SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): February 3, 1999

                                 PATHNET, INC.
                                 -------------
             (Exact name of registrant as specified in its charter)


            Delaware                   333-52247           52-1941838
            --------                   ---------           ----------
  (State or other jurisdiction     (Commission File       (IRS Employer 
         of incorporation)               Number)       Identification Number)

                               1015 31st Street NW
                              Washington, DC 20007
                              --------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (202) 625-7284





Item 5. Other  Events 

     On February 3, 1999, the Registrant  issued two press  releases.  The first
announcing  the  Company's  expansion  of its  integrated  network  strategy  to
incorporate  fiber in response to growing  demand on selected  routes  (attached
hereto as Exhibit 99.1) and the Company's selection of Lucent Technologies to be
the exclusive  supplier of fiber-optic cable for its nationwide,  voice and data
network (attached hereto as Exhibit 99.2).

     The foregoing  information does not purport to be complete and is qualified
in its entirety by reference to the Exhibits to this Report.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

    (c)      Exhibits:

             Exhibit  99.1    Registrant's  Press  Release  dated  February   3,
                              1999, announcing  the  Company's  expansion of its
                              integrated network strategy.

             Exhibit  99.2    Registrant's  Press  Release  dated   February  3,
                              1999, announcing the Company's selection of Lucent
                              Technologies  to  be  its  exclusive  supplier  of
                              fiber-optic cable.














                                        2



                                   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.

                                                                  PATHNET, INC.


Dated: February 3, 1999                By:/s/ William R. Smedberg, V
                                       -----------------------------
                                       Name:  William R. Smedberg, V
                                       Title: Vice President,
                                               Finance and Corporate Development












                                  EXHIBIT INDEX

                                  PATHNET, INC.

                           Current Report on Form 8-K


Exhibit No.         Description

Exhibit 99.1        Registrant's   Press   Release   dated   February  3,  1999,
                    announcing the Company's expansion of its integrated network
                    strategy.

Exhibit 99.2        Registrant's   Press   Release   dated   February  3,  1999,
                    announcing the Company's selection of Lucent Technologies to
                    be its exclusive supplier of fiber-optic cable.