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): April 13, 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

     STRATEGIC FIBER AGREEMENT

     On April 13,  1999,  the  Company  announced  a  strategic  agreement  with
Worldwide  Fiber USA (formerly known as Pacific Fiber Link, LLC) to  construct a
multi-conduit fiber-optic network between Chicago, Illinois and Denver, Colorado
with a total projected cost for the project in excess of $100 million.


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

         (c) Exhibits:

               10.1      Agreement dated March 31, 1999 between the Company and
                         Pacific Fiber Link, LLC. *

               10.2      Marketing  agreement  dated March 31, 1999  between the
                         Company and Pacific Fiber Link, LLC. *

               99.1      Press  release on strategic  agreement  between Pathnet
                         and Worldwide Fiber.


 * -          Portions of this document have been omitted  pursuant to a request
              for confidential treatment.






















                                        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: April 14, 1999               By: /s/ Michael A. Lubin
                                     ------------------------
                                     Name: Michael A. Lubin
                                     Title:  Vice President, General Counsel and
                                               Secretary










                                  EXHIBIT INDEX

                                  PATHNET, INC.

                           Current Report on Form 8-K


   Exhibit No.          Description
   -----------          -----------
       10.1             Agreement dated March 31, 1999 between the Company and
                        Pacific Fiber Link, LLC. *

       10.2             Marketing  agreement  dated March 31, 1999  between the
                        Company and Pacific Fiber Link, LLC. *


       99.1             Press Release - Pathnet  Announces  strategic  agreement
                        with Worldwide Fiber.

        *  -  Portions of this document have been omitted  pursuant to a request
              for confidential treatment.