Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On August 20, 2009, the Board of Directors of NaviSite, Inc. (the "Company") approved amendments to the Code of Business Conduct and Ethics (the "Code of Conduct") of the Company, which applies to all directors, officers and employees of the Company. The Company's Code of Conduct is reviewed periodically, and amended as deemed necessary or appropriate, to reflect changes in the Company's business and was amended to, among other things, further define and restrict activities between the directors, officers and employees of the Company and the Company's customers, suppliers, competitors or other persons doing or seeking to do business with the Company.
The foregoing description of the amendments to the Code of Conduct does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and is incorporated herein by reference.
The amended Coded of Conduct will be posted as soon as practicable in the Corporate Governance section of the Company's website at www.navisite.com. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits The exhibit listed in the Exhibit Index below is filed with this report.

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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.

NaviSite, Inc.

Date: August 26, 2009

By: /s/ James W. Pluntze

James W. Pluntze Chief Financial Officer

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