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): December 18, 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

Item 5. Other Events and Regulation FD Disclosure.

      On December 18, 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 December 18, 2003.

                                    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: December 18, 2003

EX-99.1

Exhibit 99.1

                 LEXENT STOCKHOLDERS APPROVE MERGER AGREEMENT


NEW YORK, DECEMBER 18, 2003 - Lexent Inc. (OTCBB: LXNT), an infrastructure
services provider delivering a full spectrum of design, program management and
deployment services in some of the nation's largest metropolitan markets, today
announced after its special meeting of stockholders that Lexent's stockholders
approved the merger agreement with LX Merger Corp. pursuant to which Lexent 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. In addition, Lexent's stockholders approved the amendment to Lexent's
charter, which will allow Lexent's stockholders to act by written consent.

Kevin M. O'Kane, Lexent's Chief Executive Officer and Vice Chairman stated, "We
are pleased with the results of the voting, and are working to satisfy all
conditions to the closing of the transaction. Subject to those conditions, we
expect to close the transaction with LX Merger Corp. by year end."

ABOUT LEXENT INC.

Leveraging more than fifty years of experience, Lexent (OTCBB: 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, Washington D.C., Long Island, and the states of New Jersey and
Florida. 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 within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended,, which may be identified by the use
of words such as "believes", "anticipates", "expects", "intends", "will",
"expects", 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 Annual
Report on Form 10-K for the year ended December 31, 2002 and other SEC filings,
including the Company's definitive proxy statement dated November 20, 2003.

Contact:

     Noah Franzblau of Lexent Inc., +1-212-981-0700



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