<SUBMISSION>
<ACCESSION-NUMBER>0000919574-02-000031
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20020111
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ALLIED RISER COMMUNICATIONS CORP
<CIK>0001091535
<ASSIGNED-SIC>4813
<IRS-NUMBER>752789492
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-57141
<FILM-NUMBER>2507940
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1700 PACIFIC AVE
<STREET2>STE 400
<CITY>DALLAS
<STATE>TX
<ZIP>75201
<PHONE>2142103000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1700 PACIFIC AVE
<STREET2>STE 400
<CITY>DALLAS
<STATE>TX
<ZIP>75201
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>MAGTEN ASSET MANAGEMENT CORP
<CIK>0000898345
<ASSIGNED-SIC>0000
<IRS-NUMBER>132925888
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>35 EAST 21ST STREET
<CITY>NEW YORK
<STATE>NY
<ZIP>10010
<PHONE>2125296612
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET2>35 EAST 21ST STREET
<CITY>NEW YORK
<STATE>NY
<ZIP>10010
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>ar03872001ac4.txt
<TEXT>



<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                          SCHEDULE 13D
                         Third Amendment

           Under the Securities Exchange Act of 1934*

             Allied Riser Communications Corporation
                        (Name of Issuer)

                          Common Shares
                 (Title of Class of Securities)

                            019496108
                         (CUSIP Number)

                          Gary J. Wolfe
                       Seward & Kissel LLP
                     One Battery Park Plaza
                    New York, New York  10004
                         (212)  574-1200
          (Name, address and telephone number of person
        authorized to receive notices and communications)

                        January 11, 2002
     (Date of event which requires filing of this statement)

                          Page 1 of 22

     If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
Sections 240.13d-1(e), 240.13d-1(f) or 240.d-1(g), check the
following box  / /

     NOTE:   Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits.  See Section 240.13d-7(b) for other parties to whom
copies are to be sent.
----------------
*    The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

     The information required in the remainder of this cover page
shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be



<PAGE>

subject to all other provisions of the Act (however, see the
Notes).



















































                                2



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                          Guardfish, LLC
                          I.R.S. Identification No.: 41-2000467
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  650,618
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          650,618
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          -0-
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          1.1%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          00
-----------------------------------------------------------------





                                3



<PAGE>

     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                          Peninsula Partners, L.P.
                          I.R.S. Identification No.: 54-1967939
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  1,281,717
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          1,281,717
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          1,281,717
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          2.1%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          PN
-----------------------------------------------------------------






                                4



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                          Sagamore Hill Hub Fund, Ltd.
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Cayman Islands
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  1,044,242
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          1,044,242
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          1,044,242
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          1.7%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          CO
-----------------------------------------------------------------






                                5



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                          CRT Capital Group, LLC
                          I.R.S. Identification No.: 06-1386357
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS**
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Connecticut
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  785,621
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          785,621
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          785,621
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          1.3%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          00
-----------------------------------------------------------------





                                6



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                          JMG Capital Partners, L.P.
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          California
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  58,556
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          58,556
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          58,556
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          .1%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          00
-----------------------------------------------------------------






                                7



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                          JMG Triton Offshore Fund, Ltd.
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          British Virgin Islands
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  198,438
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          198,438
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          198,438
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          .3%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          CO
-----------------------------------------------------------------






                                8



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                             LC CAPITAL PARTNERS, L.P.
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  292,778
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          292,778
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          292,778
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          .5%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          PN
-----------------------------------------------------------------






                                9



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                             HBV Capital Management, LLC
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  105,269
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          105,269
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          105,269
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          .2%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          00
-----------------------------------------------------------------






                               10



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                             Magten Asset Management, Corp.
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  442,420
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          1,008,457
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          1,008,457
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          1.7
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          CO
-----------------------------------------------------------------






                               11



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                             Angelo, Gordon & Co., L.P.
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  221,210
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          221,210
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          221,210
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          .4%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          PN
-----------------------------------------------------------------






                               12



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                             Marketus Value Partners, L.P.
                             Tax ID No. 13-4197373
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                   -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                 65,062
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                         65,062
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                         65,062
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                         .1%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                         PN
-----------------------------------------------------------------





                               13



<PAGE>

-----------------------------------------------------------------
     (1)  NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON
                             ANDA Partnership
                             IRS Identification No. 88-0132846
-----------------------------------------------------------------
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
                                                         (a)  / /
                                                         (b)  /x/
-----------------------------------------------------------------
     (3)  SEC USE ONLY
-----------------------------------------------------------------
     (4)  SOURCE OF FUNDS
                          WC
-----------------------------------------------------------------
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
          REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)             / /
-----------------------------------------------------------------
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION
                          Illinois
-----------------------------------------------------------------
NUMBER OF     (7)  SOLE VOTING POWER
SHARES                    -0-
-----------------------------------------------------------------
BENEFICIALLY  (8)  SHARED VOTING POWER
OWNED BY                  1,301,236
-----------------------------------------------------------------
EACH          (9)  SOLE DISPOSITIVE POWER
REPORTING                 -0-
-----------------------------------------------------------------
PERSON WITH   (10) SHARED DISPOSITIVE POWER
                          1,301,236
-----------------------------------------------------------------
     (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
           BY EACH REPORTING PERSON
                          1,301,236
-----------------------------------------------------------------
     (12)  CHECK BOX IF THE AGGREGATE AMOUNT
           IN ROW (11) EXCLUDES CERTAIN SHARES**              /x/
-----------------------------------------------------------------
     (13)  PERCENT OF CLASS REPRESENTED
           BY AMOUNT IN ROW (11)
                          2.1%
-----------------------------------------------------------------
     (14)  TYPE OF REPORTING PERSON**
                          PN
-----------------------------------------------------------------





                               14



<PAGE>

    This third amended Schedule 13D (the "Third Amendment")
amends and supplements the Schedule 13D filed on December 6, 2001
(the "Schedule 13D") by Providence Asset Management, LLC,
Peninsula Partners, L.P., Sagamore Hill Hub Fund, Ltd., CRT
Capital Group, LLC, JMG Capital Partners, L.P., JMG Triton
Offshore Fund, Ltd., LC Capital Partners, L.P., HBV Capital
Management, LLC and Magten Asset Management, Corp., the first
amended Schedule 13D ("First Amendment") filed on December 11,
2001 by the above listed entities and Angelo, Gordon & Co., L.P.,
and the second amended Schedule 13D ("Second Amendment") filed on
December 28, 2001 by the above listed parties with Guardfish, LLC
substituted for Providence Asset Management, LLC, with respect to
the common shares, $.0001 par value, of Allied Riser
Communications Corporation (the "Company").

    The purpose of this Third Amendment is:  (i) to add ANDA
Partnership, an Illinois General Partnership, and Marketus Value
Partners, L.P. as Reporting Persons to the Schedule 13D, (ii) to
disclose and attach as an Exhibit a Right of First Refusal
agreement for the Sale of the Notes by and among certain of the
Reporting Persons, and (iii) to disclose the filing of and attach
as an exhibit an Amended Verified Complaint in the Action,
pending in the Chancery Court of Delaware, brought by certain of
the Reporting Persons, and the intention of the Reporting Persons
to seek a preliminary injunction enjoining the Company's proposed
merger with Cogent.

    All capitalized terms used in this Third Amendment and not
otherwise defined herein have the meaning set forth in the
Schedule 13D and the First and Second Amendment.

ITEM 1.    SECURITY AND ISSUER.

    No changes.

ITEM 2.    IDENTITY AND BACKGROUND.

    Item 2 is hereby amended as follows:

    The first sentence of the first paragraph of Item 2 is
replaced in its entirety with the following:

         (a)  This statement is filed by the following entities
         with respect to securities (the "Notes") beneficially
         held in discretionary accounts managed by the reporting
         persons listed herein or by discretionary accounts
         managed by the reporting persons listed herein: (i) CRT
         Capital Group, LLC, a Connecticut limited liability
         company ("CRT Capital"), with respect to Notes
         beneficially owned by it, (ii) Peninsula Partners, L.P.,
         a Delaware limited partnership ("Peninsula Partners"),


                               15



<PAGE>

         with respect to Notes beneficially owned by it, (iii)
         Guardfish LLC, a Delaware limited liability company
         ("Guardfish"), with respect to Notes held by it and that
         were previously beneficially owned by Providence Asset
         Management, LLC, (iv) Sagamore Hill Hub Fund, Ltd., a
         Cayman Islands company ("Sagamore Hill"), with respect
         to Notes beneficially owned by it, (v) JMG Capital
         Partners, LLC, a California limited liability company
         ("JMG Capital"), with respect to Notes held in
         discretionary accounts managed by it, (vi) JMG Triton
         Offshore Fund, Ltd., a British Virgin Islands company
         ("JMG Triton"), with respect to Notes beneficially owned
         by it, (vii) LC Capital Partners, L.P., ("LC Capital
         Partners") with respect to Notes beneficially owned by
         it, (viii) Magten Asset Management Corporation, a
         Delaware corporation ("Magten Asset Management") with
         respect to Notes held in discretionary accounts managed
         by it, (ix) HBV Capital Management, LLC ("HBV Capital")
         with respect to Notes beneficially owned by it, (x)
         Angelo, Gordon & Co., L.P. ("Angelo Gordon") with
         respect to Notes held in discretionary accounts managed
         by it, (xi) ANDA Partnership ("ANDA"), an Illinois
         general partnership, with respect to notes beneficially
         owned by it, and (xii) Marketus Value Partners, L.P.
         ("Marketus"), with respect to notes beneficially owned
         by it.

    The second paragraph of Item 2 is replaced in its entirety
with the following:

         (b)  The principal business of each of JMG Capital, HBV
         Capital, Magten Asset Management and Angelo Gordon is to
         serve as an investment manager to private investment
         funds.  The principal business of Peninsula Partners, LC
         Capital Partners, Guardfish, ANDA and Marketus is that
         of a private investment entity engaged in the purchase
         and sale of securities for investment.  The principal
         business of Sagamore Hill and JMG Triton is that of an
         offshore investment fund engaged in the purchase and
         sale of securities for investment.  CRT Capital is an
         NASD registered broker-dealer.

    The following sentences are added to the third paragraph of
Item 2:

         (c)  The address of ANDA Partnership is 2 North
         Riverside Plaza, Suite 1500, Chicago, IL 60606.  The
         address of Marketus is 230 Park Avenue, 13th Floor, New
         York, NY 10169.




                               16



<PAGE>

    The last paragraph of Item 2 is replaced in its entirety with
the following:

         Information contained herein concerning CRT Capital,
         Peninsula Partners, Guardfish, Sagamore Hill, JMG
         Capital, JMG Triton, LC Capital Partners, Magten Asset
         Management, HBV Capital, Angelo Gordon, ANDA
         Partnership, and Marketus has been provided by each such
         Reporting Person.  Each reporting person specifically
         disclaims any and all responsibility for information
         provided by each other reporting person.

ITEM 3.  Source and Amount of Funds and Other Consideration.

    Item 3 is hereby amended to read in its entirety as follows:

         The amount of the consideration for the Company's common
         shares is the face amount of the Notes owned by CRT
         Capital, Peninsula Partners, Guardfish, Sagamore Hill,
         JMG Capital, JMG Triton, LC Capital Partners, Magten
         Asset Management, HBV Capital, Angelo Gordon, ANDA and
         Marketus or discretionary accounts managed by these
         Reporting Persons, which is approximately $12,075,000,
         $19,700,000, $10,000,000, $15,050,000, $900,000,
         $3,050,000, $4,500,000, $15,500,000, $1,618,000,
         $3,400,000, $20,000,000 and $1,000,000 respectively,
         that is convertible into the Company's common shares at
         the ratio of 65.0618 of the Company's common shares for
         each $1,000 principal amount of the Notes.  The actual
         purchase price for the Notes held by the reporting
         persons will have varied.

         The Notes purchased by Peninsula Partners, Sagamore
         Hill, JMG Triton, CRT Capital, LC Capital Partners,
         Guardfish, ANDA and Marketus were purchased with the
         investment capital of the respective entities.  The
         Notes purchased by discretionary accounts managed by JMG
         Capital, HBV Capital, Magten Asset Management and Angelo
         Gordon were purchased with the investment capital of
         their respective discretionary accounts.

ITEM 4.  Purpose of the Transaction.

    Item 4 is hereby amended to include the following paragraphs:

         On January 11, 2002, certain of the Reporting Persons
         named in the Schedule 13D who are Plaintiffs in the
         Delaware action filed an amended verified complaint in
         that action.  In addition to amending certain of the
         allegations against the Defendants, ANDA was included as
         a plaintiff in the Delaware action.  A copy of the


                               17



<PAGE>

         Amended Verified Complaint is attached hereto as
         Exhibit S.

         Such Reporting Persons have requested that the court
         issue summonses to be served on the defendants, and
         intend to move for a preliminary injunction enjoining
         the Company's proposed merger with Cogent.

         Also on January 11, 2002, certain of the Reporting
         Persons entered into a Right of First Refusal agreement
         ("Right of First Refusal"), pursuant to which the
         parties to the agreement agreed not to transfer any
         Notes held by such Reporting Person to a third party
         unless and until offered to each other party to the
         Right of First Refusal.  The Right of First Refusal is
         attached here as Exhibit T.

         The Reporting Persons reserve the right to purchase or
         dispose of Notes and common shares of the Company and to
         make proposals to the Company and its shareholders
         relating to the common shares and the Company's capital
         structure.

ITEM 5.  Interest in Securities of the Issuer.

    Item 5 is hereby amended as follows:

    The second and third paragraphs of Item 5 are amended to read
in their entirety as follows:

         As of the close of business on January 11, 2002, (i) CRT
         Capital, through discretionary accounts, has the right
         to acquire 785,621 of the Company's common shares,
         constituting approximately 1.3% of its outstanding
         common shares, upon the conversion of all of the Notes
         it holds; (ii) Peninsula Partners has the right to
         acquire 1,281,717 of the Company's common shares,
         constituting approximately 2.1% of the Company's
         outstanding common shares, upon the conversion of all of
         the Notes that it holds, (iii) Guardfish has the right
         to acquire 650,618 of the Company's common shares,
         constituting approximately 1.1% of the Company's
         outstanding common shares, upon the conversion of all of
         the Notes that it holds; (iv) Sagamore Hill has the
         right to acquire 979,180 of the Company's common shares,
         constituting approximately 1.6% of the Company's
         outstanding common shares, upon the conversion of all of
         the Notes that it holds, (v) JMG Capital, through
         discretionary accounts, has the right to acquire 58,556
         of the Company's common shares, constituting
         approximately .1% of the Company's outstanding common


                               18



<PAGE>

         shares, upon the conversion of all of the Notes that it
         holds, (vi) JMG Triton has the right to acquire 198,438
         of the Company's common shares, constituting
         approximately .3% of the Company's outstanding common
         shares, upon the conversion of all of the Notes that it
         holds, (vii) LC Capital Partners has the right to
         acquire 292,778 of the Company's common shares,
         constituting approximately .5% of the Company's
         outstanding common shares, upon the conversion of all of
         the Notes that it holds, (viii) Magten Asset Management,
         through discretionary accounts, has the right to acquire
         1,008,457 of the Company's common shares, constituting
         approximately 1.7% (ix) HBV Capital has the right to
         acquire 105,269 of the Company's common shares,
         constituting approximately .2% of the Company's
         outstanding common shares, upon the conversion of all of
         the Notes that it holds, (x) Angelo Gordon, through
         discretionary accounts, has the right to acquire 221,210
         of the Company's common shares, constituting
         approximately .4% of the Company's outstanding common
         shares, upon the conversion of all of the Notes that it
         holds, (xi) ANDA has the right to acquire 1,301,236 of
         the Company's common shares, constituting approximately
         2.1% of the Company's outstanding common shares, upon
         conversion of all of the Notes that it holds, and
         (xii) Marketus has the right to acquire 65,062 of the
         Company's common shares, constituting approximately .1%
         of the Company's outstanding common shares, upon
         conversion of all of the Notes that it holds.

         As of January 11, 2002, (i) CRT Capital has the power to
         direct the vote and the power to direct the disposition
         of 785,621 of the Company's common shares upon the
         conversion of the Notes; (ii) Peninsula Partners has the
         power to vote and the power to dispose of 1,281,717 of
         the Company's common stock upon the conversion of the
         Notes, (iii) Guardfish has the power to direct the vote
         and the power direct the disposition of 650,618 of the
         Company's common shares upon the conversion of the
         Notes; (iv) Sagamore Hill has the power to vote and the
         power to dispose of 979,180 of the Company's common
         shares upon the conversion of the Notes, (v) JMG Capital
         has the power to direct the vote and the power to direct
         the disposition of 58,556 of the Company's common shares
         upon the conversion of the Notes, (vi) JMG Triton has
         the power to vote and the power to dispose of 198,438 of
         the Company's common shares upon the conversion of the
         Notes, (vii) LC Capital Partners has the power to vote
         and the power to dispose of 292,778 of the Company's
         common shares upon the conversion of the Notes, (viii)
         Magten Asset Management has the power to direct the vote


                               19



<PAGE>

         of 442,420 of the Company's common shares, and the power
         to direct the disposition of 1,008,457 of the Company's
         common shares upon the conversion of the Notes, (ix) HBV
         Capital has the power to vote the power to dispose of
         105,269 of the Company's common shares upon the
         conversion of the Notes, (x) Angelo Gordon has the power
         to direct the vote and the power to direct the
         disposition of 221,210 of the Company's common shares
         upon the conversion of the Notes, (xi) ANDA has the
         power to vote and the power to dispose of 1,301,236 of
         the Company's common shares upon the conversion of the
         Notes, and (xii) Marketus has the power to vote and the
         power to dispose of 65,062 of the Company's common
         shares upon the conversion of the Notes.

    The first sentence of the last paragraph of Item 5 is amended
    to read as follows:

         Information contained herein concerning CRT Capital,
         Peninsula Partners, Guardfish, Sagamore Hill, Magten
         Asset Management, JMG Capital, JMG Triton, LC Capital
         Partners, Angelo Gordon, ANDA, and Marketus has been
         provided by each such reporting Person.

ITEM 6.  Contracts, arrangements, Understandings or
         relationships with respect to the Securities of the
         Issuer.

    Item 6 is amended to read in its entirety as follows:

         Except for a filing agreement relating to the Schedule
         13D and amendments thereto and the Right of First
         Refusal by and among certain of the reporting persons,
         the Reporting Persons listed herein do not have, nor do
         any accounts managed by a reporting person have, any
         contracts, arrangement, understandings or relationships
         with respect to the Company's common shares.

ITEM 7  Materials to be Filed as Exhibits.

    Exhibits q) through r) were filed with the Schedule 13D, the
First Amendment and the Second Amendment.

    The following documents are filed as exhibits to this Third
Amendment:

    s)   Amended Verified Complaint, filed with the Chancery
         Court of Delaware on January 11, 2002

    t)   Right First Refusal agreement, by and among certain of
         the Reporting Persons, with respect to the Notes.


                               20



<PAGE>

                           SIGNATURES

     After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.

DATED: January 11, 2002



GUARDFISH, LLC


By: /S/ John G. Kopchik
        ____________________

PENINSULA PARTNERS, L.P.


By: /S/ R. Ted Weschler
        ____________________

SAGAMORE HILL HUB FUND, LTD


By: /S/ Steven Bloom
        ____________________


CRT CAPITAL GROUP, LLC


By: /S/ Robert Lee
        ____________________


JMG CAPITAL PARTNERS, L.P.


By: /S/ Jonathan Glaser
        ____________________

JMG TRITON OFFSHORE FUND, LTD


By: /S/ Jonathan Glaser
        ____________________






                               21



<PAGE>

LC CAPITAL PARTNERS, LP


By: /S/ Steve Lampe
        ____________________

MAGTEN ASSET MANAGEMENT, CORP.


By: /S/ Robert Capozzi
        ____________________


HBV CAPITAL MANAGEMENT, LLC


By: /S/ George J. Konomos
        ____________________


ANGELO, GORDON & CO., LP


By: /S/ Fred Berger
        ____________________


ANDA PARTNERSHIP


By Its Partners:

 Ann Only Trust

By: /S/ Mark Slezak
        ____________________

 Ann and Descendants Trust


By: /S/ Mark Slezak
        ____________________


Marketus Value Partners, LP


 By: /S/ Edmond A. Hajim
     _______________________




                               22
03872001.AC4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13 OTH CONTRCT
<SEQUENCE>3
<FILENAME>ar03872001ac5.txt
<DESCRIPTION>RIGHT OF FIRST REFUSAL
<TEXT>



<PAGE>

                            Agreement

         This Agreement (this "Agreement") is dated as of January
11, 2002 by and among each of the parties listed on Exhibit A
attached hereto (each a "Holder" and collectively, the
"Holders").
                      W I T N E S S E T H :

         WHEREAS, each Holder is the beneficial owner of certain
7.5% Convertible Subordinated Notes due 2007 (the "Notes") issued
by Allied Riser Communications Corporation (the "Issuer"); and

         WHEREAS, the Holders desire to set forth certain mutual
agreements concerning their respective ownership of the Notes.

         NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each
Holder hereby agrees as follows:

         (1)  Each Holder acknowledges that, as of the date
hereof, it is the beneficial owner of Notes in the aggregate
principal amount set forth on Exhibit A.

         (2)  Each Holder agrees that it shall not sell or
otherwise transfer or otherwise offer to sell or otherwise
transfer (except by way of a distribution to a partner, investor,
member, shareholder or other affiliate or another Holder) all or
any part of its interest in the Notes (a "Restricted Transfer"),
except in accordance with this Agreement.

         (3)  If any Holder (a "Selling Holder") receives a bona
fide offer for some or all of its Notes ("Offered Notes") that
would result in a Restricted Transfer, the Selling Holder shall
promptly notify the other Holders of the price (the "Offer
Price") at which it intends to so sell or transfer the Offered
Notes (a "Transfer Notice").

         (4)  If, within one (1) business day after the date of
the Transfer Notice, any of the Holders ("Purchasing Holders")
gives notice of its willingness to purchase the Offered Notes of
the Selling Holder at the Offer Price, then the Selling Holder
shall sell its interest in those Offered Notes to such Purchasing
Holders at the Offer Price.  If more than one Purchasing Holder
so indicates its willingness to purchase at the Offer Price, then
those Purchasing Holders shall purchase the Offered Notes in
equal shares or as they shall otherwise agree among themselves.

         (5)  The Purchasing Holder(s) shall have three (3)
business days from the date of delivery of its (their) notice of
willingness to settle the purchase of the Offered Notes.




<PAGE>

         (6)  If no Holder gives notice of its willingness to
purchase the Offered Notes within the one (1) business day period
after the delivery of the Transfer Notice, then the Selling
Holder may sell its interest in the Offered Notes to the third
party that originally made the offer, at no less than the Offer
Price.  If the Selling Holder does not sell its interest in the
Notes in accordance with the foregoing, then the terms of this
Agreement shall continue to apply to the Offered Notes.

         (7)  This Agreement shall be governed by the laws of the
State of New York.  Any legal action or proceeding in connection
with this Agreement or the performance hereof may be brought in
the state and federal courts located in the Borough of Manhattan,
City, County and State of New York, and the parties hereby
irrevocably submit to the non-exclusive jurisdiction of such
courts for the purpose of any such action or proceeding

         (8)  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which shall constitute but one and the same agreement.

         (9)  All notices under this Agreement shall be in
writing and given by facsimile transmission, with a copy sent by
regular mail, or by email, with a copy given by facsimile
transmission (but effective on receipt of the email) in each case
to the Holders at the addresses and facsimile numbers listed on
Exhibit A.  A copy of any notice hereunder shall also be sent to:
Seward & Kissel LLP, One Battery Park Plaza, New York, New York
10004, Attention:  Gary Wolfe, Esq., Facsimile Number (212) 480-
8421.

         (10) This Agreement may be terminated on five (5) days'
prior notice by a writing sent by Holders who at the time of the
notice hold at least 2/3 in principal amount of all of the Notes
held by the Holders who are party to this Agreement.  In
addition, this Agreement shall automatically expire on December
31, 2002.

                    [Signature page follows]














                                2



<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the date first set forth above.

CRT CAPITAL GROUP, LLC


By: /s/ Robert Lee
    ---------------------------
        Robert Lee


MAGTEN ASSET MANAGEMENT CORP.


By: /s/ Robert Capozzi
    ---------------------------
        Robert Capozzi


PENINSULA PARTNERS, L.P.


By: /s/ R. Ted Wesehler
    ---------------------------
        R. Ted Wesehler


GUARDFISH, LLC


By: /s/ John G. Kopchik
    ---------------------------
        John G. Kopchik


SAGAMORE HILL HUB FUND, LTD


By: /s/ Steven Bloom
    ---------------------------
        Steven Bloom












                                3



<PAGE>



ANDA PARNTERSHIP, an Illinois
General partnership

By Its Partners:

    Ann Only Trust


         By:  /s/ Mark Slezak
         -----------------------
                  Mark Slezak


    Ann and Descendants Trust


         By:  /s/ Mark Slezak
         -----------------------
                  Mark Slezak
































                                4



<PAGE>

                                  Exhibit A

Holder                       Principal Office                   Amount
-----------------------------------------------------------------------------

ANDA Partnership,            2 N. Riverside Plaza,              $20,000,000
an Illinois                  Suite 1500
General partnership          Chicago, IL 60606

CRT Capital Group, LLC       One Fawcett Place                  $12,075,000
                             Greenwich, CT  06830

Guardfish, LLC               261 School Avenue, Suite 400       $10,000,000
                             Excelsior, MN 55331

Magten Asset Management,     35 East 21st Street, Fifth Floor   $15,500,000
Corp.                        New York, NY  10010

Peninsula Partners, L.P.     404B East Main Street              $19,700,000
                             Charlottesville, VA  22902

Sagamore Hill Hub Fund, Ltd. Maples & Calder                    $15,050,000
                             P.O. Box 309, Ugland House
                             South Church Street
                             Georgetown, Grand Cayman
                             Cayman Islands
                             $15,050,000


























                                      5
03872001.AC5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ar03872001ac6.txt
<DESCRIPTION>AMENDED COMPLAINT
<TEXT>



<PAGE>

        IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                  IN AND FOR NEW CASTLE COUNTY

ANGELO, GORDON & CO., L.P., JMG CAPITAL     )
PARTNERS, LLC, SAGAMORE HILL HUB FUND,      )
LTD., JMG TRITON OFFSHORE FUND, LTD.,       )    C.A. No. 19298NC
PENINSULA CAPITAL ADVISORS, LLC,            )
GUARDFISH LLC and ANDA PARTNERSHIP,         )
                                            )
              Plaintiffs,                   )
                                            )
         - against -                        )
                                            )
ALLIED RISER COMMUNICATIONS                 )
CORPORATION, a Delaware Corporation,        )
GERALD K. DINSMORE, R. DAVID SPRENG,        )
DONALD LYNCH and BLAIR P. WHITAKER,         )
                                            )
              Defendants.                   )

                   AMENDED VERIFIED COMPLAINT

         Plaintiffs Angelo, Gordon & Co., L.P., JMG Capital

Partners, LLC, Sagamore Hill Hub Fund, Ltd., JMG Triton Offshore

Fund, Ltd., Peninsula Capital Advisors, LLC, Guardfish LLC, and

ANDA Partnership (the "Noteholders") allege for their Amended

Verified Complaint against Allied Riser Communications

Corporation ("Allied Riser") and the members of its board of

directors Gerald K. Dinsmore, R. David Spreng, Donald Lynch and

Blair T. Whitaker (collectively, the "Directors") as follows:

                        Nature of Action

         1.   Plaintiffs are the beneficial owners of (or manage

accounts that beneficially own) approximately $72.7 million of

the 7.50% Convertible Subordinated Notes due in 2007 (the

"Notes") issued by Defendant Allied Riser pursuant to an

indenture, dated as of June 28, 2000 (the "Indenture"), between




<PAGE>

Allied Riser, as issuer, and Wilmington Trust Company, as

indenture trustee (the "Trustee").

         2.   Allied Riser is a telecommunications company that

has consistently experienced negative cash flow and losses since

the Notes were issued, and expects to generate significant losses

into the foreseeable future.  Allied Riser has undertaken a de

facto liquidation of its business and has effectively ceased its

existence as a going business concern.  As a result, its

remaining assets consisted primarily of approximately $115

million in cash and marketable securities as of September 30,

2001.  Because its total liabilities, as of September 30, 2001,

were approximately $214 million and its total assets only $168

million, Allied Riser, on information and belief, is insolvent or

in the vicinity of insolvency.  Under these circumstances, the

Directors and the company's executive officers owe a fiduciary

duty to Allied Riser's creditors, including the Noteholders.

         3.   Conflicted by their personal interests, including

their substantial ownership interest in Allied Riser's common

stock and their financial interest in retention and severance

packages, the Directors and the executive officers have agreed to

a merger of Allied Riser with Cogent Communications Group, Inc.

("Cogent"), a telecommunications company that projects years of

negative cash flow and dramatically increasing losses into the

foreseeable future (the "Merger").  The Merger gives Cogent

unbridled control and use of Allied Riser's remaining assets,




                                2



<PAGE>

including $115 million in cash and marketable securities,

purports to release Allied Riser from its obligations to the

Noteholders without their consent, and purports to subordinate

the Notes to substantial amounts of Cogent debt -- all to the

detriment of the Noteholders.

         4.   The proposed Merger also undermines or eliminates

Allied Riser's ability to satisfy its obligations to the

Noteholders by causing Allied Riser to unnecessarily incur

debilitating expenses relating to the Merger, including (a) legal

and financial advisor fees, (b) an exorbitant $5.2 million

retention plan for the payment of bonuses, severance and

retention amounts to Allied Riser's executives (the "Retention

Plan"), and (c) a wasteful and disproportionate $5 million

termination payment to Cogent if the Merger is not consummated.

         5.   The Noteholders assert claims against Allied Riser

and its Directors for (a) the Directors' breach of their

fiduciary duty of loyalty and care to the Noteholders; (b) Allied

Riser's breach of the covenant of good faith and fair dealing

implied in the Notes and the Indenture; (c) Allied Riser's

fraudulent conveyance of its remaining assets to Cogent; (d) a

judicial declaration that the Merger qualifies as a "Change of

Control" of Allied Riser under Section 14.4(2) of the Indenture

requiring Allied Riser, at the Noteholders' option, to repurchase

the Notes; (e) a judicial declaration that (i) Defendants' de

facto liquidation of Allied Riser's business violates the




                                3



<PAGE>

covenant set forth in Section 10.4 of the Indenture requiring

Allied Riser to preserve its existence as a going business

concern, (ii) Allied Riser has no ability to cure the default

arising from violation of the covenant, and (iii) the Noteholders

have an immediate right to accelerate all amounts due on the

Notes pursuant to the terms of the Indenture; and (f) a judicial

declaration that (i) Allied Riser's assets are impressed with a

constructive trust for the benefit of the Noteholders because

Allied Riser, on information and belief, is insolvent or in the

vicinity of insolvency, (ii) the Directors have breached their

duty as trustees of Allied Riser's assets, and (iii) the

Directors are liable to the Noteholders for damages arising from

the breach of their duty as trustees.

         6.   The Noteholders also bring this action to

preliminarily and permanently enjoin Defendants from (a)

consummating the Merger and (b) taking any actions to further

dissipate Allied Riser's remaining assets, including (i) the

implementation, renewal or extension of the $5.2 million

Retention Plan and (ii) any payment to Cogent of the $5 million

termination fee.

         7.   An injunction enjoining the Merger is necessary to

prevent Allied Riser from violating Section 7.1(2) of the

Indenture pursuant to which Allied Riser is prohibited from

merging into any entity if a default under the Indenture has






                                4



<PAGE>

occurred or is continuing.  Allied Riser's actions as described

herein constitute a series of defaults under the Indenture.

         8.   Absent an injunction, the Noteholders will suffer

irreparable injury because the Merger (a) gives the financially-

strapped Cogent -- a company with years of projected negative

cash flow and losses -- unbridled control and use of Allied

Riser's remaining assets, including $115 million in cash and

marketable securities, to fund Cogent's own operations and pay

its debt, rather than to satisfy the obligations to the

Noteholders, (b) purports to release Allied Riser from its

obligations to the Noteholders without their consent and the

assumption of those obligations by Cogent, which expects its

losses and debt level to increase significantly as it integrates

Allied Riser, and (c) purports to subordinate the Notes to

substantial amounts of Cogent debt.  Given its financially-

distressed condition, Cogent will soon deplete Allied Riser's

cash and marketable securities, increasing the likelihood of a

default on payment of the Notes and a default on payment of any

damages awarded by the Court to the Noteholders.

                           The Parties

Plaintiffs

         9.   Plaintiff Angelo, Gordon & Co., L.P. is a limited

partnership organized under the laws of Delaware with its

principal office in New York, New York.






                                5



<PAGE>

         10.  Plaintiff JMG Capital Partners, LLC is a limited

liability company organized under the laws of California with its

principal office in Los Angeles, California.

         11.  Plaintiff Sagamore Hill Hub Fund, Ltd. is a limited

company organized under the laws of the Cayman Islands with its

principal office in the Cayman Islands.

         12.  Plaintiff JMG Triton Offshore Fund, Ltd. is a

limited company organized under the laws of the British Virgin

Islands with its principal office in Los Angeles, California.

         13.  Plaintiff Peninsula Capital Advisors, LLC is a

limited liability company organized under the laws of Delaware

with its principal office in Charlottesville, Virginia.

         14.  Plaintiff Guardfish LLC is a limited liability

company organized under the laws of Delaware with its principal

office in Excelsior, Minnesota.

         15.  Plaintiff ANDA Partnership is a general partnership

organized under the laws of Illinois with its principal office in

Chicago, Illinois.

Defendants

         16.  Defendant Allied Riser is a corporation organized

and existing under the laws of Delaware with its principal place

of business at 1700 Pacific Avenue, Suite 400, Dallas, Texas.

         17.  Defendant Gerald K. Dinsmore is Allied Riser's

Chief Executive Officer and President, and Chairman of Allied

Riser's board of directors.  On information and belief,




                                6



<PAGE>

Mr. Dinsmore resides in Texas.  On information and belief, Mr.

Dinsmore is the beneficial owner of 1,333,833 shares of Allied

Riser's common stock.

         18.  Defendant R. David Spreng is a director of Allied

Riser and, on information and belief, resides in Plantersville,

Texas.  On information and belief, Mr. Spreng is the beneficial

owner of 15,035 shares of Allied Riser's common stock and is the

managing partner of Crescendo Ventures, an entity that

beneficially owns 5,165,495 shares of Allied Riser's common

stock.

         19.  Defendant Donald Lynch is a director of Allied

Riser and, on information and belief, resides in Texas.  On

information and belief, Mr. Lynch is the beneficial owner of

69,444 shares of Allied Riser's common stock.

         20.  Defendant Blair P. Whitaker is a director of Allied

Riser and, on information and belief, resides in Houston, Texas.

On information and belief, Mr. Whitaker is the beneficial owner

of 5,035 shares of Allied Riser common stock and is the general

partner of Norwest Venture Partners VII, LP, an entity that

beneficially owns 5,165,494 shares of Allied Riser's common

stock.












                                7



<PAGE>

                       Factual Background

The Notes and Indenture

         21.  Pursuant to the Indenture, dated as of June 28,

2000, between Allied Riser, as issuer, and Wilmington Trust

Company, as indenture trustee, Allied Riser issued $150 million

of 7.50% Convertible Subordinated Notes due 2007.

         22.  In June 2001, Allied Riser completed a tender offer

for the repurchase of its Notes for a purchase price of $280 per

every $1,000 of principal amount of the Notes.  Only $26.4

million in aggregate principal amount of the Notes was tendered.

As a result of the tender offer, Allied Riser repurchased Notes

in that aggregate principal amount, leaving $123.6 million in

Notes outstanding.

         23.  In a December 12, 2001 press release, Allied Riser

announced that it had initiated the repurchase of an undisclosed

amount of Notes at a discount from face value in limited open

market or negotiated transactions.

         24.  Plaintiffs currently own Notes in the aggregate

principal amount of approximately $72.7 million, constituting at

least 58% of the aggregate outstanding principal amount of the

Notes.

         25.  Section 10.1 of the Indenture obligates Allied

Riser to pay interest on and the principal of the Notes in

accordance with the terms of the Notes and the Indenture.






                                8



<PAGE>

         26.  Section 1.11 of the Indenture provides that the

Notes and the Indenture are governed by the laws of the State of

New York.

Allied Riser's Precarious Financial Condition

         27.  Allied Riser describes itself as a facilities-based

provider of broadband data, video and voice communications

services to businesses in North America, and typically delivers

its services over networks that it designs, constructs, owns, and

operates.  It is a public company whose shares of common stock

are traded on the Nasdaq National Market, most recently in the

range of 13 and 16 cents per share.  The price of Allied Riser's

shares of common stock is down from a high of $48.75 in March

2000, a decline of approximately 99%.

         28.  Analysis of Allied Riser's financial filings

indicates that Allied Riser, on information and belief, is

insolvent or in the vicinity of insolvency.

         29.  On information and belief, Allied Riser is not able

currently, and will not be able in the near future, to pay its

debts as they become due in the ordinary course of business,

including its obligations to the Noteholders.

         30.  According to the Form 10-Q that Allied Riser filed

on November 14, 2001 with the Securities and Exchange Commission

(the "SEC") for the quarter ending September 30, 2001 (the "Form

10-Q"), Allied Riser's total liabilities of approximately $214

million exceeded its total assets of approximately $168 million




                                9



<PAGE>

by some $46 million.  Approximately $115 million of its total

assets consisted of cash and marketable securities as of

September 31, 2001.

         31.  According to the Form 10-Q, the value of Allied

Riser's assets has fallen precipitously from approximately $590

million as of December 31, 2000 to approximately $168 million as

of September 30, 2001, representing a decrease of approximately

$422 million or almost 72% of Allied Riser's total assets.

         32.  According to the Form 10-Q, Allied Riser's total

revenues for the quarter ending September 30, 2001 were less than

$8 million.  Its net loss for the same period was approximately

$40 million (excluding amortization, depreciation and asset

write-downs).

         33.  According to Cogent's Form S-4 Registration

Statement, as amended, filed with the SEC in connection with the

proposed Merger (the "Form S-4"), Allied Riser has incurred

dramatically increasing net losses of $14.6 million, $57.5

million and $173.4 million in 1998, 1999 and 2000, respectively,

and in the first nine months of 2001, had a net loss of $374.1

million.  According to the Form S-4, Allied Riser expects to

generate "significant net losses for the foreseeable future."

         34.  According to the Form 10-Q, Allied Riser's earnings

before net interest, taxes, depreciation and amortization

("EBITDA") for the quarter ending September 30, 2001 were a

negative $32.3 million.  Allied Riser has not generated positive




                               10



<PAGE>

EBITDA since it issued the Notes and does not expect to generate

positive EBITDA in the near term.

Allied Riser's Abandonment of its Business

         35.  According to its public filings, Allied Riser

reduced its work force (a) by approximately 115 employees in

October 2000, (b) by approximately 257 employees between

February 2001 and May 2001, (c) by approximately 290 employees in

July 2001, and (d) by 19 employees in October 2001.  On

information and belief, Allied Riser currently has only 17

employees, excluding employees in its 68% owned Canadian

subsidiary.

         36.  On July 24, 2001, Allied Riser (a) suspended its

retail sales of broadband data applications and services in most

markets in the United States effective as of September 21, 2001,

(b) transitioned its current retail customers to other service

providers, and (c) closed its sales offices.

         37.  According to the Form 10-Q, in the third and fourth

quarters of 2001, Allied Riser sold its interests in four of the

five companies it had acquired in 2000.  Between August and

September 2001, Allied Riser sold its subsidiary Winterlink, Inc.

and substantially all of the assets of its subsidiary

DirectCorporateLink.net, Inc. (two of the data and communication

service providers acquired in 2000).  In early October 2001,

Allied Riser sold its subsidiary Rockynet.com, Inc. and all of






                               11



<PAGE>

its membership interests of its subsidiary Netrox, L.L.C. (two

other data and communication service providers acquired in 2000).

         38.  Allied Riser's remaining assets, especially its

cash and other liquid assets, will continue to diminish at an

accelerated rate and ultimately will disappear over the ensuing

quarters.  As stated in the Form 10-Q, Allied Riser's "prospects

for future cash flow have weakened and operating risks have

increased," due to, among other things, "numerous adverse

changes" in its industry and continued weakness in the demand for

telecommunication services.

Allied Riser's Proposed Corporate Parent

         39.  According to its Form S-4, Cogent, a private

company, has been engaged since 2000 in providing high speed

Internet access and data communications to businesses and other

telecommunications service providers in large commercial office

buildings.

         40.  According to its Form S-4, Cogent is "an

early-stage company" with a short operating history in an

"unproven industry."  Cogent has "historically incurred operating

losses and [it] expects [its] losses to continue for the

foreseeable future."  In light of its negative financial history,

Cogent acknowledges in its Form S-4 that it will not succeed

unless it experiences rapid growth and obtains additional

capital.






                               12



<PAGE>

         41.  According to its Form S-4, Cogent has "generated

increasing losses and anticipates that it will continue to incur

increasing losses for the foreseeable future."  In the first nine

months of 2001, Cogent had a net loss of $45.4 million on

revenues of $700,000.

         42.  According to its Form S-4, Cogent's EBITDA for the

period ending September 30, 2001 was a negative $36,482,000 and

Cogent does not expect to generate positive EBITDA in the near

term.

         43.  According to its Form S-4, Cogent expects its

operating losses "to increase significantly" as it integrates

Allied Riser.

         44.  According to its Form S-4, as of September 30,

2001, Cogent had incurred indebtedness of more than $135 million

under its credit facilities and had undertaken certain minimum

purchase requirements totaling more than $117 million over the

next three years.

The Proposed Merger

         45.  The proposed Merger is governed by an Agreement and

Plan of Merger dated as of August 28, 2001, as amended on

October 13, 2001 (the "Merger Agreement"), among Allied Riser,

Cogent and a newly-formed wholly-owned subsidiary of Cogent,

Augustus Caesar Merger Sub, Inc., a shell corporation formed to

effectuate the Merger.






                               13



<PAGE>

         46.  Pursuant to the Merger Agreement, Allied Riser will

merge with a shell corporation and become a wholly-owned

subsidiary of Cogent.  Allied Riser will be the surviving

corporation of the Merger with the shell corporation and will

retain all of its debts and liabilities, except that Cogent will

purport to assume the liability to the Noteholders in the place

of Allied Riser pursuant to a proposed supplemental indenture

governing the Notes.  Other than absorbing the shell Merger

subsidiary, no new assets will be added to Allied Riser.

         47.  Under the terms of the Merger Agreement, shares of

Allied Riser's common stock will be exchanged for shares of

Cogent's common stock at a determined conversion rate, currently

set at .0321679 shares of Cogent common stock for each share of

Allied Riser common stock.  Prior to the closing of the Merger,

Cogent will effect a 10-to-1 reverse stock spilt of its common

shares.

         48.  According to Cogent's Form S-4, on completion of

the Merger, it is anticipated that Allied Riser's stockholders

will own approximately 13.4% of Cogent's outstanding common stock

on a fully diluted basis, subject to certain adjustments.

         49.  According to Cogent's Form S-4, it also is

anticipated that once the Merger closes, Allied Riser's current

board of directors will resign.  After the Merger, Cogent's board

of directors will consist of seven members with one individual

designated by Allied Riser.  According to Cogent's Form S-4,




                               14



<PAGE>

Michael R. Carper, Esq., Allied Riser's General Counsel, is

Allied Riser's designee for Cogent's board.

         50.  Each of the Cogent board of directors and the

Allied Riser board of directors has approved the Merger Agreement

and the Merger, and has recommended that each company's

stockholders vote for adoption of the Merger Agreement and

approval of the Merger.

         51.  According to an amendment to Cogent's Form S-4

filed on January 3, 2002, a special meeting of Allied Riser's

stockholders is scheduled for January 31, 2002 for the purpose of

considering and voting on the proposed Merger.

The Proposed Supplemental Indenture

         52.  On December 7, 2002, Allied Riser and Cogent

proposed in Cogent's Form S-4 the First Supplemental Indenture

pursuant to which Cogent, on the effective date of the Merger,

purports to assume Allied Riser's obligations to the Noteholders

under the Indenture and Allied Riser purportedly is released from

those obligations.

         53.  The proposed First Supplemental Indenture further

provides that Cogent and the Trustee would execute the supplement

pursuant to Section 8.1 of the Indenture without the consent of

the Noteholders "to evidence the succession of [Cogent] to

[Allied Riser]."

         54.  Contrary to Cogent's interpretation of Section 8.1

of the Indenture, the consent of the Noteholders is required




                               15



<PAGE>

under Section 7.1 of the Indenture before Allied Riser can be

released from its obligations to the Noteholders because Allied

Riser is not merging into an entity that assumes Allied Riser's

obligations, but rather is the surviving corporation in a merger

between Allied Riser and a shell corporation.

The Unfairness of the Merger to the Noteholders

         55.  According to Cogent's Form S-4, Allied Riser's

former financial advisor, Houlihan Lokey Howard & Zukin

("Houlihan Lokey"), presented the Directors on August 28, 2001

with three strategic alternatives to the proposed Merger: (a)

pursuit of a wholesale business model providing in-building

access to other communication service providers with a subsequent

bankruptcy at the end of 2001, (b) a negotiated out-of-court debt

restructuring and liquidation, and (c) immediate filing for

bankruptcy protection under Chapter 11 of the Bankruptcy Code.

         56.  According to Cogent's Form S-4, the Directors were

aware that the only alternative that resulted in any value to the

shareholders was an out-of-court debt restructuring and

liquidation.

         57.  According to Cogent's Form S-4, Houlihan Lokey's

issued an opinion that the terms of the proposed Merger as of

August 28, 2001 were "fair to Allied Riser's creditors (on an

aggregate basis) from a financial point of view."

         58.  Even assuming, arguendo, the validity of Houlihan

Lokey's opinion, however, during the period of late September




                               16



<PAGE>

through early October 2001, the Directors became aware, according

to Cogent's Form S-4, of "material events or changes in

circumstances that occurred after August 28, 2001 which would

have affected the analysis of Houlihan Lokey."

         59.  According to Cogent's Form S-4, at least three

material events occurred after August 28, 2001: (a) the proceeds

of Cogent's Series C preferred stock offering were reduced from

$130 million to $62 million and (b) Cogent's debt facility with

Cisco Capital was increased by approximately $100 million.

         60.  Each of these material events was detrimental to

the interests of Noteholders because the reduction in equity and

increase in senior debt significantly reduced the likelihood of

payment on the Notes after the Merger.

         61.  According to Cogent's Form S-4, the Directors knew

that these changed circumstances materially affected Houlihan

Lokey's fairness opinion, but nevertheless did not request an

updated fairness opinion from Houlihan Lokey.

         62.  Instead, Defendants amended the Merger Agreement on

October 13, 2001 to provide a slight increase in the

consideration payable to Allied Riser's shareholders and made no

changes to protect the interests of the Noteholders.

         63.  On information and belief, the Directors did not

elect any of the strategic alternatives to the Merger because the

Merger allowed Allied Riser's shareholders, including the

Directors and the executive officers who own approximately 20% of




                               17



<PAGE>

the outstanding shares, to receive a recovery on their equity,

which would not have occurred had Allied Riser liquidated in

accordance with its obligations to its creditors.

The Dissipation of Allied Riser's Assets

         64.  Besides divesting Allied Riser of substantially all

of its subsidiaries and abandoning Allied Riser's retail sales

and services business, the Directors seemingly have engaged in a

campaign to systematically dissipate Allied Riser's assets.  For

example, they have established a $5.2 million Retention Plan for

payment of bonuses, severance and retention amounts to Allied

Riser employees and executives, including Defendant Gerald

K. Dinsmore.  The Form S-4 reports that under the Retention Plan,

Allied Riser's executive officers have received and will continue

to receive, so long as employed, incremental compensation up to

310% of their annual salaries.

         65.  The Directors also are dissipating Allied Riser's

assets by (a) causing the company to incur unnecessary and

debilitating expenses relating to the proposed merger, including

legal and financial advisor fees, and (b) burdening Allied Riser

with an obligation to pay a wasteful and disproportionate

termination fee to Cogent of $5 million if the Merger is

terminated under specified conditions.

         66.  The proposed Merger undermines or eliminates Allied

Riser's ability to satisfy its obligations to the Noteholders

because it (a) gives Cogent control and use of Allied Riser's




                               18



<PAGE>

remaining assets, including $115 million in cash and marketable

securities, to fund Cogent's own operations and pay its debt as

Cogent experiences dramatically increasing losses into the

foreseeable future, (b) purports to subordinate the Notes to

substantial amounts of Cogent debt, (c) purports to release

Allied Riser from its obligations to the Noteholders, and

(d) causes Allied Riser to unnecessarily incur further

debilitating expenses relating to the Merger, including legal and

financial advisor fees, and the Retention Plan for Allied Riser's

executives.

The Indenture's Change of Control Provisions

         67.  The proposed Merger qualifies as a Change of

Control, as defined in Section 14.4(2) of the Indenture,

requiring Allied Riser, at the option of the Noteholders, to

repurchase the Notes.

         68.  Section 14.4(2) of the Indenture defines a Change

of Control to include:

         any consolidation of the Company with, or merger of
         the Company into, any other person, any merger of
         another person into the Company, or any conveyance,
         sale, transfer or lease of all or substantially all
         of the assets of the Company to another Person ...

         69.  Section 14.4(2) of the Indenture also provides that

a Change in Control shall not be deemed to have occurred if,

among other things, (a) all of the consideration in a merger

otherwise constituting a Change of Control consists of shares of

common stock traded on a national securities exchange or quoted




                               19



<PAGE>

on the Nasdaq National Market (or to be traded or quoted

immediately following the merger) and (b) as a result of the

merger, the Notes become convertible solely into such shares of

common stock.

         70.  When a Change of Control occurs, Section 14.1 of

the Indenture grants each Noteholder the option to require Allied

Riser to repurchase all of the Notes:

         In the event that a Change in Control . . . shall occur,
         then each Holder shall have the right, at the Holder's
         option, but subject to the provisions of Section 14.2,
         to require the Company to repurchase . . . all of such
         Holder's [Notes] . . . at a purchase price equal to 100%
         of the principal amount of the [Notes] to be repurchased
         plus interest accrued to the Repurchase Date (the
         "Repurchase Price").

         71.  Allied Riser's proposed Merger with Cogent will

qualify as a Change of Control under the Indenture and will

trigger, at the option of the Noteholders, Allied Riser's

obligation to repurchase the Notes for the Repurchase Price

because, among other things, (a) the shares of Cogent common

stock that are being exchanged for shares of Allied Riser common

stock are not traded on a national securities exchange or quoted

on the Nasdaq National Market (or, on information and belief,

will not be traded on a national securities market or quoted on

the Nasdaq National Market immediately following the Merger) and

(b) the Merger Agreement does not provide for Cogent's issuance

to the Noteholders of Cogent common stock (indeed, Cogent has not

even filed for the registration of shares of Cogent common stock





                               20



<PAGE>

for issuance to the Noteholders that would allow the shares to be

traded.

         72.  On information and belief, Allied Riser will refuse

or be unable to repurchase the Notes if the Merger is deemed to

be a Change of Control under the Indenture and the Noteholders

elect to require Allied Riser to repurchase of the Notes.

         73.  According to its Form S-4, Cogent admits that if

the Merger is deemed a Change of Control under the Indenture,

Cogent can provide no assurance that Allied Riser will have the

ability to repurchase the Notes if the Noteholders elect to

require repurchase.

Allied Riser's Covenant to Preserve its Existence

         74.  Pursuant to Section 10.4 of the Indenture, Allied

Riser agreed and warranted that it would "do or cause to be done

all things necessary to preserve and keep in full force and

effect its existence, rights (charter and statutory) and

franchises."

         75.  Allied Riser's "default in the performance, or

breach, of any covenant or warranty," including the covenant set

forth in Section 10.4, constitutes an Event of Default under

Section 5.1 of the Indenture.

         76.  Allied Riser has breached the covenant set forth in

Section 10.4 of the Indenture by virtue of its de facto

liquidation of its business, including its (a) elimination of

virtually all of its workforce, (b) divestment of its assets and




                               21



<PAGE>

interests in substantially all of its subsidiaries, (c)

suspension of retail sales of broadband data applications and

services in most markets in the United States, (d) transitioning

of all of its existing retail customers to other service

providers, (e) closure of its sales offices, and (f) proposed

Merger with Cogent, which gives Cogent unbridled control and use

of Allied Riser's remaining assets, including its cash and

marketable securities, to fund Cogent's own operations and debt.

Notice of Default to Allied Riser

         77.  On December 7, 2001, pursuant to Section 5.1(4) of

the Indenture, holders of more than 25% in principal amount of

the outstanding Notes (including certain Plaintiffs) provided

Allied Riser and the Trustee with "Notice of Default" of (a) the

covenant set forth in Section 10.4 of the Indenture, (b) the

implied covenant of good faith and fair dealing contained in the

Indenture, and (c) the Change of Control provisions of the

Indenture.

         78.  Allied Riser's defaults under the Indenture are not

capable of being cured or remedied within the period allowed by

Section 5.1(4) of the Indenture.

         79.  Holders of more than 25% in principal amount of the

outstanding Notes (including certain Plaintiffs), requested the

Trustee to institute proceedings in respect of Allied Riser's

defaults under the Indenture and furnished to the Trustee a






                               22



<PAGE>

reasonable indemnity against costs, expenses and liabilities to

be incurred in compliance with the request.

         80.  The Trustee has informed Plaintiffs that it will

not institute any such proceeding.

         81.  No direction inconsistent with the request has been

given to the Trustee by holders of a majority in principal amount

of the outstanding Notes.

The Need for Injunctive Relief

         82.  Section 7.1(2) of the Indenture permits Allied

Riser to merge with another entity only under certain specified

conditions.  In relevant part, Section 7.1(2) states:

        [Allied Riser] shall not consolidate with or merger into
        any other Person  and [it] shall not permit any Person to
        consolidate with or merger into the Company  unless:

                            *   *   *

        (2)   immediately after giving effect to such
        transaction, no Event of Default, and no event that after
        notice or lapse of time or both, would become an Event of
        Default, shall have occurred and be continuing...

         83.  Allied Riser's defaults under the Indenture have

occurred and are continuing, and are Events of Default or events

that after notice or lapse of time or both, would become Events

of Default under the Indenture.

         84.  In light of Allied Riser's defaults under the

Indenture, Section 7.1(2) of the Indenture prohibits the proposed

Merger.







                               23



<PAGE>

         85.  Consequently, an injunction enjoining the

consummation of the Merger is necessary to prevent Allied Riser

from violating Section 7.1(2) of the Indenture.

         86.  In addition, absent an injunction, the Noteholders

will suffer irreparable injury because the Merger (a) gives

Cogent unbridled control and use of Allied Riser's remaining

assets, including its cash and marketable securities, to fund

Cogent's own operations and pay its debt, rather than to satisfy

the obligations to the Noteholders, (b) purports to release

Allied Riser of its obligations to the Noteholders without their

consent, (c) purports to subordinate the Notes to substantial

amounts of Cogent debt, and (d) causes Allied Riser to

unnecessarily incur further debilitating expenses relating to the

Merger, including legal and financial advisor fees, and the

Retention Plan for Allied Riser's executives.

         87.  Given its financially-distressed condition, Cogent

will soon deplete Allied Riser's cash and marketable securities,

increasing the likelihood of a default on payment of the Notes

and a default on payment of any damages awarded by the Court to

the Noteholders.

         88.  Accordingly, the Noteholders would be irreparably

harmed and without an adequate remedy at law, unless this Court

preliminarily and permanently enjoins and restrains Defendants

from (a) consummating the Merger and (b) taking any actions to

further dissipate Allied Riser's remaining assets, including (i)




                               24



<PAGE>

the implementation, renewal or extension of the $5.2 Retention

Plan and (ii) any payment to Cogent of the $5 million termination

fee.

                     First Claim for Relief
                   (Breach of Fiduciary Duty)

         89.  Plaintiffs incorporate herein by reference

paragraphs 1 through 90 as if fully set forth herein.

         90.  The Noteholders are creditors of Allied Riser.

         91.  Because Allied Riser, on information and belief, is

insolvent or in the vicinity of insolvency, the Directors owe a

fiduciary duty of loyalty and care to the Noteholders of assuring

that the Noteholders are either paid in full or pro rata from the

remaining assets of the company.

         92.  Given that Allied Riser, on information and belief,

is insolvent or the vicinity of insolvency, the Directors'

fiduciary duty of loyalty and care to the Noteholders takes

precedence over any fiduciary duty that may be owed to the

company's shareholders.

         93.  According to Cogent's Form S-4, the Directors and

Allied Riser's executive officers (and their affiliates), as of

January 8, 2002, beneficially owned 20% of the outstanding shares

of Allied Riser's common stock entitled to vote to approve the

Merger.

         94.  Because the Directors and the executive officers

beneficially own or have indirect interests in substantial

amounts of the Allied Riser's common stock, they have inherent



                               25



<PAGE>

conflicts that prohibit them from acting in the best interests of

the Noteholders as the law requires given that Allied Riser, on

information and belief, is insolvent or in the vicinity of

insolvency.

         95.  On information and belief, all stock options,

restricted shares and deferred stock units awarded to the

Directors and the executive officers prior to the Merger will

become fully vested and converted into the right to purchase or

receive shares of Cogent's common stock based on the applicable

conversion rate.

         96.  On information and belief, the Directors and the

executive officers have refused in bad faith to give thoughtful

and informed consideration to alternatives to the proposed

Merger, even though the alternatives contained terms that

maximized the value of the company and minimized the risk to the

Noteholders and other creditors arising from the Merger.

         97.  On information and belief, the Directors and the

executive officers have refused to consider alternatives to the

proposed Merger because of conflicting economic interests arising

from their prospective economic benefit from (a) the $5.2 million

Retention Plan and (b) their beneficial ownership of or indirect

interests in substantial amounts of the company's common stock,

stock options, restricted shares and deferred stock units.  On

information and belief, the Directors' refusal to consider

alternatives to the Merger also is motivated by their concern for




                               26



<PAGE>

their personal reputations should Allied Riser commence

bankruptcy proceedings and their unwillingness to recognize a

loss on their investments in Allied Riser.

         98.  The Directors and executive officers have breached

or will breach their fiduciary duty of loyalty and care to the

Noteholders by, among other things, (a) refusing to consider

alternatives to the Merger that would have maximized the value of

the company and minimized the risk to the Noteholders, (b) giving

Cogent unbridled control and use of Allied Riser's remaining

assets, including its cash and marketable securities, to fund

Cogent's own operations and pay its debt as Cogent experiences

dramatically increasing losses into the foreseeable future, (c)

purporting to subordinate the Notes to substantial amounts of

Cogent debt, (d) purporting to release Allied Riser from its

obligations to the Noteholders without their consent, (e)

approving the fraudulent transfer of Allied Riser's assets

pursuant to the Merger in a manner that hinders or delays payment

on the Notes, or defrauds the Noteholders, (f) obligating Allied

Riser under the terms of the Merger to pay a wasteful and

disproportionate termination fee to Cogent of $5 million if the

Merger is terminated under specified circumstances, (g)

dissipating $5.2 million of Allied Riser's assets to executive

officers, including Defendant Gerald K. Dinsmore, by funding the

Retention Plan, (h) seeking to change the ownership of Allied

Riser in violation of the Change of Control provisions in the




                               27



<PAGE>

Indenture, (i) effectively liquidating and abandoning Allied

Riser's business in violation of Section 10.4 of the Indenture,

(j) seeking to consummate the Merger despite the Allied Riser's

defaults under the Indenture, and (k) causing Allied Riser to

incur unnecessary debilitating expenses relating to the proposed

Merger, including legal and financial advisor fees.

         99.  By virtue of the Directors' and executive officers'

breaches of their fiduciary duty of loyalty and care, the

Noteholders have suffered or will suffer damages in an amount to

be determined at trial.

                     Second Claim for Relief
       (Breach of Covenant of Good Faith and Fair Dealing)

         100. Plaintiffs incorporate herein by reference

paragraphs 1 through 99 as if fully set forth herein.

         101. The Noteholders are direct beneficiaries under the

Indenture and the Notes.

         102. The Indenture and the Notes contain an implied

obligation of good faith and fair dealing under New York law.

         103. By entering into the Indenture and issuing the

Notes, Allied Riser was obligated to act in good faith and deal

fairly with the Noteholders.

         104. The implied obligation of good faith and fair

dealing in the Indenture and the Notes encompasses any promises

that a reasonable person in the position of the Noteholders would

be justified in understanding were included in the Indenture and

the Notes.



                               28



<PAGE>

         105. Allied Riser has breached or will breach the

covenant of good faith and fair dealing implied in the Indenture

and the Notes by, among other things, (a) giving Cogent unbridled

control and use of Allied Riser's remaining assets, including its

cash and marketable securities, to fund Cogent's own operations

and pay its debt, rather than to satisfy the obligations to the

Noteholders, (b) purporting to subordinate the Notes to

substantial amounts of Cogent debt, (c) purporting to release

Allied Riser from its obligations to the Noteholders without

their consent, (d) engaging in a de facto liquidation of its

business and the cessation of its business, and (e) dissipating

its assets.

         106. Defendants' actions constitute a breach of the

covenant of good faith and fair dealing because they thwart the

Noteholders' reasonable expectations and deprive them of the

benefit of their bargain arising from their purchase of the

Notes.

         107. By virtue of Allied Riser's breach of the implied

covenant of good faith and fair dealing contained in the

Indenture and the Notes, the Noteholders have suffered or will

suffer damages in an amount to be determined at trial.

                     Third Claim for Relief
        (Fraudulent Conveyance of Allied Riser's Assets)

         108. Plaintiffs incorporate herein by reference

paragraphs 1 through 107 as if fully set forth herein.





                               29



<PAGE>

         109. Because, on information and belief, Allied Riser's

liabilities exceed its assets, Allied Riser is insolvent under

both Section 1302 (a) of the Delaware Code Annotated (Title 6)

and Section 24.003 (a) of the Texas Business and Commercial Code.

         110. Because, on information and belief, Allied Riser is

not able to pay its debts when they become due in the ordinary

course of business, Allied Riser is presumed insolvent under both

Section 1302 (b) of the Delaware Code Annotated (Title 6) and

Section 24.003 (b) of the Texas Business and Commercial Code.

         111. Allied Riser's (a) transfer of its assets pursuant

to the merger and (b) outlays of fees for financial advisors,

counsel and the $5.2 million Retention Plan are fraudulent

conveyances under both Section 1304 of the Delaware Code

Annotated (Title 6) and Section 24.005 of the Texas Business and

Commercial Code because Allied Riser will make these transfers

with actual intent to hinder, delay or defraud the Noteholders.

         112. By virtue of Allied Riser's fraudulent conveyance

of its assets, the Noteholders have suffered or will suffer

damages in an amount to be determined at trial.

                     Fourth Claim for Relief
       (Judgment Declaring the Merger a Change of Control)

         113. Plaintiffs incorporate herein by reference

paragraphs 1 through 112 as if fully set forth herein.

         114. On information and belief, Defendants contend or

will contend that the proposed Merger with Cogent does not

qualify as a Change of Control under the Indenture.



                               30



<PAGE>

         115. An actual and justiciable controversy exists

between Plaintiffs and Defendants as to whether the proposed

Merger constitutes or will constitute a Change of Control, as

defined in the Indenture, requiring Allied Riser, at the option

of the Noteholders, to repurchase the Notes for the Repurchase

Price.

         116. By virtue of the foregoing, Plaintiffs are entitled

to a judgment declaring that the proposed Merger constitutes or

will constitute a Change of Control, as defined in the Indenture,

requiring Allied Riser, at the option of the Noteholders, to

repurchase the Notes for the Repurchase Price.

                     Fifth Claim for Relief
 (Judgment Declaring a Breach of Section 10.4 of the Indenture)

         117. Plaintiffs incorporate herein by reference

paragraphs 1 through 116 as if fully set forth herein.

         118. On information and belief, Defendants contend or

will contend that their de facto liquidation of Allied Riser's

business does not constitute or will not constitute a breach of

the covenant set forth in Section 10.4 of the Indenture.

         119. An actual and justiciable controversy exists

between Plaintiffs and Defendants as to whether Defendants' de

facto liquidation of Allied Riser's business constitutes a breach

of the covenant contained in Section 10.4 of the Indenture.

         120. By virtue of the foregoing, Plaintiffs are entitled

to a judgment declaring that (a) Defendants' de facto liquidation

of Allied Riser's business constitutes a breach of the covenant



                               31



<PAGE>

contained in Section 10.4 of the Indenture, (b) Allied Riser has

no ability to cure its default arising from the violation of

Section 10.4 of the Indenture, and (c) the Noteholders have the

right to immediately accelerate payment of accrued interest and

the outstanding principal amount of the Notes pursuant to Section

5.2 of the Indenture.

                     Sixth Claim for Relief
           (Judgment Declaring a Constructive Trust on
                     Allied Riser's Assets)

         121. Plaintiffs incorporate herein by reference

paragraphs 1 through 120 as if fully set forth herein.

         122. Because Allied Riser, on information and belief, is

insolvent, its assets were impressed by operation of law with a

constructive trust for the benefit of the Noteholders immediately

upon Allied Riser becoming insolvent and its assets continue to

be impressed with a constructive trust for the benefit of the

Noteholders.

         123. The Directors have breached or will breach their

duty as trustees of Allied Riser's assets for the benefit of the

Noteholders by, among other things, (a) giving Cogent unbridled

control and use of Allied Riser's remaining assets, including its

cash and marketable securities, to fund Cogent's own operations

and pay its debt, rather than to satisfy the obligations to the

Noteholders, (b) purporting to subordinate the Notes to

substantial amounts of Cogent debt, (c) purporting to release

Allied Riser from its obligations to the Noteholders without




                               32



<PAGE>

their consent, (d) implementing a de facto liquidation of Allied

Riser's business and cessation of its business, and (e)

dissipating Allied Riser's assets.

         124. Consequently, the Directors are liable to the

Noteholders for damages arising from the breach of their duty as

trustees of Allied Riser's assets for the benefit of the

Noteholders.

         125. On information and belief, the Directors contend or

will contend that (a) Allied Riser's assets are not impressed

with a constructive trust for the benefit of the Noteholders, (b)

they have not breached or will not breach their duty as trustees

of Allied Riser's assets, or (c) they are not liable to the

Noteholders for damages arising from the breach of their duty as

trustees.

         126. An actual and justiciable controversy exists

between Plaintiffs and Defendants as to whether (a) Allied

Riser's assets are impressed with a constructive trust for the

benefit of the Noteholders, (b) the Directors have breached or

will breach their duty as trustees of Allied Riser's assets, or

(c) the Directors are liable to the Noteholders for damages

arising from the breach of their duty as trustees.

         127. By virtue of the foregoing, Plaintiffs are entitled

to a judgment declaring that (a) Allied Riser's assets are

impressed with a constructive trust for the benefit of the

Noteholders, (b) the Directors have breached and will breach




                               33



<PAGE>

their duty as trustees of Allied Riser's assets, and (c) the

Directors are liable to the Noteholders for damages arising from

the breach of their duty as trustees.

                    Seventh Claim for Relief
          (Preliminary and Permanent Injunctive Relief)

         128. Plaintiffs incorporate herein by reference

paragraphs 1 through 127 as if fully set forth herein.

         129. Plaintiffs are reasonably likely to succeed on the

merits of their claims against Defendants.

         130. Allied Riser's breach of its covenants under the

Indenture Section 7.1(2) of the Indenture prohibits the Merger.

Consequently, an injunction enjoining the Merger is necessary to

prevent Allied Riser from violating Section 7.1(2) of the

Indenture.

         131. In addition, absent an injunction, the Noteholders

will suffer irreparable injury because the Merger (a) gives

Cogent unbridled control and use of Allied Riser's remaining

assets, including its cash and marketable securities, to fund

Cogent's own operations and pay its debt, rather than to satisfy

the obligations to the Noteholders, (b) purports to subordinate

the Notes to substantial amounts of Cogent debt, (c) purports to

release Allied Riser from its obligations to the Noteholders

without their consent and (d) causes Allied Riser to

unnecessarily incur further debilitating expenses relating to the

Merger.





                               34



<PAGE>

         132. Given its financially-distressed condition, Cogent

will soon deplete Allied Riser's cash and marketable securities,

increasing the likelihood of a default on payment of the Notes

and a default on payment of any damages awarded by the Court to

the Noteholders.

         133. Accordingly the Noteholders will suffer irreparable

injury unless this Court enjoins and restrains Defendants from

(a) consummating the Merger and (b) taking any actions to further

dissipate Allied Riser's remaining assets, including (i) the

implementation, renewal or extension of the $5.2 million

Retention Plan for Allied Riser's executives and (ii) any payment

to Cogent of the $5million termination fee.

         134. The threatened injury to Plaintiffs if the Court

denies injunctive relief outweighs any threatened injury to

Defendants.

         135. Plaintiffs have no adequate remedy at law.

         WHEREFORE, Plaintiffs respectfully requests that the

Court:

         (a)  Award damages against the Directors on the First

              Claim for Relief in an amount to be determined at

              trial;

         (b)  Award damages against Allied Riser on the Second

              and Third Claims for Relief in an amount to be

              determined at trial;






                               35



<PAGE>

         (c)  Grant Plaintiffs the declaratory judgment requested

              in the Fourth Claim for Relief by declaring that

              the proposed Merger will qualify as a Change of

              Control of Allied Riser under the Indenture that

              requires Allied Riser, at the Noteholders' option,

              to repurchase the Notes for the Repurchase Price;

         (d)  Grant Plaintiffs the declaratory judgment requested

              in the Fifth Claim for Relief by declaring that (1)

              Defendants' de facto liquidation of Allied Riser's

              business constitutes a breach of the covenant set

              forth in Section 10.4 of the Indenture requiring

              Allied Riser to preserve its existence as a going

              business concern, (2) Allied Riser is incapable of

              curing its default arising from the breach of the

              covenant, and (3) the Noteholders have the right to

              immediately accelerate payment of accrued interest

              and the outstanding principal amount of the Notes

              pursuant to Section 5.2 of the Indenture;

         (e)  Grant Plaintiffs the declaratory judgment requested

              in the Sixth Claim for Relief by declaring that (1)

              Allied Riser's assets are impressed with a

              constructive trust for the benefit of the

              Noteholders, (2) the Directors have breached or

              will breach their duty as trustees of Allied

              Riser's assets, and (3) the Directors are liable to




                               36



<PAGE>

              the Noteholders for damages arising from the breach

              of their duty as trustees;

         (f)  Issue an order preliminarily and permanently

              enjoining Defendants from (1) consummating the

              Merger and (2) taking any actions to further

              dissipate Allied Riser's remaining assets,

              including the implementation, renewal or extension

              of the $5.2 million Retention Plan for Allied

              Riser's executives and any payment to Cogent of the

              $5 million termination fee;

         (g)  Award Plaintiffs the attorneys' fees and cost

              incurred in prosecuting this action; and






























                               37



<PAGE>

         (h)  Grant Plaintiffs such other and further relief as

              the Court deems just and equitable under the

              circumstances.



January 11, 2002
                             POTTER ANDERSON & CORROON LLP


                             By: /s/ Donald J. Wolfe, Jr.
                             --------------------------------
                                     Donald J. Wolfe, Jr.

                                 /s/ Kevin R. Shannon
                             --------------------------------
                                     Kevin R. Shannon
                             1313 North Market Street, 6th Floor
                             P.O. Box 951
                             Wilmington, Delaware 19801
                             (302) 984-6000

                             Attorneys for Plaintiffs
                             Angelo, Gordon & Co., L.P., JMG
                             Capital Partners, LLC, Sagamore
                             Hill Hub Fund, Ltd., JMG Triton
                             Offshore Fund, Ltd., Peninsula
                             Capital Advisors, LLC,
                             Guardfish LLC and ANDA Partnership

OF COUNSEL:

SEWARD & KISSEL LLP
Dale C. Christensen, Jr.
John J. Galban
One Battery Park Plaza
New York, New York 10004
(212) 574-1200













                               38
03872001.AC6



<PAGE>

STATE OF NORTH CAROLINA   )
                          )  ss.
COUNTY OF DARE            )

                          VERIFICATION

         The undersigned, R. Ted Weschler, states under oath that
he is Managing Partner of Peninsula Capital Advisors, LLC, a
plaintiff in this action, that he has read the foregoing Amended
Verified Complaint and that, to the best of his knowledge,
information and belief, the statements made therein are true and
correct.


                             /s/ R. Ted Weschler
                             _______________________
                                 R. Ted Weschler

Sworn to before me
January 11, 2002


/s/ S. B. Scott
----------------------
    Notary Public





























</TEXT>
</DOCUMENT>
</SUBMISSION>
