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

                  FORM 10-Q/A2

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934


             COMMISSION FILE NUMBER 0-25812


                    PSINET INC.
-------------------------------------------------------------------
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                NEW YORK                          16-1353600
(STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)

            510 HUNTMAR PARK DRIVE, HERNDON, VA   20170
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                (ZIP CODE)

                          (703) 904-4100
        (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                         NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT DATE)

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

COMMON STOCK, $.01 PAR VALUE - 40,401,992 SHARES AS OF AUGUST 1, 1997
(Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date)

               The Index of Exhibits appears on page 4.






<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

   The following Exhibits are filed herewith:

        Exhibit 2.1   IRU and Stock Purchase Agreement dated as of July 22,
                      1997 between IXC Internet Services, Inc. and PSINet
                      Inc. *

        Exhibit 10.1  Joint Marketing and Services Agreement dated as of
                      July 22, 1997  between IXC Internet Services Inc. and
                      PSINet Inc. *

        Exhibit 11.1  Calculation of Loss per Share and Weighted Average Shares
                      Used in Calculation for the Three Months Ended June 30,
                      1997

        Exhibit 11.2  Calculation of Loss per Share and Weighted Average
                      Shares Used in Calculation for the Six Months Ended
                      June 30, 1997

        Exhibit 27    Financial Data Schedule **

        Exhibit 99.1  Risk Factors


        *This Exhibit has been filed in redacted form pursuant to a request
         for confidential treatment filed separately with the Commission
         pursuant to Rule 24b-2.

        **  Not deemed filed for purposes of Section 11 of the Securities
            Act of 1933, Section 18 of the Securities Exchange Act of 1934
            and Section 323 of the Trust Indenture Act of 1939 or otherwise
            subject to the liabilities of such sections and not deemed part
            of any registration statement to which such exhibit relates.

(b)  Reports on Form 8-K

        None.





<PAGE>
PSINET INC.
FORM 10-Q/A2
JUNE 30, 1997

                            SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      PSINET INC.


December 15, 1997                     By:    /s/ William L. Schrader
                                            Chairman, President, Chief
                                            Executive Officer and Director

December 15, 1997                      By:   /S/ EDWARD D. POSTAL
                                            Senior Vice President and
                                            Chief Financial Officer
                                            (Principal Financial Officer)






<PAGE>
                       EXHIBIT INDEX


Item 6 (a) Exhibits:

EXHIBIT                       EXHIBIT NAME             LOCATION

  2.1   IRU and Stock Purchase Agreement dated
        as of July 22, 1997 between IXC Internet
        Services, Inc. and PSINet Inc.                 filed herewith

  10.1  Joint Marketing and Services Agreement
        dated as of July 22, 1997 between IXC
        Internet Services Inc. and PSINet Inc          filed herewith

  11.1  Calculation of Loss per Share and
        Weighted Average Shares Used in Calculation
        for the Three Months Ended June 30, 1997       **

  11.2  Calculation of Loss per Share and Weighted
        Average Shares Used in Calculation for the
        Six Months Ended June 30, 1997                 **

  27    Financial Data Schedule                        **

  99.1  Risk Factors                                   **




**    Previously filed with the Company's Quarterly Report on Form 10-Q for
      the fiscal quarter ended June 30, 1997, as filed with the Securities
      and Exchange Commission.