UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  45885A102

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Investment Partners VIII, Limited Partnership
06-1522124

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,336,884 Shares of Common Stock

6.

Shared Voting Power
Not applicable

7.

Sole Dispositive Power
6,336,884 Shares of Common Stock

8.

Shared Dispositive Power
Not applicable

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,336,884 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
2.8%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Associates VIII, LLC
06-1523705

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

6.

Shared Voting Power
6,336,884 Shares of Common Stock

7.

Sole Dispositive Power
Not applicable

8.

Shared Dispositive Power
6,336,884 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,336,884 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
2.8%

12.

Type of Reporting Person (See Instructions)
OO-LLC

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak VIII Affiliates Fund, Limited Partnership
06-1528836

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
161,468 Shares of Common Stock

6.

Shared Voting Power
Not applicable

7.

Sole Dispositive Power
161,468 Shares of Common Stock

8.

Shared Dispositive Power
Not applicable

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
161,468 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.1%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak VIII Affiliates, LLC
06-1531129

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

6.

Shared Voting Power
161,468 Shares of Common Stock

7.

Sole Dispositive Power
Not applicable

8.

Shared Dispositive Power
161,468 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
161,468 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.1%

12.

Type of Reporting Person (See Instructions)
OO-LLC

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Investment Partners X, Limited Partnership
06-1601019

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
21,128,100 Shares of Common Stock

6.

Shared Voting Power
Not applicable

7.

Sole Dispositive Power
21,128,100 Shares of Common Stock

8.

Shared Dispositive Power
Not applicable

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,128,100 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
8.4%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Associates X, LLC
06-1630661

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

6.

Shared Voting Power
21,128,100 Shares of Common Stock

7.

Sole Dispositive Power
Not applicable

8.

Shared Dispositive Power
21,128,100 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,128,100 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
8.4%

12.

Type of Reporting Person (See Instructions)
OO-LLC

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak X Affiliates Fund, Limited Partnership
06-1622220

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
339,183 Shares of Common Stock

6.

Shared Voting Power
Not applicable

7.

Sole Dispositive Power
339,183 Shares of Common Stock

8.

Shared Dispositive Power
Not applicable

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
339,183 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.1%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak X Affiliates, LLC
06-1630662

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

6.

Shared Voting Power
339,183 Shares of Common Stock

7.

Sole Dispositive Power
Not applicable

8.

Shared Dispositive Power
339,183 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
339,183 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.1%

12.

Type of Reporting Person (See Instructions)
OO-LLC

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak Management Corporation
06-0990851

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

6.

Shared Voting Power
27,965,635 Shares of Common Stock

7.

Sole Dispositive Power
Not applicable

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,965,635 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
11.1%

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bandel L. Carano

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

6.

Shared Voting Power
27,965,635 Shares of Common Stock

7.

Sole Dispositive Power
Not applicable

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,965,635 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
11.1%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gerald R. Gallagher

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
11,008 Shares of Common Stock

6.

Shared Voting Power
6,498,352 Shares of Common Stock

7.

Sole Dispositive Power
11,008 Shares of Common Stock

8.

Shared Dispositive Power
6,498,352 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,509,360 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
2.8%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Edward F. Glassmeyer

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
38,862 Shares of Common Stock

6.

Shared Voting Power
27,965,635 Shares of Common Stock

7.

Sole Dispositive Power
38,862 Shares of Common Stock

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
28,004,497 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
11.2%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Fredric W. Harman

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
103,052 Shares of Common Stock

6.

Shared Voting Power
27,965,635 Shares of Common Stock

7.

Sole Dispositive Power
103,052 Shares of Common Stock

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
28,068,687 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
11.2%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ann H. Lamont

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
33,987 Shares of Common Stock

6.

Shared Voting Power
27,965,635 Shares of Common Stock

7.

Sole Dispositive Power
33,987 Shares of Common Stock

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,999,622 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
11.2%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David B. Walrod

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

6.

Shared Voting Power
21,467,283 Shares of Common Stock

7.

Sole Dispositive Power
Not applicable

8.

Shared Dispositive Power
21,467,283 Shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,467,283 Shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
8.5%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
InterNAP Network Services Corporation

(b)

Address of Issuer’s Principal Executive Offices
250 Williams Street
Atlanta, Georgia 30303

Item 2.

(a)

Name of Person Filing
Oak Investment Partners VIII, Limited Partnership
Oak Associates VIII, LLC
Oak VIII Affiliates Fund, Limited Partnership
Oak VIII Affiliates, LLC
Oak Investment Partners X, Limited Partnership
Oak Associates X, LLC
Oak X Affiliates Fund, Limited Partnership
Oak X Affiliates, LLC
Oak Management Corporation
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
David B. Walrod

(b)

Address of Principal Business Office or, if none, Residence
c/o Oak Management Corporation
One Gorham Island
Westport, Connecticut  06880

(c)

Citizenship
Please refer to Item 4 on each cover sheet for each filing person.

(d)

Title of Class of Securities
Common stock, par value $0.001 per share.

(e)

CUSIP Number
45885A102

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

This Amendment No. 7 to Schedule 13G is being filed solely to restate the number of shares of Common Stock issuable upon .conversion of the Series A Preferred Stock held by certain of the Reporting Persons that was reported in Amendment No. 6 to Schedule 13G filed on February 10, 2004.  The Reporting Persons have been informed by the Issuer that, as of December 31, 2003, each share of Series A Preferred Stock was convertible into 33.68421053 shares of Common Stock, which conversion ratio represents a slight increase from the conversion ratio of 33.53473684 that was used by the Reporting Persons to calculate the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock under Amendment No. 6 to Schedule 13G.

The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 228,751,383 shares of Common Stock outstanding as of December 31, 2003, as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 13, 2004, plus shares issuable upon conversion or exercise of options and warrants to acquire Common Stock and upon the conversion of Series A Preferred Stock as described in the following four paragraphs.

Amounts shown as beneficially owned by each of Oak Investment Partners VIII, Limited Partnership (“Oak Investment VIII”), Oak Associates VIII, LLC, Oak Management Corporation (“Oak Management”), Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont include currently exercisable options to purchase 58,860 shares of Common Stock which may be deemed to be held by Fredric W. Harman on behalf of Oak Investment VIII.

Amounts shown as beneficially owned by each of Oak VIII Affiliates Fund, Limited Partnership (“Oak Affiliates VIII”) and Oak VIII Affiliates, LLC, Oak Management, Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont include currently exercisable options to purchase 1,140 shares of Common Stock which may be deemed to be held by Fredric W. Harman on behalf of Oak Affiliates VIII.

Amounts shown as beneficially owned by each of Oak Investment Partners X, Limited Partnership (“Oak Investment X”) and Oak Associates X, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod include (i) currently exercisable warrants to purchase 2,917,296 shares of Common Stock held by Oak Investment X and (ii) the 18,210,804 shares of Common Stock into which the shares of Series A Preferred Stock held by Oak Investment X may be converted.

Amounts shown as beneficially owned by each of Oak X Affiliates Fund, Limited Partnership (“Oak Affiliates X”), Oak X Affiliates, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod include (i) currently exercisable warrants to purchase 46,833 shares of Common Stock held by Oak Affiliates X and (ii) the 292,350 shares of Common Stock into which the shares of Series A Preferred Stock held by Oak Affiliates X may be converted. 

Amounts shown as beneficially owned by Mr. Harman include 94,853 shares of Common Stock held by Mr. Harman and an aggregate of 8,199 shares of Common Stock held in trust for the benefit of Mr. Harman’s three minor children. Mr. Harman disclaims beneficial ownership of the shares held in trust for his three minor children.

Amounts shown as beneficially owned by Mr. Gallagher include 11,008 shares of Common Stock held by Mr. Gallagher.

Amounts shown as beneficially owned by Mr. Glassmeyer include 38,862 shares of Common Stock held by Mr. Glassmeyer.

Amounts shown as beneficially owned by Ms. Lamont include 33,987 shares of Common Stock held by Ms. Lamont.

By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.

Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing entity.

(a)

Amount beneficially owned:   

(b)

Percent of class:   

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

  Not applicable

By:

/s/ Edward F. Glassmeyer

Edward F. Glassmeyer, as

General Partner or

Managing Member or as

Attorney-in-fact for the

above-listed entities

By:

/s/ Edward F. Glassmeyer

Edward F. Glassmeyer,

Individually and as

Attorney-in-fact for the

above-listed individuals