<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
Watershed (Cayman) Ltd., c/o Hemisphere Fund Managers Limited,
3rd Floor, Harbour Centre, P.O. Box 30362, George Town, Cayman Islands
(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 2/99
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)
XX Form filed by one Reporting Person
____ Form filed by More than One Reporting Person
SEC 1474 (7-96)
Page 1 of 5 Pages
<PAGE>
FORM 4 (continued) Page 2 of 5 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) 2/11/99
3. Transaction Code (Instr. 8)
Code P V _____________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 2,000 (A) or (D) A Price $3.75
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 1,128,725
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) 2/17/99
3. Transaction Code (Instr. 8)
Code P V _____________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 4,875 (A) or (D) A Price $3.75
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 1,128,725
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) D
7. Nature of Indirect Beneficial Ownership (Inst. 4)
<PAGE>
FORM 4 (continued) Page 3 of 5 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 4 of 5 Pages
Explanation of Responses:
/s/ Vincent A. Carrino 3/3/99
Vincent A. Carrino, Manager of Date
Brookhaven Capital Management,
LLC, Attorney-in-Fact
** 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 5 of 5 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 (CAYMAN) LTD.
By: Brookhaven Capital Management, LLC
Attorney-in-Fact
By: /s/ Vincent A. Carrino
Vincent A. Carrino
Manager
BLD\4193\017\1032881
