content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
                                  _______________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
  
  Date of Report (Date of Earliest event reported)    June 28, 2000
                                                  -------------------------------
  
                           PILOT NETWORK SERVICES, INC.
  -------------------------------------------------------------------------------
                (Exact name of registrant as specified in Charter)
  
  
             Delaware                   000-24507                 94-3305774
  ------------------------------        ---------                 ----------
  (State or Other Jurisdiction          (Commission File          (IRS Employer
  of Incorporation)                        Number)             Identification No.)
  
  
  1080 Marina Village Parkway, Alameda, California                94501
  -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                     (Zip Code)
  
  Registrant's telephone number, including area code: (510) 433-7800
                                                      ---------------------------
                                       None
  -------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  <PAGE>
  
  Item 5.  Other Events
  
       On June 30, 2000, Pilot Network Services, Inc. (the "Company") issued a
  press release announcing that on June 28, 2000 the Company had completed a
  private placement of 15,000 shares of its Series A Convertible Preferred Stock
  to Marshall Capital Management, Inc. ("Marshall Capital") for an aggregate
  purchase price of $15.0 million.  Marshall Capital also acquired a warrant to
  purchase 256,621 shares of the Company's common stock in connection with the
  transaction.   The press release is attached hereto as Exhibit 99.1 and is
  incorporated herein by this reference.
  
       The foregoing description of the private placement is qualified in its
  entirety by reference to the definitive agreements related to the private
  placement, which are attached hereto as exhibits and incorporated herein by this
  reference.
  
  
  Item 7.  Financial Statements and Exhibits
  
  (a)  Exhibits
  
  Exhibit 3.1  Certificate of Designations, Rights and Privileges of the Series A
               Convertible Preferred Stock of Pilot Network Services, Inc., as
               filed on June 28, 2000
  
  Exhibit 4.1  Registration Rights Agreement, dated as of June 28, 2000 between
               Pilot Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 4.2  Warrant, dated as of June 28, 2000, to purchase common stock of
               Pilot Network Services, Inc. issued to Marshall Capital Management,
               Inc.
  
  Exhibit 10.1 Securities Purchase Agreement, dated as of June 28, 2000 between
               Pilot Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 99.1 Press release issued by the Company on June 30, 2000 related to
               the private placement.
  <PAGE>
  
                                     SIGNATURE
  
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned herewith duly authorized.
  
  
  
  Date:  June 30, 2000                    PILOT NETWORK SERVICES, INC.
  
  
  
                                          By:  /s/ M. Marketta Silvera
                                               -----------------------
                                               M. Marketta Silvera, President
                                               and Chief Executive Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit 3.1  Certificate of Designations, Rights and Privileges of the Series A
               Convertible Preferred Stock of Pilot Network Services, Inc., as
               filed on June 28, 2000
  
  Exhibit 4.1  Registration Rights Agreement, dated as of June 28, 2000 between
               Pilot Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 4.2  Warrant, dated as of June 28, 2000, to purchase common stock of
               Pilot Network Services, Inc. issued to Marshall Capital Management,
               Inc.
  
  Exhibit 10.1 Securities Purchase Agreement, dated as of June 28, 2000 between
               Pilot Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 99.1 Press release issued by the Company on June __, 2000 related to
               the private placement.
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metadata_filer: {"company-data": {"conformed-name": "PILOT NETWORK SERVICES INC", "cik": "0001063921", "assigned-sic": "7380", "irs-number": "943305774", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24507", "film-number": "665557"}, "business-address": {"street1": "1080 MARINA VILLAGE PKWY", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5104337800"}, "mail-address": {"street1": "1080 MARINA VILLAGE PARKWAY", "city": "ALAMEDA", "state": "CA", "zip": "94501"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
                                  _______________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
  
  Date of Report (Date of Earliest event reported)    June 28, 2000
                                                  -------------------------------
  
                           PILOT NETWORK SERVICES, INC.
  -------------------------------------------------------------------------------
                (Exact name of registrant as specified in Charter)
  
             Delaware                   000-24507                 94-3305774
  ------------------------------        ---------                 ----------
  (State or Other Jurisdiction          (Commission File          (IRS Employer
  of Incorporation)                        Number)             Identification No.)
  
  1080 Marina Village Parkway, Alameda, California                94501
  -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                     (Zip Code)
  
  Registrant's telephone number, including area code: (510) 433-7800
                                                      ---------------------------
                                       None
  -------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  Item 5.  Other Events
  
       On June 30, 2000, Pilot Network Services, Inc. (the "Company") issued a
  press release announcing that on June 28, 2000 the Company had completed a
  private placement of 15,000 shares of its Series A Convertible Preferred Stock
  to Marshall Capital Management, Inc. ("Marshall Capital") for an aggregate
  purchase price of $15.0 million.  Marshall Capital also acquired a warrant to
  purchase 256,621 shares of the Company's common stock in connection with the
  transaction.   The press release is attached hereto as Exhibit 99.1 and is
  incorporated herein by this reference.
  
       The foregoing description of the private placement is qualified in its
  entirety by reference to the definitive agreements related to the private
  placement, which are attached hereto as exhibits and incorporated herein by this
  reference.
  
  Item 7.  Financial Statements and Exhibits
  
  (a)  Exhibits
  
  Exhibit 3.1  Certificate of Designations, Rights and Privileges of the Series A
               Convertible Preferred Stock of Pilot Network Services, Inc., as
               filed on June 28, 2000
  
  Exhibit 4.1  Registration Rights Agreement, dated as of June 28, 2000 between
               Pilot Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 4.2  Warrant, dated as of June 28, 2000, to purchase common stock of
               Pilot Network Services, Inc. issued to Marshall Capital Management,
               Inc.
  
  Exhibit 10.1 Securities Purchase Agreement, dated as of June 28, 2000 between
               Pilot Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 99.1 Press release issued by the Company on June 30, 2000 related to
               the private placement.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned herewith duly authorized.
  
  Date:  June 30, 2000                    PILOT NETWORK SERVICES, INC.
  
                                          By:  /s/ M. Marketta Silvera
                                               -----------------------
                                               M. Marketta Silvera, President
                                               and Chief Executive Officer
  EXHIBIT INDEX
  
  Exhibit 3.1  Certificate of Designations, Rights and Privileges of the Series A
               Convertible Preferred Stock of Pilot Network Services, Inc., as
               filed on June 28, 2000
  
  Exhibit 4.1  Registration Rights Agreement, dated as of June 28, 2000 between
               Pilot Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 4.2  Warrant, dated as of June 28, 2000, to purchase common stock of
               Pilot Network Services, Inc. issued to Marshall Capital Management,
               Inc.
  
  Exhibit 10.1 Securities Purchase Agreement, dated as of June 28, 2000 between
               Pilot Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 99.1 Press release issued by the Company on June __, 2000 related to
               the private placement.