FORM 4                                              OMB APPROVAL
                                                OMB Number:       3235-0287
[ ] Check this box if no longer                 Expires: September 30, 1998
    subject to Section 16. Form 4 or            Estimated average burden
    Form 5 obligations may                      hours per response...   0.5
    continue.
    See Instruction 1(b).

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                         STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


   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


1.  Name and Address of Reporting Person*
     Morgan Stanley Venture Capital III, Inc.(1)
(Last)          (First)           (Middle)

        1221 Avenue of the Americas
                (Street)

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


2. Issuer Name and Ticker or Trading Symbol

    InterNAP Network Services Corporation (INAP)


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


4. Statement for
   Month/Year

           10/2000


5. If Amendment
   Date of Original
   (Month/Year)  N/A


6. Relationship of Reporting Person(s) to Issuer
          (Check all applicable)
         Director                  X   10% Owner
   ------                        ------

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


           ---------------------------------


7. Individual or Joint/Group Filing (Check Applicable
   Line)
        Form filed by One Reporting Person
   ---
    X   Form filed by More than One Reporting Person
   ---



Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned

1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature action action or Disposed of (D) Securities ship of Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirecat (Instr. 8) Owned at Direct Bene- End of Month (D) or ficial (Month/ (Inst. 3 Indirect Owner- Day/ (A or and 4) (l) ship Year) Code V Amount (D) Price (Instr. 4) (Instr.4) Common Stock 10/31/00 J(2) 1,480,000 D 0 14,347,679 I through participation Common Stock 10/31/00 J(3) 90,001 A 0 14,545,581 I(4) through participation
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 4(b)(v). FORM 4 (continued) Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature tive Security sion or action action Deriva- Exer- Amount of of de- ship of Security Exer- Date Code tive cisable of Under- Deriv- rivative Form In- (Instr. 3 cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi- of Year) Acquired tion ties ities Bene- Secur- cial Deri- (A) or Date (Instr. Bene- ficially ity Owner- vative Disposed (Month/ 3 and ficially Owned Direct(D) ship Secur- of (D) Day/ 4) Owned at End or In- (Instr. ity (Instr. Year) at End of direct 4) 3, 4 and 5) Month (Instr. (Instr. (Instr. 4) 4) 5) Amount Date Expir- Number Exer- ration of Code V (A) (D) cisable Date Title Shares
Explanation of Responses: (1) Please see attached Joint Filer Information. (2) 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"), of which Morgan Stanley Venture Capital III, Inc. (MSVC III, Inc.) is an institutional managing member, made an in-kind distribution of 1,480,000 INAP shares (the "Distribution"). The reported securities were distributed to the partners of the Funds in proportion to their partnership interests in the Funds. (3) MSVC III, Inc. received 90,001 INAP shares in the Distribution of the Funds. /s/ Peter Vogelsang ------------------------------- (4) Except for the 197,902 shares which are held directly by MSVC III, Inc., **Signature of Reporting Person MSVC III, Inc. disclaims beneficial ownership of the securities except to By: Peter Vogelsang, the extent of its pecuniary interests as the institutional managing member authorized signatory for of Morgan Stanley Venture Partners III, L.L.C., the General Partner of the Morgan Stanley Dean Witter & Co. Funds. 11/10/00 -------------- Date /s/ Debra Abramovitz ------------------------------- **Signature of Reporting Person By: Debra Abramovitz, Chief Operating Officer, Principal and Treasurer of Morgan Stanley Venture Capital III, Inc., institutional managing member of Funds
**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. Joint Filer Information Each of the following joint filers has designated Morgan Stanley Venture Capital III, Inc. ("MSVC III, Inc.") as the "Designated Filer" for purposes of the attached Form 4: (1) Morgan Stanley Dean Witter & Co. ("MSDW") 1585 Broadway New York, New York 10036 (2) Morgan Stanley Venture Partners III, L.L.C., ("MSVP III, L.L.C.") 1221 Avenue of the Americas New York, New York 10020 (3) Morgan Stanley Venture Partners III, L.P. ("MSVP III, L.P.") 1221 Avenue of the Americas New York, New York 10020 (4) The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. ("Entrepreneur Fund") 1221 Avenue of the Americas New York, New York 10020 (5) Morgan Stanley Venture Investors III, L.P. ("MSVI") 1221 Avenue of the Americas New York, New York 10020 Issuer & Ticker Symbol: InterNAP Network Services Corporation (INAP) Date of Event Requiring Statement: 10/31/00 Signature: /s/ Peter Vogelsang ------------------------------------------------------ By: Peter Vogelsang, as authorized signatory for MSDW, Signature: /s/ Debra Abramovitz ------------------------------------------------------ By: Debra Abramovitz, as Chief Operating Officer, Principal and Treasurer of MSVC III, Inc., institutional managing member of MSVP III, L.L.C., the General Partner of MSVP III, L.P., the Entrepreneur Fund, and MSVI