<PAGE>   1

      As filed with the Securities and Exchange Commission on March 6, 2000

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

                DELAWARE                                        52-2078325
      (State or other jurisdiction                            (IRS Employer
   of incorporation or organization)                      Identification Number)

             ONE USi PLAZA
          ANNAPOLIS, MARYLAND                                   21401-7478
(Address of Principal Executive Offices)                        (Zip Code)

            USINTERNETWORKING, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN

                           MR. WILLIAM T. PRICE, ESQ.
                  VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                             USINTERNETWORKING, INC.
                                  ONE USi PLAZA
                         ANNAPOLIS, MARYLAND 21401-7478
                     (Name and address of agent for service)
                                 (410) 897-4400
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                              JAMES F. ROGERS, ESQ.
                                LATHAM & WATKINS
                    1001 PENNSYLVANIA AVENUE, N.W. SUITE 1300
                           WASHINGTON, D.C. 20004-2505

                            -------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
     Title of Each                                          Proposed Maximum    Proposed Maximum      Amount of
  Class of Securities                   Amount to be         Offering Price    Aggregate Offering   Registration
   to be Registered                      Registered          Per Share (1)          Price (1)            Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>                <C>                  <C>
Common Stock, par value
  $0.001 per share(1)                 1,500,000 shares           $69.53           $104,295,000       $27,533.88
====================================================================================================================
</TABLE>


(1)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h) under the Securities Act of 1933 based on the
       average of the high and low prices as reported on the Nasdaq National
       Market as of March 1, 2000.


<PAGE>   2


                                     PART I

ITEM 1.  PLAN INFORMATION.

Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be filed with this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents previously filed by USINTERNETWORKING, Inc, (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated as of their respective dates in this Registration Statement on Form
S-8 (the "Registration Statement") by reference:

1.     The Company's Prospectus filed with the Commission pursuant to Rule
       424(b) on February 17, 2000.

2.     Description of the Company's Common Stock incorporated by reference into
       the Company's Registration Statement on Form 8-A filed with the
       Commission on April 8, 1999.

       All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are deemed incorporated by reference in
this Registration Statement and are a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The validity of the shares of Common Stock registered hereunder will be
passed upon for the Company by Latham & Watkins, Washington, D.C. Two partners
of Latham & Wathers each own 1,000 shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the General Corporation Law of the State of Delaware
("Section 145") permits a Delaware corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe such person's conduct was unlawful.

       In the case of an action by or in the right of the corporation, Section
145 permits the corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interest of the corporation. No indemnification may be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was


                                       2
<PAGE>   3


brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

       To the extent that a present or former director or officer of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the preceding two paragraphs, Section
145 requires that such person be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

       Section 145 provides that expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in Section 145.

       The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that an officer or director of the Company will not be
personally liable to the Company or its stockholders for monetary damages for
any breach of his fiduciary duty as an officer or director, except in certain
cases where liability is mandated by the DGCL. The provision has no effect on
any non-monetary remedies that may be available to the Company or its
stockholders, nor does it relieve the Company or its officers or directors from
compliance with federal or state securities laws. The Certificate also generally
provides that the Company shall indemnify, to the fullest extent permitted by
law, any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit investigation, administrative
hearing or any other proceeding (each, a "Proceeding") by reason of the fact
that he is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
entity, against expenses incurred by him in connection with such Proceeding. An
officer or director shall not be entitled to indemnification by the Company if
(i) the officer or director did not act in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, or (ii)
with respect to any criminal action or proceeding, the officer or director had
reasonable cause to believe his conduct was unlawful.

       The Underwriting Agreement filed as Exhibit 1.1 to the Company's
Registration Statement on Form S-1 provides for indemnification by of the
Company and its directors and certain officers, and by the Company of the
Underwriters for certain liabilities arising under the Securities Act or
otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:

<TABLE>
<CAPTION>
       EXHIBIT NO.        DESCRIPTION OF EXHIBIT
       -----------        ----------------------
       <S>                <C>
         4.1              Form of Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated
                          by reference to the Company's Registration Statement on Form S-1 (File No. 333-70717))

         4.4              First Amendment to the Company's Second Amended and Restated Certificate of Incorporation
                          (incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-95543))

         4.3              Form of Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2
                          to the Company's Registration Statement on Form S-1 (File No. 333-70717))

         4.4              Specimen Certificate for shares of Common Stock par value $.001 (incorporated by reference to the
                          Company's Registration Statement on Form S-1 (File No. 333-70717)).

         *4.5             USinternetworking, Inc. 2000 Employee Stock Purchase Plan

         *5.1             Opinion of Latham & Watkins with respect to the validity of shares being offered.

         *23.1            Consent of Bassan & Associates S.C.

         *23.2            Consent of Ernst & Young LLP regarding IIT financial statements
</TABLE>


                                       3
<PAGE>   4


<TABLE>
       <S>                <C>
         *23.3            Consent of Ernst & Young LLP regarding USI financial statements

         *23.4            Consent of Latham & Watkins (included in Exhibit 5.1)

         *24.1            Power of Attorney (included on signature page)
</TABLE>

*      Filed herewith.

ITEM 9.  UNDERTAKINGS.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

       The undersigned registrant hereby undertakes:

       (1)    To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

              (i)    To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;

              (ii)   To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement

              (iii)  To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

       PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in the registration statement.

       (2)    That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial BONA FIDE offering
              thereof.

       (3)    To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.

       The undersigned registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the registrant's annual report pursuant to Section 13(a) or 15(d) of
       the Securities Exchange Act of 1934 that is incorporated by reference in
       the Registration Statement shall be deemed to be a new Registration
       Statement relating to the securities offered herein, and the offering of
       such securities at that time shall be deemed to be the initial BONA FIDE
       offering thereof.


                                       4
<PAGE>   5


                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Annapolis, State of Maryland, on March 6, 2000.

                                      USINTERNETWORKING, INC.

                                      By: /s/ Christopher R. McCleary
                                          -------------------------------------
                                          Christopher R. McCleary
                                          Chairman of the Board  and
                                          Chief Executive Officer

                               POWERS OF ATTORNEY

       Each person whose signature appears below constitutes and appoints
Christopher R. McCleary, Harold C. Teubner, Jr. and William T. Price, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any or all further amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
              Signatures                                      Title                                 Date
              ----------                                      -----                                 ----
<S>                                            <C>                                             <C>
     /s/ Christopher R. McCleary               Chairman of the Board and Chief                 March 6, 2000
------------------------------------           Executive Officer (Principal Executive
         Christopher R. McCleary               Officer)

       /s/ Stephen E. McManus                  President--E-Commerce Business Unit             March 6, 2000
------------------------------------           and Director
           Stephen E. McManus

     /s/ Harold C. Teubner, Jr.                Executive Vice President and Chief              March 6, 2000
------------------------------------           Financial Officer (Principal Financial
         Harold C. Teubner, Jr.                and Accounting Officer)

         /s/ R. Dean Meiszer                   Director                                        March 6, 2000
------------------------------------
             R. Dean Meiszer

        /s/ Benjamin Diesbach                  Director                                        March 6, 2000
------------------------------------
            Benjamin Diesbach

         /s/ Ray A. Rothrock                   Director                                        March 6, 2000
------------------------------------
             Ray A. Rothrock

         /s/ Frank A. Adams                    Director                                        March 6, 2000
------------------------------------
             Frank A. Adams

       /s/ William F. Earthman                 Director                                        March 6, 2000
------------------------------------
           William F. Earthman
</TABLE>


                                       5
<PAGE>   6


<TABLE>
<S>                                            <C>                                             <C>
          /s/ John H. Wyant                    Director                                        March 6, 2000
------------------------------------
              John H. Wyant

         /s/ Joseph R. Zell                    Director                                        March 6, 2000
------------------------------------
             Joseph R. Zell

        /s/ Michael C. Brooks                  Director                                        March 6, 2000
------------------------------------
            Michael C. Brooks

         /s/ David J. Poulin                   Director                                        March 6, 2000
------------------------------------
             David J. Poulin

        /s/ Cathy M. Brienza                   Director                                        March 6, 2000
------------------------------------
            Cathy M. Brienza
</TABLE>











                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22092}]
{"company-data": {"conformed-name": "USINTERNETWORKING INC", "cik": "0001076732", "assigned-sic": "7371", "irs-number": "522078325", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31804", "film-number": "561847"}, "business-address": {"street1": "ONE USI PLAZA", "city": "ANNAPOLIS", "state": "MD", "zip": "21401-7478", "phone": "4108974400"}, "mail-address": {"street1": "ONE USI PLAZA", "city": "ANNAPOLIS", "state": "MD", "zip": "21401-7478"}}
1

      As filed with the Securities and Exchange Commission on March 6, 2000

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

                DELAWARE                                        52-2078325
      (State or other jurisdiction                            (IRS Employer
   of incorporation or organization)                      Identification Number)

             ONE USi PLAZA
          ANNAPOLIS, MARYLAND                                   21401-7478
(Address of Principal Executive Offices)                        (Zip Code)

            USINTERNETWORKING, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN

                           MR. WILLIAM T. PRICE, ESQ.
                  VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                             USINTERNETWORKING, INC.
                                  ONE USi PLAZA
                         ANNAPOLIS, MARYLAND 21401-7478
                     (Name and address of agent for service)
                                 (410) 897-4400
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                              JAMES F. ROGERS, ESQ.
                                LATHAM & WATKINS
                    1001 PENNSYLVANIA AVENUE, N.W. SUITE 1300
                           WASHINGTON, D.C. 20004-2505

                            -------------------------
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
     Title of Each                                          Proposed Maximum    Proposed Maximum      Amount of
  Class of Securities                   Amount to be         Offering Price    Aggregate Offering   Registration
   to be Registered                      Registered          Per Share (1)          Price (1)            Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
  $0.001 per share(1)                 1,500,000 shares           $69.53           $104,295,000       $27,533.88
====================================================================================================================
(1)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h) under the Securities Act of 1933 based on the
       average of the high and low prices as reported on the Nasdaq National
       Market as of March 1, 2000.
2

                                     PART I

ITEM 1.  PLAN INFORMATION.

Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be filed with this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents previously filed by USINTERNETWORKING, Inc, (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated as of their respective dates in this Registration Statement on Form
S-8 (the "Registration Statement") by reference:

1.     The Company's Prospectus filed with the Commission pursuant to Rule
       424(b) on February 17, 2000.

2.     Description of the Company's Common Stock incorporated by reference into
       the Company's Registration Statement on Form 8-A filed with the
       Commission on April 8, 1999.

       All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are deemed incorporated by reference in
this Registration Statement and are a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The validity of the shares of Common Stock registered hereunder will be
passed upon for the Company by Latham & Watkins, Washington, D.C. Two partners
of Latham & Wathers each own 1,000 shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the General Corporation Law of the State of Delaware
("Section 145") permits a Delaware corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe such person's conduct was unlawful.

       In the case of an action by or in the right of the corporation, Section
145 permits the corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interest of the corporation. No indemnification may be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was

                                       2
3

brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

       To the extent that a present or former director or officer of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the preceding two paragraphs, Section
145 requires that such person be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

       Section 145 provides that expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in Section 145.

       The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that an officer or director of the Company will not be
personally liable to the Company or its stockholders for monetary damages for
any breach of his fiduciary duty as an officer or director, except in certain
cases where liability is mandated by the DGCL. The provision has no effect on
any non-monetary remedies that may be available to the Company or its
stockholders, nor does it relieve the Company or its officers or directors from
compliance with federal or state securities laws. The Certificate also generally
provides that the Company shall indemnify, to the fullest extent permitted by
law, any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit investigation, administrative
hearing or any other proceeding (each, a "Proceeding") by reason of the fact
that he is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
entity, against expenses incurred by him in connection with such Proceeding. An
officer or director shall not be entitled to indemnification by the Company if
(i) the officer or director did not act in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, or (ii)
with respect to any criminal action or proceeding, the officer or director had
reasonable cause to believe his conduct was unlawful.

       The Underwriting Agreement filed as Exhibit 1.1 to the Company's
Registration Statement on Form S-1 provides for indemnification by of the
Company and its directors and certain officers, and by the Company of the
Underwriters for certain liabilities arising under the Securities Act or
otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
EXHIBIT NO.        DESCRIPTION OF EXHIBIT
       -----------        ----------------------
4.1              Form of Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated
                          by reference to the Company's Registration Statement on Form S-1 (File No. 333-70717))

         4.4              First Amendment to the Company's Second Amended and Restated Certificate of Incorporation
                          (incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-95543))

         4.3              Form of Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2
                          to the Company's Registration Statement on Form S-1 (File No. 333-70717))

         4.4              Specimen Certificate for shares of Common Stock par value $.001 (incorporated by reference to the
                          Company's Registration Statement on Form S-1 (File No. 333-70717)).

         *4.5             USinternetworking, Inc. 2000 Employee Stock Purchase Plan

         *5.1             Opinion of Latham & Watkins with respect to the validity of shares being offered.

         *23.1            Consent of Bassan & Associates S.C.

         *23.2            Consent of Ernst & Young LLP regarding IIT financial statements
3
4
*23.3            Consent of Ernst & Young LLP regarding USI financial statements

         *23.4            Consent of Latham & Watkins (included in Exhibit 5.1)

         *24.1            Power of Attorney (included on signature page)
*      Filed herewith.

ITEM 9.  UNDERTAKINGS.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

       The undersigned registrant hereby undertakes:

       (1)    To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

              (i)    To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;

              (ii)   To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement

              (iii)  To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

       PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in the registration statement.

       (2)    That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial BONA FIDE offering
              thereof.

       (3)    To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.

       The undersigned registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the registrant's annual report pursuant to Section 13(a) or 15(d) of
       the Securities Exchange Act of 1934 that is incorporated by reference in
       the Registration Statement shall be deemed to be a new Registration
       Statement relating to the securities offered herein, and the offering of
       such securities at that time shall be deemed to be the initial BONA FIDE
       offering thereof.

                                       4
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                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Annapolis, State of Maryland, on March 6, 2000.

                                      USINTERNETWORKING, INC.

                                      By: /s/ Christopher R. McCleary
                                          -------------------------------------
                                          Christopher R. McCleary
                                          Chairman of the Board  and
                                          Chief Executive Officer

                               POWERS OF ATTORNEY

       Each person whose signature appears below constitutes and appoints
Christopher R. McCleary, Harold C. Teubner, Jr. and William T. Price, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any or all further amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
Signatures                                      Title                                 Date
              ----------                                      -----                                 ----
/s/ Christopher R. McCleary               Chairman of the Board and Chief                 March 6, 2000
------------------------------------           Executive Officer (Principal Executive
         Christopher R. McCleary               Officer)

       /s/ Stephen E. McManus                  President--E-Commerce Business Unit             March 6, 2000
------------------------------------           and Director
           Stephen E. McManus

     /s/ Harold C. Teubner, Jr.                Executive Vice President and Chief              March 6, 2000
------------------------------------           Financial Officer (Principal Financial
         Harold C. Teubner, Jr.                and Accounting Officer)

         /s/ R. Dean Meiszer                   Director                                        March 6, 2000
------------------------------------
             R. Dean Meiszer

        /s/ Benjamin Diesbach                  Director                                        March 6, 2000
------------------------------------
            Benjamin Diesbach

         /s/ Ray A. Rothrock                   Director                                        March 6, 2000
------------------------------------
             Ray A. Rothrock

         /s/ Frank A. Adams                    Director                                        March 6, 2000
------------------------------------
             Frank A. Adams

       /s/ William F. Earthman                 Director                                        March 6, 2000
------------------------------------
           William F. Earthman
5
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/s/ John H. Wyant                    Director                                        March 6, 2000
------------------------------------
              John H. Wyant

         /s/ Joseph R. Zell                    Director                                        March 6, 2000
------------------------------------
             Joseph R. Zell

        /s/ Michael C. Brooks                  Director                                        March 6, 2000
------------------------------------
            Michael C. Brooks

         /s/ David J. Poulin                   Director                                        March 6, 2000
------------------------------------
             David J. Poulin

        /s/ Cathy M. Brienza                   Director                                        March 6, 2000
------------------------------------
            Cathy M. Brienza
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