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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                              --------------------



Date of report (date of earliest event reported): April 4, 2002 (April 2, 2002)
                                ----------------


                        Cogent Communications Group, Inc.
                        ---------------------------------
                          (Exact Name of Registrant as
                              Specified in Charter)

                                     1-31227
                                     -------
                              (Commission File No.)

                                   52-2337274
                                   ----------
                                  (IRS Employer
                               Identification No.)

                                    Delaware
                                    --------
                          (State or Other Jurisdiction
                                of Incorporation)


                              1015 31st Street N.W.
                              Washington, DC 20007
                              (Address of Principal
                               Executive Offices)


                                 (202) 295-4200
                                 --------------
                             (Registrant's telephone
                          number, including area code)


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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

(a) In a press release dated April 2, 2002, Cogent Communications
Corporation, Inc. ("Cogent") announced that it has completed the acquisition of
the majority of the U.S. operations of PSINet, Inc. ("PSINet"), including
customer base, backbone network and associated equipment, and rights to
intellectual property. Consideration for the purchase of these assets was
approximately $7 million in cash. In addition, Cogent paid PSINet $3 million
for the rights to conduct the due dilligence that Cogent conducted prior to
entering into the asset purchase agreement. All funds used in connection
with the acquisition came from general corporate funds. The purchase was made
from the PSINet bankruptcy estate and was approved by the U.S. Bankruptcy
Court for the Southern District of New York. The press release is attached
hereto as Exhibit 99.1.

(b) The acquired assets are used by PSINet in the provision of high-speed
telecommunications services and will be integrated into the Cogent network.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements of Businesses Acquired. Pursuant to Item 7(a)(4) of
Form 8-K, the financial statements required by Item 7(a) will be filed on or
prior to June 17, 2002.

(b)  Pro Forma Financial Information. Pursuant to Items 7(a)(4) and 7(b)(2)
of Form 8-K, the financial statements required by Item 7(b) will be filed on
or prior to June 17, 2002.

(c)      Exhibits:

<Table>
<Caption>
         Exhibit
         Number       Description
<S>                   <C>
           2.1        Asset Purchase Agreement, dated February 26, 2002, by and
                      among Cogent Communications, PSINet et al. (previously
                      filed as Exhibit 2.1 to our Form 8-K, dated February 26,
                      2002, and incorporated herein by reference).

          99.1        Press Release, dated April 2, 2002, announcing the
                      completion of the acquisition of PSINet's U.S. operations
                      by Cogent (attached hereto).

</Table>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                      COGENT COMMUNICATIONS GROUP, INC.


 Date: April 4, 2002                  By:   /s/Thaddeus Weed
                                            --------------------------
                                            Thaddeus Weed
                                            Vice President and
                                            Controller




                                        2

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                                INDEX TO EXHIBITS

<Table>
<Caption>
          Exhibit
          Number           Description
<S>                   <C>
           2.1        Asset Purchase Agreement, dated February 26, 2002, by and
                      among Cogent Communications, PSINet et al. (previously
                      filed as Exhibit 2.1 to our Form 8-K, dated February 26,
                      2002, and incorporated herein by reference).


          99.1        Press Release, dated April 2, 2002, announcing the
                      completion of the acquisition of PSINet's U.S. operations
                      by Cogent (attached hereto).

</Table>










































                                       3


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                                                                    Exhibit 99.1

[COGENT COMMUNINCATIONS LOGO]
                                                           FOR IMMEDIATE RELEASE

Cogent Public Relations Contact:
Jeff Henriksen                                               Kristin Duskin-Gadd
(202) 295-4388                                                    (828) 684-2434
jhenriksen@cogentco.com                            kduskin-gadd@interprosepr.com

            Cogent Communications Acquires U.S. Operations of PSINet
                PSINet Name and Several Services to Remain in Use

WASHINGTON, D.C. - April 2, 2002 - Cogent Communications Group, Inc. (AMEX:
COI), a Tier One optical Internet Service Provider, announced today that it has
completed the acquisition of the majority of the U.S. operations of PSINet,
Inc., the first commercial Internet service company ever established. On March
27th, the U.S. Bankruptcy Court for the Southern District of New York approved
Cogent's acquisition, clearing the way for Cogent to finalize documentation
related to the closing. In this acquisition, Cogent acquires PSINet assets -
including PSINet's customer base, backbone network and associated equipment and
rights to intellectual property - for only $10 million.

"With the consolidation going on in the Internet service provider space, Cogent
has been able to identify some excellent opportunities to accelerate its
business plan," said Dave Schaeffer, Chief Executive Officer and Founder of
Cogent Communications. "PSINet will enable Cogent to immediately incorporate a
revenue stream from a set of products that complement Cogent's core offering of
100 Mbps Internet connectivity for $1,000 per month."

"By eliminating some of the high costs associated with the PSINet network
combined with a reduction in staff, Cogent expects to take a business with poor
operating results and turn it around," said Helen Lee, Cogent's Chief Financial
Officer. "At the same time, increasing traffic on Cogent's backbone should lead
to significant economies of scale for Cogent."

Cogent plans to support and build the PSINet brand name, one of the most
recognizable ISPs in the country. Under the PSINet label, Cogent will continue
offering PSINet services, including Internet connectivity. "Cogent will continue
to support PSINet's core strengths. PSINet has



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developed one of the most knowledgeable and trusted teams of experts in the
country to build and deliver its services," added Schaeffer. "We also have found
that customers have chosen PSINet due to its superior customer service, and we
intend to maintain or exceed the level of service as PSINet emerges as a Cogent
Communications company."

ABOUT COGENT COMMUNICATIONS

Cogent Communications (AMEX: COI) is a next generation optical ISP focused on
delivering ultra-high speed Internet access and transport services to businesses
in the multi-tenant marketplace and to service providers located in major
metropolitan areas across the United States. Cogent's signature service offered
to commercial end-users of 100 Mbps for $1,000 per month, offers 100 times the
observed bandwidth of a T-1 connection at up to two-thirds of the cost. The
Cogent solution makes ultra-high speed Internet access an affordable reality for
small and medium-sized businesses, as well as large enterprises and service
providers. Cogent's facilities-based, all-optical end-to-end IP network enables
non-oversubscribed 100 Mbps and 1000 Mbps connectivity for radically low,
unmetered pricing levels.
Cogent's network consists of a dedicated nationwide multiple OC-192 fiber
backbone, multiple intra-city OC-48 fiber rings, and optically-interfaced
high-speed routers. Cogent has been recognized as the first IP+Optical Cisco
Powered Network (CPN). Cogent is currently servicing 20 metropolitan markets.
Cogent Communications is headquartered at 1015 31st Street, NW, Washington,
D.C. 20007. For more information, visit www.cogentco.com. Cogent Communications
can be reached at (202) 295-4200 or via email at info@cogentco.com.

                                   #   #   #

Information in this release may involve expectations, beliefs, plans, intentions
or strategies regarding the future. These forward-looking statements involve
risks and uncertainties. All forward-looking statements included in this release
are based upon information available to Cogent Communications Group, Inc. as of
the date of the release, and we assume no obligation to update any such
forward-looking statement. The statements in this release are not guarantees of
future performance and actual results could differ materially from our current
expectations. Numerous factors could cause or contribute to such differences.
Some of the factors and risks associated with our business are discussed in
Cogent's registration statement on Form S-4 as amended by a Form S-4/A
(Amendment No. 8) filed with the Securities and Exchange Commission ("SEC") on
January 8, 2002, and in our other reports filed from time to time with the SEC.