SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Datta Rajiv

(Last)

(First)

(Middle)

C/O ABOVENET, INC.

360 HAMILTON AVENUE

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2004

3. Issuer Name and Ticker or Trading Symbol
ABOVENET INC [ ABVT.PK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V-P and Chief Tech Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Common Stock	30,000⁽¹⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (Right to Buy)	⁽²⁾	09/12/2013	Common Stock	10,000	$20.95	D
Option (Right to Buy)	⁽³⁾	05/13/2014	Common Stock	4,000	⁽⁴⁾	D

Explanation of Responses:

1. These shares represent stock units which have been granted under the Issuer's Management Incentive Plan (the "Incentive Plan") pursuant to the terms of Stock Unit Agreements between the Reporting Person and the Issuer (the "Stock Unit Agreements"). Each unit represents the right to receive one share of the Issuer's Common Stock and vests (i) as to 16,000 units in five equal annual installments beginning on September 12, 2003; (ii) as to 6,500 units in five equal annual installments beginning on December 19, 2003; and (iii) as to 7,500 units in four equal annual installments beginning on May 13, 2005.

2. These options were granted under the Issuer's Incentive Plan pursuant to the terms of a Stock Option Agreement between the Reporting Person and the Issuer. One-third of the options will vest on September 12, 2004 and an additional one-third will vest on each of September 12, 2005 and 2006.

3. These options were granted under the Issuer's Incentive Plan pursuant to the terms of a Stock Option Agreement between the Reporting Person and the Issuer. One-third of the options will vest on May 13, 2005 and an additional one-third will vest on each of May 13, 2006 and 2007.

4. The exercise price of each stock option will equal the fair market value of the underlying common stock on the date of grant.

Remarks:

	Rajiv Datta	06/11/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.