PSINET INC
DEFA14A, 1998-01-22
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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            PSINET TO PROCEED WITH SPECIAL MEETING OF SHAREHOLDERS


          HERNDON, VA, January 22, 1998--PSINet Inc. (Nasdaq NMS:  PSIX), the
first commercial Internet service provider, announced today that its Board of
Directors met last evening and determined that the "proposed opportunity", as
characterized by a company named USinternetworking, Inc., in a letter submitted
yesterday was not of interest to PSINet.  In that letter, USinternetworking
indicated that it is prepared under certain circumstances to make a cash tender
offer of $10 per share to acquire a minimum of 51% of PSINet's outstanding
shares.  Among the conditions stated in the letter were the postponement of
PSINet's Special Meeting of Shareholders scheduled for tomorrow, January 23,
1998 (the "Special Meeting"), for at least 120 days, "satisfactory completion of
timely and reasonable due diligence" of PSINet and "obtainment and completion by
USi of the required financing" for the transaction.  PSINet stated that the
"proposed opportunity" was inconsistent with PSINet's business plan, that
PSINet's  transaction with IXC Internet Services, Inc. to be considered at the
Special Meeting is an integral part of its business plan, and that PSINet
remains enthusiastic about that plan.  In addition, the "proposed opportunity"
would have required PSINet to breach its agreement with IXC, an action the Board
determined was not in the best interests of PSINet and its shareholders.

          Headquartered in Herndon, Va., PSINet has offices throughout the U.S.
and subsidiaries in Canada, Japan and Europe, including Belgium, France,
Germany, the Netherlands, Switzerland, and the U.K. For more information contact
PSINet by phone at 703-904-4100, by e-mail at [email protected] or by accessing the
corporate Web site at http://www.psi.net.


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