UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

 Certification and Notice of Termination of Registration under Section 12(g)
 of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
       Under Sections 13 and 15(d) of the Securities Exchange Act of 1934

                        Commission File Number 333-38951


                                   LEXENT INC.
             (Exact name of registrant as specified in its charter)


                              THREE NEW YORK PLAZA
                            NEW YORK, NEW YORK 10004
                                 (212) 981-0700
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
            (Title of each class of securities covered by this Form)

                                      NONE

   (Titles of all other classes of securities for which a duty to file reports
                      under section 13(a) or 15(d) remains)


         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)   [X]               Rule 12h-3(b)(1)(ii)  [ ]
          Rule 12g-4(a)(1)(ii)  [ ]               Rule 12h-3(b)(2)(i)   [ ]
          Rule 12g-4(a)(2)(i)   [ ]               Rule 12h-3(b)(2)(ii)  [ ]
          Rule 12g-4(a)(2)(ii)  [ ]               Rule 15d-6            [ ]
          Rule 12h-3(b)(1)(i)   [X]

    Approximate number of  holders of  record  as of the certification or notice
date:  12
     ------


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Lexent Inc. has caused this  certification/notice  to be signed on its behalf by
the undersigned duly authorized person.


Date:  December 23, 2003                   LEXENT INC.



                                           By: /s/ Kevin M. O'Kane
                                              ---------------------------------
                                              Name: Kevin M. O'Kane
                                              Title: Chief Executive Officer