PAGE   1       EXHIBIT 10.2
<PAGE>


     AMENDMENT,  dated  as  of  April  10,  2000  (the "Agreement"), between ICG
Communications, Inc., a Delaware corporation (the "Company"), and the Purchasers
whose  signatures  appear  below  (the  "Purchasers").

     WHEREAS,  reference  is  made  to  the Preferred Stock and Warrant Purchase
Agreement  dated  as  of  February  27,  2000 (the "Purchase Agreement"), by and
between  the  Company and the Purchasers.  Capitalized terms used herein but not
otherwise  defined  shall  be given the meaning ascribed to them in the Purchase
Agreement;

     WHEREAS,  pursuant  to  an  Assignment  of Rights Under Preferred Stock and
Warrant  Purchase  Agreement  dated as of March 8, 2000, HM4 ICG Qualified Fund,
LLC,  HM4  ICG  Private  Fund, LLC, HM PG-IV ICG, LLC, HM 4-SBS ICG Coinvestors,
LLC,  and  HM  4-EQ  ICG  Coinvestors  became parties to the Purchase Agreement;

     WHEREAS,  in  accordance  with  Section  8.6 of the Purchase Agreement, the
parties  hereto  desire  to amend the Purchase Agreement as more fully set forth
below  in order to reflect (1) the redesignation of the Series A Preferred Stock
into  Series  A-1 Preferred Stock (as defined below), Series A-2 Preferred Stock
(as  defined  below)  and Series A-3 Preferred Stock (as defined below), (2) the
increase  of  the initial Liquidation Preference per share of Series A Preferred
Stock  from  $1,000  to  $10,000  per share and the concomitant reduction in the
number  of  shares  of  Series A Preferred Stock being issued by the Company and
purchased  by  the  Purchasers  and  (3)  related  conforming  changes;

     NOW, THEREFORE, in consideration of the foregoing, and of the covenants and
agreements  contained  herein,  the  parties  hereby  agree  as  follows:

     1.     Amendment of Recitals.  The recitals of the Purchase Agreement shall
be  amended  by  deleting  the  first  "Whereas"  clause  in  its  entirety  and
substituting,  in  lieu  thereof,  the  following:

"WHEREAS,  the  Company  proposes, subject to the terms and conditions set forth
herein,  to  issue and sell to the Purchasers 50,000 shares of its 8% Series A-1
Convertible Preferred Stock due 2015, initial liquidation preference $10,000 per
share,  par  value  $0.01  per  share (the "Series A-1 Preferred Stock"), 23,000
shares  of  its  8%  Series  A-2  Convertible  Preferred Stock due 2015, initial
liquidation preference $10,000 per share, par value $0.01 per share (the "Series
A-2  Preferred  Stock")  and  2,000  shares  of  its  8%  Series A-3 Convertible
Preferred  Stock due 2015, initial liquidation preference $10,000 per share, par
value  $0.01  per  share (the "Series A-3 Preferred Stock" and together with the
Series  A-1  Preferred  Stock  and the Series A-2 Preferred Stock, the "Series A
Preferred  Stock");"

                                    PAGE   2
<PAGE>


     2.     Amendment  of  Definitions.  Section  (a)  of  Article  I  is hereby
amended by inserting or amending, as the case may be, the following definitions:

     ""Amending Agreement" means the Amendment dated as of April 10, 2000 by and
among  the Company and the other parties listed on the signature pages thereof."

     ""Equity  Documents"  means  this  Agreement,  the  Registration  Rights
Agreement, the Certificate of Designation, the Management Rights Agreements, the
Share  Exchange  Agreement,  the  Warrants  and  the  Amending  Agreement."

     ""HMTF  Issued  Series  A Preferred Shares" shall mean the shares of Series
A-2  Preferred  Stock  issued  to  members of the HMTF Group on the Closing Date
under  this  Agreement."

     ""Liberty Issued Series A Preferred Shares" shall mean the shares of Series
A-1  Preferred  Stock issued to members of the Liberty Group on the Closing Date
under  this  Agreement."

     ""Registration  Rights  Agreement"  means the Registration Rights Agreement
dated  as  of April 7, 2000, by and among the Company and the Purchasers, in the
form  attached  hereto  as  Exhibit  C."

     ""Series  A-1  Preferred  Stock"  has  the  meaning  set forth in the first
recital  to  this  Agreement."

     ""Series  A-2  Preferred  Stock"  has  the  meaning  set forth in the first
recital  to  this  Agreement."

     ""Series  A-3  Preferred  Stock"  has  the  meaning  set forth in the first
recital  to  this  Agreement."

     3.     Amendment  of Section 2.1.  The Purchase Agreement is hereby amended
by  deleting  "one  thousand  dollars  ($1,000)  per share" in the fifth line of
Section  2.1  and substituting, in lieu thereof, "ten thousand dollars ($10,000)
per  share."

     4.     Amendment  of  Section  5.2.

     (a)     The Purchase Agreement is hereby amended by deleting Section 5.2(a)
in  its  entirety  and  substituting,  in  lieu  thereof,  the  following:

"  For  so  long  as  the  members  of  the  HMTF Group in the aggregate own any
combination  of  shares  of  Common  Stock  and  Series  A-2  Preferred  Stock
representing  an  amount  of Common Stock (on an as-converted basis) that, taken
together,  equals at least 4,107,143 shares of Common Stock (as adjusted for any
stock dividends, splits and combinations and similar events affecting the Common
Stock from time to time), the holders of a majority of the then outstanding HMTF
Shares  shall  have  the  right  to  designate  one

                                    PAGE   3
<PAGE>


person  for  election  to  the Company's Board of Directors or, if greater, such
number of persons (rounded up to the next whole number) equal to 10% of the then
authorized  number  of  members  of  the Company's Board of Directors (each such
person  an  "HMTF  Director"); provided, however, that the right to designate an
HMTF  Director  under  this  Section 5.2 shall be suspended at any time that the
holders  of  the  Series A-2 Preferred Stock have the right to elect a person to
the  Board  of  Directors  under the terms of the Series A-2 Preferred Stock set
forth in the Certificate of Designation.  In the event the holders of a majority
of  the  then  outstanding  HMTF  Shares  are entitled under this Section 5.2 to
designate  an HMTF Director for election to the Company's Board of Directors and
so  designate  an HMTF Director, they shall so notify the Company in writing and
the  Company  shall  use  its best efforts (a) to cause the size of the Board of
Directors to be increased by one and the vacancy created thereby to be filled by
electing an HMTF Director and (b) in connection with the meeting of stockholders
of  the  Company  next  following such election, to cause an HMTF Director to be
nominated  for  election as a director by the stockholders and to cause the HMTF
Director  to be so elected. If the holders of a majority of the then outstanding
HMTF  Shares  are  entitled under this Section 5.2 to designate an HMTF Director
for  election  to  the Company's Board of Directors and a vacancy shall exist in
the  office  of  an  HMTF  Director,  the  holders  of  a  majority  of the then
outstanding HMTF Shares shall be entitled to designate a successor and the Board
of  Directors  shall use its best efforts to (x) elect such successor and (y) in
connection  with  the meeting of stockholders of the Company next following such
election,  cause  such successor to be nominated for election as director by the
stockholders  and  to  be  elected."

     (b)     The  Purchase  Agreement  is  hereby  amended  by  deleting Section
5.2(b)(i)  in  its  entirety  and  substituting, in lieu thereof, the following:

"  For  so  long  as  the  members of the Liberty Group in the aggregate own any
combination  of  shares  of  Common  Stock  and  Series  A-1  Preferred  Stock
representing  an  amount  of Common Stock (on an as-converted basis) that, taken
together,  equals at least 2,687,571 shares of Common Stock (as adjusted for any
stock dividends, splits and combinations and similar events affecting the Common
Stock from time to time), the members of the Liberty Group, voting together as a
single  class  by  a  plurality of the votes cast or by the written consent of a
majority in interest of such members, shall have a right to designate one person
for  election to the Company's Board of Directors or, if greater, such number of
persons  (rounded  up  to  the  next  whole  number)  equal  to  10% of the then
authorized  number  of  members  of  the  Company's  Board

                                    PAGE   4
<PAGE>


of  Directors  (each  such person a "Liberty Director"); provided, however, that
the  right  to  designate  a  Liberty  Director  under this Section 5.2 shall be
suspended  at  any  time that the holders of the Series A-1 Preferred Stock have
the  right  to  elect  a person to the Board of Directors under the terms of the
Series  A-1 Preferred Stock set forth in the Certificate of Designation.  In the
event  the  members  of the Liberty Group are entitled under this Section 5.2 to
designate  the Liberty Director for election to the Company's Board of Directors
and  elect  to so designate a Liberty Director, they shall so notify the Company
in  writing  and the Company shall use its best efforts (a) to cause the size of
the Board of Directors to be increased by one and the vacancy created thereby to
be  filled by electing a Liberty Director and (b) in connection with the meeting
of  stockholders of the Company next following such election, to cause a Liberty
Director  to  be  nominated  for election as director by the stockholders and to
cause the Liberty Director to be so elected. If the members of the Liberty Group
are entitled under this Section 5.2 to designate a Liberty Director for election
to the Company's Board of Directors and a vacancy shall exist in the office of a
Liberty  Director, the members of the Liberty Group, voting together as a single
class  by  a plurality of the votes cast or by the written consent of a majority
in  interest of such members, shall be entitled to designate a successor and the
Board  of  Directors  shall use its best efforts to (x) elect such successor and
(y) in connection with the meeting of stockholders of the Company next following
such  election, cause such successor to be nominated for election as director by
the  stockholders  and  to  be  elected."

     (c)     The  Purchase  Agreement  is  hereby  amended  by  deleting Section
5.2(b)(ii)  in  its  entirety  and substituting, in lieu thereof, the following:

"  For so long as the members of the Liberty Group own any combination of shares
of Common Stock and Series A-1 Preferred Shares representing an amount of Common
Stock  (on  an as-converted basis) that, taken together, equals 8,928,571 shares
of  Common  Stock  (as adjusted for any stock dividends, splits and combinations
and similar events affecting the Common Stock from time to time), the members of
the Liberty Group, voting together as a single class by a plurality of the votes
cast  or by the written consent of a majority in interest of such members, shall
have  a  right,  in  addition  to  the  rights set forth in clause (i) above, to
designate one additional person for election to the Company's Board of Directors
or,  if greater, such number of additional persons (rounded up to the next whole
number)  equal  to 10% of the then authorized number of members of the Company's
Board  of  Directors  (each  such  person  an  "Additional  Liberty  Director");
provided,  however,  that  the  right  to  designate  an  Additional

                                    PAGE   5
<PAGE>


Liberty  Director under this Section 5.2 shall be suspended at any time that the
holders  of  the  Series A-1 Preferred Stock have the right to elect a person to
the  Board  of  Directors  under the terms of the Series A-1 Preferred Stock set
forth  in  the  Certificate  of  Designation.  In  the  event the members of the
Liberty  Group  are  entitled  under this Section 5.2 to designate an Additional
Liberty  Director  for election to the Company's Board of Directors and elect to
so designate an Additional Liberty Director, they shall so notify the Company in
writing  and the Company shall use its best efforts (a) to cause the size of the
Board  of Directors to be increased by one and the vacancy created thereby to be
filled by electing an Additional Liberty Director and (b) in connection with the
meeting of stockholders of the Company next following such election, to cause an
Additional  Liberty  Director  to  be  nominated for election as director by the
stockholders  and  to  cause an Additional Liberty Director to be so elected. If
the  members  of  the  Liberty  Group  are  entitled  under  this Section 5.2 to
designate  an Additional Liberty Director for election to the Company's Board of
Directors  and  a  vacancy  shall  exist  in the office of an Additional Liberty
Director, the members of the Liberty Group, voting together as a single class by
a  plurality  of  the  votes  cast  or  by  the written consent of a majority in
interest  of  such  members,  shall be entitled to designate a successor and the
Board  of  Directors  shall use its best efforts to (x) elect such successor and
(y) in connection with the meeting of stockholders of the Company next following
such  election, cause such successor to be nominated for election as director by
the  stockholders  and  to  be  elected."

5.     Amendment  of  Section  5.16.  Section  5.16 of the Purchase Agreement is
hereby  amended  by deleting the third sentence in it entirety and substituting,
in  lieu  thereof,  the  following  sentence:

"  This proportional purchase right shall not apply to shares issued pursuant to
the  Share  Exchange Agreement, any rights or obligations referenced on Schedule
3.2,  any  shares  of  capital  stock  issued by the Company in lieu of any fees
payable  in connection with the Transaction to the Company's financial advisors,
any  shares  issued pursuant to any stock option plan or arrangement or employee
benefit plan or arrangement existing as of the date hereof or hereafter approved
by  the  Board  of Directors of the Company or the shares of Common Stock issued
from  time  to  time  upon  conversion  of  the Series A Preferred Stock or upon
exercise  of  the  Warrants."

     6.     Amendment  of  Schedule  I.  Schedule I to the Purchase Agreement is
hereby amended by deleting it in its entirety and substituting, in lieu thereof,
Schedule  I  attached  hereto.

                                    PAGE   6
<PAGE>


     7.     No  Other  Waivers.  Except as expressly provided in this Agreement,
each  of the terms and provisions of the Purchase Agreement shall remain in full
force  and  effect  in  accordance  with  its  terms.

     8.     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
taken  together  shall  constitute  one  and  the  same  instrument.

     9.     Governing  Law.  This  Agreement shall be governed by, and construed
in  accordance with, the laws of the State of New York (without giving effect to
principles  of  conflicts  of  law).

     10.     Headings.  The  headings  used  herein  are  for  convenience  of
reference only and shall not affect the construction of, nor shall they be taken
in  consideration  in  interpreting,  this  Agreement.

<PAGE>


     IN  WITNESS  WHEREOF, the undersigned have duly executed and delivered this
Amendment  as  of  the  date  first  written  above.


                  ICG  COMMUNICATIONS,  INC.
                  By:/s/ H. Don Teague
                     Name:  H.  Don  Teague
                     Title:  Executive  Vice  President


<PAGE>


                   HMTF  BRIDGE  ICG,  LLC
                   HM4  ICG  QUALIFIED  FUND,  LLC
                   HM4  ICG  PRIVATE  FUND,  LLC
                   HM  PG-IV  ICG,  LLC
                   HM  4-SBS  ICG  COINVESTORS,  LLC
                   HM  4-EQ  ICG  COINVESTORS,  LLC


                   By:/s/ David W. Knickel
                      Name: David W. Knickel
                      Title: Vice President

<PAGE>


                   LIBERTY  MEDIA  CORPORATION
                   By:/s/ Charles Y. Tanabe
                      Name: Charles Y. Tanabe
                      Title: Senior Vice President

<PAGE>


                   GLEACHER/ICG  INVESTORS,  LLC
                   By:/s/ Richard Trabulsi
                      Name: Richard Trabulsi
                      Title: Member


<PAGE>



<TABLE>
<CAPTION>



<S>                            <C>                        <C>                  <C>             <C>
                                             SCHEDULE I




                                Series  of                           Number
Purchasers. . . . . . . . . .   Preferred                         of Preferred       Number of    Purchase Price
                                 Stock                               Shares          Warrants      of the Shares

Liberty Media Corporation . .  Series A-1                              50,000       6,666,667  $  500,000,000
HMTF Bridge ICG, LLC. . . . .  Series A-2                              11,500       1,533,334  $  115,000,000
HM4 ICG Qualified Fund, LLC .  Series A-2                              10,464       1,395,253  $  104,644,000
HM4 ICG Private Fund, LLC . .  Series A-2                                  74           9,885  $      741,000
HM PG-IV ICG, LLC . . . . . .  Series A-2                                 557          74,281  $    5,571,000
HM 4-SBS ICG Coinvestors, LLC  Series A-2                                 251          33,412  $    2,506,000
HM 4-EQ ICG Coinvestors, LLC.  Series A-2                                 154          20,502  $    1,538,000
Gleacher/ICG Investors LLC. .  Series A-3                               2,000         266,666  $   20,000,000

</TABLE>