<PAGE> OMB Number 3235-0287
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FORM 4
/ / Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
Brookhaven Capital Management, LLC, 3000 Sand Hill Road, Building 3,
Suite 105, Menlo Park, CA 94025
(Last) (First) (Middle), (Street), (City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol Intrenet Inc. (INET)
3. IRS or Social Security Number of Reporting Person (Voluntary) ________
4. Statement for Month/Year 12/98
5. If Amendment, Date of Original (Month/Year) ___________
6. Relationship of reporting person to issuer
(Check all applicable)
____ Director X 10% Owner
____ Officer (give ____ Other (specify
title below) below)
______________________
7. Individual or Joint/Group Filing (Check Applicable line)
____ Form filed by one Reporting Person
X Form filed by More than One Reporting Person
SEC 1474 (7-96)
<PAGE>
FORM 4 (continued) Page 2 of 7 Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 12/31/98
3. Transaction Code (Instr. 8)
Code P V _____________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 10,000 (1) (A) or (D) A Price $3.35
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 1,346,473
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) D
7. Nature of Indirect Beneficial Ownership (Inst. 4)
______________________________________________________________________
___________________________________________________________________________
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 12/31/98
3. Transaction Code (Instr. 8)
Code P V _____________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 10,000 (2) (3) (A) or (D) A Price $3.35
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 1,346,473 (2) (3)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I
7. Nature of Indirect Beneficial Ownership (Inst. 4)
(3)
<PAGE>
FORM 4 (continued) Page 3 of 7 Pages
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 12/31/98
3. Transaction Code (Instr. 8)
Code P V _____________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 3,000 (1) (A) or (D) A Price $3.1875
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 1,346,473
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) D
7. Nature of Indirect Beneficial Ownership (Inst. 4)
______________________________________________________________________
___________________________________________________________________________
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 12/31/98
3. Transaction Code (Instr. 8)
Code P V _____________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 3,000 (2) (3) (A) or (D) A Price $3.1875
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 1,346,473 (2) (3)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I
7. Nature of Indirect Beneficial Ownership (Inst. 4)
(3)
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474 (7-96)
<PAGE>
FORM 4 (continued) Page 4 of 7 Pages
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) ______________________________
2. Conversion or Exercise Price of Derivative Security _________________
3. Transaction Date (Month/Day/Year) ______________
4. Transaction Code (Instr. 8)
Code ______ V ______
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) (A) _____________ (D) ______________
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
____________________ ________________________
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
Title __________________________ Amount or Number of Shares ________
8. Price of Derivative Security (Instr. 5) _______________
9. Number of derivative Securities Beneficially Owned at End of Month
(Instr. 4) _______________
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) __________________
11. Nature of Indirect Beneficial Ownership (Inst. 4)
_____________________________________________________________________
___________________________________________________________________________
<PAGE>
FORM 4 (continued) Page 5 of 7 Pages
Explanation of Responses:
(1) By Watershed Partners, L.P. ("Watershed").
(2) The reporting persons disclaim beneficial ownership of the securities
reported except to the extent of the reporting persons' pecuniary interest
in those securities.
(3) By Brookhaven Capital Management, LLC ("Brookhaven"), as the general
partner of Watershed, and by Vincent Andrew Carrino as the controlling
member of Brookhaven.
/s/ Vincent A. Carrino 1/8/99
Vincent A. Carrino, Manager Date
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection
of information contained in this form are not required to respond
unless the form displays a currently valid OMB Number. SEC 1474 (7-96)
<PAGE>
FORM 4 (continued) Page 6 of 7 Pages
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated
Brookhaven Capital Management, LLC ("Brookhaven") to execute and file on
the undersigned's behalf all Forms 3, 4 and 5 (including any amendments
thereto) that the undersigned may be required to file with the U.S.
Securities and Exchange Commission as a result of the undersigned's
ownership of or transactions in securities of Intrenet Inc. ("Intrenet").
The authority of Brookhaven under this Statement shall continue until the
undersigned is longer required to file Forms 3, 4 and 5 with regard to the
undersigned's ownership of or transactions in securities of Intrenet,
unless earlier revoked in writing. The undersigned acknowledges that
Brookhaven is not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
Date: January 8, 1999
WATERSHED PARTNERS, L.P.
By: Brookhaven Capital Management, LLC
General Partner
By: /s/ Vincent A. Carrino
Vincent A. Carrino
Manager
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated
Brookhaven Capital Management, LLC ("Brookhaven") to execute and file on
the undersigned's behalf all Forms 3, 4 and 5 (including any amendments
thereto) that the undersigned may be required to file with the U.S.
Securities and Exchange Commission as a result of the undersigned's
ownership of or transactions in securities of Intrenet Inc. ("Intrenet").
The authority of Brookhaven under this Statement shall continue until the
undersigned is longer required to file Forms 3, 4 and 5 with regard to the
undersigned's ownership of or transactions in securities of Intrenet,
unless earlier revoked in writing. The undersigned acknowledges that
Brookhaven is not assuming any of the undersigned's responsibilities to
comply with section 16 of the Securities Exchange Act of 1934.
Date: January 8, 1999
/s/ Vincent Andrew Carrino
Vincent Andrew Carrino
<PAGE>
FORM 4 (continued) Page 7 of 7 Pages
JOINT FILER INFORMATION
Name: Vincent Andrew Carrino
3000 Sand Hill Road
Building 3, Suite 105
Menlo Park, CA 94025
Designated Filer: Brookhaven Capital Management, LLC
Issuer & Ticker Symbol: Intrenet Inc. (INET)
Statement for Month/Year: 12/98
Signature: /s/ Vincent Andrew Carrino
Vincent Andrew Carrino
Name: Watershed Partners, L.P.
3000 Sand Hill Road
Building 3, Suite 105
Menlo Park, CA 94025
Designated Filer: Brookhaven Capital Management, LLC
Issuer & Ticker Symbol: Intrenet Inc. (INET)
Statement for Month/Year: 12/98
WATERSHED PARTNERS, L.P.
By: Brookhaven Capital Management, LLC
By: /s/ Vincent A. Carrino
Vincent A. Carrino
Manager
BLD\4193\017\1023732.01
