<PAGE>
Filed pursuant to Rule 424(b)(3)
Registration No. 333-80141
Prospectus Supplement
(To Prospectus Dated October 6, 1999)
DSL.net, Inc.
7,200,000 shares of Common Stock
_________________
This prospectus supplement relates to, should be read in conjunction
with, and may not be delivered or utilized without, our prospectus dated October
6, 1999.
The purpose of this supplement is to revise the share and per share
amounts used in computing the net loss per common share for the six months ended
June 30, 1999 from those included in the prospectus as a result of the exclusion
of certain outstanding common shares which DSL.net had the right to repurchase
under certain circumstances from certain stockholders during the period from
January to April 1999. These shares had previously been included in the
calculation of the share amounts. This change has no impact on DSL.net's
previously reported net losses or cash flows for any period.
The net loss per common share and pro forma net loss per common share for
the six months ended June 30, 1999 (unaudited) appearing in the Summary
Financial Data table on page 6 of the prospectus is amended to read as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1999
STATEMENT OF OPERATIONS DATA: (UNAUDITED)
<S> <C>
Net loss per common share..................................... $(3.63)
Pro forma net loss per common share........................... (0.29)
</TABLE>
The Net Loss per Common Share Data for the six months ended June 30,
1999 (unaudited) appearing in the Selected Financial and Other Data table on
page 25 of the prospectus is amended to read as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1999
NET LOSS PER COMMON SHARE DATA: (UNAUDITED)
<S> <C>
Net loss per common share...................................... $ (3.63)
===========
Shares used in computing net loss per share.................... 5,088,380
Pro forma net loss per common share............................ (0.29)
Shares used in computing pro forma net loss per share.......... 22,741,490
</TABLE>
The following information for the six months ended June 30, 1999
(unaudited) appearing in the Statement of Operations on page F-4 of the
prospectus is amended to read as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1999
(UNAUDITED)
<S> <C>
Net loss per share-basic and diluted......................... $ (3.63)
===========
Shares used in computing net loss per share.................. 5,088,380
===========
Pro forma net loss per common share (unaudited).............. $ (0.29)
===========
Pro forma shares used in computing net loss per common share
(unaudited)................................................. 22,741,490
===========
</TABLE>
_____________________
The date of this prospectus supplement is November 2, 1999.
