COVAD COMMUNICATIONS GROUP INC S-1

S-1

FORM S-1

EX-3.1

AMENDED CERTIFICATE OF INCORPORATION

EX-3.2

CERTIFICATE OF INCORPORATION OF THE REGISTRANT

EX-3.3

BYLAWS, AS CURRENTLY IN EFFECT

EX-3.4

FORM OF BYLAWS OF THE REGISTRANT

EX-4.1

INDENTURE DATE AS OF MARCH 11, 1998

EX-4.2

REGISTRATION RIGHTS DATED MARCH 11, 1998

EX-4.3

WARRANT AGREEMENT DATED MARCH 11, 1998

EX-4.4

WARRANT REGISTRATION RIGHTS DATED MARCH 11, 1998

EX-4.5

SPECIMEN 13 1/2% SENIOR DISCOUNT NOTE DUE 2008

EX-4.6

STOCKHOLDERS RIGHTS AGREEMENT DATED MARCH 11, 1998

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

EMPLOYMENT AGREEMENT BETWEEN REGISTRANT & REX

EX-10.3

EMPLOYMENT AGREEMENT BETWEEN REGISTRANT & DHRUV

EX-10.5

SERIES C PREFERRED STOCK AND WARRANT AGREEMENT

EX-10.7

SUBLEASE AGREEMENT DATED JULY 6, 1998

EX-10.10

FORM OF WARRANT TO PURCHASE COMMON STOCK

EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-23.1

CONSENT OF ERNST & YOUNG

EX-23.2

CONSENT OF COUNSEL

EX-27.1

FINANCIAL DATA SCHEDULE