<PAGE>

      As filed with the Securities and Exchange Commission on May 19, 2000
                                                           Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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



                      INTERNAP NETWORK SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)


      WASHINGTON                                         91-1896926
(State of Incorporation)                   (I.R.S. Employer Identification No.)



                          601 UNION STREET, SUITE 1000
                            SEATTLE, WASHINGTON 98101
              (Address of principal executive offices and zip code)


                     2000 NON-OFFICER EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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


  PAUL E. MCBRIDE, CHIEF FINANCIAL OFFICER                     COPIES TO:
THOMAS B. YOUTH, ESQ., DIRECTOR OF LEGAL AFFAIRS    CHRISTOPHER W. WRIGHT, ESQ.
   INTERNAP NETWORK SERVICES CORPORATION                H. MARLOW GREEN, ESQ.
        601 UNION STREET, SUITE 1000                      COOLEY GODWARD LLP
      SEATTLE, WASHINGTON 98101                          5200 CARILLON POINT
            (206) 441-8800                            KIRKLAND WASHINGTON 98033
(Name, address, and telephone number,                      (425) 893-7700
 including area code, of agent for service)


                              --------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================================
                                                                        Proposed Maximum       Proposed Maximum         Amount of
                Title of Securities                    Amount to be         Offering               Aggregate          Registration
                 to be Registered                     Registered (1)     Price per Share       Offering Price(2)           Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>                    <C>                    <C>
   2000 Non-Officer Equity Incentive Plan                1,000,000           $32.63               $32,630,000            $8,614.32
===================================================================================================================================
</TABLE>

(1)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to such employee benefit plans as the result of any future stock split,
         stock dividend or similar adjustment of the Registrant's outstanding
         Common Stock.
(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(c) under the Securities Act of
         1933, as amended (the "Securities Act"). The price per share is
         estimated to be $32.63 based on the average of the high ($34.50) and
         low ($30.75) sale prices of the Company's Common Stock as reported on
         the Nasdaq Stock Market for May 15, 2000.
===============================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Plans pursuant to Rule 428(b)(1) of the Securities
Act of 1933, as amended, (the "Securities Act").


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by InterNAP Network Services Corporation,
a Washington corporation (the "Company"), with the Securities and Exchange
Commission are incorporated by reference into this Registration Statement:

         (a) The final prospectus filed under Rule 424(b) of the Securities Act
contained in the Company's Registration Statement on Form S-1 (File No.
333-95503), filed April 7, 2000, under the Securities Act including any
amendments or reports filed for the purpose of updating such prospectus;

         (b) All other reports filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the last fiscal year covered by
the Registration Statement on Form S-1 referred to in (a) above; and

         (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed September 7, 1999, under
the Exchange Act, including any amendments or reports filed for the purpose
of updating such description.

ITEM 4.    DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, Kirkland, Washington ("Cooley
Godward"). As of the date of this Prospectus, certain attorneys of Cooley
Godward beneficially own directly or indirectly an aggregate of approximately
159,410 shares of Common Stock.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act. The directors and officers of the
Company also may be indemnified against liability they may incur for serving in
that capacity pursuant to a liability insurance policy maintained by the Company
for such purpose.

         Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. The Company's Amended and Restated Articles of Incorporation, as
amended by Articles of Amendment (the "Articles of Incorporation"), contain
provisions implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the Company and its shareholders. To
the extent the


                                       1.
<PAGE>

provisions of the Articles of Incorporation provide for indemnification of
directors or officers for liabilities arising under the Securities Act, those
provisions are, in the opinion of the Securities and Exchange Commission (the
"Commission"), against public policy as expressed in the Securities Act, and
they are therefore unenforceable.

         The Company's Bylaws provide that it will indemnify its directors and
officers and may indemnify its other officers and employees and other agents to
the fullest extent permitted by law.

         The Company has entered into certain indemnification agreements with
its directors and certain of its officers. These indemnification agreements
provide the Company's directors and certain of its officers with indemnification
to the maximum extent permitted by the WBCA.


ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


ITEM 8.       EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER         DESCRIPTION
<S>            <C>

     3.1*      Amended and Restated Articles of Incorporation of InterNAP.
     3.2*      Bylaws of InterNAP.
     4.1*      Specimen Common Stock Certificate.
     5.1       Opinion of Cooley Godward LLP.
    23.1       Consent of PricewaterhouseCoopers LLP.
    23.2       Consent of Counsel (included in Exhibit 5.1).
    24.1       Power of Attorney (contained on signature page).
    99.1       2000 Non-Officer Equity Incentive Plan.
</TABLE>

* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-95503), declared effective by the Commission on
April 6, 2000.

ITEM 9.       UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (a) 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;

              (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in


                                       2.
<PAGE>

the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

         (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

         (c) 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.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.

3. Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


                                      3.
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Seattle, State of Washington, on May 18, 2000.


                                    INTERNAP NETWORK SERVICES CORPORATION
                                    a Washington corporation

                                    By:    /s/ Paul E. McBride
                                           ------------------------------------
                                           Paul E. McBride
                                   Title:  Chief Financial Officer and
                                           Vice President of Finance

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul E. McBride and Anthony C. Naughtin,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all 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 Commission, granting unto said attorneys-in-fact and agents,
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 connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

            SIGNATURE                                TITLE                                           DATE
<S>                                         <C>                                                   <C>
/s/    ANTHONY C. NAUGHTIN                  Chief Executive Officer and President                 May 18, 2000
----------------------------------          (Principal Executive Officer)
ANTHONY C. NAUGHTIN

/s/    PAUL E. MCBRIDE                      Chief Financial Officer and Vice                      May 18, 2000
------------------------------------        President of Finance (Principal
PAUL E. MCBRIDE                             Finance and Accounting Officer)

/s/    EUGENE EIDENBERG                     Chairman of the Board                                 May 18, 2000
------------------------------------
EUGENE EIDENBERG

/s/    WILLIAM J. HARDING                   Director                                              May 18, 2000
------------------------------------
WILLIAM J. HARDING

/s/    FREDRIC W. HARMAN                    Director                                              May 18, 2000
------------------------------------
FREDRIC W. HARMAN

/s/    ROBERT J. LUNDAY, JR.                Director                                              May 18, 2000
------------------------------------
ROBERT J. LUNDAY, JR.

/s/    KEVIN L. OBER                        Director                                              May 18, 2000
------------------------------------
KEVIN L. OBER

/s/    ROBERT D. SHURTLEFF, JR              Director                                              May 18, 2000
------------------------------------
ROBERT D. SHURTLEFF, JR.
</TABLE>


                                       4.

<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER         DESCRIPTION
<S>            <C>
     3.1*      Amended and Restated Articles of Incorporation of InterNAP.
     3.2*      Bylaws of InterNAP.
     4.1*      Specimen Common Stock Certificate.
     5.1       Opinion of Cooley Godward LLP.
    23.1       Consent of PricewaterhouseCoopers LLP.
    23.2       Consent of Counsel (included in Exhibit 5.1).
    24.1       Power of Attorney (contained on signature page).
    99.1       2000 Non-Officer Equity Incentive Plan.

</TABLE>

* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-95503), declared effective by the Commission on
April 6, 2000.


                                      5.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17814}]
{"company-data": {"conformed-name": "INTERNAP NETWORK SERVICES CORP/WA", "cik": "0001056386", "assigned-sic": "7389", "irs-number": "911896926", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37400", "film-number": "640001"}, "business-address": {"street1": "TWO UNION SQUARE 601 UNION ST", "street2": "SUITE 1000", "city": "SEATTLE", "state": "WA", "zip": "98101", "phone": "2064418800"}, "mail-address": {"street1": "TWO UNION SQUARE 601 UNION ST", "street2": "SUITE 1000", "city": "SEATTLE", "state": "WA", "zip": "98101"}}
As filed with the Securities and Exchange Commission on May 19, 2000
                                                           Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                      INTERNAP NETWORK SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)

      WASHINGTON                                         91-1896926
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                          601 UNION STREET, SUITE 1000
                            SEATTLE, WASHINGTON 98101
              (Address of principal executive offices and zip code)

                     2000 NON-OFFICER EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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

  PAUL E. MCBRIDE, CHIEF FINANCIAL OFFICER                     COPIES TO:
THOMAS B. YOUTH, ESQ., DIRECTOR OF LEGAL AFFAIRS    CHRISTOPHER W. WRIGHT, ESQ.
   INTERNAP NETWORK SERVICES CORPORATION                H. MARLOW GREEN, ESQ.
        601 UNION STREET, SUITE 1000                      COOLEY GODWARD LLP
      SEATTLE, WASHINGTON 98101                          5200 CARILLON POINT
            (206) 441-8800                            KIRKLAND WASHINGTON 98033
(Name, address, and telephone number,                      (425) 893-7700
 including area code, of agent for service)

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

===================================================================================================================================
                                                                        Proposed Maximum       Proposed Maximum         Amount of
                Title of Securities                    Amount to be         Offering               Aggregate          Registration
                 to be Registered                     Registered (1)     Price per Share       Offering Price(2)           Fee
-----------------------------------------------------------------------------------------------------------------------------------
2000 Non-Officer Equity Incentive Plan                1,000,000           $32.63               $32,630,000            $8,614.32
===================================================================================================================================
(1)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to such employee benefit plans as the result of any future stock split,
         stock dividend or similar adjustment of the Registrant's outstanding
         Common Stock.
(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(c) under the Securities Act of
         1933, as amended (the "Securities Act"). The price per share is
         estimated to be $32.63 based on the average of the high ($34.50) and
         low ($30.75) sale prices of the Company's Common Stock as reported on
         the Nasdaq Stock Market for May 15, 2000.
===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Plans pursuant to Rule 428(b)(1) of the Securities
Act of 1933, as amended, (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by InterNAP Network Services Corporation,
a Washington corporation (the "Company"), with the Securities and Exchange
Commission are incorporated by reference into this Registration Statement:

         (a) The final prospectus filed under Rule 424(b) of the Securities Act
contained in the Company's Registration Statement on Form S-1 (File No.
333-95503), filed April 7, 2000, under the Securities Act including any
amendments or reports filed for the purpose of updating such prospectus;

         (b) All other reports filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the last fiscal year covered by
the Registration Statement on Form S-1 referred to in (a) above; and

         (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed September 7, 1999, under
the Exchange Act, including any amendments or reports filed for the purpose
of updating such description.

ITEM 4.    DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, Kirkland, Washington ("Cooley
Godward"). As of the date of this Prospectus, certain attorneys of Cooley
Godward beneficially own directly or indirectly an aggregate of approximately
159,410 shares of Common Stock.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act. The directors and officers of the
Company also may be indemnified against liability they may incur for serving in
that capacity pursuant to a liability insurance policy maintained by the Company
for such purpose.

         Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. The Company's Amended and Restated Articles of Incorporation, as
amended by Articles of Amendment (the "Articles of Incorporation"), contain
provisions implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the Company and its shareholders. To
the extent the

                                       1.
provisions of the Articles of Incorporation provide for indemnification of
directors or officers for liabilities arising under the Securities Act, those
provisions are, in the opinion of the Securities and Exchange Commission (the
"Commission"), against public policy as expressed in the Securities Act, and
they are therefore unenforceable.

         The Company's Bylaws provide that it will indemnify its directors and
officers and may indemnify its other officers and employees and other agents to
the fullest extent permitted by law.

         The Company has entered into certain indemnification agreements with
its directors and certain of its officers. These indemnification agreements
provide the Company's directors and certain of its officers with indemnification
to the maximum extent permitted by the WBCA.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.       EXHIBITS
EXHIBIT
NUMBER         DESCRIPTION
3.1*      Amended and Restated Articles of Incorporation of InterNAP.
     3.2*      Bylaws of InterNAP.
     4.1*      Specimen Common Stock Certificate.
     5.1       Opinion of Cooley Godward LLP.
    23.1       Consent of PricewaterhouseCoopers LLP.
    23.2       Consent of Counsel (included in Exhibit 5.1).
    24.1       Power of Attorney (contained on signature page).
    99.1       2000 Non-Officer Equity Incentive Plan.
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-95503), declared effective by the Commission on
April 6, 2000.

ITEM 9.       UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (a) 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;

              (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in

                                       2.
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

         (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

         (c) 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.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.

3. Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      3.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Seattle, State of Washington, on May 18, 2000.

                                    INTERNAP NETWORK SERVICES CORPORATION
                                    a Washington corporation

                                    By:    /s/ Paul E. McBride
                                           ------------------------------------
                                           Paul E. McBride
                                   Title:  Chief Financial Officer and
                                           Vice President of Finance

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul E. McBride and Anthony C. Naughtin,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all 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 Commission, granting unto said attorneys-in-fact and agents,
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 connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                TITLE                                           DATE
/s/    ANTHONY C. NAUGHTIN                  Chief Executive Officer and President                 May 18, 2000
----------------------------------          (Principal Executive Officer)
ANTHONY C. NAUGHTIN

/s/    PAUL E. MCBRIDE                      Chief Financial Officer and Vice                      May 18, 2000
------------------------------------        President of Finance (Principal
PAUL E. MCBRIDE                             Finance and Accounting Officer)

/s/    EUGENE EIDENBERG                     Chairman of the Board                                 May 18, 2000
------------------------------------
EUGENE EIDENBERG

/s/    WILLIAM J. HARDING                   Director                                              May 18, 2000
------------------------------------
WILLIAM J. HARDING

/s/    FREDRIC W. HARMAN                    Director                                              May 18, 2000
------------------------------------
FREDRIC W. HARMAN

/s/    ROBERT J. LUNDAY, JR.                Director                                              May 18, 2000
------------------------------------
ROBERT J. LUNDAY, JR.

/s/    KEVIN L. OBER                        Director                                              May 18, 2000
------------------------------------
KEVIN L. OBER

/s/    ROBERT D. SHURTLEFF, JR              Director                                              May 18, 2000
------------------------------------
ROBERT D. SHURTLEFF, JR.
4.
EXHIBIT INDEX
EXHIBIT
NUMBER         DESCRIPTION
3.1*      Amended and Restated Articles of Incorporation of InterNAP.
     3.2*      Bylaws of InterNAP.
     4.1*      Specimen Common Stock Certificate.
     5.1       Opinion of Cooley Godward LLP.
    23.1       Consent of PricewaterhouseCoopers LLP.
    23.2       Consent of Counsel (included in Exhibit 5.1).
    24.1       Power of Attorney (contained on signature page).
    99.1       2000 Non-Officer Equity Incentive Plan.
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-95503), declared effective by the Commission on
April 6, 2000.

                                      5.