UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
  
  FORM
10-K/A
  (Amendment
No. 2)
  
  x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the fiscal year ended December 31, 2007
 
 OR
 
 o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from

to 
.
 
 Commission
file number: 000-31989
 
 INTERNAP
NETWORK SERVICES CORPORATION
 (Exact
Name of Registrant as Specified in Its Charter)
  
  Delaware
              91-2145721(State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              (I.R.S.
      Employer
                Identification
      No.)250
      Williams Street
                Atlanta,
      Georgia
              30303(Address
      of principal executive offices)
              (Zip
      Code)
 
 (404)
302-9700
 (Registrant’s
telephone number, including area code)
 Securities
registered pursuant to Section 12(b) of the Act:
 
 Title
      of Each Class
              
              Name
      of Exchange on Which RegisteredCommon
      Stock, $0.001 par value
              
              The
      NASDAQ Stock Market LLC
                (NASDAQ
      Global Market)
 
 Securities
registered pursuant to Section 12(g) of the Act: None
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
    Yes   o     No  
x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
    Yes   o     No  
x
  
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.    Yes   x     No  
o
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A.   o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
 
 Large
      accelerated filer o
              Accelerated
      filer xNon-accelerated
      filer o
                (Do
      not check if a smaller reporting company)
              Smaller
      reporting company o
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).     Yes   o     No  
x
 
 The
aggregate market value of the registrant’s outstanding common stock held by
non-affiliates of the registrant was $698,160,175 based on a closing price of
$14.42 on June 30, 2007 as quoted on the NASDAQ Global Market.
 
 As of
March 6, 2008, 49,793,430 shares of the registrant’s common stock, par
value $0.001 per share, were issued and outstanding.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 None.
   
 
 
 
 EXPLANATORY
NOTE
  Internap
Network Services Corporation (the “Company” or “Internap”) is filing this
Amendment No. 2 on Form 10-K/A (“Amendment 2”) to amend its Annual Report on
Form 10-K for the fiscal year ended December 31, 2007, originally filed on March
31, 2008 (the “Original Filing”), as amended by Amendment No. 1 on Form
10-K/A  for the fiscal year ended December 31, 2007, filed on April
30, 2008 (“Amendment 1”), to amend the table entitled “Equity Compensation Plan
Information” in Part II, Item 5 because the Company discovered a correction that
it needed to make in that table. This Amendment 2 amends the table entitled
“Equity Compensation Plan Information” in Part II, Item 5 of the Company’s
Original Filing only, and all other portions of the Company’s Original Filing
remain in effect and have not been amended to reflect events and developments
since the original March 31, 2008 filing date.
  As
required by Rule 12b-15 promulgated under the Securities and Exchange Act of
1934, our Chief Executive Officer and Chief Financial Officer are providing Rule
13a-14(a) certifications dated June 5, 2008 in connection with this Amendment
No. 2 on Form 10-K/A.  Because this Amendment 2 does not include any
financial statements, our Chief Executive Officer and Chief Financial Officer
are not providing written statements pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
  The
Original Filing as amended hereby continues to speak as of the date of the
Original Filing and the disclosures have not been amended to speak to any later
date. This Amendment 2 does not amend, modify or update any other information in
the Original Filing, other than the table entitled “Equity Compensation Plan
Information” in Part II, Item 5. All information contained in this Amendment 2,
Amendment 1 and the Original Filing is subject to updating and supplementing as
provided in our subsequent periodic reports filed with the Securities and
Exchange Commission.
 
  PART
II
   ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
  The table
entitled “Equity Compensation Plan Information” is amended and replaced by the
following:
  The
following table provides information regarding our current equity compensation
plans as of December 31, 2007 (shares in thousands):
  
  Equity Compensation Plan
      InformationPlan category
              
              Number
      of
                securities
      to
                be
      issued upon
                exercise
                of
      outstanding
                options,
                warrants
      and
                rights
                (a)
              
              
              Weighted-
                average
                exercise
      price
                of
                outstanding
                options,
                warrants
      and
                rights
                (b)
              
              
              Number
      of
                securities
                remaining
                available
      for
                future
      issuance
                under
                equity
                compensation
                plans
                (excluding
                securities
                reflected
      in
                column
      (a)
                (c)Equity
      compensation plans
                approved
      by security holders
              
              
              3,173
              (1)
              
              $
              13.29
              
              
              
              2,817
              (2)Equity
      compensation plans not
                approved
      by security holders
              
              
              —
              
              
              
              —
              
              
              
              —Total
              
              
              3,173
              
              
              $
              13.29
              
              
              
              2,817
  (1)
              Excludes
      purchase rights accruing under the 2004 Employee Stock Purchase Plan
      ("Purchase Plan"). Under the Purchase Plan, each eligible employee may
      purchase up to $12,500 worth of common stock at each semi-annual
      purchase date (the last business day of June and December each year),
      but not more than $25,000 worth of such stock (determined on the basis of
      the fair market value per share on the date or dates such rights are
      granted) per calendar year his or her purchase right remains outstanding.
      The purchase price payable per share will be equal to ninety-five percent
      (95%) of the closing selling price per share of common stock on the
      semi-annual purchase date.
  (2)
              Includes
      276,000 shares available for issuance under the Purchase
    Plan.
 
 
  PART
IV
  Item 15.  Exhibits and Financial Statement
Schedules
 
 (3)
              Index
      to Exhibits.
  The
following exhibits are filed herewith:
 
 Exhibit
                Number
              
              Description31.1
              
              Rule
      13a-14(a)/15d-14(a) Certification, executed James P. DeBlasio, President,
      Chief Executive Officer
                and
      Director of the Company.31.2
              
              Rule
      13a-14(a)/15d-14(a) Certification, executed by George Kilguss,
      Chief
                Financial
      Officer of the Company.
   
  SIGNATURE
   Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
 
 INTERNAP
      NETWORK SERVICES CORPORATIONDate:
      June 5, 2008By:
              /s/
      Richard P. DobbRichard
      P. DobbVice
      President and General
Counsel