Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                                   LEXENT INC.
            (Exact name of Registrant as specified in its charter)
Delaware                                                13-3990223
(State or other                                         (I.R.S. employer
jurisdiction of                                          identification number)
incorporation or
organization)                 Three New York Plaza
                            New York, New York 10004
                    (Address of Principal Executive Offices)
                                  ------------

              Lexent Inc. and its Subsidiaries Amended and Restated
           Stock Option and Restricted Stock Purchase Plan, as amended
                  Lexent Inc. 2001 Employee Stock Purchase Plan
                            (Full title of the plans)

                                 ------------

                            SIDNEY A. SAYOVITZ, ESQ.
                    Senior Vice President and General Counsel
                                   Lexent Inc.
                              Three New York Plaza
                            New York, New York 10004
                                 (212) 981-0700
(Name, address and telephone number, including area code, of agent for service)
                                  ------------

                                   Copies to:
                          JOSHUA A. LEUCHTENBURG, ESQ.
                  Reboul, MacMurray, Hewitt, Maynard & Kristol
                              45 Rockefeller Plaza
                              New York, N. Y. 10111

                         CALCULATION OF REGISTRATION FEE
===============================================================================

                                              Proposed    Proposed
                                              maximum     maximum
                              Amount          offering    aggregate   Amount of
Title of securities           to be           price per   offering    registra-
to be registered              registered (1)  share       price       tion fee
--------------------------------------------------------------------------------

Common Stock, $.001 par
value, issuable under
the Option Plan               1,200,000       $5.18(2)    $6,216,000

Common Stock, $.001 par
value, issuable under
the Purchase Plan             2,500,000       $4.40(3)    $11,000,000
--------------------------------------------------------------------------------

TOTAL:                                                    $17,216,000     $4,304
<PAGE>
(1)   This Registration Statement shall also cover any additional shares of
      Common Stock, $.001 par value ("Common Stock"), which become issuable by
      reason of any stock dividend, stock split, recapitalization or other
      similar transaction effected without the receipt of consideration and
      which results in an increase in the number of the outstanding shares of
      Common Stock.

(2)   With respect to the 1,200,000 shares of Common Stock to be registered
      under the Lexent Inc. and its Subsidiaries Amended and Restated Stock
      Option and Restricted Stock Purchase Plan, as amended (the "Option Plan"),
      the estimated Proposed Maximum Offering Price Per Share was determined
      pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
      "Securities Act"), to be the average of the high and low price reported by
      the National Market System of the National Association of Securities
      Dealers Automated Quotation System ("NASDAQ") as of a date (May 30, 2001)
      within 5 business days prior to filing this Registration Statement, which
      average was $5.18 per share.

(3)   With respect to the 2,500,000 shares of Common Stock to be registered
      under the Lexent Inc. 2001 Employee Stock Purchase Plan (the "Purchase
      Plan"), the estimated Proposed Maximum Offering Price Per Share was
      determined pursuant to Rule 457(h) under the Securities Act to be an
      amount equal to the average of the high and low price reported by the
      National Market System of NASDAQ as of a date (May 30, 2001) within 5
      business days prior to filing this Registration Statement, multiplied by
      85%, which is the percentage of the trading purchase price applicable to
      purchases under the Purchase Plan. Such amount was $4.40 per share.
<PAGE>
                                EXPLANATORY NOTE

          This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), and relates to the Registrant's Common Stock, $.001 par value
("Common Stock"), offered pursuant to the Registrant's Amended and Restated
Stock Option and Restricted Stock Purchase Plan, as amended (the "Option Plan"),
and 2001 Employee Stock Purchase Plan (the "Purchase Plan").


          The 1,200,000 shares of Common Stock registered hereunder to be
offered pursuant to the Option Plan are additional shares authorized to be
issued pursuant to that plan by the Registrant's Board of Directors on December
18, 2000, and by the Registrant's stockholders on May 3, 2001. The 8,700,000
shares originally authorized under the Option Plan were registered pursuant to
the Registration Statement No. 333-45052 filed on September 1, 2000.

          The 2,500,000 shares of Common Stock registered hereunder to be
offered to the Purchase Plan were authorized to be issued pursuant to that plan
by the Registrant's Board of Directors on February 13, 2001, and by the
Registrant's stockholders on May 3, 2001. No shares issued pursuant to the
Purchase Plan have been registered previously.

                                     PART I

          Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference to this Registration
Statement:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

          (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2001;

          (c) The description of securities to be registered contained in the
Registrant's Registration Statement on Form 8-A, filed on July 27, 2000; and

          (d) All documents filed or subsequently filed by the Registrant with
the Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities described herein have been sold or
which deregisters all securities then remaining unsold, are incorporated by
reference.


ITEM 4.   Description of Securities.

          Not applicable.


ITEM 5.   Interests of Named Experts and Counsel.

          Not applicable.

<PAGE>

ITEM 6.   Indemnification of Directors and Officers.

          The Company's Second Amended and Restated Certificate of Incorporation
(the "Restated Certificate") and Bylaws provide that the Company shall indemnify
to the fullest extent authorized by the Delaware General Corporation Law
("DGCL"), each person who is involved in any litigation or other proceeding
because such person is or was a director or officer of the Company or is or was
serving as an officer or director of another entity at the request of the
Company, against all expense, loss or liability reasonably incurred or suffered
in connection therewith. The Restated Certificate and Bylaws provide that the
right to indemnification includes the right to be paid expenses incurred in
defending any proceeding in advance of its final disposition; provided, however,
that such advance payment will only be made upon delivery to the Company of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced if it is ultimately determined that such director is not entitled to
indemnification. If the Company does not pay a proper claim for indemnification
in full within 60 days after a written claim for such indemnification is
received by the Company, the Restated Certificate and Restated Bylaws authorize
the claimant to bring an action against the Company and prescribe what
constitutes a defense to such action.

          Section 145 of the DGCL permits a corporation to indemnify any
director or officer of the corporation against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding brought by reason of
the fact that such person is or was a director or officer of the corporation,
and, with respect to any criminal action or proceeding, if he or she had no
reason to believe his or her conduct was unlawful. If a derivative action,
(i.e., one brought by or on behalf of the corporation), indemnification may be
made only for expenses, actually and reasonably incurred by any director or
officer in connection with the defense or settlement of such an action or suit,
if such person acted in good faith and in a manner that he reasonably believed
to be in, or not opposed to, the best interests of the corporation, except that
no indemnification shall be made if such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine that the defendant is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.

          Pursuant to Section 102(b)(7) of the DGCL, the Restated Certificate
eliminates the liability of a director to the corporation or its stockholders
for monetary damages for such breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) from acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, or (iv) from any transaction from which the
director derived an improper personal benefit.

          The Company has primary and excess insurance policies insuring the
directors and officers of the Company against certain liabilities that they may
incur in their capacity as directors and officers. Under such policies, the
insurers, on behalf of the Company, may also pay amounts for which the Company
has granted indemnification to the directors or officers.

          For information regarding the Company's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 below.


ITEM 7.   Exemption from Registration Claimed.

          The securities that are to be reoffered or resold pursuant to this
registration statement were issued to employees of the Company pursuant to
employee benefit plans maintained by the Company in transactions that were
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereto and/or Rule 701 thereunder.


ITEM 8.   Exhibits.

     4.1  Lexent Inc. and its Subsidiaries Amended and Restated Stock Option
and Restricted Stock Purchase Plan, as amended

     4.2  Lexent Inc. 2001 Employee Stock Purchase Plan
<PAGE>
     5.1  Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol

     23.1 Consent of PricewaterhouseCoopers LLP, independent accountant

     23.2 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (see
          Exhibit 5.1)

     24.1 Power of Attorney  (see Signature Page)


ITEM 9.   Undertakings.

     a)   The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i)   To include any prospectus required by section
                          10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement; and

                    (iii) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of

<PAGE>

appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

<PAGE>
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that its has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of New York, State of New York, on this
30th day in May.

                                          LEXENT INC.


                                          By: /s/ KEVIN M. O'KANE
                                              ---------------------
                                          Kevin M. O'Kane
                                          Vice Chairman, President and Chief
                                            Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

          We the undersigned officers and directors of Lexent Inc., hereby
severally constitute and appoint Kevin M. O'Kane and Hugh J. O'Kane, and each of
them singly (with full power to each of them to act alone), our true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement (or any other Registration Statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities held on the dates indicated.

Signatures                   Title                            Date


 /s/ KEVIN M. O'KANE         President and Chief Executive    May 30, 2001
---------------------------  Officer (Principal executive
Kevin M. O'Kane              officer); Vice Chairman

/s/ JONATHAN H. STERN
---------------------------  Chief Financial Officer          May 30, 2001
Jonathan H. Stern            (Principal financial and
                             accounting officer)

/s/ HUGH J. O'KANE, JR.
---------------------------  Chairman                         May 30, 2001
Hugh J. O'Kane, Jr.

/s/ WALTER C. TEAGLE III
---------------------------  Executive Vice President and     May 30, 2001
Walter C. Teagle III         Director

/s/ PETER O. CRISP
---------------------------  Director                         May 30, 2001
Peter O. Crisp

<PAGE>
/s/ L. WHITE MATTHEWS III
---------------------------  Director                         May 30, 2001
L. White Matthews III

/s/ RICHARD W. SMITH
---------------------------  Director                         May 30, 2001
Richard W. Smith


---------------------------  Director                         May   , 2001
Richard L. Schwob


                                  EXHIBIT INDEX

Exhibit   Description

4.1       Lexent Inc. and its Subsidiaries Amended and Restated Stock
          Option and Restricted Stock Purchase Plan, as amended

4.2       Lexent Inc. 2001 Employee Stock Purchase Plan

5.1       Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol

23.1      Consent of PricewaterhouseCoopers LLP, independent accountant

23.2      Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (see
          Exhibit 5.1)

24.1      Power of Attorney  (see Signature Page)
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{"company-data": {"conformed-name": "LEXENT INC", "cik": "0001105503", "assigned-sic": "7385", "irs-number": "133990223", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61958", "film-number": "1651681"}, "business-address": {"street1": "3 NEW YORK PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10004", "phone": "2129810700"}, "mail-address": {"street1": "3 NEW YORK PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10004"}}
Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                                   LEXENT INC.
            (Exact name of Registrant as specified in its charter)
Delaware                                                13-3990223
(State or other                                         (I.R.S. employer
jurisdiction of                                          identification number)
incorporation or
organization)                 Three New York Plaza
                            New York, New York 10004
                    (Address of Principal Executive Offices)
                                  ------------

              Lexent Inc. and its Subsidiaries Amended and Restated
           Stock Option and Restricted Stock Purchase Plan, as amended
                  Lexent Inc. 2001 Employee Stock Purchase Plan
                            (Full title of the plans)

                                 ------------

                            SIDNEY A. SAYOVITZ, ESQ.
                    Senior Vice President and General Counsel
                                   Lexent Inc.
                              Three New York Plaza
                            New York, New York 10004
                                 (212) 981-0700
(Name, address and telephone number, including area code, of agent for service)
                                  ------------

                                   Copies to:
                          JOSHUA A. LEUCHTENBURG, ESQ.
                  Reboul, MacMurray, Hewitt, Maynard & Kristol
                              45 Rockefeller Plaza
                              New York, N. Y. 10111

                         CALCULATION OF REGISTRATION FEE
===============================================================================

                                              Proposed    Proposed
                                              maximum     maximum
                              Amount          offering    aggregate   Amount of
Title of securities           to be           price per   offering    registra-
to be registered              registered (1)  share       price       tion fee
--------------------------------------------------------------------------------

Common Stock, $.001 par
value, issuable under
the Option Plan               1,200,000       $5.18(2)    $6,216,000

Common Stock, $.001 par
value, issuable under
the Purchase Plan             2,500,000       $4.40(3)    $11,000,000
--------------------------------------------------------------------------------

TOTAL:                                                    $17,216,000     $4,304
(1)   This Registration Statement shall also cover any additional shares of
      Common Stock, $.001 par value ("Common Stock"), which become issuable by
      reason of any stock dividend, stock split, recapitalization or other
      similar transaction effected without the receipt of consideration and
      which results in an increase in the number of the outstanding shares of
      Common Stock.

(2)   With respect to the 1,200,000 shares of Common Stock to be registered
      under the Lexent Inc. and its Subsidiaries Amended and Restated Stock
      Option and Restricted Stock Purchase Plan, as amended (the "Option Plan"),
      the estimated Proposed Maximum Offering Price Per Share was determined
      pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
      "Securities Act"), to be the average of the high and low price reported by
      the National Market System of the National Association of Securities
      Dealers Automated Quotation System ("NASDAQ") as of a date (May 30, 2001)
      within 5 business days prior to filing this Registration Statement, which
      average was $5.18 per share.

(3)   With respect to the 2,500,000 shares of Common Stock to be registered
      under the Lexent Inc. 2001 Employee Stock Purchase Plan (the "Purchase
      Plan"), the estimated Proposed Maximum Offering Price Per Share was
      determined pursuant to Rule 457(h) under the Securities Act to be an
      amount equal to the average of the high and low price reported by the
      National Market System of NASDAQ as of a date (May 30, 2001) within 5
      business days prior to filing this Registration Statement, multiplied by
      85%, which is the percentage of the trading purchase price applicable to
      purchases under the Purchase Plan. Such amount was $4.40 per share.
EXPLANATORY NOTE

          This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), and relates to the Registrant's Common Stock, $.001 par value
("Common Stock"), offered pursuant to the Registrant's Amended and Restated
Stock Option and Restricted Stock Purchase Plan, as amended (the "Option Plan"),
and 2001 Employee Stock Purchase Plan (the "Purchase Plan").

          The 1,200,000 shares of Common Stock registered hereunder to be
offered pursuant to the Option Plan are additional shares authorized to be
issued pursuant to that plan by the Registrant's Board of Directors on December
18, 2000, and by the Registrant's stockholders on May 3, 2001. The 8,700,000
shares originally authorized under the Option Plan were registered pursuant to
the Registration Statement No. 333-45052 filed on September 1, 2000.

          The 2,500,000 shares of Common Stock registered hereunder to be
offered to the Purchase Plan were authorized to be issued pursuant to that plan
by the Registrant's Board of Directors on February 13, 2001, and by the
Registrant's stockholders on May 3, 2001. No shares issued pursuant to the
Purchase Plan have been registered previously.

                                     PART I

          Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference to this Registration
Statement:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

          (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2001;

          (c) The description of securities to be registered contained in the
Registrant's Registration Statement on Form 8-A, filed on July 27, 2000; and

          (d) All documents filed or subsequently filed by the Registrant with
the Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities described herein have been sold or
which deregisters all securities then remaining unsold, are incorporated by
reference.

ITEM 4.   Description of Securities.

          Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

          Not applicable.
ITEM 6.   Indemnification of Directors and Officers.

          The Company's Second Amended and Restated Certificate of Incorporation
(the "Restated Certificate") and Bylaws provide that the Company shall indemnify
to the fullest extent authorized by the Delaware General Corporation Law
("DGCL"), each person who is involved in any litigation or other proceeding
because such person is or was a director or officer of the Company or is or was
serving as an officer or director of another entity at the request of the
Company, against all expense, loss or liability reasonably incurred or suffered
in connection therewith. The Restated Certificate and Bylaws provide that the
right to indemnification includes the right to be paid expenses incurred in
defending any proceeding in advance of its final disposition; provided, however,
that such advance payment will only be made upon delivery to the Company of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced if it is ultimately determined that such director is not entitled to
indemnification. If the Company does not pay a proper claim for indemnification
in full within 60 days after a written claim for such indemnification is
received by the Company, the Restated Certificate and Restated Bylaws authorize
the claimant to bring an action against the Company and prescribe what
constitutes a defense to such action.

          Section 145 of the DGCL permits a corporation to indemnify any
director or officer of the corporation against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding brought by reason of
the fact that such person is or was a director or officer of the corporation,
and, with respect to any criminal action or proceeding, if he or she had no
reason to believe his or her conduct was unlawful. If a derivative action,
(i.e., one brought by or on behalf of the corporation), indemnification may be
made only for expenses, actually and reasonably incurred by any director or
officer in connection with the defense or settlement of such an action or suit,
if such person acted in good faith and in a manner that he reasonably believed
to be in, or not opposed to, the best interests of the corporation, except that
no indemnification shall be made if such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine that the defendant is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.

          Pursuant to Section 102(b)(7) of the DGCL, the Restated Certificate
eliminates the liability of a director to the corporation or its stockholders
for monetary damages for such breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) from acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, or (iv) from any transaction from which the
director derived an improper personal benefit.

          The Company has primary and excess insurance policies insuring the
directors and officers of the Company against certain liabilities that they may
incur in their capacity as directors and officers. Under such policies, the
insurers, on behalf of the Company, may also pay amounts for which the Company
has granted indemnification to the directors or officers.

          For information regarding the Company's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 below.

ITEM 7.   Exemption from Registration Claimed.

          The securities that are to be reoffered or resold pursuant to this
registration statement were issued to employees of the Company pursuant to
employee benefit plans maintained by the Company in transactions that were
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereto and/or Rule 701 thereunder.

ITEM 8.   Exhibits.

     4.1  Lexent Inc. and its Subsidiaries Amended and Restated Stock Option
and Restricted Stock Purchase Plan, as amended

     4.2  Lexent Inc. 2001 Employee Stock Purchase Plan
5.1  Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol

     23.1 Consent of PricewaterhouseCoopers LLP, independent accountant

     23.2 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (see
          Exhibit 5.1)

     24.1 Power of Attorney  (see Signature Page)

ITEM 9.   Undertakings.

     a)   The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i)   To include any prospectus required by section
                          10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement; and

                    (iii) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that its has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of New York, State of New York, on this
30th day in May.

                                          LEXENT INC.

                                          By: /s/ KEVIN M. O'KANE
                                              ---------------------
                                          Kevin M. O'Kane
                                          Vice Chairman, President and Chief
                                            Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

          We the undersigned officers and directors of Lexent Inc., hereby
severally constitute and appoint Kevin M. O'Kane and Hugh J. O'Kane, and each of
them singly (with full power to each of them to act alone), our true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement (or any other Registration Statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities held on the dates indicated.

Signatures                   Title                            Date

 /s/ KEVIN M. O'KANE         President and Chief Executive    May 30, 2001
---------------------------  Officer (Principal executive
Kevin M. O'Kane              officer); Vice Chairman

/s/ JONATHAN H. STERN
---------------------------  Chief Financial Officer          May 30, 2001
Jonathan H. Stern            (Principal financial and
                             accounting officer)

/s/ HUGH J. O'KANE, JR.
---------------------------  Chairman                         May 30, 2001
Hugh J. O'Kane, Jr.

/s/ WALTER C. TEAGLE III
---------------------------  Executive Vice President and     May 30, 2001
Walter C. Teagle III         Director

/s/ PETER O. CRISP
---------------------------  Director                         May 30, 2001
Peter O. Crisp
/s/ L. WHITE MATTHEWS III
---------------------------  Director                         May 30, 2001
L. White Matthews III

/s/ RICHARD W. SMITH
---------------------------  Director                         May 30, 2001
Richard W. Smith

---------------------------  Director                         May   , 2001
Richard L. Schwob

                                  EXHIBIT INDEX

Exhibit   Description

4.1       Lexent Inc. and its Subsidiaries Amended and Restated Stock
          Option and Restricted Stock Purchase Plan, as amended

4.2       Lexent Inc. 2001 Employee Stock Purchase Plan

5.1       Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol

23.1      Consent of PricewaterhouseCoopers LLP, independent accountant

23.2      Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (see
          Exhibit 5.1)

24.1      Power of Attorney  (see Signature Page)