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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                               ------------------

                                    FORM 8-K

                           CURRENT REPORT PURSUANT TO
                           SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): October 24, 2000
                                                        -----------------


                             USinternetworking, Inc.
                             -----------------------
                          (Exact Name of Registrant as
                              Specified in Charter)

                                      25737
                                      -----
                              (Commission File No.)

                                   52-2078325
                                   ----------
                                  (IRS Employer
                               Identification No.)

                                    Delaware
                                    --------
                          (State or Other Jurisdiction
                                of Incorporation)


                                  One USi Plaza
                         Annapolis, Maryland 21404-7478
                              (Address of Principal
                               Executive Offices)


                                 (410) 897-4400
                                 --------------
                             (Registrant's telephone
                          number, including area code)


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ITEM 5.  OTHER EVENTS


On October 24, 2000 USinternetworking, Inc. ("the Company"), issued the press
release filed herewith as Exhibit 99.1 in connection with the Company's third
quarter conference call. The Company is filing this Current Report on Form 8-K,
together with Exhibit 99.1, with the Securities and Exchange Commission.












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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


USinternetworking, Inc.



By:      /s/ William T. Price
         --------------------------------------------
Name:    William T. Price
Title:   Vice President, General Counsel & Secretary


Date: October 26, 2000









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                                  EXHIBIT INDEX

*99.1             Press release dated October  24, 2000.

- ---------------------------

*        Filed herewith.