U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

               STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

                                  FORM 4

[ ] Check this box if no longer                  OMB APROVAL
    subject to Section 16. Form 4 or             OMB NUMBER:  3235-0287
    Form 5 obligations may continue.             Expires: September 30, 1998
    See Instruction 1(b).                        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                 William                                 J.
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     (Last)                         (First)                      (Middle)

1221 Avenue of the Americas
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                                   (Street)

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


2.   Issuer Name and Ticker or Trading Symbol

InterNAP Network Services Corporation (INAP)
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3.   I.R.S. Number or Social Security of Reporting Person (Voluntary)


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4.   Statement for Month/Year

     02/01
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5.   If Amendment, Date of Original (Month/Day/Year)


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

     X  Director                                        10% Owner
    ---                                             ---

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

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

 X      Form filed by One Reporting Person
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        Form filed by More than One Reporting Person
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      Table I -- Non-Derivative Securities Acquired, Disposed of, or
                            Beneficially Owned


<TABLE>
1.   Title of Security    2. Trans-  3. Trans-     4. Securities Acquired  5. Amount of Securities  6. Ownership      7. Nature of
     (Instr. 3)              action     action        (A) or Disposed of      Beneficially Owned       Form: Direct      Indirect
                             Date       Code          (D) (Instr. 3, 4        at End of Month          (D) or In-        Beneficial
                                        (Instr.8)     and 5)                  (Instr. 3 and 4)         direct (I)        Ownership
                            (Month/                                                                    (Instr. 4)        (Instr. 4)
                             Day/                         (A) or
                             Year)    Code    V    Amount   (D)   Price
------------------------- ---------   ----   ---   -------  --- ---------  --------------------     --------------    -------------
<S>                       <C>         <C>    <C>   <C>      <C> <C>        <C>                      <C>               <C>

Common Stock               2/01/01     J(1)        151,475    A     0              240,510                 D              through
                                                                                                                       participation

Common Stock                                                                     7,173,840                 I(2)               by
                                                                                                                        partnerships



</TABLE>



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).

                                                                          (Over)
                                                                 SEC 1474 (7-96)



<PAGE>
FORM 4 (continued)

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


<TABLE>
1.  Title of                   2. Conversion or   3. Transaction Date   4. Transaction  5. Number of      6. Date Exercisable and
    Derivative                    Exercise Price     (Month/Day/Year)      Code            Derivative        Expiration Date
    Security                      of Derivative                            (Instr. 8)      Securities        (Month/Day/Year)
    (Instr. 3)                    Security                                                 Acquired (A)
                                                                                           or Disposed of
                                                                                           (D) (Instr. 3,
                                                                                           4 and 5)
                                                                                                               Date       Expiration
                                                                          Code  V          (A)   (D)        Exercisable      Date
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                <C>                  <C>   <C>        <C>   <C>         <C>           <C>






1.  Title of                   7. Title and Amount of            8. Price of      9. Number of     10. Ownership    11. Nature of
    Derivative                    Underlying Securities             Derivative       Derivative        Form of          Indirect
    Security                      (Instr. 3 and 4)                  Security         Securities        Derivative       Beneficial
    (Instr. 3)                                                      (Instr. 5)       Beneficially      Security:        Ownership
                                                        Amount                       Owned at End      Direct (D)       (Instr. 4)
                                                        or                           of Month          or Indirect
                                                        Number                       (Instr. 4)        (I)
                                                        of                                             (Instr. 4)
                                   Title                Shares
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>         <C>              <C>               <C>             <C>



</TABLE>


Explanation of Responses:

1. The Reporting Person received 151,475 shares of Common Stock of the     
Issuer in a distribution-in-kind from Morgan Stanley Venture Partners III, 
L.L.C., the general partner (the "General Partner") 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 General Partner had received the shares of Common Stock  
in distributions-in-kind from the Funds.                                   

2. The Reporting Person is a managing member of the General Partner. The Funds
currently hold directly and indirectly 7,173,840 shares of Common Stock of the
Issuer. The Reporting Person disclaims any beneficial ownership of any of the
securities owned by the Funds except to the extent of his proportionate
pecuniary interest in the General Partner.


     /s/ Debra Abramovitz                                       3/08/01
 ------------------------------------                      ----------------
   **Signature of Reporting Person                               Date
        By: Debra Abramovitz,
        Attorney-in-Fact for
          William 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 provided 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.


                                                                          Page 2
                                                                 SEC 1474 (7-96)




                            POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints Debra Abramovitz, the undersigned's true and lawful attorney-in-fact
to:

         (1)      execute for and on behalf of the undersigned, in the
                  undersigned's capacity as a director of InterNAP Network
                  Services Corporation (the "Company"), Forms 3, 4, and 5 in
                  accordance with Section 16(a) of the Securities Exchange Act
                  of 1934 and the rules thereunder;

         (2)      do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any such Form 3, 4, or 5 and timely file such form
                  with the United States Securities and Exchange Commission and
                  stock exchange or similar authority; and

         (3)      take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Power of Attorney shall be in such form and shall contain such
                  terms and conditions as such attorney-in- fact may approve in
                  such attorney-in-fact's discretion.

     The undersigned hereby
 grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.


<PAGE>


         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 8th day of March , 2001.

                                                      /s/ William Harding       
                                                   ---------------------------
                                                            Signature
                                                  
                                                        William J. Harding    
                                                   ---------------------------
                                                            Print Name
                                                  


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