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                                                Filed pursuant to Rule 424(b)(3)
                                            Registration Statement No. 333-42100


                  PROSPECTUS SUPPLEMENT DATED SEPTEMBER 29 2000
                      (TO PROSPECTUS DATED AUGUST 4, 2000)

                                 488,797 SHARES

                                  RMI.NET, INC.

                                  COMMON STOCK

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         You should read this Prospectus Supplement and the accompanying
prospectus carefully before you invest. Both documents contain information you
should consider when making your investment decision.

         See "Risk Factors" beginning on page 3 of the prospectus to read about
factors you should consider before buying shares of our common stock.

                              PLAN OF DISTRIBUTION

                  We are offering 488,797 shares of our common stock to an
institutional investor pursuant to this prospectus supplement. The common stock
will be purchased at a negotiated price of $750,000, which represents average
closing price of our common stock on the Nasdaq National Market for the five
trading days immediately preceding the September 29, 2000 sale. We will not pay
any commissions or other consideration in conjunction with this sale of our
common stock. We have agreed to indemnify the institutional investor against
liabilities, including liabilities under the Securities Act of 1933.

                                 USE OF PROCEEDS

         The net proceeds to us from this offering will be $750,000. We plan to
use the net proceeds for general corporate purposes, including:

              o    repaying our obligations as they become due;
              o    financing capital expenditures; and
              o    working captial.

Pending use of the net proceeds for any of these purposes, we may invest the net
proceeds in short-term investment grade instruments, interest-bearing bank
accounts, certificates of deposit, money market securities, U.S. government
securities or mortgage-backed securities guaranteed by federal agencies.

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                           MARKET FOR OUR COMMON STOCK

         On September 28, 2000, the last reported sales price of our common
stock on the Nasdaq National Market was $1.25 per share. Our common stock is
listed on the Nasdaq National Market under the symbol "RMII."

         Immediately prior to the issuance of shares pursuant to this prospectus
supplement, we have 23,995,565 shares of common stock outstanding.

                                  LEGAL OPINION

         Certain legal matters with respect to the common stock offered in this
prospectus supplement will be passed upon by Christopher J. Melcher, our Vicer
President and General Counsel. As of September 28, 2000, Mr. Melcher
beneficially owns 71,133 shares of our common stock.

                                     GENERAL

         You should rely only on the information provided or incorporated by
reference in this prospecuts supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

          The date of this Prospectus Supplement is September 29, 2000.


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