Exhibit (a)(3)

                              [LEXENT LETTERHEAD]

                                                August 17, 2001



Dear Valued Employee/Option Holder:

     I am  happy  to  announce  that  the  Board of  Directors  of  Lexent  Inc.
("Lexent")  has  authorized an offer to exchange  outstanding  options that were
issued at or above a grant price of $13.50 and held by current  employees of the
Company for new options. I am enclosing very important information as to how the
program will operate.  This  information  has been filed with the Securities and
Exchange Commission. I urge you to read this information carefully.

     I am sure there are many questions regarding how this offer will impact you
as an  option  holder.  The  following  will  hopefully  answer  many  of  these
questions.

WHAT IS AN OPTION? A stock option is the right to purchase a specified amount of
shares of the Company's common stock at a specified price for a specified period
of time.  Options  were granted so that we might  attract and  maintain  quality
employees.

HOW WILL THIS OFFER TO EXCHANGE WORK? Employees will have a choice as to whether
to turn in their options or not.  Those options  turned in by employees  will be
cancelled.  The  Company is  committed  to grant new  options  to the  tendering
employees,  providing they are still employed by Lexent,  six months and one day
after the expiration of the offer.

WHO MAY  PARTICIPATE?  Any active employee whose existing  options are priced at
$13.50 per option share or above.  The employee  must be employed by Lexent when
they submit the Letter of Transmittal to tender their shares.

DO I HAVE TO  PARTICIPATE?  No, you are not  required to  participate.  However,
whether you choose to participate or not, you must return the enclosed Letter of
Transmittal on or before the deadline.

WHAT IF I AM NO LONGER AN EMPLOYEE  ON THE NEW GRANT DATE?  If you do not remain
an active  employee  through  the new grant  date,  you will not be  eligible to
receive new  options  nor will you have the right to get your old options  back.
For  example,  if you  are an  employee  when  you  complete  the  form  but are
terminated  at any time  before the new grant  date,  you will not receive a new
grant of options.

WHAT IF I AM TERMINATED FROM MY POSITION  BECAUSE OF A COMPANY  LAY-OFF?  If you
are not  employed  for any reason,  including  lay-off,  termination  for cause,
resignation, etc., you will not receive new options.

WHAT WILL MY NEW OPTION PRICE BE? The price of your new options will be equal to
the closing price of Lexent common stock six months after the expiration date of
this offer. At this time, we expect this to be March 18, 2002.  However,  if the
Company extends the Offer, the grant date will be similarly extended.


WHAT HAPPENS IF THE NEW OPTION PRICE IS HIGHER THAN THE PRICE I ORIGINALLY  HAD?
The price will be the closing price on the date six months after the  expiration
of the offer whether it is higher than your current price or not.

DO I HAVE TO TENDER ALL OF MY OPTIONS OR CAN I TENDER ANOTHER  AMOUNT?  You must
tender all options in each grant you have. However, if you have multiple grants,
you do not have to tender every grant.

WILL I GET THE SAME NUMBER OF OPTIONS THAT I HAVE NOW? Yes.

WHEN WILL MY OPTIONS BE VESTED? Your options will vest so that, on the new grant
date,  you will have the same  number of  options  vested  that  would have been
vested had you not tendered your original grant.

CAN YOU GIVE ME AN  EXAMPLE  OF HOW THIS  WILL  WORK?  If you were  granted  480
options on July 27, 2000 of which 25% vested at one year and the remainder would
vest monthly for the following 36 months,  you would have 190 options  vested as
of March 18, 2002.  If you turn in the original 480 options,  you will receive a
new grant of 480  options  six  months and one day from the  expiration  of this
offer,  of which 190 will be vested  immediately  and ten options will vest each
month for the next 29 months.

WHEN CAN I EXERCISE MY OPTIONS?  You may exercise  your  options  after they are
vested, in accordance with the procedures set forth on the AST StockPlan website
located at www.aststockplan.com.

HOW DO I  PARTICIPATE?  In the  enclosed  documents,  you will  find a Letter of
Transmittal which you must complete,  sign and return to Heather Sisler, Manager
of Corporate  Services,  3 New York Plaza,  New York,  NY 10004 by no later than
11:59 p.m.,  Friday,  September  14,  2001.  You must  provide  the  information
requested  in this letter for each grant you want to tender in  accordance  with
this offer. If you wish to reject this offer, please complete that form instead.

WHAT HAPPENS IF MY LETTER OF  TRANSMITTAL  IS NOT RECEIVED BY THE  DEADLINE?  If
your Letter of  Transmittal is not received or if you do not send it in, it will
be deemed that you have not  accepted  the Offer to Exchange  and your  original
options will remain in effect at the original price.

WHERE CAN I FIND  INFORMATION  ABOUT MY CURRENT  GRANT?  AST StockPlan  provides
information about your grants on its website located at www.aststockplan.com.

WILL I HAVE TO ACCEPT A NEW GRANT AGREEMENT?  No. All optionees who tender their
current  grants will be deemed to have  automatically  accepted  the new grants,
provided they meet the current employee status.

WHAT IF I STILL HAVE QUESTIONS? If you still have questions, please feel free to
contact Heather Sisler, Manager of Corporate Services, at (212) 981-9429.

                                           Sincerely,



                                           Kevin M. O'Kane
                                           President and Chief Executive Officer