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 31, 2003

                               FASTNET CORPORATION
                               -------------------
             (Exact name of registrant as specified in its charter)

  PENNSYLVANIA                     000-29255                       23-2767197
  ------------                     ---------                       ----------
(State or other                   (Commission                   (IRS Employer
jurisdiction of                   File Number)               Identification No.)
 incorporation)

    TWO COURTNEY PLACE, SUITE 130, 3864 COURTNEY STREET, BETHLEHEM, PA 18017
    ------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 266-6700

                                 NOT APPLICABLE
                                 --------------
          (Former name or former address, if changed since last report)





ITEM 5.  OTHER EVENTS

On November 3, 2003, FASTNET Corporation and certain of its subsidiaries (the
"Company") announced that the Company has entered into an asset purchase
agreement to sell substantially all of its assets, including its Broadband and
Dial Up Internet Access, Co-location, and Managed Hosting business units, to US
LEC Corp. for an estimated $6.8 million, which is subject to adjustment and
includes the assumption of certain liabilities. The transaction does not include
assets associated with the Company's Web Development and Wireless Accounts
businesses. The completion of the transaction is contingent on the satisfaction
of a number of conditions, including certain requirements under the Bankruptcy
Code and approval of the United States Bankruptcy Court for the Eastern District
of Pennsylvania (the "Bankruptcy Court"). The transaction contemplated by the
asset purchase agreement with US LEC Corp. is expected to be completed in
December, 2003. In connection with the proposed sale of assets to US LEC, on
November 3, 2003, the Company filed with the Bankruptcy Court a Motion to
approve the asset purchase agreement, authorizing the sale of the assets free
and clear of all liens and determining that such sale is exempt from certain
taxes, as well as a motion to approve the sale and auction procedures, notice
procedures and the break-up fee provisions.

A copy of the press release with respect to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. In addition, a copy of the
above-mentioned motions are attached hereto as Exhibit 99.2 and 99.3,
respectively.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c) Exhibits

         Exhibit No.                Description of Document
         -----------                -----------------------

             99.1                   Press Release dated November 3, 2003.

             99.2                   Motion for Approval of Sale and Auction
                                    Procedures, Notice Procedures, and Break-Up
                                    Fee Provisions in Connection with Proposed
                                    Sale of Assets, and for Related Relief

             99.3                   Motion for an Order Pursuant to Sections
                                    105, 363, 365 and 1146 of the Bankruptcy
                                    Code (I) Approving Asset Purchase Agreement
                                    and Authorizing the Sale of Assets of
                                    Debtors Outside the Ordinary Course of
                                    Business, Subject to Higher or Better
                                    Offers, (II) Authorizing the Sale of Assets
                                    Free and Clear of All Liens, (III)
                                    Determining That Such Sale is Exempt From
                                    any Stamp, Transfer, Recording or Similar
                                    Tax, (IV) Authorizing the Assumption and
                                    Assignment of Certain Executory Contracts
                                    and Unexpired Leases and (V) Granting
                                    Related Relief

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                                   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 thereunto duly authorized.

                                                     FASTNET CORPORATION

                                                     By: /s/ Ward G. Schultz
                                                         -----------------------
                                                         Ward G. Schultz
                                                         Chief Financial Officer

Dated:  November 4, 2003

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