PAGE   1         EXHIBIT 10.5
<PAGE>


THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS  OF  ANY  STATE  OF  THE UNITED STATES. SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF  SUCH REGISTRATION OTHER THAN PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.


                                       Name


                              COMMON STOCK WARRANT


                            Void after April 10, 2005


Warrant  No.  Certificate
                                                                  April 10, 2000


     This certifies that, for value received,  Name  or its permitted assigns is
entitled,  subject  to  the terms and conditions set forth herein (including the
exercise  conditions of Section 2), to purchase from ICG Communications, Inc., a
Delaware  corporation,  up  to  No  fully  paid  and  nonassessable  shares (the
"Shares")  of  Common  Stock (as defined herein) at the exercise price of $34.00
per  share  (the  "Exercise Price").  The Exercise Price and number of Shares is
subject  to  adjustment as provided in this Warrant.  The term "Warrant" as used
herein  shall include this Warrant and any warrants delivered in substitution or
exchange  therefor  as  provided  herein.

     Section  1.     Definitions.

     As  used in this Warrant, the following terms, unless the context otherwise
requires,  have  the  following  meanings:

     (a)     "Business  Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday  that  is not a day on which banking institutions in the City of New York
are  authorized  or  obligated  by  law  or  executive  order  to  be  closed.

     (b)     "Capital  Stock"  or  "capital  stock"  means,  with respect to any
Person,  any  and  all  shares,  interests,  participations, rights in, or other
equivalents  (however  designated  and whether voting and/or non-voting) of such
Person's capital stock, whether outstanding on the date of the Warrant or issued
after  the  date of the Warrant, and any and all rights (other than any evidence
of indebtedness) or warrants exercisable or exchangeable for or convertible into
such  capital  stock.

     (c)     "Certificate  of  Designation" means the Certificate of Designation
of  the  Powers,  Preferences  and  Relative,  Participating, Optional and Other
Special Rights, Qualifications, Limitations and Restrictions thereof relating to
the  Series  A-1  Preferred  Stock,  Series  A-2  Preferred Stock and Series A-3
Preferred  Stock.


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     (d)     "Common  Stock"  means  shares  of  the Company's common stock, par
value $0.01 per share, and capital stock of any other class or series into which
the  Common  Stock  may  hereafter  be  changed.

     (e)     "Company"  means ICG Communications, Inc. and any Person that shall
succeed  to  or  assume  the  obligations  of  the  Company  under this Warrant.

     (f)      "Person"  means  any individual, partnership, corporation, limited
liability  company,  joint  venture,  association,  joint-stock  company, trust,
unincorporated  organization,  government  or  agency  or  political subdivision
thereof,  or  other  entity.

     (g)     "Series  A  Preferred  Stock" means the Series A-1 Preferred Stock,
the  Series  A-2  Preferred  Stock  and  the  Series  A-3  Preferred  Stock.

     (h)     Series  A-1  Preferred  Stock"  means the 8% Series A-1 Convertible
Preferred  Stock due 2015, initial liquidation preference $10,000 per share, par
value  $0.01  per  share,  of  the  Company.

     (i)     "Series  A-2  Preferred  Stock" means the 8% Series A-2 Convertible
Preferred  Stock due 2015, initial liquidation preference $10,000 per share, par
value  $0.01  per  share,  of  the  Company.

     (j)     "Series  A-3  Preferred  Stock" means the 8% Series A-3 Convertible
Preferred  Stock due 2015, initial liquidation preference $10,000 per share, par
value  $0.01  per  share,  of  the  Company.

     (k)      "Warrantholder",  "holder  of Warrant", "holder", or similar terms
refers  to  the  holder  of  this  Warrant.

     Section  2.     Exercise  Provisions.

     (a)     Exercisability.

     The  holder  of  this  Warrant  may  exercise it in whole or in part to the
extent  then  exercisable  by  surrender  of  this  Warrant,  with  the  form of
subscription  at  the  end  of  this Warrant duly executed by the holder, to the
Company  at  its  principal  office  (or  to  the office of the Warrant Agent as
contemplated  in Section 6(b), if applicable), accompanied by payment, in lawful
money  of  the United States, of the amount obtained by multiplying the Exercise
Price  (as  adjusted from time to time pursuant to the terms of this Warrant) by
the  number  of shares of Common Stock designated in such completed subscription
form.  This  Warrant shall be deemed to have been exercised immediately prior to
the close of business on the day of surrender of such Warrant, and the person or
persons  entitled  to  receive  shares of Common Stock issuable upon exercise of
this  Warrant  shall be treated for all purposes as the record holder or holders
of  such  shares  of  Common  Stock  at  such  time.

     (b)     Payment  of  Exercise  Price.

          Payment  shall  be  made  by  check  payable  to  the  Company.


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     (c)     Net  Issue  Exercise.

     Notwithstanding  any  provisions herein to the contrary, if the fair market
value  (as  defined  below)  of  one  share  of Common Stock is greater than the
Exercise  Price (on the date of exercise of this Warrant), in lieu of exercising
this  Warrant  in  exchange  for cash, the holder may elect to exercise all or a
portion  of  this  Warrant  by  canceling  all  or a portion of this Warrant and
receiving  in  exchange  therefor  shares  of Common Stock (as determined below)
equal  to  the  value of this Warrant, or the portion thereof being canceled, by
surrender  of this Warrant at the principal office of the Company (or the office
of  the Warrant Agent contemplated by Section 6(b), if applicable) together with
a  duly executed form of subscription, in which event the Company shall issue to
the  holder  a  number  of  shares  of Common Stock computed using the following
formula:

                                    X=Y(A-B)
                                        A

                   Where     X  =     the  number  of  shares  of  Common Stock
                                      to be issued to the holder
                             Y  =     the number of shares of Common Stock
                                      purchasable under the Warrant or,
                                      if  only  a portion of the Warrant
                                      is being exercised, under the portion of
                                      the  Warrant  being  exercised
                                      (on  the  date  of  exercise)
                             A =      the fair market value of one share of the
                                      Common Stock (on the date of  exercise)
                             B  =     the  Exercise  Price  (as  adjusted  to
                                      the  date  of  exercise)

For  purposes  of  the  above  calculation,  "fair market value" of one share of
Common  Stock  shall  be  determined by the Company's Board of Directors in good
faith;  provided,  however, where a public market exists for the Common Stock at
the  time of such exercise, the "fair market value", per share shall be equal to
the  average for the five (5) trading days prior to the date of such exercise of
the  average  of  the closing bid and asked prices of the Common Stock quoted in
the  Over-The-Counter  Market  Summary  or  the  last reported sale price of the
Common  Stock  quoted  on  the  Nasdaq  National  Market System or the principal
exchange  on  which the Common Stock is then listed, whichever is applicable, as
published  in  The  Wall  Street  Journal.


     (d)     Restrictions  on  Exercise.

     This Warrant is exercisable at any time and from time to time from the date
hereof,  provided  this  Warrant  has  not  terminated  pursuant  to Section 10.


                                    PAGE   4
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     Section  3.     Delivery  of  Stock  Certificates.

     As  soon  as  possible  after  full  or partial exercise of this Warrant in
accordance  with  the  terms  hereof and in any event within ten (10) days after
such  exercise, the Company, at its expense, will cause to be issued in the name
of  and  delivered  to the holder of this Warrant, a certificate or certificates
for  the  number of fully paid and nonassessable shares of Common Stock to which
that  holder  shall  be  entitled  upon  such  exercise.  In the event that this
Warrant  is  exercised in part, the Company at its expense will also execute and
deliver  a  new  Warrant  of like tenor exercisable for the number of Shares for
which  this  Warrant  may  then  be  exercised.  No  fractional  shares or scrip
representing fractional shares will be issued upon exercise of this Warrant.  If
upon  any  exercise  of  this  Warrant  a fraction of a share would otherwise be
issuable,  the  Company will, in lieu of issuing such fraction of a share, round
down  to the nearest whole share if such fraction is an amount less than 0.5 and
round  up  to  the nearest whole share if such fraction is an amount equal to or
greater than 0.5 and shall issue the appropriate number of full shares of Common
Stock  that  shall  be  issuable  upon  exercise  of  this  Warrant.

     Section  4.     Adjustment  Provisions.

     The  Exercise  Price  shall be adjusted from time to time by the Company as
follows:

     (a)     If  the  Company  shall  hereafter  pay  a  dividend  or  make  a
distribution  to all holders of the outstanding shares of Common Stock in shares
of  Common Stock, the Exercise Price in effect at the opening of business on the
date  following the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Exercise  Price  by  a  fraction  the  numerator of which shall be the number of
shares  of Common Stock outstanding at the close of business on the Common Stock
Record  Date  (as  defined in Section 4(f)) fixed for such determination and the
denominator  of  which  shall  be the sum of such number of shares and the total
number  of  shares  constituting  such  dividend  or  other  distribution,  such
reduction  to  become effective immediately after the opening of business on the
day  following  the Common Stock Record Date. If any dividend or distribution of
the type described in this Section 4(a) is declared but not so paid or made, the
Exercise Price shall again be adjusted to the Exercise Price which would then be
in  effect  if  such  dividend  or  distribution  had  not  been  declared.

     (b)
     (i)     In  case  the  Company  shall  issue  or  sell any Common Stock, or
securities  convertible into or exercisable or exchangeable for shares of Common
Stock (other than Common Stock, or securities convertible into or exercisable or
exchangeable  for  shares  of Common Stock, issued (A) pursuant to the Company's
existing  or  future  stock  option  plans  or pursuant to any other existing or
future  Common  Stock-related  director  or  employee  compensation  plan  or
arrangement  of  the  Company approved by the Board of Directors (provided that,
with respect to any stock option or other right granted after April 7, 2000, the
per share exercise price of such option or right is equal to or greater than the
per  share  Closing Price of the Common Stock on the date of the grant thereof),
(B)  as  consideration  for the acquisition of a business or of assets (provided
that

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the  fair market value of such business or assets, as determined by the Board of
Directors  in  good  faith,  is  equal  to or greater than the aggregate Current
Market  Price  of  the  Common  Stock  to  be  issued  as consideration for such
acquisition,  in  each  case  determined  at  the time the Company enters into a
binding  agreement  with respect to such acquisition),  (C) pursuant to warrants
outstanding  on the date hereof, (D) upon the conversion of any shares of Series
A  Preferred  Stock pursuant to Section 12(a) of the Certificate of Designation,
(E)  upon  the  automatic  conversion of shares of Series A-1 Preferred Stock or
Series  A-2  Preferred  Stock  pursuant  to  Section 12(i) of the Certificate of
Designation,  or (F) upon exercise or conversion of any security the issuance of
which  caused an adjustment under the provisions hereof or the issuance of which
did  not  require  adjustments hereunder), for a consideration per share (or, in
the  case  of  convertible  or  exchangeable  securities  having a conversion or
exercise  price per share of Common Stock) less than the Current Market Price of
the  Common  Stock  on  the  date of such issuance, the Exercise Price in effect
immediately  prior  to  such  issuance  or sale shall be reduced effective as of
immediately  following  such issuance or sale by multiplying such Exercise Price
by  a fraction, (1) the numerator of which shall be the sum of (x) the number of
shares  of  Common  Stock outstanding immediately prior to such issuance or sale
and  (y)  the number of shares of Common Stock which the aggregate consideration
receivable  by  the  Company for the total number of additional shares of Common
Stock  so issued or sold (or issuable on conversion, exercise or exchange) would
purchase  at  the  Current  Market  Price  in  effect  immediately prior to such
issuance or sale and (2) the denominator of which shall be the sum of the number
of shares of Common Stock outstanding immediately prior to such issuance or sale
and the number of additional shares of Common Stock to be issued or sold (or, in
the  case  of  convertible  or  exchangeable securities, issuable on conversion,
exercise  or  exchange).

     (ii)     If  the  Company  shall  offer  or issue rights or warrants to all
holders  of  its  outstanding shares of Common Stock entitling them to subscribe
for  or  purchase  shares  of  Common  Stock  at a price per share less than the
Current  Market  Price  (as  defined in Section 4(f)) on the Common Stock Record
Date fixed for the determination of shareholders entitled to receive such rights
or  warrants,  the Exercise Price shall be adjusted so that the same shall equal
the  price determined by multiplying the Exercise Price in effect at the opening
of  business  on  the  date after such Common Stock Record Date by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding at
the  close of business on the Common Stock Record Date plus the number of shares
of Common Stock which the aggregate offering price of the total number of shares
of  Common  Stock  subject  to  such  rights  or warrants would purchase at such
Current  Market Price and of which the denominator shall be the number of shares
of  Common Stock outstanding at the close of business on the Common Stock Record
Date  plus the total number of additional shares of Common Stock subject to such
rights  or  warrants for subscription or purchase.  Such adjustment shall become
effective  immediately  after  the  opening of business on the day following the
Common  Stock  Record  Date  fixed for determination of shareholders entitled to
purchase  or  receive  such  rights  or  warrants.  To the extent that shares of
Common  Stock  are  not  delivered pursuant to such rights or warrants, upon the
expiration  or  termination  of such rights or warrants the Exercise Price shall
again be adjusted to be the Exercise Price which would then be in effect had the
adjustments  made  upon  the  issuance  of  such  rights  or  warrants been made

                                    PAGE   6
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on  the  basis of delivery of only the number of shares of Common Stock actually
delivered.  If  such  rights  or  warrants are not so issued, the Exercise Price
shall  again  be adjusted to be the Exercise Price which would then be in effect
if  such  date  fixed  for the determination of shareholders entitled to receive
such  rights  or warrants had not been fixed.  In determining whether any rights
or  warrants  entitle  the holders to subscribe for or purchase shares of Common
Stock  at  less than such Current Market Price, and in determining the aggregate
offering price of such shares of Common Stock, there shall be taken into account
(x)  any  consideration  received for such rights or warrants, with the value of
such  consideration  and  the  amount of such exercise or subscription price, if
other  than  cash, to be determined by the Board of Directors and (y) the amount
of any exercise price or subscription price required to be paid upon exercise of
such  warrants  or  rights.

     (c)               If  the  outstanding  shares  of  Common  Stock  shall be
subdivided  into  a greater number of shares of Common Stock, the Exercise Price
in  effect  at  the  opening of business on the day following the day upon which
such  subdivision  becomes  effective  shall  be  proportionately  reduced, and,
conversely,  if  the outstanding shares of Common Stock shall be combined into a
smaller  number  of  shares of Common Stock, the Exercise Price in effect at the
opening of business on the day following the day upon which such     combination
becomes  effective  shall  be  proportionately  increased,  such  reduction  or
increase,  as the case may be, to become effective immediately after the opening
of  business  on  the  day  following  the  day  upon  which such subdivision or
combination  becomes  effective.

     (d)
     (i)     If  the  Company shall, by dividend or otherwise, distribute to all
holders  of its shares of Common Stock any class of capital stock of the Company
(other  than  any  dividends  or distributions to which Section 4(a) applies) or
evidences  of  its indebtedness, cash or other assets (including securities, but
excluding  any  rights or warrants of a type referred to in Section 4(b)(ii) and
dividends  and  distributions paid exclusively in cash and excluding any capital
stock,  evidences  of  indebtedness, cash or assets distributed upon a merger or
consolidation  to which Section 4(k) applies) (the foregoing hereinafter in this
Section  4(d) called the "Distributed Securities"), then, in each such case, the
Exercise  Price  shall  be  reduced so that the same shall be equal to the price
determined  by multiplying the Exercise Price in effect immediately prior to the
close  of  business on the Common Stock Record Date (as defined in Section 4(f))
with  respect to such distribution by a fraction of which the numerator shall be
the  Current  Market Price (determined as provided in Section 4(f)) on such date
less  the fair market value (as determined by the Board of Directors, whose good
faith  determination  shall  be  conclusive and described in a resolution of the
Board of Directors) on such date of the portion of the Distributed Securities so
distributed applicable to one share of Common Stock and the denominator shall be
such  Current Market Price, such reduction to become effective immediately prior
to  the  opening  of business on the day following the Common Stock Record Date;
provided,  however,  that,  in  the  event  the  then  fair  market value (as so
determined)  of  the  portion  of  the  Distributed  Securities  so  distributed
applicable  to one share of Common Stock is equal to or greater than the Current
Market  Price  on  the  Common  Stock  Record  Date,  in  lieu  of the foregoing
adjustment,  adequate provision shall be made so that a Warrantholder shall have
the  right  to  receive  upon  exercise  of  this  Warrant  (or  any

                                    PAGE   7
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portion  thereof)  the  amount  of Distributed Securities such holder would have
received had such holder exercised this Warrant (or portion thereof) immediately
prior  to such Common Stock Record Date. If such dividend or distribution is not
so  paid  or made, the Exercise Price shall again be adjusted to be the Exercise
Price  which  would  then  be in effect if such dividend or distribution had not
been declared. If the Board of Directors determines the fair market value of any
distribution  for  purposes  of  this Section 4(d) by reference to the actual or
when  issued  trading market for any securities constituting all or part of such
distribution,  it  must  in doing so consider the prices in such market over the
same period used in computing the Current Market Price pursuant to Section 4(f))
to  the  extent  possible.

     (ii)     Rights  or  warrants  distributed by the Company to all holders of
shares  of  Common  Stock  entitling  the  holders  thereof  to subscribe for or
purchase  shares  of  the  Company's  capital  stock  (either initially or under
certain  circumstances),  which  rights  or  warrants, until the occurrence of a
specified  event  or  events  ("Dilution  Trigger  Event"): (A) are deemed to be
transferred  with  such shares of Common Stock; (B) are not exercisable; and (C)
are  also issued in respect of future issuances of shares of Common Stock, shall
be deemed not to have been distributed for purposes of this Section 4(d) (and no
adjustment  to  the  Exercise  Price  under this Section 4(d) shall be required)
until  the  occurrence  of  the  earliest Dilution Trigger Event, whereupon such
rights  and warrants shall be deemed to have been distributed and an appropriate
adjustment  to  the Exercise Price under this Section 4(d) shall be made. If any
such  rights  or  warrants,  including  any  such  existing  rights  or warrants
distributed  prior  to  the  first  issuance  of  the  Warrants,  are subject to
subsequent  events, upon the occurrence of each of which such rights or warrants
shall  become  exercisable  to purchase securities, evidences of indebtedness or
other  assets, then the occurrence of each such event shall be deemed to be such
date  of  issuance and record date with respect to new rights or warrants (and a
termination  or  expiration of the existing rights or warrants, without exercise
by the holder thereof). In addition, in the event of any distribution (or deemed
distribution)  of rights or warrants, or any Dilution Trigger Event with respect
thereto,  that was counted for purposes of calculating a distribution amount for
which  an adjustment to the Exercise Price under this Section 4(d) was made, (1)
in the case of any such rights or warrants which shall all have been redeemed or
repurchased without exercise by any holders thereof, the Exercise Price shall be
readjusted  upon  such  final  redemption  or  repurchase to give effect to such
distribution  or Dilution Trigger Event, as the case may be, as though it were a
cash  distribution  to which this Section 4(d) were applicable, equal to the per
share  redemption  or repurchase price received by a holder or holders of shares
of  Common  Stock  with respect to such rights or warrants (assuming such holder
had  retained  such rights or warrants), made to all holders of shares of Common
Stock  as  of  the date of such redemption or repurchase, and (2) in the case of
such  rights  or  warrants  which  shall have expired or been terminated without
exercise  by  any  holders thereof, the Exercise Price shall be readjusted as if
such  rights  and  warrants  had  not  been  issued.

     (iii)     Notwithstanding  any  other provision of this Section 4(d) to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash or
other  assets (including, without limitation, any rights distributed pursuant to
any  shareholder  rights  plan) shall be deemed not to have been distributed for
purposes  of  this  Section  4(d)  if  the

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Company  makes  proper  provision  so  that  a  Warrantholder who exercises this
Warrant  (or  any  portion  thereof)  after  the date fixed for determination of
shareholders  entitled to receive such distribution shall be entitled to receive
upon such exercise, in addition to the shares of Common Stock issuable upon such
exercise,  the  amount  and  kind  of such distributions that such Warrantholder
would have been entitled to receive if such holder had immediately prior to such
determination  date,  exercised  this  Warrant.

     (iv)     For  purposes of this Section 4(d) and Sections 4(a) and 4(b), any
dividend  or  distribution  to  which  this Section 4(d) is applicable that also
includes  shares  of  Common  Stock,  or  rights or warrants to subscribe for or
purchase shares of Common Stock to which 4(b) applies (or both), shall be deemed
instead  to  be (A) a dividend or distribution of the evidences of indebtedness,
assets,  shares  of  capital stock, rights or warrants other than such shares of
Common  Stock  or  rights  or  warrants  to  which Section 4(b) applies (and any
Exercise  Price  reduction  required  by  this Section 4(d) with respect to such
dividend  or  distribution  shall  then  be  made) immediately followed by (B) a
dividend  or  distribution  of  such  shares  of  Common Stock or such rights or
warrants  (and any further Exercise Price reduction required by Sections 4(a) or
4(b)  with  respect to such dividend or distribution shall then be made), except
that  (1) the Common Stock Record Date of such dividend or distribution shall be
substituted as "the date fixed for the determination of shareholders entitled to
receive  such  dividend  or  other  distribution", "the Common Stock Record Date
fixed  for  such  determination"  and  "the Common Stock Record Date" within the
meaning  of  Section  4(a)  and  as  "the  date  fixed  for the determination of
shareholders  entitled  to  receive  such rights or warrants", "the Common Stock
Record  Date fixed for the determination of the shareholders entitled to receive
such  rights  or  warrants"  and "such Common Stock Record Date" for purposes of
Section  4(b),  and  (2) any shares of Common Stock included in such dividend or
distribution  shall  not  be deemed "outstanding at the close of business on the
date  fixed  for  such  determination"  for  the  purposes  of  Section  4(a).

     (e)     If  a  tender  offer made by the Company or any of its subsidiaries
for  all  or  any                                          portion of the Common
Stock  expires  and  such  tender offer (as amended upon the expiration thereof)
requires the payment to shareholders (based on the acceptance (up to any maximum
specified in the terms of the tender offer) of Purchased Shares) of an aggregate
consideration  having  a  fair  market  value  (as  determined  by  the Board of
Directors, whose good faith determination shall be conclusive and described in a
resolution of the Board of Directors) that, combined together with the aggregate
of the cash plus the fair market value (as determined by the Board of Directors,
whose good faith determination shall be conclusive and described in a resolution
of  the  Board  of  Directors)  as  of  the  expiration of such tender offer, of
consideration  payable  in  respect of any other tender offers by the Company or
any  of  its  subsidiaries  for all or any portion of the shares of Common Stock
expiring  within the 12 months preceding the expiration of such tender offer and
in  respect  of which no adjustment pursuant to this Section 4(e) has been made,
exceeds  5%  of  the  net income of the Company reported for the 12 month period
ending  with  the  fiscal quarter next preceding such payment (the "12 Month Net
Income")  (determined  as of the last time (the "Expiration Time") tenders could
have  been made pursuant to such tender offer (as it may be amended)), then, and
in each such case, immediately prior to the opening of business on the day after
the  date  of  the Expiration Time, the Exercise Price shall be adjusted so that
the  same  shall equal the price determined by multiplying the Exercise Price in

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effect  immediately prior to the close of business on the date of the Expiration
Time  by  a  fraction  of  which  the numerator shall be the number of shares of
Common  Stock outstanding (including any tendered shares) at the Expiration Time
multiplied by the Current Market Price of a share of Common Stock on the trading
day  next succeeding the Expiration Time and the denominator shall be the sum of
(x)  the  fair  market  value  (determined  as  aforesaid)  of  the  aggregate
consideration payable to shareholders based on the acceptance (up to any maximum
specified  in  the terms of the tender offer) of all shares validly tendered and
not  withdrawn  as  of the Expiration Time (the shares deemed so accepted, up to
any  such  maximum,  being  referred  to  as the "Purchased Shares") and (y) the
product  of the number of shares of Common Stock outstanding (less any Purchased
Shares)  at  the  Expiration  Time and the Current Market Price of the shares of
Common  Stock  on  the  trading  day  next  succeeding the Expiration Time, such
reduction  (if  any)  to  become  effective  immediately prior to the opening of
business  on  the day following the Expiration Time. If the Company is obligated
to  purchase  shares  pursuant  to  any  such  tender  offer, but the Company is
permanently prevented by applicable law from effecting any such purchases or all
such  purchases  are rescinded, the Exercise Price shall again be adjusted to be
the  Exercise  Price  which would then be in effect if such tender offer had not
been  made.  If  the  application of this Section 4(e) to any tender offer would
result  in  an  increase  in the Exercise Price, no adjustment shall be made for
such  tender  offer  under  this  Section  4(e).

     (f)     For  purposes of this Section 4, the following terms shall have the
meaning  indicated:

     "Closing Price" with respect to any securities on any day means the closing
sale price as of 4:00 p.m. Eastern Time on such day or any earlier final closing
on  such  day  or,  if  no such sale takes place on such day, the average of the
reported  high  and  low  bid  prices  on  such  day, in each case on the Nasdaq
National  Market,  or  the  New  York Stock Exchange, as applicable, or, if such
security  is  not  listed  or  admitted  to  trading  on such national market or
exchange, on the national stock exchange or Commission recognized trading market
in  the  United States on which such security is quoted or listed or admitted to
trading,  or,  if  not  quoted  or listed or admitted to trading on any national
stock exchange or Commission recognized trading market in the United States, the
average  of the high and low bid prices of such security on the over-the-counter
market  on  the  day  in  question  as reported by the National Quotation Bureau
Incorporated  or  a  similar  generally accepted reporting service in the United
States,  or,  if  not  so available, in such manner as furnished by any New York
Stock  Exchange member firm selected from time to time by the Board of Directors
for that purpose, or a price determined in good faith by the Board of Directors,
whose  determination  shall  be  conclusive and described in a resolution of the
Board  of  Directors.

     "Common  Stock  Record  Date"  means,  with  respect  to  any  dividend,
distribution  or other transaction or event in which the holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common  Stock  (or other applicable security) is exchanged for or converted into
any  combination  of  cash,  securities  or  other  property, the date fixed for
determination of shareholders entitled to receive such cash, securities or other
property  (whether  such  date is fixed by the Board of Directors or by statute,
contract  or  otherwise).

                                    PAGE   10
<PAGE>


     "Current  Market  Price"  means the average of the daily Closing Prices per
share  of  Common Stock for the 10 consecutive trading days immediately prior to
the  date  in  question;  provided,  however,  that  (A)  if  the  "ex" date (as
hereinafter  defined)  for  any  event  (other than the issuance or distribution
requiring  such  computation)  that requires an adjustment to the Exercise Price
pursuant  to  Section  4(a),  4(b),  4(c),  4(d)  or  4(e) occurs during such 10
consecutive  trading  days,  the Closing Price for each trading day prior to the
"ex"  date  for  such  other event shall be adjusted by multiplying such Closing
Price  by  the  same  fraction  by which the Exercise Price is so required to be
adjusted  as  a  result  of such other event, (B) if the "ex" date for any event
(other  than  the  issuance  or  distribution  requiring  such computation) that
requires  an  adjustment  to  the Exercise Price pursuant to Section 4(a), 4(b),
4(c),  4(d)  or  4(e)  occurs  on  or  after  the  "ex" date for the issuance or
distribution  requiring  such  computation and prior to the day in question, the
Closing  Price  for  each  trading day on and after the "ex" date for such other
event  shall  be adjusted by multiplying such Closing Price by the reciprocal of
the  fraction  by  which  the  Exercise Price is so required to be adjusted as a
result  of  such  other  event  and  (C)  if  the  "ex" date for the issuance or
distribution  requiring  such computation is prior to the day in question, after
taking  into  account  any  adjustment required pursuant to clause (A) or (B) of
this  proviso, the Closing Price for each trading day on or after such "ex" date
shall  be  adjusted by adding thereto the amount of any cash and the fair market
value  (as  determined by the Board of Directors in a manner consistent with any
good  faith determination of such value for purposes of Section 4(d), whose good
faith  determination  shall  be  conclusive and described in a resolution of the
Board of Directors) of the evidences of indebtedness, shares of capital stock or
assets being distributed applicable to one share of Common Stock as of the close
of  business  on the day before such "ex" date.  For purposes of any computation
under  Section  4(e), the Current Market Price on any date shall be deemed to be
the  average  of the daily Closing Prices per share of Common Stock for such day
and  the  next two succeeding trading days; provided, however, that, if the "ex"
date for any event (other than the tender offer requiring such computation) that
requires  an  adjustment  to  the Exercise Price pursuant to Section 4(a), 4(b),
4(c),  4(d)  or  4(e)  occurs  on or after the Expiration Time for the tender or
exchange  offer requiring such computation and prior to the day in question, the
Closing  Price  for  each  trading day on and after the "ex" date for such other
event  shall  be adjusted by multiplying such Closing Price by the reciprocal of
the  fraction  by  which  the  Exercise Price is so required to be adjusted as a
result  of such other event.  For purposes of this paragraph, the term "ex" date
(1) when used with respect to any issuance or distribution, means the first date
on  which  the shares of Common Stock trade regular way on the relevant exchange
or  in the relevant market from which the Closing Price was obtained without the
right  to  receive  such issuance or distribution, (2) when used with respect to
any  subdivision  or combination of shares of Common Stock, means the first date
on  which  the  shares  of Common Stock trade regular way on such exchange or in
such  market  after  the  time  at which such subdivision or combination becomes
effective  and  (3) when used with respect to any tender or exchange offer means
the  first  date  on  which the shares of Common Stock trade regular way on such
exchange  or  in  such  market  after  the  Expiration  Time  of  such  offer.
Notwithstanding  the  foregoing, whenever successive adjustments to the Exercise
Price  are called for pursuant to this Section 4, such adjustments shall be made
to  the  Current  Market  Price  as  may  be  necessary  or

                                    PAGE   11
<PAGE>


appropriate  to  effectuate  the intent of this Section 4 and to avoid unjust or
inequitable  results,  as  determined  in  good faith by the Board of Directors.

     "Fair  Market  Value"  means  the  amount which a willing buyer would pay a
willing  seller  in  an  arm's-length  transaction.

     (g)     No  adjustment  in the Exercise Price shall be required unless such
adjustment  would  require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 4(g) are
not  required  to be made shall be carried forward and taken into account in any
subsequent  adjustment.  All  calculations under this Section 4 shall be made by
the  Company  and  shall be made to the nearest cent. No adjustment need be made
for  a  change  in  the  par  value  or  no  par  value  of  the  Common  Stock.

     (h)     Whenever  the  Exercise  Price  is adjusted as herein provided, the
Company  shall  promptly  file  with  the Warrant Agent an Officer's Certificate
setting  forth the Exercise Price after such adjustment and the number of shares
of Common Stock for which this Warrant will be exercisable after such adjustment
pursuant  to  Section  4(l)  and  setting  forth  a brief statement of the facts
requiring  such  adjustment.  Promptly  after  delivery of such certificate, the
Company  shall prepare a notice of such adjustment of the Exercise Price setting
forth  the adjusted Exercise Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Exercise Price to
each  Warrantholder  at  such holder's last address appearing on the register of
holders maintained for that purpose within 20 days of the effective date of such
adjustment.  Failure  to  deliver  such  notice shall not affect the legality or
validity  of  any  such  adjustment.

     (i)     In  any  case  in  which this Section 4 provides that an adjustment
shall  become  effective  immediately  after  a  Common Stock Record Date for an
event,  the  Company may defer until the occurrence of such event issuing to the
holder  of  any Warrant exercised after such Common Stock Record Date and before
the occurrence of such event the additional shares of Common Stock issuable upon
such  exercise by reason of the adjustment required by such event over and above
the  shares  of Common Stock issuable upon such exercise before giving effect to
such  adjustment.

     (j)     For  purposes  of  this  Section  4, the number of shares of Common
Stock  at  any time outstanding shall not include shares held in the treasury of
the  Company  or  by  any  of  its  subsidiaries.  The Company shall not pay any
dividend or make any distribution on shares of Common Stock held in the treasury
of  the  Company  or  by  any  of  its  subsidiaries.

     (k)     In  case of any consolidation of the Company with, or merger of the
Company  into, any other Person, or in case of any merger of another Person into
the  Company  (other than a merger that does not result in any reclassification,
conversion,  exchange  or  cancellation of outstanding shares of Common Stock of
the  Company),  or  in  case  of  any  sale,  conveyance  or  transfer of all or
substantially  all  the assets of the Company, the Warrantholders shall have the
right  thereafter,  during  the  period  such  Warrant  shall  be exercisable as
specified  in Section 2(d), to convert such Warrants into the kind and amount of
securities,  cash and other property receivable upon such consolidation, merger,
conveyance  or  transfer  by a holder of the number of shares of Common Stock of
the  Company  for  which  the  Warrants  might  have  been  exercised

                                    PAGE   12
<PAGE>


immediately  prior  to  such  consolidation,  merger,  conveyance  or  transfer,
assuming such holder of shares of Common Stock of the Company failed to exercise
his rights of election, if any, as to the kind or amount of securities, cash and
other  property  receivable  upon  such  consolidation,  merger,  conveyance  or
transfer  (provided  that,  if  the kind or amount of securities, cash and other
property  receivable  upon such consolidation, merger, conveyance or transfer is
not  the  same for each share of Common Stock of the Company in respect of which
such  rights  of  election  shall not have been exercised ("nonelecting share"),
then  for  the  purpose  of this Section 4(k) the kind and amount of securities,
cash  and  other property receivable upon such consolidation, merger, conveyance
or  transfer by each nonelecting share shall be deemed to be the kind and amount
so  receivable  per  share  by  a  plurality  of  the  nonelecting shares). Such
securities  shall  provide  for  adjustments which, for events subsequent to the
effective  date of the triggering event, shall be as nearly equivalent as may be
practicable  to  the  adjustments  provided  for in this Section 4(k). The above
provisions  of  this  Section  4(k)  shall  similarly  apply  to  successive
consolidations,  mergers,  conveyances  or  transfers.

     (l)     Upon  each  adjustment  of  the  Exercise  Price as a result of the
operation of this Section 4, this Warrant shall thereafter evidence the right to
purchase,  at the adjusted Exercise Price, that number of shares of Common Stock
obtained by multiplying the number of shares covered by this Warrant immediately
prior  to  this  adjustment by the Exercise Price in effect immediately prior to
such  adjustment  and  dividing the product so obtained by the Exercise Price in
effect  immediately  after  such  adjustment  of  the  Exercise  Price.

     (m)     In the event that a Warrantholder would be entitled to receive upon
exercise  hereof any Redeemable Capital Stock and the Company redeems, exchanges
or  otherwise  acquires  all  of  the  outstanding shares or other units of such
Redeemable Capital Stock (such event being a "Redemption Event"), then, from and
after  the  effective  date of such Redemption Event, the Warrantholder shall be
entitled to receive upon exercise, in lieu of shares or units of such Redeemable
Capital  Stock,  the kind and amount of shares of stock and other securities and
property  receivable  upon  the  Redemption  Event  by a holder of the number of
shares  or  units  of such Redeemable Capital Stock for which this Warrant could
have  been  exercised immediately prior to the effective date of such Redemption
Event  (assuming,  to the extent applicable, that such holder failed to exercise
any  rights  of  election with respect thereto and received per share or unit of
such  Redeemable Capital Stock the kind and amount of stock and other securities
and  property  received  per  share  or  unit by a plurality of the non-electing
shares  or  units  of  such  Redeemable  Capital Stock), and (from and after the
effective  date  of such Redemption Event) the Warrantholder shall have no other
purchase  rights  under  this  Warrant  with  respect to such Redeemable Capital
Stock.  For  purposes  of  this  Section 4(m) "Redeemable Capital Stock" means a
class  or  series  of  capital stock of the Company that provides by its terms a
right in favor of the Company to call, redeem, exchange or otherwise acquire all
of  the  outstanding  shares  or  units  of  such  class  or  series.

     Section  5.     Notice  of  Certain  Events.

     In  case:

     (a)     the Company shall declare a dividend (or any other distribution) on
its  Common  Stock  payable otherwise than in cash out of its earned surplus; or


                                    PAGE   13
<PAGE>


     (b)     the  Company  shall  authorize  the  granting to all holders of its
shares  of  Common  Stock of rights or warrants to subscribe for or purchase any
shares  of  capital  stock  of  any  class  or  of  any  other  rights;  or

     (c)     of  any  reclassification  of  the  Common  Stock  (other  than  a
subdivision or combination of the Company's outstanding shares of Common Stock),
or  of any consolidation or merger to which the Company is a party and for which
approval of any shareholders of the Company is required, or the sale, conveyance
or  transfer  of  all  or  substantially  all  the  assets  of  the  Company;

     (d)     of  the  voluntary  or  involuntary  dissolution,  liquidation  or
winding-up  of  the  Company;  or

     (e)     of  the  taking  of  any  other  action  referred  to in Section 4;

then  the  Company  shall cause to be mailed to all Warrantholders at their last
addresses as they shall appear on the books of the Company, at least 20 Business
Days  (or  10  Business  Days  in any case specified in clause (a) or (b) above)
prior  to  the  applicable  date hereinafter specified, a notice stating (x) the
date  on  which  a  record  is  to  be  taken  for the purpose of such dividend,
distribution,  rights  or warrants, or, if a record is not to be taken, the date
as  of  which  the holders of shares of Common Stock of record to be entitled to
such  dividend, distribution, rights or warrants are to be determined or (y) the
date  on  which  such  reclassification,  consolidation, merger, sale, transfer,
dissolution,  liquidation or winding-up is expected to become effective, and the
date as of which it is expected that holders of shares of Common Stock of record
shall  be entitled to exchange their shares of Common Stock for securities, cash
or other property deliverable upon such reclassification, consolidation, merger,
sale,  transfer,  dissolution,  liquidation  or winding-up.  Failure to give the
notice  required  by  this  Section 5 or any defect therein shall not affect the
legality  or  validity  of  any  dividend,  distribution,  right,  warrant,
reclassification,  consolidation,  merger,  sale,  transfer,  dissolution,
liquidation  or  winding-up,  or  the  vote  upon  any  such  action.

     Section  6.     Transfer  of  Warrants.

     (a)     Warrant  Register.

     The  Company  shall maintain a register (the "Warrant Register") containing
the names, addresses and facsimile numbers of the holder(s).  Any holder of this
Warrant  or  any  portion thereof may change its address as shown on the Warrant
Register  by written notice to the Company requesting such a change.  Until this
Warrant is transferred on the Warrant Register, the Company may treat the holder
as  shown  on the Warrant Register as the absolute owner of this Warrant for all
purposes,  notwithstanding  any  notice  to  the  contrary.

     (b)     Warrant  Agent.

     The  Company may, by written notice to the holder, appoint an agent for the
purpose  of  maintaining the Warrant Register referred to in Section 6(a) above,
issuing  any  other  securities then issuable upon the exercise of this Warrant,
exchanging  this  Warrant,  replacing

                                    PAGE   14
<PAGE>


this Warrant or any or all of the foregoing.  Thereafter, any such registration,
issuance or replacement, as the case may be, shall be made at the office of such
agent.

     (c)     Transferability  and  Negotiability  of  Warrant.

     Title  to  this  Warrant  may  be transferred by endorsement (by the holder
executing  the  Assignment Form attached hereto) and delivery in the same manner
as  negotiable  instruments  transferable  by  endorsement  and  delivery.

     (d)     Exchange  of  Warrant  Upon  a  Transfer.

     On  surrender  of  this  Warrant  for  exchange,  properly  endorsed on the
Assignment  Form  and  subject to the provisions of this Warrant with respect to
compliance with the Securities Act, the Company at its expense shall issue to or
on  the order of the holder a new warrant or warrants of like tenor, in the name
of  the  holder  or  as  the holders (on payment by the holder of any applicable
transfer  taxes)  may direct, exercisable for the number of Shares issuable upon
the  exercise  hereof.

     Section  7.     Registration  Rights.

     If  the  holder  of  this  Warrant  is a party to, or an assignee of rights
under,  that  certain  Registration  Rights  Agreement, dated April 7, 2000 (the
"Registration  Rights  Agreement"), such holder shall be entitled to include any
shares of Common Stock or other securities received upon exercise of the Warrant
with  such  holder's  Registrable  Securities  (as  such  term is defined in the
Registration  Rights Agreement), on the terms and conditions as set forth in the
Registration  Rights  Agreement.

     Section  8.     Amendment  and  Waivers.

     No  amendment, modification or termination of this Warrant shall be binding
unless  executed in writing by the Company and the Warrantholder intending to be
bound  thereby.

     Section  9.     Waivers  and  Extensions.

     Any  provision  of  this Warrant may be amended, waived or modified only if
such  amendment,  waiver  or  modification is in writing, is signed by the party
intending  to be bound, and specifically refers to this Warrant.  Waivers may be
made  in  advance  or after the right waived has arisen or the breach or default
waived has occurred.  Any waiver may be conditional.  No waiver of any breach of
any  agreement  or  provision  herein  contained shall be deemed a waiver of any
preceding  or  succeeding breach thereof nor of any other agreement or provision
herein  contained.  No  waiver  or  extension  of  time  for  performance of any
obligations  or  acts  shall  be  deemed  a  waiver or extension of the time for
performance  of  any  other  obligations  or  acts.


                                    PAGE   15
<PAGE>


     Section  10.       Termination.

     The  right  to exercise this Warrant shall expire and shall be void at 5:00
p.m.,  New  York  City  time  on  April  10,  2005.

     Section  11.       Reservation  of  Stock.

     The Company covenants that it will at all times reserve and keep available,
solely for issuance upon exercise of this Warrant, all shares of Common Stock or
other  securities  from time to time issuable upon exercise of this Warrant and,
subject  to  any  existing contractual limitations, from time to time, will take
all  steps  necessary  to  amend  its  Certificate  of  Incorporation to provide
sufficient  reserves of shares of Common Stock or other securities issuable upon
exercise  of  this  Warrant.  The Company further covenants that all shares that
may  be  issued  upon  the  exercise  of  rights represented by this Warrant and
payment  of  the  Exercise  Price,  as  set forth herein, will be fully paid and
non-assessable  and  free  from  all  taxes, liens and charges in respect of the
issue  thereof.  The Company also agrees that its issuance of this Warrant shall
constitute  full  authority  to  its  officers  who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares  of  Common  Stock  upon  exercise  of  this  Warrant.

     Section  12.       Replacement.

     On  receipt of evidence reasonably satisfactory to the Company of the loss,
theft,  destruction,  or  mutilation  of  this Warrant and, in the case of loss,
theft, or destruction, on delivery of any indemnity agreement or bond reasonably
satisfactory in form and amount to the Company or, in the case of mutilation, on
surrender  and  cancellation  of  this  Warrant, the Company at its expense will
execute  and  deliver,  in  lieu  of  this Warrant, a new Warrant of like tenor.

     Section  13.       No  Rights  as  Stockholder.

     Except as provided in Section 2 or Section 4, no holder of this Warrant, as
such,  shall  be  entitled  to  vote  or  receive  dividends  or be considered a
stockholder  of  the Company for any purpose, nor shall anything in this Warrant
be  construed  to  confer on any holder of this Warrant as such, any rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate  action,  to  receive  notice  of  meeting of stockholders, to receive
dividends  or  subscription  rights  or  otherwise.

     Section  14.       Miscellaneous  Provisions.

     (a)     Governing  Law.

     This  Warrant  shall  be  governed  by, interpreted under, and construed in
accordance  with  the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.

     (b)     Notices.

                                    PAGE   16
<PAGE>


     All notices, demands, requests, consents, approvals or other communications
(collectively,  "Notices")  required or permitted to be given hereunder or which
are  given  with  respect  to  this  Warrant  shall  be  in writing and shall be
personally  served,  delivered  by  reputable  air  courier service with charges
prepaid,  or transmitted by hand delivery, telegram, telex or facsimile, to such
address  as  such  party  shall  have specified most recently by written notice.
Notice  shall  be  deemed  given  on  the  date  of  service  or transmission if
personally  served  or  transmitted  by  telegram,  telex  or facsimile.  Notice
otherwise sent as provided herein shall be deemed given on the next business day
following  delivery  of  such  notice  to  a  reputable  air  courier  service.

     (c)     Binding  Effect.

     The  provisions  of  this Warrant shall be binding upon the Company and its
successors  and  assigns.

     (d)     Remedies.

     In  the  event of a breach of this Warrant, the holder shall be entitled to
injunctive  relief and specific performance of its rights under this Warrant, in
addition  to  all  of  its rights granted by law, including, without limitation,
recovery  of  damages.  The  Company  agrees  that monetary damages would not be
adequate  compensation  for  any  loss  incurred  by  reason of a breach of this
Warrant  by  the  Company  and  hereby  waives  any  defense  in  any action for
injunctive  relief  or  specific  performance  that  a  remedy  at  law would be
adequate.

     (e)     Headings.

     Titles  and  headings  of sections of this Warrant are for convenience only
and  shall  not  affect  the  construction  of  any  provision  of this Warrant.


<PAGE>


     IN  WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
set  forth  above.

                 ICG  COMMUNICATIONS,  INC.

                 By: /s/ H. Don Teague
                     Name:  H.  Don  Teague
                     Title:  Executive  Vice  President


<PAGE>


                                SUBSCRIPTION FORM

                  (To be signed only upon exercise of Warrant)


To:  ICG  Communications,  Inc.
Attention:  Secretary

     1.     The  undersigned,  the  holder  of  the  attached  Warrant,  hereby
irrevocably  elects  to [exercise the purchase right represented by that Warrant
for, and to purchase under that Warrant, ___________1 shares of Common Stock and
herewith  tenders  any necessary payment of the purchase price in such number of
shares in full.] [to exercise [all][a portion] of the purchase right represented
by  that  Warrant by canceling the Warrant with respect to ___________ shares of
Common  Stock  in  exchange  for a number of shares of Common Stock equal to the
value  [as  determined  pursuant to the Warrant] as the [portion of the] Warrant
[being  canceled].

     2.     In  exercising  the  Warrant,  the  undersigned  hereby confirms and
acknowledges  that  the shares of  Common Stock or other securities to be issued
upon  exercise  thereof  are  being  acquired  solely  for  the  account  of the
undersigned  and  not as a nominee for any other party, and that the undersigned
will  not  sell, offer for sale, pledge, hypothecate or otherwise dispose of any
shares  of  Common  Stock,  except under circumstances that will not result in a
violation  of  the  Securities  Act of 1933, as amended, or any applicable state
securities  laws.

     3.     Please  issue  a  certificate(s)  representing said shares of Common
Stock  in the name of the undersigned or in the name of the transferee specified
below.

     4.     Please  issue  a new Warrant for the unexercised portion in the name
of  the  undersigned or in the name of the permitted transferee specified below.

     5.     Please  deliver  any  certificate(s)  or  Warrant  to  the following
address.

Name:___________________________
Address:_________________________
Attention:________________________



Dated:
                                         By:     _______________________________
                                                 Name

Footnote: Insert here the number of shares called for on the face of the Warrant
(or,  in  the  case  of partial exercise, the portion as to which the Warrant is
being  exercised), without making any adjustment for additional shares of Common
Stock or any other securities or property which, under the adjustment provisions
of  the  Warrant,  may  be  deliverable  upon  exercise.


<PAGE>


                                 ASSIGNMENT FORM


     FOR  VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the assignee named below all of the rights of
the  undersigned  under  this  Warrant,  with respect to the number of shares of
Common  Stock  set  forth  below:

                                                No.  of  Shares  of
    Name  and  Address  of  Assignee              Common  Stock





and  does  hereby  irrevocably  constitute  and  appoint _______________________
attorney-in-fact to register such transfer onto the books of ICG Communications,
Inc.  maintained  for  the  purpose,  with  full  power  of  substitution in the
premises.

Date:                                Print
                                     Name:

                                     Signature:

                                     Witness:



NOTICE:  The  signature  on  this  assignment  must  correspond with the name as
written  upon  the  face  of  the  within  Warrant  in every particular, without
alteration  or  enlargement  or  any  change  whatsoever.