UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2003
|OR                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Commission File Number 1-11965)

ICG COMMUNICATIONS, INC.(Exact names of registrant as specified in its charter)

Delaware

84-1342022(State or other jurisdiction of
incorporation or organization)

(IRS Employer
Identification Number)


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

Registrant's
telephone numbers, including area codes:(888) 424-1144 or (303) 414-5000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value (8,000,000 shares deemed outstanding for financial reporting purposes, of which 7,839,338 shares
had actually been distributed to stockholders as
of February 27, 2004)(Title of class)

Warrants to purchase Common Stock (800,000 warrants outstanding for financial reporting purposes, of which 780,506 shares had actually been distributed to stockholders as of
February 27, 2004)(Title of class)

Indicate
by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o    No ý

As of March 30, 2004 the aggregate market value of ICG Communications, Inc. Common Stock held by non-affiliates (using the closing price of $5.55 on
March 30, 2004) was approximately $21,455,151. This amount does not include approximately 4,134,207 shares held by persons who beneficially owned five percent or more of the Company's
outstanding voting securities as of December 10, 2003 and were deemed to be affiliates.

Indicate
by check whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes ý    No o

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EXPLANATORY NOTE:

This
Annual Report on Form 10-K/A has been filed by the Registrant to amend Part III of the Annual Report on Form 10-K for the year ended
December 31, 2003 filed by the Registrant on March 15, 2004.

In
addition, pursuant to the rules of the Securities and Exchange Commission, the Registrant is including with this Annual Report on Form 10-K/A certain currently
dated certifications.

Except
as described above, the information contained in the Registrant's 2003 Form 10-K as originally filed with the Securities and Exchange Commission has not been
updated or amended.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

DIRECTORS AND OFFICERS OF ICG COMMUNICATIONS, INC.

Set forth below are the names and certain biographical information including present and past business experience, regarding our directors and officers as of
April 27, 2004:

|Name               |  | Age |  | Position       |  | Director Since
|------------------ |  | --- |  | -------------- |  | --------------
|William J. Connors |  | 33  |  | Director(1)(2) |  | 2002          
|Timothy Price      |  | 50  |  | Director(1)(2) |  | 2002          
|John A. Scarpati   |  | 52  |  | Director(3)    |  | 2002          
|Joseph R. Thornton |  | 42  |  | Director(1)(2) |  | 2002          

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William J. Connorshas served as our director since October 2002 and has been a member of our Boards' Audit and Compensation
Committees since joining. He is a Portfolio Manager for W. R. Huff Asset Management Co., L.L.C. and the Chief Investment Officer of WRH Partners Global Securities, LP. Mr. Connors has worked
with the Huff group since 1992. Mr. Connors is also a member of the Board of Directors of Impsat Fiber Networks, Inc. Mr. Connors received his undergraduate degree in Applied
Mathematics from Drew University and his MBA from Columbia University. Mr. Connors is a Chartered Financial Analyst. He joined our Board of Directors on October 10, 2002.

Timothy F. Pricehas served as our director since October 2002 and has been a member of our Board's Audit and Compensation
Committees since joining. He has also served as a managing member of Communications Advisory Group, L.L.C., a telecommunications consulting firm, since January 2001. Prior to joining
Communications Advisory Group, L.L.C., Mr. Price served as an adviser to several venture capital firms and investment banks. From 1984 to December 1999, Mr. Price served in
various capacities with MCI Inc. and its subsidiary, MCI Communications, a provider of business and residential communication services. His positions included President and Chief Operating
Officer of MCI Inc., and President and CEO of MCI WorldCom Communications. During his tenure with MCI, Mr. Price also served as PresidentBusiness Markets, where he led the
introduction of Network MCI Business and Proof Positive from MCI. Prior to this role, Mr. Price served as Senior Vice PresidentSales and held senior positions in MCI's paging and
cellular telephony business. Prior to joining MCI, Mr. Price served as Vice PresidentMarketing for Warner Amex Cable. In addition, Mr. Price has served on the Boards of
Directors of both MCI and WorldCom,
SHL Systemhouse, the National Alliance of Business, the Woodruff Foundation and the Corporate 100 of the John F. Kennedy Center for the Performing Arts. Mr. Price currently serves on the Board
of Directors of Anchor Glass Container Corporation, a manufacturer of glass containers, Vanguard Car Rental and Decision One, a provider of information technology support services. He also serves on
the Advisory Board of C&T Access Ventures.

John A. Scarpatijoined our Board of Directors on October 10, 2002, and has been Chairman of the Board's Audit and Compensation
Committees since joining. Mr. Scarpati served as Chief Administrative Officer of Global Crossing Ltd., a telecommunications services provider of voice, data, video and conferencing
products and services, from December 1999 to October 2000. Since leaving Global Crossing Ltd., Mr. Scarpati has been an independent consultant. From July 1998 to
December 1999, Mr. Scarpati served in various capacities with AT&T, a communications services provider of voice, video and data communications, including Vice President and Chief
Financial Officer for the AT&T Business Service Group and Senior Financial Officer for AT&T Local Network Services. From 1984 until 1998, Mr. Scarpati worked for Teleport Communications
Group, Inc. in several

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financial
roles including Senior Vice President and Chief Financial Officer. Mr. Scarpati also has served as Vice President (Manager of Acquisitions) at Merrill Lynch & Co., Inc.
Mr. Scarpati served as an executive officer of Global Crossing within two years prior to its filing of a petition for relief under the federal bankruptcy laws in January 2002.

Joseph R. Thorntonjoined our Board of Directors on October 10, 2002, and has been a member of the Board's Audit and Compensation
Committees since joining. Mr. Thornton is counsel to W. R. Huff Asset Management Co., L.L.C., an independent investment management firm that specializes in the management of corporate high
yield bonds, and has worked with the firm for more than ten years. Mr. Thornton received a BA degree (Economics), and JD and MBA degrees from the University of North Carolina at Chapel Hill.
Mr. Thornton has served on the Boards of Directors of e.spire Communications and Uniflex, Inc. and as an observer to the Board of Price Communications. Mr. Thornton is a Chartered
Financial Analyst. Mr. Thornton is also a member of the Board of Directors of Impsat Fiber Networks, Inc.

EXECUTIVE OFFICERS OF ICG COMMUNICATIONS, INC.

The current executive officers of the Company are as follows:

|Name                 |  | Age |  | Position                                                                        
|-------------------- |  | --- |  | --------------------------------------------------------------------------------
|Jeffrey R. Pearl     |  | 40  |  | Interim Chief Executive Officer and Executive Vice PresidentSales and Marketing
|Richard E. Fish, Jr. |  | 38  |  | Executive Vice President and Chief Financial Officer                            
|Michael D. Kallet    |  | 50  |  | Executive Vice PresidentOperations and Chief Technology Officer                
|Bernard L. Zuroff    |  | 48  |  | Executive Vice President, General Counsel and Secretary                         
|John V. Colgan       |  | 59  |  | Senior Vice PresidentFinance and Controller                                    

Jeffrey R. Pearljoined us in July 2003 as Executive Vice PresidentSales and Marketing, and was named interim Chief
Executive Officer in November 2003 following the departure of Mr. Randall E. Curran. Prior to joining us, Mr. Pearl held a variety of executive sales positions with Qwest
Communications, including Vice President of Sales where Mr. Pearl supervised a 1,500 person direct sales force from August 2000 to June 2003. Prior thereto, Mr. Pearl was
Regional Vice President from November 1998 to August 2000. Prior to Qwest, Mr. Pearl held sales positions at Frontier Communications and WorldCom, Inc.

Richard E. Fish, Jr.has served as our Executive Vice President and Chief Financial Officer since December 2000. Prior to this
position, Mr. Fish was our Vice President of Finance from September 1999 to May 2000 and became Senior Vice President of Finance thereafter until he was appointed our Chief
Financial Officer. Before joining us, Mr. Fish was DirectorAccess Management with AT&T Corporation from 1998 to 1999. AT&T acquired Teleport Communications Group, Inc. in
1998 where Mr. Fish was DirectorOperations since 1994. Prior thereto, Mr. Fish was a manager with Arthur Andersen & Co., where he spent approximately seven years.
Mr. Fish was serving as Senior Vice President of Finance at the time of our bankruptcy filing.

Michael D. Kallethas served as our Executive Vice PresidentOperations and Chief Technology Officer since July 1999.
Mr. Kallet was also General Manager and Chief Operations Officer of ICG NetAhead, Inc., one of our former subsidiaries, from February 1999 to June 1999. Prior thereto, he
was Senior Vice President of Products and Services of NETCOM On-Line Communication Services, Inc., one of our former subsidiaries since December 1995. Prior to joining NETCOM
On-Line Communication Services, Inc., Mr. Kallet held several positions in the technology industry, including positions at IBM, Computer Support Corporation, Walker
Interactive and Software Publishing

2

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Corporation
(Harvard Graphics). Mr. Kallet was serving as Executive Vice PresidentOperations and Chief Technology Officer at the time of our bankruptcy filing.

Bernard L. Zuroffhas served as our Executive Vice President, General Counsel and Secretary since October 2000. Prior to this
position, Mr. Zuroff was Assistant General Counsel and Corporate Attorney since July 1996. Before joining us, he had 11 years of experience as an attorney with Gorsuch Kirgis,
L.L.C., the Resolution Trust Company and Infotel, Inc. Mr. Zuroff was serving as Executive Vice President, General Counsel and Secretary at the time of our bankruptcy filing.

John V. Colganhas served as our Senior Vice PresidentFinance and Controller since July 1999. Since joining us in
April 1994, Mr. Colgan has held a number of positions including Vice President of Financial Planning and Analysis and Senior Vice President of Finance for ICG Telecom Group, Inc.
a subsidiary of the Company. Prior thereto Mr. Colgan held several executive positions in the transportation and logistics industry, including positions with TLN, Inc., MNX, Inc.
and Burlington Northern Motor Carriers, a subsidiary of Burlington Northern, Inc. Prior to joining Burlington Northern, Mr. Colgan was a senior manager at Arthur Andersen & Co.
where he spent approximately ten years. Mr. Colgan was serving as Senior Vice President of Finance and Controller at the time of our bankruptcy filing.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers to file with the Securities Exchange
Commission reports regarding their ownership and changes in ownership of our stock. We believe that during 2003 our directors and executive officers complied with all Section 16(a) filing
requirements. Further, we are not aware of any beneficial owner subject to the Section 16(a) filing requirements who failed to comply with such requirements.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to the Company's principal executive officer, principal accounting officer, and persons performing similar
functions, and to all of the Company's other employees and directors. A copy of the Company's code of ethics is available on our website, http://www.icgcomm.com.

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ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE OFFICER COMPENSATION

The following table provides certain summary information concerning compensation paid or accrued by us or our subsidiaries for the fiscal
years ended December 31, 2003, 2002 and 2001, respectively. Included is our former Chairman and Chief Executive Officer, our interim Chief Executive Officer, and the four other most highly
compensated executive officers (the "Named Officers"). We have not maintained any long-term incentive plans or pension plans, nor have we granted stock appreciation rights.

|                                                                                        |  |                |  | Annual Compensation     |  | Long-Term
Compensation |         |             |    
|--------------------------------------------------------------------------------------- |  | -------------- |  | ----------------------- |  | ---------------------- | ------- | ----------- | ---
|
|Randall E. Curran
Former Chief Executive Officer and Chairman of the Board of Directors |  | 2003
2002
2001 |  | 848,077
861,923
900,000 |  | 
700,000
900,000      | (4)(6)  | 

391,734 | (7)
|Jeffrey R. Pearl
Interim CEO and Executive Vice PresidentSales and Marketing           |  | 2003
2002
2001 |  | 132,692

             |  | 

                  |         | 

       |    
|Richard E. Fish, Jr.
Executive Vice PresidentChief Financial Officer                   |  | 2003
2002
2001 |  | 302,000
287,616
258,462 |  | 

241,000            | (8)     | 

       |    
|Michael D. Kallet
Executive Vice PresidentOperations and Chief Technology Officer      |  | 2003
2002
2001 |  | 400,000
380,577
350,000 |  | 
500,238
466,000      | (4)(10) | 

       |    
|Bernard L. Zuroff
Executive Vice PresidentGeneral Counsel                              |  | 2003
2002
2001 |  | 264,000
247,539
210,769 |  | 

118,000            | (14)    | 

       |    
|John V. Colgan
Senior Vice PresidentFinance and Controller                             |  | 2003
2002
2001 |  | 218,000
209,308
193,654 |  | 

133,792            | (15)    | 

       |    

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5

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STOCK OPTIONS

Option Grants In Fiscal Year 2003

Following is information regarding stock option grants made to our Named Officers, option exercises and option values for fiscal year 2003. We did not grant any
stock appreciation rights nor did we reprice any options.

|                                                                                                  |  | Individual Grants |     |       |   |  
|------------------------------------------------------------------------------------------------- |  | ----------------- | --- | ----- | - | -
|
|
|
|
|Randall E. Curran
Former Chief Executive Officer and Chairman of the Board of Directors           |  | 40,000            | (2) | 28.42 | % | $
|Jeffrey R. Pearl
Interim Chief Executive Officer and Executive Vice PresidentSales and Marketing |  | 25,000            | (3) | 17.76 | % | $
|Richard E. Fish, Jr.
Executive Vice PresidentChief Financial Officer                             |  |                  |     |      |   |  
|Michael D. Kallet
Executive Vice PresidentOperations and Chief Technology Officer                |  |                  |     |      |   |  
|Bernard L. Zuroff
Executive Vice PresidentGeneral Counsel                                        |  |                  |     |      |   |  
|John V. Colgan
Senior Vice PresidentFinance and Controller                                       |  |                  |     |      |   |  

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Aggregated Option Exercises in Fiscal Year 2003 and Option Values at December 31, 2003

The following table provides information as to the value of unexercised options at December 31, 2003 by each of the Named Officers. We granted no stock
appreciation rights during fiscal year 2003 to the Named Officers or to any other employees, and no Named Officers or anyone else acquired shares of our common stock through the exercise of options
during 2003.

|                     |  |   |  |   |  | Number of Securities Underlying Unexercised Options at Dec. 31, 2003 |  | Value of Unexercised In-the-Money Options at Dec. 31, 2003
|-------------------- |  | - |  | - |  | -------------------------------------------------------------------- |  | ----------------------------------------------------------
|
|
|Randall E. Curran    |  |  |  |  |  |                                                                     |  |                                                          
|Jeffrey R. Pearl     |  |  |  |  |  |                                                                     |  | 25,000                                                    
|Richard E. Fish, Jr. |  |  |  |  |  | 14,570                                                               |  | 29,144                                                    
|Michael D. Kallet    |  |  |  |  |  | 27,926                                                               |  | 55,859                                                    
|Bernard L. Zuroff    |  |  |  |  |  | 12,142                                                               |  | 24,286                                                    
|John V. Colgan       |  |  |  |  |  | 8,750                                                                |  | 17,500                                                    

ELECTION OF DIRECTORS

Our Board of Directors is divided into three separate classes of directors, designated Class I, Class II and Class III, respectively. At each
annual meeting of stockholders, the term of one class of directors expires and successors to such directors are elected to serve three-year terms. The terms of the Class I,
Class II and Class III directors expire at the 2006, 2004 and 2005 annual meetings of the stockholders, respectively.

Pursuant
to the Modified Plan and our Restated By-Laws, we are currently obligated to nominate for election (in connection with any meeting of or written consent solicited
from our stockholders called for the purpose of electing directors) two individuals designated by Cerberus, two individuals designated by Huff and the individual acting as our Chief Executive Officer.
The Chief Executive Officer is a Class I director, one designee of Cerberus and Huff, respectively, is a Class II director, and the other designee of Cerberus and Huff, respectively, is
a Class III director. The election of directors is decided by the vote of the holders of a majority of the outstanding shares of all classes of the Company's stock entitled to vote, present in
person or by proxy at the meeting, voting as a single class. In addition, Cerberus has the option to appoint one non-voting, non-participating observer to our Board of
Directors.

DIRECTOR COMPENSATION

The Company compensates its non-employee directors $1,000 for attendance at in-person meetings of the Board of Directors and an annual fee
of $26,000. Further, in February 2003, the Board approved a resolution authorizing the Company to pay a yearly fee of $25,000 to the chairman of both the Audit and Compensation Committees.
Non-employee directors are also eligible to receive grants of options under the ICG Communications, Inc. Directors' Stock Option Plan.

EXECUTIVE EMPLOYMENT AGREEMENTS

The Company and its subsidiaries have employment agreements with Richard E. Fish, Jr., Michael D. Kallet, Bernard L. Zuroff, and John V.
Colgan.

The
Company's employment agreements with Richard E. Fish, Jr., Michael D. Kallet, Bernard L. Zuroff, and John V. Colgan provide for base salaries and such other benefits as are generally
provided to senior executives, including reimbursement of reasonable out-of-pocket expenses incurred on behalf of the Company. These employment agreements may be terminated by
the Company with or without

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cause
or by the employee upon the occurrence of a constructive dismissal (as defined therein). If an agreement is terminated by the Company for any reason other than the employee's death, disability
or for cause, or if there is a constructive dismissal, the employee will receive an amount equal to twelve months' salary at the rate then in effect. Fifty percent will be paid in a lump sum within
15 days of termination and the remaining fifty percent is payable in twelve installments commencing 30 days after termination. If the employee obtains new employment within such
twelve-month period, the severance is subject to mitigation on a dollar for dollar basis. If the employee's employment is terminated in the case of death, his estate will receive an amount equal to
three months' base salary. Messrs. Fish, Kallet, Zuroff, and Colgan are subject to a ten-year confidentiality covenant and a one-year non-interference
commitment following termination of employment.

The
Company had an employment agreement with its former Chief Executive Officer, Randall E. Curran, which was terminated upon his departure from the Company in November 2003. In
accordance with the terms of that Agreement, Mr. Curran was paid severance in an amount equal to 15 months salary. See "Executive Officer Compensation" table.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our current executive officers has ever served as a member of the board of directors, or any committee thereof, of any other entity that has or has had
one or more executive officers serving as a member of our Board of Directors, or any committee thereof.

Our
Compensation Committee of our Board of Directors is comprised of our four non-employee directors: John A. Scarpati, who serves as Chairman, William J. Connors, Timothy F.
Price and Joseph R. Thornton. None of the individuals serving on the Compensation Committee during fiscal year 2003 was an officer or employee of us or our subsidiaries during the fiscal year 2003,
was an officer of us or our subsidiaries prior to the fiscal year 2003 or had any relationship that required disclosure under the caption "Certain Relationships and Related Transactions" contained
herein.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Our Compensation Committee's responsibilities include:



Annual
compensation for executives consists of base salary and performance-based bonuses. In general, the Company targets base salary levels for Company executives competitive with
executives in peer companies. Typically, the performance award is based upon the Company's attainment of certain annual EBITDA targets. Payments are made only if financial performance meets or exceeds
the threshold targets. The awards recognize and reward employees whose performance, contribution and skill
promote the achievement of the Company's long-term financial and business objectives, align the interests of employees and stockholders, improve our earnings, and attract, motivate and
retain employees. In fiscal year 2003, the targets were not met and no performance bonuses were awarded.

The
Company also employs long-term equity incentives in the form of stock options. Stock options align the interests of employees and stockholders because they only have
value if the stock price increases. The options have a term of ten years, are granted at the market price on the date of grant, and encourage employees' continued commitment to the Company's
performance. Further, the Committee believes that options help retain key employees because such options typically vest over a

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three-year
period and are forfeited if the employee leaves the Company prior to vesting. Certain members of senior management have received stock option grants as of the Effective Date.
See detailed information under the "Stock Option" heading.

The
Company also has employment agreements with certain of its executive officers that provide for various other benefits. See "Executive Employment Agreements" for descriptions of those
agreements. The Company's interim Chief Executive Officer, Mr. Jeffrey Pearl, does not have an employment agreement. Effective as of December 1, 2003, however, Mr. Pearl's annual
base salary was increased by 33% from $300,000 to $400,000. The Committee believes the increase was reasonable light of Mr. Pearl assuming the additional duties of the office.

The
Compensation Committee established the existing executive compensation program to encourage and reward management's efforts to strengthen the Company's business. The Company operates
in a competitive marketplace and needs to retain well-qualified executive talent. Executive compensation is reviewed regularly to ensure compliance within existing guidelines and for
competitiveness in the marketplace. Further, the Committee utilizes an outside consultant to review executive compensation and benefits provided to our executives.

The
Compensation Committee has reviewed the compensation of the Company's executive officers and has concluded that their compensation is reasonable and appropriate. The Compensation
Committee continually evaluates the compensation of the Company's executive officers, including an assessment of compensation reports for comparable companies and for the telecommunications industry
in particular. The Compensation Committee believes that maintaining suitable executive compensation programs is necessary to support the future progress of the Company.

| |  | Respectfully submitted,                                                
| |  | -----------------------------------------------------------------------
| |  | William J. Connors
Timothy F. Price
John A. Scarpati
Joseph R. Thornton
| |  | (Members of the Compensation Committee)                                

PERFORMANCE GRAPH

The following is a line-graph presentation comparing cumulative stockholder returns on an indexed basis with the NASDAQ Composite Index and an index
of peer companies we selected ("Peer Group").

Pursuant
to the Modified Plan, all of our old equity securities were cancelled and new Common Stock was authorized to be issued as of October 10, 2002. No consideration was given
to the holders of the old equity securities. Accordingly, comparisons of the Company's stock performance prior to October 10, 2002 are not meaningful and have not been included. Our common
stock does not trade on a national exchange, but rather trades on the OTC Bulletin Board under the symbol "ICGC".

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The
graph below sets forth information on stockholder return for the period from October 10, 2002 through December 31, 2003.

Performance Graphic

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2003, with respect to compensation plans under which equity securities of the Company are
authorized for issuance.

|Plan Category                                                   |  | Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights |  | Weighted-average
exercise price of
outstanding options,
warrants and rights |      | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|--------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by securities holders(1)     |  | 701,010                                                                                     |  | $                                                                           | 9.24 |                                                                                                                                            
|Equity compensation plans not approved by securities holders(2) |  |                                                                                            |  |                                                                             |     |                                                                                                                                            
|                                                                |  |                                                                                             |  |                                                                             |      |                                                                                                                                            
|Total                                                           |  | 701,010                                                                                     |  | $                                                                           | 9.24 |                                                                                                                                            

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 27, 2004, the number of shares of our common stock beneficially owned by (a) each of our directors and
Named Officers, (b) all of our directors and Named Officers as a group, and (c) each person known by us, based upon our review of filings made by such persons with the Securities and
Exchange Commission in respect of the ownership of our common stock unless otherwise noted, to beneficially own more than 5% of our common stock.

|Name of Beneficial Owner                                                                                 |  | Amount and Nature of
Beneficial Ownership |  | Percentage of
Class(1) |  
|-------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | ---------------------- | -
|William R. Huff(2)
c/o W.R. Huff Asset Management Co., L.L.C.
67 Park Place
Morristown, NJ 07690         |  | 1,386,341                                 |  | 17.1                   | %
|Stephen Feinberg(3)
c/o Cerberus Capital Management, L.P.
299 Park Avenue, 22nd Floor
New York, NY 10022 |  | 1,415,625                                 |  | 16.3                   | %
|Husic Capital Management(4)
555 California Street, Suite 2900
San Francisco, CO 94104                    |  | 1,122,919                                 |  | 14                     | %
|John A. Reardon(5)
La Canada Capital Partners L.P.
455 Dale Ridge Road
La Canada, CA 91001               |  | 1,103,000                                 |  | 13.8                   | %
|Randall E. Curran                                                                                        |  | 0                                         |  | *                      |  
|Jeffrey R. Pearl                                                                                         |  | 0                                         |  | *                      |  
|Richard D. Fish, Jr.(6)                                                                                  |  | 14,570                                    |  | *                      |  
|Michael D. Kallet(6)                                                                                     |  | 27,926                                    |  | *                      |  
|Bernard L. Zuroff(6)                                                                                     |  | 12,142                                    |  | *                      |  
|John V. Colgan(6)                                                                                        |  | 8,750                                     |  | *                      |  
|William J. Connors(7)                                                                                    |  | 10,000                                    |  | *                      |  
|Timothy F. Price(7)                                                                                      |  | 10,000                                    |  | *                      |  
|John A. Scarpati(7)                                                                                      |  | 10,000                                    |  | *                      |  
|Joseph R. Thornton(7)                                                                                    |  | 10,000                                    |  | *                      |  
|All named executive officers and directors as a group (10 persons)                                       |  | 103,388                                   |  | 1.276                  | %

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Senior Subordinated Term Loan and Related Warrants

Pursuant to the Modified Plan, Cerberus arranged our $25 million senior subordinated term loan, all of the proceeds of which were distributed pro rata to
the holders of our pre-petition secured notes. The senior subordinated term loan, which was prepaid pursuant to its terms following the completion of the Qwest transaction, had the
following terms:



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Madeleine
L.L.C., a lender under the senior subordinated term loan, received warrants to purchase a total of 426,316 additional shares of common stock which are beneficially owned by
Stephen Feinberg, a selling stockholder and the beneficial owner of more than 5% of our common stock. See "Security Ownership of Certain Beneficial Owners and Management." In addition, as a result of
the Qwest transaction, we prepaid to Madeleine L.L.C. $22.5 million in principal and all accrued interest due to Madeleine L.L.C. under our senior subordinated term loan. See "Liquidity and
Capital ResourcesPrepayment of Secured Notes and Senior Subordinated Term Loan."

Nomination Rights to Board of Directors

Our Restated By-Laws, which were adopted in connection with the Modified Plan, provide that under certain conditions that are currently satisfied Huff
and Cerberus and their respective affiliates each have the right to require us to nominate two individuals for election to our Board of Directors. Further, Cerberus has the right to appoint one
non-voting, non-participating observer to our Board of Directors. Accordingly, Cerberus required us to nominate Timothy F. Price and John A. Scarpati, and both were elected and
currently serve as members of our Board of Directors. Huff required us to nominate William J. Connors and Joseph R. Thornton, and both were elected and currently serve as members of our Board of
Directors. Mr. Connors and Mr. Thornton are both currently employed by Huff. Furthermore, in connection with the Modified Plan, we entered into a letter agreement with Huff, dated as of
July 25, 2002, pursuant to which Huff will cause one or more of the individuals who were nominated for election to our Board of Directors by Huff, as described above, to resign from our Board
of Directors upon a specified
reduction in the percentage of our common stock that they control. See "Executive CompensationElection of Directors."

Registration Rights Agreement

Madeleine L.L.C. and Huff entered into a registration rights agreement with us at the time of our emergence from bankruptcy which gives them certain registration
rights with respect to the shares of our common stock owned by them.

Under
the terms of the registration rights agreement, the above holders are entitled to demand up to five total registrations with respect to our securities, provided the securities to
be registered in any such registration either equal a minimum of $5,000,000 aggregate offering price to the public or the requested registration constitutes all of such holder's registrable
securities. We are required to register all shares of our common stock currently owned or subsequently acquired by these holders. The registration rights agreement also provides these holders with
unlimited "piggyback" registration rights for securities owned by them, which gives them the right to include the securities they own in registration statements in which we are registering securities
for sale on our behalf or on behalf of other holders of our securities. Although we will be responsible for all expenses incurred in connection with any registration offered pursuant to the
registration rights agreement, we will not be responsible for applicable underwriting discounts, selling commissions or stock transfer taxes incurred by the holders or for the expenses of more than
one counsel for all such holders. The registration rights agreement also includes customary indemnification and contribution provisions.

Indemnification Agreements

In March of 2003, we entered into indemnification agreements with each of our directors. The indemnification agreements require us to indemnify our directors to
the fullest extent permitted by law and require us to advance the expenses incurred by such directors as a result of any threatened claims or proceedings brought against them as to which they could be
indemnified, subject to applicable law.

14

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Pre-Approval Policies and Procedures

The Audit Committee of our Board of Directors is responsible for the appointment, compensation and oversight of the work of our independent public accountant.
Pursuant to the Audit Committee's charter, the Audit Committee pre-approves all auditing and permissible non-auditing services provided by our independent auditor. Approval of
audit and permissible non-audit services may also be delegated to one or more designated members of the Committee, and the person(s) granting such approval is required to report such
approval to the full Committee at the next scheduled meeting.

Independent Auditor Fees

We have engaged KPMG LLP to be our independent accountant. Fees billed to the Company by KPMG LLP for services rendered during fiscal year 2002 and 2003 were as
follows:

2002

2003(in thousands)Audit fees:(1)

$
562,000

$
534,000Audit-related fees:(2)


202,000


Tax fees:(3)


264,000


159,000All other fees:(4)


30,000





For
purposes of the preceding table, the professional fees are classified as follows:



SEC
rules effective as of May 6, 2003 require our Audit Committee to pre-approve all auditing and permissible non-auditing services provided by our
independent auditor (with certain limited exceptions). Since the effective date of these rules, our Audit Committee approved in advance all of the services performed by KPMG LLP, as described above.

15

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 30, 2004.

|                     |  | ICG COMMUNICATIONS, INC.                                                                                                      
|-------------------- |  | ------------------------------------------------------------------------------------------------------------------------------
|Date: April 30, 2004 |  | /s/RICHARD E. FISH, JR.Richard E. Fish, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated:

|Signature                                   |  | Title                                                                              |  | Date          
|------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|                                            |  |                                                                                    |  |               
|/s/JEFFREY R. PEARLJeffrey R. Pearl         |  | Interim Chief Executive Officer                                                    |  | April 30, 2004
|/s/RICHARD E. FISH, JR.Richard E. Fish, Jr. |  | Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |  | April 30, 2004

16

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ICG COMMUNICATIONS, INC.  INDEX TO EXHIBITS

|Exhibit No. |  | Document                                                           
|----------- |  | -------------------------------------------------------------------
|31.1        |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
|31.2        |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
|32          |  | Section 1350 Certifications                                        

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