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 * PETERSON KENNETH D JR   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O COLUMBIA VENTURES CORPORATION, 203 SE PARK PLAZA DRIVE, SUITE 270 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2005 (Street) VANCOUVER, WA 98684 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   C(1)   61,996,280 (1) A (1) 61,996,280 I See footnote 2 below. (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 M Participating Convertible Preferred Stock

(1)

02/15/2005

C(1)

2,000

(3)

(4)

Common Stock

61,996,280

$ 0 (1)

0

I

See footnote 2 below. (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PETERSON KENNETH D JR C/O COLUMBIA VENTURES CORPORATION 203 SE PARK PLAZA DRIVE, SUITE 270 VANCOUVER, WA 98684	X

Signatures

Kenneth D. Peterson Jr.		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)	On February 15, 2005, Columbia Ventures' 2,000 shares of Series M Participating Convertible Preferred Stock were converted by action of the stockholders into 61,996,280 shares of common stock at the rate of 30,998.15 shares of common stock for each share of Series M Participating Convertible Preferred Stock. The common stock is subject to the same vesting provisions applicable to the original Series M Participating Convertible Preferred Stock.
(2)	Represents shares held by Columbia Ventures Corporation. Mr. Peterson is the Chief Executive Officer and sole shareholder of Columbia Ventures Corporation.
(3)	The Series M Participating Convertible Preferred Stock was immediately convertible.
(4)	The conversion feature continued indefinitely.

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