UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2001

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        (Commission File Number 1-11965)
                            ICG COMMUNICATIONS, INC.
                        (Commission File Number 1-11052)
                            ICG HOLDINGS (CANADA) CO.
                        (Commission File Number 33-96540)
                               ICG HOLDINGS, INC.
           (Exact names of registrants as specified in their charters)


--------------------------------------------------------------------------------
Delaware                             84-1342022
Nova Scotia                          Not Applicable
Colorado                             84-1158866
(State or other jurisdiction of      (I.R.S. Employer
incorporation or organization)       Identification No.)
--------------------------------------------------------------------------------
161 Inverness Drive West             Not applicable
Englewood, Colorado 80112
161 Inverness Drive West             c/o ICG Communications, Inc.
Englewood, Colorado 80112            161 Inverness Drive West
                                     Englewood, Colorado 80112

161 Inverness Drive West             Not applicable
Englewood, Colorado 80112
(Address of principal executive      (Address of U.S. agent for
offices)                             service)
---------------------------------------------------------------------
Registrants'  telephone  numbers,  including area codes:  (888)424-1144 or (303)
414-5000

     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 __ No |X|

     The number of outstanding common shares of ICG  Communications,  Inc. as of
December 31, 2001 was 52,045,443. ICG Canadian Acquisition, Inc., a wholly owned
subsidiary of ICG  Communications,  Inc., owns all of the issued and outstanding
common shares of ICG Holdings (Canada) Co. ICG Holdings (Canada) Co. owns all of
the issued and outstanding shares of ICG Holdings, Inc.



<PAGE>
                                TABLE OF CONTENTS




PART I ....................................................................... 3
      ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ................... 3
               Consolidated Balance Sheets as of December 31, 2000 and
                 June 30, 2001 (unaudited).................................... 3
               Consolidated Statements of Operations for the Six Months
                 Ended June 30, 2000 and 2001 (unaudited)..................... 5
               Consolidated Statement of Stockholders' Deficit for the
                 Six Months Ended June 30, 2001 (unaudited)................... 6
               Consolidated Statements of Cash Flows for the Six Months
                 Ended June 30, 2000 and 2001 (unaudited)..................... 7
               Notes to Consolidated Financial Statements (unaudited)......... 9
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS .....................................19
      ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....29

PART II ......................................................................30
      ITEM 1.  LEGAL PROCEEDINGS..............................................30
      ITEM 2.  CHANGES IN SECURITIES..........................................30
      ITEM 3.  DEFAULTS UPON SENIOR SECURITIES................................30
      ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS..........30
      ITEM 5.  OTHER INFORMATION..............................................30
      ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K................................31
               Exhibits ......................................................31
               Reports on Form 8-K ...........................................31


                                       2
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                 December 31, 2000 and June 30, 2001 (Unaudited)

<TABLE>
<CAPTION>
                                                 December 31,   June 30,
                                                    2000          2001
                                                 ------------  ----------
                                                      (in thousands)
Assets
------

Current assets:
<S>                                              <C>           <C>
  Cash and cash equivalents                      $  196,980    $ 135,296
  Short-term investments available for sale          17,733       10,527
  Trade receivables, net of allowance of $94.3
    million and $78.3 million at December 31,
    2000 and June 30, 2001, respectively            132,095      106,346
  Other receivables                                     994          452
  Prepaid expenses and deposits                      13,234       16,071
                                                 ------------  ----------

    Total current assets                            361,036      268,692

Property and equipment, net (note 5)                590,500      583,303

Restricted cash                                       9,278        7,189
Investments                                           1,650          650
Deferred financing costs, net of accumulated
  amortization of $1.2 million and $5.4
  million at December 31, 2000 and June 30,
  2001, respectively                                 10,969        8,731
Deposits                                              7,019        9,979
                                                 ------------  ----------

Total Assets (note 1)                            $  980,452    $ 878,544
                                                 ============  ==========
</TABLE>
                                                              (continued)

          See accompanying notes to consolidated financial statements.

                                        3


<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
               Consolidated Balance Sheets (Unaudited), Continued

<TABLE>
<CAPTION>
                                                        December 31,   June 30,
                                                           2000          2001
                                                        ------------ -----------
                                                             (in thousands)

Liabilities and Stockholders' Deficit
-------------------------------------

Current liabilities not subject to compromise:
<S>                                                     <C>          <C>
  Accounts payable                                      $     8,774  $    2,834
  Accrued liabilities                                        57,888      70,838
  Deferred revenue                                           14,840       9,851
  Current portion of long-term debt (note 6)                    796         796
                                                        ------------ -----------
    Total current liabilities not subject to compromise      82,298      84,319

Liabilities subject to compromise (notes 1 and 6)         2,784,627   2,750,097

Long-term liabilities not subject to compromise:
  Long-term debt, net of discount, less current portion
    (note 6)                                                117,784      84,707
  Capital lease obligations, less current portion
    (note 6)                                                      -      50,356
  Other long-term liabilities                                 1,090       1,090
                                                        ------------ -----------

Total liabilities                                         2,985,799   2,970,569

Redeemable preferred stock of subsidiary (at
  liquidation value)                                        449,056     449,056

Mandatorily redeemable preferred securities of
  ICG Funding (at liquidation value)                        132,251     132,251

8% Series A Convertible Preferred Stock (at
  liquidation value)                                        785,353     785,353

Stockholders' deficit:
  Common stock, $0.01 par value, 100,000,000
    shares authorized; 52,045,443 shares issued
    and outstanding                                             520         520
  Additional paid-in capital                                882,142     882,142
  Accumulated deficit                                    (4,254,669) (4,341,347)
                                                        ------------ -----------
Total stockholders' deficit                              (3,372,007) (3,458,685)

Commitments and contingencies (note 7)
                                                        ------------ -----------

Total Liabilities and Stockholders' Deficit             $   980,452  $  878,544
                                                        ============ ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4

<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
          Three and Six Months Ended June 30, 2000 and 2001 (Unaudited)

<TABLE>
<CAPTION>
                                       Three months ended     Six months ended
                                             June 30,             June 30,
                                     --------------------- ---------------------
                                         2000       2001       2000      2001
                                     ---------- ---------- ---------- ----------
                                         (in thousands, except per share data)

<S>                                  <C>        <C>        <C>        <C>
Revenue                              $ 174,704  $ 121,252  $ 332,112  $ 257,649

Operating costs and expenses:
  Operating costs                      102,589     84,813    185,491    197,375
  Selling, general and
    administrative expenses             49,676     26,470    104,765     57,166
  Depreciation and amortization         72,892     16,194    137,491     32,183
  Loss on disposal of assets               545      7,562        545      7,633
  Other, net                               827          -      1,259          -
                                     ---------- ---------- ---------- ----------
    Total operating costs and
      expenses                         226,529    135,039    429,551    294,357
                                     ---------- ---------- ---------- ----------

Operating loss                         (51,825)   (13,787)   (97,439)   (36,708)

Other income (expense):
  Interest expense (contractual
    interest of $60 million and $120
    million not recorded during the
    three and six months ended June
    30, 2001, respectively)            (66,759)   (11,081)  (129,393)   (23,799)
  Interest income                       11,262      1,578     14,539      4,206
  Other income (expense), net             (155)     1,366          3      1,334
                                     ---------- ---------- ---------- ----------
    Total other expense, net            55,652)    (8,137)  (114,851)   (18,259)
                                     ---------- ---------- ---------- ----------
Loss from continuing operations
  before reorganization expenses,
  accretion and preferred dividends   (107,477)   (21,924)  (212,290)   (54,967)

  Reorganization expenses (note 4)           -    (11,397)         -    (31,711)
  Accretion and preferred dividends
    on preferred securities of
    subsidiaries                       (17,135)         -    (33,772)         -
                                     ---------- ---------- ---------- ----------

Loss from continuing operations       (124,612)   (33,321)  (246,062)   (86,678)

  Net income from discontinued
    operations                             736          -        736         -
                                     ---------- ---------- ---------- ----------

Net loss                              (123,876)   (33,321)  (245,326)   (86,678)

  Accretion and dividends of 8%
    Series A Convertible Preferred
    Stock to liquidation value         (14,462)         -    (14,462)         -
  Charge for beneficial conversion
    feature of 8% Series A
    Convertible Preferred Stock       (159,279)         -   (159,279)         -
                                     ---------- ---------- ---------- ----------

Net loss attributable to common
  stockholders                       $(297,617) $ (33,321) $(419,067) $ (86,678)
                                     ========== ========== ========== ==========

Net loss per share - basic and
  diluted:
    Net loss attributable to common
      stockholders, before net
      income from discontinued
      operations                     $   (6.11) $   (0.64) $   (8.65) $   (1.67)
    Net income from discontinued
      operations                          0.02          -       0.02          -
                                     ---------- ---------- ---------- ----------
Net loss per share - basic and
  diluted                            $   (6.09) $   (0.64) $   (8.63) $   (1.67)
                                     ========== ========== ========== ==========

Weighted average number of shares
  outstanding - basic and diluted       48,723     52,045     48,455     52,045
                                     ========== ========== ========== ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Consolidated Statement of Stockholders' Deficit
                   Six Months Ended June 30, 2001 (Unaudited)
                                 (In Thousands)


<TABLE>
<CAPTION>
                                Common Stock    Additional                    Total
                              ----------------   Paid-in     Accumulated   Stockholders'
                               Shares   Amount   Capital       Deficit       Deficit
                              -------  -------  ----------  -------------  -------------

<S>                            <C>     <C>      <C>         <C>            <C>
Balances at January 1, 2001    52,045  $  520   $  882,142  $ (4,254,669)  $ (3,372,007)


Net loss                            -        -           -       (86,678)       (86,678)
                              -------  -------  ----------  -------------  -------------

Balances at June 30, 2001      52,045  $  520   $  882,142  $ (4,341,347)  $ (3,458,685)
                              =======  =======  ==========  =============  =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       6

<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
               Six Months Ended June 30, 2000 and 2001 (Unaudited)

<TABLE>
<CAPTION>
                                                     Six months ended June 30,
                                                   -----------------------------
                                                        2000           2001
                                                   --------------  -------------
                                                          (in thousands)

Cash flows from operating activities:
<S>                                                <C>             <C>
  Net loss                                         $    (245,326)  $    (86,678)
  Net income from discontinued operations                   (736)             -
  Adjustments to reconcile net loss to net cash
    provided (used) by operating activities:
      Recognition of deferred gain                        (6,239)             -
      Accretion and preferred dividends on
        preferred securities of subsidiaries              33,773              -
      Depreciation and amortization                      137,491         32,183
      Deferred compensation                                  862              -
      Net loss on disposal of long-lived assets              545          7,633
      Gain on sale of securities                            (634)             -
      Provision for uncollectible accounts                 2,813          7,404
      Interest expense deferred and included in
        long-term debt, net of amounts
        capitalized on assets under construction         102,531           (979)
      Interest expense deferred and included in
        capital lease obligations                          2,554              -
      Amortization of deferred financing costs
        included in interest expense                       2,627          4,236
      Contribution to 401(k) plan through
        issuance of common stock                           3,237              -
      Realized gain on sale of available for
        sale securities                                        -         (1,542)
      Other                                                  301              -
      Change in operating assets and liabilities,
        excluding the effects of dispositions
        and noncash transactions:
          Receivables                                    (38,813)        18,888
          Prepaid expenses and deposits                     (775)        (2,837)
          Accounts payable and accrued liabilities       (23,152)           982
          Deferred revenue                               132,020         (4,990)
                                                   --------------  -------------
Net cash provided (used) by operating activities         103,079        (25,700)
  before reorganization items
    Reorganization items:
      Change in restructuring accruals                         -          3,425
      Change in liabilities subject to compromise              -        (15,079)
                                                   --------------  -------------
Net cash provided (used) by operating activities         103,079        (37,354)

Cash flows from investing activities:
  Acquisition of property and equipment                 (352,807)       (16,919)
  Change in accounts payable and accrued
    liabilities for acquisition of property and
    equipment                                            (43,484)           243
  Proceeds from disposition of property,
    equipment and other assets                                 -          1,218
  Proceeds from sales of short-term investments
    available for sale                                     8,621          9,748
  Proceeds from sale of marketable securities             10,634              -
  Decrease (Increase) in restricted cash                   2,728             (7)
  Increase in long-term deposits                               -         (2,926)
  Purchase of investments                                 (1,150)             -
  Reorganization items:
    Decrease in restricted cash due to settlement
      of liabilities subject to compromise                     -          2,096
                                                   --------------  -------------
Net cash used by investing activities                   (375,458)        (6,547)
</TABLE>
                                                                     (continued)

         See accompanying notes to consolidated financial statements.

                                       7

<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
          Consolidated Statements of Cash Flows (Unaudited), Continued

<TABLE>
<CAPTION>
                                                          Six months ended
                                                              June 30,
                                                   -----------------------------
                                                        2000           2001
                                                   --------------  -------------
                                                           (in thousands)

Cash flows from financing activities:
<S>                                                <C>             <C>
  Proceeds from issuance of common stock           $      15,786   $          -
  Proceeds of 8% Series A Convertible Preferred
    Stock, net of issuance costs                         720,330              -
  Proceeds from issuance of long-term debt                95,000              -
  Principal payments on capital lease obligations        (10,973)             -
  Payments on IRU agreement                             (149,729)             -
  Principal payments on long-term debt                      (404)             -
  Payments of preferred dividends                         (4,463)             -
  Payments of deferred debt issuance costs                  (304)        (2,000)
  Reorganization items:
    Principal payments on capital lease
      obligations subject to compromise                        -        (14,471)
    Payments of preferred dividends                            -         (1,312)
                                                   --------------  -------------
Net cash provided (used) by financing activities         665,243        (17,783)
                                                   --------------  -------------

Net increase (decrease) in cash and cash
  equivalents                                            392,864        (61,684)

    Net cash provided by discontinued operations             536              -
    Cash and cash equivalents, beginning of period       103,288        196,980
                                                   --------------  -------------
Cash and cash equivalents, end of period           $     496,688   $    135,296
                                                   ==============  =============

Supplemental disclosure of cash flows information
  of continuing operations:
    Cash paid for interest                         $       9,626   $     13,313
                                                   ==============  =============
    Cash paid for income taxes                     $         220   $          -
                                                   ==============  =============

Supplemental schedule of noncash investing
  activities of continuing operations:
    Assets acquired pursuant to IRU agreement      $      98,147   $          -
    Assets acquired under capital leases                 111,414         50,355
                                                   --------------  -------------
Total                                              $     209,561   $     50,355
                                                   ==============  =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       8
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)

(1)  Organization and Nature of Business

     (a)  Organization

          ICG  Communications,   Inc.,  a  Delaware   corporation  ("ICG"),  was
          incorporated on April 11, 1996 and is the publicly-traded  U.S. parent
          company  of ICG  Funding,  LLC,  a special  purpose  Delaware  limited
          liability  company and wholly owned subsidiary of ICG ("ICG Funding"),
          ICG Holdings  (Canada) Co., a Nova Scotia unlimited  liability company
          ("Holdings-Canada"),   ICG  Holdings,  Inc.,  a  Colorado  corporation
          ("Holdings"),  and ICG Services,  Inc., a Delaware  corporation  ("ICG
          Services")  and  their  subsidiaries.  ICG  and its  subsidiaries  are
          collectively  referred to as the "Company." The Company's common stock
          was traded on the NASDAQ  National Market  ("NASDAQ")  stock exchange.
          However,  due to the bankruptcy  filings  described  below, the NASDAQ
          halted trading of the Company's  common stock on November 14, 2000 and
          delisted the stock on November 18, 2000.

          The Company provides voice, data and Internet communication  services.
          Headquartered  in  Englewood,   Colorado,   the  Company  operates  an
          integrated  metropolitan and nationwide fiber optic  infrastructure to
          offer:

          o    Dial-Up  Services  including  primary rate  interface  and remote
               access  services/  managed modem services on a wholesale basis to
               national and regional Internet service providers ("ISP"s).

          o    Point-to-Point  Broadband Service providing  traditional  special
               access service to long-distance and long-haul carriers and medium
               to large sized corporate customers as well as switched access and
               SS7 services.

          o    Corporate  Services,  primarily retail voice and data services to
               businesses.

     (b)  Bankruptcy Proceedings

          On  November  14,  2000  (the  "Petition  Date"),  ICG  and all of its
          subsidiaries,  except certain non-operating entities,  filed voluntary
          petitions  for  protection  under  Chapter  11 of  the  United  States
          Bankruptcy  Code in the  Federal  District  of  Delaware  in  order to
          facilitate the  restructuring of the Company's debt, trade liabilities
          and other obligations.  ICG and its bankruptcy filing subsidiaries are
          collectively  referred to as the  "Debtors." The Debtors are currently
          operating as debtors-in-possession under the supervision of the United
          States  District  Court for the District of Delaware (the  "Bankruptcy
          Court"). The bankruptcy petitions were filed in order to preserve cash
          and  to  give  the  Debtors  the  opportunity  to  restructure   their
          obligations.

          On  December   19,  2001  the  Debtors   filed  a  proposed   Plan  of
          Reorganization  (the  "Plan")  and a  Disclosure  Statement  with  the
          Bankruptcy   Court.   The  Plan  is   premised   on  the   substantive
          consolidation  of all of the  Debtors  for  purposes  of Plan  voting,
          confirmation and distribution of claim proceeds. The Plan contemplates
          the  conversion of the Debtors'  existing  unsecured  debt into common
          equity  in the  post-bankruptcy,  reorganized  company.  The Plan also
          contemplates  the  issuance  of new  secured  notes  to  the  Debtors'
          existing secured  lenders.  The Plan calls for the cancellation of all
          equity  securities  previously  issued by the Debtors,  including  all
          common stock, preferred stock, options and warrants. It is anticipated
          that a hearing on the  adequacy of the  Disclosure  Statement  will be
          held in the Bankruptcy Court on February 1, 2002.  Consummation of the
          Plan is contingent upon receiving  Bankruptcy Court approval,  as well
          as the  approval  of  certain  classes  of  creditors.  The  Plan  and
          Disclosure  Statement  were filed  with the  Securities  and  Exchange
          Commission on Form 8-K on December 19, 2001.

          The Company,  assisted by its investment banker,  Dresdner Kleinwort &
          Wasserstein,  Inc.,  evaluated the enterprise  value of the Company in
          connection  with the filing of its Plan and  Disclosure  Statement  on
          December  19,  2001.  The  enterprise  value of the Company on a going
          concern  basis was  estimated  to be  between  $350  million  and $500
          million.  This valuation of the Company  results in a valuation of the
          new  common  equity  to  be  issued  under  the  Plan  and  Disclosure
          Statement,  in the aggregate,  between  approximately $136 million and
          $287  million,  which is derived  by  subtracting  from the  Company's
          enterprise  value the  projected  funded debt on the pro forma balance
          sheet for the Company on the date of emergence  from  bankruptcy.  The

                                       9
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited), Continued

          valuation  is based on numerous  assumptions,  including,  among other
          things, the achievement of certain operating results, market values of
          publicly-traded  securities of other relevant  companies,  and general
          economic and industry conditions.

          Under accounting guidelines commonly referred to as "Fresh Start", the
          fair  value of all  assets  of the  Company  will be  estimated  as it
          emerges  from  bankruptcy  in  conformity   with  generally   accepted
          accounting  principles ("GAAP"),  specifically  Statement of Financial
          Accounting  Standards ("SFAS") No. 141,  "Business  Combinations." The
          enterprise  value  range  in  the  Plan  implies  that  a  fair  value
          adjustment  of up to $200  million to reduce the value of property and
          equipment may be necessary.  However,  the Plan assumptions are likely
          to differ from the actual business conditions at the date of emergence
          from  bankruptcy.  Therefore,  the fair values assigned to assets upon
          emergence  from  bankruptcy  may also be  different.  The  fair  value
          adjustment  to property and  equipment,  if any, will be recorded upon
          emergence  from  bankruptcy  once  the  final   enterprise   value  is
          determined.

          Because of the ongoing nature of the reorganization cases, the outcome
          of which is not presently  determinable,  the  consolidated  financial
          statements contained herein are subject to material  uncertainties and
          may  not  be  indicative  of  the  results  of  the  Company's  future
          operations or financial  position.  No assurance can be given that the
          Company will be  successful  in  reorganizing  its affairs  within the
          Chapter 11 bankruptcy proceedings.

          As a result of the items discussed above,  there is substantial  doubt
          about the  Company's  ability  to  continue  as a going  concern.  The
          ability of the  Company to continue  as a going  concern is  dependent
          upon, but not limited to, the approval and  confirmation  of the Plan,
          adequate  sources of capital,  customer  and employee  retention,  the
          ability to provide  high  quality  services and the ability to sustain
          positive  results of operations and cash flows  sufficient to continue
          to operate.  The consolidated  financial statements do not include any
          adjustments  to the recorded  amounts or  classification  of assets or
          liabilities  or reflect any  amounts  that may  ultimately  be paid to
          settle  liabilities  and  contingencies  which may be  required in the
          Chapter 11 reorganization  or the effect of any changes,  which may be
          made in  connection  with the Company's  capitalization  or operations
          resulting from a plan of reorganization.

          These  consolidated   financial   statements  have  been  prepared  in
          accordance with AICPA Statement of Position 90-7, "Financial Reporting
          by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7").
          Pursuant to SOP 90-7, an objective of financial  statements  issued by
          an entity in Chapter 11 is to reflect its financial  evolution  during
          the proceeding. For that purpose, the financial statements for periods
          including  and  subsequent  to filing the Chapter 11  petition  should
          distinguish  transactions and events that are directly associated with
          the  reorganization  from  the  ongoing  operations  of the  business.
          Expenses  and other items not directly  related to ongoing  operations
          are reflected  separately in the consolidated  statement of operations
          as reorganization expenses (see note 4).

          The filing of the Chapter 11 cases by the  Debtors  (i)  automatically
          stayed  actions by creditors  and other parties in interest to recover
          any claim that arose prior to the  commencement of the cases, and (ii)
          served to  accelerate,  for purposes of  allowance,  all  pre-petition
          liabilities  of the  Company,  whether or not those  liabilities  were
          liquidated or contingent as of the Petition Date. The following  table
          sets forth the  liabilities of the Company subject to compromise as of
          December 31, 2000 and June 30, 2001:


                                       10
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited), Continued

<TABLE>
<CAPTION>
                                           December 31,      June 30,
                                               2000            2001
                                           -------------  -------------
                                                 (in thousands)

<S>                                        <C>            <C>
               Unsecured long-term debt    $  1,968,781   $  1,968,781
               Unsecured creditors              583,749        572,439
               Capital lease obligations        197,974        187,131
               Priority creditors                33,385         21,062
               Other secured creditors              738            684
                                           -------------  -------------
                                           $  2,784,627   $  2,750,097
                                           =============  =============
</TABLE>

          Additionally,  pre-petition debt that is subject to compromise must be
          recorded at the allowed claim amount,  which generally  results in the
          write-off of any deferred  financing amounts associated with the debt.
          Interest  on  debt  subject  to  compromise   ceases  to  accrue  when
          bankruptcy is filed.

          Pre-petition  debt of the Debtors  that is not subject to  compromise,
          specifically  the senior  secured  credit  facility  and the  mortgage
          payable with balances outstanding as of June 30, 2001 of approximately
          $84.6  million  and $0.9  million  respectively,  continues  to accrue
          interest.  All principal and interest  payments are  negotiated by the
          Company  and  the  specific  lenders  and  must  be  approved  by  the
          Bankruptcy Court.

          Under the  Bankruptcy  Code, the Company may elect to assume or reject
          real estate leases,  employment  contracts,  personal property leases,
          service  contracts,   and  other  unexpired   executory   pre-petition
          contracts,  subject to Bankruptcy  Court approval.  The Company cannot
          presently  determine with certainty the ultimate  aggregate  liability
          which will result from the filing of claims relating to such contracts
          which have been or may be rejected.

(2)  Significant Accounting Policies

     (a)  Basis of Presentation

          The Company's financial  statements should be read in conjunction with
          ICG's Annual Report on Form 10-K for the year ended December 31, 2000,
          as certain  information  and note  disclosures  normally  included  in
          financial  statements  prepared  in  accordance  with  GAAP  have been
          condensed  or omitted  pursuant  to the rules and  regulations  of the
          United  States  Securities  and  Exchange   Commission.   The  interim
          financial statements reflect all adjustments which are, in the opinion
          of  management,   necessary  for  a  fair  presentation  of  financial
          position,  results  of  operations  and  cash  flows as of and for the
          interim periods presented.  Such adjustments are of a normal recurring
          nature.  Operating  results for the six months ended June 30, 2001 are
          not necessarily indicative of the results that may be expected for the
          fiscal year ending December 31, 2001.

          All  significant  intercompany  accounts  and  transactions  have been
          eliminated in consolidation.

     (b)  Reclassifications

          Certain 2000 amounts have been  reclassified  to conform with the 2001
          presentation.

(3)  Provision for Impairment of Long-Lived Tangible and Intangible Assets

     The Company has provided for the impairment of long-lived assets, including
     goodwill,  pursuant  to SFAS No. 121,  "Accounting  for the  Impairment  of
     Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of." SFAS No.
     121 requires that long-lived  assets and certain  identifiable  intangibles
     held and used by an entity be reviewed for impairment  whenever  changes in
     circumstances  indicate  that the  carrying  value  of an asset  may not be
     recoverable.  Such events  include,  but are not limited to, a  significant
     decrease in the market value of an asset,  a significant  adverse change in
     the  business  climate that could affect the value of an asset or a current
     period  operating or cash flow loss combined with a history of operating or
     cash  flow  losses.   An  impairment  loss  is  recognized  when  estimated
     undiscounted future cash flows,  before interest,  expected to be generated
     by  the  asset  are  less  than  its  carrying  value.  Measurement  of the

                                       11
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited), Continued

     impairment loss is based on the estimated fair value of the asset, which is
     generally  determined  using  valuation  techniques  such as the discounted
     present  value of expected  future cash flows,  appraisals or other pricing
     models.

(4)  Reorganization Expenses

     In October  2000,  the Company  initiated a cost  reduction  strategy  that
     focused  upon  reducing  operating  expenses and  returning  the Company to
     profitability.  This plan  included  the  filing on  November  14,  2000 of
     voluntary  petitions  under  Chapter  11 for ICG and  the  majority  of its
     subsidiaries.

     Under  bankruptcy  accounting,  the Company is required  to  segregate  and
     classify   certain   costs   as   reorganization   costs.   The   following
     reorganization  costs were  incurred  during the three and six months ended
     June 30, 2001 (in thousands):

<TABLE>
<CAPTION>
                                                    Three months    Six months
                                                    -------------  -------------
<S>                                                 <C>            <C>
          Legal and professional fees               $      6,372   $     12,690
          Severance and employee  retention costs          1,560         11,819
          Switch site closure costs                        1,096          3,182
          Line cost termination expenses                   2,247          2,719
          Other expenses, net                                122          1,301
                                                    -------------  -------------
           Total                                    $     11,397   $     31,711
                                                    =============  =============
</TABLE>

(5)  Property and Equipment

     Property and  equipment,  including  assets held under capital  leases,  is
     comprised of the following:

<TABLE>
<CAPTION>
                                                    December 31,     June 30,
                                                        2000           2001
                                                    -------------  -------------
                                                           (in thousands)

<S>                                                 <C>            <C>
          Land                                      $      8,708   $      1,214
          Buildings and improvements                      36,307         50,358
          Furniture, fixtures and office equipment        11,799         15,202
          Machinery and equipment                          9,450         10,020
          Fiber optic equipment                          119,146        122,949
          Switch equipment                               104,947        110,892
          Fiber optic network                             56,242         57,017
          Site improvements                                    -          3,198
          Construction in progress                       205,881        202,355
          Assets held for sale                            40,500         39,282
                                                    -------------  -------------
                                                         592,980        612,487
          Less accumulated depreciation                   (2,480)       (29,184)
                                                    -------------  -------------
                                                    $    590,500   $    583,303
                                                    =============  =============
</TABLE>

     Property and  equipment  includes  approximately  $202 million of equipment
     that has not been placed in service at June 30, 2001, and  accordingly,  is
     not  being  depreciated.   The  majority  of  this  amount  is  related  to
     uninstalled  transport and switch equipment,  software  development and new
     network construction.

                                       12
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited), Continued

(6)  Long-Term Debt and Capital Lease Obligations

     As a result of the Company's bankruptcy  proceedings,  all contractual debt
     payments  are  suspended  and subject to revised  payment  terms during the
     bankruptcy  process on a specific case basis.  No changes have been made in
     the  accompanying  consolidated  balance  sheet as to amounts or terms as a
     result of the filing.  As of June 30, 2001,  the Company is in default with
     respect to all of its  pre-petition  long-term  debt,  which, by its terms,
     would  ordinarily  accelerate  upon the event of  default.  However,  under
     bankruptcy  accounting,  no  reclassifications  are made from  long-term to
     short-term  as a result of the  defaults.  Additionally,  debt  subject  to
     compromise should be recorded at the allowed amount of the claim.  Based on
     this, the Company  wrote-off all deferred  financing costs related to the 9
     7/8%,  10%,  11  5/8%,  12 1/2%  and 13 1/2%  Senior  discount  notes as of
     December 31, 2000. In addition,  the Company ceased accreting the discounts
     or accruing  interest on all debt amounts  subject to  compromise as of the
     Petition Date.

     Long-term debt,  including amounts subject to compromise,  is summarized as
     follows:

<TABLE>
<CAPTION>
                                                    December 31,     June 30,
                                                        2000           2001
                                                    -------------  -------------
                                                           (in thousands)
     Long-term debt not subject to compromise:
<S>                                                 <C>            <C>
       Credit Agreement (a)                         $          -   $          -
       Senior Facility                                    84,574         84,574
       Mortgage loan payable, secured by Company
         Headquarters (b)                                 33,077              -
       Mortgage loan payable, other                          929            929
                                                    -------------  -------------
                                                         118,580         85,503
     Long-term debt subject to compromise:
       Senior discount notes, net of discount          1,968,781      1,968,781
                                                    -------------  -------------
                                                       2,087,361      2,054,284
       Less current portion                                 (796)          (796)
                                                    -------------  -------------
                                                    $  2,086,565   $  2,053,488
                                                    =============  =============
</TABLE>

     (a)  Debtor-in-Possession Financing

          On December 4, 2000,  the Company  finalized its  Debtor-in-Possession
          Revolving  Credit  Agreement  (the  "Credit   Agreement")  with  Chase
          Manhattan Bank. The Credit  Agreement  provided for up to $350 million
          in  financing,   subject  to  certain  conditions.   This  amount  was
          subsequently  amended to $200  million.  Any  amounts  drawn under the
          Credit  Agreement  were to be first used for  repayment in full of the
          Senior  Facility.  The Company was required to pay monthly  commitment
          fees  at an  annual  rate  of 1  1/2%  on  the  average  daily  unused
          commitment,  which were expensed  monthly.  This  agreement  contained
          certain covenants  including capital expenditure  limitations,  EBITDA
          loss limitations,  indebtedness and dividend restrictions.  The Credit
          Agreement  required repayment in full on May 14, 2002. As of September
          30,  2001,  no amounts had been drawn under the Credit  Agreement.  On
          November 7, 2001 the Company terminated the Credit Agreement.


     (b)  Mortgage Payable and Capital Lease Obligation

          In  June  2001,  the  original  seller  ("Seller")  of  the  Company's
          corporate headquarters building, land and improvements  (collectively,
          the "Company  Headquarters")  exercised  its right to  repurchase  the
          Company   Headquarters  from  the  Company.  In  connection  with  the
          repurchase,  the Seller agreed to assume from the Company the mortgage
          loan payable and other accrued  liabilities  related to completing the
          Company  Headquarters.  The Company  recognized a $7.6 million loss on
          the sale.  In  addition,  the  Company  agreed  to lease  the  Company
          Headquarters  back from the  Seller  under a capital  lease  agreement
          valued at $50.4 million.  Contractual payments due as of June 30, 2001
          under the lease, which expires January 31, 2023, are as follows:

                                       13
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited), Continued

<TABLE>
<CAPTION>
<S>       <C>                                       <C>
          2001                                      $      2,591
          2002                                             5,338
          2003                                             5,498
          2004                                             5,663
          2005                                             5,833
          Thereafter                                     130,741
                                                    -------------
          Total minimum lease payments                   155,664
            Less amounts representing interest           105,308
                                                    -------------
          Present value of net minimum lease
            payments                                      50,356
              Less current portion                            -
                                                    -------------
                                                    $     50,356
                                                    =============
</TABLE>

(7)  Commitments and Contingencies

     As a  result  of  the  Company's  filing  for  bankruptcy  protection,  all
     commitments and  contingencies  could be substantially  modified during the
     Company's bankruptcy restructuring process.

     (a)  Network Capacity and Construction

          In  January  2000,  the  Company  signed  an  agreement  with a  major
          customer,  whereby the Company will provide,  for $126.5  million over
          the initial  six-year term of the  agreement,  exclusive  service over
          designated  portions of the Company's local fiber optic networks.  The
          Company will recognize revenue ratably over the term of the agreement,
          as the network  capacity  is  available  for use.  The  agreement  was
          amended in March 2000 to include  additional  capacity for proceeds of
          $53.8  million.  The customer  may, at its option,  extend the initial
          term  of the  agreement  for an  additional  four-year  period  and an
          additional  ten-year  period for  incremental  payment at the time the
          option exercises. At June 30, 2001, $173.4 million of deferred revenue
          related to this  agreement  is  reflected  in  liabilities  subject to
          compromise.  In July 2001, as part of a settlement  agreement  reached
          with the customer (see note 10), deferred revenue was reduced by $21.5
          million,  with a  corresponding  reduction in trade  receivables.  The
          customer has not yet ordered from the Company, and the Company has not
          yet  delivered,  certain  equipment  and  services  required  by  this
          agreement.  The Company is currently negotiating with this customer to
          resolve the issue of future services.

     (b)  Telecommunications and Line Purchase Commitments

          The Company had entered into two agreements with a major  interexhange
          carrier  (the  "Carrier")  that  required  the  Company to provide the
          Carrier with certain minimum monthly revenue,  which if not met, would
          require payment by the Company for the difference  between the minimum
          commitment and the actual monthly revenue.  Under a settlement reached
          with the Carrier,  effective  September 28, 2001,  the Company will no
          longer be liable for such underutilization charges.

     (c)  Other Commitments

          The Company has  entered  into  various  equipment  and line  purchase
          agreements with certain of its vendors. Under these agreements, if the
          Company does not meet a minimum  purchase level in any given year, the
          vendor may discontinue  certain  discounts,  allowances and incentives
          otherwise provided to the Company. In addition,  either the Company or
          the vendor, upon prior written notice, may terminate the agreements.

     (d)  Transport and Termination Charges

          The  Company  records  reciprocal  compensation  revenue  pursuant  to
          interconnection  agreements  with incumbent  local  exchange  carriers
          ("ILEC"s) for the transport and  termination of traffic  originated by
          ILEC customers,  including  Internet bound traffic.  Due to changes in
          the regulatory  environment  and as a means of gaining  certainty with
          respect  to  the  continued  collection  of  reciprocal   compensation
          revenue, the Company negotiated  voluntary settlement  agreements with

                                       14
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited), Continued

          certain  of its  ILEC  customers  that  provide  for  the  payment  of
          reciprocal compensation for terminating Internet bound traffic, but at
          rates lower than the Company had historically received.

          The  Company  has,  as of June  30,  2001,  a net  receivable  for the
          transport  and  termination  of  such  traffic  of  approximately  $22
          million.  The Company  received  cash of  approximately  $37  million,
          during the six months  ended June 30,  2001,  from  certain  ILECs for
          terminating local and toll traffic.

          The  Company  has  recognized   reciprocal   compensation  revenue  of
          approximately  $49 million and $16 million in the three  months  ended
          June 30, 2000 and 2001, respectively,  and $90 million and $33 million
          in the six months ended June 30, 2000 and 2001, respectively.

     (e)  Litigation

          During the third and fourth  quarters of 2000,  the Company was served
          with fourteen  lawsuits filed by various  shareholders  in the Federal
          District Court for the District of Colorado.  All of the suits name as
          defendants the Company,  the Company's former CEO, J. Shelby Bryan and
          the Company's former President,  John Kane.  Additionally,  one of the
          complaints  names the Company's  former  President,  William S. Beans,
          Jr., as a defendant.  All of the complaints seek  unspecified  damages
          for  alleged  violations  of Rules  10(b) and 20(a) of the  Securities
          Exchange Act of 1934. The complaints  seek class action  certification
          for  similarly  situated  shareholders.  It is  anticipated  that  the
          lawsuits  will be  consolidated  and that the Court will choose a lead
          plaintiff's  counsel.  The  Company  has  retained  legal  counsel and
          intends to vigorously  defend against these lawsuits.  The Company has
          also tendered  these claims to the Company's  insurers.  At this time,
          the claims  against  the  Company  have been  stayed  pursuant  to the
          Company's filing for bankruptcy.

          In January 2001,  certain  shareholders of ICG Funding, a wholly owned
          subsidiary  of the  Company,  filed an adversary  proceeding  with the
          Bankruptcy  Court (Case  number  00-04238  PJW  Jointly  Administered,
          Adversary  Proceeding  No.  01-000  PJW)  against  the Company and ICG
          Funding.  The  shareholders in this adversary action sought to recover
          approximately $2.3 million from an escrow account  established to fund
          certain  dividend  payments  to  holders of the  Funding  Exchangeable
          Preferred  Securities.   Because  of  ICG  Funding  having  filed  for
          bankruptcy  protection,  ICG Funding did not declare the last dividend
          that was to have been paid with the  remaining  proceeds of the escrow
          account.  In April  2001,  the  Company  and ICG  Funding  finalized a
          settlement  agreement with the shareholders  that has been approved by
          the  Bankruptcy  Court.  Under  the  terms  of  the  settlement,   the
          shareholders  received  approximately  two  thirds of the funds in the
          escrow account and the Company received the remaining one third of the
          escrowed funds, subject to certain contingencies and holdbacks related
          to shareholders that did not participate in the settlement.

          The Company is a party to certain other  litigation that has arisen in
          the ordinary  course of business.  In the opinion of  management,  the
          ultimate  resolution of these matters will not have a material adverse
          effect on the Company's financial condition,  results of operations or
          cash flows.

(8)  Summarized Financial Information of ICG Holdings, Inc.

     The 11 5/8% Senior  Discount Notes due 2007 issued by Holdings  during 1997
     are  guaranteed by ICG. The 12 1/2% Senior  Discount Notes due 2006 and the
     13 1/2% Senior  Discount Notes due 2005 issued by Holdings  during 1996 and
     1995, respectively, are guaranteed by ICG and Holdings-Canada.

     The  separate  complete  financial  statements  of  Holdings  have not been
     included herein because such disclosure is not considered to be material to
     the holders of the 11 5/8% Notes, the 12 1/2% Notes and the 13 1/2% Notes.

     However,  summarized  combined  financial  information for Holdings and its
     subsidiaries is as follows:

                                       15
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited), Continued

                Summarized Consolidated Balance Sheet Information

<TABLE>
<CAPTION>
                                                    December 31,     June 30,
                                                        2000           2001
                                                    -------------  -------------
                                                          (in thousands)

<S>                                                 <C>            <C>
     Current assets                                 $    325,851   $    202,631
     Property and equipment, net                         143,208        201,131
     Other non-current assets, net                        21,754         22,436
                                                    -------------  -------------
       Total assets                                 $    490,813   $    426,198
                                                    =============  =============

     Current liabilities                            $    248,745   $    289,638
     Liabilities subject to compromise                 2,508,080      2,479,185
     Long-term debt, less current portion                    883            883
     Capital lease obligations, less current
       portion                                                 -         50,356
     Other long-term liabilities                           1,090          1,090
     Redeemable preferred stock                          449,057        449,057
     Stockholder's deficit                            (2,717,042)    (2,844,011)
                                                    -------------  -------------
       Total liabilities and stockholders' deficit  $    490,813   $    426,198
                                                    =============  =============
</TABLE>

           Summarized Consolidated Statement of Operations Information

<TABLE>
<CAPTION>
                                      Three months ended     Six months ended
                                           June 30,              June 30,
                                     --------------------- ---------------------
                                        2000       2001       2000       2001
                                     ---------- ---------- ---------- ----------
                                                   (in thousands)

<S>                                  <C>        <C>        <C>        <C>
 Total revenue                       $ 167,428  $ 120,293  $ 320,305  $ 255,158
 Total operating costs and expenses    232,828    158,137    439,487    348,280
                                     ---------- ---------- ---------- ----------
 Operating loss                      $ (65,400) $ (37,844) $(119,182) $ (93,122)
                                     ========== ========== ========== ==========

 Loss from continuing operations     $(120,581) $ (50,196) $(240,325) $(126,969)
                                     ========== ========== ========== ==========

 Net loss                            $(120,226) $ (50,196) $(239,970) $(126,969)
                                     ========== ========== ========== ==========
</TABLE>

Condensed financial information for Holdings-Canada only is as follows:

                       Condensed Balance Sheet Information

<TABLE>
<CAPTION>
                                                    December 31,     June 30,
                                                        2000           2001
                                                    -------------  -------------
                                                          (in thousands)

<S>                                                 <C>            <C>
     Current assets                                 $         82   $         82
     Advances to subsidiaries                                  -              -
                                                    -------------  -------------
       Total assets                                 $         82   $         82
                                                    =============  =============

     Current liabilities                            $          -   $          -
     Liabilities subject to compromise                   (11,474)       (11,474)
     Due to parent                                             -              -
     Share of losses of subsidiaries                   2,717,042      2,844,011
     Shareholders' deficit                            (2,705,486)    (2,832,455)
                                                    -------------  -------------
       Total liabilities and shareholders' deficit  $         82   $         82
                                                    =============  =============
</TABLE>

                                       16
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited), Continued

                  Condensed Statement of Operations Information

<TABLE>
<CAPTION>
                                       Three months ended     Six months ended
                                           June 30,              June 30,
                                     --------------------- ---------------------
                                        2000       2001       2000       2001
                                     ---------- ---------- ---------- ----------
                                                   (in thousands)

<S>                                  <C>        <C>        <C>        <C>
Total revenue                        $       -  $       -  $       -  $       -
Total operating costs and expenses          12          -         12          -
                                     ---------- ---------- ---------- ----------
Operating loss                             (12)         -        (12)         -
Losses of subsidiaries                (120,226)   (50,196)  (239,970)  (126,969)
                                     ---------- ---------- ---------- ----------
Net loss attributable to common
  shareholders                       $(120,238) $ (50,196) $(239,982) $(126,969)
                                     ========== ========== ========== ==========
</TABLE>

(9)  Condensed  Financial  Information  of  ICG  Communications,  Inc.  ("Parent
     Company")

     The primary assets of ICG are its  investments in ICG Services,  ICG Tevis,
     ICG Funding and Holdings-Canada,  including advances to those subsidiaries.
     Certain  corporate  expenses of the Parent  Company  are  included in ICG's
     statement  of  operations  and were  approximately  $0.5  million  and $1.0
     million  for the three and six months  ended June 30,  2000,  respectively.
     Such expenses were $0.1 million for the three and six months ended June 30,
     2001. ICG has no operations  other than those of ICG Services,  ICG Funding
     and Holdings-Canada and their subsidiaries.

(10) Major Customer and Event Subsequent to June 30, 2001

     A  significant  amount of the Company's  revenue is derived from  long-term
     contracts  with  large   customers,   including  one  major  customer  (the
     "Customer").  For the  three  months  ended  June 30,  2001,  the  Customer
     accounted for approximately  14%, or $17.1 million,  of total revenue.  For
     the  six  months  ended  June  30,  2001,   the  Customer   accounted   for
     approximately  12%, or $30.7 million,  of total  revenue.  Revenue from the
     Customer  represented  less than 10% of total revenue for the three and six
     months ended June 30, 2000.

     Prior to the bankruptcy  filing,  the Customer and the Company  developed a
     number of important and mutually valuable business relationships,  governed
     by a plethora of contracts  (collectively the  "Pre-petition  Agreements").
     During the  pendency  of the  Chapter 11 cases,  both the  Company  and the
     Customer  asserted  various breaches of, and claims under, the Pre-petition
     Agreements.  Following  lengthy  negotiations,  the parties agreed to enter
     into a  settlement  resolving  all of the  claims and  issues  between  the
     parties (the  "Settlement  Agreement")  in order to continue a cooperative,
     mutually   beneficial   relationship  and  to  avoid   potentially   costly
     litigation.  The Settlement  Agreement was approved by the Bankruptcy Court
     in June 2001.

     Under the  Settlement  Agreement,  the  Company  agreed  to assume  certain
     executory  contracts,  as amended to  mutually  benefit  both  parties.  In
     addition,  the Settlement Agreement resolved issues related to pre-petition
     setoffs.  The Company  received  significant  benefits from the  Settlement
     Agreement including (i) eliminating all pre-petition unsecured claims; (ii)
     receiving $10 million in cash;  (iii)  modifying its service  contract with
     the  Customer to  eliminate  the risk that  current  revenue  levels  could
     materially  decrease;  and (iv) increasing  monthly revenue received by the
     Company  from the Customer by over $1.4 million per month for 36 months and
     over $1 million per month for the following 24 months.

     Pursuant to the terms of the Settlement  Agreement,  the Company  settled a
     $54.8 million net receivable from the Customer for $10.0 million, and wrote
     off $60.5  million in accruals and  payables and $22.1  million in deferred
     revenue.  The remaining $149.6 million of deferred revenue at September 30,
     2001,  related to an  agreement  to provide  the  Customer  with  exclusive
     service  over  designated  portions  of the  Company's  local  fiber  optic
     networks  (see note 7 (a)) was not fully  settled and remains  reflected in
     liabilities  subject to  compromise.  Based on the terms of the  Settlement
     Agreement,  the Company has recorded a gain of approximately $37.8 million.
     The  gain may be  adjusted  if  certain  transactions  contemplated  by the
     Settlement  Agreement are consummated.  It is not possible to determine the
     amount of the adjustments at this time.

                                       17
<PAGE>
                    ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited), Continued


(11) New Accounting Standards

     In June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
     Retirement  Obligations."  This  statement  deals with the costs of closing
     facilities and removing  assets.  SFAS No. 143 requires  entities to record
     the fair value of a legal liability for an asset  retirement  obligation in
     the period it is incurred. This cost is initially capitalized and amortized
     over the remaining  life of the  underlying  asset.  Once the obligation is
     ultimately settled,  any difference between the final cost and the recorded
     liability is recognized as a gain or loss on  disposition.  SFAS No. 143 is
     effective starting in 2003. The Company is currently  evaluating the impact
     this pronouncement will have on future financial results.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment or Disposal of Long-lived  Assets." SFAS No. 144 supersedes SFAS
     No. 121, "Accounting for the Impairment of Long-Lived Assets and for Assets
     to be Disposed of" and certain provisions of APB Opinion 30, "Reporting the
     Results of Operations - Reporting the Effects of Disposal of a Segment of a
     Business, and Extraordinary,  Unusual and Infrequently Occurring Events and
     Transactions."  SFAS No. 144 develops one  accounting  model for long-lived
     assets  that are to be  disposed  of by sale.  SFAS No. 144  requires  that
     long-lived  assets  that are to be  disposed  of by sale be measured at the
     lower of book value or fair value less cost to sell. Additionally, SFAS No.
     144 expands the scope of discontinued  operations to include all components
     of an entity with operations that (i) can be distinguished from the rest of
     the entity and (ii) will be eliminated  from the ongoing  operations of the
     entity in a disposal  transaction.  SFAS No. 144 is  effective  starting in
     2002.  The Company is currently  evaluating  the impact this  pronouncement
     will have on future financial results.

                                       18
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following  discussion includes certain  forward-looking  statements and
information  based on the beliefs of management as well as  assumptions  made by
management based on information currently available to the Company. When used in
this document,  the words "anticipate",  "believe",  "estimate" and "expect" and
similar  expressions,  as they  relate to the  Company  or its  management,  are
intended  to  identify   forward-looking   statements.   These   forward-looking
statements are intended to qualify as safe harbors from liability as established
by the Private Securities Litigation Reform Act of 1995. Such statements reflect
the current  views of the Company with respect to future  events and are subject
to certain risks,  uncertainties  and  assumptions.  Should one or more of these
risks or  uncertainties  materialize,  or should  underlying  assumptions  prove
incorrect,  actual  results may vary  materially  from those  described  in this
document.  These  forward-looking  statements are affected by important factors,
including, but not limited to, the following:

     o    The  uncertainty  of the  Company's  future as a result of filing  for
          protection under bankruptcy law;
     o    The   formulation,   approval   and   confirmation   of  a   plan   of
          reorganization;
     o    The significant amount of indebtedness incurred by the Company and the
          Company's ability to successfully restructure this indebtedness;
     o    The possibility of continued operating losses;
     o    The   Company's   ability   to   successfully    maintain   commercial
          relationships with its critical vendors and suppliers;
     o    The  Company's  ability to retain its major  customers  on  profitable
          terms;
     o    The extensive competition the Company will face;
     o    The Company's  ability to attract and retain qualified  management and
          employees;
     o    The Company's ability to access capital markets in a timely manner, at
          reasonable costs and on satisfactory terms and conditions; and
     o    Changes  in,  or the  Company's  inability  to comply  with,  existing
          government regulations.

     These  forward-looking  statements  speak  only  as of  the  date  of  this
Quarterly  Report.  The Company does not undertake  any  obligation to update or
revise  publicly  any  forward-looking  statements,  whether  as a result of new
information,  future events or otherwise. Although the Company believes that its
plans,   intentions   and   expectations   reflected  in  or  suggested  by  the
forward-looking  statements made in this Quarterly Report are reasonable,  there
is no assurance that such plans, intentions or expectations will be achieved.

     The results of  operations  for the six months ended June 30, 2000 and 2001
represent the consolidated  operating results of the Company. (See the unaudited
consolidated  financial  statements of the Company for the six months ended June
30, 2001 included  elsewhere herein.) The terms "fiscal" and "fiscal year" refer
to the Company's  fiscal year ending December 31. All dollar amounts are in U.S.
dollars.

COMPANY OVERVIEW

General

     ICG Communications,  Inc., a Delaware corporation ("ICG"), was incorporated
on April 11, 1996 and is the publicly-traded U.S. parent company of ICG Funding,
LLC, a special  purpose  Delaware  limited  liability  company and wholly  owned
subsidiary  of ICG ("ICG  Funding"),  ICG Holdings  (Canada)  Co., a Nova Scotia
unlimited liability company ("Holdings-Canada"),  ICG Holdings, Inc., a Colorado
corporation  ("Holdings"),  and ICG Services, Inc., a Delaware corporation ("ICG
Services") and their  subsidiaries.  ICG and its  subsidiaries  are collectively
referred  to as the  "Company."  The  Company's  common  stock was traded on the
NASDAQ National Market ("NASDAQ") stock exchange. However, due to the bankruptcy
filings described below, the NASDAQ halted trading of the Company's common stock
on November 14, 2000 and delisted the stock on November 18, 2000.

     The Company  provides  voice,  data and  Internet  communication  services.
Headquartered  in  Englewood,  Colorado,  the  Company  operates  an  integrated
metropolitan and nationwide fiber optic infrastructure to offer:

                                       19
<PAGE>



     o    Dial-Up Services  including  primary rate interface ("PRI") and remote
          access  services  ("RAS")  (sometimes  referred  to as  managed  modem
          services)  on a wholesale  basis to  national  and  regional  Internet
          service providers ("ISP"s).

     o    Point-to-Point  Broadband Service providing traditional special access
          service  to  long  distance  and  long-haul  carriers  and  medium  to
          large-sized  corporate  customers,  as well as switched access and SS7
          services.

     o    Corporate  Services,  primarily  retail  voice  and data  services  to
          businesses.

Bankruptcy Proceedings

     During the  second  half of 2000,  a series of  financial  and  operational
events materially  impacted ICG and its  subsidiaries.  These events reduced the
Company's  expected  revenue and cash flow  generation for the remainder of 2000
and 2001,  which in turn  jeopardized  the Company's  ability to comply with its
existing senior secured credit facility (the "Senior Facility").  As a result of
these and other events,  on November 14, 2000 (the "Petition Date") ICG and most
of its subsidiaries (except for certain non-operating entities), filed voluntary
petitions for protection  under Chapter 11 of the United States  Bankruptcy Code
in the Federal Court for the District of Delaware (the "Bankruptcy  Court"). The
filings were made in order to  facilitate  the  restructuring  of the  Company's
debt,  trade  liabilities  and other  obligations.  The  Company  and its filing
subsidiaries  are  currently  operating  as   debtors-in-possession   under  the
supervision of the Bankruptcy Court.

     Under the  Bankruptcy  Code,  the  rights  and  treatment  of  pre-petition
creditors and shareholders are expected to be substantially altered. As a result
of these  bankruptcy  proceedings,  virtually all  liabilities,  litigation  and
claims  against the Debtors that were in  existence as of the Petition  Date are
stayed  unless  the stay is  modified  or lifted or payment  has been  otherwise
authorized by the Bankruptcy  Court. At this time, it is not possible to predict
the outcome of the Chapter 11 cases in general, the effects of such cases on the
Company's   business,   or  the  effects  on  the  interests  of  creditors  and
shareholders.   Because  of  the  bankruptcy  filings,   all  of  the  Company's
liabilities incurred prior to the Petition Date, including certain secured debt,
are subject to compromise.

     Further,  due to the  bankruptcy  filing and  related  events,  there is no
assurance  that  the  carrying  amounts  of  assets  will  be  realized  or that
liabilities   will  be   liquidated   or  settled  for  the  amounts   recorded.
Consequently, there is substantial doubt about the Company's ability to continue
as a going concern. The ability of the Company to continue as a going concern is
dependent upon, but not limited to, formulation, approval, and confirmation of a
plan of  reorganization,  adequate  sources of capital,  customer  and  employee
retention,  the  ability to provide  high  quality  services  and the ability to
sustain  positive results of operations and cash flows sufficient to continue to
operate.  In September  2000,  the Company  initiated an internal  restructuring
process in order to conserve capital and address various  financial  issues.  To
lead the restructuring,  the Company hired Randall Curran as its Chief Executive
Officer.  The Company  also  retained  Zolfo  Cooper,  LLC as its  restructuring
advisor and Dresdner  Kleinwort &  Wasserstein,  Inc.  ("DrKW") as its financial
advisor.

     In  conjunction  with the  bankruptcy  filing,  the Company  entered into a
Debtor-in-Possession  Revolving Credit Agreement (the "Credit  Agreement") of up
to $350 million, which was subsequently amended to $200 million. As of September
30, 2001, no amounts had been drawn under the Credit  Agreement.  On November 7,
2001 the Company  terminated  the Credit  Agreement  because it expects that the
$144 million in cash and short-term investments as of September 30, 2001 will be
sufficient to fund operations during the bankruptcy process.

     ICG is  focusing  on  improving  its  overall  profitability  and  began  a
restructuring  process  in the  second  half  of 2000  that  has  resulted  in a
substantial  reduction in operating and capital  expenditures.  These reductions
include  reducing  the  full-time  employee  count  from 2,975 at the end of the
second  quarter of 2000 to 2,054 as of year-end  2000, and 1,389 as of September
30,  2001.  The  Company has met with  essential  vendors in an effort to ensure
continued  access to  required  equipment  and  services.  The  Company  is also
executing  a  customer   retention   campaign   designed  to  enhance   customer
relationships   throughout  the  restructuring   process  and  thereafter.   ICG
anticipates  these   restructuring   efforts  will  conserve  capital,   enhance
profitability and assist in retaining key customers.

     During the  pendancy of its Chapter 11 case,  the Company has  continued to
provide on-going services to its customers while implementing a revised strategy
intended to meet customer  commitments and maximize  short-term cash flow. Under
the revised  strategy,  the Company's  operations will focus on existing markets
where the Company has capacity thereby allowing the Company to add customers for
nominal  incremental  cost and earn a  better  return  on  existing  assets.  In
addition,  the Company  intends to focus on product sales that utilize  existing

                                       20
<PAGE>

infrastructure  to reduce capital  required in the short-term.  In general,  the
Company  will scale its  geographic  expansion  and  delivery of new products to
better  match  its  network   capacity,   technical   capabilities  and  capital
availability.  The Company's  22-city  expansion plan  originally  scheduled for
completion at year-end 2000 has been postponed indefinitely.

     On December 19, 2001 the Debtors  filed a proposed  Plan of  Reorganization
(the "Plan") and a Disclosure  Statement with the Bankruptcy  Court. The Plan is
premised on the substantive  consolidation of all of the Debtors for purposes of
Plan  voting,   confirmation  and  distribution  of  claim  proceeds.  The  Plan
contemplates the conversion of the Debtors' existing  unsecured debt into common
equity in the  post-bankruptcy,  reorganized company. The Plan also contemplates
the issuance of new secured notes to the Debtors' existing secured lenders.  The
Plan calls for the cancellation of all equity  securities issued by the Debtors,
including  all common  stock,  preferred  stock,  options  and  warrants.  It is
anticipated  that a hearing on the adequacy of the Disclosure  Statement will be
held in the Bankruptcy  Court on February 1, 2002.  Consummation  of the Plan is
contingent upon receiving Bankruptcy Court approval,  as well as the approval of
certain  classes of  creditors.  No assurance can be given that the Plan will be
approved or that the Company  will be  successful  in  reorganizing  its affairs
within the Chapter 11 proceedings.

     The  Company,  assisted  by its  investment  banker,  DrKW,  evaluated  the
enterprise  value of the Company in  connection  with the filing of its Plan and
Disclosure  Statement on December 19, 2001. The enterprise  value of the Company
on a going  concern  basis was  estimated  to be between  $350  million and $500
million.  This valuation of the Company results in a valuation of the new common
equity to be issued under the Plan and Disclosure  Statement,  in the aggregate,
between  approximately  $136  million  and $287  million,  which is  derived  by
subtracting from the Company's enterprise value the projected funded debt on the
pro  forma  balance  sheet  for  the  Company  on the  date  of  emergence  from
bankruptcy.  The valuation is based on numerous  assumptions,  including,  among
other things,  the achievement of certain  operating  results,  market values of
publicly-traded securities of other relevant companies, and general economic and
industry conditions.

     Under accounting guidelines commonly referred to as "Fresh Start", the fair
value  of all  assets  of the  Company  will be  estimated  as it  emerges  from
bankruptcy in conformity with generally accepted accounting principles ("GAAP"),
specifically  Statement  of  Financial  Accounting  Standards  ("SFAS") No. 141,
"Business  Combinations."  The enterprise value range in the Plan implies that a
fair value  adjustment of up to $200 million to reduce the value of property and
equipment may be necessary.  However,  the Plan assumptions are likely to differ
from the actual  business  conditions at the date of emergence from  bankruptcy.
Therefore, the fair values assigned to assets upon emergence from bankruptcy may
also be different.  The fair value adjustment to property and equipment, if any,
will be recorded upon emergence from bankruptcy once the final  enterprise value
is determined.

Asset Impairment

     The Company has provided for the impairment of long-lived assets, including
goodwill, pursuant to SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived  Assets to be Disposed of." SFAS No. 121 requires that
long-lived  assets  and  certain  identifiable  intangibles  held and used by an
entity be reviewed for impairment  whenever  changes in  circumstances  indicate
that the carrying value of an asset may not be recoverable. Such events include,
but are not limited to, a significant  decrease in the market value of an asset,
a significant adverse change in the business climate that could affect the value
of an asset or a current  period  operating  or cash flow loss  combined  with a
history of operating or cash flow losses.  An impairment loss is recognized when
estimated  undiscounted  future  cash  flows,  before  interest,  expected to be
generated  by the asset are less than its  carrying  value.  Measurement  of the
impairment  loss is based on the  estimated  fair value of the  asset,  which is
generally  determined using valuation  techniques such as the discounted present
value of expected future cash flows, appraisals or other pricing models.

                                       21
<PAGE>

RESULTS OF OPERATIONS

     The following  table provides a breakdown of revenue,  operating  costs and
selling,  general and  administrative  expenses  for the Company for the periods
indicated. The table also shows certain revenue,  expenses,  operating loss, and
EBITDA as a percentage of the Company's total revenue.

<TABLE>
<CAPTION>
                                                                      Financial Data
                                           Three months ended June 30,               Six months ended June 30,
                                     --------------------------------------- ---------------------------------------
                                             2000                2001                2000                2001
                                     ------------------- ------------------- ------------------- -------------------
                                         $          %         $         %        $          %         $         %
                                     ---------- -------- ---------- -------- ---------- -------- ---------- --------
                                                                (unaudited)
                                                         ($ values in thousands)

Statement of Operations Data:
<S>                                  <C>        <C>      <C>        <C>      <C>        <C>      <C>        <C>
Revenue                                174,704      100    121,252      100    332,112      100    257,649      100
Operating costs                        102,589       59     84,813       70    185,491       56    197,375       77
Selling, general and administrative     49,676       28     26,470       22    104,765       32     57,166       22
Depreciation and amortization           72,892       42     16,194       13    137,491       41     32,183       12
Loss on disposal of asset                  545        -      7,562        6        545        -      7,633        3
Other, net                                 827        1          -        -      1,259        -          -        -
                                     ---------- -------- ---------- -------- ---------- -------- ---------- --------
  Operating loss                       (51,825)     (30)   (13,787)     (11)   (97,439)     (29)   (36,708)     (14)

Other Data:
EBITDA (1)                              22,439       13      9,969        8     41,856       13      3,108        1
Net cash provided (used) by
  operating activities                  79,948              24,290             103,079             (37,354)
Net cash used by investing
  activities                          (223,625)             (1,536)           (375,458)             (6,547)
Net cash provided (used) by
  financing activities                 599,036             (15,980)            665,243             (17,783)
Capital expenditures (2)               347,461              59,376             562,368              67,274
</TABLE>

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             Statistical Data (unaudited) (3)
                                            June 30,   September 30,  December 31,    March 31,    June 30,
                                              2000         2000           2000          2001         2001
                                           ----------  -------------  ------------  ------------  -----------

<S>                                        <C>         <C>            <C>           <C>           <C>
Full time employees                            2,975          2,811         2,054         1,476        1,422
Access lines in service, in thousands (4)      1,113          1,074           950           778          719
Buildings connected:
  On-net                                         924            936           925           925          881
  Hybrid (5)                                   8,228          8,584         8,659         8,151        7,264
                                           ----------  -------------  ------------  ------------  -----------
    Total buildings connected                  9,152          9,520         9,584         9,076        8,145
Operational switches:
  Circuit                                         43             47            47            44           44
  ATM                                             24             24            26            26           27
                                           ----------  -------------  ------------  ------------  -----------
    Total operational switches                    67             71            73            70           71
Regional fiber route miles (6):
  Operational                                  4,767          4,816         5,577         5,577        5,577
  Under construction                             495            508             -             -            -
Regional fiber strand miles (7):
  Operational                                184,064        192,422       166,498       166,498      166,498
  Under construction                          12,254         14,891             -             -            -
Collocations with ILECs                          188            188           160           160          160
</TABLE>


(1)  EBITDA consists of loss from continuing operations before interest,  income
     taxes,  reorganization  expenses,  depreciation  and  amortization,   other
     expense,  net, accretion and preferred dividends on preferred securities of
     subsidiaries and certain  nonrecurring  charges such as the net loss (gain)
     on  disposal  of  long-lived  assets and  other,  net  operating  costs and
     expenses,  including deferred compensation.  EBITDA is presented to enhance
     an understanding of the Company's  operating results and is not intended to
     represent  cash flows or results of operations in accordance  with GAAP for
     the periods  indicated.  EBITDA is not a measurement  under GAAP and is not
     necessarily  comparable with similarly  titled measures of other companies.
     Net cash  flows from  operating,  investing  and  financing  activities  of
     continuing  operations as determined using GAAP are also presented in Other
     Data.
                                       22
<PAGE>

(2)  Capital  expenditures  include assets acquired with cash,  payables,  under
     capital leases, and pursuant to IRU agreements.

(3)  Amounts  presented are for  three-month  periods ended, or as of the end of
     the period presented.

(4)  Access lines in service at June 30, 2001 includes lines provisioned through
     the Company's  switch and through resale and other  agreements with various
     local exchange  carriers.  Beginning in the six months ended June 30, 2001,
     access lines in service include only provisioned lines generating revenue.

(5)  Hybrid buildings  connected  represent buildings connected to the Company's
     network via another carrier's facilities.

(6)  Regional  fiber  route  miles  refers to the number of miles of fiber optic
     cable,  including  leased  fiber.  As of June 30,  2001,  the  Company  had
     approximately 5,577 regional fiber route miles.  Regional fiber route miles
     under construction represents fiber under construction.

(7)  Regional  fiber strand  miles refers to the number of regional  fiber route
     miles,  including leased fiber, along a telecommunications  path multiplied
     by the number of fiber strands  along that path.  As of June 30, 2001,  the
     Company had  approximately  166,498  regional fiber strand miles,  of which
     46,097  regional  fiber strand miles were leased  under  operating  leases.
     Regional  fiber  strand  miles under  construction  represents  fiber under
     construction.

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

Revenue

<TABLE>
<CAPTION>
                                  Three Months Ended June 30,
                            ----------------------------------------
                                   2000                 2001
                            -------------------- -------------------
                               $          %         $         %
                            ---------  --------- --------- ---------
                                    ($ values in thousands)
<S>                         <C>        <C>       <C>       <C>
Dial-Up                       51,235         29    40,658        34
Point-to-Point Broadband      43,878         25    40,309        33
Corporate Services            30,132         17    24,549        20
Reciprocal Compensation       49,459         29    15,736        13
                            ---------  --------- --------- ---------
   Total Revenue             174,704        100   121,252       100
                            =========  ========= ========= =========
</TABLE>

     Total revenue  decreased $53.5 million,  or 31%, for the three months ended
June 30,  2001  compared  with the same period in 2000.  All revenue  categories
decreased from 2000 to 2001, particularly Reciprocal Compensation revenue, which
decreased $33.7 million, or 68% from the prior year.

     Dial-Up  revenue  is earned by  providing  PRI ports  (one and two way) and
managed modem (IRAS) services to ISPs and other communication service companies.
Dial-Up revenue  decreased $10.6 million,  or 21%, from $51.2 million in 2000 to
$40.7 million in 2001.  The decrease in Dial-Up  revenue was primarily due a 22%
decrease in average monthly revenue per port. Dial-Up revenue's  contribution to
total  revenue rose from 29% in the second  quarter of 2000 to 34% in the second
quarter of 2001.

     Point-to-Point  Broadband  revenue is generated  from  service  provided to
interexchange  carriers ("IXC"s) and end-user business  customers.  This service
provides dedicated  bandwidth and offers DS1 to OC-192 capacity to connect:  (i)
long-haul carriers to local markets, large companies and other long-haul carrier
facilities;  and (ii) large companies to their long distance carrier  facilities
and other facilities.  Point-to-Point  Broadband revenue decreased $3.6 million,
or 8%, from $43.9  million in 2000 to $40.3  million in 2001,  primarily  due to
lower  special  access,  switched  access  and  SS7  revenues,  which  decreased
primarily  due  increased  customer  churn  levels.   Point-to-Point   Broadband
revenue's  contribution  to total revenue rose from 25% in the second quarter of
2000 to 33% in the second quarter of 2001.

     Corporate   Services  revenue  includes  local,  long  distance,   enhanced
telephony and data services to businesses over its fiber optic networks  located
in major  metropolitan  areas  in  California,  Colorado,  Ohio,  Texas  and the
Southeast. Corporate Services revenue decreased $5.6 million, or 19%, from $30.1
million in 2000 to $24.5 in 2001.  The billed line count  decreased 11% from the
second  quarter of 2000 to the  second  quarter  of 2001,  due to  transitioning
customers  in  non-focus  areas to other  carriers,  while the  average  monthly
revenue per line decreased 8%. Corporate Services revenue for the second quarter
of 2001 reflects a 59% decrease in long distance  revenue,  due to the continued
attrition  of  resale  access  lines  which  had  high  long  distance   service
penetration rates. In addition, carrier access billing service revenue decreased

                                       23
<PAGE>

23% primarily  due to revenue  earned but not  recognized  because of collection
concerns.  The Company  entered into an agreement to transfer its long  distance
revenue stream in the fourth  quarter of 2001.  These  customers  generated $3.3
million  and $1.3  million in the three  months  ended  June 30,  2000 and 2001,
respectively. The related margin was not significant.

     Reciprocal Compensation has historically constituted an important source of
revenue for the Company.  Reciprocal  Compensation  revenue is primarily  earned
pursuant to  interconnection  agreements with incumbent local exchange  carriers
("ILEC"s)  for  the  transport  and  termination  of  calls  originated  by ILEC
customers,  including  Internet  bound calls.  Due to changes in the  regulatory
environment  and as a means of gaining  certainty  with respect to the continued
collection of Reciprocal  Compensation revenue, the Company negotiated voluntary
settlement  agreements  with certain of its ILEC  customers in the first half of
2000 that provide for the payment of Reciprocal Compensation for terminating ISP
traffic,  but at rates lower than the Company had  historically  received.  As a
result, Reciprocal  Compensation's  contribution to total revenue decreased from
29% in 2000 to 13% in 2001.  The  decrease in  Reciprocal  Compensation  revenue
reflects a 5% decrease  in minutes of use  ("MOU"s)  and an 67%  decrease in the
average revenue earned per MOU. The Company  anticipates  that due to changes in
the regulatory  environment,  Reciprocal  Compensation  revenue will continue to
decline in the future.

     A  significant  amount of the Company's  revenue is derived from  long-term
contracts  with large  customers,  including one major  customer.  For the three
months ended June 30, 2001, this customer  accounted for  approximately  14%, or
$17.1 million,  of total revenue.  Revenue from this customer  represented  less
than 10% of total revenue for the three months ended June 30, 2000.  The loss of
this customer,  or other  significant  customers,  could have a material adverse
effect on the Company's financial condition and results of operations.

Operating costs

     Total  operating  costs  decreased  from $103  million for the three months
ended June 30, 2000 to $85 million for the same period in 2001, a 17%  decrease.
Operating costs consist primarily of payments to ILECs,  other competitive local
exchange carriers  ("CLEC"s),  and long distance carriers for the use of network
facilities  to  support  local,  special,  switched  access  services,  and long
distance services as well as internal network operating costs, right of way fees
and other operating costs.  Internal network operating costs include the cost of
engineering and operations personnel dedicated to the operations and maintenance
of the  network.  In the  second  quarter  of 2000,  the  Company  significantly
increased  the  number of leased  PRI and  related  backbone/backhaul  expenses.
Through the bankruptcy proceedings, the Company has significantly reduced excess
leased capacity,  thereby reducing operating costs. Operating costs increased as
a percentage of revenue from 59% for 2000 to 70% for 2001,  primarily due to the
decrease in  reciprocal  compensation  revenue,  which  generates  significantly
higher margins than the Company's other revenue sources.

Selling, general and administrative expenses

     Total selling,  general and administrative ("SG&A") expenses decreased from
$50 million for the three months ended June 30, 2000 to $26 million for the same
period in 2001, a 47%  decrease.  SG&A  expenses  decreased  as a percentage  of
revenue  from  28%  for  2000  to 22%  for  2001.  This  decrease  is  primarily
attributable  to higher  staff  levels in 2000 than in 2001.  The number of full
time employees  decreased from 2,975 at June 30, 2000 to 1,422 at June 30, 2001,
while the average number of employees decreased 51%. The decrease is also due to
lower  facilities  costs as the Company  consolidates  its locations  during the
restructuring process.

Depreciation and amortization

     Depreciation  and  amortization  decreased  from $73  million for the three
months  ended June 30,  2000 to $16  million  for the same  period in 2001.  The
decrease  is due to the  reduced  asset  values as a result of the $1.7  billion
asset impairment recorded at December 31, 2000.

Loss on disposal of asset

     Loss on disposal of asset of  approximately $8 million for the three months
ended  June 30,  2001  relates  to the loss on the  sale  and  leaseback  of the
Company's headquarters.

Interest expense

     Interest expense decreased from $67 million for the three months ended June
30, 2000 to $11 million for the same period in 2001. Interest on debt subject to
compromise ceased to accrue as of the Petition Date.  Contractual  interest that

                                       24
<PAGE>

was not recorded due to the bankruptcy  proceedings  totaled $60 million for the
three  months ended June 30,  2001.  Included in interest  expense for the three
months  ended June 30,  2000 and 2001 was $56  million and $1 million of noncash
interest,  respectively.  Additionally,  interest  expense  is net  of  interest
capitalized  related to  construction in progress of $3 million and $0.6 million
during the three months ended June 30, 2000 and 2001, respectively.

Interest income

     Interest income  decreased from $11 million for the three months ended June
30, 2000 to $2 million for the same period in 2001. The decrease is attributable
to the decrease in cash, cash equivalents and short-term investments balances.

Reorganization Expenses

     Reorganization  expenses of $11 million for the three months ended June 30,
2001 consist of costs  associated with the bankruptcy  proceedings  that are not
directly  attributable  to the ongoing  operations  of the  Company.  Such costs
include $6 million in  professional  and legal fees, $2 million in severance and
retention  costs,  $2 million in line cost  cancellation  fees and $1 million in
costs related to the closing of certain switch sites.

Accretion and preferred dividends on preferred securities of subsidiaries

     Accretion  of costs and  preferred  dividends on  preferred  securities  of
subsidiaries  was $17  million for the three  months  ended June 30,  2000.  The
Company did not record any amounts  during the three  months ended June 30, 2001
as all offering costs were written off and discounts accreted as of December 31,
2000.  Accretion and preferred dividends on preferred securities of subsidiaries
recorded  during the three months ended June 30, 2000 consisted of the accretion
of  issuance  costs  and  the  accrual  of the  preferred  securities  dividends
associated with the 6 3/4%  Exchangeable  Limited  Liability  Company  Preferred
Securities  Mandatorily Redeemable 2009, the 14% Preferred Stock and the 14 1/4%
Preferred Stock.

Accretion  and  dividends  of  8%  Series  A  Convertible  Preferred  Stock  to
liquidation value

     Accretion  and  dividends  of 8% Series A  Convertible  Preferred  Stock to
liquidation  value in 2000 is comprised of the  dividends  and the  accretion to
liquidation value of the 8% Series A Convertible Preferred Stock of $14 million.

Charge for beneficial  conversion feature of 8% Series A Convertible  Preferred
Stock

     Charge for beneficial conversion of 8% Series A Convertible Preferred Stock
during  the three  months  ended  June 30,  2000  relates  to the charge of $159
million of the proceeds of the 8% Series A Convertible Preferred Stock which was
allocated to the intrinsic  value of the  beneficial  conversion  feature of the
convertible preferred securities to additional paid-in capital. As the 8% Series
A Convertible  Preferred  Stock is  immediately  convertible  into shares of ICG
common stock, the beneficial conversion feature was recognized  immediately as a
return to the  preferred  shareholders  during the three  months  ended June 30,
2000.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

Revenue

<TABLE>
<CAPTION>
                                   Six Months Ended June 30,
                            ----------------------------------------
                                   2000                 2001
                            -------------------- -------------------
                               $          %         $         %
                            ---------  --------- --------- ---------
                                    ($ values in thousands)
<S>                         <C>        <C>       <C>       <C>
Dial-Up                       85,594         26    87,251        34
Point-to-Point Broadband      94,223         28    81,374        32
Corporate Services            61,818         19    56,240        22
Reciprocal Compensation       90,477         27    32,784        12
                            ---------  --------- --------- ---------
   Total Revenue             332,112        100   257,649       100
                            =========  ========= ========= =========
</TABLE>

     Total revenue  decreased  $74.5  million,  or 22%, for the six months ended
June 30,  2001  compared  with the same  period in 2000.  The  decrease  was due
primarily  to a $57.7  million,  or 64%,  decrease  in  Reciprocal  Compensation
revenue, a $12.9 million,  or 14%, decrease in Point-to-Point  Broadband revenue

                                       25
<PAGE>

and a $5.6 million,  or 9%, decrease in Corporate  Services revenue.  Offsetting
the decreases, Dial-Up revenue increased $1.7 million, or 2%.

     The  increase in Dial-Up  revenue was  primarily  due to a 22%  increase in
customer  access ports in service,  offset by an 16% decrease in average monthly
revenue per port. Dial-Up revenue's  contribution to total revenue rose from 26%
in the first half of 2000 to 34% in the first half of 2001.

     The decrease in Point-to-Point Broadband revenue was primarily due to $11.5
million in non-recurring  revenue  recognized in the first quarter of 2000 under
the Company's  fiber optic lease  agreement with a major  carrier.  In addition,
special  access,  switched  access and SS7 revenues  decreased  primarily due to
increased customer churn levels. Point-to-Point Broadband revenue's contribution
to total  revenue  rose from 28% in the  first  half of 2000 to 32% in the first
half of 2001.

     Corporate  Services revenue decreased due to 2% decrease in the billed line
count, due to transitioning  customers in non-focus areas to other carriers, and
an 8% decrease  in the average  monthly  revenue  per line.  Corporate  Services
revenue  for the first half of 2001  reflects a 43%  decrease  in long  distance
revenue,  due to the  continued  attrition of resale access lines which had high
long distance  service  penetration  rates. In addition,  carrier access billing
service revenue decreased 28% primarily due to revenue earned but not recognized
because of  collection  concerns.  The  Company  entered  into an  agreement  to
transfer its long distance  revenue stream in the fourth quarter of 2001.  These
customers  generated  $6.7 million and $3.8 million in the six months ended June
30, 2000 and 2001, respectively. The related margin was not significant.

     Reciprocal Compensation's  contribution to total revenue decreased from 27%
in 2000 to 12% in 2001. The decrease in Reciprocal Compensation revenue reflects
a 5% decrease in MOUs and an 67% decrease in the average revenue earned per MOU.
The  Company  anticipates  that due to  changes in the  regulatory  environment,
Reciprocal Compensation revenue will continue to decline in the future.

     A  significant  amount of the Company's  revenue is derived from  long-term
contracts with large customers, including one major customer. For the six months
ended June 30, 2001,  this customer  accounted for  approximately  12%, or $30.7
million, of total revenue.  Revenue from this customer represented less than 10%
of total  revenue  for the six  months  ended  June 30,  2000.  The loss of this
customer, or other significant  customers,  could have a material adverse effect
on the Company's financial condition and results of operations.

Operating costs

     Total  operating costs increased from $185 million for the six months ended
June 30, 2000 to $197 million for the same period in 2001, a 6% increase. In the
second quarter of 2000, the Company significantly increased the number of leased
PRI and related backbone/backhaul  expenses. Through the bankruptcy proceedings,
the Company has significantly  reduced excess leased capacity,  thereby reducing
operating  costs.  However,  much of these savings were not realized until after
March 31, 2001.  Operating  costs  increased as a percentage of revenue from 56%
for  2000  to  77%  for  2001,  primarily  due  to the  decrease  in  reciprocal
compensation  revenue,  which  generates  significantly  higher margins than the
Company's other revenue sources.

Selling, general and administrative expenses

     Total  selling,  general and  administrative  expenses  decreased from $105
million  for the six months  ended  June 30,  2000 to $57  million  for the same
period in 2001, a 45%  decrease.  SG&A  expenses  decreased  as a percentage  of
revenue  from  32%  for  2000  to 22%  for  2001.  This  decrease  is  primarily
attributable  to higher  staff  levels in 2000 than in 2001.  The number of full
time employees  decreased from 2,975 at June 30, 2000 to 1,422 at June 30, 2001,
while the average number of employees decreased 46%. The decrease is also due to
lower  facilities  costs as the Company  consolidates  its locations  during the
restructuring process.

Depreciation and amortization

     Depreciation  and  amortization  decreased  from $137  million  for the six
months  ended June 30,  2000 to $32  million  for the same  period in 2001.  The
decrease  is due to the  reduced  asset  values as a result of the $1.7  billion
asset impairment recorded at December 31, 2000.

                                       26
<PAGE>

Loss on disposal of asset

     Loss on  disposal of asset of  approximately  $8 million for the six months
ended  June 30,  2001  relates  to the loss on the  sale  and  leaseback  of the
Company's headquarters.

Interest expense

     Interest expense  decreased from $129 million for the six months ended June
30, 2000 to $24 million for the same period in 2001. Interest on debt subject to
compromise ceased to accrue as of the Petition Date.  Contractual  interest that
was not recorded due to the bankruptcy  proceedings totaled $120 million for the
six months ended June 30, 2001.  Included in interest expense for the six months
ended  June  30,  2000  and 2001 was $108  million  and $3  million  of  noncash
interest,  respectively.  Additionally,  interest  expense  is net  of  interest
capitalized  related to  construction  in  progress of $4 million and $1 million
during the six months ended June 30, 2000 and 2001, respectively.

Interest income

     Interest  income  decreased  from $15 million for the six months ended June
30, 2000 to $4 million for the same period in 2001. The decrease is attributable
to the decrease in cash, cash equivalents and short-term investments balances.

Reorganization expenses

     Reorganization  expenses of $32  million for the six months  ended June 30,
2001 consist of costs  associated with the bankruptcy  proceedings  that are not
directly  attributable  to the ongoing  operations  of the  Company.  Such costs
include $13 million in legal and professional fees, $12 million in severance and
retention  costs,  $3 million in costs related to the closing of certain  switch
sites, $3 million in line cost cancellation fees and $1 million of other costs.

Accretion and preferred dividends on preferred securities of subsidiaries

     Accretion  of costs and  preferred  dividends on  preferred  securities  of
subsidiaries was $34 million for the six months ended June 30, 2000. The Company
did not record any  amounts  during  the six months  ended June 30,  2001 as all
offering costs were written off and discounts  accreted as of December 31, 2000.
Accretion  and  preferred  dividends on  preferred  securities  of  subsidiaries
recorded during the six months ended June 30, 2000 consisted of the accretion of
issuance costs and the accrual of the preferred  securities dividends associated
with the 6 3/4% Exchangeable  Limited  Liability  Company  Preferred  Securities
Mandatorily  Redeemable  2009, the 14% Preferred Stock and the 14 1/4% Preferred
Stock.

Accretion  and  dividends  of  8%  Series  A  Convertible  Preferred  Stock  to
liquidation value

     Accretion  and  dividends  of 8% Series A  Convertible  Preferred  Stock to
liquidation  value in 2000 is comprised of the  dividends  and the  accretion to
liquidation value of the 8% Series A Convertible Preferred Stock of $14 million.

Charge for beneficial  conversion feature of 8% Series A Convertible  Preferred
Stock

     Charge for beneficial conversion of 8% Series A Convertible Preferred Stock
during the six months  ended June 30, 2000 relates to the charge of $159 million
of the  proceeds  of the 8%  Series A  Convertible  Preferred  Stock  which  was
allocated to the intrinsic  value of the  beneficial  conversion  feature of the
convertible preferred securities to additional paid-in capital. As the 8% Series
A Convertible  Preferred  Stock is  immediately  convertible  into shares of ICG
common stock, the beneficial conversion feature was recognized  immediately as a
return to the preferred shareholders during the six months ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has incurred  significant  operating and net losses as a result
of the development  and operation of its networks.  The Company expects that its
operating  losses will  continue as it operates as a  debtor-in-possession  as a
result of its  Chapter 11  bankruptcy  filing.  Further,  due to the  bankruptcy
filing and related  events,  there is no assurance that the carrying  amounts of
assets will be realized or that  liabilities  will be  liquidated or settled for
the  amounts  recorded.  Consequently,  there is  substantial  doubt  about  the
Company's ability to continue as a going concern.

                                       27
<PAGE>

     At June 30,  2001,  the  Company  had cash and  short-term  investments  of
approximately  $146  million.  On December 4, 2000,  the Company  finalized  its
Debtor-in-Possession  Revolving  Credit Agreement with Chase Manhattan Bank (the
"Credit  Agreement").  The Credit Agreement  originally  provided for up to $350
million in financing,  which was  subsequently  amended to $200  million.  As of
September  30, 2001,  the Company had cash and  short-term  investments  of $144
million,  with no amounts drawn under the Credit Agreement.  On November 7, 2001
the Company terminated the Credit Agreement.

     Management  believes that cash and short-term  investments of approximately
$151 million at November 30, 2001,  along with protection  under bankruptcy law,
should   enable  the  Company  to  fund   operations   through  the   bankruptcy
restructuring  process.  However,  there can be no assurance that such resources
will be sufficient for anticipated or unanticipated  working capital and capital
expenditure   requirements,   or  that  the  Company  will  achieve  or  sustain
profitability or positive EBITDA in the future.

     At June 30, 2001, the Company had $2,750 million of liabilities outstanding
subject to  compromise,  including  $1,969 million of  indebtedness,  and $1,366
million of mandatorily  redeemable  preferred  shares. As a result of filing for
protection  under bankruptcy law, the Company is not currently paying any of the
debt service or preferred stock dividend  obligations that have been outstanding
since November 14, 2000,  except for certain  interest-only  payments on some of
the  Company's  secured  debt.  In addition,  future  payment of  principal  and
interest on all of the outstanding  indebtedness  and dividends on the preferred
shares is subject to court approval and may be discharged in whole or in part in
bankruptcy  with proceeds  from the court  approved  plan of  reorganization  or
liquidation  of the Company.  At this time,  there can be no assurance as to the
amount of payment, if any, that will be made to these debtors and shareholders.

     The  Company's  Plan filed with the  Bankruptcy  Court on December 19, 2001
does not require any additional  debt or equity  financing.  No assurance can be
given that the Plan will be approved by the Bankruptcy Court or that the Company
will  be  successful  in   reorganizing   its  affairs  within  the  Chapter  11
proceedings.

Net Cash Provided (Used) By Operating Activities

     The  Company's  operating  activities  provided  $103  million and used $37
million for the six months ended June 30, 2000 and 2001, respectively.  Net cash
provided  (used)  by  operating  activities  is  primarily  due to  losses  from
continuing  operations,  changes in working capital items and  depreciation  and
amortization. Net cash provided by operating activities for the six months ended
June 30, 2000 also  includes  approximately  $109  million of deferred  interest
expense, which interest was not accrued or deferred in the six months ended June
30, 2001 due to the Company's bankruptcy proceedings.

Net Cash Used By Investing Activities

     Investing  activities  used $375  million  and $7 million in the six months
ended  June  30,  2000  and  2001,  respectively.  Net  cash  used by  investing
activities  for the six months ended June 30, 2000  includes  proceeds  from the
sales of short-term  investments available for sale and marketable securities of
$19 million, offset by cash expended for the acquisition of property,  equipment
and other assets of $396 million.  Net cash used by investing activities for the
six  months  ended  June 30,  2001  primarily  includes  cash  expended  for the
acquisition  of property,  equipment and other assets of $17 million,  partially
offset by proceeds  from the sale of short-term  investments  available for sale
and  marketable  securities of $10 million.  The Company  acquired  assets under
capital leases of $50 million during the six months ended June 30, 2001.

Net Cash Provided (Used) By Financing Activities

     Financing activities provided $665 million in the six months ended June 30,
2000,  which includes  proceeds from the issuance of the 8% Series A Convertible
Preferred  Stock,  long-term  debt and  from the  issuance  of  common  stock in
conjunction with the exercise of options and warrants and the Company's employee
stock purchase plan,  offset by principal  payments on IRU agreement,  long-term
debt and  capital  leases and  payments  of  preferred  dividends  on  preferred
securities of subsidiaries. Cash used by financing activities for the six months
ended June 30, 2001 of $18 million consists  primarily of principal  payments on
capital lease obligations subject to compromise.

     On August 12, 1999, ICG Equipment and NetAhead  entered into a $200 million
senior secured financing  facility (the "Senior  Facility")  consisting of a $75
million term loan, a $100 million term loan and a $25 million  revolving line of
credit.  As of June 30,  2001,  $85 million was  outstanding  under the loans at
interest  rates of the prime rate plus 3.875% and 4.25% for the six months ended
June 30, 2001.

                                       28
<PAGE>

     As of June  30,  2001,  the  Company  had an  aggregate  accreted  value of
approximately  $2.0 billion  outstanding under the 13 1/2% Senior Discount Notes
due  2005,  the 12 1/2%  Senior  Discount  Notes due  2006,  the 11 5/8%  Senior
Discount Notes due 2007, the 10% Notes and the 9 7/8% Notes.

     As of June 30, 2001,  an aggregate  amount of $1.4 billion was  outstanding
under the 6 3/4%  Preferred  Securities,  the 14% Preferred  Stock,  the 14 1/4%
Preferred Stock and the 8% Series A Convertible Preferred Stock.

Capital Expenditures

     The Company's  capital  expenditures,  including assets acquired with cash,
under capital  leases and pursuant to IRU  agreements  were $606 million and $67
million for the six months ended June 30, 2000 and 2001, respectively.

     There is substantial  uncertainty  about the Company's  ability to complete
and place in service the Company's $202 million construction in progress balance
as of June 30, 2001.

Reciprocal Compensation

     ICG has, as of June 30, 2001, a net receivable for reciprocal  compensation
due under  interconnection  agreements with ILECs of approximately  $22 million.
ICG received cash of approximately  $37 million during the six months ended June
30, 2001, from ILECs for terminating local traffic. The Company anticipates that
due to changes in the regulatory  environment,  reciprocal  compensation revenue
will continue to decline in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's financial position and cash flows are subject to a variety of
risks in the normal course of business,  which include  market risks  associated
with  movements  in interest  rates and equity  prices.  The  Company  routinely
assesses  these risks and has  established  policies and  business  practices to
protect against the adverse effects of these and other potential exposures.  The
Company does not, in the normal  course of business,  use  derivative  financial
instruments for trading or speculative purposes.

                                       29
<PAGE>
                                     PART II

ITEM 1.   LEGAL PROCEEDINGS

          During the third and fourth  quarters of 2000,  the Company was served
          with fourteen  lawsuits filed by various  shareholders  in the Federal
          District Court for the District of Colorado.  All of the suits name as
          defendants the Company,  the Company's former CEO, J. Shelby Bryan and
          the Company's former President,  John Kane.  Additionally,  one of the
          complaints  names the Company's  former  President,  William S. Beans,
          Jr., as a defendant.  All of the complaints seek  unspecified  damages
          for  alleged  violations  of Rules  10(b) and 20(a) of the  Securities
          Exchange Act of 1934. The complaints  seek class action  certification
          for  similarly  situated  shareholders.  It is  anticipated  that  the
          lawsuits  will be  consolidated  and that the Court will choose a lead
          plaintiff's  counsel.  The  Company  has  retained  legal  counsel and
          intends to vigorously  defend against these lawsuits.  The Company has
          also tendered  these claims to the Company's  insurers.  At this time,
          the claims  against  the  Company  have been  stayed  pursuant  to the
          Company's filing for bankruptcy.

          In January 2001,  certain  shareholders of ICG Funding, a wholly owned
          subsidiary  of the  Company,  filed an adversary  proceeding  with the
          Bankruptcy  Court (Case  number  00-04238  PJW  Jointly  Administered,
          Adversary  Proceeding  No.  01-000  PJW)  against  the Company and ICG
          Funding.  The  shareholders in this adversary action sought to recover
          approximately $2.3 million from an escrow account  established to fund
          certain  dividend  payments  to  holders of the  Funding  Exchangeable
          Preferred  Securities.   Because  of  ICG  Funding  having  filed  for
          bankruptcy  protection,  ICG Funding did not declare the last dividend
          that was to have been paid with the  remaining  proceeds of the escrow
          account.  In April  2001,  the  Company  and ICG  Funding  finalized a
          settlement  agreement with the shareholders which has been approved by
          the  Bankruptcy  Court.  Under  the  terms  of  the  settlement,   the
          shareholders  received  approximately  two  thirds of the funds in the
          escrow account and the Company received the remaining one third of the
          escrowed funds, subject to certain contingencies and holdbacks related
          to shareholders that did not participate in the settlement.

          The Company is a party to certain other  litigation that has arisen in
          the ordinary  course of business.  In the opinion of  management,  the
          ultimate  resolution of these matters will not have a material adverse
          effect on the Company's financial condition,  results of operations or
          cash flows.

ITEM 2.   CHANGES IN SECURITIES

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Due to the bankruptcy proceedings discussed in note 1 to the Company's
          unaudited  consolidated  financial statements for the six months ended
          June 30, 2001,  the Company is currently in default under the 13 1/2 %
          Notes, 12 1/2% Notes,  11 5/8% Notes,  10% Notes, 9 7/8% Notes and the
          Senior Facility.  In addition,  the Company is in default under the 14
          1/4% Preferred Stock, 14% Preferred Stock, 6 3/4% Preferred Securities
          and 8% Series A Convertible Preferred Stock.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

          None.

ITEM 5.   OTHER INFORMATION

          None.

                                       30
<PAGE>
ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K

         (A)  Exhibits.

              (2)  Plan   of    acquisition,    reorganization,    arrangement,
                   liquidation or succession

                   2.2   Joint  Plan of  Reorganization  of ICG  Communications,
                         Inc.  and  Its   Affiliated   Debtors  and  Debtors  in
                         Possession [Incorporated by reference to Exhibit 2.2 to
                         ICG  Communications,  Inc.'s Current Report on Form 8-K
                         dated December 19, 2001].

                   2.3   Disclosure  Statement  with  Respect  to Joint  Plan of
                         Reorganization  of ICG  Communications,  Inc.  and  Its
                         Affiliated    Debtors   and   Debtors   in   Possession
                         [Incorporated  by  reference  to  Exhibit  2.3  to  ICG
                         Communications, Inc.'s Current Report on Form 8-K dated
                         December 19, 2001].

              (10) Material Contracts.

                   10.84 Amended and Restated Employment  Agreement,  dated June
                         21, 2001, by and between ICG Communications,  Inc., ICG
                         Holdings,  Inc.,  ICG Services,  Inc.,  ICG  Equipment,
                         Inc.,  and  ICG  Telecom,   Inc.,  and  Randall  Curran
                         [Incorporated  by  reference  to  Exhibit  10.84 to ICG
                         Communications,  Inc.'s  Quarterly  Report on Form 10-Q
                         for the quarterly period ended March 31, 2001].

          (B) Report on Form 8-K.

              The following  reports on Form 8-K were filed  by the  registrants
              during the three months ended June 30, 2001:

              None.

                                       31

<PAGE>
                                   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 January 9, 2002.



                                           ICG COMMUNICATIONS, INC.





Date:  January 9, 2002                  By: /s/Richard E. Fish, Jr.
                                           ----------------------------------
                                           Richard E. Fish, Jr., Executive
                                           Vice President and Chief Financial
                                           Officer (Principal Financial Officer)






Date:  January 9, 2002                  By: /s/John V. Colgan
                                           -------------------------------------
                                           John V. Colgan, Senior Vice President
                                           and Controller (Principal Accounting
                                           Officer)






<PAGE>
                                   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 January 9, 2002.



                                           ICG HOLDINGS (CANADA) CO.





Date:  January 9, 2002                  By: /s/Richard E. Fish, Jr.
                                           ----------------------------------
                                           Richard E. Fish, Jr., Executive
                                           Vice President and Chief Financial
                                           Officer (Principal Financial Officer)






Date:  January 9, 2002                  By: /s/John V. Colgan
                                           -------------------------------------
                                           John V. Colgan, Senior Vice President
                                           and Controller (Principal Accounting
                                           Officer)



<PAGE>
                                   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 January 9, 2002.



                                           ICG HOLDINGS, INC.





Date:  January 9, 2002                  By: /s/Richard E. Fish, Jr.
                                           ----------------------------------
                                           Richard E. Fish, Jr., Executive
                                           Vice President and Chief Financial
                                           Officer (Principal Financial Officer)






Date:  January 9, 2002                  By: /s/John V. Colgan
                                           -------------------------------------
                                           John V. Colgan, Senior Vice President
                                           and Controller (Principal Accounting
                                           Officer)