8-K

                       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): March 3, 2003

                                   LEXENT INC.
               (Exact Name of Registrant as Specified in Charter)

   Delaware                         000-31105                    13-3990223
(State Or Other                    (Commission                 (IRS Employer
Jurisdiction Of                    File Number)              Identification No.)
 Incorporation)

                              Three New York Plaza
                            New York, New York 10004
                            ------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code (212) 981-0700


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Item 5. Other Events and Regulation FD Disclosure.

      On March 3, 2003, Lexent Inc. disseminated a press release which is being
filed with this Current Report on Form 8-K as Exhibit 99.1

Item 7. Financial Statements and Exhibits.

      (c) Exhibits

      99.1 Press release dated March 3, 2003.


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                                    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.

                                         LEXENT INC.

                                         By: /s/ Hugh J. O'Kane Jr.
                                            ----------------------------
                                                 Hugh J. O'Kane Jr.
                                                 Chairman

Date: March 4, 2003


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EX-99.1

Exhibit 99.1

CONTACT:
Susan Burns
Citigate Sard Verbinnen
212-687-8080
sburns@sardverb.com

                     LEXENT RETAINS INVESTMENT BANKING FIRM

                       TO EVALUATE MANAGEMENT BUYOUT OFFER

NEW YORK, MARCH 3, 2003 - Lexent Inc. (Nasdaq: LXNT), an infrastructure services
provider delivering a full spectrum of design, program management and deployment
services in the nation's largest metropolitan markets, today announced that it
has retained Rodman & Renshaw Inc., a New York based investment banking firm, to
assist Lexent in analyzing and evaluating the previously announced offer from a
management group, led by Hugh J. O'Kane, Jr., Lexent's Chairman, and Kevin
O'Kane, Lexent's Vice Chairman and Chief Executive, to purchase all outstanding
shares of common stock of the Company, other than those owned by the buying
group, at $1.25 per share. In addition to advising Lexent, Rodman & Renshaw has
been retained to render an opinion as to the fairness, from a financial point of
view, of the proposed offer to Lexent's stockholders. Rodman & Renshaw was
selected by a management committee comprised of Lexent's Chief Financial Officer
and General Counsel, neither of whom is a member of the buying group.

ABOUT LEXENT INC.

Leveraging more than fifty years of experience, Lexent (Nasdaq: LXNT) is an
infrastructure services company that designs, deploys and maintains fiber optic,
electrical and life safety systems for telecommunications carriers and
enterprise organizations in some of the largest national metropolitan markets.
Supporting the above offerings, Lexent provides a full spectrum of project
management and specialized maintenance services to utility, telecommunications,
real estate, government and large enterprise customers. The Company has offices
in New York, Boston, Washington D.C, Philadelphia, Miami, Long Island, White
Plains, and the state of New Jersey. For additional information on the Company,
see Lexent's web site at http://www.lexent.net.

FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995, which
may be identified by the use of words such as "believes", "anticipates",
"expects", "intends", and other similar expressions. These statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those anticipated. These risks are more fully outlined in the
Company's registration statement on Form S-1 and other reports filed with the
Securities and Exchange Commission.

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