Washington, D.C. 20549


                                    FORM 3

                          OMB APROVAL
                          OMB NUMBER:  3235-0104
                          Expires: December 31, 2011
                          Estimated average burden
                          hours per response........0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940

(Print or Type Responses)

1. Name and Address of Reporting Person*

     Harding(1)                      William                         J.
     (Last)                         (First)                      (Middle)

  1221 Avenue of the Americas

    New York                          NY                              10020
     (City)                         (State)                           (Zip)

2.   Date of Event Requiring Statement (Month/Day/Year)


3.   IRS or Social Security Number of Reporting Person (Voluntary)


4.   Issuer Name and Ticker or Trading Symbol

     InterNAP Network Services Corporation (INAP)

5.   Relationship of Reporting Person(s) to Issuer   (Check all applicable)

     X Director                                          10% Owner
    ---                                               ---

       Officer (give title below)                        Other (specify below)
    ---                                               ---

6.   If Amendment, Date of Original (Month/Day/Year)


7.  Individual or Joint/Group Filing (Check Applicable Line)

 x  Form filed by One Reporting Person

    Form filed by More than One Reporting Person


             Table I -- Non-Derivative Securities Beneficially Owned


1.   Title of Security                            2. Amount of Securities     3. Ownership         4.   Nature of Indirect
     (Instr. 4)                                      Beneficially Owned          Form: Direct           Beneficial Ownership
                                                     (Instr. 4)                  (D) or Indirect        (Instr. 5)
                                                                                 (I)(Instr. 5)
<S>                                               <C>                         <C>                  <C>
No securities owned.

Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see 
  Instruction 5(b)(v).

                                                                 SEC 1473 (7-97)

FORM 3 (contniued)

           Table II -- Derivative Securities Beneficially Owned
      (e.g., puts, calls, warrants, options, convertible securities)


1.   Title of Derivative           2. Date Exercisable          3.   Title and Amount of     4. Conver-    5. Owner-    6. Nature
     Security (Instr. 4)              and Expiration                 Securities Underlying      sion or       ship         of In-
                                      Date (Month/Day/Year)          Derivative Security        Exercise      Form of      direct
                                      -------------------------         (Instr. 4)              Price of      Deriv-       Bene-
                                      Date           Expira-       -------------------------    Derivative    ative        ficial
                                      Exer-          tion             Title           Amount    Security      Security:    Owner-
                                      cisable        Date                             or                      Direct       ship
                                                                                      Number                  (D) or      (Instr.
                                                                                      of                      Indirect     5)
                                                                                      Shares                  (I)
<S>                                <C>            <C>           <C>                   <C>       <C>          <C>        <C>


Explanation of Responses:

(1)  The Reporting Person is a managing member of Morgan Stanley Venture
     Partners III, L.L.C., which is the General Partner of each of Morgan
     Stanley Venture Partners III, L.P., Morgan Stanley Venture Investors III,
     L.P. and The Morgan Stanley Venture Partners Entrepreneur Fund, L.P.
     (collectively, the "Funds"). The Funds currently own approximately 17.3%
     and will own after the consummation of the Issuer's initial public
     offering approximately 14.9% of the Issuer's equity securities. The 
     Reporting Person disclaims any beneficial ownership of any of the 
     securities owned by the Funds except to the extent of any proportionate 
     interest therein.

  /s/ William J. Harding                                  September 28, 1999
-------------------------------                        ------------------------
**Signature of Reporting Person                                  Date

By: William J. Harding

**Intentional misstatements or omissions of facts constitute Federal Criminal
  Violations.  See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
      If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.

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                                                                 SEC 1473 (7-97)