UNITED STATES

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): ~~May~~June 95, 2012

AboveNet, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-23269		11-3168327
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

360 Hamilton Avenue
White Plains, New York		10601
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 421-6700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem ~~Soliciting~~5.07. ~~material~~Submission ~~pursuant~~of Matters to ~~Rule~~a ~~14a-12~~Vote ~~under~~of ~~the~~Security ~~Exchange Act (17 CFR 240~~Holders.~~14a-12)~~

oAt ~~Pre-commencement~~the ~~communications~~special ~~pursuant~~meeting toof ~~Rule~~stockholders ~~14d-2~~of AboveNet, Inc. (bthe “Company”) ~~under~~held ~~the~~on ~~Exchange~~June ~~Act~~5, 2012 (17the ~~CFR~~“Special ~~240.14d-2(b~~Meeting”)), the Company’s stockholders considered the following proposals:

o· ~~Pre-commencement~~to ~~communications~~adopt ~~pursuant~~the toAgreement ~~Rule~~and ~~13e-4(c)~~Plan ~~under~~of Merger, dated as of March 18, 2012, by and among the ~~Exchange~~Company, ~~Act~~Zayo ~~(17~~Group, ~~CFR~~LLC ~~240~~and Voila Sub, Inc.~~13e-4~~ (cthe “Merger Agreement”));

~~Item~~· ~~2.02.~~to ~~Results~~adjourn ofthe ~~Operations~~Special Meeting, if necessary or appropriate and ~~Financial~~permitted ~~Condition~~under the Merger Agreement, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement (the “Adjournment Proposal”); and

On· ~~May~~to 9approve, ~~2012,~~on ~~AboveNet~~a non-binding advisory basis, ~~Inc.~~the ~~issued a~~golden ~~press~~parachute ~~release~~compensation ~~setting~~payable ~~forth~~under ~~its~~existing ~~financial results~~agreements ~~for~~with the ~~quarter~~Company ~~ended~~that ~~March~~certain ~~31,~~executive ~~2012. A~~officers ~~copy~~ of the ~~press~~Company ~~release is~~will ~~attached~~or ~~hereto~~may asreceive ~~Exhibit~~in 99connection with the Company’s merger with Voila Sub, Inc.1 under the Merger Agreement (the “Parachute Proposal”).

~~The~~For ~~press~~more ~~release~~information isabout ~~furnished~~the ~~and~~foregoing ~~shall not~~proposals, besee ~~deemed~~the Company’s toDefinitive beProxy ~~“filed”~~Statement for ~~purposes~~the ofSpecial Meeting filed with the Securities and Exchange ~~Act~~Commission ofon ~~1934~~May 3, 2012, asthe ~~amended~~relevant ~~(the~~portions ~~“Exchange~~of ~~Act”), or~~which are incorporated herein by reference. inAt ~~any filing under~~ the ~~Securities~~Special ~~Act of 1933~~Meeting, aseach ~~amended,~~proposal orsubmitted to the Company’s ~~Exchange~~stockholders ~~Act,~~was ~~except~~approved. asThe ~~shall~~voting ~~be expressly~~results* are set forth ~~by specific reference in such filing.~~below:

~~Item~~Proposal ~~9.01.~~to ~~Financial~~adopt ~~Statements~~the ~~and~~Merger ~~Exhibits~~Agreement:

(d) Exhibits.

For		Against		Abstained
21,658,212		22,321		35,613

Exhibit No.		Description of the Exhibit
99.1		Press release issued May 9, 2012.

Adjournment Proposal:

SIGNATURE

For		Against		Abstained
20,871,863		843,636		647

~~Pursuant~~Parachute ~~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.~~Proposal:

	ABOVENET, INC.
For		Against	Abstained
Date: May 9, 2012	By:	/s/ Robert Sokota
19,370,455		1,476,297	869,394
		Robert Sokota
		Senior Vice President and General Counsel

~~EXHIBIT INDEX~~________________________

Exhibit No.		Description of the Exhibit
99.1		Press release issued May 9, 2012.

*There were no broker non-votes.

Item 8.01. Other Events.

On June 5, 2012, the Company issued a press release announcing that its stockholders had approved the proposal to adopt the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description

99.1		Press Release issued on June 5, 2012.

SIGNATURE

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.

June 5, 2012
	ABOVENET, INC.

	By:	/s/ Robert Sokota
		Robert Sokota
		Senior Vice President and General Counsel

Exhibit Index

Exhibit No.		Exhibit Description

99.1		Press Release issued on June 5, 2012.

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