SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            SCHEDULE 13D

              Under the Securities Exchange Act of 1934
                          (Amendment No. )


                            AboveNet, Inc.
                           (Name of Issuer)

                      Common Stock, par value $1
                    (Title of Class of Securities)


                              00374N107
                           (CUSIP Number)


                            David Winters
                    Franklin Mutual Advisers, LLC
                     51 John F. Kennedy Parkway
                    Short Hills, New Jersey 07078
                           973.912.2177

      (Name, Address and Telephone Number of Person Authorized to
                  Receive Notices and Communications)



                           January 6, 2004
       (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


1. NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Franklin Mutual Advisers, LLC


2.                                                   CHECK THE APPROPRIATE BOX
                                                     IF A MEMBER OF A GROUP (a)[
                                                     ] (b)[X]

3.                                                   SEC USE ONLY

4.                                                   SOURCE OF FUNDS

    See Item 3

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) OR 2(e) [ ]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7. SOLE VOTING POWER

    2,304,765 (See Item 5)

8. SHARED VOTING POWER

        NA

9. SOLE DISPOSITIVE POWER

    2,304,765 (See Item 5)

10. SHARED DISPOSITIVE POWER

        NA

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,304,765 (See Item 5)

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

    21.8% (See Item 5)


14. TYPE OF REPORTING PERSON IA



Item 1.  Security and Issuer

This statement relates to the Common Stock (the "Common Stock ") of AboveNet,
Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive
offices are located at 360 Hamilton Avenue, White Plains, New York 10601

Item 2. Identity and Background

        (a) Name:

            Franklin Mutual Advisers, LLC ("FMA")

        (b) State of Organization:

            Delaware

        (c) Principal Business:

An investment adviser registered with the U.S. Securities and Exchange
Commission and investment adviser to the Franklin Mutual Series Fund Inc.

            Address of Principal Business/Principal Office:

            51 John F. Kennedy Parkway
            Short Hills, NJ 07078

        (d) Criminal Convictions:

            None

        (e) Civil Proceedings:

            None

Item 2. Identity and Background

(a) The name, residence or business address, and the principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each executive
officer and director and each controlling person, if any, of the reporting
persons named above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit A is a United
States citizen and, during the last five years, no person listed in Exhibit A
attached (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to, a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.





Item 3.  Source and Amount of Funds or Other Consideration

The securities reported herein were acquired in connection with the Issuer's
emergence from bankruptcy on September 8, 2003. Debt of the Issuer owned by
FMA's advisory clients was exchanged for Common Stock and two different series
of warrants to buy Common Stock. In addition, FMA clients purchased additional
shares Common Stock through a rights offering conducted by the Issuer in
November 2003. The debt underlying the Common Shares issued in connection with
the Issuer's emergence from bankruptcy and the additional Common Stock acquired
in the rights offering were acquired with funds of approximately $119.5 million
(including brokerage commissions). All such funds were provided from investment
capital of FMA's respective advisory clients.

Item 4.  Purpose of Transaction

The securities covered by this Statement were acquired by FMA's advisory clients
for the purpose of investment. Neither FMA nor any executive officer or director
of FMA has any present plans or intentions to acquire or dispose of any
securities of the Issuer other than on behalf of FMA's clients for the purpose
of investment.

FMA may decide to purchase on behalf of its advisory clients additional shares
of the Common Stock or other securities of the Issuer. In addition, FMA may
cause its advisory clients to dispose of any or all securities of the Issuer in
any manner permitted by applicable securities laws.

Other than as described above, neither FMA nor any executive officer or director
of FMA, has any present plans or proposals, which relate to or would result in:

(i) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;

(ii) the sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;

(iii) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;

(iv) any material change in the present capitalization or dividend policy of the
Issuer;

(v) any other material change in the Issuer's business or corporate structure;

(vi) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;

(vii) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;

(viii) a class of equity security of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or

(ix) any action similar to any of those enumerated above.


Item 5.  Interest in Securities of the Issuer

(a-b) One or more of FMA's advisory clients is the owner of 2,151,142 shares of
the Common Stock, 70,583 Five Year Warrants to purchase Common Stock at $20 per
share, and 83,040 Seven Year Warrants to purchase Common Stock at $24 per share.
Investment advisory contracts with FMA's advisory clients grant to FMA sole
voting and investment discretion over the securities owned by its advisory
clients. Therefore, FMA may be deemed to be, for purposes of Rule 13d-3 under
the 1934 Act (the "1934 Act"), the beneficial owner of 2,304,765 shares of
Common Stock (consisting of 2,151,142 shares of Common Stock, 70,583 Five Year
Warrants, and 83,040 Seven Year Warrants), representing approximately 21.8% of
the outstanding shares of Common Stock.

FMA is an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI").
Beneficial ownership by investment advisory subsidiaries and other affiliates of
FRI is being reported in conformity with the guidelines articulated by the SEC
staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and investment powers over the
securities being reported independently from each other. The voting and
investment powers held by FMA are exercised independently from FRI, and from all
other investment advisor subsidiaries of FRI (FRI, its affiliates and investment
advisor subsidiaries other than FMA are collectively referred to herein as "FRI
affiliates"). Furthermore, FMA and FRI internal policies and procedures
establish informational barriers that prevent the flow between FMA and the FRI
affiliates of information that relates to the voting and investment powers over
the securities owned by their respective advisory clients. Consequently, FMA and
the FRI affiliates are each reporting the securities over which they hold
investment and voting power separately from each other.

Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI. However, FMA exercises voting and investment
powers on behalf of its advisory clients independently of FRI, the Principal
Shareholders, and their respective affiliates. Consequently, beneficial
ownership of the securities being reported by FMA is not attributed to FRI, the
Principal Shareholders, and their respective affiliates other than FMA. FMA
disclaims any economic interest or beneficial ownership in any of the securities
covered by this statement.

Furthermore, FRI, the Principal Shareholders, and their respective affiliates
including FMA, are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities held by any
of them or by any persons or entities advised by FRI subsidiaries.

(c) The only transaction in the shares of the Common Stock within the past sixty
days was the purchase of 397,706 shares of Common Stock from the Issuer in
November 2003 through the rights offering effected by the Issuer at a price of
$29.9543 per share.

(d) No person other than respective advisory clients of FMA have the right to
receive or the power to direct the receipt of dividends from, or the proceeds of
the sale of the securities being reported herein. Mutual Shares Fund, a series
of Franklin Mutual Series Fund Inc., an investment company registered under the
Investment Company Act of 1940, has an interest in more than five percent of the
class of securities being reported herein.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer

Michael Embler, Senior Vice President of FMA, serves as a director on the board
of directors of the Issuer.

Other than as disclosed above, no persons named in Item 2 herein, nor to the
best of such person's knowledge, no person named in Exhibit A hereto, has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

Exhibit A Executive Officers and Directors of Reporting Persons



After reasonable inquiry, and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.


Dated: January 13, 2004


Franklin Mutual Advisers, LLC

By: Franklin/Templeton Distributors, Inc.
    Its Managing Member



/s/Barbara J. Green
BARBARA J. GREEN
Secretary


Exhibit A

EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address

Michael Embler
Senior Vice President - FMA
FMA

Martin L. Flanagan
Senior Vice President/Chief Financial Officer  FMA
FRI

Barbara J. Green
Secretary - FMA
FRI

Matthew T. Haynes
Vice President - FMA
FMA

Ephraim Karpel
Vice President - FMA
FMA

Charles R. Sims
Treasurer - FMA
FMA

Bradley Takahashi
Vice President - FMA
FMA

David Winters
President, Chief Executive Officer  FMA
and Chief Investment Officer
FMA

FRI    Franklin Resources, Inc.
         One Franklin Parkway
         San mateo, CA 94403-1906

Parent Company of Franklin/Templeton Distributors, Inc., (the Parent Company of
Franklin Mutual Advisers, LLC) and a number of investment advisers and
administrative companies providing investment advice and administrative services
to the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc.,
managed accounts and other investment products.

FMA   Franklin Mutual Advisers, LLC
      51 John F. Kennedy Parkway
      Short Hills, NJ 07078

An investment adviser registered with the U.S. Securities and Exchange
Commission and investment adviser to the Franklin Mutual Series Fund Inc.