SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

(Amendment No. 2)





(Mark One)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -------------------------------------------------------------------------------



| | For the fiscal year ended December 31, 2007
| | -------------------------------------------

OR



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------

Commission file number 000-24661





FiberNet Telecom Group, Inc.

(Name of Registrant in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 52-2255974                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|570 Lexington Avenue, New York, NY                             |  | 10022                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(212) 405-6200

(Issuers Telephone Number, Including Area Code)





Securities registered under
Section 12(b) of the Exchange Act:

Common Stock, par value $.001 per share

(Title of Class)

Securities
registered under Section 12(g) of the Exchange Act: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes   ̈    No  x

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ̈    Accelerated filer  ̈    Non-accelerated filer x    Small reporting company  ̈

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ̈    No  x

The aggregate market value of the registrants voting and non-voting common stock held by non-affiliates of the registrant (without admitting that
any person whose shares are not included in such calculation is an affiliate) computed by reference to $8.61, the price at which the common stock was last sold, or the average bid and asked price of the common stock, as of the last business day of
the registrants second fiscal quarter ended June 30, 2007, was $46,828,040.

As of March 27, 2008, the registrant had
7,575,078 shares of common stock outstanding.









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DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required in
Part III of this Annual Report on Form 10-K is incorporated from the Registrants Proxy Statement for the Annual Meeting of Stockholders held on June 10, 2008.



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EXPLANATORY NOTE

This Amendment No. 2 to the Annual Report on Form 10-K/A is being filed solely to correct and file Exhibit 31.1 and Exhibit 31.2, both of which as previously filed inadvertently contained errors and
omissions in such certifications. No other change to the previously filed certifications or to the originally filed Form 10-K is intended to be made by the filing of this Form 10-K/A.



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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



FIBERNET TELECOM GROUP, INC.By:

/s/    JON A.
DELUCAName:

Jon A. DeLucaTitle:

President and Chief Executive OfficerDate:

February 6, 2009


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                           |  |                                                                                  |  |                 
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------- |  | ----------------
|Name                                                       |  | Title                                                                            |  | Date            
|                                                           |  |                                                                                 
|/s/    JON A.
DELUCA Jon A. DeLuca                         |  | Director, President and Chief Executive Officer (Principal Executive Officer)    |  | February 6, 2009
|                                                           |  |                                                                                 
|/s/    CHARLES S.
WIESENHART JR. Charles S. Wiesenhart
Jr. |  | Chief Financial Officer and Vice President-Finance (Principal Financial Officer) |  | February 6, 2009
|                                                           |  |                                                                                 
|/s/    ROBERT E. LA
BLANC Robert E. La Blanc               |  | Director, Chairman                                                               |  | February 6, 2009
|                                                           |  |                                                                                 
|/s/    RICHARD E.
SAYERS Richard E. Sayers                 |  | Director, Vice Chairman                                                          |  | February 6, 2009
|                                                           |  |                                                                                 
|/s/    TIMOTHY P.
BRADLEY Timothy P. Bradley               |  | Director                                                                         |  | February 6, 2009
|                                                           |  |                                                                                 
|/s/    OSKAR
BRECHER Oskar Brecher                         |  | Director                                                                         |  | February 6, 2009
|                                                           |  |                                                                                 
|/s/    ADAM M.
BRODSKY Adam M. Brodsky                     |  | Director                                                                         |  | February 6, 2009
|                                                           |  |                                                                                 
|/s/    ROY (TREY) D. FARMER
III Roy (Trey) D. Farmer III   |  | Director                                                                         |  | February 6, 2009
|                                                           |  |                                                                                 
|/s/    MICHAEL S.
LISS Michael S. Liss                     |  | Director                                                                         |  | February 6, 2009
|                                                           |  |                                                                                 
|/s/    CHARLES J.
MAHONEY Charles J. Mahoney               |  | Director                                                                         |  | February 6, 2009



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