FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SCHAEFFER DAVE   2. Issuer Name and Ticker or Trading Symbol COGENT COMMUNICATIONS GROUP INC [COI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 1015 31ST ST., NW 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2005 (Street) WASHINGTON, DC 20007 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock 02/15/2005(1)   C(1)   29,077,692 (1) A (1) 29,373,116 (2) D   common stock 02/15/2005(3)   C(3)   3,923,409 (3) A $ 0 33,296,525 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series H Convertible Preferred Stock (1)

$ 0

02/15/2005(1)

C(1)

37,801 (1)

10/10/2003(1)

(1)

common Stock (1)

29,077,692

$ 0

0 (1)

D

Series G Participating Convertible Preferred Stock (3)

$ 0

02/15/2005(3)

C(3)

200 (3)

07/31/2003(3)

(3)

common stock (3)

3,923,409

$ 0

0 (3)

D

Option to purchase Series H Convertible Preferred Stock (4)

$ 0

02/15/2005(4)

C(4)

15,000 (4)

11/01/2006(4)

09/08/2014

common stock (3)

11,538,461

$ 0

0 (4)

D

Option to purchase common stock (4)

$ 0

02/15/2005(4)

C(4)

11,538,461 (4)

11/01/2006(4)

09/08/2014

common stock (4)

11,538,461

$ 0

11,538,461 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHAEFFER DAVE 1015 31ST ST., NW WASHINGTON, DC 20007	X		Chairman & CEO

Signatures

David Schaeffer		02/15/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On February 15, 2005 Mr. Schaeffer's 37,801 shares of Series H Convertible Preferred Stock were converted by action of the stockholders into 29,077,692 shares of common stock at a rate of 769.2307692 shares of common for each share of Series H Preferred Stock. The common stock is subject to the same vesting provisions applicable to the original Series H Preferred Stock.
(2)	This amount includes 135,000 shares that are held by Mr. Schaeffer's Descendant's Trust, as reported on his Form 3. Mr. Schaeffer disclaims beneficial ownership of such shares.
(3)	On February 15, 2005 Mr. Schaeffer's 200 shares of Series G Convertible Preferred Stock were converted by action of the stockholders into 3,923,409 shares of common stock at a rate of 19,617.04392 shares of common for each share of Series G Preferred Stock.
(4)	On February 15, 2005 Mr. Schaeffer's option to acquire 15,000 shares of Series H Convertible Preferred Stock was converted by action of the stockholders into an option to acquire 11,538,461 shares of common stock at a rate of 769.2307692 shares of common stock for each shares of Series H Preferred Stock. The common stock is subject to the same vesting provisions applicable to the original option to acquire Series H Preferred Stock: 100% of the option will vest on November 1, 2006; vesting will accelerate under certain circumstances and is exercisable for a period of 10 years from date of grant on September 8, 2004.

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