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
  
                                  August 9, 1999
                    -----------------------------------------
                Date of Report (date of earliest event reported)
  
  
                         International Network Services
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
  
  
        Delaware                         000-21131                  77-0289509
  ------------------------------------------------------------------------------
  (State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
  
                              1213 Innsbruck Drive
                          Sunnyvale, California  94089
            --------------------------------------------------------
                    (Address of principal executive offices)
  
  
        Registrant's telephone number, including area code:  (408) 542-0100
  
                                        N/A
             ---------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  ================================================================================
  
  <PAGE>
  
  ITEM 5.   OTHER EVENTS
  
       On August 9, 1999 Lucent Technologies Inc., a Delaware corporation
  ("Lucent"), and International Network Services, a Delaware corporation ("INS"),
  entered into an Agreement and Plan of Merger (the "Merger Agreement") among
  Lucent, Intrepid Merger Inc., a Delaware corporation and wholly-owned subsidiary
  of Lucent ("Merger Sub"), and INS.  Pursuant to the Merger Agreement, and
  subject to the conditions set forth therein (including approval of the
  transaction by the stockholders of INS), Merger Sub will be merged with and into
  INS (the "Merger").  At the effective time of the Merger, the separate existence
  of Merger Sub will cease and INS will continue as the surviving corporation and
  as a wholly-owned subsidiary of Lucent.  In connection with the Merger, holders
  of outstanding shares of INS common stock will receive, in exchange for each
  share of INS common stock held by them, .8473 (the "Exchange Ratio") shares of
  Lucent common stock. In addition, Lucent will assume all options outstanding
  under INS's existing stock option plans, and each option will be or will later
  become exercisable for shares of Lucent common stock rather than shares of INS
  common stock, in an amount adjusted to reflect the Exchange Ratio, and at an
  exercise price adjusted to reflect the Exchange Ratio.  The Merger is intended
  to be a tax-free reorganization under Section 368(a) of the Internal Revenue
  Code of 1986, as amended, and is intended to be treated as a pooling-of-
  interests for financial accounting purposes, in accordance with generally
  accepted accounting principles.
  
       In connection with the Merger Agreement, INS and Lucent entered into a
  Stock Option Agreement dated as of August 9, 1999, pursuant to which Lucent has
  the right, under certain circumstances, to purchase up to 19.9% of the issued
  and outstanding shares of INS common stock at a price of $53.91 per share. In
  addition, a significant stockholder of INS who beneficially owns approximately
  25% of the issued and outstanding shares of INS common stock has entered into a
  Stockholder Agreement with Lucent dated as of August 9, 1999, pursuant to which
  he has agreed to vote the shares of INS common stock beneficially owned by him
  in favor of approval and adoption of the Merger, the Merger Agreement, the
  transactions contemplated by the Merger Agreement and any matter that relates to
  the Merger.
  <PAGE>
  
                                    SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                      International Network Services
  
  Dated: August 16, 1999               By:    /s/ John Drew
                                         ---------------------------------
                                         John Drew
                                         Chief Executive Officer and
                                          President
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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
  
                                  August 9, 1999
                    -----------------------------------------
                Date of Report (date of earliest event reported)
  
                         International Network Services
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
  
        Delaware                         000-21131                  77-0289509
  ------------------------------------------------------------------------------
  (State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                              1213 Innsbruck Drive
                          Sunnyvale, California  94089
            --------------------------------------------------------
                    (Address of principal executive offices)
  
        Registrant's telephone number, including area code:  (408) 542-0100
  
                                        N/A
             ---------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  ================================================================================
  ITEM 5.   OTHER EVENTS
  
       On August 9, 1999 Lucent Technologies Inc., a Delaware corporation
  ("Lucent"), and International Network Services, a Delaware corporation ("INS"),
  entered into an Agreement and Plan of Merger (the "Merger Agreement") among
  Lucent, Intrepid Merger Inc., a Delaware corporation and wholly-owned subsidiary
  of Lucent ("Merger Sub"), and INS.  Pursuant to the Merger Agreement, and
  subject to the conditions set forth therein (including approval of the
  transaction by the stockholders of INS), Merger Sub will be merged with and into
  INS (the "Merger").  At the effective time of the Merger, the separate existence
  of Merger Sub will cease and INS will continue as the surviving corporation and
  as a wholly-owned subsidiary of Lucent.  In connection with the Merger, holders
  of outstanding shares of INS common stock will receive, in exchange for each
  share of INS common stock held by them, .8473 (the "Exchange Ratio") shares of
  Lucent common stock. In addition, Lucent will assume all options outstanding
  under INS's existing stock option plans, and each option will be or will later
  become exercisable for shares of Lucent common stock rather than shares of INS
  common stock, in an amount adjusted to reflect the Exchange Ratio, and at an
  exercise price adjusted to reflect the Exchange Ratio.  The Merger is intended
  to be a tax-free reorganization under Section 368(a) of the Internal Revenue
  Code of 1986, as amended, and is intended to be treated as a pooling-of-
  interests for financial accounting purposes, in accordance with generally
  accepted accounting principles.
  
       In connection with the Merger Agreement, INS and Lucent entered into a
  Stock Option Agreement dated as of August 9, 1999, pursuant to which Lucent has
  the right, under certain circumstances, to purchase up to 19.9% of the issued
  and outstanding shares of INS common stock at a price of $53.91 per share. In
  addition, a significant stockholder of INS who beneficially owns approximately
  25% of the issued and outstanding shares of INS common stock has entered into a
  Stockholder Agreement with Lucent dated as of August 9, 1999, pursuant to which
  he has agreed to vote the shares of INS common stock beneficially owned by him
  in favor of approval and adoption of the Merger, the Merger Agreement, the
  transactions contemplated by the Merger Agreement and any matter that relates to
  the Merger.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                      International Network Services
  
  Dated: August 16, 1999               By:    /s/ John Drew
                                         ---------------------------------
                                         John Drew
                                         Chief Executive Officer and
                                          President