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
                            (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       registration
to be registered         registered     share(2)     price          fee
--------------------------------------------------------------------------------

Common Stock, $.001
    par value            8,700,000 (1)   $11.62      $101,094,000   $26,690


================================================================================

(1)  Represents the maximum number of shares of common stock, par value $.001
     per share ("Common Stock") that have been or may be issued under the Lexent
     Inc. and its Subsidiaries Amended and Restated Stock Option and Restricted
     Stock Purchase Plan (the "Plan") as of the date hereof. Such maximum number
     of shares is subject to adjustment in certain events pursuant to the Plan.
     Accordingly, pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement covers, in addition to the number of shares shown in
     the table above, an indeterminate number of shares which may be subject to
     grant or otherwise issuable after the operation of the provisions of the
     Plan governing such adjustments.

<PAGE>


(2)  This  calculation  is  made  solely  for the  purpose  of  determining  the
     registration  fee  pursuant  to the  provisions  of Rule  457(h)  under the
     Securities Act as follows:  (i) in the case of shares of Common Stock which
     may be purchased  pursuant to stock purchase rights or upon the exercise of
     outstanding  options  which  have  heretofore  been  granted,  the  fee  is
     calculated  on the basis of the price at which  the  rights/options  may be
     exercised;  and  (ii) in the case of  shares  of  Common  Stock  for  which
     rights/options  have  not yet  been  granted  and the  price  of  which  is
     therefore  unknown,  or, in the case of  additional  securities  which have
     previously been issued and are offered for resale, the fee is calculated on
     the basis of the  average of the high and low sale  prices per share of the
     Common Stock on the National  Market System of the National  Association of
     Securities Dealers Automated Quotation System (NASDAQ) as of a date (August
     30,  2000)  within 5  business  days  prior  to  filing  this  Registration
     Statement.

================================================================================


<PAGE>

                                EXPLANATORY NOTE

          This  Registration  Statement has been prepared in accordance with the
requirements  of Form S-8 under the  Securities  Act, to register  shares of our
common stock,  $.001 par value per share,  issuable  pursuant to the Plan. Under
cover of this Form S-8 is our reoffer  prospectus  prepared in  accordance  with
Part I of Form S-3 under the  Securities  Act. Our reoffer  prospectus  has been
prepared  pursuant  to  Instruction  C of  Form  S-8,  in  accordance  with  the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed  basis in the future of up to an aggregate  4,828,125
"restricted  securities"  which  have been  issued  prior to the  filing of this
Registration  Statement,  and  "control  securities"  which  have been or may be
issued, pursuant to our stock option plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   Plan Information

          We  will  send  or  give  the  documents  containing  the  information
specified in Part 1 of Form S-8 to employees as specified by the  Securities and
Exchange  Commission  Rule 428(b)(1) under the Securities Act. We do not need to
file these  documents  with the Commission  either as part of this  Registration
Statement or as  prospectuses  or prospectus  supplements  under Rule 424 of the
Securities Act.


ITEM 2.   Registrant Information and Employee Plan Annual Information

          Lexent Inc., a Delaware  corporation,  will furnish  without charge to
each  person  to whom the  reoffer  prospectus  is  delivered,  upon the oral or
written  request  of  such  person,  a copy  of  any  and  all of the  documents
incorporated  by reference  (other than  exhibits to such  documents).  Requests
should be directed to the attention of Sidney A. Sayovitz at Lexent Inc.,  Three
New York Plaza, New York, New York 10004, telephone no. 212 981-0700.




<PAGE>


                               REOFFER PROSPECTUS



                        4,828,125 SHARES OF COMMON STOCK


                                   Lexent Inc.
                              Three New York Plaza
                            New York, New York 10004
                                 (212) 981-0700



          This  reoffer  prospectus  relates to  4,828,125  shares of the common
stock of  Lexent  Inc.  which may be  offered  and  resold  from time to time by
selling stockholders identified in this prospectus for their own accounts. It is
anticipated  that  the  selling  stockholders  will  offer  shares  for  sale at
prevailing  prices on the Nasdaq Stock Market Inc.'s National Market on the date
of sale.  We will  receive  no part of the  proceeds  from sales made under this
reoffer prospectus. The selling stockholders will bear all sales commissions and
similar  expenses.  Any other  expenses  incurred by us in  connection  with the
registration  and  offering  and not borne by the selling  stockholders  will be
borne by us.

          Each selling  stockholder and any broker  executing  selling orders on
behalf of them may be deemed to be an  "underwriter"  within the  meaning of the
Securities Act, in which event commissions received by such broker may be deemed
to be underwriting commissions under the Securities Act.

          Our common stock is traded on the Nasdaq Stock Market Inc.'s  National
Market under the symbol "LXNT." On August 30, 2000, the last reported sale price
of our common stock on such market was $26.06 per share.

          This  investment  involves  a high  degree of risk.  Please  see "Risk
Factors" beginning on page 4.

          Neither  the  Securities   and  Exchange   Commission  nor  any  state
securities  commission  has  approved  or  disapproved  of these  securities  or
determined  whether  this  reoffer  prospectus  is  truthful  or  complete.  Any
representation to the contrary is a criminal offense.






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

            The date of this reoffer prospectus is September 1, 2000


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




<PAGE>

                                TABLE OF CONTENTS

     Summary............................................................3
     Risk Factors.......................................................4
     Use of Proceeds...................................................12
     Selling Stockholders..............................................13
     Plan of Distribution..............................................16
     Legal Matters.....................................................16
     Experts...........................................................16
     Incorporation of Certain Documents By Reference...................17
     Where You Can Find More Information...............................17














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

          You should only rely on the  information  incorporated by reference or
provided in this reoffer  prospectus or any  supplement.  We have not authorized
anyone else to provide you with different  information.  The common stock is not
being  offered  in any state  where the offer is not  permitted.  You should not
assume that the  information  in this reoffer  prospectus  or any  supplement is
accurate  as of any  date  other  than the  date on the  front  of this  reoffer
prospectus.






<PAGE>

                                     SUMMARY

          Lexent  Inc.  is  an   independent   provider  of   outsourced   local
telecommunications  network services for established and emerging communications
companies,  including  competitive  local exchange  carriers,  Internet  service
providers  and  carriers'  carriers.  Our  principal  focus  is to  provide  the
expertise and resources our customers  need to build and connect their  networks
to other local and long  distance  carriers  and to  individual  end users.  Our
complete,  local solution  allows our customers to outsource all or a portion of
the design,  deployment,  upgrading and maintenance of their networks. To ensure
the  reliability of these  networks,  we provide  services 24 hours a day, seven
days a week.  Our largest  customers  include  Level 3  Communications,  Winstar
Communications, MCI Worldcom, AT&T and Metromedia Fiber Network.

          In our  customers'  competitive  environment  where speed to market is
key, our outsourced solution provides the critical,  often scarce resources that
our customers need. We have the technical expertise,  local knowledge and highly
skilled  workforce  that enable us to design,  deploy and upgrade local wireless
and wireline  networks more quickly and  efficiently  than many of our customers
could  themselves.  We are  technology  and vendor  independent,  enabling us to
install,  upgrade  and  maintain  equipment  from any  major  telecommunications
equipment manufacturer. Over the past three years, we have successfully expanded
our  operations  from  the New York  City  metropolitan  area to  other  cities,
including Baltimore, Boston, Newark, Philadelphia, Stamford and Washington, D.C.
We plan to continue expanding with our customers into other metropolitan  areas,
including Atlanta, Chicago, Dallas, Los Angeles, Miami and San Jose.

          We deliver a broad range of services to our  customers,  enabling them
to use Lexent instead of multiple vendors.  Our services are designed to improve
our  customers'  competitive  position  through  efficient  design,  deployment,
upgrading and maintenance of their networks.  We develop long term relationships
with our customers by providing  responsive,  reliable and high quality service,
which we believe results in repeat  revenues from our customers.  Our outsourced
solution includes the following services:

               DESIGN,  ENGINEERING AND PROGRAM  MANAGEMENT  SERVICES.  We
          design and engineer  entire local  telecommunications  networks.  This
          includes fiber and fixed wireless  infrastructure and interconnections
          to other  carriers  that enable our  customers to connect end users to
          their  networks.  We coordinate  the entire  process,  from  planning,
          designing,  permitting,  accessing  buildings  and  rights-of-way,  to
          supervising the installation of a customer's network.

               NETWORK  DEPLOYMENT  SERVICES.  We  deploy  local   telecommuni-
          cations  networks and Internet  infrastructure,  including fiber optic
          networks,  local fiber rings,  fixed  wireless and digital  subscriber
          line  systems.  We deploy and test  equipment  inside  central  office
          facilities  and end  user  locations.  For  our  fiber  optic  network
          customers,  we install  and test fiber optic cable over the last mile,
          from fiber networks to end users. For our fixed wireless customers, we
          install  line-of-sight  antennas,  radios and equipment connecting the
          radios to wireline networks. For digital subscriber line customers, we
          install  DSL  equipment   inside   incumbent  local  exchange  carrier
          co-location facilities.

               NETWORK UPGRADE AND MAINTENANCE  SERVICES. We provide ongoing
          services to our customers, which include daily maintenance,  upgrading
          and adding  equipment,  installing  new access  lines,  testing  fiber
          connections  and  telecommunications  equipment and laying  additional
          fiber to increase  network  capacity.  Our  maintenance  and emergency
          restoration services are provided 24 hours a day, seven days a week.

          Our principal  executive  offices are located at Three New York Plaza,
New York, New York 10004. Our telephone number is (212) 981-0700.


                                       3

<PAGE>



                                  RISK FACTORS

          You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common stock.

We may not be able to hire or retain a sufficient number of qualified engineers,
managers,  technicians  and other  employees  to sustain  our  growth,  meet our
contractual commitments or maintain the quality of our services.

          Our future  success  will  depend on our ability to attract and retain
additional  highly  skilled  engineering,  managerial  and technical  personnel.
Competition  for  such  personnel  is  intense,  especially  for  engineers  and
qualified    technicians   with   expertise   designing   and   building   local
telecommunications  networks, and some major markets,  particularly the New York
metropolitan area, are experiencing labor shortages. We may be unable to attract
sufficiently  qualified personnel in adequate numbers to meet the demand for our
services.

Our business will not operate  efficiently and our results of operations will be
negatively affected if we are unable to manage our growth effectively.

          We are  experiencing a period of significant  expansion and anticipate
that  further  expansion  will be  required to address  potential  growth in the
demand for our new and  existing  services.  From  December 31, 1998 to June 30,
2000,  we  increased  our  number of  employees  from 415 to 1,055.  In order to
increase our revenues  significantly,  we need to hire a  substantial  number of
personnel in the near future,  including  program  management,  engineering  and
technical personnel.  The actual number of employees we will need to hire is not
determinable and may fluctuate significantly depending on the size and number of
new contracts we receive and any changes to the scope of our existing  projects.
We expect  this  expansion  to  continue  to place a  significant  strain on our
managerial, operational and financial resources.

         To manage the expected growth of our operations and personnel,  we will
be required to:

         o     improve  existing and  implement new  operational,  financial and
               management controls, reporting systems and procedures; and

         o     hire, integrate, train, motivate and manage employees.

          If we fail to address these issues our results of  operations  will be
negatively affected.

We expect our  quarterly  results to  fluctuate.  If we fail to meet revenue and
earnings estimates, our stock price could decline.

          Our quarterly and annual operating results may fluctuate in the future
due to a variety of factors, including:

         o     the timing and size of network deployment by our customers;

         o     product mix;

         o     fluctuations in demand for our services;

         o     reductions in the prices of services offered by our competitors;

         o     costs of integrating acquired technologies or businesses;


                                       4

<PAGE>


         o     telecommunications  market  conditions  and  economic  conditions
               generally;

         o     changes in the actual and estimated  costs and timing to complete
               unit-price, time-certain projects;

         o     the timing of expansion into new markets; and

         o     the identification,  timing and payments associated with possible
               acquisitions.

          Due to these  factors,  quarterly  revenues,  expenses  and results of
operations could vary significantly in the future. You should take these factors
into  account  when  evaluating  past  periods,  and,  because of the  potential
variability  due to these  factors,  you  should  not rely upon  results of past
periods as an indication of our future performance.  In addition,  the long-term
viability of our business could be negatively  impacted if there were a downward
trend in these  factors.  Because our operating  results may vary  significantly
from quarter to quarter based upon the factors described above,  results may not
meet the expectations of securities analysts and investors, and this could cause
the price of our common stock to decline significantly.

Our business is seasonal, exposing us to reduced revenue in the first quarter of
each year.

          We  experience  reduced  revenue  in the  first  quarter  of each year
relative to other  quarters.  We believe these  variations are partly due to the
fact that the  budgetary  years of our  customers  end in December and their new
budgets  may not be in place until well into the first  quarter.  We believe our
customers  sometimes  delay their work orders until their  budgets are in place.
The onset of winter also affects our ability to render certain network  services
that must be performed outdoors.

If the continued trend toward  outsourcing  telecommunications  network services
does not continue, our revenues may be negatively impacted.

          Our success is dependent on the continued  trend by competitive  local
exchange  carriers,  Internet  service  providers,  and  carriers'  carriers  to
outsource their network design, deployment,  upgrading and maintenance needs. If
these companies elect to perform more network  deployment  services  themselves,
our revenues may decline.

If the current growth in the deployment of telecommunications networks, wireless
systems and the Internet does not continue, our revenues may decline.

          The   telecommunications,   Internet   and   wireless   communications
industries have  experienced a dramatic rate of growth both in the United States
and internationally.  If the rate of growth slows in any of these industries and
our customers reduce their capital  investments in  infrastructure or technology
or fail to expand into new geographic areas, our revenues may decline.

If our  customers do not receive  sufficient  financing,  the  deployment of new
telecommunications  networks will be delayed and our revenues will be negatively
impacted.

          A significant  portion of our revenue is generated from communications
companies  seeking to deploy and expand their networks.  Some of these customers
and other  potential  customers are new  companies  with limited or no operating
histories  and  limited  financial   resources.   These  customers  must  obtain
significant  financing to fund  operations and deploy their  networks.  If these
companies fail to receive adequate  financing,  particularly after we have begun
working with them, our results of operations may be harmed.


                                       5

<PAGE>


Many of our service  agreements  may be canceled on short notice,  and we may be
unsuccessful in replacing our service  agreements  when they expire;  failure to
replace those service agreements may cause our revenues to decline.

          We could  experience a material  adverse  effect on our  revenue,  net
income and liquidity if:

         o     our customers cancel a significant number of service agreements;

         o     we fail to renew a  significant  number of our  existing  service
               agreements upon their expiration; or

         o     we complete the required work under a  significant  number of our
               non-recurring  projects  and  cannot  replace  them with  similar
               projects.

          Many of our customers may cancel our service  agreements  with them on
short  notice,  typically  less than seven  days,  even if we are not in default
under the agreement.

Our master service agreements do not assure us revenue and a decline in the work
our  customers  assign to us under these  agreements  could cause a  significant
decrease in our revenues.

          We currently  derive a  significant  portion of our revenue  under our
master service agreements, which primarily serve as pricing arrangements with no
revenue  guarantees.  A significant  decline in the work our customers assign us
under our master service  agreements  could  materially and adversely affect our
revenue and net income.  Under our master service  agreements,  we may be one of
several companies that perform services for the customer, and our customers have
no obligations  under our master  service  agreements to undertake any work with
us.

Increased regulation of the telecommunications  industry could negatively affect
our results of operations.

          Regulation  of the  telecommunications  industry is changing  rapidly,
with ongoing effects on our opportunities,  competition and other aspects of our
business.  The regulatory  environment varies substantially from state to state.
Generally, we must obtain and maintain certificates of authority from regulatory
bodies  in most  states  where  we  offer  services.  In  addition,  some of our
customers are subject to extensive regulation,  which could adversely affect the
expected  benefits  of our  arrangements  with them.  We cannot  assure you that
future regulatory,  judicial or legislative  activities will not have a material
adverse effect on us.

          Our  operations  are also  subject to a variety of federal,  state and
local  and  foreign  environmental,  safety  and  health  laws and  governmental
regulations.  We  cannot  assure  you that we have  been or will be in  complete
compliance  with  these laws and  regulations  or that we will not be exposed to
claims or actions that could have a material  adverse effect on our company.  We
cannot  assure  you  that we will not be  liable  for any  contamination  at the
numerous  sites  leased  by us in  connection  with our  operations  or that any
liabilities  in  connection  with this  contamination  will not have a  material
adverse effect on our results of operations.

A loss of one or more of our key customers or delays in project  timing for such
customers could cause a significant decrease in our revenues.

          We have  derived,  and  believe  that we will  continue  to derive,  a
significant  portion of our revenues  from a limited  number of  customers.  For
example,  for the year ended December 31, 1999, we derived  approximately 26% of
our revenues from our largest  customer,  approximately 13% of our revenues from
another  customer  and  approximately  8% of  our  revenues  from  each  of  two
additional  customers.  The services required by any one customer can be limited


                                       6

<PAGE>


by  a  number  of  factors,  including  industry  consolidation,   technological
developments,  economic slowdown and internal budget constraints. As a result of
these factors,  the volume of work performed for specific customers is likely to
vary from period to period,  and a major  customer in one period may not require
our  services in a  subsequent  period.  Accordingly,  we cannot be certain that
present  or  future   customers  will  not  terminate   their  network   service
arrangements  with us or  significantly  reduce or delay  their  contracts.  Any
termination,   change,  reduction  or  delay  in  our  projects  could  cause  a
significant decrease in our revenues.

Our operating  results may suffer because of competition in the network services
industry.

          The network  services market is highly  competitive and fragmented and
is served by numerous  companies.  Many of these competitors have  significantly
greater financial,  technical and marketing resources, generate greater revenues
and have greater name recognition and experience than us.

          We  believe  that the  principal  competitive  factors  in our  market
include quality and responsiveness of service, industry experience,  reputation,
the ability to deliver  results on time and  competitive  pricing.  In addition,
expertise in new and evolving technologies has become increasingly important. We
also  believe our ability to compete  depends on a number of factors  outside of
our control, including:

         o     the prices at which others offer competitive services;

         o     the  ability  and  willingness  of  our  competitors  to  finance
               customers' projects on favorable terms;

         o     the ability of our customers to perform the services  themselves;
               and

         o     the extent of our competitors' responsiveness to customer needs.

          We may not be able to  compete  effectively  on these or other  bases,
and, as a result, our revenues or income may decline.

Our  business may be harmed if our new service  offerings  do not gain  customer
acceptance.

          Part of our strategy is to generate  increased  revenues by developing
new service offerings for our customers. These new services may not be favorably
received  by  customers,  may not  generate  significant  revenues or may not be
offered in a cost-effective  or timely manner.  If we are unable to successfully
expand our service offerings, our business may be harmed.

We must  keep  pace with  rapid  technological  change,  market  conditions  and
industry developments to maintain or grow our revenues.

          The  market for  network  system  design,  deployment,  upgrading  and
maintenance   services  is  characterized  by  rapid  change  and  technological
improvements.  Our future  success will depend in part on our ability to enhance
our current service offerings to keep pace with  technological  developments and
to address increasingly  sophisticated  customer needs. We may not be successful
in developing and marketing in a timely manner service offerings that respond to
the  technological  advances by others and our  services may not  adequately  or
competitively  address  the  needs of the  changing  marketplace.  If we are not
successful  in responding in a timely  manner to  technological  change,  market
conditions and industry developments, our revenues may decline.

Our business  operations could be significantly  disrupted if we lose members of
our management team.

          Our  success  depends  to a  significant  degree  upon  the  continued
contributions of our executive  officers,  both individually and as a group. Our
future performance will be substantially  dependent on our ability to retain and
motivate  them.  The  loss of the  services  of any of our  executive  officers,


                                       7

<PAGE>


particularly Hugh O'Kane, Jr., our Chairman, Alf Hansen, our President and Chief
Executive  Officer,  or Kevin  O'Kane,  our Vice  Chairman  and Chief  Operating
Officer, could prevent us from executing our business strategy.

Our  success is  dependent  on the  ability of our new  management  team to work
together.

          A number of the members of our senior  management team,  including Alf
Hansen, our President and Chief Executive Officer, Charles Christ, our Executive
Vice  President in charge of sales and  marketing,  Victor DeJoy,  our Executive
Vice President in charge of design, engineering and program management services,
Joseph Haines,  our Executive  Vice  President in charge of network  deployment,
upgrade and maintenance  services,  Nancy Huson, our Executive Vice President in
charge of corporate development, and Sidney Sayovitz, our Senior Vice President,
Secretary and General Counsel, have been with our company for only a few months.
Given their limited  experience  with our company and working with other members
of our  management  team, it is possible that these  officers will not integrate
well into our business. Their failure to integrate well would have a significant
effect on our future success.

Strikes,  work stoppages and slowdowns by our employees would negatively  affect
our results of operations.

          We  currently  have  collective  bargaining  agreements  in place with
several local chapters of the International  Brotherhood of Electrical  Workers,
most of which expire within one year. These agreements cover  approximately  68%
of our  1,055  employees.  We  cannot  assure  you that our  relations  with our
unionized workforce will remain positive or that our workforce will not initiate
a strike,  work  stoppage or slowdown in the future.  In the event of such a job
action, our business would be negatively  affected and we cannot be sure that we
would be able to adequately meet the needs of our customers.

Our  results  of  operations  may be  negatively  affected  if we  increase  our
personnel in anticipation of a project and  underutilize  our personnel  because
such project is delayed, reduced or terminated.

          If we increase  our  personnel in  anticipation  of a project and such
project is delayed,  reduced or terminated,  we may underutilize this additional
personnel,  which would  increase  our general and  administrative  expenses and
could negatively affect our results of operations.

We may not be  successful  in our efforts to  identify,  complete  or  integrate
acquisitions.

          Our failure to manage risks  associated with  acquisitions  could harm
our business.  A component of our business strategy is to expand our presence in
new or existing  markets.  One way we may choose to  accomplish  this task is to
acquire  additional  businesses.  We may  not be able to  identify,  acquire  or
profitably manage additional  businesses or integrate  successfully any acquired
businesses without substantial expense,  delay or other operational or financial
problems. Acquisitions involve a number of risks, including:

         o     diversion of management's attention;

         o     difficulty in  integrating  and absorbing the acquired  business,
               its  employees,   corporate   culture,   managerial  systems  and
               processes and services;

         o     failure to retain key personnel and employee turnover;

         o     customer dissatisfaction or performance problems with an acquired
               firm;

         o     assumption of unknown liabilities; and

         o     other unanticipated events or circumstances.


                                       8


<PAGE>

We may encounter  potential costs or claims resulting from project  performance,
which could negatively affect our results of operations.

          Many of our engagements  involve  projects that are significant to the
operations  of our  customers'  businesses.  Our  failure  to meet a  customer's
expectations  in the planning or  implementation  of a project or the failure of
unrelated third party vendors to meet project completion  deadlines could damage
our  reputation  and adversely  affect our ability to attract new  business.  We
frequently  undertake  projects  in which we  guarantee  performance  based upon
defined operating  specifications or guaranteed  delivery dates.  Unsatisfactory
performance or unanticipated  difficulties or delays in completing such projects
may result in a direct reduction in payments to us, or payment of damages by us,
which could negatively affect our results of operations.

The  consolidation of competitive  local exchange  carriers and Internet service
providers could impact our business by creating competitive pressures that could
reduce our revenues.

          Recently,  the  telecommunications  industry has been characterized by
significant  consolidation  activity.  This  consolidation may lead to a greater
ability among competitive local exchange carriers and Internet service providers
to provide a broad range of network services, and could simplify integration and
installation,  which  may  lead to a  reduction  in  demand  for  our  services.
Moreover,  the consolidation of competitive local exchange carriers and Internet
service providers could have the effect of reducing the number of our current or
potential  customers  which  could  result  in  increased  bargaining  power for
competitive  local  exchange  carriers  and  Internet  service  providers.  This
potential  increase in  bargaining  power  could  create  competitive  pressures
whereby  a  particular  customer  may  request  our  exclusivity  with them in a
particular market.  Accordingly, we may not be able to represent those customers
who wish to retain our services on an exclusive basis.

A portion of our revenue is accounted  for on a  percentage-of-completion  basis
which could cause our quarterly results to fluctuate.

          A portion of our revenue is derived from  fixed-price  contracts which
are   accounted   for   on   a   percentage-of-completion   basis.   Under   the
percentage-of-completion  method,  in each period we recognize  expenses as they
are  incurred  and we  recognize  revenue  based on a  comparison  of the  costs
incurred for each project to our currently  estimated total costs to be incurred
for the  project.  Accordingly,  the  revenue we  recognize  in a given  quarter
depends on the costs we have  incurred for  individual  projects and our current
estimate of the total remaining costs to complete individual projects. If in any
period we  significantly  increase our estimate of the total costs to complete a
project,  we may recognize very little or no additional  revenue with respect to
that project. As a result, our gross margin in such period and in future periods
may be  significantly  reduced  and in some  cases  we may  recognize  a loss on
individual projects prior to their completion.  To the extent that our estimates
fluctuate  over  time or differ  from  actual  requirements,  gross  margins  in
subsequent quarters may vary significantly from our estimates.

Our executive  officers and directors and their affiliates control 79.18% of our
common  stock and, as a result,  are able to exercise  control  over all matters
requiring stockholder approval.

          Prior to this offering, our executive officers and directors and their
affiliates  beneficially  own,  in the  aggregate,  approximately  79.18% of our
outstanding common stock. In particular,  Hugh O'Kane, the Chairman of the Board
of Directors,  and Kevin O'Kane, the Vice Chairman of the Board of Directors and
Chief  Operating  Officer,  beneficially  own, in the  aggregate,  approximately
51.35% of our outstanding common stock. As a result, these stockholders are able
to exercise control over all matters requiring stockholder  approval,  including
the election of directors and approval of  significant  corporate  transactions,
which may have the effect of delaying or preventing a third party from acquiring
control over us. These  transactions  may include those that other  stockholders
deem to be in their best interests and in which those other  stockholders  might
otherwise receive a premium for their shares over their current prices.


                                       9

<PAGE>


Our stock price may be particularly volatile because of the industry we are in.

          The stock market in general has recently experienced extreme price and
volume fluctuations.  In addition, the market prices of securities of technology
and  telecommunications   companies  have  been  extremely  volatile,  and  have
experienced  fluctuations that have often been unrelated to or  disproportionate
to the operating performance of such companies.  These broad market fluctuations
could adversely affect the price of our common stock.

We have broad discretion to use the proceeds of our recently  completed  initial
public  offering and our  investment of those proceeds may not yield a favorable
return.

          Most of the net  proceeds of our  recently  completed  initial  public
offering  are  not  allocated  for  specific  uses.  Our  management  has  broad
discretion  to spend the  proceeds  in ways with  which you may not  agree.  The
failure of our  management  to apply these  funds  effectively  could  result in
unfavorable  returns.  This could harm our business and could cause the price of
our common stock to decline.

Provisions in our charter documents and Delaware law may make it difficult for a
third party to acquire  our  company  and could  depress the price of our common
stock.

          Delaware  corporate  law  and  our  second  restated   certificate  of
incorporation and bylaws contain provisions that could delay, defer or prevent a
change in control of our company or our management.  These provisions could also
discourage  proxy  contests  and  make it  more  difficult  for  you  and  other
stockholders to elect directors and take other corporate  actions.  As a result,
these  provisions could limit the price that investors are willing to pay in the
future for shares of our common stock. These provisions include:

         o     creating a classified board of directors;

         o     authorizing the board of directors to issue additional  preferred
               stock;

         o     prohibiting cumulative voting in the election of directors;

         o     limiting   the   persons  who  may  call   special   meetings  of
               stockholders;

         o     prohibiting stockholder action by written consent; and

         o     establishing  advance notice  requirements  for  nominations  for
               election to the board of directors or for proposing  matters that
               can be acted on by stockholders at stockholder meetings.

          We are also subject to certain  provisions of Delaware law which could
delay, deter or prevent us from entering into an acquisition,  including Section
203  of the  Delaware  General  Corporation  Law,  which  prohibits  a  Delaware
corporation  from  engaging  in  a  business   combination  with  an  interested
stockholder unless specific conditions are met.

There may not be an active market for our common  stock,  making it difficult to
sell the stock you purchase.

          Before our initial public offering, there was no public market for our
common stock.  We cannot assure you that an active trading market for our common
stock will be sustained. We cannot assure you that the price of our common stock
available in the public  market will reflect our actual  financial  performance.
Our stock price  could be volatile  and could drop  unexpectedly.  Further,  the
market price of our common stock may decline below the initial  public  offering
price.


                                       10

<PAGE>


Future  sales of our common stock held by current  stockholders  may depress our
stock price.

          Sales of a  substantial  number of shares of common  stock by  current
stockholders  in the public  market  could cause the market  price of our common
stock to decline.  We currently  have  outstanding  40,955,350  shares of common
stock. Of these shares,  6,457,741 shares are freely tradeable and an additional
34,228,234  shares will be eligible for sale in the public market  beginning 180
days after the date of this reoffer  prospectus subject to compliance with Rules
144, 144(k) or 701.




                                       11


<PAGE>



                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This reoffer prospectus contains forward-looking statements that
involve risks and uncertainties. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "except," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," the
negative of such terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially. In evaluating
these statements, you should specifically consider various factors, including
the risks described above and in other parts of this prospectus. These factors
may cause our actual results to differ materially from any forward-looking
statement. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements.


                                 USE OF PROCEEDS

          We will not  receive  any of the  proceeds  from the sale of shares of
common stock by the selling stockholders.




                                       12


<PAGE>

                              SELLING STOCKHOLDERS

          The selling stockholders acquired or will acquire beneficial ownership
of all shares to be  registered  under this  reoffer  prospectus  through  stock
options granted under the Lexent Inc. and its Subsidiaries  Amended and Restated
Stock Option and Restricted  Stock Purchase Plan. The following  table shows the
names of the  selling  stockholders,  the  number  of  shares  of  common  stock
beneficially  owned by such stockholder and the number of shares of common stock
that they may sell from time to time under this reoffer prospectus.

          We may amend or supplement  this reoffer  prospectus from time to time
in the future to update or change this list of selling  stockholders  and shares
which may be resold.

<TABLE>

                                                                                                    Percentage of Shares
                                                                  Number of                         Beneficially Owned(4)
                                          Number of Shares     Shares Subject                     -------------------------
                                            Beneficially        to Options(3)         Shares         Before         After
Selling Stockholder (1)                       Owned(2)             ----------       Registered      Offering       Offering
-----------------------                       -------                               ----------      --------       --------
<S>                                             <C>                   <C>               <C>            <C>            <C>

Kevin M. O'Kane                            12,605,539(5)             60,000          60,000           30.73%        30.69%
Hugh J. O'Kane, Jr.                        10,505,539(6)             60,000          60,000           25.61         25.57
Alf T. Hansen                                 815,624(7)            997,500       1,245,000            1.94             *
Walter C. Teagle III                          414,688(8)            202,500         483,000(26)        1.01             *
Peter O. Crisp                                 48,750(9)             37,500          37,500               *             *
L. White Matthews                              51,042(10)            75,000          75,000               *             *
Richard L. Schwob                              18,750(11)            37,500          37,500               *             *
Charles T. Christ                              81,759(12)           375,000         375,000               *             *
Victor P. DeJoy                               150,000(13)           519,000         519,000               *             *
Joseph Haines                                 150,000(14)           375,000         525,000(27)           *             *
Nancy T. Huson                                 94,750(15)           375,000         375,000               *             *
Jonathan H. Stern                             176,875(16)           330,000         330,000               *             *
Sidney A. Sayovitz                              4,500(17)           250,000         250,000               *             *
Kenneth Connors                                11,875(18)            19,375          10,625               *             *
Joseph Conroy                                  45,938(19)            74,375          30,626               *             *
Dan Corbett                                    65,625(20)           100,000          50,000               *             *
Stanislav Cotek                                 6,563(21)             9,063           5,937               *             *
George Garcia                                  49,219(22)            79,688          32,813               *             *
William Harmon                                 98,438(23)           159,375          65,625               *             *
Joseph Nappi                                   65,625(24)           106,251          43,749               *             *
Salvatore Toscano                              52,500(25)            90,000          30,000               *             *
Bessemer Trust Company, N.A.                  118,500                     0         118,500(28)           *             *
   630 Fifith Ave.
   New York, NY 10111
Frank DeJoy                                     6,000                     0           6,000(29)           *            *
   10 Jenny Lane
   Wayne, NJ 07470
Michele Haines                                 67,500                     0          67,500(30)           *            *
   15 Shirley Lane
   West Babylon, New York 11704
Rifat K. Haffar                                93,750                     0          93,750               *            *
   5501 Seminary Road, Unit 512 S
   Falls Church, VA 22041

</TABLE>
-----------------
*    Represents beneficial ownership of less than 1%.

(1)  Unless  otherwise  indicated,  the address for each person or entity  named
     above is c/o Lexent Inc., Three New York Plaza, New York, New York 10004.


                                       13


<PAGE>


(2)  Represents  shares owned  beneficially  by the named  individual or entity,
     including  shares that such  individual  or entity has the right to acquire
     within 60 days of the date of this  reoffer  prospectus.  Unless  otherwise
     noted,  all persons  referred to above have sole voting and sole investment
     power.

(3)  Includes  shares of our  common  stock  underlying  options  granted to the
     selling   stockholders   under  our  stock  option  plan,  whether  or  not
     exercisable  as of,  or  within  sixty  days of,  the date of this  reoffer
     prospectus.

(4)  Based on an aggregate  40,955,350  shares  outstanding  on the date of this
     reoffer prospectus.

(5)  Mr.  O'Kane is the Vice  Chairman of our board of  directors  and our Chief
     Operating  Officer.  Includes 19,095 shares subject to options  exercisable
     within 60 days of the date of this reoffer prospectus, an aggregate 600,000
     shares held in trust for Kevin  O'Kane's  children for which Mr.  O'Kane is
     co-trustee and 2,100,000  shares held in trust for Hugh O'Kane's family for
     which Mr. O'Kane is co-trustee.

(6)  Mr.  O'Kane is the  Chairman  of our board of  directors.  Includes  19,095
     shares  subject to options  exercisable  within 60 days of the date of this
     reoffer  prospectus,  an  aggregate  600,000  shares held in trust for Hugh
     O'Kane's  children for which Mr. O'Kane is co-trustee and 2,100,000  shares
     held in trust for Hugh  O'Kane's  family  for which  Mr.  O'Kane's  wife is
     co-trustee.

(7)  Mr. Hansen is our President and Chief Executive Officer and a member of our
     board of directors.  Includes 225,624 shares subject to options exercisable
     within 60 days of the date of this reoffer  prospectus  and 322,500  shares
     held in trust for Mr.  Hansen's  children  for which Mr.  Hansen's  wife is
     co-trustee.

(8)  Mr.  Teagle is an Executive  Vice  President of our company and a member of
     our  board  of  directors.   Includes  42,188  shares  subject  to  options
     exercisable  within  60 days of the  date of this  reoffer  prospectus  and
     118,500 shares held in trust for Mr. Teagle's children (including 31,500 of
     such shares held by a trust for which Mr. Teagle is co-trustee).

(9)  Mr. Crisp is a member of our board of  directors.  Includes  18,750  shares
     subject to options  exercisable  within 60 days of the date of this reoffer
     prospectus.

(10) Mr. Matthews is a member of our board of directors.  Includes 13,542 shares
     subject to options  exercisable  within 60 days of the date of this reoffer
     prospectus.

(11) Mr. Schwob is a member of our board of directors. All shares are subject to
     options exercisable within 60 days of the date of this reoffer prospectus.

(12) Mr.  Christ  is our  Executive  Vice  President  in  charge  of  sales  and
     marketing.  Includes 75,000 shares subject to options exercisable within 60
     days of the date of this reoffer prospectus.


                                       14


<PAGE>


(13) Mr.  DeJoy is our  Executive  Vice  President  in  charge  of  engineering.
     Includes  144,000 shares subject to options  exercisable  within 60 days of
     the date of this reoffer  prospectus and an aggregate  6,000 shares held in
     trust for Mr. DeJoy's children.

(14) Mr. Haines is our Executive  Vice  President in charge of  operations.  All
     shares are held in various trusts for members of Mr. Haines's  family,  for
     each of  which  Mr.  Haines  and Mr.  Haines'  wife,  Michele  Haines,  are
     co-trustees.

(15) Ms.  Huson  is  our  Executive   Vice  President  in  charge  of  corporate
     development.  Includes 93,750 shares subject to options  exercisable within
     60 days of the date of this reoffer prospectus.

(16) Mr. Stern is our  Executive  Vice  President and Chief  Financial  Officer.
     Includes  171,875 shares subject to options  exercisable  within 60 days of
     the date of this reoffer prospectus.

(17) Mr. Sayovitz is our Senior Vice President, Secretary and General Counsel.

(18) Includes  10,625 shares  subject to options  within 60 days of this reoffer
     prospectus.

(19) Includes  15,312 shares  subject to options  within 60 days of this reoffer
     prospectus.

(20) Includes  15,625 shares  subject to options  within 60 days of this reoffer
     prospectus.

(21) Includes  626  shares  subject to  options  within 60 days of this  reoffer
     prospectus.

(22) Includes  16,406 shares  subject to options  within 60 days of this reoffer
     prospectus.

(23) Includes  32,813 shares  subject to options  within 60 days of this reoffer
     prospectus.

(24) Includes  21,876 shares  subject to options  within 60 days of this reoffer
     prospectus.

(25) Includes  22,500 shares  subject to options  within 60 days of this reoffer
     prospectus.

(26) Mr. Teagle is offering 31,500 of these shares as trustee for a trust in the
     name of one of his children.

(27) Mr.  Haines is offering  67,500 of these shares as  co-trustee  for various
     trusts in the name of members of the Haines family.

(28) Bessemer  Trust is  offering  these  shares as  trustee or  co-trustee  for
     various trusts in the names of Walter C. Teagle III's children.

(29) Frank DeJoy is offering these shares as trustee for two trusts in the names
     of Victor P. DeJoy's children.

(30) Ms.  Haines,  the wife of  Joseph  Haines,  is  offering  these  shares  as
     co-trustee for various trusts in the name of members of the Haines family.



                                       15

<PAGE>


                              PLAN OF DISTRIBUTION

          The selling  stockholders may, from time to time, elect to sell all or
a portion of the shares  offered under this  prospectus  in the Nasdaq  National
Market.  Sales are  anticipated  to be made at prices  prevailing  in the Nasdaq
National Market at the times of such sales.  The selling  stockholders  may also
make private sales directly or through a broker or brokers, who may act as agent
or principal.  Further,  they may choose to dispose of the shares  offered under
this  prospectus  by gift to a third party or as a donation to a  charitable  or
other non-profit entity. In connection with any sales, the selling  stockholders
and any  brokers  participating  in such sales may be deemed to be  underwriters
within the  meaning  of the  Securities  Act.  The  amount of  securities  to be
reoffered or resold by means of this reoffer prospectus, by each person, and any
other person with whom he or she is acting in concert for the purpose of selling
our  securities,  may not  exceed,  during any three  month  period,  the amount
specified in Rule 144(e) under the Securities Act.

          Any  broker-dealer  participating  in such  transactions  as agent may
receive  commissions from the selling  stockholders (and, if such broker acts as
agent  for the  purchaser  of such  shares,  from  such  purchaser).  Usual  and
customary   brokerage   fees   will  be  paid  by  the   selling   stockholders.
Broker-dealers  may agree  with them to sell a  specified  number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal any
unsold shares at the price required to fulfill the  broker-dealer  commitment to
them.  Broker-dealers who acquire shares as principal may thereafter resell such
shares from time to time in  transactions  (which may involve  crosses and block
transactions  and which may involve sales to and through  other  broker-dealers,
including  transactions  of the nature  described  above) in the Nasdaq National
Market or any other over the counter market or stock exchange,  if any, in which
our shares are traded, in negotiated  transactions or otherwise at market prices
prevailing at the time of sale or at negotiated  prices,  and in connection with
such  resales  may pay to or receive  commissions  from the  purchasers  of such
shares.

          We have advised the selling  stockholders  that the  anti-manipulation
rules of Regulation M under the Securities and Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the selling  stockholders
and  their  affiliates.  In  addition,  we will  make  copies  of  this  reoffer
prospectus  available to the selling  stockholders and have informed them of the
possible need for delivery of copies of this reoffer prospectus to purchasers on
or prior to sales of the shares  offered  under  this  reoffer  prospectus.  The
selling  stockholders  may  indemnify any  broker-dealer  that  participates  in
transactions  involving  the sale of the  shares  against  certain  liabilities,
including  liabilities arising under the Securities Act. Any commissions paid or
any  discounts  or  concessions  allowed  to any such  broker,  and any  profits
received  on the  resale  of  such  shares,  may be  deemed  to be  underwriting
discounts and  commissions  under the Securities Act if any such  broker-dealers
purchase shares as principal.

          Any securities  covered by this reoffer  prospectus  which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.

          There can be no assurance that the selling  stockholders will sell any
or all of the shares of common stock offered under this reoffer prospectus.



                                  LEGAL MATTERS

          The  validity of the common stock  offered  hereby will be passed upon
for us by Reboul, MacMurray, Hewitt, Maynard & Kristol, New York, New York.


                                     EXPERTS

          The consolidated financial statements as of December 31, 1999 and 1998
and for each of the three years in the period ended  December 31, 1999,  and the
related financial statement schedule  incorporated in this reoffer prospectus by


                                       16

<PAGE>


reference from our Registration Statement No. 333-30660 on Form S-1 have been so
included in reliance on the report of  PricewaterhouseCoopers  LLP,  independent
accountants,  which is  incorporated  herein  by  reference,  and  have  been so
incorporated  in  reliance  upon the  reports  of such  firm  given  upon  their
authority as experts in accounting and auditing.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following  documents  filed by us with the Securities and Exchange
Commission  are  incorporated  herein  by  reference  except to the  extent  any
statement  or  information  therein is  modified,  superseded  or  replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

               o    our Registration Statement on Form S-1 effective on July 27,
                    2000 (SEC File No. 333-30660);

               o    our  Post-Effective  Amendment  No.  1 to  the  Registration
                    Statement filed on July 31, 2000;

               o    our Quarterly  Report on Form 10-Q for the period ended June
                    30, 2000;

               o    the  description  of our common  stock,  par value $.001 per
                    share,  contained in Item 1 of our Registration Statement on
                    Form 8-A filed on July 21, 2000; and

               o    all reports  and other  documents  subsequently  filed by us
                    pursuant  to  Sections  13(a),  13(c),  14 and  15(d) of the
                    Exchange  Act  prior  to  the  filing  of  a  post-effective
                    amendment which indicates that all securities offered hereby
                    have  been sold or which  deregisters  all  securities  then
                    remaining  unsold,  shall be  deemed to be  incorporated  by
                    reference  herein and to be a part  hereof  from the date of
                    the filing of such reports and documents.


               WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

          We  have  filed  with  the  Securities   and  Exchange   Commission  a
registration statement on Form S-8 under the Securities Act, with respect to the
common stock offered by this reoffer  prospectus.  As permitted by the rules and
regulations of the Commission,  this reoffer prospectus,  which is a part of the
registration  statement,  omits  certain  information,  exhibits,  schedules and
undertakings set forth in the registration  statement.  For further  information
pertaining to our company and the common stock offered hereby, reference is made
to such registration statement and the exhibits and schedules thereto. A copy of
the registration  statement may be inspected without charge at the office of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices  located at the  Northwestern  Atrium Center,  500 West Madison  Street,
Suite 1400,  Chicago,  Illinois 60661 and Seven World Trade Center,  13th Floor,
New  York,  New  York  10048.  Copies  of all or any  part  of the  registration
statement  may be  obtained  from  such  offices  upon the  payment  of the fees
prescribed  by the SEC. For further  information,  please call the SEC at 1-800-
SEC-0330.  In addition,  registration  statements and certain other filings made
with  the  Commission  through  its  Electronic  Data  Gathering,  Analysis  and
Retrieval  system,  including  our  registration  statement and all exhibits and
amendments to our registration  statements,  are publicly  available through the
Commission's website at http://www.sec.gov.

          We are subject to the  information  and reporting  requirements of the
Exchange Act and, in accordance  therewith,  will file periodic  reports,  proxy
statements and other information with the Securities and Exchange Commission.




                                       17

<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Company's  prospectus  dated July 27, 2000, filed pursuant to Rule
424(b)(4)  of the  Securities  Act,  and  quarterly  report on Form 10-Q for the
quarter ended June 30, 2000 are incorporated  herein by reference.  In addition,
all documents filed or  subsequently  filed by the Company under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, 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
("DECL"),  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  DECL  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 DECL,  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 DECL.,  or (iv) from any  transaction  from which the
director derived an improper personal benefit.


                                       18

<PAGE>


          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 (incorporated by reference to Exhibit
          10.1 to the Registrant's Registration Statement filed on Form S-1
          (Commission File No. 333-30660) which became effective on July 27,
          2000)

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

     23.1 Consent of PricewaterhouseCoopers LLP, independent auditors

     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.


                                       19

<PAGE>


          (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.




                                       20

<PAGE>

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  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 1st day of
September.

                                   LEXENT INC.


                                   By: /s/ Alf T. Hansen
                                      -----------------------------
                                        Alf T. Hansen
                                        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 Alf T. Hansen, 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/ Alf T. Hansen             President and Chief Executive    September 1, 2000
----------------------------  Officer (Principal executive
  Alf T. Hansen               officer); Director


/s/ Jonathan H. Stern         Chief Financial Officer          September 1, 2000
----------------------------  (Principal financial and
  Jonathan H. Stern           accounting officer)


/s/ Hugh J. O'Kane, Jr.       Chairman                         September 1, 2000
----------------------------
  Hugh J. O'Kane, Jr.


/s/ Kevin M. O'Kane           Vice Chairman and Chief          September 1, 2000
----------------------------  Operating Officer
  Kevin M. O'Kane


                                       21

<PAGE>


/s/ Walter C. Teagle III      Executive Vice President and     September 1, 2000
----------------------------  Director
Walter C. Teagle III


/s/ Peter O. Crisp            Director                         September 1, 2000
----------------------------
Peter O. Crisp


----------------------------  Director
Thomas W. Hallagan


/s/ L. White Matthews III
----------------------------  Director                         September 1, 2000
L. White Matthews III


/s/ Richard W. Smith
----------------------------  Director                         September 1, 2000
Richard W. Smith


----------------------------  Director
Richard L. Schwob


                                       22

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT        DESCRIPTION
-------        -----------

4.1            Lexent Inc. and its Subsidiaries Amended and Restated Stock
               Option and Restricted Stock Purchase Plan (incorporated by
               reference to Exhibit 10.1 to the Registrant's Registration
               Statement filed on Form S-1 (Commission File No. 333-30660) which
               became effective on July 27, 2000)

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

23.1           Consent of PricewaterhouseCoopers LLP, independent auditors

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

24.1           Power of Attorney  (see Signature Page)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 77328}]
{"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": "333-45052", "film-number": "715673"}, "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
                            (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       registration
to be registered         registered     share(2)     price          fee
--------------------------------------------------------------------------------

Common Stock, $.001
    par value            8,700,000 (1)   $11.62      $101,094,000   $26,690

================================================================================

(1)  Represents the maximum number of shares of common stock, par value $.001
     per share ("Common Stock") that have been or may be issued under the Lexent
     Inc. and its Subsidiaries Amended and Restated Stock Option and Restricted
     Stock Purchase Plan (the "Plan") as of the date hereof. Such maximum number
     of shares is subject to adjustment in certain events pursuant to the Plan.
     Accordingly, pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement covers, in addition to the number of shares shown in
     the table above, an indeterminate number of shares which may be subject to
     grant or otherwise issuable after the operation of the provisions of the
     Plan governing such adjustments.
(2)  This  calculation  is  made  solely  for the  purpose  of  determining  the
     registration  fee  pursuant  to the  provisions  of Rule  457(h)  under the
     Securities Act as follows:  (i) in the case of shares of Common Stock which
     may be purchased  pursuant to stock purchase rights or upon the exercise of
     outstanding  options  which  have  heretofore  been  granted,  the  fee  is
     calculated  on the basis of the price at which  the  rights/options  may be
     exercised;  and  (ii) in the case of  shares  of  Common  Stock  for  which
     rights/options  have  not yet  been  granted  and the  price  of  which  is
     therefore  unknown,  or, in the case of  additional  securities  which have
     previously been issued and are offered for resale, the fee is calculated on
     the basis of the  average of the high and low sale  prices per share of the
     Common Stock on the National  Market System of the National  Association of
     Securities Dealers Automated Quotation System (NASDAQ) as of a date (August
     30,  2000)  within 5  business  days  prior  to  filing  this  Registration
     Statement.

================================================================================
EXPLANATORY NOTE

          This  Registration  Statement has been prepared in accordance with the
requirements  of Form S-8 under the  Securities  Act, to register  shares of our
common stock,  $.001 par value per share,  issuable  pursuant to the Plan. Under
cover of this Form S-8 is our reoffer  prospectus  prepared in  accordance  with
Part I of Form S-3 under the  Securities  Act. Our reoffer  prospectus  has been
prepared  pursuant  to  Instruction  C of  Form  S-8,  in  accordance  with  the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed  basis in the future of up to an aggregate  4,828,125
"restricted  securities"  which  have been  issued  prior to the  filing of this
Registration  Statement,  and  "control  securities"  which  have been or may be
issued, pursuant to our stock option plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   Plan Information

          We  will  send  or  give  the  documents  containing  the  information
specified in Part 1 of Form S-8 to employees as specified by the  Securities and
Exchange  Commission  Rule 428(b)(1) under the Securities Act. We do not need to
file these  documents  with the Commission  either as part of this  Registration
Statement or as  prospectuses  or prospectus  supplements  under Rule 424 of the
Securities Act.

ITEM 2.   Registrant Information and Employee Plan Annual Information

          Lexent Inc., a Delaware  corporation,  will furnish  without charge to
each  person  to whom the  reoffer  prospectus  is  delivered,  upon the oral or
written  request  of  such  person,  a copy  of  any  and  all of the  documents
incorporated  by reference  (other than  exhibits to such  documents).  Requests
should be directed to the attention of Sidney A. Sayovitz at Lexent Inc.,  Three
New York Plaza, New York, New York 10004, telephone no. 212 981-0700.
REOFFER PROSPECTUS

                        4,828,125 SHARES OF COMMON STOCK

                                   Lexent Inc.
                              Three New York Plaza
                            New York, New York 10004
                                 (212) 981-0700

          This  reoffer  prospectus  relates to  4,828,125  shares of the common
stock of  Lexent  Inc.  which may be  offered  and  resold  from time to time by
selling stockholders identified in this prospectus for their own accounts. It is
anticipated  that  the  selling  stockholders  will  offer  shares  for  sale at
prevailing  prices on the Nasdaq Stock Market Inc.'s National Market on the date
of sale.  We will  receive  no part of the  proceeds  from sales made under this
reoffer prospectus. The selling stockholders will bear all sales commissions and
similar  expenses.  Any other  expenses  incurred by us in  connection  with the
registration  and  offering  and not borne by the selling  stockholders  will be
borne by us.

          Each selling  stockholder and any broker  executing  selling orders on
behalf of them may be deemed to be an  "underwriter"  within the  meaning of the
Securities Act, in which event commissions received by such broker may be deemed
to be underwriting commissions under the Securities Act.

          Our common stock is traded on the Nasdaq Stock Market Inc.'s  National
Market under the symbol "LXNT." On August 30, 2000, the last reported sale price
of our common stock on such market was $26.06 per share.

          This  investment  involves  a high  degree of risk.  Please  see "Risk
Factors" beginning on page 4.

          Neither  the  Securities   and  Exchange   Commission  nor  any  state
securities  commission  has  approved  or  disapproved  of these  securities  or
determined  whether  this  reoffer  prospectus  is  truthful  or  complete.  Any
representation to the contrary is a criminal offense.

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

            The date of this reoffer prospectus is September 1, 2000

                             -----------------
TABLE OF CONTENTS

     Summary............................................................3
     Risk Factors.......................................................4
     Use of Proceeds...................................................12
     Selling Stockholders..............................................13
     Plan of Distribution..............................................16
     Legal Matters.....................................................16
     Experts...........................................................16
     Incorporation of Certain Documents By Reference...................17
     Where You Can Find More Information...............................17

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

          You should only rely on the  information  incorporated by reference or
provided in this reoffer  prospectus or any  supplement.  We have not authorized
anyone else to provide you with different  information.  The common stock is not
being  offered  in any state  where the offer is not  permitted.  You should not
assume that the  information  in this reoffer  prospectus  or any  supplement is
accurate  as of any  date  other  than the  date on the  front  of this  reoffer
prospectus.
SUMMARY

          Lexent  Inc.  is  an   independent   provider  of   outsourced   local
telecommunications  network services for established and emerging communications
companies,  including  competitive  local exchange  carriers,  Internet  service
providers  and  carriers'  carriers.  Our  principal  focus  is to  provide  the
expertise and resources our customers  need to build and connect their  networks
to other local and long  distance  carriers  and to  individual  end users.  Our
complete,  local solution  allows our customers to outsource all or a portion of
the design,  deployment,  upgrading and maintenance of their networks. To ensure
the  reliability of these  networks,  we provide  services 24 hours a day, seven
days a week.  Our largest  customers  include  Level 3  Communications,  Winstar
Communications, MCI Worldcom, AT&T and Metromedia Fiber Network.

          In our  customers'  competitive  environment  where speed to market is
key, our outsourced solution provides the critical,  often scarce resources that
our customers need. We have the technical expertise,  local knowledge and highly
skilled  workforce  that enable us to design,  deploy and upgrade local wireless
and wireline  networks more quickly and  efficiently  than many of our customers
could  themselves.  We are  technology  and vendor  independent,  enabling us to
install,  upgrade  and  maintain  equipment  from any  major  telecommunications
equipment manufacturer. Over the past three years, we have successfully expanded
our  operations  from  the New York  City  metropolitan  area to  other  cities,
including Baltimore, Boston, Newark, Philadelphia, Stamford and Washington, D.C.
We plan to continue expanding with our customers into other metropolitan  areas,
including Atlanta, Chicago, Dallas, Los Angeles, Miami and San Jose.

          We deliver a broad range of services to our  customers,  enabling them
to use Lexent instead of multiple vendors.  Our services are designed to improve
our  customers'  competitive  position  through  efficient  design,  deployment,
upgrading and maintenance of their networks.  We develop long term relationships
with our customers by providing  responsive,  reliable and high quality service,
which we believe results in repeat  revenues from our customers.  Our outsourced
solution includes the following services:

               DESIGN,  ENGINEERING AND PROGRAM  MANAGEMENT  SERVICES.  We
          design and engineer  entire local  telecommunications  networks.  This
          includes fiber and fixed wireless  infrastructure and interconnections
          to other  carriers  that enable our  customers to connect end users to
          their  networks.  We coordinate  the entire  process,  from  planning,
          designing,  permitting,  accessing  buildings  and  rights-of-way,  to
          supervising the installation of a customer's network.

               NETWORK  DEPLOYMENT  SERVICES.  We  deploy  local   telecommuni-
          cations  networks and Internet  infrastructure,  including fiber optic
          networks,  local fiber rings,  fixed  wireless and digital  subscriber
          line  systems.  We deploy and test  equipment  inside  central  office
          facilities  and end  user  locations.  For  our  fiber  optic  network
          customers,  we install  and test fiber optic cable over the last mile,
          from fiber networks to end users. For our fixed wireless customers, we
          install  line-of-sight  antennas,  radios and equipment connecting the
          radios to wireline networks. For digital subscriber line customers, we
          install  DSL  equipment   inside   incumbent  local  exchange  carrier
          co-location facilities.

               NETWORK UPGRADE AND MAINTENANCE  SERVICES. We provide ongoing
          services to our customers, which include daily maintenance,  upgrading
          and adding  equipment,  installing  new access  lines,  testing  fiber
          connections  and  telecommunications  equipment and laying  additional
          fiber to increase  network  capacity.  Our  maintenance  and emergency
          restoration services are provided 24 hours a day, seven days a week.

          Our principal  executive  offices are located at Three New York Plaza,
New York, New York 10004. Our telephone number is (212) 981-0700.

                                       3
RISK FACTORS

          You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common stock.

We may not be able to hire or retain a sufficient number of qualified engineers,
managers,  technicians  and other  employees  to sustain  our  growth,  meet our
contractual commitments or maintain the quality of our services.

          Our future  success  will  depend on our ability to attract and retain
additional  highly  skilled  engineering,  managerial  and technical  personnel.
Competition  for  such  personnel  is  intense,  especially  for  engineers  and
qualified    technicians   with   expertise   designing   and   building   local
telecommunications  networks, and some major markets,  particularly the New York
metropolitan area, are experiencing labor shortages. We may be unable to attract
sufficiently  qualified personnel in adequate numbers to meet the demand for our
services.

Our business will not operate  efficiently and our results of operations will be
negatively affected if we are unable to manage our growth effectively.

          We are  experiencing a period of significant  expansion and anticipate
that  further  expansion  will be  required to address  potential  growth in the
demand for our new and  existing  services.  From  December 31, 1998 to June 30,
2000,  we  increased  our  number of  employees  from 415 to 1,055.  In order to
increase our revenues  significantly,  we need to hire a  substantial  number of
personnel in the near future,  including  program  management,  engineering  and
technical personnel.  The actual number of employees we will need to hire is not
determinable and may fluctuate significantly depending on the size and number of
new contracts we receive and any changes to the scope of our existing  projects.
We expect  this  expansion  to  continue  to place a  significant  strain on our
managerial, operational and financial resources.

         To manage the expected growth of our operations and personnel,  we will
be required to:

         o     improve  existing and  implement new  operational,  financial and
               management controls, reporting systems and procedures; and

         o     hire, integrate, train, motivate and manage employees.

          If we fail to address these issues our results of  operations  will be
negatively affected.

We expect our  quarterly  results to  fluctuate.  If we fail to meet revenue and
earnings estimates, our stock price could decline.

          Our quarterly and annual operating results may fluctuate in the future
due to a variety of factors, including:

         o     the timing and size of network deployment by our customers;

         o     product mix;

         o     fluctuations in demand for our services;

         o     reductions in the prices of services offered by our competitors;

         o     costs of integrating acquired technologies or businesses;

                                       4
o     telecommunications  market  conditions  and  economic  conditions
               generally;

         o     changes in the actual and estimated  costs and timing to complete
               unit-price, time-certain projects;

         o     the timing of expansion into new markets; and

         o     the identification,  timing and payments associated with possible
               acquisitions.

          Due to these  factors,  quarterly  revenues,  expenses  and results of
operations could vary significantly in the future. You should take these factors
into  account  when  evaluating  past  periods,  and,  because of the  potential
variability  due to these  factors,  you  should  not rely upon  results of past
periods as an indication of our future performance.  In addition,  the long-term
viability of our business could be negatively  impacted if there were a downward
trend in these  factors.  Because our operating  results may vary  significantly
from quarter to quarter based upon the factors described above,  results may not
meet the expectations of securities analysts and investors, and this could cause
the price of our common stock to decline significantly.

Our business is seasonal, exposing us to reduced revenue in the first quarter of
each year.

          We  experience  reduced  revenue  in the  first  quarter  of each year
relative to other  quarters.  We believe these  variations are partly due to the
fact that the  budgetary  years of our  customers  end in December and their new
budgets  may not be in place until well into the first  quarter.  We believe our
customers  sometimes  delay their work orders until their  budgets are in place.
The onset of winter also affects our ability to render certain network  services
that must be performed outdoors.

If the continued trend toward  outsourcing  telecommunications  network services
does not continue, our revenues may be negatively impacted.

          Our success is dependent on the continued  trend by competitive  local
exchange  carriers,  Internet  service  providers,  and  carriers'  carriers  to
outsource their network design, deployment,  upgrading and maintenance needs. If
these companies elect to perform more network  deployment  services  themselves,
our revenues may decline.

If the current growth in the deployment of telecommunications networks, wireless
systems and the Internet does not continue, our revenues may decline.

          The   telecommunications,   Internet   and   wireless   communications
industries have  experienced a dramatic rate of growth both in the United States
and internationally.  If the rate of growth slows in any of these industries and
our customers reduce their capital  investments in  infrastructure or technology
or fail to expand into new geographic areas, our revenues may decline.

If our  customers do not receive  sufficient  financing,  the  deployment of new
telecommunications  networks will be delayed and our revenues will be negatively
impacted.

          A significant  portion of our revenue is generated from communications
companies  seeking to deploy and expand their networks.  Some of these customers
and other  potential  customers are new  companies  with limited or no operating
histories  and  limited  financial   resources.   These  customers  must  obtain
significant  financing to fund  operations and deploy their  networks.  If these
companies fail to receive adequate  financing,  particularly after we have begun
working with them, our results of operations may be harmed.

                                       5
Many of our service  agreements  may be canceled on short notice,  and we may be
unsuccessful in replacing our service  agreements  when they expire;  failure to
replace those service agreements may cause our revenues to decline.

          We could  experience a material  adverse  effect on our  revenue,  net
income and liquidity if:

         o     our customers cancel a significant number of service agreements;

         o     we fail to renew a  significant  number of our  existing  service
               agreements upon their expiration; or

         o     we complete the required work under a  significant  number of our
               non-recurring  projects  and  cannot  replace  them with  similar
               projects.

          Many of our customers may cancel our service  agreements  with them on
short  notice,  typically  less than seven  days,  even if we are not in default
under the agreement.

Our master service agreements do not assure us revenue and a decline in the work
our  customers  assign to us under these  agreements  could cause a  significant
decrease in our revenues.

          We currently  derive a  significant  portion of our revenue  under our
master service agreements, which primarily serve as pricing arrangements with no
revenue  guarantees.  A significant  decline in the work our customers assign us
under our master service  agreements  could  materially and adversely affect our
revenue and net income.  Under our master service  agreements,  we may be one of
several companies that perform services for the customer, and our customers have
no obligations  under our master  service  agreements to undertake any work with
us.

Increased regulation of the telecommunications  industry could negatively affect
our results of operations.

          Regulation  of the  telecommunications  industry is changing  rapidly,
with ongoing effects on our opportunities,  competition and other aspects of our
business.  The regulatory  environment varies substantially from state to state.
Generally, we must obtain and maintain certificates of authority from regulatory
bodies  in most  states  where  we  offer  services.  In  addition,  some of our
customers are subject to extensive regulation,  which could adversely affect the
expected  benefits  of our  arrangements  with them.  We cannot  assure you that
future regulatory,  judicial or legislative  activities will not have a material
adverse effect on us.

          Our  operations  are also  subject to a variety of federal,  state and
local  and  foreign  environmental,  safety  and  health  laws and  governmental
regulations.  We  cannot  assure  you that we have  been or will be in  complete
compliance  with  these laws and  regulations  or that we will not be exposed to
claims or actions that could have a material  adverse effect on our company.  We
cannot  assure  you  that we will not be  liable  for any  contamination  at the
numerous  sites  leased  by us in  connection  with our  operations  or that any
liabilities  in  connection  with this  contamination  will not have a  material
adverse effect on our results of operations.

A loss of one or more of our key customers or delays in project  timing for such
customers could cause a significant decrease in our revenues.

          We have  derived,  and  believe  that we will  continue  to derive,  a
significant  portion of our revenues  from a limited  number of  customers.  For
example,  for the year ended December 31, 1999, we derived  approximately 26% of
our revenues from our largest  customer,  approximately 13% of our revenues from
another  customer  and  approximately  8% of  our  revenues  from  each  of  two
additional  customers.  The services required by any one customer can be limited

                                       6
by  a  number  of  factors,  including  industry  consolidation,   technological
developments,  economic slowdown and internal budget constraints. As a result of
these factors,  the volume of work performed for specific customers is likely to
vary from period to period,  and a major  customer in one period may not require
our  services in a  subsequent  period.  Accordingly,  we cannot be certain that
present  or  future   customers  will  not  terminate   their  network   service
arrangements  with us or  significantly  reduce or delay  their  contracts.  Any
termination,   change,  reduction  or  delay  in  our  projects  could  cause  a
significant decrease in our revenues.

Our operating  results may suffer because of competition in the network services
industry.

          The network  services market is highly  competitive and fragmented and
is served by numerous  companies.  Many of these competitors have  significantly
greater financial,  technical and marketing resources, generate greater revenues
and have greater name recognition and experience than us.

          We  believe  that the  principal  competitive  factors  in our  market
include quality and responsiveness of service, industry experience,  reputation,
the ability to deliver  results on time and  competitive  pricing.  In addition,
expertise in new and evolving technologies has become increasingly important. We
also  believe our ability to compete  depends on a number of factors  outside of
our control, including:

         o     the prices at which others offer competitive services;

         o     the  ability  and  willingness  of  our  competitors  to  finance
               customers' projects on favorable terms;

         o     the ability of our customers to perform the services  themselves;
               and

         o     the extent of our competitors' responsiveness to customer needs.

          We may not be able to  compete  effectively  on these or other  bases,
and, as a result, our revenues or income may decline.

Our  business may be harmed if our new service  offerings  do not gain  customer
acceptance.

          Part of our strategy is to generate  increased  revenues by developing
new service offerings for our customers. These new services may not be favorably
received  by  customers,  may not  generate  significant  revenues or may not be
offered in a cost-effective  or timely manner.  If we are unable to successfully
expand our service offerings, our business may be harmed.

We must  keep  pace with  rapid  technological  change,  market  conditions  and
industry developments to maintain or grow our revenues.

          The  market for  network  system  design,  deployment,  upgrading  and
maintenance   services  is  characterized  by  rapid  change  and  technological
improvements.  Our future  success will depend in part on our ability to enhance
our current service offerings to keep pace with  technological  developments and
to address increasingly  sophisticated  customer needs. We may not be successful
in developing and marketing in a timely manner service offerings that respond to
the  technological  advances by others and our  services may not  adequately  or
competitively  address  the  needs of the  changing  marketplace.  If we are not
successful  in responding in a timely  manner to  technological  change,  market
conditions and industry developments, our revenues may decline.

Our business  operations could be significantly  disrupted if we lose members of
our management team.

          Our  success  depends  to a  significant  degree  upon  the  continued
contributions of our executive  officers,  both individually and as a group. Our
future performance will be substantially  dependent on our ability to retain and
motivate  them.  The  loss of the  services  of any of our  executive  officers,

                                       7
particularly Hugh O'Kane, Jr., our Chairman, Alf Hansen, our President and Chief
Executive  Officer,  or Kevin  O'Kane,  our Vice  Chairman  and Chief  Operating
Officer, could prevent us from executing our business strategy.

Our  success is  dependent  on the  ability of our new  management  team to work
together.

          A number of the members of our senior  management team,  including Alf
Hansen, our President and Chief Executive Officer, Charles Christ, our Executive
Vice  President in charge of sales and  marketing,  Victor DeJoy,  our Executive
Vice President in charge of design, engineering and program management services,
Joseph Haines,  our Executive  Vice  President in charge of network  deployment,
upgrade and maintenance  services,  Nancy Huson, our Executive Vice President in
charge of corporate development, and Sidney Sayovitz, our Senior Vice President,
Secretary and General Counsel, have been with our company for only a few months.
Given their limited  experience  with our company and working with other members
of our  management  team, it is possible that these  officers will not integrate
well into our business. Their failure to integrate well would have a significant
effect on our future success.

Strikes,  work stoppages and slowdowns by our employees would negatively  affect
our results of operations.

          We  currently  have  collective  bargaining  agreements  in place with
several local chapters of the International  Brotherhood of Electrical  Workers,
most of which expire within one year. These agreements cover  approximately  68%
of our  1,055  employees.  We  cannot  assure  you that our  relations  with our
unionized workforce will remain positive or that our workforce will not initiate
a strike,  work  stoppage or slowdown in the future.  In the event of such a job
action, our business would be negatively  affected and we cannot be sure that we
would be able to adequately meet the needs of our customers.

Our  results  of  operations  may be  negatively  affected  if we  increase  our
personnel in anticipation of a project and  underutilize  our personnel  because
such project is delayed, reduced or terminated.

          If we increase  our  personnel in  anticipation  of a project and such
project is delayed,  reduced or terminated,  we may underutilize this additional
personnel,  which would  increase  our general and  administrative  expenses and
could negatively affect our results of operations.

We may not be  successful  in our efforts to  identify,  complete  or  integrate
acquisitions.

          Our failure to manage risks  associated with  acquisitions  could harm
our business.  A component of our business strategy is to expand our presence in
new or existing  markets.  One way we may choose to  accomplish  this task is to
acquire  additional  businesses.  We may  not be able to  identify,  acquire  or
profitably manage additional  businesses or integrate  successfully any acquired
businesses without substantial expense,  delay or other operational or financial
problems. Acquisitions involve a number of risks, including:

         o     diversion of management's attention;

         o     difficulty in  integrating  and absorbing the acquired  business,
               its  employees,   corporate   culture,   managerial  systems  and
               processes and services;

         o     failure to retain key personnel and employee turnover;

         o     customer dissatisfaction or performance problems with an acquired
               firm;

         o     assumption of unknown liabilities; and

         o     other unanticipated events or circumstances.

                                       8
We may encounter  potential costs or claims resulting from project  performance,
which could negatively affect our results of operations.

          Many of our engagements  involve  projects that are significant to the
operations  of our  customers'  businesses.  Our  failure  to meet a  customer's
expectations  in the planning or  implementation  of a project or the failure of
unrelated third party vendors to meet project completion  deadlines could damage
our  reputation  and adversely  affect our ability to attract new  business.  We
frequently  undertake  projects  in which we  guarantee  performance  based upon
defined operating  specifications or guaranteed  delivery dates.  Unsatisfactory
performance or unanticipated  difficulties or delays in completing such projects
may result in a direct reduction in payments to us, or payment of damages by us,
which could negatively affect our results of operations.

The  consolidation of competitive  local exchange  carriers and Internet service
providers could impact our business by creating competitive pressures that could
reduce our revenues.

          Recently,  the  telecommunications  industry has been characterized by
significant  consolidation  activity.  This  consolidation may lead to a greater
ability among competitive local exchange carriers and Internet service providers
to provide a broad range of network services, and could simplify integration and
installation,  which  may  lead to a  reduction  in  demand  for  our  services.
Moreover,  the consolidation of competitive local exchange carriers and Internet
service providers could have the effect of reducing the number of our current or
potential  customers  which  could  result  in  increased  bargaining  power for
competitive  local  exchange  carriers  and  Internet  service  providers.  This
potential  increase in  bargaining  power  could  create  competitive  pressures
whereby  a  particular  customer  may  request  our  exclusivity  with them in a
particular market.  Accordingly, we may not be able to represent those customers
who wish to retain our services on an exclusive basis.

A portion of our revenue is accounted  for on a  percentage-of-completion  basis
which could cause our quarterly results to fluctuate.

          A portion of our revenue is derived from  fixed-price  contracts which
are   accounted   for   on   a   percentage-of-completion   basis.   Under   the
percentage-of-completion  method,  in each period we recognize  expenses as they
are  incurred  and we  recognize  revenue  based on a  comparison  of the  costs
incurred for each project to our currently  estimated total costs to be incurred
for the  project.  Accordingly,  the  revenue we  recognize  in a given  quarter
depends on the costs we have  incurred for  individual  projects and our current
estimate of the total remaining costs to complete individual projects. If in any
period we  significantly  increase our estimate of the total costs to complete a
project,  we may recognize very little or no additional  revenue with respect to
that project. As a result, our gross margin in such period and in future periods
may be  significantly  reduced  and in some  cases  we may  recognize  a loss on
individual projects prior to their completion.  To the extent that our estimates
fluctuate  over  time or differ  from  actual  requirements,  gross  margins  in
subsequent quarters may vary significantly from our estimates.

Our executive  officers and directors and their affiliates control 79.18% of our
common  stock and, as a result,  are able to exercise  control  over all matters
requiring stockholder approval.

          Prior to this offering, our executive officers and directors and their
affiliates  beneficially  own,  in the  aggregate,  approximately  79.18% of our
outstanding common stock. In particular,  Hugh O'Kane, the Chairman of the Board
of Directors,  and Kevin O'Kane, the Vice Chairman of the Board of Directors and
Chief  Operating  Officer,  beneficially  own, in the  aggregate,  approximately
51.35% of our outstanding common stock. As a result, these stockholders are able
to exercise control over all matters requiring stockholder  approval,  including
the election of directors and approval of  significant  corporate  transactions,
which may have the effect of delaying or preventing a third party from acquiring
control over us. These  transactions  may include those that other  stockholders
deem to be in their best interests and in which those other  stockholders  might
otherwise receive a premium for their shares over their current prices.

                                       9
Our stock price may be particularly volatile because of the industry we are in.

          The stock market in general has recently experienced extreme price and
volume fluctuations.  In addition, the market prices of securities of technology
and  telecommunications   companies  have  been  extremely  volatile,  and  have
experienced  fluctuations that have often been unrelated to or  disproportionate
to the operating performance of such companies.  These broad market fluctuations
could adversely affect the price of our common stock.

We have broad discretion to use the proceeds of our recently  completed  initial
public  offering and our  investment of those proceeds may not yield a favorable
return.

          Most of the net  proceeds of our  recently  completed  initial  public
offering  are  not  allocated  for  specific  uses.  Our  management  has  broad
discretion  to spend the  proceeds  in ways with  which you may not  agree.  The
failure of our  management  to apply these  funds  effectively  could  result in
unfavorable  returns.  This could harm our business and could cause the price of
our common stock to decline.

Provisions in our charter documents and Delaware law may make it difficult for a
third party to acquire  our  company  and could  depress the price of our common
stock.

          Delaware  corporate  law  and  our  second  restated   certificate  of
incorporation and bylaws contain provisions that could delay, defer or prevent a
change in control of our company or our management.  These provisions could also
discourage  proxy  contests  and  make it  more  difficult  for  you  and  other
stockholders to elect directors and take other corporate  actions.  As a result,
these  provisions could limit the price that investors are willing to pay in the
future for shares of our common stock. These provisions include:

         o     creating a classified board of directors;

         o     authorizing the board of directors to issue additional  preferred
               stock;

         o     prohibiting cumulative voting in the election of directors;

         o     limiting   the   persons  who  may  call   special   meetings  of
               stockholders;

         o     prohibiting stockholder action by written consent; and

         o     establishing  advance notice  requirements  for  nominations  for
               election to the board of directors or for proposing  matters that
               can be acted on by stockholders at stockholder meetings.

          We are also subject to certain  provisions of Delaware law which could
delay, deter or prevent us from entering into an acquisition,  including Section
203  of the  Delaware  General  Corporation  Law,  which  prohibits  a  Delaware
corporation  from  engaging  in  a  business   combination  with  an  interested
stockholder unless specific conditions are met.

There may not be an active market for our common  stock,  making it difficult to
sell the stock you purchase.

          Before our initial public offering, there was no public market for our
common stock.  We cannot assure you that an active trading market for our common
stock will be sustained. We cannot assure you that the price of our common stock
available in the public  market will reflect our actual  financial  performance.
Our stock price  could be volatile  and could drop  unexpectedly.  Further,  the
market price of our common stock may decline below the initial  public  offering
price.

                                       10
Future  sales of our common stock held by current  stockholders  may depress our
stock price.

          Sales of a  substantial  number of shares of common  stock by  current
stockholders  in the public  market  could cause the market  price of our common
stock to decline.  We currently  have  outstanding  40,955,350  shares of common
stock. Of these shares,  6,457,741 shares are freely tradeable and an additional
34,228,234  shares will be eligible for sale in the public market  beginning 180
days after the date of this reoffer  prospectus subject to compliance with Rules
144, 144(k) or 701.

                                       11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This reoffer prospectus contains forward-looking statements that
involve risks and uncertainties. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "except," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," the
negative of such terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially. In evaluating
these statements, you should specifically consider various factors, including
the risks described above and in other parts of this prospectus. These factors
may cause our actual results to differ materially from any forward-looking
statement. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements.

                                 USE OF PROCEEDS

          We will not  receive  any of the  proceeds  from the sale of shares of
common stock by the selling stockholders.

                                       12
SELLING STOCKHOLDERS

          The selling stockholders acquired or will acquire beneficial ownership
of all shares to be  registered  under this  reoffer  prospectus  through  stock
options granted under the Lexent Inc. and its Subsidiaries  Amended and Restated
Stock Option and Restricted  Stock Purchase Plan. The following  table shows the
names of the  selling  stockholders,  the  number  of  shares  of  common  stock
beneficially  owned by such stockholder and the number of shares of common stock
that they may sell from time to time under this reoffer prospectus.

          We may amend or supplement  this reoffer  prospectus from time to time
in the future to update or change this list of selling  stockholders  and shares
which may be resold.

                                                                                                    Percentage of Shares
                                                                  Number of                         Beneficially Owned(4)
                                          Number of Shares     Shares Subject                     -------------------------
                                            Beneficially        to Options(3)         Shares         Before         After
Selling Stockholder (1)                       Owned(2)             ----------       Registered      Offering       Offering
-----------------------                       -------                               ----------      --------       --------
Kevin M. O'Kane                            12,605,539(5)             60,000          60,000           30.73%        30.69%
Hugh J. O'Kane, Jr.                        10,505,539(6)             60,000          60,000           25.61         25.57
Alf T. Hansen                                 815,624(7)            997,500       1,245,000            1.94             *
Walter C. Teagle III                          414,688(8)            202,500         483,000(26)        1.01             *
Peter O. Crisp                                 48,750(9)             37,500          37,500               *             *
L. White Matthews                              51,042(10)            75,000          75,000               *             *
Richard L. Schwob                              18,750(11)            37,500          37,500               *             *
Charles T. Christ                              81,759(12)           375,000         375,000               *             *
Victor P. DeJoy                               150,000(13)           519,000         519,000               *             *
Joseph Haines                                 150,000(14)           375,000         525,000(27)           *             *
Nancy T. Huson                                 94,750(15)           375,000         375,000               *             *
Jonathan H. Stern                             176,875(16)           330,000         330,000               *             *
Sidney A. Sayovitz                              4,500(17)           250,000         250,000               *             *
Kenneth Connors                                11,875(18)            19,375          10,625               *             *
Joseph Conroy                                  45,938(19)            74,375          30,626               *             *
Dan Corbett                                    65,625(20)           100,000          50,000               *             *
Stanislav Cotek                                 6,563(21)             9,063           5,937               *             *
George Garcia                                  49,219(22)            79,688          32,813               *             *
William Harmon                                 98,438(23)           159,375          65,625               *             *
Joseph Nappi                                   65,625(24)           106,251          43,749               *             *
Salvatore Toscano                              52,500(25)            90,000          30,000               *             *
Bessemer Trust Company, N.A.                  118,500                     0         118,500(28)           *             *
   630 Fifith Ave.
   New York, NY 10111
Frank DeJoy                                     6,000                     0           6,000(29)           *            *
   10 Jenny Lane
   Wayne, NJ 07470
Michele Haines                                 67,500                     0          67,500(30)           *            *
   15 Shirley Lane
   West Babylon, New York 11704
Rifat K. Haffar                                93,750                     0          93,750               *            *
   5501 Seminary Road, Unit 512 S
   Falls Church, VA 22041
-----------------
*    Represents beneficial ownership of less than 1%.

(1)  Unless  otherwise  indicated,  the address for each person or entity  named
     above is c/o Lexent Inc., Three New York Plaza, New York, New York 10004.

                                       13
(2)  Represents  shares owned  beneficially  by the named  individual or entity,
     including  shares that such  individual  or entity has the right to acquire
     within 60 days of the date of this  reoffer  prospectus.  Unless  otherwise
     noted,  all persons  referred to above have sole voting and sole investment
     power.

(3)  Includes  shares of our  common  stock  underlying  options  granted to the
     selling   stockholders   under  our  stock  option  plan,  whether  or  not
     exercisable  as of,  or  within  sixty  days of,  the date of this  reoffer
     prospectus.

(4)  Based on an aggregate  40,955,350  shares  outstanding  on the date of this
     reoffer prospectus.

(5)  Mr.  O'Kane is the Vice  Chairman of our board of  directors  and our Chief
     Operating  Officer.  Includes 19,095 shares subject to options  exercisable
     within 60 days of the date of this reoffer prospectus, an aggregate 600,000
     shares held in trust for Kevin  O'Kane's  children for which Mr.  O'Kane is
     co-trustee and 2,100,000  shares held in trust for Hugh O'Kane's family for
     which Mr. O'Kane is co-trustee.

(6)  Mr.  O'Kane is the  Chairman  of our board of  directors.  Includes  19,095
     shares  subject to options  exercisable  within 60 days of the date of this
     reoffer  prospectus,  an  aggregate  600,000  shares held in trust for Hugh
     O'Kane's  children for which Mr. O'Kane is co-trustee and 2,100,000  shares
     held in trust for Hugh  O'Kane's  family  for which  Mr.  O'Kane's  wife is
     co-trustee.

(7)  Mr. Hansen is our President and Chief Executive Officer and a member of our
     board of directors.  Includes 225,624 shares subject to options exercisable
     within 60 days of the date of this reoffer  prospectus  and 322,500  shares
     held in trust for Mr.  Hansen's  children  for which Mr.  Hansen's  wife is
     co-trustee.

(8)  Mr.  Teagle is an Executive  Vice  President of our company and a member of
     our  board  of  directors.   Includes  42,188  shares  subject  to  options
     exercisable  within  60 days of the  date of this  reoffer  prospectus  and
     118,500 shares held in trust for Mr. Teagle's children (including 31,500 of
     such shares held by a trust for which Mr. Teagle is co-trustee).

(9)  Mr. Crisp is a member of our board of  directors.  Includes  18,750  shares
     subject to options  exercisable  within 60 days of the date of this reoffer
     prospectus.

(10) Mr. Matthews is a member of our board of directors.  Includes 13,542 shares
     subject to options  exercisable  within 60 days of the date of this reoffer
     prospectus.

(11) Mr. Schwob is a member of our board of directors. All shares are subject to
     options exercisable within 60 days of the date of this reoffer prospectus.

(12) Mr.  Christ  is our  Executive  Vice  President  in  charge  of  sales  and
     marketing.  Includes 75,000 shares subject to options exercisable within 60
     days of the date of this reoffer prospectus.

                                       14
(13) Mr.  DeJoy is our  Executive  Vice  President  in  charge  of  engineering.
     Includes  144,000 shares subject to options  exercisable  within 60 days of
     the date of this reoffer  prospectus and an aggregate  6,000 shares held in
     trust for Mr. DeJoy's children.

(14) Mr. Haines is our Executive  Vice  President in charge of  operations.  All
     shares are held in various trusts for members of Mr. Haines's  family,  for
     each of  which  Mr.  Haines  and Mr.  Haines'  wife,  Michele  Haines,  are
     co-trustees.

(15) Ms.  Huson  is  our  Executive   Vice  President  in  charge  of  corporate
     development.  Includes 93,750 shares subject to options  exercisable within
     60 days of the date of this reoffer prospectus.

(16) Mr. Stern is our  Executive  Vice  President and Chief  Financial  Officer.
     Includes  171,875 shares subject to options  exercisable  within 60 days of
     the date of this reoffer prospectus.

(17) Mr. Sayovitz is our Senior Vice President, Secretary and General Counsel.

(18) Includes  10,625 shares  subject to options  within 60 days of this reoffer
     prospectus.

(19) Includes  15,312 shares  subject to options  within 60 days of this reoffer
     prospectus.

(20) Includes  15,625 shares  subject to options  within 60 days of this reoffer
     prospectus.

(21) Includes  626  shares  subject to  options  within 60 days of this  reoffer
     prospectus.

(22) Includes  16,406 shares  subject to options  within 60 days of this reoffer
     prospectus.

(23) Includes  32,813 shares  subject to options  within 60 days of this reoffer
     prospectus.

(24) Includes  21,876 shares  subject to options  within 60 days of this reoffer
     prospectus.

(25) Includes  22,500 shares  subject to options  within 60 days of this reoffer
     prospectus.

(26) Mr. Teagle is offering 31,500 of these shares as trustee for a trust in the
     name of one of his children.

(27) Mr.  Haines is offering  67,500 of these shares as  co-trustee  for various
     trusts in the name of members of the Haines family.

(28) Bessemer  Trust is  offering  these  shares as  trustee or  co-trustee  for
     various trusts in the names of Walter C. Teagle III's children.

(29) Frank DeJoy is offering these shares as trustee for two trusts in the names
     of Victor P. DeJoy's children.

(30) Ms.  Haines,  the wife of  Joseph  Haines,  is  offering  these  shares  as
     co-trustee for various trusts in the name of members of the Haines family.

                                       15
PLAN OF DISTRIBUTION

          The selling  stockholders may, from time to time, elect to sell all or
a portion of the shares  offered under this  prospectus  in the Nasdaq  National
Market.  Sales are  anticipated  to be made at prices  prevailing  in the Nasdaq
National Market at the times of such sales.  The selling  stockholders  may also
make private sales directly or through a broker or brokers, who may act as agent
or principal.  Further,  they may choose to dispose of the shares  offered under
this  prospectus  by gift to a third party or as a donation to a  charitable  or
other non-profit entity. In connection with any sales, the selling  stockholders
and any  brokers  participating  in such sales may be deemed to be  underwriters
within the  meaning  of the  Securities  Act.  The  amount of  securities  to be
reoffered or resold by means of this reoffer prospectus, by each person, and any
other person with whom he or she is acting in concert for the purpose of selling
our  securities,  may not  exceed,  during any three  month  period,  the amount
specified in Rule 144(e) under the Securities Act.

          Any  broker-dealer  participating  in such  transactions  as agent may
receive  commissions from the selling  stockholders (and, if such broker acts as
agent  for the  purchaser  of such  shares,  from  such  purchaser).  Usual  and
customary   brokerage   fees   will  be  paid  by  the   selling   stockholders.
Broker-dealers  may agree  with them to sell a  specified  number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal any
unsold shares at the price required to fulfill the  broker-dealer  commitment to
them.  Broker-dealers who acquire shares as principal may thereafter resell such
shares from time to time in  transactions  (which may involve  crosses and block
transactions  and which may involve sales to and through  other  broker-dealers,
including  transactions  of the nature  described  above) in the Nasdaq National
Market or any other over the counter market or stock exchange,  if any, in which
our shares are traded, in negotiated  transactions or otherwise at market prices
prevailing at the time of sale or at negotiated  prices,  and in connection with
such  resales  may pay to or receive  commissions  from the  purchasers  of such
shares.

          We have advised the selling  stockholders  that the  anti-manipulation
rules of Regulation M under the Securities and Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the selling  stockholders
and  their  affiliates.  In  addition,  we will  make  copies  of  this  reoffer
prospectus  available to the selling  stockholders and have informed them of the
possible need for delivery of copies of this reoffer prospectus to purchasers on
or prior to sales of the shares  offered  under  this  reoffer  prospectus.  The
selling  stockholders  may  indemnify any  broker-dealer  that  participates  in
transactions  involving  the sale of the  shares  against  certain  liabilities,
including  liabilities arising under the Securities Act. Any commissions paid or
any  discounts  or  concessions  allowed  to any such  broker,  and any  profits
received  on the  resale  of  such  shares,  may be  deemed  to be  underwriting
discounts and  commissions  under the Securities Act if any such  broker-dealers
purchase shares as principal.

          Any securities  covered by this reoffer  prospectus  which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.

          There can be no assurance that the selling  stockholders will sell any
or all of the shares of common stock offered under this reoffer prospectus.

                                  LEGAL MATTERS

          The  validity of the common stock  offered  hereby will be passed upon
for us by Reboul, MacMurray, Hewitt, Maynard & Kristol, New York, New York.

                                     EXPERTS

          The consolidated financial statements as of December 31, 1999 and 1998
and for each of the three years in the period ended  December 31, 1999,  and the
related financial statement schedule  incorporated in this reoffer prospectus by

                                       16
reference from our Registration Statement No. 333-30660 on Form S-1 have been so
included in reliance on the report of  PricewaterhouseCoopers  LLP,  independent
accountants,  which is  incorporated  herein  by  reference,  and  have  been so
incorporated  in  reliance  upon the  reports  of such  firm  given  upon  their
authority as experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following  documents  filed by us with the Securities and Exchange
Commission  are  incorporated  herein  by  reference  except to the  extent  any
statement  or  information  therein is  modified,  superseded  or  replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

               o    our Registration Statement on Form S-1 effective on July 27,
                    2000 (SEC File No. 333-30660);

               o    our  Post-Effective  Amendment  No.  1 to  the  Registration
                    Statement filed on July 31, 2000;

               o    our Quarterly  Report on Form 10-Q for the period ended June
                    30, 2000;

               o    the  description  of our common  stock,  par value $.001 per
                    share,  contained in Item 1 of our Registration Statement on
                    Form 8-A filed on July 21, 2000; and

               o    all reports  and other  documents  subsequently  filed by us
                    pursuant  to  Sections  13(a),  13(c),  14 and  15(d) of the
                    Exchange  Act  prior  to  the  filing  of  a  post-effective
                    amendment which indicates that all securities offered hereby
                    have  been sold or which  deregisters  all  securities  then
                    remaining  unsold,  shall be  deemed to be  incorporated  by
                    reference  herein and to be a part  hereof  from the date of
                    the filing of such reports and documents.

               WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

          We  have  filed  with  the  Securities   and  Exchange   Commission  a
registration statement on Form S-8 under the Securities Act, with respect to the
common stock offered by this reoffer  prospectus.  As permitted by the rules and
regulations of the Commission,  this reoffer prospectus,  which is a part of the
registration  statement,  omits  certain  information,  exhibits,  schedules and
undertakings set forth in the registration  statement.  For further  information
pertaining to our company and the common stock offered hereby, reference is made
to such registration statement and the exhibits and schedules thereto. A copy of
the registration  statement may be inspected without charge at the office of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices  located at the  Northwestern  Atrium Center,  500 West Madison  Street,
Suite 1400,  Chicago,  Illinois 60661 and Seven World Trade Center,  13th Floor,
New  York,  New  York  10048.  Copies  of all or any  part  of the  registration
statement  may be  obtained  from  such  offices  upon the  payment  of the fees
prescribed  by the SEC. For further  information,  please call the SEC at 1-800-
SEC-0330.  In addition,  registration  statements and certain other filings made
with  the  Commission  through  its  Electronic  Data  Gathering,  Analysis  and
Retrieval  system,  including  our  registration  statement and all exhibits and
amendments to our registration  statements,  are publicly  available through the
Commission's website at http://www.sec.gov.

          We are subject to the  information  and reporting  requirements of the
Exchange Act and, in accordance  therewith,  will file periodic  reports,  proxy
statements and other information with the Securities and Exchange Commission.

                                       17
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Company's  prospectus  dated July 27, 2000, filed pursuant to Rule
424(b)(4)  of the  Securities  Act,  and  quarterly  report on Form 10-Q for the
quarter ended June 30, 2000 are incorporated  herein by reference.  In addition,
all documents filed or  subsequently  filed by the Company under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, 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
("DECL"),  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  DECL  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 DECL,  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 DECL.,  or (iv) from any  transaction  from which the
director derived an improper personal benefit.

                                       18
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 (incorporated by reference to Exhibit
          10.1 to the Registrant's Registration Statement filed on Form S-1
          (Commission File No. 333-30660) which became effective on July 27,
          2000)

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

     23.1 Consent of PricewaterhouseCoopers LLP, independent auditors

     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.

                                       19
(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.

                                       20
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  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 1st day of
September.

                                   LEXENT INC.

                                   By: /s/ Alf T. Hansen
                                      -----------------------------
                                        Alf T. Hansen
                                        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 Alf T. Hansen, 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/ Alf T. Hansen             President and Chief Executive    September 1, 2000
----------------------------  Officer (Principal executive
  Alf T. Hansen               officer); Director

/s/ Jonathan H. Stern         Chief Financial Officer          September 1, 2000
----------------------------  (Principal financial and
  Jonathan H. Stern           accounting officer)

/s/ Hugh J. O'Kane, Jr.       Chairman                         September 1, 2000
----------------------------
  Hugh J. O'Kane, Jr.

/s/ Kevin M. O'Kane           Vice Chairman and Chief          September 1, 2000
----------------------------  Operating Officer
  Kevin M. O'Kane

                                       21
/s/ Walter C. Teagle III      Executive Vice President and     September 1, 2000
----------------------------  Director
Walter C. Teagle III

/s/ Peter O. Crisp            Director                         September 1, 2000
----------------------------
Peter O. Crisp

----------------------------  Director
Thomas W. Hallagan

/s/ L. White Matthews III
----------------------------  Director                         September 1, 2000
L. White Matthews III

/s/ Richard W. Smith
----------------------------  Director                         September 1, 2000
Richard W. Smith

----------------------------  Director
Richard L. Schwob

                                       22
EXHIBIT INDEX

EXHIBIT        DESCRIPTION
-------        -----------

4.1            Lexent Inc. and its Subsidiaries Amended and Restated Stock
               Option and Restricted Stock Purchase Plan (incorporated by
               reference to Exhibit 10.1 to the Registrant's Registration
               Statement filed on Form S-1 (Commission File No. 333-30660) which
               became effective on July 27, 2000)

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

23.1           Consent of PricewaterhouseCoopers LLP, independent auditors

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

24.1           Power of Attorney  (see Signature Page)