On September 29, 2006, AboveNet Communications, Inc. (“AboveNet Communications”), a Delaware corporation and a wholly owned subsidiary of AboveNet, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of September 27, 2006, with Digital Above, LLC (“Digital Above”), a Delaware limited liability company and a wholly owned subsidiary of Digital Realty Trust, Inc., providing for the sale of its interests in three data center facilities located in New York City and Northern Virginia to Digital Above.  The Asset Purchase Agreement provides for the payment of a $40,075,000 cash purchase price and for the provision by AboveNet Communications of customary indemnification, subject to the limitations specified therein.

The foregoing description is qualified in its entirety by the terms of the Asset Purchase Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.01               Completion of an Acquisition or Disposition of Assets.

On October 2, 2006, the Company issued a press release announcing the completion of the transaction to sell its interests in three data center facilities located in New York City and Northern Virginia to Digital Above.  The transaction was effected in accordance with the Asset Purchase Agreement.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits