AMENDMENT NO. 1 TO

                      EQUITY REGISTRATION RIGHTS AGREEMENT



                  This AMENDMENT NO. 1 TO THE EQUITY REGISTRATION RIGHTS

AGREEMENT, dated as of October 1, 2001 (this "AMENDMENT"), is made between

METROMEDIA FIBER NETWORK, INC., a Delaware corporation (the "COMPANY"), and

VERIZON INVESTMENTS INC., a Delaware corporation formerly known as Bell Atlantic

Investments, Inc. (the "PURCHASER"). Capitalized terms used herein that are not

defined herein shall have the meanings ascribed thereto in the Equity

Registration Rights Agreement (as defined below).



                                    RECITALS:



                  WHEREAS, as of October 7, 1999, the Company and the Purchaser

entered into that certain Securities Purchase Agreement (the "PURCHASE

AGREEMENT"), pursuant to which, among other things, the Company issued and sold

to the Purchaser shares of Class A common stock of the Company, par value $0.01

per share ("CLASS A COMMON STOCK");



                  WHEREAS, in connection with the issuance and sale of the Class

A Common Stock, the Company and the Purchaser entered into that certain Equity

Registration Rights Agreement, dated as of March 6, 2000 (the "EQUITY

REGISTRATION RIGHTS AGREEMENT"); and



                  WHEREAS, the Company and the Purchaser desire by this

Amendment to amend certain provisions of the Equity Registration Rights

Agreement.



                  NOW, THEREFORE, it is hereby agreed as follows:



                  SECTION 1.     Amendments to the Equity Registration Rights

                                 Agreement.



                  (a)      SECTION 1 of the Equity Registration Rights Agreement

is hereby amended by adding thereto the following new definitions in the

appropriate alphabetical location:



                           "PUBLIC RESALE" means a transfer of Registrable

                  Securities pursuant to (A) a bona fide secondary offering

                  registered under the Securities Act effectuated through the

                  exercise by the Purchaser or its permitted transferee of its

                  registration rights as contemplated by Section 2, 3 or 4 of

                  this Agreement or (B) a purchase agreement with a placement

                  agent or group of placement agents that contemplates the

                  immediate resale of securities by such placement agent

                  pursuant to the resale exemption provided by Rule 144A solely

                  to QIBs and other permitted purchasers under Rule 144A or in a

                  transfer permitted by Regulation S, or (C) bona fide "brokers

                  transactions" as permitted by or as otherwise permitted by the

                  exemption from registration of the resale of the shares of

                  Class A Common Stock provided by Rule 144.



{PAGE}



                           "QIB" means a "qualified institutional buyer" as

defined in Rule 144A.



                           "REGULATION S" means Regulation S promulgated under

the Securities Act.



                           "RULE 144A" means Rule 144A promulgated under the

Securities Act.



         (b) SECTION 1 of the Equity Registration Rights Agreement is hereby

amended by amending and restating the following definitions in their entirety to

read as follows:



                  "HOLDER" shall mean the Purchaser and any transferee of the

         Purchaser to whom Registrable Securities have been transferred, other

         than a transferee to whom such Registrable Securities have been

         transferred pursuant to a Public Resale and who continues to be

         entitled to the rights of a Holder hereunder.



                  "NOTES REGISTRATION RIGHTS AGREEMENT" shall mean that certain

         Notes Registration Rights Agreement, dated as of March 6, 2000, as

         amended by Amendment No. 1 to Registration Rights Agreement, dated as

         of October 1, 2001, by and among the Company and the Purchaser, as such

         agreement may be further amended, modified or supplemented from time to

         time.



                  "STOCKHOLDERS' AGREEMENT" shall mean the Amended and Restated

         Stockholders' Agreement, dated as of October 1, 2001, by and among the

         Company, the Purchaser and the stockholders of the Company listed on

         Schedule I thereto, as such agreement may be amended, modified or

         supplemented from time to time.



         (c) The second sentence of Section 2(a) of the Equity Registration

Rights Agreement shall be amended by inserting the following clause after "as

expeditiously as possible," and before "file with the SEC": "but in any event no

later than thirty (30) days (excluding any days which occur during a permitted

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