content: SECURITIES AND EXCHANGE COMMISSION
                                      FORM 8-K
                                   Current Report
  
  
                       Pursuant to Section 13 or 15 (d) of the
                          Securities Exchanges Act of 1934
  
  
  
  
                            Date of Report April 28, 1998
  
  
  
  
  
  
                         Teleport Communications Group Inc.
               (Exact Name of Registrant as specified in its Charter)
  
  
  
  
  Delaware                            0-20913                   13-3173139
  -------------------------------------------------------------------------------
  (State or Other                  (Commission                (IRS Employer
  Jurisdiction of                  File Number)               Identification No.)
  Incorporation)
  
  
  437 Ridge Road, Executive Building 3, Dayton, New Jersey               08810
  -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                             (Zip Code)
  
  
  
  
  Registrant's Telephone Number, Including Area Code               (732) 392-2000
  
  
  
  <PAGE>
  
  
  
  Item 5. Other Events
  The Registrant issued the following Press Release on April 28, 1998:
  
  TELEPORT COMMUNICATIONS GROUP INC. (TCG) REPORTED FIRST QUARTER 1998 REVENUES OF
  $160.1 MILLION AND EBITDA (BEFORE MERGER COSTS) OF $22.2 MILLION.
  For Immediate Release:
  Dayton, N.J. April 28, 1998
  
  Teleport Communications Group Inc.  (Nasdaq/NM:TCGI) reported revenues for the
  first quarter ended March 31, 1998 of $160.1 million, a growth rate of 65%
  compared to the same period in 1997.
  
  First quarter 1998 EBITDA (before merger costs) was $22.2 million,  an increase
  of 264% from the first quarter 1997 and a 21% improvement from the 1997 fourth
  quarter EBITDA (excluding a $22 million one-time charge for in-process  research
  and development).  As a percentage of revenues, EBITDA (before the merger costs)
  was 13.9% which was more than double the 6.3% EBITDA margin a year ago.
  
  The non-recurring  merger costs of $9.3 million included professional fees and
  other expenses related to the pending AT&T merger.
  
  Annualized  monthly  recurring  revenue  for  March  1998 was $632  million,  an
  increase of 53% over the same period in 1997.
  
  "First quarter 1998 results  demonstrate  our commitment and ability to focus on
  the business  fundamentals and growing revenues and EBITDA (before merger costs)
  to record  levels while  preparing  for the pending  merger with AT&T," said Bob
  Annunziata,  TCG's  Chairman,  President and CEO. "We are pleased to report that
  EBITDA (before merger costs) grew at a rate four times faster than revenues."
  
                                        Three months ended
  ($ in millions)                     3/31/98         3/31/97        % increase
                                     ---------        --------       ----------
  Revenues                            $ 160.1         $  96.8            65%
  EBITDA before merger costs          $  22.2         $   6.1           264%
  
  
  
  
  
  
  
  
  
  
  
  
  
  *  EBITDA  is  defined  as  earnings  before  interest,   taxes,   depreciation,
  amortization, and equity in losses of unconsolidated affiliates.
  
  <PAGE>
  
  First Quarter 1998 Highlights:
  
  Revenues:
  
  Compared to fourth  quarter  1997,  total  revenues  for the first  quarter 1998
  increased  by $9.7  million or 6.4%.  Switched  access  lines added in the first
  quarter  1998 were  43,173 and total  access  lines in service at the end of the
  first quarter 1998 were 325,874.  Switched services revenues grew 17.3% from the
  fourth quarter 1997.  Internet and high speed data services grew 22% compared to
  the fourth quarter 1997.
  
  Compared to first quarter 1997, switched service revenues grew 86% and dedicated
  service  revenues  grew  44%.  For the  first  time in TCG's  history,  switched
  services  constituted  the largest  proportion of total  revenues.  In the first
  quarter 1998,  switched  services were 47% of revenues while dedicated  services
  were 46% of total revenues.  A year ago,  switched revenues were 42% of revenues
  and dedicated services were 53% of total revenues.  Internet and high speed data
  grew by over  152%  from  the  first  quarter  1997  and are now  5.6% of  total
  revenues.
  
  The strong growth in switched  service revenues was a result of strong growth in
  existing  cities  and switch  service  revenues  recorded  for the first time in
  Chattanooga,  Nashville and Atlanta. During the first quarter 1998, new switches
  were installed in Salt Lake City, Charlotte, and Knoxville.
  
  During the first quarter 1998, TCG added 101 sales employees to reach a total of
  790. The alternate sales channel,  agents and resellers  increased to over 3,000
  from the 2,182 at year end 1997.
  
  Operating results:
  
  The  significant   EBITDA  (before  merger  costs)  growth  from  $18.3  million
  (excluding  a  $22  million   one-time   charge  for  in-process   research  and
  development)  in the fourth  quarter 1997 to $22.2  million in the first quarter
  1998 was a result of lower growth in Selling,  General &  Administrative  (SG&A)
  expenses  relative  to  revenues.  SG&A was 29% of  revenues  compared to 32% of
  revenues in the fourth quarter 1997.
  
  As a result of the  acceleration  of the  network  buildout  to  facilitate  the
  expected  traffic from AT&T,  operating  expenses grew in the areas of fixed and
  semi-variable  operating expenses such as costs associated with costs related to
  nodes, provisioning and maintenance expenses. Expenses for TCG's contribution to
  the FCC mandated  Universal Service Fund were recorded for the first time in the
  March quarter 1998.  In the first quarter 1998,  operating  expenses were 57% of
  revenues  compared  with 55% in the  fourth  quarter  1997.  However,  operating
  expenses still improved from the 59% of revenues in the first quarter 1997.
  
  The net loss for the first  quarter  1998 was $62.2  million or $0.36 per share.
  The merger  related  costs of $9.3  million  resulted  in an impact of a loss of
  $0.05 per share.  Prior to the merger  costs,  TCG's loss per share for the core
  business was $0.31 per share.
  
  <PAGE>
  
  
  Network Expansion:
  
  For the 1998 first quarter,  capital  expenditures totaled $218.5 million versus
  the $70.7 million  during the first  quarter  1997. A portion of the  additional
  capital expenditures were for the buildout of TCG's network in current cities to
  accommodate  the additional  traffic that will result from the merger with AT&T.
  With the  completion of the ACC Corp.  acquisition,  TCG serves 82  Metropolitan
  Statistical  Areas (MSAs) compared to the 65 at year end 1997.  TCG's total MSAs
  served  will  increase  to 83  MSAs  after  the  completion  of the KC  FiberNet
  transaction.
  
  On-net  buildings  increased  by 146  buildings to 4,784 at the end of the first
  quarter 1998 and 1,251 off-net  buildings were added to total 10,127  buildings.
  Total  buildings  served were 14,911 an increase of 5,340  buildings or 56% from
  first quarter 1997.
  
  The  following is a comparison  of TCG's  network  statistics  at the end of the
  first quarter 1998 versus year end 1997.
  
                                      3/31/98          12/31/97         Increase
                                     ---------        ---------         ---------
  Route Miles                          9,625            9,474                151
  Fiber Miles                        493,680          491,097              2,583
  Voice-Grade Equivalents          7,985,225        7,350,527            634,698
  Buildings:        On-net             4,784            4,638                146
                    Off-net           10,127            8,876              1,251
                   ---------        --------         --------              -----
  Total Buildings                     14,911           13,514              1,397
  Local Serving Offices                  185              152                 33
  Digital Voice Switches Installed        38               35                  3
  
  Mergers:
  
  On April 22, 1998,  TCG completed  the merger of ACC Corp. in a  stock-for-stock
  transaction.  The exchange ratio was .90909 share of TCG stock for each share of
  ACC stock. The transaction was valued at approximately $1.1 billion.
  
  On January 8, 1998, TCG and AT&T announced a definitive agreement for the merger
  of TCG with AT&T in a  stock-for-stock  transaction  at an exchange rate of .943
  shares of AT&T for every share of TCG.  Requests for  regulatory  approvals have
  been filed. To date, the Hart Scott Rodino commentary period has expired for the
  proposed merger and 17 states have given  regulatory  approval.  The transaction
  will be completed upon receipt of the FCC and other state regulatory approvals.
  
  
  
  
  
  
  
  
  This  press  release,  other  than  historical  financial  information  contains
  forward-looking  statements that involve risks and uncertainties detailed in the
  Company's  SEC  reports and  registration  statements.  Actual  results may vary
  materially.
  <PAGE>
  
  
                         TELEPORT COMMUNICATIONS GROUP INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (unaudited)
  <TABLE>
  
   ($ in millions, except EPS)
  
                                                                    Three Months Ended
                                                                          March 31
  <CAPTION>
                                                                    1998           1997
                                                                   -----          -----
  <S>                                                            <C>                   <C>  
        Revenue                                                   $160.1           $96.8
        Expenses:
            Operating                                               90.8            57.3
            Selling, Gen, & Admin.                                  47.1            33.4
            Merger related expense                                   9.3             0.0
            Depreciation/Amort.                                     49.1            29.7
                                                                  -------         -------
        Operating Loss                                             (36.2)          (23.6)
        Interest Income                                              5.9            11.3
        Interest Expense                                           (31.5)          (29.5)
        Equity in Losses of Unconsol. Affiliates                     0.0            (2.6)
                                                                  -------         -------
        Loss Before Taxes                                          (61.8)          (44.4)
        Income Tax Provision                                       ( 0.4)           (0.6)
                                                                  -------         -------
        Net Loss                                                  $(62.2)         $(45.0)
                                                                  =======         =======
  
        EBITDA before merger related expense                      $ 22.2          $   6.1
        EBITDA                                                    $ 12.9          $   6.1
        EPS                                                       $(0.36)         $ (0.28)
        Weighted Avg. Shares  (millions)                           174.9            161.7
  
  </TABLE>
  
  
       EBITDA  is  defined  as  earnings  before  interest,  taxes,  depreciation,
       amortization, and equity in losses of unconsolidated affiliates.
       .
  
  
  
  
  <PAGE>
  
  
  
  SIGNATURE
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has  caused  this  report  to be  signed  on its  behalf of the
  undersigned, thereunto authorized.
  
  
  TELEPORT COMMUNICATIONS GROUP INC.
  
  
  
  
  
  Dated: May 6, 1998                           By:  Maria Terranova-Evans
                                                   ------------------------------
                                             Name: Maria Terranova-Evans         
                                            Title: Vice President and Controller
                                                   (Principal Accounting Officer)
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 12210}]
metadata_filer: {"company-data": {"conformed-name": "TELEPORT COMMUNICATIONS GROUP INC", "cik": "0001012099", "assigned-sic": "4813", "irs-number": "133173139", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20913", "film-number": "98614235"}, "business-address": {"street1": "437 RIDGE RD", "street2": "EXECUTIVE BLDG 3", "city": "DAYTON", "state": "NJ", "zip": "08810", "phone": "7323922000"}, "mail-address": {"street1": "437 RIDGE RD", "street2": "EXECUTIVE BUILDING 3", "city": "DAYTON", "state": "NJ", "zip": "08810"}}
text: SECURITIES AND EXCHANGE COMMISSION
                                      FORM 8-K
                                   Current Report
  
                       Pursuant to Section 13 or 15 (d) of the
                          Securities Exchanges Act of 1934
  
                            Date of Report April 28, 1998
  
                         Teleport Communications Group Inc.
               (Exact Name of Registrant as specified in its Charter)
  
  Delaware                            0-20913                   13-3173139
  -------------------------------------------------------------------------------
  (State or Other                  (Commission                (IRS Employer
  Jurisdiction of                  File Number)               Identification No.)
  Incorporation)
  
  437 Ridge Road, Executive Building 3, Dayton, New Jersey               08810
  -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                             (Zip Code)
  
  Registrant's Telephone Number, Including Area Code               (732) 392-2000
  Item 5. Other Events
  The Registrant issued the following Press Release on April 28, 1998:
  
  TELEPORT COMMUNICATIONS GROUP INC. (TCG) REPORTED FIRST QUARTER 1998 REVENUES OF
  $160.1 MILLION AND EBITDA (BEFORE MERGER COSTS) OF $22.2 MILLION.
  For Immediate Release:
  Dayton, N.J. April 28, 1998
  
  Teleport Communications Group Inc.  (Nasdaq/NM:TCGI) reported revenues for the
  first quarter ended March 31, 1998 of $160.1 million, a growth rate of 65%
  compared to the same period in 1997.
  
  First quarter 1998 EBITDA (before merger costs) was $22.2 million,  an increase
  of 264% from the first quarter 1997 and a 21% improvement from the 1997 fourth
  quarter EBITDA (excluding a $22 million one-time charge for in-process  research
  and development).  As a percentage of revenues, EBITDA (before the merger costs)
  was 13.9% which was more than double the 6.3% EBITDA margin a year ago.
  
  The non-recurring  merger costs of $9.3 million included professional fees and
  other expenses related to the pending AT&T merger.
  
  Annualized  monthly  recurring  revenue  for  March  1998 was $632  million,  an
  increase of 53% over the same period in 1997.
  
  "First quarter 1998 results  demonstrate  our commitment and ability to focus on
  the business  fundamentals and growing revenues and EBITDA (before merger costs)
  to record  levels while  preparing  for the pending  merger with AT&T," said Bob
  Annunziata,  TCG's  Chairman,  President and CEO. "We are pleased to report that
  EBITDA (before merger costs) grew at a rate four times faster than revenues."
  
                                        Three months ended
  ($ in millions)                     3/31/98         3/31/97        % increase
                                     ---------        --------       ----------
  Revenues                            $ 160.1         $  96.8            65%
  EBITDA before merger costs          $  22.2         $   6.1           264%
  
  *  EBITDA  is  defined  as  earnings  before  interest,   taxes,   depreciation,
  amortization, and equity in losses of unconsolidated affiliates.
  First Quarter 1998 Highlights:
  
  Revenues:
  
  Compared to fourth  quarter  1997,  total  revenues  for the first  quarter 1998
  increased  by $9.7  million or 6.4%.  Switched  access  lines added in the first
  quarter  1998 were  43,173 and total  access  lines in service at the end of the
  first quarter 1998 were 325,874.  Switched services revenues grew 17.3% from the
  fourth quarter 1997.  Internet and high speed data services grew 22% compared to
  the fourth quarter 1997.
  
  Compared to first quarter 1997, switched service revenues grew 86% and dedicated
  service  revenues  grew  44%.  For the  first  time in TCG's  history,  switched
  services  constituted  the largest  proportion of total  revenues.  In the first
  quarter 1998,  switched  services were 47% of revenues while dedicated  services
  were 46% of total revenues.  A year ago,  switched revenues were 42% of revenues
  and dedicated services were 53% of total revenues.  Internet and high speed data
  grew by over  152%  from  the  first  quarter  1997  and are now  5.6% of  total
  revenues.
  
  The strong growth in switched  service revenues was a result of strong growth in
  existing  cities  and switch  service  revenues  recorded  for the first time in
  Chattanooga,  Nashville and Atlanta. During the first quarter 1998, new switches
  were installed in Salt Lake City, Charlotte, and Knoxville.
  
  During the first quarter 1998, TCG added 101 sales employees to reach a total of
  790. The alternate sales channel,  agents and resellers  increased to over 3,000
  from the 2,182 at year end 1997.
  
  Operating results:
  
  The  significant   EBITDA  (before  merger  costs)  growth  from  $18.3  million
  (excluding  a  $22  million   one-time   charge  for  in-process   research  and
  development)  in the fourth  quarter 1997 to $22.2  million in the first quarter
  1998 was a result of lower growth in Selling,  General &  Administrative  (SG&A)
  expenses  relative  to  revenues.  SG&A was 29% of  revenues  compared to 32% of
  revenues in the fourth quarter 1997.
  
  As a result of the  acceleration  of the  network  buildout  to  facilitate  the
  expected  traffic from AT&T,  operating  expenses grew in the areas of fixed and
  semi-variable  operating expenses such as costs associated with costs related to
  nodes, provisioning and maintenance expenses. Expenses for TCG's contribution to
  the FCC mandated  Universal Service Fund were recorded for the first time in the
  March quarter 1998.  In the first quarter 1998,  operating  expenses were 57% of
  revenues  compared  with 55% in the  fourth  quarter  1997.  However,  operating
  expenses still improved from the 59% of revenues in the first quarter 1997.
  
  The net loss for the first  quarter  1998 was $62.2  million or $0.36 per share.
  The merger  related  costs of $9.3  million  resulted  in an impact of a loss of
  $0.05 per share.  Prior to the merger  costs,  TCG's loss per share for the core
  business was $0.31 per share.
  Network Expansion:
  
  For the 1998 first quarter,  capital  expenditures totaled $218.5 million versus
  the $70.7 million  during the first  quarter  1997. A portion of the  additional
  capital expenditures were for the buildout of TCG's network in current cities to
  accommodate  the additional  traffic that will result from the merger with AT&T.
  With the  completion of the ACC Corp.  acquisition,  TCG serves 82  Metropolitan
  Statistical  Areas (MSAs) compared to the 65 at year end 1997.  TCG's total MSAs
  served  will  increase  to 83  MSAs  after  the  completion  of the KC  FiberNet
  transaction.
  
  On-net  buildings  increased  by 146  buildings to 4,784 at the end of the first
  quarter 1998 and 1,251 off-net  buildings were added to total 10,127  buildings.
  Total  buildings  served were 14,911 an increase of 5,340  buildings or 56% from
  first quarter 1997.
  
  The  following is a comparison  of TCG's  network  statistics  at the end of the
  first quarter 1998 versus year end 1997.
  
                                      3/31/98          12/31/97         Increase
                                     ---------        ---------         ---------
  Route Miles                          9,625            9,474                151
  Fiber Miles                        493,680          491,097              2,583
  Voice-Grade Equivalents          7,985,225        7,350,527            634,698
  Buildings:        On-net             4,784            4,638                146
                    Off-net           10,127            8,876              1,251
                   ---------        --------         --------              -----
  Total Buildings                     14,911           13,514              1,397
  Local Serving Offices                  185              152                 33
  Digital Voice Switches Installed        38               35                  3
  
  Mergers:
  
  On April 22, 1998,  TCG completed  the merger of ACC Corp. in a  stock-for-stock
  transaction.  The exchange ratio was .90909 share of TCG stock for each share of
  ACC stock. The transaction was valued at approximately $1.1 billion.
  
  On January 8, 1998, TCG and AT&T announced a definitive agreement for the merger
  of TCG with AT&T in a  stock-for-stock  transaction  at an exchange rate of .943
  shares of AT&T for every share of TCG.  Requests for  regulatory  approvals have
  been filed. To date, the Hart Scott Rodino commentary period has expired for the
  proposed merger and 17 states have given  regulatory  approval.  The transaction
  will be completed upon receipt of the FCC and other state regulatory approvals.
  
  This  press  release,  other  than  historical  financial  information  contains
  forward-looking  statements that involve risks and uncertainties detailed in the
  Company's  SEC  reports and  registration  statements.  Actual  results may vary
  materially.
  TELEPORT COMMUNICATIONS GROUP INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (unaudited)
  
   ($ in millions, except EPS)
  
                                                                    Three Months Ended
                                                                          March 31
  1998           1997
                                                                   -----          -----
  Revenue                                                   $160.1           $96.8
        Expenses:
            Operating                                               90.8            57.3
            Selling, Gen, & Admin.                                  47.1            33.4
            Merger related expense                                   9.3             0.0
            Depreciation/Amort.                                     49.1            29.7
                                                                  -------         -------
        Operating Loss                                             (36.2)          (23.6)
        Interest Income                                              5.9            11.3
        Interest Expense                                           (31.5)          (29.5)
        Equity in Losses of Unconsol. Affiliates                     0.0            (2.6)
                                                                  -------         -------
        Loss Before Taxes                                          (61.8)          (44.4)
        Income Tax Provision                                       ( 0.4)           (0.6)
                                                                  -------         -------
        Net Loss                                                  $(62.2)         $(45.0)
                                                                  =======         =======
  
        EBITDA before merger related expense                      $ 22.2          $   6.1
        EBITDA                                                    $ 12.9          $   6.1
        EPS                                                       $(0.36)         $ (0.28)
        Weighted Avg. Shares  (millions)                           174.9            161.7
  EBITDA  is  defined  as  earnings  before  interest,  taxes,  depreciation,
       amortization, and equity in losses of unconsolidated affiliates.
       .
  SIGNATURE
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has  caused  this  report  to be  signed  on its  behalf of the
  undersigned, thereunto authorized.
  
  TELEPORT COMMUNICATIONS GROUP INC.
  
  Dated: May 6, 1998                           By:  Maria Terranova-Evans
                                                   ------------------------------
                                             Name: Maria Terranova-Evans         
                                            Title: Vice President and Controller
                                                   (Principal Accounting Officer)