8-K

                       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): October 3, 2001



                                  WAM!NET INC.
               (Exact name of registrant as specified in charter)



         Minnesota                      333-53841                 41-1795247
(State or other jurisdiction           (Commission              (IRS Employer
     of incorporation)                 File Number)          Identification No.)

           655 Lone Oak Drive                                            55121
            Eagan, Minnesota                                          (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (651) 256-5100


                                 Not Applicable
          (Former name or former address, if changed from last report)






This report contains certain forward-looking statements and information relating
to Wam!Net Inc., ("Wam!Net" or the "Company") that are based on the beliefs of
Wam!Net management as well as assumptions made by and information currently
available to management. Such statements reflect the current view of the Company
with respect to future events and are subject to certain risks, uncertainties,
and assumptions, including the risk factors and uncertainties described in the
Company's annual report on Form 10-K for the year ended December 31, 2000.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as believed, estimated or expected.

Item 5. Other Events.

     WAM!NET Inc. (the "Company) announced that on October 3, 2001 it
consummated a $100 million working capital facility with affiliates of Cerberus
Capital Management, L.P., a New York City-based private investment firm (the
"Cerberus Financing"). The terms of the Cerberus Financing are substantially
similar to the terms described in the Company's Solicitation of Consents, dated
July 20, 2001, a copy of which was filed with the Securities and Exchange
Commission as an exhibit to the Company's Current Report on Form 8-K/A, filed on
July 27, 2001, which is hereby incorporated by reference.

     In connection with the consummation of the Cerberus Financing, the Company
obtained the consent of Cerberus International, Inc., the record holder of
approximately 96% of the outstanding principal amount of the Company's 13-1/4%
Senior Discount Notes, due 2005 (the "Notes"), to amend certain terms of the
Indenture, dated March 5, 1998 (the "Indenture"), between the Company and U.S.
Bank Trust National Association (f/k/a First Trust National Association) (the
"Trustee").

     On October 3, 2001, the Company filed the First Supplemental Indenture and
the Second Supplemental Indenture (collectively, the "Supplemental Indentures"),
which amended certain terms of the Indenture and terminated the Company's
obligation to provide the holders of the Notes and the Trustee such information
as would be required in the periodic reports of the Company if the Company were
subject to the reporting requirements of Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition,
pursuant to rules 12h-3(b)(1) and 15d-6 of the Exchange Act the Company is no
longer subject to the reporting requirements of Section 15(d) of the Exchange
Act. Therefore, the Company shall file a certification and notice of suspension
of the duty to file reports under Sections 13 and 15(d) of the Exchange Act
following the filing of this Current Report on Form 8-K and shall cease to file
additional periodic reports with the Securities and Exchange Commission.

Item 7. Financial Statements and Exhibits.

99.1 Press Release, dated October 4, 2001.






                                   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.


                                        WAM!NET INC.

                                        By: /s/ Kenneth Swimm
                                            ------------------------------
                                            Name:  Kenneth Swimm
                                            Title: Chief Operating Executive

October 11, 2001

EX-99.1

                                                                    EXHIBIT 99.1
                                                                    ------------

                                                               [LOGO OF WAM!NET]

Media Contact:
Jason Thunstrom
WAM!NET Corporate Communications
(651) 256-5788
jthunstrom@wamnet.com

                                                           FOR IMMEDIATE RELEASE

              WAM!NET SECURES $100 MILLION WORKING CAPITAL FACILITY
 Financing to Fully Fund WAM!NET's Capital Requirements; Drive to Profitability
        Accelerated through Aggressive Cost, Business Management Actions

     EAGAN, Minn. (October 4, 2001) - WAM!NET Inc. (www.wamnet.com), a global
provider of content hosting and distribution solutions, today announced that it
has closed on a $100 million working capital facility from affiliates of
Cerberus Capital Management, L.P., a New York City-based private investment
firm.

     Company officials stated that the financing is expected to be the last
round of funding required for the company to reach profitability and become
operating cash-flow positive in 2002.

     WAM!NET Chairman and Chief Executive Officer, Ed Driscoll, commented on the
funding and the progress WAM!NET has made in establishing a foundation for
long-term profitable growth. "Cerberus' financing of WAM!NET is indicative of
their confidence in not only our business model and proven services portfolio,
but also, our excellent market opportunities and solid prospects for driving
significant, ongoing revenue growth. At the same time, with the assistance of
TenX Capital Partners, we have taken necessary, aggressive actions in the last
several months that have allowed us to align our cost structure, sales and
marketing efforts, and other operating strategies company wide with WAM!NET's
revenue and growth targets. We now have in place the right cost structure, a
team of world-class employees, a large, established customer base, and a
portfolio of in-demand information technology services."


                                    - more -




WAM!NET SECURES $100 MILLION WORKING CAPITAL FACILITY
Page 2


     "WAM!NET has created a significant market position and the technology and
personnel to take advantage of that position," said Michael Green, managing
partner, TenX Capital Partners (www.tenx.net), an investment, operations
management and executive services firm. TenX has supported WAM!NET in the
successful accomplishment of its strategy to establish a solid financial base
and drive business results.

About WAM!NET, Inc.
-------------------

     WAM!NET is a global provider of digital content hosting and distribution
solutions. The company's managed network, data storage, application hosting and
professional services enable its commercial and government customers to access
the combination of IT services they need on an outsourced, subscription basis.
In doing so, customers are connected with their partners and clients within
WAM!NET's secure, online digital environment, enabling them to share,
collaborate, store and manage content. With WAM!NET services, customers gain
considerable productivity, time-to-market, and cost-saving benefits, and
eliminate time-intensive and costly analog steps in their workflows, as well as
the significant capital investments and systems management requirements often
associated with proprietary networks or FTP workflows.

     Headquartered in Eagan, Minnesota, WAM!NET commenced operations in 1994.
The company has more than 17,000 corporate end users of its e-services
worldwide. WAM!NET services are available in North America, Europe, Japan and
Australia. For information on the company, call 800-611-9006, or visit WAM!NET's
Website at www.wamnet.com.


                                       ###


WAM!NET is a registered trademark of WAM!NET Inc. All other trademarks herein
are the property of their respective owners.