<PAGE>


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           FORM 10-K/A
                         Amendment No. 1
                  (Amended to include exhibits)
                                
          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended September 30, 1996
                               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), INC.
                (Commission File Number 33-96540)
                       ICG HOLDINGS, INC.
   (Exact name of Registrants as Specified in their Charters)
Delaware                               84-1342022
Canada                                 Not Applicable
Colorado                               84-1158866
(State or other jurisdiction of        (I.R.S. employer identification
incorporation)                         number)
9605 East Maroon Circle                Not applicable
Englewood, Colorado 80112
1710-1177 West Hastings Street         c/o ICG Communications, Inc.
Vancouver, BC V6E 2L3                  9605 East Maroon Circle
                                       P.O. Box 6742
                                       Englewood, Colorado 80155-6742
                                 
9605 East Maroon Circle                Not applicable
Englewood, Colorado 80112
(Address of principal executive        (Address of U.S. agent for
offices)                               service)

Registrants' telephone numbers, including area codes: (303)572-
5960; (800) 650-5960; and (303) 572-5960
                                 
Securities registered pursuant to Section 12(b) of the Act:
      Title of Each Class                 Name of Exchange on Which
                                                  Registered
Common Stock, $.01 par value              American Stock Exchange
(30,953,330  shares outstanding
on December 10, 1996)
Class A Common Shares, no par             Vancouver Stock Exchange
value
(31,795,270 shares outstanding   
on December 10, 1996)            
Not Applicable                                 Not Applicable


<PAGE>                                
                                
                                 
Securities registered pursuant to Section 12(g) of the Act:
                       Title of Each Class
                         Not Applicable
                         Not Applicable
                         Not Applicable

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

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

On   December  10,  1996,  the  aggregate  market  value  of  ICG
Communications,  Inc. Common Stock held by non-affiliates  (using
the  $19.88 American Stock Exchange closing price on December 10,
1996) was approximately $615,352,200.

On  December 10, 1996, the aggregate market value of ICG Holdings
(Canada),  Inc.  Class  A  Common Shares held  by  non-affiliates
(using  the  US$21.32 Vancouver Stock Exchange closing  price  on
November 6, 1996, the last day on which a sale was reported)  was
approximately $17,713,296.

ICG   Holdings  (Canada),  Inc.  owns  all  of  the  issued   and
outstanding shares of Common Stock of ICG Holdings, Inc.

<PAGE>
      
                               EXHIBITS


10.39: Employment Agreement between Fiber Optic
       Technologies, Inc. and Mark S. Helwege, dated July
       8, 1996.
10.41: Employment Agreement between ICG Satellite Services,
       Inc. and Douglas I. Falk, dated August 14, 1996.
10.42: ICG Communications, Inc. 401(k) Wrap Around Deferred
       Compensation Plan.
21:    Subsidiaries of the Registrant.
23.1:  Consent of KPMG Peat Marwick LLP.
27:    Financial Data Schedule.

     
























<PAGE>



                          SIGNATURE
                              
                              
     Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:    January 31, 1997          ICG COMMUNICATIONS, INC.


                                   By: /s/James D. Grenfell
                                      ________________________
                                      James D. Grenfell
                                      Chief Financial Officer

                                   By: /s/Richard Bambach
                                       ________________________
                                       Richard Bambach
                                       Corporate Controller


























<PAGE>

                          SIGNATURE
                              
                              
     Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:     January 31, 1997              ICG HOLDINGS (CANADA), INC.


                                   By:  /s/James D. Grenfell
                                        ________________________
                                        James D. Grenfell
                                        Chief Financial Officer


                                   By:  /s/Richard Bambach
                                        ________________________
                                        Richard Bambach
                                        Corporate Controller
























<PAGE>

                          SIGNATURE
                              
                              
                              
     Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:     January 31, 1997              ICG  HOLDINGS,INC.


                                   By:  /s/James D. Grenfell
                                        ________________________
                                        James D. Grenfell
                                        Chief Financial Officer


                                   By:  /s/Richard Bambach
                                        ________________________
                                        Richard Bambach
                                        Corporate Controller