrangement Agent.
10.9+* -- Master Lease Agreement, dated as of August 8, 1997, between
Chase Equipment Leasing, Inc. and Network Plus, Inc., as
amended.
10.10*** -- Form of Stock Option Agreement under 1998 Director Stock
Option Plan.
10.11*** -- Form of Incentive Stock Option Agreement under 1998 Stock
Incentive Plan.
10.12** -- Master Agreement, dated December 30, 1998, by and between
Comdisco, Inc. and Network Plus, Inc., along with Product
Supplement dated December 30, 1998, Addendum dated December
30, 1998, and Guarantee of Network Plus Corp. dated December
30, 1998.
10.13#*** -- xDSL Joint Market Development Agreement dated as of March
23, 1999 by and between NorthPoint Communications, Inc. and
Network Plus, Inc.

II-3
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EXHIBIT
NO. DESCRIPTION
- ------- -----------

10.14*** -- Letter Agreement dated April 20, 1999 by and between Network
Plus, Inc. and Joseph J. Larizza.
10.15*** -- Letter Agreement, dated July 16, 1998, by and between
Network Plus, Inc. and Joseph Haines.
10.16*** -- Form of Incentive Stock Option Agreement with James J.
Crowley under 1998 Stock Incentive Plan.
12* -- Ratio of Earnings to Fixed Charges.
21* -- Subsidiaries of the Registrant.
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.
27*** -- Financial Data Schedule.

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

** Incorporated by reference to the Company's Annual Report on Form 10-K filed
on March 30, 1999.

*** Previously filed.

+ Confidential treatment granted as to certain portions.

# Confidential treatment requested as to certain portions.

(b) Financial Statement Schedules:

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS -- PREVIOUSLY FILED

All other schedules have been omitted because they are not applicable or
not required or the required information is included in the financial statements
or notes thereto.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Quincy,
State of Massachusetts, on June 24, 1999.

NETWORK PLUS CORP.

By: /s/ JAMES J. CROWLEY
------------------------------------
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-1 has been signed below by
the following persons, in the capacities indicated, as of June 24, 1999.

NAME TITLE
---- -----

* Chairman of the Board
- --------------------------------------------------------
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

/s/ GEORGE ALEX Executive Vice President of Finance, Chief
- -------------------------------------------------------- Financial Officer and Treasurer (Principal
George Alex Financial and Accounting Officer)

* Director
- --------------------------------------------------------
David Martin

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

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

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EXHIBIT INDEX

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

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

** Incorporated by reference to the Company's Annual Report on Form 10-K filed
on March 30, 1999.

*** Previously filed.

+ Confidential treatment granted as to certain portions.

# Confidential treatment requested as to certain portions.