Exhibit 10.17


                                THE PATHNET, INC.
                             1995 STOCK OPTION PLAN

      The purpose of this Plan is to encourage and enable employees of PathNet,
Inc. (the "Company") and of any subsidiary corporation of which 50% or more of
the outstanding voting stock is owned by the Company (the "Subsidiary") to
acquire an interest in the Company through the granting of stock options, as
herein provided (the "Options"). By encouraging such individuals to acquire or
increase their ownership of its stock, the Company seeks to attract and retain
the services of persons of exceptional competence and to furnish an added
incentive for them to increase their efforts on behalf of the Company. The
Options that may be granted hereunder include both incentive stock options
("Incentive Stock Options") as provided under the Internal Revenue Code of 1986,
as amended (the "Code"), and Options that are not qualified under the Code
("Non-Qualified Options").

1. Shares of Stock Subject to the Plan

      The stock that may be issued and sold pursuant to Options granted under
the Plan shall not exceed, in the aggregate, four hundred thirty-nine thousand
and twenty-four (439,024) shares of the common stock, $.01 par value, of the
Company (the "Common Stock"), which may be (i) either authorized but unissued
shares or treasury shares or (ii) shares previously reserved for issue upon
exercise of Options under the Plan, which Options have expired or been
terminated; provided, however, that the number of shares subject to the Plan
shall be subject to adjustment as provided in Section 8.

2. Eligibility

      Incentive Stock Options may be granted to persons who are employees of the
Company or a Subsidiary and eligible to receive an Incentive Stock Option under
the Code. In addition, Non-Qualified Options may be granted under the Plan to
non-employee directors of the Company, to consultants to the Company and to such
other persons as the Board may select from time to time.

3. Administration

      The Board of Directors of the Company (the "Board") acting through its
Compensation Committee, including a member designated by the holders of the
Series A Convertible Preferred Stock, shall determine the employees and other
persons to be granted Options ("Optionees") and, in each case, the number of
Options, the number of shares subject to each Option, the vesting schedule for
each Option and the form of each Option. The Board shall also determine,
interpret and construe any provision of the Plan and any Option and shall effect
the grant of Options under the Plan. The Board may appoint from its members a
committee of two or more persons who may exercise the powers of the Board in
granting Options and taking any other action under the Plan. Any of the
foregoing actions taken by the


Board or the committee appointed by the Board shall be final and conclusive and
shall be binding on each Optionee.

4. Price

      The purchase price of shares that may be purchased under each Incentive
Stock Option shall be at least equal to the fair market value (determined as of
the date of grant of the Option) per share or, in the case of a stockholder
owning (or deemed to own under Section 424(d) of the Code) more than ten percent
of the total combined voting power of all classes of stock of the Company, as
determined under the Code (a "greater-than ten percent stockholder"), 110% of
such fair market value.

5. Nature of Option and Certain Limitations on Amount of Grant

      The aggregate fair market value (determined as of the date of grant of the
Option) of the shares of Common Stock as to which any Incentive Stock Option
granted under the Plan shall first become exercisable (i.e., shall "vest") in
any calendar year shall not exceed $100,000. To the extent that the shares of
Common Stock as to which any Option granted under the Plan shall vest in any
calendar year shall have a fair market value (determined as of the date of the
grant of the Option) in excess of $100,000, or to the extent that the Board
shall so specify upon the grant of any Option under the Plan, such Option shall
be a Non-Qualified Option with respect to such excess or specified shares of
Common Stock.

6. Period of Option and Certain Limitations on Right to Exercise

      Each Option shall be exercisable at such time or times as the Board shall
from time to time determine but, with respect to an Incentive Stock Option, in
no event after the expiration of ten years (five years in the case of a
greater-than ten percent stockholder) from the date such Option is granted. The
delivery of certificates representing shares under any Option will be contingent
upon receipt by the Company from the Optionee (or a purchaser acting in his
stead in accordance with the provisions of the Option) of the full purchase
price for such shares and the fulfillment of any other requirements contained in
the Option or applicable provisions of law. No Optionee or person entitled to
exercise the Option shall be, or shall be deemed to be, a holder of any shares
subject to the Option for any purpose unless and until certificates for such
shares are issued to such Optionee under the terms of the Plan.

7. Non-transferability of Option

      Options granted under the Plan shall not be transferable by the Optionee,
other than by will or the laws of descent and distribution, and are exercisable
during the Optionee's lifetime only by the Optionee.


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8. Dilution or Other Adjustments

      If the Company effects a subdivision or consolidation of shares or other
capital readjustment, the payment of a stock dividend, or other increase or
reduction of the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services or property, then (i) the
number, class, and per share price of shares of stock subject to outstanding
Options hereunder shall be appropriately adjusted in such a manner as to entitle
an Optionee to receive upon exercise of an Option, for the same aggregate cash
consideration, the same total number and class of shares the optionee would have
received as a result of the event requiring the adjustment had the Optionee
exercised the Option in full immediately prior to such event; and (ii) the
number and class of shares then reserved for issuance under the Plan shall be
adjusted by substituting for the total number of shares of Common Stock then
reserved that number and class of shares of stock that would have been received
by the owner of an equal number of outstanding shares of Common Stock as the
result of the event requiring the adjustment.

9. Tax Withholding

      Each Optionee shall, no later than the date as of which the value of an
Option or of any Common Stock or other amount received thereunder first becomes
includable in the gross income of the participant for Federal income tax
purposes, pay to the Company, or make arrangements satisfactory to the Board
regarding payment of, any Federal, State, or local taxes of any kind required by
law to be withheld with respect to such income. The Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the Optionee. An Optionee may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from shares of Common Stock to be issued pursuant to any
Option a number of shares with an aggregate fair market value that would satisfy
the withholding amount due, or (ii) transferring to the Company shares of Common
Stock owned by the Optionee with an aggregate fair market value that would
satisfy the withholding amount due.

10. Written Agreement

      Each Option granted hereunder shall be embodied in a written Option
agreement, which shall be subject to the terms and conditions prescribed above
and shall be signed by the President or any Vice President of the Company for
and in the name of and on behalf of the Company. Such an Option agreement may
contain such other provisions as the Board in its discretion shall deem
advisable.


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11. Amendment of the Plan

      The Board of Directors may discontinue the Plan or amend the Plan at any
time, and from time to time, subject to any required regulatory approval and the
limitation that, except as provided in Section 8 hereof, no amendment shall be
effective unless approved by the stockholders of the Company in accordance with
applicable law and regulations at an annual or special meeting held within
twelve months before or after the date of adoption of such amendment, where such
amendment will:

      (a) increase the number of shares of Common Stock as to which options may
be granted under the Plan;

      (b) change in substance Section 2 hereof relating to eligibility to
participate in the Plan; or

      (c) otherwise materially increase the benefits accruing to participants
under the Plan.

      Except as provided in Section 8 hereof, rights and obligations under any
option granted before any amendment of the Plan shall not be altered or impaired
by such amendment, except with the consent of the Optionee. Such action shall be
binding on all Options theretofore granted hereunder, except as otherwise
provided in the written agreement with respect to a particular Option.

12. Expiration and Termination of the Plan

      Options may be granted under the Plan at any time, or from time to time,
prior to August 28, 2005. The Plan may be abandoned or terminated at any time by
the Board, except with respect to any Options then outstanding under the Plan.


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