SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) November 5, 1998
                                (November 4, 1998)

                               ICG COMMUNICATIONS, INC.
          -----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

                Delaware              1-11965                    84-1342022
          -----------------------------------------------------------------
          (State of               (Commission          (IRS Employer
          Incorporation)          File Number)         Identification No.)

                 161 Inverness Drive West, Englewood, Colorado 80112
                 ---------------------------------------------------
                       (Address of principal executive offices)

                             ICG HOLDINGS (CANADA), INC.
           ----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

            Canada                       1-11052         Not Applicable
          ----------------------------------------------------------------
            (State of Incorporation)    Commission        (IRS Employer
                                        File Number)    Identification No.)

                     1710-1177 West Hastings Street, Vancouver,
                               British Columbia V6E 2L3
                     -------------------------------------------
                       (Address of principal executive offices)

                                  ICG HOLDINGS, INC.
           ----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

                Colorado            33-96540           84-1158866
          ----------------------------------------------------------------
          (State of Incorporation) (Commission    (IRS Employer
                                   File Number)   Identification No.)


                 161 Inverness Drive West, Englewood, Colorado 80112
                 ---------------------------------------------------
                       (Address of principal executive offices)


              Registrants' telephone numbers, including area codes
                        (888) 424-1144 or (303) 414-5000
   
                                          N/A
                                     -----------
            (Former name or former address, if changed since last report.)


     <PAGE>


ITEM 5. OTHER EVENTS. 
------  ------------

     In a press  release dated  November 4, 1998,  ICG  Communications,  Inc., a
Delaware corporation (the "Corporation"), announced its earnings information and
results of operations for the Corporation's third quarter of 1998. A copy of the
press release is attached as an Exhibit hereto.


ITEM 7.   EXHIBITS.
------    --------

     (c)  Exhibits
          --------

          99.1 Press Release, dated November 4, 1998.


     <PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, each
of the Registrants  have duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


          Dated: November 5, 1998        ICG COMMUNICATIONS, INC.


                                         By: /s/ H. Don Teague
                                            --------------------------
                                             H. Don Teague
                                             Executive Vice President,
                                               General Counsel and
                                               Secretary

                                             ICG HOLDINGS (CANADA), INC.

                                         By:  /s/ H. Don Teague
                                             ---------------------------
                                              H. Don Teague
                                              Executive Vice President,
                                                General Counsel and
                                                Secretary


                                             ICG HOLDINGS, INC.


                                         By:  /s/ H. Don Teague
                                             ---------------------------
                                             H. Don Teague
                                             Executive Vice President,
                                               General Counsel and
                                               Secretary


<PAGE>


                                 EXHIBIT INDEX


            Exhibit         Description
            -------         -----------

             99.1           Press release, dated November 4, 1998



<PAGE>

FOR IMMEDIATE RELEASE
For more information, contact:
Heathere Evans                            Steve Smith
Public Relations Manager                  Director of Investor Relations
303 414-5388                              303 414-5350
heathere_evans@icgcomm.com                investor_relations@icgcomm.com


          ICG Communications, Inc. Reports Third Quarter 1998 Results:
                      Positive EBITDA for Telecom Services
              Consolidated EBITDA Deficit Narrowed to $3.6 Million
           42 Percent Telecom Services' Gross Margin to Revenue Ratio
                   53,525 New Local Dial Tone Lines In Service

ENGLEWOOD, CO. (Nov. 4, 1998) - ICG Communications,  Inc. (Nasdaq: ICGX) ("ICG")
today reported that its Telecom Services business segment generated  $681,000 of
positive EBITDA (earnings before interest, taxes, depreciation and amortization,
and before nonrecurring charges) for the third quarter of 1998. The company also
reported that its  consolidated  EBITDA deficit narrowed to $3.6 million for the
three months ended  September 30, 1998,  compared to an EBITDA  deficit of $31.2
million  recorded for same period in 1997.  Total  consolidated  revenue for the
three  months ended  September  30, 1998 was $106.5  million,  compared to $60.6
million reported for the third quarter of 1997.

"Telecom Services  achieved a significant  milestone by reaching positive EBITDA
for the  third  quarter,"  said J.  Shelby  Bryan,  ICG's  president  and  chief
executive  officer.  "Delivering  high  margin  competitive   telecommunications
services to small and  medium-sized  business  customers is fundamental to ICG's
strategy.  I am confident  that the  continued  execution of this  strategy will
translate  into positive  EBITDA for the fourth  quarter of 1998, and throughout
1999."

ICG's continued  EBITDA  improvement is primarily  related to increases in local
dial tone lines in service.  At September  30, 1998,  ICG had 290,983 local dial
tone lines in service,  an increase of 53,525  lines  compared to June 30, 1998.
Ninety-eight  percent of the lines  installed  during the third  quarter of 1998
were  "on-switch." ICG also reported that it sold 55,792 dial tone lines for the
three months ended September 30, 1998.
                                    - more -
<PAGE>

                                             ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 2 -

Telecom  Services'  revenue for the quarter ended  September 30, 1998, was $82.6
million,  compared to $36.5  million for the three  months ended  September  30,
1997, a 126 percent  increase.  Telecom Services had gross operating  margins of
$34.4  million  for the third  quarter  of 1998,  which was 42  percent  of this
business unit's total revenue.
<TABLE>
<CAPTION>

   Telecom Services:
   ($ in millions)
---------------------------- ---------------- --------------- --------------- ---------------- -------------- ---------------
   Three months ended                9/30/98         6/30/98         3/31/98       12/31/97        9/30/97         6/30/97
---------------------------- ---------------- --------------- --------------- ---------------- -------------- ---------------
<S>                                <C>              <C>               <C>           <C>             <C>            <C> 
   Revenue                         $82.6            $64.2              58.5          47.7            36.5           34.4
   Operating costs                 (48.2)           (43.3)            (45.7)        (43.2)          (35.2)         (35.0)
---------------------------- ---------------- --------------- --------------- ---------------- -------------- ---------------
   Gross margin                     34.4            20.9              12.8            4.5            1.3           (0.6)
               % of revenue           42%             33%                22%           9%              4%            (2%)
   Lines in service                  290,983         237,458         186,156         141,035*         50,551        20,108
---------------------------- ---------------- --------------- --------------- ---------------- -------------- ---------------
                                                                                     * Includes 48,256 lines acquired.
</TABLE>


Revenue Components:
Telecom  Services'  local services  revenue for the three months ended September
30,  1998,  was $44.1  million,  an increase of $41.0  million  compared to $3.1
million  recorded  for the same period in 1997,  and  compared to $29.5  million
recorded for the prior  quarter.  Long  distance  revenue for the quarter  ended
September  30, 1998 was $6.7  million,  an increase of $0.9 million  compared to
$5.8 million recorded in the second quarter of 1998. There is no comparable long
distance  revenue in 1997,  as the company had not launched  this service in the
corresponding  quarter last year. Special access service  (dedicated  transport)
revenue was $20.2 million for the quarter ended  September 30, 1998, an increase
of $5.9 million over the same period last year.

Telecom  Services' local,  long distance,  and special access revenue  combined,
were $71.0  million for the current  quarter,  compared to $17.4 million for the
same period last year for a $53.6 million  increase.  On a sequential basis this
combination of core Telecom  revenue  increased $18.2 million from $52.8 million
for the three months ended June 30, 1998, a 34 percent increase.


                                    - more -

<PAGE>
                                             ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 3 -

Switched  terminating  (terminating  long  distance)  access  revenue  was $11.6
million for the three months ended September 30, 1998, compared to $19.1 million
for the corresponding  period in 1997. When compared  sequentially to the second
quarter of 1998,  switched  terminating  access  revenue  was  relatively  flat,
compared to $11.4 million reported for the three months ended June 30, 1998. The
company anticipates  reductions in revenue from switched  terminating access due
to  initiatives  to raise  prices and free up switch  port  capacity  for higher
margin dial tone services.
<TABLE>
<CAPTION>


Telecom Services Revenue Components
($ in millions)
--------------------------------------- ---------------- ------------- -------------- ---------------
Three months ended                              9/30/98       9/30/97    $ (CHANGE)     % (CHANGE)
--------------------------------------- ---------------- ------------- -------------- ---------------
<S>                                               <C>             <C>      <C>            <C>   
Local                                             $44.1           3.1      $41.0          1,323%
--------------------------------------- ---------------- ------------- --------------
Long distance                                       6.7            --        6.7            NA
--------------------------------------- ---------------- ------------- --------------
Special access                                     20.2          14.3        5.9            41%
--------------------------------------- ---------------- ------------- --------------
  Core Telecom revenue                             71.0          17.4       53.6           308%
--------------------------------------- ---------------- ------------- --------------
Switched terminating access                        11.6          19.1       (7.5)          (39%)
--------------------------------------- ---------------- ------------- --------------
  Total Telecom revenue                            82.6          36.5       46.1           126%
--------------------------------------- ---------------- ------------- -------------- ---------------
</TABLE>




ICG's Network Services' revenue was $14.6 million for the third quarter of 1998,
compared to $16.4 million reported for the same quarter last year. The company's
Satellite  Services  business  generated  revenue of $9.4  million for the three
months ended September 30, 1998, compared to $7.6 million reported for the third
quarter last year.  Satellite Services' MarineSat  Communications,  Inc. (mobile
satellite  communications) was recently sold and the company expects the sale of
Nova-Net Communications, Inc. (VSAT) to close during the fourth quarter of 1998.


                                    - more -

<PAGE>
                                                  ICG NETCOM 3rd Quarter Results
                                                                      Page - 4 -

Total Operating Costs and SG&A Expenses:
Total  operating  costs for the  quarter  ended  September  30,  1998 were $64.7
million,  compared to $52.6 million recorded for the corresponding  quarter last
year. The increase in these costs was primarily  attributable to the increase in
local services and the addition of network operating costs.

Selling, general and administrative ("SG&A") expenses for the three months ended
September 30, 1998 were $45.4  million,  compared to $39.2 million  reported for
the same  three-month  period in 1997.  As a percentage  of total  revenue,  the
company's  SG&A  expenses  for the  current  reported  quarter  were 43 percent,
compared  to 50 percent  for the prior  quarter,  and 65  percent  for the third
quarter of 1997. ICG anticipates  that this  relationship of total SG&A expenses
to total revenue will continue to improve.

Discontinued Operations:
The company's  "800/888/900"  inbound service bureau business (Zycom)  announced
plans to wind down and ultimately discontinue  operations,  primarily due to the
loss of a major customer. For the current quarter, Zycom generated a net loss of
$1.5 million,  compared to a net loss of $0.7 million for the three months ended
September 30, 1997.

During the third quarter, the company took steps to become better focused on its
core   business   strategy   -   delivering   a  wide   range   of   competitive
telecommunications  solutions to small and medium-sized  business end users. The
company has initiated  plans to  discontinue  certain  operations not associated
with this strategy.

Today,  ICG is announcing  plans to dispose of Netcom's  businesses and non-core
assets which will not be used in future Telecom  operations.  The company's plan
of disposal  consists of the sale of these  businesses and assets to one or more
third  parties in one or more  transactions  over the next  twelve  months.  ICG
expects to record a gain on the sale, and has commenced an active plan to locate
a buyer.

                                    - more -

<PAGE>
                                             ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 5 -

Netcom's  total revenue  increased  $0.4 million to $40.8  million,  compared to
$40.4 million posted for the second quarter of 1998.  This marked Netcom's first
sequential  revenue  increase  in  1998.  Netcom  generated  a net loss of $13.9
million for the three months ended September 30, 1998, compared to a net loss of
$6.8 million for the third quarter of 1997,  and a net loss of $10.6 million for
the prior quarter (second quarter 1998).

At the end of the third  quarter  1998,  Netcom  provided  Internet  services to
501,631  subscribers,  compared to 511,806  subscribers at the end of the second
quarter  of  1998.  The  decline  in  dial-up  subscribers  accounted  for  this
reduction.  During the third quarter Netcom began marketing initiatives intended
to  stabilize  and then grow its  dial-up  customer  base.  The  second-to-third
quarter (1998) sequential rate of dial-up  subscriber  reductions  improved to 3
percent,  compared to a 4 percent  first-to-second  quarter  sequential  dial-up
subscriber decline.

In accordance with Generally Accepted Accounting  Principles  ("GAAP"),  ICG has
reclassified  its financial  statements  to present the  operations of Zycom and
Netcom as discontinued for all historical periods.

Net Losses:
Loss from discontinued operations,  including an accrual of $1.2 million for the
estimated  loss on disposal  of Zycom,  was $16.6  million for the three  months
ended  September  30,  1998,  compared  to a net  loss of $7.5  million  for the
corresponding period in 1997.

Depreciation  and amortization for the three months ended September 30, 1998 was
$24.9 million, an increase of $11.4 million compared to the same period in 1997.
The increase in depreciation and amortization expense is primarily  attributable
to increased capital expenditures.  Interest expense and interest income for the
three  months  ended  September  30, 1998 were $46.0  million and $8.2  million,
respectively,  compared to $28.8  million  and $5.4  million for the same period
last year.  Minority interest and preferred dividends were $14.0 million for the
three months ended September 30, 1998, compared to $10.1 million recorded in the
third quarter of 1997.
                                    - more -

<PAGE>
                                             ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 6 -

ICG reported a net loss of $96.7  million for the three  months ended  September
30, 1998, compared to a net loss of $86.9 million recorded for the corresponding
period in 1997. The company's loss from continuing  operations was $80.1 million
for the current quarter, compared to a $79.4 million loss recorded for the third
quarter of 1997.  Net loss per share for the quarters  ended  September 30, 1998
and 1997 was $2.12 and $2.05,  respectively.  Net loss per share from continuing
operations  for the third  quarter of 1998 was $1.76,  compared to $1.87 for the
corresponding period in 1997.

Resources and Capital Expenditures:
ICG had $470.4 million in cash, cash  equivalents and short-term  investments at
September 30, 1998.  The company also had $18.9  million of  restricted  cash at
September 30, 1998. The company's capital expenditures of continuing  operations
for the three  months and nine  months  ended  September  30,  1998 were  $107.1
million and $260.0 million, respectively.  Total capital expenditures (including
discontinued  operations)  for the three months and nine months ended  September
30, 1998, were $112.1 million and $280.3 million, respectively.

Operations:
At September  30, 1998,  the company was  co-located in 47 central ILEC offices,
compared to 32 central  offices at the end of 1997. At September  30, 1998,  ICG
had  3,995   operational  fiber  route  miles  (with  another  406  miles  under
construction),  compared  to  3,043  miles  at  December  31,  1997.  ICG had 36
operational  switches at the end of the third  quarter of 1998, of which 21 were
voice  switches  and 15 were data  switches.  The  company  also  increased  its
buildings connected, reaching 4,901 buildings at the end of the current quarter,
compared to 2,321 buildings at December 31, 1997.

About ICG Netcom:
ICG Netcom is the brand name for products and services from ICG  Communications,
Inc. (NASDAQ: ICGX) and ICG's subsidiary, NETCOM On-Line Communication Services,
Inc. The combined entity is a leading integrated  communications  provider (ICP)
offering high-quality 
                                    - more -

<PAGE>
                                             ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 7 -

telecommunications services.  Headquartered in Englewood, CO., ICG has extensive
switched  fiber-optic  networks  and offers  local,  long  distance and enhanced
telephony and data services in its primary markets:  California, Ohio, Colorado,
its  southeastern  markets  (Louisville,  KY;  Nashville,  TN;  Birmingham,  AL;
Charlotte,  NC; and Atlanta,  GA); and, in Texas through its strategic  alliance
with CSW/ICG  ChoiceCom L. P. which the company recently  announced an agreement
to purchase 100 percent of the  partnership's  interest in San Antonio,  Dallas,
Austin,  Houston and Corpus  Christi.  At September 30, 1998, ICG had 3,251 full
time employees.

                                       ###

Information and statements contained in this press release contain, expressed or
implied, forward-looking disclosures that are based on the beliefs of management
as  well as  assumptions  made  based  on  information  currently  available  to
management.  These forward-looking  statements and information involve risks and
uncertainty,  including,  but not limited to,  future  demand for the  company's
services, general economic conditions,  government regulations,  competition and
customer strategies,  capital deployment,  the impact of pricing and other risks
and  uncertainties.  Should one or more of these  risks  materialize,  or should
underlying assumptions prove incorrect,  actual results may vary materially from
those described herein as anticipated,  believed,  estimated or expected.  These
risks are detailed  from time to time in various  reports  filed by ICG with the
SEC,  including  Form 10-K filed by ICG for the fiscal year ended  December  31,
1997,  Forms 10-Q filed for the quarters  ended March 31 and June 30, 1998,  and
Form 10-Q to be filed for the current quarter ended September 30, 1998.


Attachments:      Key Operating Statistics

                  Consolidated Statements of Operations

                  Consolidated Balance Sheet


<PAGE>
                                             ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 8 -







                            Key Operating Statistics
<TABLE>
<CAPTION>

---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
                           As of,     Sept 30,         June 30,       March 31,     Dec. 31,      Sept 30,      June 30,
Telecom Services                        1998             1998           1998          1997          1997          1997
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
<S>                                  <C>            <C>             <C>           <C>           <C>             <C>   
Dial tone lines in service             290,983        237,458         186,156       141,035        50,551        20,108
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Fiber route miles
   Operational                           3,995          3,812           3,194         3,043         3,021         2,898
   Under construction                      406             --              --            --            --            --
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Fiber strand miles
   Operational                         127,756        124,642         118,074       111,435       109,510       101,788
   Under construction                   13,930             --              --            --            --            --
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Wireless miles                             415            511             511           511           511           511
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Buildings connected *
  On network                               684            665             637           596           590           560
  Hybrid                                 4,217          3,733           3,294         1,725         1,726         1,704
                                   --------------- -------------- --------------- ------------- ------------- -------------
   Total buildings connected             4,901          4,398           3,931         2,321         2,316         2,264
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Customer circuits in service(VGEs)   1,331,510      1,250,479       1,171,801     1,111,697     1,006,916       917,656
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Switches
   Voice                                    21             20              20            19            18            17
   Data                                     15             15              15            15            15            15
                                   --------------- -------------- --------------- ------------- ------------- -------------
     Total switches                         36             35              35            34            33            32
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Switched minutes of use                    513            516             639           660           788           742
    (MOU) (in millions)**
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------

Internet Services
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
 Web hosting/dedicated subs             23,089         18,638          14,976        12,275        10,630         9,070
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
 Ave. mo.  revenue per sub              $26.52          25.87           25.12         25.01         24.24         23.95
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------

Satellite Services
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
VSATs                                      966            928             921           957           934           895
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
C-Band installations                        69             66              59            57            54            57
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
</TABLE>

*    Beginning in the first quarter of 1998, buildings connected represents both
     dial tone and special access connectivity.

**   Based on three-month periods.



<PAGE>
                                             ICG Netcom 3rd Quarter 1998 Results
                                                                       Page -9-
                                              11/14/98 Press release attachment

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
($ in thousands except per share data)

                                  Year-over-year comparison
                              ---------------------------------

                               THREE MONTHS ENDED,
                              --------------------
Revenue                       30-Sep-98   30-Sep-97   % Change
                               --------   ---------  ----------
  Telecom services
    Local services            $ 44,068       3,125       1310%
    Long distance                6,675           -          NA
    Special access              20,213      14,355         41%
    Switched terminating
      access                    11,611      19,063        (39%)
                               -------     -------
  Total Telecom services        82,567      36,543        126%

  Network services (FOTI)       14,550      16,432        (11%)
  Satellite services             9,350       7,640         22%
                               -------     -------
    Total revenue              106,467      60,615         76%

Operating costs
  Telecom services             (48,145)    (35,215)        37%
  Network services (FOTI)      (12,177)    (13,151)        (7%)
  Satellite services            (4,358)     (4,236)         3%
                               -------     -------
    Total operating costs      (64,680)    (52,602)        23%

Selling, general and
  administrative               (45,435)    (39,187)        16%
                               -------     -------
    EBITDA (before
      nonrecurring charges)     (3,648)    (31,174)       (88%)

Depreciation and amortization  (24,883)    (13,517)        84%
Net gain (loss) on disposal
  of long-lived assets             814      (1,354)      (160%)
Restructuring costs                  -           -          NA
                               -------     -------
    Operating loss             (27,717)    (46,045)       (40%)

Interest expense               (45,982)    (28,834)        59%
Interest income                  8,196       5,382         52%
Other, net                        (547)        237       (331%)
                               -------     -------
Loss from continuing 
  operations before income 
  taxes and minority interest  (66,050)    (69,260)        (5%)

Income tax expense                 (45)          -          NA
Minority interest &            
  preferred dividends on        
  preferred securities of
  subsidiaries                 (13,987)    (10,112)        38%
                               -------     -------
Loss from continuing 
  operations                   (80,082)    (79,372)         1%

Loss from discontinued
  operations                   (16,582)     (7,502)       121%
                               -------     -------
Net loss                       (96,664)    (86,874)        11%
                               =======     =======
Net loss per share from
  continuing operations
  - basic and diluted            (1.76)     (1.87)         (6%)
                               =======    ========
Net loss per share 
  - basic and diluted            (2.12)     (2.05)          3%
                               =======    ========
Weighted average number of
  shares outstanding - basic
  and diluted                   45,588      42,359
<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
($ in thousands except per share data)

                                Sequential quarter comparison
                              ---------------------------------

                               THREE MONTHS ENDED,
                              --------------------
Revenue                       30-Sep-98   30-Jun-98   % Change
                               --------   ---------  ----------
  Telecom services
    Local services            $ 44,068      29,507         49%
    Long Distance                6,675       5,761         16%
    Special access              20,213      17,543         15%
    Switched terminating
      access                    11,611      11,404          2%
                               -------     -------
  Total Telecom services        82,567      64,215         29%

  Network services (FOTI)       14,550      14,759         (1%)
  Satellite services             9,350      11,683        (20%)
                               -------     -------
    Total revenue              106,467      90,657         17%

Operating costs
  Telecom services             (48,145)    (43,310)        11%
  Network services (FOTI)      (12,177)    (12,590)        (3%)
  Satellite services            (4,358)     (5,869)       (26%)
                               -------     -------
    Total operating costs      (64,680)    (61,769)         5%

Selling, general and
  administrative               (45,435)    (45,156)         1%
                               -------     -------
    EBITDA (before
      nonrecurring charges)     (3,648)    (16,268)       (78%)

Depreciation and amortization  (24,883)    (22,835)         9%
Net gain (loss) on disposal
  of long-lived assets             814           7      11529%
Restructuring costs                  -        (553)      (100%)
                               -------     -------
    Operating loss             (27,717)    (39,649)       (30%)

Interest expense               (45,982)    (41,521)        11%
Interest income                  8,196       8,490         (3%)
Other, net                        (547)     (3,160)       (83%)
                               -------     -------
Loss from continuing 
  operations before income 
  taxes and minority interest  (66,050)    (75,840)       (13%)

Income tax expense                 (45)          -          NA
Minority interest &            
  preferred dividends on        
  preferred securities of
  subsidiaries                 (13,987)    (13,595)         3%
                               -------     -------
Loss from continuing 
  operations                   (80,082)    (89,435)       (10%)

Loss from discontinued
  operations                   (16,582)    (11,401)        45%
                               -------     -------
Net loss                       (96,664)   (100,836)        (4%)
                               =======     =======
Net loss per share from
  continuing operations
  - basic and diluted            (1.76)     (1.99)        (12%)
                               =======    ========
Net loss per share 
  - basic and diluted            (2.12)     (2.25)         (6%)
                               =======    ========
Weighted average number of
  shares outstanding - basic
  and diluted                   45,588      44,865
<PAGE>
                                             ICG Netcom 3rd Quarter 1998 Results
                                                                       Page -10-
                                               11/4/98 Press release attachment

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
($ in thousands except per share data)


                               NINE MONTHS ENDED,
                              --------------------
Revenue                       30-Sep-98   30-Sep-97   % Change
                               --------   ---------  ----------
  Telecom services
    Local services            $ 96,637       4,295       2150%
    Long Distance               17,534           -          NA
    Special access              53,883      39,935         35%
    Switched terminating
      access                    37,215      57,407        (35%)
                               -------     -------
  Total Telecom services       205,269     101,637        102%

  Network services (FOTI)       40,740      50,059        (19%)
  Satellite services            29,982      22,306         34%
                               -------     -------
    Total revenue              275,991     174,002         59%

Operating costs
  Telecom services            (137,113)   (104,135)        32%
  Network services (FOTI)      (35,632)    (40,569)       (12%)
  Satellite services           (15,219)    (12,189)        25%
                               -------     -------
    Total operating costs     (187,964)   (156,893)        20%

Selling, general and
  administrative              (132,917)   (110,183)        21%
                               -------     -------
    EBITDA (before
      nonrecurring charges)    (44,890)    (93,074)       (52%)

Depreciation and amortization  (61,321)    (37,198)        65%
Net gain (loss) on disposal
  of long-lived assets             316      (1,035)      (131%)
Restructuring costs               (553)          -          NA
                               -------     -------
    Operating loss            (106,448)    (131,307)       (19%)

Interest expense              (121,974)    (82,290)        48%
Interest income                 22,188      17,284         28%
Other, net                      (4,028)        (36)     11089%
                               -------     -------
Loss from continuing 
  operations before income 
  taxes and minority interest (210,262)    (196,349)        7%

Income tax expense                 (45)          -          NA
Minority interest &            
  preferred dividends on        
  preferred securities of
  subsidiaries                 (40,774)    (24,981)        63%
                               -------     -------
Loss from continuing 
  operations                  (251,081)   (221,330)        13%

Loss from discontinued
  operations                   (48,174)    (28,285)        70%
                               -------     -------
Net loss                      (299,255)   (249,615)        20%
                               =======     =======
Net loss per share from
  continuing operations
  - basic and diluted            (5.59)     (5.25)         6%
                               =======    ========
Net loss per share 
  - basic and diluted            (6.66)     (5.92)        13%
                               =======    ========
Weighted average number of
  shares outstanding - basic
  and diluted                   44,922      42,159

<PAGE>


                                            ICG Netcom 3rd Quarter 1998 Results
                                                                      Page -11-
                                               11/4/98 Press release attachment

          
CONSOLIDATED BALANCE SHEETS (unaudited)
($ in thousands)


                                             SEPTEMBER 30,    DECEMBER 31,
           ASSETS                                1998            1997
           ------------                       ----------     ------------
             Cash, cash equivalents and      $   470,418        294,483
              short-term investments
             Receivables, net                    125,017         81,118

             Property and equipment              963,649        736,700
              Accumulated depreciation          (158,993)      (105,584)
                                              ----------     ----------
                Net property and equipment       804,656        631,116


             Goodwill, net                       109,960         77,562
             Deferred financing costs, net        37,374         23,196
             Restricted cash                      18,889         24,649
             Deposits and other assets, net       59,589         40,254
             Net assets of discontinued 
               operations held for sale           78,254         76,092
                                              ----------     ----------
                Total assets                   1,704,157      1,248,470
                                              ==========     ==========


           LIABILITIES AND STOCKHOLDERS'
            DEFICIT:
           -------------------------------

             Accounts payable and accrued
              liabilities                    $   152,011        120,354
             Capital leases                       64,903         72,576
             Debt                              1,553,144        892,352
                                              ----------     ----------
                Total liabilities              1,770,058      1,085,282
                                              ----------     ----------
             Redeemable preferred
              securities of subsidiaries         454,192        420,171

             Stockholders' deficit:
              Common stock                           596            749
              Additional paid-in capital         570,033        533,541
              Accumulated deficit             (1,090,672)      (791,417)
              Accumulated other
               comprehensive income (loss)           (50)           144
                                              ----------     ----------
                Total stockholders' deficit     (520,093)      (256,983)
                                              ----------     ----------

                     Total liabilities and
                      stockholders' deficit  $ 1,704,157      1,248,470
                                              ==========     ==========
[{"type": "8-K", "sequence": "1", "description": "EARNINGS RELEASE", "secsgml_size_bytes": 41762}]
{"company-data": {"conformed-name": "ICG HOLDINGS INC", "cik": "0001001131", "assigned-sic": "4813", "irs-number": "841128866", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-96540", "film-number": "98738891"}, "business-address": {"street1": "161 INVERNESS DRIVE WEST", "street2": "P O BOX 6742", "city": "ENGLEWOOD", "state": "CO", "zip": "80155-6742", "phone": "303-414-50"}, "mail-address": {"street1": "P O BOX 6742", "street2": "SUITE 1610", "city": "ENGLEWOOD", "state": "CO", "zip": "80155-6742"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) November 5, 1998
                                (November 4, 1998)

                               ICG COMMUNICATIONS, INC.
          -----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

                Delaware              1-11965                    84-1342022
          -----------------------------------------------------------------
          (State of               (Commission          (IRS Employer
          Incorporation)          File Number)         Identification No.)

                 161 Inverness Drive West, Englewood, Colorado 80112
                 ---------------------------------------------------
                       (Address of principal executive offices)

                             ICG HOLDINGS (CANADA), INC.
           ----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

            Canada                       1-11052         Not Applicable
          ----------------------------------------------------------------
            (State of Incorporation)    Commission        (IRS Employer
                                        File Number)    Identification No.)

                     1710-1177 West Hastings Street, Vancouver,
                               British Columbia V6E 2L3
                     -------------------------------------------
                       (Address of principal executive offices)

                                  ICG HOLDINGS, INC.
           ----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

                Colorado            33-96540           84-1158866
          ----------------------------------------------------------------
          (State of Incorporation) (Commission    (IRS Employer
                                   File Number)   Identification No.)

                 161 Inverness Drive West, Englewood, Colorado 80112
                 ---------------------------------------------------
                       (Address of principal executive offices)

              Registrants' telephone numbers, including area codes
                        (888) 424-1144 or (303) 414-5000
   
                                          N/A
                                     -----------
            (Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS. 
------  ------------

     In a press  release dated  November 4, 1998,  ICG  Communications,  Inc., a
Delaware corporation (the "Corporation"), announced its earnings information and
results of operations for the Corporation's third quarter of 1998. A copy of the
press release is attached as an Exhibit hereto.

ITEM 7.   EXHIBITS.
------    --------

     (c)  Exhibits
          --------

          99.1 Press Release, dated November 4, 1998.
SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, each
of the Registrants  have duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

          Dated: November 5, 1998        ICG COMMUNICATIONS, INC.

                                         By: /s/ H. Don Teague
                                            --------------------------
                                             H. Don Teague
                                             Executive Vice President,
                                               General Counsel and
                                               Secretary

                                             ICG HOLDINGS (CANADA), INC.

                                         By:  /s/ H. Don Teague
                                             ---------------------------
                                              H. Don Teague
                                              Executive Vice President,
                                                General Counsel and
                                                Secretary

                                             ICG HOLDINGS, INC.

                                         By:  /s/ H. Don Teague
                                             ---------------------------
                                             H. Don Teague
                                             Executive Vice President,
                                               General Counsel and
                                               Secretary
EXHIBIT INDEX

            Exhibit         Description
            -------         -----------

             99.1           Press release, dated November 4, 1998
FOR IMMEDIATE RELEASE
For more information, contact:
Heathere Evans                            Steve Smith
Public Relations Manager                  Director of Investor Relations
303 414-5388                              303 414-5350
heathere_evans@icgcomm.com                investor_relations@icgcomm.com

          ICG Communications, Inc. Reports Third Quarter 1998 Results:
                      Positive EBITDA for Telecom Services
              Consolidated EBITDA Deficit Narrowed to $3.6 Million
           42 Percent Telecom Services' Gross Margin to Revenue Ratio
                   53,525 New Local Dial Tone Lines In Service

ENGLEWOOD, CO. (Nov. 4, 1998) - ICG Communications,  Inc. (Nasdaq: ICGX) ("ICG")
today reported that its Telecom Services business segment generated  $681,000 of
positive EBITDA (earnings before interest, taxes, depreciation and amortization,
and before nonrecurring charges) for the third quarter of 1998. The company also
reported that its  consolidated  EBITDA deficit narrowed to $3.6 million for the
three months ended  September 30, 1998,  compared to an EBITDA  deficit of $31.2
million  recorded for same period in 1997.  Total  consolidated  revenue for the
three  months ended  September  30, 1998 was $106.5  million,  compared to $60.6
million reported for the third quarter of 1997.

"Telecom Services  achieved a significant  milestone by reaching positive EBITDA
for the  third  quarter,"  said J.  Shelby  Bryan,  ICG's  president  and  chief
executive  officer.  "Delivering  high  margin  competitive   telecommunications
services to small and  medium-sized  business  customers is fundamental to ICG's
strategy.  I am confident  that the  continued  execution of this  strategy will
translate  into positive  EBITDA for the fourth  quarter of 1998, and throughout
1999."

ICG's continued  EBITDA  improvement is primarily  related to increases in local
dial tone lines in service.  At September  30, 1998,  ICG had 290,983 local dial
tone lines in service,  an increase of 53,525  lines  compared to June 30, 1998.
Ninety-eight  percent of the lines  installed  during the third  quarter of 1998
were  "on-switch." ICG also reported that it sold 55,792 dial tone lines for the
three months ended September 30, 1998.
                                    - more -
ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 2 -

Telecom  Services'  revenue for the quarter ended  September 30, 1998, was $82.6
million,  compared to $36.5  million for the three  months ended  September  30,
1997, a 126 percent  increase.  Telecom Services had gross operating  margins of
$34.4  million  for the third  quarter  of 1998,  which was 42  percent  of this
business unit's total revenue.
Telecom Services:
   ($ in millions)
---------------------------- ---------------- --------------- --------------- ---------------- -------------- ---------------
   Three months ended                9/30/98         6/30/98         3/31/98       12/31/97        9/30/97         6/30/97
---------------------------- ---------------- --------------- --------------- ---------------- -------------- ---------------
Revenue                         $82.6            $64.2              58.5          47.7            36.5           34.4
   Operating costs                 (48.2)           (43.3)            (45.7)        (43.2)          (35.2)         (35.0)
---------------------------- ---------------- --------------- --------------- ---------------- -------------- ---------------
   Gross margin                     34.4            20.9              12.8            4.5            1.3           (0.6)
               % of revenue           42%             33%                22%           9%              4%            (2%)
   Lines in service                  290,983         237,458         186,156         141,035*         50,551        20,108
---------------------------- ---------------- --------------- --------------- ---------------- -------------- ---------------
                                                                                     * Includes 48,256 lines acquired.
Revenue Components:
Telecom  Services'  local services  revenue for the three months ended September
30,  1998,  was $44.1  million,  an increase of $41.0  million  compared to $3.1
million  recorded  for the same period in 1997,  and  compared to $29.5  million
recorded for the prior  quarter.  Long  distance  revenue for the quarter  ended
September  30, 1998 was $6.7  million,  an increase of $0.9 million  compared to
$5.8 million recorded in the second quarter of 1998. There is no comparable long
distance  revenue in 1997,  as the company had not launched  this service in the
corresponding  quarter last year. Special access service  (dedicated  transport)
revenue was $20.2 million for the quarter ended  September 30, 1998, an increase
of $5.9 million over the same period last year.

Telecom  Services' local,  long distance,  and special access revenue  combined,
were $71.0  million for the current  quarter,  compared to $17.4 million for the
same period last year for a $53.6 million  increase.  On a sequential basis this
combination of core Telecom  revenue  increased $18.2 million from $52.8 million
for the three months ended June 30, 1998, a 34 percent increase.

                                    - more -
ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 3 -

Switched  terminating  (terminating  long  distance)  access  revenue  was $11.6
million for the three months ended September 30, 1998, compared to $19.1 million
for the corresponding  period in 1997. When compared  sequentially to the second
quarter of 1998,  switched  terminating  access  revenue  was  relatively  flat,
compared to $11.4 million reported for the three months ended June 30, 1998. The
company anticipates  reductions in revenue from switched  terminating access due
to  initiatives  to raise  prices and free up switch  port  capacity  for higher
margin dial tone services.
Telecom Services Revenue Components
($ in millions)
--------------------------------------- ---------------- ------------- -------------- ---------------
Three months ended                              9/30/98       9/30/97    $ (CHANGE)     % (CHANGE)
--------------------------------------- ---------------- ------------- -------------- ---------------
Local                                             $44.1           3.1      $41.0          1,323%
--------------------------------------- ---------------- ------------- --------------
Long distance                                       6.7            --        6.7            NA
--------------------------------------- ---------------- ------------- --------------
Special access                                     20.2          14.3        5.9            41%
--------------------------------------- ---------------- ------------- --------------
  Core Telecom revenue                             71.0          17.4       53.6           308%
--------------------------------------- ---------------- ------------- --------------
Switched terminating access                        11.6          19.1       (7.5)          (39%)
--------------------------------------- ---------------- ------------- --------------
  Total Telecom revenue                            82.6          36.5       46.1           126%
--------------------------------------- ---------------- ------------- -------------- ---------------
ICG's Network Services' revenue was $14.6 million for the third quarter of 1998,
compared to $16.4 million reported for the same quarter last year. The company's
Satellite  Services  business  generated  revenue of $9.4  million for the three
months ended September 30, 1998, compared to $7.6 million reported for the third
quarter last year.  Satellite Services' MarineSat  Communications,  Inc. (mobile
satellite  communications) was recently sold and the company expects the sale of
Nova-Net Communications, Inc. (VSAT) to close during the fourth quarter of 1998.

                                    - more -
ICG NETCOM 3rd Quarter Results
                                                                      Page - 4 -

Total Operating Costs and SG&A Expenses:
Total  operating  costs for the  quarter  ended  September  30,  1998 were $64.7
million,  compared to $52.6 million recorded for the corresponding  quarter last
year. The increase in these costs was primarily  attributable to the increase in
local services and the addition of network operating costs.

Selling, general and administrative ("SG&A") expenses for the three months ended
September 30, 1998 were $45.4  million,  compared to $39.2 million  reported for
the same  three-month  period in 1997.  As a percentage  of total  revenue,  the
company's  SG&A  expenses  for the  current  reported  quarter  were 43 percent,
compared  to 50 percent  for the prior  quarter,  and 65  percent  for the third
quarter of 1997. ICG anticipates  that this  relationship of total SG&A expenses
to total revenue will continue to improve.

Discontinued Operations:
The company's  "800/888/900"  inbound service bureau business (Zycom)  announced
plans to wind down and ultimately discontinue  operations,  primarily due to the
loss of a major customer. For the current quarter, Zycom generated a net loss of
$1.5 million,  compared to a net loss of $0.7 million for the three months ended
September 30, 1997.

During the third quarter, the company took steps to become better focused on its
core   business   strategy   -   delivering   a  wide   range   of   competitive
telecommunications  solutions to small and medium-sized  business end users. The
company has initiated  plans to  discontinue  certain  operations not associated
with this strategy.

Today,  ICG is announcing  plans to dispose of Netcom's  businesses and non-core
assets which will not be used in future Telecom  operations.  The company's plan
of disposal  consists of the sale of these  businesses and assets to one or more
third  parties in one or more  transactions  over the next  twelve  months.  ICG
expects to record a gain on the sale, and has commenced an active plan to locate
a buyer.

                                    - more -
ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 5 -

Netcom's  total revenue  increased  $0.4 million to $40.8  million,  compared to
$40.4 million posted for the second quarter of 1998.  This marked Netcom's first
sequential  revenue  increase  in  1998.  Netcom  generated  a net loss of $13.9
million for the three months ended September 30, 1998, compared to a net loss of
$6.8 million for the third quarter of 1997,  and a net loss of $10.6 million for
the prior quarter (second quarter 1998).

At the end of the third  quarter  1998,  Netcom  provided  Internet  services to
501,631  subscribers,  compared to 511,806  subscribers at the end of the second
quarter  of  1998.  The  decline  in  dial-up  subscribers  accounted  for  this
reduction.  During the third quarter Netcom began marketing initiatives intended
to  stabilize  and then grow its  dial-up  customer  base.  The  second-to-third
quarter (1998) sequential rate of dial-up  subscriber  reductions  improved to 3
percent,  compared to a 4 percent  first-to-second  quarter  sequential  dial-up
subscriber decline.

In accordance with Generally Accepted Accounting  Principles  ("GAAP"),  ICG has
reclassified  its financial  statements  to present the  operations of Zycom and
Netcom as discontinued for all historical periods.

Net Losses:
Loss from discontinued operations,  including an accrual of $1.2 million for the
estimated  loss on disposal  of Zycom,  was $16.6  million for the three  months
ended  September  30,  1998,  compared  to a net  loss of $7.5  million  for the
corresponding period in 1997.

Depreciation  and amortization for the three months ended September 30, 1998 was
$24.9 million, an increase of $11.4 million compared to the same period in 1997.
The increase in depreciation and amortization expense is primarily  attributable
to increased capital expenditures.  Interest expense and interest income for the
three  months  ended  September  30, 1998 were $46.0  million and $8.2  million,
respectively,  compared to $28.8  million  and $5.4  million for the same period
last year.  Minority interest and preferred dividends were $14.0 million for the
three months ended September 30, 1998, compared to $10.1 million recorded in the
third quarter of 1997.
                                    - more -
ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 6 -

ICG reported a net loss of $96.7  million for the three  months ended  September
30, 1998, compared to a net loss of $86.9 million recorded for the corresponding
period in 1997. The company's loss from continuing  operations was $80.1 million
for the current quarter, compared to a $79.4 million loss recorded for the third
quarter of 1997.  Net loss per share for the quarters  ended  September 30, 1998
and 1997 was $2.12 and $2.05,  respectively.  Net loss per share from continuing
operations  for the third  quarter of 1998 was $1.76,  compared to $1.87 for the
corresponding period in 1997.

Resources and Capital Expenditures:
ICG had $470.4 million in cash, cash  equivalents and short-term  investments at
September 30, 1998.  The company also had $18.9  million of  restricted  cash at
September 30, 1998. The company's capital expenditures of continuing  operations
for the three  months and nine  months  ended  September  30,  1998 were  $107.1
million and $260.0 million, respectively.  Total capital expenditures (including
discontinued  operations)  for the three months and nine months ended  September
30, 1998, were $112.1 million and $280.3 million, respectively.

Operations:
At September  30, 1998,  the company was  co-located in 47 central ILEC offices,
compared to 32 central  offices at the end of 1997. At September  30, 1998,  ICG
had  3,995   operational  fiber  route  miles  (with  another  406  miles  under
construction),  compared  to  3,043  miles  at  December  31,  1997.  ICG had 36
operational  switches at the end of the third  quarter of 1998, of which 21 were
voice  switches  and 15 were data  switches.  The  company  also  increased  its
buildings connected, reaching 4,901 buildings at the end of the current quarter,
compared to 2,321 buildings at December 31, 1997.

About ICG Netcom:
ICG Netcom is the brand name for products and services from ICG  Communications,
Inc. (NASDAQ: ICGX) and ICG's subsidiary, NETCOM On-Line Communication Services,
Inc. The combined entity is a leading integrated  communications  provider (ICP)
offering high-quality 
                                    - more -
ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 7 -

telecommunications services.  Headquartered in Englewood, CO., ICG has extensive
switched  fiber-optic  networks  and offers  local,  long  distance and enhanced
telephony and data services in its primary markets:  California, Ohio, Colorado,
its  southeastern  markets  (Louisville,  KY;  Nashville,  TN;  Birmingham,  AL;
Charlotte,  NC; and Atlanta,  GA); and, in Texas through its strategic  alliance
with CSW/ICG  ChoiceCom L. P. which the company recently  announced an agreement
to purchase 100 percent of the  partnership's  interest in San Antonio,  Dallas,
Austin,  Houston and Corpus  Christi.  At September 30, 1998, ICG had 3,251 full
time employees.

                                       ###

Information and statements contained in this press release contain, expressed or
implied, forward-looking disclosures that are based on the beliefs of management
as  well as  assumptions  made  based  on  information  currently  available  to
management.  These forward-looking  statements and information involve risks and
uncertainty,  including,  but not limited to,  future  demand for the  company's
services, general economic conditions,  government regulations,  competition and
customer strategies,  capital deployment,  the impact of pricing and other risks
and  uncertainties.  Should one or more of these  risks  materialize,  or should
underlying assumptions prove incorrect,  actual results may vary materially from
those described herein as anticipated,  believed,  estimated or expected.  These
risks are detailed  from time to time in various  reports  filed by ICG with the
SEC,  including  Form 10-K filed by ICG for the fiscal year ended  December  31,
1997,  Forms 10-Q filed for the quarters  ended March 31 and June 30, 1998,  and
Form 10-Q to be filed for the current quarter ended September 30, 1998.

Attachments:      Key Operating Statistics

                  Consolidated Statements of Operations

                  Consolidated Balance Sheet
ICG NETCOM 3rd Quarter 1998 Results
                                                                      Page - 8 -

                            Key Operating Statistics
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
                           As of,     Sept 30,         June 30,       March 31,     Dec. 31,      Sept 30,      June 30,
Telecom Services                        1998             1998           1998          1997          1997          1997
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Dial tone lines in service             290,983        237,458         186,156       141,035        50,551        20,108
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Fiber route miles
   Operational                           3,995          3,812           3,194         3,043         3,021         2,898
   Under construction                      406             --              --            --            --            --
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Fiber strand miles
   Operational                         127,756        124,642         118,074       111,435       109,510       101,788
   Under construction                   13,930             --              --            --            --            --
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Wireless miles                             415            511             511           511           511           511
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Buildings connected *
  On network                               684            665             637           596           590           560
  Hybrid                                 4,217          3,733           3,294         1,725         1,726         1,704
                                   --------------- -------------- --------------- ------------- ------------- -------------
   Total buildings connected             4,901          4,398           3,931         2,321         2,316         2,264
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Customer circuits in service(VGEs)   1,331,510      1,250,479       1,171,801     1,111,697     1,006,916       917,656
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Switches
   Voice                                    21             20              20            19            18            17
   Data                                     15             15              15            15            15            15
                                   --------------- -------------- --------------- ------------- ------------- -------------
     Total switches                         36             35              35            34            33            32
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
Switched minutes of use                    513            516             639           660           788           742
    (MOU) (in millions)**
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------

Internet Services
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
 Web hosting/dedicated subs             23,089         18,638          14,976        12,275        10,630         9,070
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
 Ave. mo.  revenue per sub              $26.52          25.87           25.12         25.01         24.24         23.95
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------

Satellite Services
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
VSATs                                      966            928             921           957           934           895
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
C-Band installations                        69             66              59            57            54            57
---------------------------------- --------------- -------------- --------------- ------------- ------------- -------------
*    Beginning in the first quarter of 1998, buildings connected represents both
     dial tone and special access connectivity.

**   Based on three-month periods.
ICG Netcom 3rd Quarter 1998 Results
                                                                       Page -9-
                                              11/14/98 Press release attachment

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
($ in thousands except per share data)

                                  Year-over-year comparison
                              ---------------------------------

                               THREE MONTHS ENDED,
                              --------------------
Revenue                       30-Sep-98   30-Sep-97   % Change
                               --------   ---------  ----------
  Telecom services
    Local services            $ 44,068       3,125       1310%
    Long distance                6,675           -          NA
    Special access              20,213      14,355         41%
    Switched terminating
      access                    11,611      19,063        (39%)
                               -------     -------
  Total Telecom services        82,567      36,543        126%

  Network services (FOTI)       14,550      16,432        (11%)
  Satellite services             9,350       7,640         22%
                               -------     -------
    Total revenue              106,467      60,615         76%

Operating costs
  Telecom services             (48,145)    (35,215)        37%
  Network services (FOTI)      (12,177)    (13,151)        (7%)
  Satellite services            (4,358)     (4,236)         3%
                               -------     -------
    Total operating costs      (64,680)    (52,602)        23%

Selling, general and
  administrative               (45,435)    (39,187)        16%
                               -------     -------
    EBITDA (before
      nonrecurring charges)     (3,648)    (31,174)       (88%)

Depreciation and amortization  (24,883)    (13,517)        84%
Net gain (loss) on disposal
  of long-lived assets             814      (1,354)      (160%)
Restructuring costs                  -           -          NA
                               -------     -------
    Operating loss             (27,717)    (46,045)       (40%)

Interest expense               (45,982)    (28,834)        59%
Interest income                  8,196       5,382         52%
Other, net                        (547)        237       (331%)
                               -------     -------
Loss from continuing 
  operations before income 
  taxes and minority interest  (66,050)    (69,260)        (5%)

Income tax expense                 (45)          -          NA
Minority interest &            
  preferred dividends on        
  preferred securities of
  subsidiaries                 (13,987)    (10,112)        38%
                               -------     -------
Loss from continuing 
  operations                   (80,082)    (79,372)         1%

Loss from discontinued
  operations                   (16,582)     (7,502)       121%
                               -------     -------
Net loss                       (96,664)    (86,874)        11%
                               =======     =======
Net loss per share from
  continuing operations
  - basic and diluted            (1.76)     (1.87)         (6%)
                               =======    ========
Net loss per share 
  - basic and diluted            (2.12)     (2.05)          3%
                               =======    ========
Weighted average number of
  shares outstanding - basic
  and diluted                   45,588      42,359
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
($ in thousands except per share data)

                                Sequential quarter comparison
                              ---------------------------------

                               THREE MONTHS ENDED,
                              --------------------
Revenue                       30-Sep-98   30-Jun-98   % Change
                               --------   ---------  ----------
  Telecom services
    Local services            $ 44,068      29,507         49%
    Long Distance                6,675       5,761         16%
    Special access              20,213      17,543         15%
    Switched terminating
      access                    11,611      11,404          2%
                               -------     -------
  Total Telecom services        82,567      64,215         29%

  Network services (FOTI)       14,550      14,759         (1%)
  Satellite services             9,350      11,683        (20%)
                               -------     -------
    Total revenue              106,467      90,657         17%

Operating costs
  Telecom services             (48,145)    (43,310)        11%
  Network services (FOTI)      (12,177)    (12,590)        (3%)
  Satellite services            (4,358)     (5,869)       (26%)
                               -------     -------
    Total operating costs      (64,680)    (61,769)         5%

Selling, general and
  administrative               (45,435)    (45,156)         1%
                               -------     -------
    EBITDA (before
      nonrecurring charges)     (3,648)    (16,268)       (78%)

Depreciation and amortization  (24,883)    (22,835)         9%
Net gain (loss) on disposal
  of long-lived assets             814           7      11529%
Restructuring costs                  -        (553)      (100%)
                               -------     -------
    Operating loss             (27,717)    (39,649)       (30%)

Interest expense               (45,982)    (41,521)        11%
Interest income                  8,196       8,490         (3%)
Other, net                        (547)     (3,160)       (83%)
                               -------     -------
Loss from continuing 
  operations before income 
  taxes and minority interest  (66,050)    (75,840)       (13%)

Income tax expense                 (45)          -          NA
Minority interest &            
  preferred dividends on        
  preferred securities of
  subsidiaries                 (13,987)    (13,595)         3%
                               -------     -------
Loss from continuing 
  operations                   (80,082)    (89,435)       (10%)

Loss from discontinued
  operations                   (16,582)    (11,401)        45%
                               -------     -------
Net loss                       (96,664)   (100,836)        (4%)
                               =======     =======
Net loss per share from
  continuing operations
  - basic and diluted            (1.76)     (1.99)        (12%)
                               =======    ========
Net loss per share 
  - basic and diluted            (2.12)     (2.25)         (6%)
                               =======    ========
Weighted average number of
  shares outstanding - basic
  and diluted                   45,588      44,865
ICG Netcom 3rd Quarter 1998 Results
                                                                       Page -10-
                                               11/4/98 Press release attachment

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
($ in thousands except per share data)

                               NINE MONTHS ENDED,
                              --------------------
Revenue                       30-Sep-98   30-Sep-97   % Change
                               --------   ---------  ----------
  Telecom services
    Local services            $ 96,637       4,295       2150%
    Long Distance               17,534           -          NA
    Special access              53,883      39,935         35%
    Switched terminating
      access                    37,215      57,407        (35%)
                               -------     -------
  Total Telecom services       205,269     101,637        102%

  Network services (FOTI)       40,740      50,059        (19%)
  Satellite services            29,982      22,306         34%
                               -------     -------
    Total revenue              275,991     174,002         59%

Operating costs
  Telecom services            (137,113)   (104,135)        32%
  Network services (FOTI)      (35,632)    (40,569)       (12%)
  Satellite services           (15,219)    (12,189)        25%
                               -------     -------
    Total operating costs     (187,964)   (156,893)        20%

Selling, general and
  administrative              (132,917)   (110,183)        21%
                               -------     -------
    EBITDA (before
      nonrecurring charges)    (44,890)    (93,074)       (52%)

Depreciation and amortization  (61,321)    (37,198)        65%
Net gain (loss) on disposal
  of long-lived assets             316      (1,035)      (131%)
Restructuring costs               (553)          -          NA
                               -------     -------
    Operating loss            (106,448)    (131,307)       (19%)

Interest expense              (121,974)    (82,290)        48%
Interest income                 22,188      17,284         28%
Other, net                      (4,028)        (36)     11089%
                               -------     -------
Loss from continuing 
  operations before income 
  taxes and minority interest (210,262)    (196,349)        7%

Income tax expense                 (45)          -          NA
Minority interest &            
  preferred dividends on        
  preferred securities of
  subsidiaries                 (40,774)    (24,981)        63%
                               -------     -------
Loss from continuing 
  operations                  (251,081)   (221,330)        13%

Loss from discontinued
  operations                   (48,174)    (28,285)        70%
                               -------     -------
Net loss                      (299,255)   (249,615)        20%
                               =======     =======
Net loss per share from
  continuing operations
  - basic and diluted            (5.59)     (5.25)         6%
                               =======    ========
Net loss per share 
  - basic and diluted            (6.66)     (5.92)        13%
                               =======    ========
Weighted average number of
  shares outstanding - basic
  and diluted                   44,922      42,159
ICG Netcom 3rd Quarter 1998 Results
                                                                      Page -11-
                                               11/4/98 Press release attachment

          
CONSOLIDATED BALANCE SHEETS (unaudited)
($ in thousands)

                                             SEPTEMBER 30,    DECEMBER 31,
           ASSETS                                1998            1997
           ------------                       ----------     ------------
             Cash, cash equivalents and      $   470,418        294,483
              short-term investments
             Receivables, net                    125,017         81,118

             Property and equipment              963,649        736,700
              Accumulated depreciation          (158,993)      (105,584)
                                              ----------     ----------
                Net property and equipment       804,656        631,116

             Goodwill, net                       109,960         77,562
             Deferred financing costs, net        37,374         23,196
             Restricted cash                      18,889         24,649
             Deposits and other assets, net       59,589         40,254
             Net assets of discontinued 
               operations held for sale           78,254         76,092
                                              ----------     ----------
                Total assets                   1,704,157      1,248,470
                                              ==========     ==========

           LIABILITIES AND STOCKHOLDERS'
            DEFICIT:
           -------------------------------

             Accounts payable and accrued
              liabilities                    $   152,011        120,354
             Capital leases                       64,903         72,576
             Debt                              1,553,144        892,352
                                              ----------     ----------
                Total liabilities              1,770,058      1,085,282
                                              ----------     ----------
             Redeemable preferred
              securities of subsidiaries         454,192        420,171

             Stockholders' deficit:
              Common stock                           596            749
              Additional paid-in capital         570,033        533,541
              Accumulated deficit             (1,090,672)      (791,417)
              Accumulated other
               comprehensive income (loss)           (50)           144
                                              ----------     ----------
                Total stockholders' deficit     (520,093)      (256,983)
                                              ----------     ----------

                     Total liabilities and
                      stockholders' deficit  $ 1,704,157      1,248,470
                                              ==========     ==========