================================================================================

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

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

                                   FORM 10-K/A

                          AMENDMENT NO. 1 TO FORM 10-K


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

                  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2002

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

                        COMMISSION FILE NUMBER 000-27525


                                  DSL.NET, INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                   DELAWARE                                    06-1510312
        -------------------------------                     ----------------
        (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)



 545 LONG WHARF DRIVE, NEW HAVEN, CONNECTICUT       06511       (203) 772-1000
 --------------------------------------------     ----------    ---------------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (ZIP CODE)    (TELEPHONE NO.)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                    COMMON STOCK, PAR VALUE $.0005 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 report(s)), 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. [X}

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes  [X]   No  [_]

     The aggregate market value of the common stock held by non-affiliates of
the registrant, as of the last business day of the registrant's most recently
completed second fiscal quarter, was approximately $9,819,759 (based on the
closing price of the registrant's Common Stock of $0.36 per share). The number
of shares outstanding of the registrant's Common Stock, par value $.0005 per
share, as of March 18, 2003, was 64,937,899.
================================================================================
<PAGE>
                                EXPLANATORY NOTE

     The Registrant hereby amends its Annual Report on Form 10-K for the fiscal
year ended December 31, 2002, filed with the Securities and Exchange Commission
on March 31, 2003, to report the information required by the following items:

       Item                      Description
       ----                      -----------
     Item 10            Directors and Executive Officers of the Registrant
     Item 11            Executive Compensation
     Item 12            Security Ownership of Certain Beneficial Owners and
                        Management and Related Stock Matters
     Item 13            Certain Relationships and Related Transactions

     The Registrant hereby amends Items 10 -13 of Part III by deleting the text
thereof in its entirety and replacing it with the following:


                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

OCCUPATIONS OF DIRECTORS AND OFFICERS

     Set forth below is information relating to the directors and executive
officers as of March 31, 2003:

NAME                              AGE    POSITION
----                              ---    --------
David F. Struwas(3)................54    Chairman of the Board, Class III
                                          Director and Chief Executive Officer
Keith Markley......................44    President and Chief Operating Officer
Robert J. DeSantis.................47    Chief Financial Officer and Treasurer
Raymond C. Allieri.................43    Senior Vice President - Sales and
                                          Marketing
Stephen Zamansky...................33    Senior Vice President - Corporate
                                          Affairs, General Counsel and Secretary
John M. Jaser......................43    Vice President - Technology
Walter Keisch......................57    Vice President - Finance
Harry F. Hopper, III...............49    Class I Director
Robert B. Hartnett, Jr.(1)(2)(3)...51    Class I Director
Robert G. Gilbertson(1)(2).........61    Class II Director
Paul Keeler(1)(2)(3) ..............58    Class II Director
William J. Marshall................47    Class II Director
James D. Marver....................52    Class III Director
Michael L. Yagemann................47    Class III Director
------------------
(1) Member of the audit committee
(2) Member of the compensation committee
(3) Member of the nominating committee

     DAVID F. STRUWAS has served as a director and our Chief Executive Officer
since January 1999 and as Chairman of the Board of Directors since November
2000. Mr. Struwas also served as our President from November 1998 until November
2000. From January 1997 to August 1998, Mr. Struwas was a General Manager for
Brooks Fiber-Worldcom. From May 1980 to January 1997, Mr. Struwas held various
positions at Southern New England Telephone, most recently as Director of
Marketing.

                                        2
<PAGE>
     KEITH MARKLEY has served as President and Chief Operating Officer since
November 2000. From July 1998 to November 2000, Mr. Markley served as President,
Eastern Region of Covad Communications, Inc. From June 1997 to June 1998, Mr.
Markley served as the General Manager of New England Fiber Communications, Inc.,
a facilities CLEC which was a joint venture between Brooks Fiber Properties and
CMP Communications. From June 1996 to June 1997, Mr. Markley served as the
District Manager of Advanced Radio Telecommunications, Inc., a wireless
broadband communications company. From June 1994 to June 1996, Mr. Markley was a
Principal and Consultant for Connecticut Research, a strategic and management
consulting company.

     ROBERT J. DESANTIS has served as Chief Financial Officer since December
2001 and as Treasurer since May 2002. From November 2000 to June 2001, Mr.
DeSantis served as Executive Vice President of Tellium, Inc. From 1986 to
October 2000, Mr. DeSantis served in various positions at Citizens
Communications, most recently as Chief Financial Officer, Vice President and
Treasurer.

     RAYMOND C. ALLIERI has served as Senior Vice President - Sales and
Marketing since June 1999. From 1988 to 1999, Mr. Allieri held various positions
at MCI WorldCom Communications Corporation, most recently as Senior Vice
President, Local Market Strategy and Development.

     JOHN M. JASER has served as Vice President - Technology since May 1999. Mr.
Jaser served as our President from March 1998 to November 1998 and was
responsible for business development from November 1998 to May 1999. From
January 1992 to March 1998, Mr. Jaser was the President and Chief Executive
Officer of FutureComm, Inc., a consulting firm specializing in network planning,
architecture and design.

     WALTER KEISCH has served as Vice President - Finance since March 2001. From
January to March 2001, he was our Corporate Controller. From July 2000 through
December 2000, Mr. Keisch served as Chief Financial Officer for a start-up
e-business unit of GE Capital Real Estate. From December 1997 to October 1999 he
served as Vice President of Finance, Chief Financial Officer and Secretary for
E-Sync Networks, Inc., an e-business service provider. From February 1990 to
July 1997 he served as Controller at Textron Lycoming/Allied Signal Aerospace,
Engines Division, a gas turbine engine manufacturer.

     STEPHEN ZAMANSKY has served as Senior Vice President - Corporate Affairs,
General Counsel and Secretary since July 2002. Mr. Zamansky served as our Vice
President - Corporate Affairs, General Counsel and Secretary from May 2002 to
July 2002 and was our Vice President, General Counsel and Secretary from May
1999 to May 2002. From August 1997 to May 1999, Mr. Zamansky was an attorney at
Day, Berry & Howard LLP. From October 1995 to August 1997, he was an attorney at
Sullivan & Cromwell.

     HARRY F. HOPPER III has served as director of DSL.net since December 2001.
Mr. Hopper is a Managing Member of Columbia Capital LLC, which he joined in
January 1994. Columbia Capital is a venture capital firm with an investment
focus on communications services, network infrastructure and technologies, and
communications software. Mr. Hopper is also a director of Equinix, Inc., a
leading internet peering and infrastructure provider, and the following private
companies: Affinity, Inc., a web hosting company, and Metro PCS, Inc., a
wireless service provider.

     ROBERT B. HARTNETT, JR. has served as a director since May 2002. In
addition, since April 2002 he has served as the Chairman and Chief Executive
Officer of Blue Ridge Networks, an internet security company. Mr. Hartnett was
President of Business Markets at Worldcom and CEO of UUNET from July 2000 until
April 2001. Previously, Mr. Hartnett was President of global accounts at MCI
Worldcom from August 1998 to June 2000. Prior to its merger with Worldcom in
1998, Mr. Hartnett was President of business sales and service at MCI
Communications.

                                        3
<PAGE>
     ROBERT GILBERTSON has served as a director since January 1999. He has been
a venture investor since 1996. Mr. Gilbertson has served as Chairman of the
board of directors of Motia, Inc. since November 2002. From October 1999 through
June 2001, he served as a venture Partner and consultant at Sprout Group, a
venture affiliate of Credit Suisse First Boston. In addition, Mr. Gilbertson
served as Chairman of the board of directors of Network Computing Devices, Inc.
from August 31, 1999 until April 2002 and as President and Chief Executive
Officer from May 1996 to August 31, 1999. From April 1996 to April 1997, Mr.
Gilbertson also served as Chairman of Avidia Systems Inc. From January 1992 to
May 1996, Mr. Gilbertson served as President and a director of CMX Systems,
Inc., a manufacturer of precision measurement and positioning products.

     PAUL J. KEELER has served as a director since June 2001. Mr. Keeler is a
Partner of RockRidge Capital Partners. From February 1991 to February 2001, Mr.
Keeler was a Principal at Morgan Stanley & Co., and Head of Global Sales and
Service for Morgan Stanley Capital International, a joint venture between Morgan
Stanley & Company, Inc. and Capital Group Companies. Prior to that, Mr. Keeler
served as Vice President of Morgan Stanley Technology Services; President, Chief
Executive Officer and Vice Chairman of Tianchi Telecommunications Corp.;
President and Chief Operating Officer of Westinghouse Communications Software,
Inc.; Vice President of Strategic Accounts and Business Development for Reuters
Holdings, PLC; and Director of MCI Communications. He also served as President
and CEO of Halcyon Securities Corporation and is a former member of the New York
and American Stock Exchanges.

     WILLIAM J. MARSHALL has served as a director since January 1999. In 2002,
Mr. Marshall founded RockRidge Capital Partners, a private equity and venture
capital firm based in Stamford, CT. Previously, Mr. Marshall was a Managing
Partner with VantagePoint Venture Partners, a leading venture capital firm with
$2.5 billion under management. Prior to joining VantagePoint, Mr. Marshall spent
11 years at Bear Stearns & Company, Inc., serving as Senior Managing Director,
Chief Technology Officer and head of the Communications Technologies Group.
Prior to Bear Stearns, Mr. Marshall was an early employee at MCI Communications
during its high revenue growth years from $70 million to over $4.0 billion
annually. Mr. Marshall is a co-founder of the ATM Forum and also was a board
member of the Securities Industry Association Technology. He is a graduate of
New York University in Finance and Computer Applications and Information Systems
(B.S.) and the Harvard Management Program in Strategic Technology and Business
Development.

     JAMES D. MARVER has served as director since April 1999. Mr. Marver has
been a Managing Partner at VantagePoint Venture Partners since co-founding the
firm in 1996. From 1988 to 1996, Mr. Marver was Senior Managing Director and
Head of the Global Technology Group at Bear Stearns & Co. Inc., as well as Head
of the San Francisco Investment Banking office. Prior to Bear Stearns, he served
as a Managing Director, Co-Head of Technology and Head of the San Francisco
corporate finance office at L.F. Rothschild, Unterberg, Towbin. Earlier in his
career, he was an investment banker with Goldman Sachs and a senior consultant
with SRI International (formerly Stanford Research Institute). Mr. Marver earned
a B.A. from Williams College (cum laude, Phi Beta Kappa) and Ph.D. from the
University of California at Berkeley.

     MICHAEL L. YAGEMANN has served as a director since February 2003. Mr.
Yagemann joined VantagePoint Venture Partners as a partner in January 2003. From
1999, he has been the Managing Member of Greenbridge Capital LLC, a
communications and technology private equity firm that he founded, and the
Managing Member and Founder of Greenbridge Partners LLC, a registered broker
dealer that provides merger and acquisition and strategic consulting services to
telecommunication, media and technology companies. From 1997 to 1999, Mr.
Yagemann was a partner and served as Co-Founder and Co-Head of the Media and
Telecommunications group at Mongomery Securities. He joined Bear Stearns in 1990
and from 1995 to 1997 he served as Co-head of Bear Stearns' Media and
Entertainment group and as a Senior Managing Director. Prior to joining Bear
Stearns, Mr. Yagemann was a partner at the law firm of Irell & Manella. He
earned a B.A. from the University of Colorado and a J.D. from Stanford Law
School.

                                        4
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
DSL.net's directors, executive officers and persons who own more than ten
percent of a registered class of our equity securities to file reports of
ownership and changes in ownership with the SEC. Such persons are required by
regulations of the SEC to furnish DSL.net with copies of all such filings. Based
solely on our review of copies of such filings received with respect to the
fiscal year ended December 31, 2002 and written representations from certain
persons, DSL.net believes that all such persons complied with all Section 16(a)
filing requirements in the fiscal year ended December 31, 2002

ITEM 11.   EXECUTIVE COMPENSATION

COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

SUMMARY COMPENSATION TABLE

     The following summary compensation table sets forth the total compensation
paid or accrued for the 2002 fiscal year for our named executive officers,
including our Chief Executive Officer and the four other most highly compensated
executive officers who were serving as of December 31, 2002.
<TABLE><CAPTION>
                                    SUMMARY COMPENSATION TABLE                                                   LONG TERM
                                                                                                                COMPENSATION
                                                                                                        ----------------------------
                                                                                                        SECURITIES
                                                                                     RESTRICTED         UNDERLYING     ALL OTHER
                                          YEAR         SALARY($)       BONUS($)    STOCK AWARD(S)        OPTIONS     COMPENSATION($)
                                          ----         ---------       --------    --------------        -------     ---------------
NAME AND PRINCIPAL POSITION
<S>                                      <C>           <C>             <C>                <C>           <C>                <C>
David F. Struwas...................       2002          200,000         45,000             --            1,700,000          --
  Chairman of the Board                   2001          200,000             --             --            1,450,000          --
  and Chief Executive Officer             2000          192,308             --             --                   --          --

Keith Markley......................       2002          200,000         45,000             --            1,250,000          --
  President and Chief                     2001          200,000        150,000             --            1,450,000          --
  Operating Officer                       2000           26,923                                          1,300,000          --

Raymond C. Allieri.................       2002          165,000         40,000             --              900,000          --
  Senior Vice President - Sales           2001          168,148            ----            --              500,000          --
  and Marketing                           2000          140,506         50,000(1)          --               --          67,306(2)

Stephen Zamansky...................       2002          165,000         40,000             --              900,000          --
  Senior Vice President -                 2001          164,423           --               --              550,000          --
  Corporate Affairs, General              2000          136,347           --               --               80,000          --
  Counsel and Secretary

Walter R. Keisch...................       2002          150,000         40,000             --              400,000          --
  Vice President - Finance                2001          132,500           --               --              400,000          --
                                          2000             --             --               --                   --          --
</TABLE>
(1) Such amount was paid in 2001.
(2) Consists of an amount paid to Mr. Allieri for reimbursement of relocation
    expenses.

                                        5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

     The following table provides information concerning grants of options to
purchase common stock made during the period from January 1, 2002 through
December 31, 2002 to the named executive officers:

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE><CAPTION>
                                        NUMBER OF                                                              POTENTIAL
                                        SECURITIES        OPTIONS                                                 NET
                                        UNDERLYING      GRANTED TO       EXERCISE                             REALIZABLE
                                         OPTIONS       EMPLOYEES IN    PRICE OR BASE    EXPIRATION             VALUE(2)
NAME                                     GRANTED        FISCAL YEAR      PRICE ($)         DATE            5%             10%
----                                     -------        -----------      ---------         ----            --             ---
<S>                                     <C>                 <C>            <C>           <C>            <C>            <C>
David F. Struwas(1)..............       1,700,000           19%            $0.29         7/11/2012      $867,000       $1,666,000
Keith Markley(1).................       1,250,000           14%            $0.29         7/11/2012      $637,500       $1,225,000
Raymond C. Allieri(1)............         900,000           10%            $0.29         7/11/2012      $459,000       $  882,000
Stephen Zamansky(1)..............         900,000           10%            $0.29         7/11/2012      $459,000       $  882,000
Walter R. Keisch(1)..............         400,000            4%            $0.29         7/11/2012      $204,000       $  392,000
----------------
</TABLE>

(1)  These options become exercisable with respect to 16.67% of the total number
     of such shares on January 12, 2003. Thereafter, approximately 2.78% of the
     total number of such shares become exercisable monthly over the next 30
     months.

(2)  We recommend caution in interpreting the financial significance of the
     figures representing the potential realizable value of the stock options.
     Amounts reported in these columns represent amounts that may be realized
     upon exercise of the options immediately prior to the expiration of their
     term assuming the specified compounded rates of appreciation (5% and 10%)
     on our common stock over the term of the options. These numbers are
     calculated based on rules promulgated by the SEC and do not reflect our
     estimate of future stock price growth. Actual gains, if any, on stock
     option exercises and common stock holdings are dependent on the timing of
     such exercise and the future performance of our common stock. There can be
     no guarantee that the market value of the common stock will reflect the
     rates of appreciation assumed in this table at the time that the options
     are exercisable.


                                        6
<PAGE>
OPTION EXERCISES AND FISCAL YEAR END VALUES

The following table sets forth information regarding the value of exercisable
and unexercisable options held by the named executive officers as of December
31, 2002. No named executive officer exercised options during the fiscal year
ended December 31, 2002.
<TABLE><CAPTION>

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES

                                    NUMBER OF SECURITIES UNDERLYING       VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS
                               UNEXERCISED OPTIONS AT DECEMBER 31, 2002            AT DECEMBER 31, 2002(1)
                               ----------------------------------------            -----------------------
NAME                              EXERCISABLE         UNEXERCISABLE          EXERCISABLE           UNEXERCISABLE
----                              -----------         -------------          -----------           -------------
<S>                                 <C>                 <C>                   <C>                     <C>
David F. Struwas........            523,611             2,626,389             $     -                 $340,000
Keith Markley...........          1,227,766             2,772,234             $     -                 $250,000
Raymond C. Allieri......            880,380             1,219,445             $     -                 $180,000
Stephen Zamansky........            488,430             1,281,530             $  15,388               $180,000
Walter R. Keisch........            153,504               646,496             $     -                 $ 80,000
------------------
</TABLE>
(1)  Value is based on the difference between the option exercise price and
     $0.49, the fair market value of DSL.net common stock on December 31, 2002,
     multiplied by the number of shares of common stock underlying the options.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The compensation committee of our board of directors, which in fiscal year
2002 was comprised of Messrs. Gilbertson, Hartnett and Keeler, reviewed salaries
and incentive compensation for our executive officers during fiscal year 2002.
All decisions of the compensation committee are currently subject to the review
and approval of our board of directors. None of our executive officers has
served as a director or member of the compensation committee, or other committee
serving an equivalent function, of any other entity whose executive officers
served as a director or member of our compensation committee.

COMPENSATION OF DIRECTORS

     During the fiscal year ended December 31, 2002, directors received no cash
compensation for their services as directors, except for reimbursement of
reasonable out-of-pocket expenses incurred in connection with attending board or
committee meetings. In May 2002, Mr. Hartnett was granted options to purchase
100,000 shares of DSL.net common stock at an exercise price of $0.65 per share.
These options become exercisable with respect to approximately 2.78% of the
total number of shares monthly over 36 months beginning June 2002. In July 2002,
Messrs. Gilbertson, Hartnett, Hopper, Keeler, Marshall and Marver each were
granted options to purchase 300,000 shares of DSL.net common stock at an
exercise price of $0.29 per share. These options become exercisable with respect
to approximately 2.78% of the total number of shares monthly over 36 months
beginning August 2002.

                                        7
<PAGE>
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

INTRODUCTION

     The compensation committee of the board of directors is responsible for
developing executive compensation policies and advising your board of directors
with respect to such policies, and administering our stock option plans and our
employee stock purchase plan. Messrs. Gilbertson, Keeler and Hartnett, all
non-employee directors, are currently the members of the compensation committee.
The committee's goal is to create and implement a compensation program which
will attract and retain talented executives and provide incentives to management
to enhance DSL.net's performance by basing a significant portion of annual and
long-term compensation on performance. All decisions of the compensation
committee are currently subject to the review and approval of DSL.net's board of
directors.

EXECUTIVE COMPENSATION PROGRAM

     DSL.net's executive compensation program consists of two elements: salary
and equity interests in the form of restricted stock or stock options. This
program applies to DSL.net's key management positions, including the position of
chief executive officer. All of DSL.net's executives also are eligible for
employee benefits offered to all DSL.net employees, including life, health,
disability and dental insurance, and DSL.net's 401(k) profit sharing plan and
the DSL.net employee stock purchase plan.

     SALARY. The compensation committee reviews and approves cash compensation
for the chief executive officer and all other executive officers' salaries. The
compensation committee's policy is to establish base salaries after considering
amounts paid to senior executives with comparable qualifications, experience and
responsibilities at other companies of similar size and engaged in a similar
business to that of DSL.net. In addition, the base salaries take into account
DSL.net's performance relative to comparable companies.

     The salary compensation of the executive officers is based upon their
qualifications, experience and responsibilities, as well as on the attainment of
planned objectives. The chief executive officer makes recommendations to the
compensation committee regarding executive compensation levels.

     EQUITY INTERESTS. Executives are eligible to receive stock option grants or
other stock awards under DSL.net's 1999 Stock Plan and DSL.net's amended and
restated 2001 Stock Plan. As of March 31, 2003, 830,759 shares remained
available for grant under the 1999 Stock Plan and 6,050,614 shares remained
available for grant under the amended and restated 2001 Stock Plan. The 1999
Stock Plan and the amended and restated 2001 Stock Plan are designed to provide
long-term performance and retention incentives for top management and other
employees. An executive's participation in this program is determined by the
compensation committee and approved by the board of directors.

     Executives participating in the 1999 Stock Plan and the amended and
restated 2001 Stock Plan receive stock option grants in amounts determined by
the compensation committee. The stock options granted to executives under the
1999 Stock Plan and the amended and restated 2001 Stock Plan have an exercise
price equal to the fair market value of DSL.net's common stock at the time of
grant. Currently, options granted to existing executives are generally
exercisable as to 16.67% of the total number of option shares on the day after
the six-month anniversary of the date of grant of the options, and monthly
thereafter become exercisable as to 2.78% of the total number of option shares.
Options granted to new executives are generally exercisable as to 25% of the
total number of option shares on the one-year anniversary of such executive's
start date, and monthly thereafter become exercisable as to 2.08% of the total
number of option shares.

     BONUSES. DSL.net did not have an established bonus plan in fiscal year
2002. At the discretion of the compensation committee, subject to the approval
by the DSL.net board of directors, bonuses were paid to certain executives in
recognition of the executive's performance.

                                        8
<PAGE>
CHIEF EXECUTIVE OFFICER'S COMPENSATION

     Mr. Struwas' compensation for fiscal 2002 was determined in accordance with
the executive compensation program described above.

     SALARY. Mr. Struwas received $200,000 in salary during fiscal year 2002.

     EQUITY INTERESTS. Mr. Struwas held 2,975,100 shares of DSL.net common stock
as of March 31, 2003. In July 2002, the compensation committee granted Mr.
Struwas options to purchase 1,700,000 shares of DSL.net common stock at an
exercise price of $0.29 per share. This grant was approved by the board of
directors (other than Mr. Struwas, who abstained from such vote). These options
became exercisable with respect to 16.67% of the total number of shares on
January 12, 2003. Thereafter, approximately 2.78% of the total number of the
option shares become exercisable monthly over the next 30 months.

     BONUS. Mr. Struwas received a $45,000 bonus in fiscal 2002. This bonus was
approved by the board of directors (other than Mr. Struwas, who abstained from
such vote).

     Mr. Struwas' total compensation for fiscal 2002 is set out in detail in the
Summary Compensation Table above.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

     In general, under Section 162(m) of the Internal Revenue Code of 1986, as
amended, DSL.net cannot deduct, for federal income tax purposes, compensation in
excess of $1,000,000 paid to certain executive officers. This deduction
limitation does not apply, however, to compensation that constitutes "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Internal Revenue Code and the regulations promulgated thereunder. DSL.net has
considered the limitations on deductions imposed by Section 162(m) of the
Internal Revenue Code, and it is DSL.net's present intention that, for so long
as it is consistent with its overall compensation objective, substantially all
tax deductions attributable to executive compensation will not be subject to the
deduction limitations of Section 162(m).

         Compensation Committee and Board of Directors of DSL.net, Inc.
                                David F. Struwas
                              Robert G. Gilbertson
                              Harry F. Hopper, III
                                 Paul J. Keeler
                               William J. Marshall
                                 James D. Marver
                             Robert B. Hartnett, Jr.
                               Michael L. Yagemann

                                        9
<PAGE>
STOCK PERFORMANCE GRAPH

     The following graph compares the monthly change in the cumulative total
stockholder return on DSL.net's common stock during the period from our initial
public offering (October 6, 1999) through December 31, 2002, with the cumulative
total return on (i) the Nasdaq Stock Market and (ii) the Nasdaq
Telecommunications Index. The comparison assumes that $100 was invested on
October 6, 1999 in our common stock and in each of the foregoing indices and
assumes reinvestment of dividends, if any.
<TABLE><CAPTION>

               COMPARISON OF MONTHLY CUMULATIVE TOTAL RETURN AMONG
              DSL.NET INC., THE NASDAQ MARKET INDEX, AND THE NASDAQ
                         TELECOMMUNICATIONS INDEX (1)(2)

DSL NET INC
                            Cumulative Total Return
                           ---------------------------------------------------------------------------------------------------------
                           10/6/1999   10/99   11/99   12/99    1/00    2/00    3/00    4/00    5/00    6/00    7/00    8/00    9/00
<S>                          <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>    <C>      <C>     <C>     <C>
DSL.NET, INC.                100.00   128.33  251.67  192.51  279.17  373.33  294.17  133.33   84.17  137.51   65.84   81.67   40.84
NASDAQ STOCK MARKET (U.S.)   100.00   103.73  116.31  141.87  136.65  162.70  159.38  134.05  117.90  138.60  131.08  146.59  127.55
NASDAQ TELECOMMUNICATIONS    100.00   113.03  120.68  139.97  139.54  153.14  148.73  121.17  101.33  117.40  104.47  106.21   93.72

                           ---------------------------------------------------------------------------------------------------------
                               10/00   11/00   12/00    1/01    2/01    3/01    4/01    5/01    6/01    7/01    8/01    9/01   10/01

DSL.NET, INC.                  35.00   14.17    7.08   26.67   27.51   12.92   18.00   10.53   10.93   12.73    4.00    2.00    6.40
NASDAQ STOCK MARKET (U.S.)    117.07   90.20   85.41   95.75   74.13   63.74   73.25   73.15   75.12   70.35   62.69   52.13   58.82
NASDAQ TELECOMMUNICATIONS      81.85   59.53   59.66   74.90   59.68   52.57   54.64   51.39   49.79   45.15   39.95   36.26   35.37

                           -------------------------------------------------------------------------------------------------
                               11/01   12/01    1/02    2/02    3/02    4/02    5/02    6/02    7/02    8/02    9/02   12/02

DSL.NET, INC.                   6.80   16.80   14.00   12.67   10.53    9.20    8.27    4.80    3.60    4.53    4.40    6.53
NASDAQ STOCK MARKET (U.S.)     67.20   67.76   67.25   60.25   64.20   58.87   56.27   51.18   46.50   46.01   41.06   46.84
NASDAQ TELECOMMUNICATIONS      39.09   39.93   33.56   28.84   28.44   22.62   21.54   17.15   16.47   17.26   15.74   18.39
------------------
</TABLE>
(1)  This graph is not "soliciting material," is not deemed filed with the SEC
     and is not to be incorporated by reference in any filing of DSL.net under
     the Securities Act of 1933, as amended, or the Securities Exchange Act of
     1934, as amended, whether made before or after the date hereof and
     irrespective of any general incorporation language in any such filing.

(2)  The stock price performance shown on the graph is not necessarily
     indicative of future price performance. Information used in the graph was
     obtained from Research Data Group, Inc., a source believed to be reliable,
     but DSL.net is not responsible for any errors or omissions in such
     information.

                                       10
<PAGE>
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED STOCKHOLDER MATTERS

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding beneficial
ownership of our capital stock as of March 31, 2003, by:

o    each person known by us to be the beneficial owner of more than 5% of our
     common stock, Series X preferred stock or Series Y preferred stock;

o    each named executive officer;

o    each of our directors; and

o    all executive officers and directors as a group.

     Unless otherwise noted below, the address of each person listed on the
table is c/o DSL.net, Inc., 545 Long Wharf Drive, New Haven, Connecticut 06511,
and each person has sole voting and investment power over the shares shown as
beneficially owned except to the extent authority is shared by spouses under
applicable law.

     Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In determining the number of shares of
common stock beneficially owned, shares of capital stock issuable by us to a
person pursuant to:

o    options or warrants; and

o    the right to convert outstanding Series X preferred stock and Series Y
     preferred stock;

in each case, which may be exercised within 60 days after March 31, 2003 are
deemed to be beneficially owned and outstanding for purposes of calculating the
number of shares of common stock and the percentage beneficially owned by that
person.

     Shares deemed to be beneficially owned by a person in accordance with the
above rules are not deemed to be beneficially owned and outstanding for purposes
of computing the percentage beneficially owned by any other person.

                                       11
<PAGE>
<TABLE><CAPTION>
                                                                   SERIES X               SERIES Y                COMBINED
                                        COMMON STOCK           PREFERRED STOCK        PREFERRED STOCK           VOTING POWER
                                   -----------------------  ---------------------   --------------------    ---------------------
                                                  PERCENT                PERCENT                PERCENT                  PERCENT
                                    SHARES       OF CLASS    SHARES     OF CLASS     SHARES    OF CLASS       VOTES     OF VOTES
                                    ------       --------    ------     --------     ------    --------       -----     --------
<S>                               <C>               <C>        <C>         <C>         <C>        <C>       <C>            <C>
David F. Struwas (1)...........   4,172,321         6.3%        -           -           -          -        4,172,321      2.2%
Keith Markley (2)..............   1,911,790         2.9%        -           -           -          -        1,911,790      1.0%
Raymond C. Allieri (3).........   1,454,701         2.2%        -           -           -          -        1,454,701        *
Stephen Zamansky (4)...........    821,821          1.2%        -           -           -          -         821,821         *
Walter R. Keisch (5)...........    314,962           *          -           -           -          -         314,962         *
Robert B. Hartnett, Jr. (6)....    116,666           *          -           -           -          -         116,666         *
Harry F. Hopper, III (7).......  18,386,612        22.1%        -           -         8,250      55.0%      9,959,237      5.2%
Robert G. Gilbertson (8).......    712,632          1.1%        -           -           -          -         712,632         *
Paul J. Keeler (9).............    157,289           *          -           -           -          -         157,289         *
William J. Marshall (10).......    466,583           *          -           -           -          -         466,583         *
James D. Marver (11)...........  144,480,528       77.1%      20,000      100.0%        -          -       144,480,528     71.5%
Michael L. Yagemann............       -              -          -           -           -          -            -            -

The VantagePoint Entities (12)   144,213,895       77.0%      20,000      100.0%        -          -       144,213,895     71.4%
   1001 Bayhill Drive
   Suite 300
   San Bruno, CA 94066

The Columbia Capital             18,303,279        22.0%        -           -         8,250       55%       9,875,904      5.1%
   Entities (13)
   N. Union Street,
   Suite 300
   Alexandria, VA 22314

The Lafayette Investment          7,500,000        10.5%        -           -         3,750      25.0%      3,669,375      1.9%
   Fund, L.P. (14)
   Fountain Place
   1445 Ross at Field
   Dallas, TX 75202-2785

Charles River Entities (15)       2,000,000         3.0%        -           -         1,000       7.0%       978,501         *
   c/o Charles River Ventures
   10000 Winter Street
   Suite 3300
   Waltham, MA 02451

N.I.G. - Broadslate, Ltd. (16)    3,704,000         5.4%        -           -         1,852      12.0%      1,812,182      1.0%
   c/o National Bank of Kuwait
   299 Park Avenue,
   New York, NY 10171-0023

All executive officers and       175,675,420       82.5%      20,000       100%       8,250       55%      167,248,045     78.6%
directors as a group (14
persons) (17)
------------------
</TABLE>
 * Indicates less than 1%.
(1)  Includes 1,197,221 shares issuable upon exercise of options held by Mr.
     Struwas that are exercisable within 60 days after March 31, 2003.
(2)  Includes 1,911,790 shares issuable upon exercise of options held by Mr.
     Markley that are exercisable within 60 days after March 31, 2003.
(3)  Includes 1,199,823 shares issuable upon exercise of options held by Mr.
     Allieri that are exercisable within 60 days after March 31, 2003.
(4)  Includes 821,415 shares issuable upon exercise of options held by Mr.
     Zamansky that are exercisable within 60 days after March 31, 2003.
(5)  Includes 314,962 shares issuable upon exercise of options held by Mr.
     Keisch that are exercisable within 60 days after March 31, 2003.
(6)  Includes 116,666 shares issuable upon exercise of options held by Mr.
     Hartnett that are exercisable within 60 days after March 31, 2003.

                                       12
<PAGE>
(7)  Includes 83,333 shares issuable upon exercise of options held by Mr. Hopper
     that are exercisable within 60 days after March 31, 2003. Includes shares
     beneficially owned by the Columbia Capital entities as set forth in
     footnote 13. Mr. Hopper is a partner of Columbia Capital Equity Partners
     III, L.P. and a member of Columbia Capital Equity Partners, LLC, Columbia
     Capital, LLC and Columbia Capital III, LLC. Mr. Hopper may be deemed to
     share voting and investment power with respect to such shares and disclaims
     beneficial ownership of such shares, except to the extent of his
     proportionate pecuniary interest therein.
(8)  Includes 466,582 shares issuable upon exercise of options held by Mr.
     Gilbertson that are exercisable within 60 days after March 31, 2003.
(9)  Includes 157,289 shares issuable upon exercise of options held by Mr.
     Keeler that are exercisable within 60 days after March 31, 2003.
(10) Includes 133,333 shares issuable upon exercise of options held by Mr.
     Marshall that are exercisable within 60 days after March 31, 2003.
(11) Includes 133,333 shares of common stock issuable upon exercise of options
     held by Mr. Marver that are exercisable within 60 days after March 31,
     2003, and the shares beneficially owned by the VantagePoint entities as set
     forth in footnote 12. Mr. Marver is a managing member of the general
     partner of each of the VantagePoint stockholders. Mr. Marver may be deemed
     to share voting and investment power with respect to the shares
     beneficially owned by the VantagePoint entities and disclaims beneficial
     ownership of such shares, except to the extent of his proportionate
     pecuniary interest therein.
(12) The entities listed below owned or have the right to purchase the shares of
     DSL.net capital stock indicated in the table below as of March 31, 2003.
<TABLE><CAPTION>
                                                                        SHARES OF SERIES X PREFERRED
                                             SHARES OF COMMON STOCK                STOCK
                                            -------------------------  -----------------------------
                                                           SHARES
                                                          ISSUABLE                  SHARES OF COMMON
                                                            UPON                     STOCK ISSUABLE
                                              SHARES     EXERCISE OF     SHARES      UPON CONVERSION
            STOCKHOLDER                        HELD       WARRANTS        HELD       OF SHARES HELD
----------------------------------------    ---------- --------------  -----------  ----------------
<S>                                         <C>           <C>             <C>          <C>
VantagePoint Venture Partners 1996, L.P.     6,781,164     2,257,114       4,000        22,222,222
VantagePoint Communications Partners, L.P.  13,562,330     2,284,888       4,000        22,222,222
VantagePoint Venture Partners III, L.P.        168,218       727,881       1,306         7,255,556
VantagePoint Venture Partners III(Q), L.P.   1,361,037     5,960,152      10,694        59,411,111
</TABLE>

VantagePoint Associates, L.L.C. is the general partner of VantagePoint Venture
Partners 1996, L.P. VantagePoint Communications Associates, L.L.C. is the
general partner of VantagePoint Communications Partners, L.P. VantagePoint
Venture Associates III, L.L.C. is the general partner of VantagePoint Venture
Partners III, L.P. and VantagePoint Venture Partners III(Q), L.P. Mr. Marver is
a managing member of each of these general partner entities. Mr. Marver may be
deemed to share voting and investment power with respect to the shares
beneficially owned by the VantagePoint entities and disclaims beneficial
ownership of such shares, except to the extent of his respective proportionate
pecuniary interest therein.

                                       13
<PAGE>
(13) The entities listed below own or have the right to purchase the shares of
     DSL.net capital stock indicated in the table below as of March 31, 2003.

<TABLE><CAPTION>
                                                                SHARES OF SERIES Y PREFERRED STOCK
                                                                  -------------------------------
                                                    SHARES OF
                                                     COMMON
                                                     STOCK
                                                    ISSUABLE
                                                      UPON                       SHARES OF COMMON
                                                    EXERCISE                      STOCK ISSUABLE
                                                       OF                        UPON CONVERSION
                STOCKHOLDER                         WARRANTS       SHARES HELD    OF SHARES HELD
------------------------------------------------- -----------     ------------ -------------------
<S>                                                 <C>              <C>            <C>
Columbia Capital Equity Partners III (QP), L.P.      850,053          3,877          7,754,000
Columbia Capital Equity Partners II (QP), L.P.       112,718            507          1,014,000
Columbia Cardinal Partners, LLC                           --            544          1,088,000
Columbia Broadslate Partners, LLC                         --          3,108          6,216,000
Columbia Capital Equity Partners III (AI), L.P.       46,959            214            428,000
Columbia Capital Equity Partners (II) (CAYMAN), L.P.  92,020             --                 --
Columbia Capital Equity Partners II, L.P.              4,754             --                 --
Columbia Capital Equity Partners III (CAYMAN), L.P.  466,809             --                 --
Columbia Capital Investors, LLC                       20,225             --                 --
Columbia Capital Investors III, LLC                  209,741             --                 --
</TABLE>

Columbia Capital Equity Partners III, L.P. is the general partner of Columbia
Capital Equity Partners III (AI), L.P. and Columbia Capital Equity Partners III
(QP), L.P. Columbia Capital Equity Partners (Cayman) III, Ltd. is the general
partner of Columbia Capital Equity Partners III (CAYMAN), L.P. Columbia Capital
Equity Partners, LLC is the general partner of Columbia Capital Equity Partners
II, L.P., Columbia Capital Equity Partners II (QP), L.P. and Columbia Capital
Equity Partners II (CAYMAN), L.P. Columbia Capital, LLC is the manager of
Columbia Capital Investors, LLC. Columbia Capital III, LLC is the manager of
Columbia Capital Investors III, LLC. Mr. Hopper is a partner of Columbia Capital
Equity Partners III, L.P. and a member of Columbia Capital Equity Partners, LLC,
Columbia Capital, LLC and Columbia Capital III, LLC. Mr. Hopper may be deemed to
share voting power and investment power with respect to the shares beneficially
owned by the Columbia entities and disclaims beneficial ownership for such
shares, except to the extent of his respective proportionate pecuniary interest
therein.

(14) Includes 7,500,000 shares of common stock issuable upon conversion of 3,750
     shares of Series Y preferred stock held by The Lafayette Investment Fund,
     L.P. as of March 31, 2003.
(15) The entities listed below own the shares of DSL.net capital stock indicated
     in the table below as of March 31, 2003.

                                             SHARES OF SERIES Y PREFERRED STOCK
                                               ------------------------------
                                                             SHARES OF COMMON
                                                             STOCK ISSUABLE
                                                             UPON CONVERSION
            STOCKHOLDER                        SHARES HELD   OF SHARES HELD
---------------------------------------------- ----------- ------------------
Charles River Partnership X, A Limited
Partnership                                         905          1,810,000
Charles River Partnership X-A, A Limited             25             50,000
Partnership                                          60            120,000
Charles River Friends X-B, LLC
Charles River Friends X-C, LLC                       10             20,000

                                       14
<PAGE>
(16) Includes 3,704,000 shares of common stock issuable upon conversion of 1,852
     shares of Series Y preferred stock held by N.I.G. Broadslate, Ltd. as of
     March 31, 2003.
(17) See Notes 1 through 11. Also includes shares owned by executive officers
     and shares issuable to executive officers in connection with options which
     are exercisable within 60 days after March 31, 2003.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On November 14, 2001, DSL.net entered into the Series X preferred stock
purchase agreement with VantagePoint Venture Partners III (Q), L.P.,
VantagePoint Venture Partners III, L.P., VantagePoint Communications Partners,
L.P. and VantagePoint Venture Partners 1996, L.P. relating to the sale and
purchase of up to an aggregate of 20,000 shares of Series X preferred stock of
DSL.net at a purchase price of $1,000 per share. Subject to the terms and
conditions of the purchase agreement, on November 14, 2001, DSL.net sold an
aggregate of 6,000 shares of Series X preferred stock to the VantagePoint
entities for an aggregate purchase price of $6,000,000, on December 12, 2001,
DSL.net sold an aggregate of 4,000 shares of Series X preferred stock to the
VantagePoint entities for an aggregate purchase price of $4,000,000, and on
March 1, 2002, DSL.net sold an aggregate of 10,000 shares of Series X preferred
stock to the VenturePoint entities for an aggregate purchase price of
$10,000,000. No additional shares of Series X preferred stock may be issued
under the Series X purchase agreement. James D. Marver, one of DSL.net's current
directors, is a member and a managing member of the general partners of each of
the Vantage Point entities, and Michael L. Yagemann, one of DSL.net's current
directors, is a member of an affiliate of each of the VantagePoint entities. At
the time of the transactions described immediately above, William J. Marshall
was an affiliate of the VantagePoint entities and a member of our board of
directors. Mr. Marshall is no longer affiliated with the Vantage Point entities
but continues to serve on our board of directors.

     On December 24, 2001, DSL.net entered into the Series Y preferred stock
purchase agreement with Columbia Capital Equity Partners III (QP), L.P.,
Columbia Capital Equity Partners II (QP), L.P., The Lafayette Investment Fund,
L.P., Charles River Partnership X, A Limited Partnership and N.I.G. -
Broadslate, Ltd. relating to the sale and purchase of up to an aggregate of
15,000 shares of Series Y preferred stock of DSL.net at a purchase price of
$1,000 per share. On December 28, 2001, DSL.net sold an aggregate of 6,469
shares of Series Y preferred stock pursuant to the Series Y preferred stock
purchase agreement for an aggregate purchase price of $6,469,000 and received
proceeds of $3,531,000 from the issuance of Promissory Notes to the Series Y
Investors. On May 30, 2002, DSL.net sold an aggregate of 8,531 shares of Series
Y preferred stock pursuant to the Series Y preferred stock purchase agreement
for an aggregate of $5,000,000 in net proceeds and the cancellation of the
$3,531,000 in promissory notes issued to the Series Y Investors. Mr. Hopper, an
affiliate of the Columbia Capital entities, is also a member of our board of
directors.

     In January 2002, DSL.net acquired digital subscriber line, T1 and virtual
private network customers located in parts of Florida, Tennessee, Virginia,
North Carolina and Pennsylvania from Broadslate Networks, Inc. for an aggregate
purchase price of approximately $800,000, including a $650,000 initial payment
and $150,000 to be paid after a transition period, subject to certain
adjustments. In March 2002, DSL.net notified Broadslate that it was pursuing an
indemnification claim against the $150,000 hold back. DSL.net and Broadslate
eventually settled the claim for the entire $150,000 holdback amount. DSL.net
stockholders, comprised of certain of the Columbia Capital entities, in the
aggregate, owned in excess of 10% of the capital stock of Broadslate. Mr.
Hopper, an affiliate of the Columbia Capital entities, is a member of our board
of directors. Mr. Hopper was also a director of Broadslate until February 2002.

     On December 27, 2002, DSL.net entered into a reimbursement agreement with
certain of the VantagePoint entities, certain of the Columbia Capital entities,
The Lafayette Investment Fund, L.P. and Charles River Partnership, L.P. Pursuant
to the terms of the reimbursement agreement, the VantagePoint

                                       15
<PAGE>
entities and the Columbia Capital entities issued guarantees in an aggregate
amount of $6,100,000 to support DSL.net's obligations under a credit agreement
between DSL.net and a commercial bank providing for a revolving line of credit
of up to $15,000,000. On March 5, 2003, DSL.net entered into amendment no. 1 to
the reimbursement agreement with the VantagePoint entities and the Columbia
Capital entities pursuant to which the VantagePoint entities increased their
guarantees by $3,000,000, to an aggregate of $9,100,000 for all guarantors.

     The reimbursement agreement obligates DSL.net to reimburse the guarantors
for any payments they may be required to make in accordance with their
guarantees, within two business days of notification of such payments. Any such
obligations not paid by DSL.net, when due, shall bear interest at the rate of
10% per annum. DSL.net's obligations under the reimbursement agreement are also
guaranteed by certain of its wholly-owned subsidiaries and collateralized by a
security agreement signed by DSL.net and certain of its wholly-owned
subsidiaries which pledges a significant portion of DSL.net's consolidated
assets as collateral.

     Pursuant to the terms of the reimbursement agreement, on December 27, 2002,
DSL.net issued warrants to purchase 10,379,420 shares of its common stock to the
VantagePoint entities and 1,634,473 shares of its common stock to the Columbia
Capital entities in consideration for their guarantees aggregating $6,100,000.
DSL.net issued additional warrants to purchase 767,301 shares of its common
stock to the VantagePoint entities and 168,806 shares of its common stock to the
Columbia Capital entities on March 26, 2003. All such warrants are exercisable
for ten years at an exercise price of $0.50 per share. In addition, if DSL.net
closes an equity financing on or before December 5, 2003, it has authorized the
issuance to the VantagePoint entities, subject to certain conditions, of
additional warrants to purchase the type of equity securities issued by DSL.net
in such equity financing, in consideration for the additional $3,000,000
guaranty provided by the VantagePoint entities on March 5, 2003. Mr. Marver, one
of DSL.net's current directors, is a member and a managing member of the general
partners of each of the Vantage Point entities and Mr. Yagemann, one of
DSL.net's current directors, is a member of an affiliate of each of the
VantagePoint entities. Mr. Hopper, an affiliate of the Columbia Capital
entities, is also a member of our board of directors.

                                       16
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            DSL.NET, INC.



Dated: April 30, 2003                       By: /s/David F. Struwas
                                                -------------------------------
                                                David F. Struwas
                                                Chairman of the Board and
                                                Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 on Form 10-K/A has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

Signature                       Title(s)                          Date
---------                       --------                          ----

/s/ David F. Struwas            Chairman of the Board and Chief   April 30, 2003
------------------------        Executive Officer
David F. Struwas, in his        (Principal Executive Officer)
individual capacity and
 as Attorney-In-Fact.

         *                      Chief Financial Officer           April 30, 2003
------------------------        (Principal Financial and
Robert J. DeSantis              Accounting Officer)


         *                      Director                          April 30, 2003
------------------------
Robert Gilbertson


         *                      Director                          April 30, 2003
------------------------
Robert Hartnett


         *                      Director                          April 30, 2003
------------------------
Harry Hopper


         *                      Director                          April 30, 2003
------------------------
Paul Keeler


         *                      Director                          April 30, 2003
------------------------
William J. Marshall

                                       17
<PAGE>


         *                      Director                          April 30, 2003
------------------------
James D. Marver


         *                      Director                          April 30, 2003
------------------------
Michael Yagemann


*This Amendment No. 1 on Form 10-K/A was executed by David F. Struwas pursuant
to a Power of Attorney filed with the Securities and Exchange Commission on
March 31, 2003 in connection with the Registrant's Annual Report on Form 10-K
for the fiscal year ending December 31, 2002.

                                       18
<PAGE>
                                 CERTIFICATIONS

I, David F. Struwas, certify that:

1.   I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on
     Form 10-K, of DSL.net, Inc.;

2.   Based on my knowledge, this Amendment No. 1 to annual report does not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to the
     period covered by DSL.net's annual report, as amended by this Amendment No.
     1 to annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in DSL.net's annual report, as amended by this
     Amendment No. 1 to annual report, fairly present in all material respects
     the financial condition, results of operations and cash flows of the
     registrant as of, and for, the periods presented in DSL.net's annual
     report, as amended by this Amendment No. 1 to annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which DSL.net's annual
          report, as amended by this Amendment No. 1 to annual report, is being
          prepared;

     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this Amendment No. 1 to annual report (the "Evaluation Date"); and

     (c)  Presented in DSL.net's annual report, as amended by this Amendment No.
          1 to annual report, our conclusions about the effectiveness of the
          disclosure controls and procedures based on our evaluation as of the
          Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     (a)  All significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in
     DSL.net's annual report, as amended by this Amendment No. 1 to annual
     report, whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  April 30, 2003
                                                 By: /s/ David F. Struwas
                                                     ---------------------------
                                                     Chairman of the Board and
                                                     Chief Executive Officer

                                       19
<PAGE>

I, Robert J. DeSantis, certify that:

1.   I have reviewed this Amendment No. 1 on Form 10-K/A to the annual report on
     Form 10-K, of DSL.net, Inc.;

2.   Based on my knowledge, this Amendment No. 1 to annual report does not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to the
     period covered by DSL.net's annual report, as amended by this Amendment No.
     1 to annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in DSL.net's annual report, as amended by this
     Amendment No. 1 to annual report, fairly present in all material respects
     the financial condition, results of operations and cash flows of the
     registrant as of, and for, the periods presented in DSL.net's annual
     report, as amended by this Amendment No. 1 to annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which DSL.net's annual
          report, as amended by this Amendment No. 1 to annual report, is being
          prepared;

     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this Amendment No. 1 to annual report (the "Evaluation Date"); and

     (c)  Presented in DSL.net's annual report, as amended by this Amendment No.
          1 to annual report, our conclusions about the effectiveness of the
          disclosure controls and procedures based on our evaluation as of the
          Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     (a)  All significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in
     DSL.net's annual report, as amended by this Amendment No. 1 to annual
     report, whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  April 30, 2003

                                                 By: /s/ Robert J. DeSantis
                                                     ---------------------------
                                                     Chief Financial Officer

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