FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * LAMPE STEVEN   2. Issuer Name and Ticker or Trading Symbol NEON Communications Group, Inc. [NGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC, 680 FIFTH AVENUE, SUITE 1202 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2007 (Street) NEW YORK, NY 10019 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/13/2007   J(1)   5,142,111 D $ 5.15 0 I (2) See Footnote (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option

$ 0.21

11/13/2007

D(1)

5,075

(1)

01/01/2013

Common Stock

5,075

$ 4.94

0

D (3)

Employee Stock Option

$ 0.24

11/13/2007

D(1)

4,427

(1)

01/01/2014

Common Stock

4,427

$ 4.91

0

D (3)

Convertible Preferred

(4)

11/13/2007

D(1)

452,639

(4)

(4)

Common Stock

462,462

$ 5.15

0

I (2)

See Footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LAMPE STEVEN C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, SUITE 1202 NEW YORK, NY 10019	X	X
LC CAPITAL MASTER FUND LTD		X

Signatures

/s/ Steven Lampe by Bonnie Roe as Attorney-in-Fact		11/15/2007
**Signature of Reporting Person		Date
/s/ Richard Conway		11/15/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 13, 2007, Raven Acquisition Corporation, a wholly-owned subsidiary of RCN Corporation, was merged (the "Merger") with and into NEON Communications Group, Inc. (the "Company"). Pursuant to the Merger, all of the outstanding shares of common and preferred stock of the Company were cancelled and converted into the right to receive $5.15 per share in cash, without interest (the "Merger Consideration"). In addition, each stock option was cancelled and the holder of such option became entitled to receive the excess, if any, of the per share Merger Consideration over the exercise price of the option (regardless of whether such option is vested and exercisable).
(2)	Through LC Capital Master Fund Ltd.
(3)	By Steven Lampe personally.
(4)	Prior to the Merger each share of convertible preferred stock is convertible into one share of common stock.

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