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 * BEURY ROBERT N 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) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer (Last) (First) (Middle) 1015 31ST ST., NW 3. Date of Earliest Transaction (Month/Day/Year) 12/05/2005 (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 12/05/2005   S   5,000 D $ 6 18,962 (1) D

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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

Option to purchase common stock

$ 0

06/01/2005

09/08/2014

common stock

9,462 (2)

9,462

D

Option to purchase common stock

$ 0

06/01/2005

09/08/2014

common stock

4,000 (3)

4,000

I

Option is owned by Mr. Beury's minor children

Option to purchase common stock

$ 4.88 (4)

10/26/2005

A

10,000 (4)

10/26/2005(4)

10/26/2015

common stock

10,000

$ 0

23,462 (5)

D (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BEURY ROBERT N JR 1015 31ST ST., NW WASHINGTON, DC 20007			Chief Legal Officer

Signatures

Robet N. Beury, Jr.		12/06/2005
**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)	This amount includes 18,962 shares owned by Mr. Beury as previously reported on various forms 4. This total includes 10,040 shares owned by Mr. Beury's minor children. Of this total 14,471 shares are vested and the remainder will vest by August 1, 2006. All share amounts reflect the 1-for-20 reverse stock split effected by the Company on March 23, 2005.
(2)	The options to acquire 9,462 shares of common stock reflect the forced conversion into common stock effected in February, 2005 and a 1-for-20 reverse stock split effected on March 23, 2005 concerning an option to acquire 246 shares Series H preferred stock granted in 2003 and previously reported by Mr. Beury on a form 4.
(3)	The options to acquire 4,000 shares of common stock reflect the forced conversion into common stock effected in February, 2005 and a 1-for-20 reverse stock split effected on March 23, 2005 concerning an option to acquire 104 shares Series H preferred stock granted to Mr. Beury in 2003 subsequently gifted to his minor children. Mr. Beury has previously reported this amount on a form 4.
(4)	On October 26, 2005 the Board of Directors of the Company approved a grant to Mr. Beury of options to purchase 10,000 shares of common stock at a purchase price of $4.88 per share. Options vest quarterly over 4 years in increments of 625 shares. Options are exercisable for a period of 10 years from date of grant.
(5)	Reflects options to purchase 9,462 and 10,000 shares of common stock owned by Mr. Beury and the options to acquire 4,000 shares of common stock gifted to his minor children.

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