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)    October 31, 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 October 31, 2000, Pilot Network Services, Inc. (the "Company") issued a
  press release announcing: (i) the Company's financial results for the fiscal
  quarter ended September 30, 2000; (ii) the results of a formal review undertaken
  by the Audit Committee of the Company's Board of Directors into the Company's
  quarterly closing procedures and its revenue recognition practices; and (iii)
  that the Company had entered into an agreement with Marshall Capital Management,
  Inc. ("Marshall Capital"), the sole holder of all 15,000 shares of the Company's
  Series A Convertible Preferred Stock (the "Series A Preferred") related to a
  waiver of the Company's failure to hold its 2000 annual meeting of stockholders
  on or before October 1, 2000 as required under the Series A Preferred financing
  agreements. Under the letter agreement, the Company has granted to Marshall
  Capital an exchange right with respect to approximately 2,371 shares of Series A
  Preferred pursuant to which Marshall Capital may exchange one share of Series A
  Preferred for approximately 638 shares of the Company's common stock.
  
        The foregoing description of the letter agreement and the press release is
  qualified in its entirety by reference to the full text of the letter agreement
  and the press release, which are attached hereto as exhibits and are
  incorporated herein by this reference.
  
  
  Item 7.     Financial Statements and Exhibits
  
  (a)    Exhibits
  
  Exhibit 4.1   Letter Agreement, dated as of October 31, 2000 between Pilot
                Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 99.1  Press release issued by Pilot Network Services, Inc. on October
                31, 2000.
  <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:  November 2, 2000                    PILOT NETWORK SERVICES, INC.
  
  
  
                                             By:  /s/ M. Marketta Silvera
                                                  -------------------------------
                                                  M. Marketta Silvera, President
                                                  and Chief Executive Officer
  <PAGE>
  
                                    EXHBIT INDEX
  
  Exhibit 4.1   Letter Agreement, dated as of October 31, 2000 between Pilot
                Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 99.1  Press release issued by Pilot Network Services, Inc. on October
                31, 2000.
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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)    October 31, 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 October 31, 2000, Pilot Network Services, Inc. (the "Company") issued a
  press release announcing: (i) the Company's financial results for the fiscal
  quarter ended September 30, 2000; (ii) the results of a formal review undertaken
  by the Audit Committee of the Company's Board of Directors into the Company's
  quarterly closing procedures and its revenue recognition practices; and (iii)
  that the Company had entered into an agreement with Marshall Capital Management,
  Inc. ("Marshall Capital"), the sole holder of all 15,000 shares of the Company's
  Series A Convertible Preferred Stock (the "Series A Preferred") related to a
  waiver of the Company's failure to hold its 2000 annual meeting of stockholders
  on or before October 1, 2000 as required under the Series A Preferred financing
  agreements. Under the letter agreement, the Company has granted to Marshall
  Capital an exchange right with respect to approximately 2,371 shares of Series A
  Preferred pursuant to which Marshall Capital may exchange one share of Series A
  Preferred for approximately 638 shares of the Company's common stock.
  
        The foregoing description of the letter agreement and the press release is
  qualified in its entirety by reference to the full text of the letter agreement
  and the press release, which are attached hereto as exhibits and are
  incorporated herein by this reference.
  
  Item 7.     Financial Statements and Exhibits
  
  (a)    Exhibits
  
  Exhibit 4.1   Letter Agreement, dated as of October 31, 2000 between Pilot
                Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 99.1  Press release issued by Pilot Network Services, Inc. on October
                31, 2000.
  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:  November 2, 2000                    PILOT NETWORK SERVICES, INC.
  
                                             By:  /s/ M. Marketta Silvera
                                                  -------------------------------
                                                  M. Marketta Silvera, President
                                                  and Chief Executive Officer
  EXHBIT INDEX
  
  Exhibit 4.1   Letter Agreement, dated as of October 31, 2000 between Pilot
                Network Services, Inc. and Marshall Capital Management, Inc.
  
  Exhibit 99.1  Press release issued by Pilot Network Services, Inc. on October
                31, 2000.