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.

                                    * * * * *


                                      -4-

      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


                                      -5-