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): November 5, 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 November 5, 2003, Lexent Inc. and LX Merger Corp. entered into a First
Amendment to Agreement and Plan of Merger in order to extend to December 31,
2003 the termination date under the Agreement and Plan of Merger, dated as of
July 9, 2003, by and between LX Merger Corp. and Lexent Inc., pursuant to which
Lexent Inc. will become a private company owned entirely by Hugh J. O'Kane, Jr.,
Lexent's Chairman, and Kevin M. O'Kane, Lexent's Chief Executive Officer and
Vice Chairman.

Item 7. Financial Statements and Exhibits.

      (c) Exhibits

      2.1 First Amendment to Agreement and Plan of Merger, dated as of November
5, 2003, by and between LX Merger Corp. and Lexent Inc.


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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/ Noah Franzblau
                                                   Noah Franzblau
                                                   Secretary and General Counsel

                                              Date:  November 11, 2003


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EX-2.1

Exhibit 2.1

                 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

      This First Amendment to Agreement and Plan of Merger, entered into as of
November 5, 2003, (this "Amendment"), is between LX Merger Corp., a Delaware
corporation (the "Purchaser"), and Lexent Inc., a Delaware corporation (the
"Company").

                                 R E C I T A L S

      WHEREAS, the Agreement and Plan of Merger, dated as of July 9, 2003 (the
"Merger Agreement"), was entered into by the Purchaser and the Company.

      WHEREAS, Section 7.04 of the Merger Agreement provides that the Purchaser
and the Company may, by their written agreement, amend the Merger Agreement.

      WHEREAS, the Purchaser and the Company desire to amend the Merger
Agreement as provided in this Agreement for the purpose of amending Section
7.01(f).

      NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and for the other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged.

      1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement.

      2. Amendment to Section 7.01(f) of the Merger Agreement. Section 7.01(f)
of the Merger Agreement is hereby amended by deleting "November 15, 2003" and
replacing it with "December 31, 2003".

      3. Effectiveness. Except as modified hereby, the Merger Agreement shall
remain in full force and effect and is ratified in all respects. On and after
the effectiveness of this Amendment, each reference in the Merger Agreement to
"this Agreement," "hereunder," "hereof," "herein" or words of like import, and
each reference to the Merger Agreement in any other agreements, documents or
instruments executed and delivered pursuant to the Merger Agreement shall mean
and be a reference to the Merger Agreement, as amended by this Amendment.

      4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      5. Incorporation of Terms. This Amendment shall be construed in accordance
with provisions contained in Section 9 of the Merger Agreement and such
provisions are hereby incorporated by reference as though expressly set forth
herein.

                                    * * * * *


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      IN WITNESS WHEREOF, the Purchaser and the Company hereto have executed
this Amendment as of the date first above written.

                                         LX MERGER CORP.


                                         By:  /s/ Kevin M. O'Kane
                                         Name:  Kevin M. O'Kane
                                         Title:  Vice President

                                         LEXENT INC.


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


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