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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1. Name and Address of Reporting Person * Cisco Systems Capital CORP   2. Issuer Name and Ticker or Trading Symbol COGENT COMMUNICATIONS GROUP INC [COI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 170 WEST TASMAN DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2005 (Street) SAN JOSE, CA 95134 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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   C   68,199,713 A (1) 68,199,713 D (2)   Common Stock 02/15/2005   C   68,199,713 A (1) 68,199,713 I By Cisco (2)

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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 F Participating Convertible Preferred Stock

(3)

02/15/2005

C

11,000

(4)

(1)

Common Stock

68,199,713 (3)

(1)

0

D (2)

Series F Participating Convertible Preferred Stock

(3)

02/15/2005

C

11,000

(4)

(1)

Common Stock

68,199,713 (3)

(1)

0

I

By Cisco (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cisco Systems Capital CORP 170 WEST TASMAN DRIVE SAN JOSE, CA 95134		X
CISCO SYSTEMS INC 225 WEST TASMAN DR SAN JOSE, CA 95134-1706		X

Signatures

/s/ David Rogan, President, CISCO SYSTEMS CAPITAL CORPORATION		02/17/2005
**Signature of Reporting Person		Date
/s/ Dennis Powell, Senior Vice President and Chief Financial Officer, CISCO SYSTEMS, INC.		02/17/2005
**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)	Not applicable.
(2)	Cisco Systems Capital Corporation ("Cisco Capital") directly holds the reported securities. Cisco Systems, Inc. ("Cisco") is the sole shareholder of Cisco Capital and as such may be deemed to be an indirect beneficial owner of the reported securities. Except to the extent of any indirect pecunairy interest therein, Cisco disclaims beneficial ownership of the securities held by Cisco Capital.
(3)	Each share of Series F Participating Convertible Preferred Stock, par value $0.001 per share, converts into 6,199.974 shares of Common Stock.
(4)	Immediately convertible.
Remarks: A COPY OF THE JOINT FILING AGREEMENT DATED FEBRUARY 17, 2005 BETWEEN THE REPORTING PERSONS AND RELATING TO THE SECURITIES OF THE ISSUER IS ATTACHED AS EXHIBIT A TO THE SCHEDULE 13D ON FILE WITH THE U.S. SECURITIES & EXCHANGE COMMISSION.

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