Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Suddith Eric
2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2005
3. Issuer Name and Ticker or Trading Symbol
INTERNAP NETWORK SERVICES CORP [IIP]
(Last)
(First)
(Middle)
C/O INTERNAP NETWORK SERVICES CORP., 250 WILLIAMS STREET, SUITE E100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice-president of Operations
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30303
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) 10/25/2003(1) 10/25/2012 Common Stock 30,000 $ 0.24 D  
Employee Stock Options (right to buy) 04/30/2004(2) 04/30/2013 Common Stock 120,000 $ 0.44 D  
Employee Stock Options (right to buy) 12/24/2004(3) 12/24/2013 Common Stock 37,500 $ 2.15 D  
Employee Stock Options (right to buy) 02/02/2005(4) 02/02/2014 Common Stock 250,000 $ 2.44 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Suddith Eric
C/O INTERNAP NETWORK SERVICES CORP.
250 WILLIAMS STREET, SUITE E100
ATLANTA, GA 30303
      Vice-president of Operations  

Signatures

/s/ Eric Suddith 11/30/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 25% vested as of 10/25/2003 with the remaining shares vesting at 1/48th per month thereafter.
(2) 25% vested as of 04/30/2004 with the remaining shares vesting at 1/48th per month thereafter.
(3) 25% vested as of 12/24/2004 with the remaining shares vesting at 1/48th per month thereafter.
(4) 25% vested as of 02/02/2005 with the remaining shares vesting at 1/48th per month thereafter.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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