UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

                   For the quarterly period ended June 30, 2000

                                       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 Identification No.)
incorporation or organization)
--------------------------------------------------------------------------------
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 offices)   (Address of U.S. agent for 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 |X| No

      The number of  registrants'  outstanding  common shares as of August 11,
2000  were  51,933,460,  31,931,588  and  1,918,  respectively.  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.


                                        1

<PAGE>



                  ICG COMMUNICATIONS, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

             Six Months Ended June 30, 1999 and 2000 (unaudited)

<TABLE>
<CAPTION>

                                                                 Six months ended
                                                                        June 30,

                                                                --------------------
                                                                   1999       2000
                                                                ---------  ---------
                                                                  (in thousands)
<S>                                                           <C>           <C>
Cash flows from operating activities:
  Net loss                                                    $(25,698)     (244,461)
  Net (income) loss from discontinued operations                 8,762          (736)
  Extraordinary gain on sales of discontinued operations      (193,029)            -
  Adjustments to reconcile net loss to net cash used by
    operating activities:
   Recognition of deferred gain                                (10,498)       (6,239)
   Accretion and preferred dividends on preferred securities
    of subsidiaries                                             30,045        33,773
   Depreciation and amortization                                81,058       137,491
   Provision for impairment of long-lived assets                29,300             -
   Deferred compensation                                           431           862
   Net loss (gain) on disposal of long-lived assets               (966)          545
   Gain on sale of securities                                     (439)         (634)
   Provision for uncollectible accounts                          8,103         2,813
   Interest expense deferred and included in long-term debt,
    net of amounts capitalized on assets under construction     87,765       102,531
   Interest expense deferred and included in capital lease
    obligations                                                  2,672         2,554
   Amortization of deferred financing costs included in
    interest expense                                             2,283         2,627
   Contribution to 401(k) plan through issuance of common
    stock                                                        2,077         3,237
   Other noncash expenses                                            -           301
   Change in operating assets and liabilities, excluding the
    effects of dispositions and noncash transactions:
      Receivables                                              (60,100)      (38,813)
      Prepaid expenses, deposits and inventory                   3,243          (775)
      Accounts payable and accrued liabilities                  (9,690)      (23,152)
      Deferred revenue                                          34,090       131,155
                                                              ---------     ---------
        Net cash provided (used) by operating activities       (10,591)      103,079
                                                              ---------     ---------
Cash flows from investing activities:

  Acquisition  of  property,  equipment  and  other
    assets                                                    (229,747)     (347,315)
  Payments  for  construction  of  corporate  headquarters           -        (5,492)
  Change in accounts payable for purchase of long-term
    assets                                                     (11,405)      (43,484)
  Proceeds from sales of operations of NETCOM, net of
    cash included in sale                                      252,881             -
  Proceeds from disposition of property, equipment and
    other assets                                                 4,302             -
  Proceeds from sales of short-term investments available
    for sale                                                    21,354         8,621
  Proceeds from sale of marketable securities, net of
    realized gain                                               30,439        10,634
  Decrease in restricted cash                                    3,540         2,728
  Purchase of investments                                      (27,686)       (1,150)
  Purchase of minority interest in subsidiary                   (4,189)            -
                                                              -----------   -----------
    Net cash provided (used) by investing activities            39,489      (375,458)
                                                              -----------   -----------
                                                                           (Continued)

</TABLE>

                                       8
<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 August 14, 2000.

                                           ICG COMMUNICATIONS, INC.





Date:  August 14, 2000                  By:  /s/ Harry R. Herbst
                                            ------------------------------------
                                           Harry R. Herbst, Executive Vice
                                           President and Chief Financial Officer
                                           (Principal Financial Officer)







Date:  August 14, 2000                  By: /s/ John V. Colgan
                                            ------------------------------------
                                           John V. Colgan, Vice President of
                                           Finance 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 August 14, 2000.

                                           ICG HOLDINGS (CANADA) CO.





Date:  August 14, 2000                  By:  /s/ Harry R. Herbst
                                            ------------------------------------
                                           Harry R. Herbst, Executive Vice
                                           President and Chief Financial Officer
                                           (Principal Financial Officer)






Date:  August 14, 2000                  By:    /s/ John V. Colgan
                                            ------------------------------------
                                           John V. Colgan, Vice President of
                                           Finance 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 August 14, 2000.

                                           ICG HOLDINGS, INC.





Date:  August 14, 2000                  By:   /s/ Harry R. Herbst
                                            ------------------------------------
                                           Harry R. Herbst, Executive Vice
                                           President and Chief Financial Officer
                                           (Principal Financial Officer)







Date:  August 14, 2000                  By:   /s/ John V. Colgan
                                            ------------------------------------
                                           John V. Colgan, Vice President of
                                           Finance and Controller
                                           (Principal Accounting Officer)