<PAGE>

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

                                  FORM 10-K/A
                                (Amendment #1)

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

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                      or

[_] 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 0-26115

                               ----------------
                               INTERLIANT, INC.
            (Exact name of registrant as specified in its charter)



             Delaware                                       13-3978980
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                     Identification No.)


                            TWO MANHATTANVILLE ROAD
                           PURCHASE, NEW YORK 10577
              (Address of principal executive offices, zip code)

                                (914) 640-9000
             (Registrant's telephone number, including area code)

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

       Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, $.01 Par Value Per Share

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

  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 [_]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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 or any amendment to this
Form 10-K. [_]

  The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the closing price of the Common Stock on March 30, 2001 of
$1 5/16 as reported on the Nasdaq National Market, was approximately $23.2
million. Shares of Common Stock held by each officer and director and by each
person who owns 5% or more of the outstanding Common Stock have been excluded in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.

  As of March 30, 2001, 49,450,092 shares of Common Stock, $.01 par value per
share, were outstanding.

  The Registrant is filing this Amendment No. 1 on Form 10-K/A to its Annual
Report on Form 10-K for the year ending December 31, 2000 to amend Part III and
to add Exhibits 10.43, 10.44, 10.45, 10.46 and 10.47, which were not previously
filed.


================================================================================
<PAGE>

                                   PART III

                  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth certain information with respect to our
directors and executive officers.

Name                  Age   Title
-------------------   ---   ----------------------------------------------------
Leonard J. Fassler    69    Co-Chairman and Director

Bradley A. Feld       35    Co-Chairman and Director

Bruce Graham          38    President, Chief Executive Officer and Director

Steven R. Munroe      40    Chief Operating Officer

Michael Pusateri      42    Executive Vice President, Sales & Marketing

William A. Wilson     55    Chief Financial Officer

Francis J. Alfano     39    Senior Vice President, Corporate Development

Kim Crane             46    Senior Vice President, Marketing

Bruce S. Klein        42    Senior Vice President, General Counsel and Secretary

Jennifer J. Lawton    37    Senior Vice President, International

Frank Lincks          33    Senior Vice President, Finance and Accounting

Thomas C. Dircks      43    Director

Jay M. Gates          36    Director

Merril M. Halpern     67    Director

Charles R. Lax        40    Director

Stephen W. Maggs      47    Director

Patricia A.M. Riley   59    Director

     Leonard J. Fassler is one of our co-founders and has been one of our Co-
Chairmen and a Director since our formation in December 1997.  He was also our
Secretary from December 1997 through April 1999.  From 1992 to 1996, Mr. Fassler
was a Co-Chairman of AmeriData Technologies, Inc. (AmeriData), a New York Stock
Exchange listed reseller of computer equipment and provider of computer
consulting and other services that was acquired by General Electric Capital
Corporation in 1996.  He was a co-founder of AmeriData which grew into a company
with sales in excess of two billion dollars a year and locations in ten
countries at the time that it was acquired.  Mr. Fassler holds a Bachelor's
degree in business administration from City College of New York and a law degree
from Fordham Law School.
<PAGE>

     Bradley A. Feld is one of our co-founders and has been one of our Co-
Chairmen and a Director since our formation in December 1997.  Since 1995, he
has been the President of Intensity Ventures Inc., a company that helps to
establish, advise and operate software companies.  From 1993 to 1995, Mr. Feld
was the chief technology officer of AmeriData.  From 1985 to 1993, he was
president of Feld Technologies, Inc., a computer consulting firm founded by Mr.
Feld to develop and implement information technology solutions for a wide
variety of businesses, which was acquired by AmeriData in 1993.  Mr. Feld earned
a Bachelor of Science degree and a Master of Science degree from Massachusetts
Institute of Technology. He is principal managing director of SOFTBANK Venture
Capital, a venture capital firm.  Mr. Feld is a director and co-chairman of
MessageMedia, Inc., a director of Evoke communications, a director of PeoplePC,
and a director of a number of privately-held companies.

     Bruce Graham became our Chief Executive Officer, President and a Director
effective April 24, 2001.  From August 2000 to April 24, 2001, he was our Chief
Operating Officer.  Mr. Graham joined us from The Feld Group.  Most recently, he
worked with The Feld Group client, AmeriServe Food Distribution Inc., where he
was responsible for all facets of operations and IT management, including the
integration of disparate technologies resulting from a merger and the deployment
of a new ERP solution.  He additionally held the position of CIO at the Oshawa
Group Ltd., a Canadian firm, and served as Director of IT Services at
Westinghouse/CBS.  Mr. Graham attended the Advanced Management Program at
Harvard Business School and holds a Bachelor's degree from Texas Tech
University.

     Steven R. Munroe is our Chief Operating Officer with responsibility for
executing our blueprint for a scalable and profitable solution set, aligning
product development, delivery and ongoing support under common leadership.
Prior to joining Interliant, Mr. Munroe was the founder and President of Triumph
Technologies, Inc., a security integration and consulting firm (which earned a
place in the Inc. 500, Inc. Magazine's annual listing of the fastest growing,
private companies in America, for four years in a row, beginning in 1994), and
of Triumph Development, Inc., a web development firm specializing in Web enabled
business solutions.  Both entities were acquired by Interliant in November 1999.
Prior to founding the Triumph entities, he held technical sales and engineering
roles in a number of firms, including A.T.&T. Technologies.  Mr. Munroe received
a Bachelor of Science degree in computer engineering from Boston University in
1982.

     Michael Pusateri is our Executive Vice President, Sales and Marketing.  He
is responsible for all sales, marketing and channel functions.  Prior to joining
us, Mr. Pusateri served as senior vice president of sales and marketing for
Proxicom, Inc.  A 17 year sales and marketing management veteran, he also was
the vice president for Interactive Sales and Marketing with Marriott
International, where he directed the conglomerate's Internet and intranet
strategies and its consumer website.  He was also responsible for Marriott
global distribution systems.  In addition, he was Corporate Director of
Interbrand Marketing for Holiday Corp. and managed brand marketing programs and
partner strategies on behalf of Embassy Suites, Hampton Inns, Harrah's Casinos,
and the Holiday Inn brand.  Mr. Pusateri has also served as an adjunct
professor in the executive development program at Cornell University and the
MBA programs at the University of Maryland and George Washington University.

     William A. Wilson is our Chief Financial Officer.  Prior to joining us, he
served as vice president of finance and chief financial officer at XCOM
Technologies, Inc., a competitive local exchange carrier.  Prior to XCOM, he was
senior vice president and chief financial officer at Computervision Corp., an
enterprise-level software developer, and then was executive vice president and
chief financial officer of Arch Communications Group, Inc., a wireless messaging
company.  Mr. Wilson received a Bachelor of Arts degree from Luther
<PAGE>

College, a Master of Science degree from Northeastern University and a Master of
Business Administration degree from Babson College. He is a certified public
accountant.

     Francis J. Alfano is our Senior Vice President, Corporate Development.  He
is responsible for strategic business relationships and all merger and
acquisition activities.  Prior to joining us, Mr. Alfano was director of taxes
and later vice president of business development at GE Capital Information
Technology Solutions, Inc. (formerly known as AmeriData Technologies, Inc).
Prior to that, he spent three years with Ernst & Young, rising to senior manager
in its tax department.  He spent the early part of his career as a certified
public accountant with a number of public accounting firms.  Mr. Alfano holds a
Bachelor of Science degree in business administration from the University of
Arizona.

     Kim A. Crane is our Senior Vice President, Marketing.  She is responsible
for the planning, development, execution and evaluation of all communications
programs targeted to customers, prospects and other important external and
internal audiences.  She also heads up marketing and sales for our Web Hosting
Group.  Ms. Crane has more than 15 years of high-tech marketing experience,
including a position as vice president of global marketing communications with
Alcatel.  She served as vice president of global marketing communications and,
prior to that, as assistant vice president of marketing communications.  Prior
to Alcatel, she held management positions with International Data Group (IDG)
and British Telecom.

     Bruce S. Klein is our Senior Vice President, General Counsel and Secretary.
Mr. Klein is responsible for all of our legal affairs, including all operational
agreements, mergers and acquisitions, corporate governance and securities
matters.  Mr. Klein has been with the Company since its inception in 1997, first
as outside counsel and then as its in-house general counsel beginning in April
1998.  Prior to joining us, Mr. Klein was of counsel to the Manhattan law firm
of Spitzer & Feldman P.C., where he was engaged in general corporate and
business law practice.  He has over 15 years of experience as a practicing
attorney and is admitted to the New York and Massachusetts state bars.  Mr.
Klein holds a Bachelor of Business Administration degree from Rutgers University
and a law degree from Western New England College School of Law.

     Jennifer J. Lawton is our Senior Vice President, International.  She is
responsible for our overall global activities.  Prior to joining us, Ms. Lawton
was co-founder and chief executive officer of Net Daemons Associates, Inc., a
provider of Web development and system integration activity for Internet and IT
networks.  Interliant acquired Net Daemons in February 1999.  She is a former
member of the YEO International Board, a current member of the Interliant Europe
Board and an online advisor for Inc.com.  Ms. Lawton holds a Bachelor of Science
degree in applied mathematics from Union College.

     Frank Lincks is our Senior Vice President, Finance and Accounting.  He is
responsible for our accounting, financial planning and reporting, cash
management and tax activities.  Prior to joining us, Mr. Lincks was employed by
GE Capital Information Technology Solutions, Inc., formerly AmeriData, serving
as Controller, and most recently, Manager, Business Development Finance.  Prior
to his tenure at GE, he was employed as a Certified Public Accountant with
various public accounting firms.  Mr. Lincks holds a Bachelor's degree in
business administration from Siena College and is a Certified Public Accountant.

     Thomas C. Dircks has been one of our Directors since our formation in
December 1997 and is the Executive Vice President of Charterhouse Group
International, Inc. (Charterhouse).  He has been employed as an officer of
Charterhouse since 1983.  Mr. Dircks was previously employed as a Certified
<PAGE>

Public Accountant at a predecessor of PricewaterhouseCoopers LLP.  He holds a
Bachelor of Science degree in accounting and a Master's degree in business
administration from Fordham University.  Mr. Dircks is also a director of a
number of privately-held companies.

     Jay M. Gates has been one of our Directors since our formation in December
1997 and is a Senior Vice President of Charterhouse.  He joined Charterhouse in
1994 as an Analyst.  Mr. Gates was previously employed as a Senior Analyst in
the Financial Consulting Advisory Group of the accounting firm of Arthur
Andersen LLP.  Prior to that he was an Assistant Treasurer at Bankers Trust
Corporation.  He holds a Bachelor of Arts degree from the State University of
New York at Binghamton and a Master's degree in business administration from New
York University, Leonard N. Stern School of Business.  He is also a director of
a number of privately-held companies.

     Merril M. Halpern has been one of our Directors since our formation in
December 1997 and is Chairman and Chief Executive of Charterhouse, which he
founded in 1973.  He is also a director of several private companies.  Mr.
Halpern received a Bachelor of Science degree from Rutgers University and a
Master's degree in business administration from Harvard University.

     Charles R. Lax has been one of our Directors since January 1999.  He has
been a General Partner of SOFTBANK Technology Ventures IV, L.P. since November
1997.  From March 1996 to November 1997, Mr. Lax was a Vice President of
SOFTBANK Holdings Inc.  He was previously a venture partner at Vimac Partners
LLC, a venture capital firm specializing in investments in the information
technology and Internet-related industry.  Mr. Lax holds a Bachelor of Science
degree from Boston University.  He is also a director of a number of privately-
held companies.

     Stephen W. Maggs is one of our co-founders.  He has been a Director since
our formation in December 1997.  Mr. Maggs was our Treasurer from our formation
until July 1999 and our Vice Chairman from June through August 1999.  He held
the positions of Chief Executive Officer and President from our formation in
December 1997 until June 1999.  From December 1993 to December 1996, Mr. Maggs
held a variety of senior management positions with AmeriData, including serving
as an Executive Vice President of Operations and Chairman of AmeriData Canada.
From February 1992 to December 1993, he was the owner of Mericom Systems Inc., a
reseller of computer equipment and provider of computer consulting and other
services, which was acquired by AmeriData in 1993.  From 1984 to 1991, he held
various executive positions at Inacom Information Systems, a provider of
information technology products and services.  Mr. Maggs received a Bachelor of
Science degree from Hillsdale College and is a Certified Public Accountant.

     Patricia A. M. Riley has been one of our Directors since our formation in
December 1997.  She is a Managing Director of Charterhouse and has been an
executive officer with the firm since 1977.  Ms. Riley is a graduate of the
Advanced Management Program at Harvard Graduate School of Business
Administration and received a Bachelor of Arts degree from Hunter College.
<PAGE>

                       ITEM 11.  EXECUTIVE COMPENSATION

     The following table sets forth the total compensation for the years ended
December 31, 1998, 1999 and 2000, respectively, for our Chief Executive Officer
and our four most highly compensated executive officers:


                          Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                           Long-Term
                                                                                         Compensation
                                                     Annual Compensation                    Awards
                                        --------------------------------------------     ---------------------------
                                                                           Other         Number of
                                                                           Annual        Securities
Name and                                                                Compensation     Underlying      All Other
Current Position                        Year     Salary      Bonus           (1)        Options/SARs    Compensation
----------------                        ----    --------    --------    ------------    ------------    ------------
<S>                                     <C>     <C>         <C>         <C>             <C>             <C>
Herbert R. Hribar                       2000    $322,179    $175,000                       1,500,000
President, Chief Executive
Officer and Director (2)

Jennifer J. Lawton                      2000    $191,667    $ 75,000          --                              --
Senior Vice President,                  1999    $130,210        --            --              25,000          --
International (3)

William A. Wilson                       2000    $200,000    $ 40,000          --
Chief Financial Officer (4)             1999    $181,250    $ 75,000          --              25,000          --
                                        1998    $ 48,894        --                              --

Bruce S. Klein                          2000    $200,000    $ 25,000
Senior Vice President,                  1999    $187,500    $ 25,000                          25,000
General Counsel (5)                     1998    $116,667                   $15,635

Francis J. Alfano                       2000    $200,000        --
Senior Vice President,                  1999    $164,583    $ 25,000          --              25,000
Corporate Development (6)               1998    $ 12,500
</TABLE>
____________
(1)  In accordance with SEC rules, other compensation in the form of perquisites
     and other personal benefits has been omitted in those instances where such
     perquisites and other personal benefits constituted less than the lesser of
     $50,000 or 10% of the total annual salary and bonus for the executive
     officer for each fiscal year.
(2)  Mr. Hribar commenced his employment with us as of January 31, 2000.
     Effective April 24, 2001, Mr. Hribar resigned as an employee, officer and
     director.
(3)  Ms. Lawton commenced her employment with us in February 1999.
(4)  Mr. Wilson commenced his employment with us in September 1998.
(5)  Mr. Klein commenced his employment with us in April 1998.  Other annual
     compensation represents amounts paid to Mr. Klein for services rendered as
     a consultant prior to becoming an employee.
(6)  Mr. Alfano commenced his employment with us in December 1998.
<PAGE>

                       Option Grants in Last Fiscal Year

     The following table sets forth information regarding the option grants made
during the year ended December 31, 2000 to each of the executive officers named
in the Summary Compensation Table.

                                 OPTION GRANTS

                               Individual Grants
<TABLE>
<CAPTION>
                                       Percent of
                                      Total Options
                                       Granted to                                 Individual Grant Values at
                         Number of    Employees in     Exercise                     Assumed Annual Rates of
                        Securities      the Year        or Base                    Stock Price Appreciation
                        Underlying       Ended           Price      Expiration          for Option Term
Name                      Options        2000          ($/Share)       Date           5%             10%
------------------      ----------    -------------    ---------    ----------    ----------     -----------
<S>                     <C>           <C>              <C>          <C>           <C>            <C>
Herbert R. Hribar        1,500,000         N/A           $18.00        1/10       65,535,000     120,360,000
Jennifer J. Lawton           0
William A. Wilson            0
Bruce S. Klein               0
Francis J. Alfano            0
</TABLE>

     The following table sets forth information regarding exercise of options
and the number and value of options held at December 31, 2000 by each of the
executive officers listed below.

                             YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                                                               Number of           Value of Unexercised
                                                          Unexercised Options      In-the-Money Options
                                 Shares                  At December 31, 2000     At December 31, 2000(1)
                                Acquired                ----------------------    -----------------------
                                   on        Value       Exer-        Unexer-      Exer-          Unexer-
                                Exercise    Realized    cisable       cisable     cisable         cisable
                                --------    --------    -------      ---------    -------         -------
<S>                             <C>         <C>         <C>          <C>          <C>             <C>
Herbert R. Hribar                 N.A.        N.A.         0         1,500,000      N.A.            $-0-
Jennifer J. Lawton                N.A.        N.A.       6,250          18,750      $-0-            $-0-
William A. Wilson                 N.A.        N.A.       6,250          18,750      $-0-            $-0-
Bruce S. Klein                    N.A.        N.A.       6,250          18,750      $-0-            $-0-
Francis J. Alfano                 N.A.        N.A.       6,250          18,750      $-0-            $-0-
</TABLE>
______________

(1)  Based on the difference between the last sale price of our Common Stock on
     December 31, 2000 of $3.19 as reported by the Nasdaq National Market and
     the per share option exercise price, multiplied by the number of shares of
     Common Stock underlying the options.

     For a description of our option plan, see Note 9 of Notes to the
Consolidated Financial Statements of Interliant, Inc.
<PAGE>

Compensation of Directors

     Directors receive no remuneration for serving on our Board of Directors.
All directors are reimbursed for their reasonable expenses in connection with
their attendance at Board and committee meetings.

Employment Agreements

     We have entered into employment agreements with certain of our officers.  A
description of certain terms contained in those agreements is set forth below:

     Term and Compensation.  In November 1999, we entered into an employment
agreement with William Wilson, our Chief Financial Officer, for a term of two
years at an annual base salary of $200,000.

     In December 2000, Leonard Fassler, our Co-Chairman, renewed his employment
agreement with us on a month-to-month basis at an annual compensation rate of
$180,000.

     In February 1999, we entered into an employment agreement with Jennifer J.
Lawton, our Senior Vice President, International, for a term of three years at
an annual base salary of $150,000 plus a signing bonus equal to $150,000, of
which $98,000 has already been paid with the balance due in February 2002./1/

     In general, the above employment agreements will renew automatically for a
period of time ranging from month-to-month to one year unless we or the employee
deliver a notice of non-renewal prior to termination of the term.

     In February 2001, we signed an offer letter with Michael Pusateri, our
Executive Vice President of Sales and Marketing for an annual salary of $225,000
plus a $50,000 sign-on bonus. Under the offer letter, Mr. Pusateri is also
eligible for an additional bonus under the Company's bonus program equal to 50%
of his base salary. In addition, Mr. Pusateri was granted 400,000 stock options
having an exercise price of $3.25. The options vest in equal amounts over four
years and vest immediately if he is terminated other than for cause or if he
resigns within three months after a change-in-control of the Company resulting
in a change in the majority of the Company's Board of Directors and as a result
of him no longer reporting to the Chief Executive Officer of the Company,
significant change in his responsibility or a reduction in his compensation
plan. Pursuant to the offer letter, Mr. Pusateri is an "at will" employee.

     Severance.  Our employment agreements with Messrs. Fassler and Wilson
include provisions that are effective upon the termination of their employment
by us without "cause":

     .  Mr. Fassler is entitled to receive a payment equal to the amount of his
        base salary yet to be paid for the unexpired portion of the term of the
        agreement, discounted based on a specified published interest rate.

     .  Mr. Wilson is entitled to receive a payment equal to two years' base
        salary, discounted based on a specified published interest rate.

__________
/1/  In connection with our acquisition in February 1999 of Net Daemons
Associates, Inc., of which Ms. Lawton was a principal shareholder, we agreed to
certain non-compete covenants in her employment agreement. In February 1999, we
paid Ms. Lawton $1.3 million in consideration for these non-compete covenants.
<PAGE>

     Our offer letter with Mr. Pusateri provides that he is entitled to receive
severance equal to one year's base salary payable at the Company's regular pay
periods over a one year period if he is terminated other than for cause or if he
resigns within three months after a change-in-control of the Company resulting
in a change in the majority of the Company's Board of Directors and as a result
of him no longer reporting to the Chief Executive Officer of the Company,
significant change in his responsibility or a reduction in his compensation
plan.

     In addition, the agreements with the above employees, other than Mr.
Pusateri's offer letter, provide that, in general, in the event of termination
due to death or disability for a specified period of time, the employees or the
estate of each employee, as applicable, shall be entitled to receive a payment
based on his salary and we will continue to provide the employee, his spouse and
minor children, as applicable, with certain medical and other benefits through
the end of the term of the agreement.

     We also have an agreement with Mr. Klein under which he is entitled to
receive a payment equal to one year's worth of his current annual salary or
$180,000, whichever is greater, in the event he is terminated without cause or
if he terminates for good reason.

     Employee Covenants.  Our agreements with Messrs. Fassler and Wilson and Ms.
Lawton prohibit each of them during and for a period of twenty-four months
after the end of his or her other individual employment from:

     .  soliciting any customers which are in any way related to our business;

     .  competing with our business; or

     .  disclosing or enabling anyone else to use any information he or she
        obtains during his employment.

These agreements also prohibit the employees from:

     .  tortiously interfering or attempting to disrupt our business
        relationship with customers or suppliers; or

     .  soliciting our employees.

     In addition, each of our agreements with these employees and a separate
agreement with Mr. Pusateri, include restrictive covenants for the benefit of
Interliant relating to non-disclosure by the employee of Interliant's
confidential business information and Interliant's right to inventions and
improvements of the employee.

Consulting Agreements

     Mr. Feld, through Intensity Ventures, Inc., entered into a one year
consulting agreement with us effective January 1, 2000 with substantially
identical terms to the agreements described above, except that Mr. Feld is not
prohibited from competing with us and is not entitled to participate in our
employee benefit plans.  His annual consulting fee of $180,000 will be paid to
Intensity Ventures, Inc. on a gross basis as an independent contractor.  This
consulting agreement was renewed on a month-to-month basis in December 2000.

     In August 2000, we entered into an agreement with The Feld Group, a Dallas,
Texas based technology and management services firm, under which Bruce Graham of
The Feld Group has rendered services to us as our Chief Operating
<PAGE>

Officer through April 24, 2001, and thereafter as our Chief Executive Officer
and President.

     The agreement with The Feld Group terminates on July 31, 2001, and their
fees for services are $130,000 per month plus out-of-pocket expenses.  As
additional compensation, The Feld Group has been issued warrants to purchase
180,000 shares of our Common Stock at $13.06 per share, subject to adjustment if
the agreement is terminated prior to July 31, 2001.


                  REPORT OF THE COMPENSATION COMMITTEE REPORT

     Compensation of our executives is subject to review and approval by the
Compensation Committee (the Committee) of our Board of Directors.  In
determining the fiscal year 2000 compensation paid to our executive officers,
the Committee employed compensation policies designed to align such compensation
with the interests of the Company's stockholders and to relate it to overall
corporate performance.  These policies are intended to attract and retain
executives whose abilities are critical to our long-term success, to support a
performance-oriented environment that rewards achievement of internal corporate
goals and to reward executives for the enhancement of stockholder value.

     The components of the compensation of executive officers, including the
Chief Executive Officer (CEO), are base salary, cash bonus awards and stock
option grants, as described below:

     Base Salary and Cash Bonus.  The base salary and cash bonus components of
total compensation are designed to be competitive for similar companies in terms
of industry group, technology, complexity and company size.  Company size
reflects both sales and market capitalization.  The Committee, on behalf of the
Board, works with management to maintain an executive salary structure based on
competitive analyses.  Committee discretion is used in determining individual
salary amounts for executive officers with no specific formula.  Generally,
executive officer salaries, including that of the CEO, are reviewed on a regular
basis as market conditions require to maintain a competitive compensation
structure.  The Committee considers both qualitative and quantitative measures
in determining total compensation for our officers.  The Committee's
consideration of such factors is subjective and informal.

     Stock Option Awards.  The grant of stock option awards to executive
officers creates a direct link between compensation and long-term increases in
stockholder values and is intended to be a meaningful component of executive
compensation.  The Committee believes that stock option grants provide an
incentive that focuses the executive officers' attention on managing Interliant
from the perspective of an owner with an equity stake in the business.  Options
are subject to vesting provisions to encourage executive officers to remain
employed with us.  The size of each option grant is based on the executive
officer's responsibilities, relative position with Interliant and the
Committee's judgment with respect to the executive's impact on stockholder
value.  The Committee also takes into account the number of stock options
previously granted.

     Mr. Dircks, Mr. Lax and Ms. Riley served as members of our Compensation
Committee of our Board of Directors (the "Committee") during the year ended
December 31, 2000.  During 2000, no Committee member was an officer or employee
of ours.  In addition, no interlocking relationship exists between our Board of
Directors or our Committee and the board of directors or compensation committee
of any other company, nor has any such interlocking relationship existed in the
past.
<PAGE>

                      COMPARATIVE STOCK PERFORMANCE GRAPH

     The following graph shows the total stockholder return through December 31,
2000 of an investment of $100 in cash on July 8, 1999 for Interliant common
stock (the day our common stock began trading on the NASDAQ National Market) and
an investment of $100 in cash on July 8, 1999 for (i) the NASDAQ National Market
Index and (ii) the Media General Internet Software and Services Index.  The
Media General Internet Software and Services Index is an index of 212 stocks
representing the Internet industry, including Internet infrastructure companies
and other Internet software and services companies.  Historic stock performance
is not indicative of future stock price performance.  All values assume
reinvestment of the full amount of all dividends and are calculated as of the
last day of each quarter.

<TABLE>
<CAPTION>
                        7/08/99         9/30/99         12/31/99        3/31/00         6/30/00         9/30/00         12/31/00
                        -------         -------         --------        -------         -------         -------         --------
<S>                     <C>             <C>             <C>             <C>             <C>             <C>             <C>
INTERLIANT, INC.         100.00           71.00           154.65         168.03          138.66           47.58            18.96
MG GROUP INDEX           100.00           96.78           176.03         172.13          107.95           96.88            41.78
NASDAQ MARKET INDEX      100.00          101.63           150.10         170.78          146.89          135.55            91.09
</TABLE>
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of March 31, 2001 by (1) each person or entity
known to us to own beneficially more than 5% of the outstanding shares of Common
Stock, (2) each of our directors, (3) our five most highly compensated officers
during the year ended December 31, 2000 and (4) all directors and executive
officers as a group.  Unless otherwise indicated below, to our knowledge, all
persons listed below have sole voting and investment power with respect to their
shares of Common Stock, except to the extent authority is shared by spouses
under applicable law.

<TABLE>
<CAPTION>

                                                                                  Shares Beneficially
                                                                                        Owned (1)
                                                                                -----------------------
                                                                                  Number        Percent
                                                                                ----------      -------
<S>                                                                             <C>             <C>
Web Hosting Organization LLC(2).......................................          25,200,000        50.96%
  c/o Charterhouse Group International, Inc.
  535 Madison Avenue
  New York, NY 10022
Charterhouse Group International, Inc.(2).............................          25,200,000        50.96
  535 Madison Avenue
  New York, NY 10022
Mathew Wolf(3)........................................................           2,782,963         5.63
  1001 Fannin Street
  Suite 2000
  Houston, TX 77002
SOFTBANK Technology Ventures IV, L.P.(4)..............................           3,397,283         6.87
  333 West San Carlos
  Suite 1225
  San Jose, CA
Leonard J. Fassler(5)(6)..............................................          25,219,000        50.96
Bradley A. Feld(5)(7).................................................          28,616,871        57.85
Herbert R. Hribar.....................................................             375,000            *
Francis J. Alfano(8)..................................................              14,750            *
Bruce Graham (9)......................................................             230,000            *
Bruce S. Klein (10)...................................................              14,750            *
Jennifer J. Lawton....................................................             386,143            *
Frank Lincks..........................................................               6,750            *
William A. Wilson(11).................................................              18,500            *
Thomas C. Dircks(12)..................................................                   -            *
Jay M. Gates(12)......................................................                   -            *
Merril M. Halpern(12).................................................                   -            *
Charles R. Lax (13)...................................................           3,398,283         6.87
Stephen W. Maggs(5)...................................................          25,215,200        50.98
Patricia A.M. Riley(12)...............................................                   -            *
All directors and executive officers as a
  group(5)(6)(7)(8)(9)(10)(11)(12)(13)(17 persons)....................          29,620,264        59.15
</TABLE>
____________
*  Less than one percent.
<PAGE>

     (1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, based on factors including voting and
investment power with respect to shares.  Shares subject to options currently
exercisable within 60 days of March 31, 2001 are deemed outstanding for the
purpose of computing the percentage of ownership of the person holding such
options, but are not deemed outstanding for computing the percentage ownership
of any other person.

     (2) The principal members of WEB are Charterhouse Equity Partners, an
affiliate of Charterhouse Group International, Inc. and WHO Management LLC.
Their respective ownership interests in WEB are as follows:  Charterhouse Equity
Partners:  95.2% and WHO Management LLC:  4.8%.  Leonard J. Fassler and Bradley
A. Feld are the member managers of and Stephen W. Maggs is a member of, WHO
Management LLC.  The general partner of Charterhouse Equity Partners is CHUSA
Equity Investors III, L.P., whose general partner is Charterhouse Equity III,
Inc., a wholly-owned subsidiary of Charterhouse.  As a result of the foregoing,
all of the shares of Interliant held by WEB would, for purposes of Section 13(d)
of the Securities Exchange Act of 1934 be considered to be beneficially owned by
Charterhouse.

     (3) Includes 398,845 shares owned by the Ann Weltchek Wolf 1995 Marital
Trust, 797,690 and shares owned by the Mathew D. Wolf Children's Trust.  Mr.
Wolf disclaims beneficial ownership of all the shares owned by both of the
trusts named above.

     (4) Includes 63,869 shares held by SOFTBANK Technology Advisors Fund, L.P.,
an affiliated entity.

     (5) Includes 25,200,000 shares held by WEB.  Messrs. Fassler, Feld and
Maggs are members of WHO Management LLC, which is a member of WEB.  Each of
Messrs. Fassler, Feld and Maggs disclaim beneficial ownership of such shares
other than the shares attributable to each of them as a result of their
membership in WHO Management LLC.

     (6) Includes 2,000 shares owned by Mr. Fassler's spouse.  Mr. Fassler
disclaims beneficial ownership of these shares.

     (7) Includes 3,333,414 shares held by SOFTBANK Technology Ventures IV, L.P.
and 63,869 shares held by SOFTBANK Technology Advisors Fund, L.P. Mr. Feld, a
Co-Chairman and Director of Interliant, is a general partner of each of SOFTBANK
Technology Ventures IV, L.P. and SOFTBANK Technology Advisors Fund, L.P. Mr.
Feld disclaims beneficial ownership of such shares.

     (8) Includes 1,000 shares owned by Mr. Alfano's spouse. Mr. Alfano
disclaims beneficial ownership of these shares.

     (9) Includes warrants issued to The Feld Group to purchase 180,000 shares
of our Common Stock.  Mr. Graham, the Chief Executive Officer, President and a
director of Interliant, is a principal of The Feld Group.  Mr Graham disclaims
beneficial ownership of such warrants.

     (10) Includes 1,000 shares owned by Mr. Klein's spouse. Mr. Klein disclaims
beneficial ownership of these shares.

     (11) Includes 2,000 shares owned by trusts for Mr. Wilson's children.  Mr.
Wilson disclaims beneficial ownership of these shares.

     (12) Excludes 25,200,000 shares held by WEB.  Messrs. Halpern, Dircks,
Gates and Ms. Riley are directors and/or officers of Charterhouse.  Charterhouse
is an affiliate of Charterhouse Equity Partners, which is a member of WEB.  Each
of Messrs. Halpern, Dircks, Gates and Ms. Riley disclaims beneficial ownership
of these shares.

     (13) Includes 3,333,414 shares held by SOFTBANK Technology Ventures IV,
L.P., 63,869 shares held by SOFTBANK Techology Advisors Fund, L.P. and 10,000
options held by Mr. Lax.  Mr. Lax, a director of Interliant, is a managing
member of STV IV LLC, the general partner of SOFTBANK Technology Ventures IV,
L.P.  Mr. Lax disclaims beneficial ownership of such shares except to the extent
of his pecuniary interest therein.
<PAGE>

                     ITEM 13.  RELATED PARTY TRANSACTIONS

     On April 16, 2001, we entered into a definitive agreement with affiliates
of Charterhouse Group International, Inc. (Charterhouse) and SOFTBANK Technology
Ventures VI, L.P. and its related funds (SOFTBANK) under which they agreed to
purchase, in the aggregate, 190 units (Units), each Unit consisting of $100,000
principal amount of 8% Convertible Subordinated Notes (Notes) and 27,273
warrants (Warrants) for the purchase of shares of our Common Stock for a total
sales price of $19.0 million. Under the definitive agreement we have the right
to require Charterhouse and SOFTBANK to purchase their respective share of the
Units, or a portion thereof, through April 17, 2002. The Notes are convertible
at the option of the holder, at any time prior to maturity, into Common Stock at
a conversion price of $1.10 per share, subject to adjustment, which is equal to
90,909.09 shares of Common Stock, per $100,000 principal amount of the Notes.
Interest payments will be payable on the last day of each calendar quarter by
the issuance of additional Notes. The Notes mature on June 30, 2003. The
Warrants have an exercise price of $1.25 per share and expire five years after
issuance. At the same time, we entered into a definitive agreement with EYT,
Inc. (EYT), an entity controlled by Charterhouse and SOFTBANK, under which EYT
committed to repurchase from us our investment in EYT for a purchase price of $1
million, which approximates our cost of such investment.  The closing of the EYT
transaction shall take place contemporaneously with the closing of the first
sale of Units to Charterhouse and SOFTBANK.


Consulting Agreement with The Feld Group

     In August 2000, we entered into an agreement with The Feld Group, a Dallas,
Texas-based technology and management services firm, under which Bruce Graham of
The Feld Group rendered services to us as our Chief Operating Officer through
April 24, 2001, and thereafter as our Chief Executive Officer and President.  In
addition, under the agreement, additional persons from The Feld Group serve as
operational consultants to us to assist Mr. Graham and our Chief Operating
Officer.

     In the year ended December 31, 2000, we paid consulting fees of $627,391 to
The Feld Group pursuant to this agreement.  The Feld Group also received
warrants to purchase 180,000 shares of our Common Stock at a price of $13.06 per
share.

     Bradley Feld, Co-chairman and a director of Interliant, is also a director
of The Feld Group.  In addition, SOFTBANK Venture Capital is an investor in The
Feld Group, and two of SOFTBANK Venture Capital's affiliated funds, SOFTBANK
Technology Ventures IV, L.P. and SOFTBANK Technology Advisors Fund, L.P.
(collectively, "The SOFTBANK Holders") are holders of Interliant Common Stock.
Mr. Feld is a principal managing director of SOFTBANK Venture Capital and
Charles R. Lax, also a director of Interliant, is a managing member of STC IV
LLC, the general partner of SOFTBANK Technology Ventures IV, L.P.

Consulting Agreement with Our Co-founder

     During the year ended December 31, 2000, we paid consulting fees of
$180,000 to Intensity Ventures Inc., whose principal is Mr. Feld, pursuant to a
consulting agreement with Mr. Feld.
<PAGE>

Item 14(c)EXHIBITS

     The following is a list of exhibits filed as part of this Amendment No. 1
on Form 10-K/A:


     10.43 -- Master Lease Agreement dated January 26, 2000 between Dell
              Financial Services L.P. and Interliant, Inc. and Amendments and
              Rider thereto.*

     10.44 -- Master Agreement to Lease Equipment dated August 17, 2001 between
              Cisco Systems Capital Corporation and Interliant, Inc.*

     10.45 -- Master Lease Agreement dated October 30, 2000 between Steelcase
              Financial Services, Inc. and Interliant, Inc.*

     10.46 -- Master Lease Agreement dated November 20, 2000 between GATX
              Technology Services Corporation and Interliant, Inc. and Addendum
              thereto.*

     10.47 -- Master Lease Agreement dated January 26, 2001 between EMC
              Corporation and Interliant, Inc. and Amendments thereto.*
--------
*     Filed herewith.


                                   SIGNATURE

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.

Dated:   April 30, 2001

                                        Interliant, Inc.

                                        By: /s/ Bruce S. Klein
                                            ----------------------------------
                                                Bruce S. Klein
                                                Senior Vice President and
                                                General Counsel