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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2000

OR

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

For the transition period  to

Commission file number 1-12866

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GST TELECOMMUNICATIONS, INC.(Exact name of Registrant as Specified in its Charter)

Canada

Not Applicable(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification Number)4001 Main Street, Vancouver, WA

98663(Address of Principal Executive Offices)

(Zip Code)


Registrant's
Telephone Number, Including Area Code:(360) 356-7100

N/A(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

---

Indicate
by check mark whether the Registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: At November 14, 2000, there were outstanding
40,023,480 Common Shares, without par value, of the Registrant.

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## 

GST TELECOMMUNICATIONS, INC.       INDEX

|                              |  |                                                                                                          |  | Page(s)
|----------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | -------
|PART I: Financial Information
|ITEM 1.                       |  | FINANCIAL STATEMENTS:                                                                                    |  |        
|                              |  | Condensed Consolidated Balance Sheets
September 30, 2000 and December 31, 1999                          |  | 2      
|                              |  | Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2000 and 1999 |  | 3      
|                              |  | Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2000 and 1999           |  | 4      
|                              |  | Notes to Condensed Consolidated Financial Statements                                                     |  | 5-8    
|ITEM 2.                       |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                    |  | 9-15   
|ITEM 3.                       |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                               |  | 16     
|PART II: Other Information   
|ITEM 1.                       |  | LEGAL PROCEEDINGS                                                                                        |  | 17     
|ITEM 6.                       |  | EXHIBITS AND REPORTS ON FORM 8-K                                                                         |  | 17     
|SIGNATURES                    |  | 18                                                                                                      

1

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## 

ITEM 1. FINANCIAL STATEMENTS  GST Telecommunications, Inc.  Condensed Consolidated Balance Sheets  (In thousands)  (Unaudited)

|                                                 |                                                 | September 30,
2000 |                                                     | December 31,
1999(1) |  
|------------------------------------------------ | ----------------------------------------------- | ------------------ | --------------------------------------------------- | -------------------- | -
|ASSETS                                           |                                                
|Current assets:                                  |                                                 |                    |                                                     |                      |  
|                                                 | Cash and cash equivalents                       |                    | $                                                   | 30,740               |  
|                                                 | Restricted investments                          |                    |                                                     | 10,152               |  
|                                                 | Accounts receivable, net                        |                    |                                                     | 43,881               |  
|                                                 | Construction contracts receivable               |                    |                                                     | 37,625               |  
|                                                 | Investments                                     |                    |                                                     | 910                  |  
|                                                 | Prepaid and other current assets                |                    |                                                     | 8,519                |  
|                                                 |                                                 |                    |                                                     |                      |  
|                                                 |                                                 |                    | Total current assets                                |                      |  
|                                                 |                                                 |                    |                                                     |                      |  
|Restricted investments                           |                                                 |                    | 3,510                                               |                      |  
|                                                 |                                                 |                    |                                                     |                      |  
|Property and equipment, net                      |                                                 |                    | 652,158                                             |                      |  
|                                                 |                                                 |                    |                                                     |                      |  
|Other assets, net                                |                                                 |                    | 2,661                                               |                      |  
|                                                 |                                                 |                    |                                                     |                      |  
|                                                 |                                                 |                    | Total assets                                        |                      | $
|                                                 |                                                 |                    |                                                     |                      |  
|LIABILITIES AND SHAREHOLDERS' DEFICIT            |                                                
|Current liabilities not subject to compromise:   |                                                 |                    |                                                     |                      |  
|                                                 | Accounts payable                                |                    | $                                                   | 1,214                |  
|                                                 | Accrued expenses                                |                    |                                                     | 56,443               |  
|                                                 | Deferred revenue                                |                    |                                                     | 12,307               |  
|                                                 | Current portion of capital lease obligations    |                    |                                                     |                     |  
|                                                 | Current portion of long-term debt               |                    |                                                     |                     |  
|                                                 |                                                 |                    |                                                     |                      |  
|                                                 |                                                 |                    | Total current liabilities not subject to compromise |                      |  
|                                                 |                                                 |                    |                                                     |                      |  
|Liabilities subject to compromise (see Note 3)   |                                                 |                    | 1,322,642                                           |                      |  
|                                                 |                                                 |                    |                                                     |                      |  
|Long-term liabilities not subject to compromise: |                                                 |                    |                                                     |                      |  
|                                                 | Long-term interest payable                      |                    |                                                     |                     |  
|                                                 | Capital lease obligations, less current portion |                    |                                                     |                     |  
|                                                 | Long-term debt, less current portion            |                    |                                                     |                     |  
|                                                 | Deferred revenue from construction contracts    |                    |                                                     | 25,460               |  
|                                                 |                                                 |                    |                                                     |                      |  
|Redeemable preference shares                     |                                                 |                    | 74,008                                              |                      |  
|                                                 |                                                 |                    |                                                     |                      |  
|Shareholders' deficit:                           |                                                 |                    |                                                     |                      |  
|                                                 | Common shares                                   |                    |                                                     | 251,575              |  
|                                                 | Accumulated deficit                             |                    |                                                     | (953,493             | )
|                                                 | Accumulated other comprehensive income          |                    |                                                     |                     |  
|                                                 |                                                 |                    |                                                     |                      |  
|                                                 |                                                 |                    | Total shareholders' deficit                         |                      |  
|                                                 |                                                 |                    |                                                     |                      |  
|                                                 |                                                 |                    | Total liabilities and shareholders' deficit         |                      | $
|                                                 |                                                 |                    |                                                     |                      |  

---

See
notes to condensed consolidated financial statements.

2

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GST Telecommunications, Inc.  Condensed Consolidated Statements of Operations  (In thousands, except share and per share amounts)  (Unaudited)

|                                                           |                                                                                                                                                                        | Three Months
Ended September 30, |                                          | Nine Months
Ended September 30, |  
|---------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ---------------------------------------- | ------------------------------- | -
|
|Revenues:                                                  |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           | Telecommunications services                                                                                                                                            |                                  | $                                        | 52,533                          |  
|                                                           | Construction, facility sales and other                                                                                                                                 |                                  |                                          | 11,965                          |  
|                                                           | Product                                                                                                                                                                |                                  |                                          |                                |  
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           |                                                                                                                                                                        |                                  | Total revenues                           |                                 |  
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|Operating costs and expenses:                              |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           | Network expenses                                                                                                                                                       |                                  |                                          | 28,085                          |  
|                                                           | Facilities administration and maintenance                                                                                                                              |                                  |                                          | 7,046                           |  
|                                                           | Cost of construction revenues                                                                                                                                          |                                  |                                          | 8,098                           |  
|                                                           | Cost of product revenues                                                                                                                                               |                                  |                                          |                                |  
|                                                           | Selling, general and administrative                                                                                                                                    |                                  |                                          | 30,567                          |  
|                                                           | Depreciation and amortization                                                                                                                                          |                                  |                                          | 22,075                          |  
|                                                           | Impairment of assets (see Note 13)                                                                                                                                     |                                  |                                          | 260,827                         |  
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           |                                                                                                                                                                        |                                  | Total operating costs and expenses       |                                 |  
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           |                                                                                                                                                                        |                                  | Loss from operations                     |                                 |  
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|Other expenses (income):                                   |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           | Interest income                                                                                                                                                        |                                  |                                          | (587                            | )
|                                                           | Interest expense, net of amounts capitalized (contractual interest of $40,306 and $75,903 not recorded for the three- and nine-month periods ended September 30, 2000) |                                  |                                          | 2,538                           |  
|                                                           | Other                                                                                                                                                                  |                                  |                                          | (211                            | )
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           |                                                                                                                                                                        |                                  | 1,740                                    |                                 |  
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|Loss before reorganization expenses and income tax expense |                                                                                                                                                                        |                                  | (293,940                                 | )                               |  
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|Reorganization expenses (see Note 6)                       |                                                                                                                                                                        |                                  | 8,179                                    |                                 |  
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           |                                                                                                                                                                        |                                  | Net loss                                 |                                 | $
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           |                                                                                                                                                                        |                                  | Net loss per share, basic and diluted(1) |                                 | $
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  
|                                                           |                                                                                                                                                                        |                                  | Weighted average shares outstanding      |                                 |  
|                                                           |                                                                                                                                                                        |                                  |                                          |                                 |  

---

See
notes to condensed consolidated financial statements.

3

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## 

GST Telecommunications, Inc.  Condensed Consolidated Statements of Cash Flows  (In thousands)  (Unaudited)

|                                               |                                                                                  | Nine Months
Ended September 30,                |                                                                               
|---------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------- | ------------------------------------------------------------------------------
|
|Operations:                                    |                                                                                  |                                                |                                                                               
|                                               | Net loss                                                                         |                                                | $                                                                             
|                                               | Adjustments to reconcile net loss to net cash used in operations:                |                                                |                                                                               
|                                               |                                                                                  | Depreciation and amortization                  |                                                                               
|                                               |                                                                                  | Accretion and accrual of interest              |                                                                               
|                                               |                                                                                  | Non-cash stock compensation and other expense  |                                                                               
|                                               |                                                                                  | (Gain) loss on disposal of assets              |                                                                               
|                                               |                                                                                  | Gain on sale of investments                    |                                                                               
|                                               |                                                                                  | Loss on impairment of assets                   |                                                                               
|                                               |                                                                                  | Changes in non-cash operating working capital: |                                                                               
|                                               |                                                                                  |                                                | Accounts receivable, net                                                      
|                                               |                                                                                  |                                                | Construction contracts receivable                                             
|                                               |                                                                                  |                                                | Prepaid, other current and other assets, net                                  
|                                               |                                                                                  |                                                | Accounts payable and accrued liabilities, prior to reorganization             
|                                               |                                                                                  |                                                | Post-petition accounts payable and accrued liabilities                        
|                                               |                                                                                  |                                                | Pre-petition accounts payable and accrued liabilities, authorized by the court
|                                               |                                                                                  |                                                | Deferred revenue                                                              
|                                               |                                                                                  |                                                | Deferred revenue from construction contracts                                  
|                                               |                                                                                  |                                                |                                                                               
|                                               |                                                                                  |                                                |                                                                               
|                                               |                                                                                  |                                                |                                                                               
|Investments:                                   |                                                                                  |                                                |                                                                               
|                                               | Proceeds from sale of investments                                                |                                                |                                                                               
|                                               | Purchase of property and equipment                                               |                                                |                                                                               
|                                               | Proceeds from sale of assets                                                     |                                                |                                                                               
|                                               | Purchase of other assets                                                         |                                                |                                                                               
|                                               | Change in investments restricted for the purchase of property and equipment      |                                                |                                                                               
|                                               |                                                                                  |                                                |                                                                               
|                                               |                                                                                  |                                                |                                                                               
|                                               |                                                                                  |                                                |                                                                               
|Financing:                                     |                                                                                  |                                                |                                                                               
|                                               | Proceeds from long-term debt                                                     |                                                |                                                                               
|                                               | Principal payments on long-term debt and capital leases, prior to reorganization |                                                |                                                                               
|                                               | Issuance of common shares, net of issuance costs                                 |                                                |                                                                               
|                                               | Deferred debt financing costs                                                    |                                                |                                                                               
|                                               | Change in investments restricted to finance interest payments                    |                                                |                                                                               
|                                               |                                                                                  |                                                |                                                                               
|                                               |                                                                                  |                                                |                                                                               
|                                               |                                                                                  |                                                |                                                                               
|                                               |                                                                                  |                                                |                                                                               
|Cash and cash equivalents, beginning of period |                                                                                  |                                                | 42,983                                                                        
|                                               |                                                                                  |                                                |                                                                               
|Cash and cash equivalents, end of period       |                                                                                  | $                                              | 30,740                                                                        
|                                               |                                                                                  |                                                |                                                                               

See
notes to condensed consolidated financial statements.

4

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## 

GST TELECOMMUNICATIONS, INC.  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (IN THOUSANDS, EXCEPT SHARE AMOUNTS)  (UNAUDITED)

1. BANKRUPTCY PROCEEDINGS

On May 17, 2000, GST Telecommunications, Inc. ("GST" or the "Company"), and its subsidiaries filed voluntary petitions for protection from
creditors under Chapter 11 of the United States Bankruptcy Code in the District of Delaware ("Bankruptcy Code"). The Company and its subsidiaries (collectively 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 Chapter 11 cases have been
consolidated for the purpose of joint administration under Case No. 00-1982 (GMS).

On
May 17, 2000, the Debtors also commenced ancillary proceedings under the Companies' Creditors Arrangement Act in Canada in the Ontario Superior Court of Justice.

Under
the proceedings, substantially all liabilities, litigation and claims pending against the Debtors in existence at the filing date are stayed unless the stay is modified or
lifted or payment has been otherwise authorized by the Bankruptcy Court.

On
May 11, 2000, we obtained a commitment letter from Heller Financial, Inc. ("Heller") which will provide us, subject to satisfying certain conditions,
debtor-in-possession financing for $50,000 and the potential for up to an additional $75,000 in cash. On May 26, 2000, the Bankruptcy Court entered an
order approving the initial $30,000 of this financing. On July 26, 2000, the Bankruptcy Court entered an order providing a superpriority interest for Heller over the secured debt of existing
bondholders, upon the consent of a majority of the secured bondholders, which will in turn permit Heller to provide approximately $40,000 of the $50,000 in financing mentioned above. Based upon
current unencumbered assets, the additional $10,000 is available without the consent of the bondholders. To date, we have not drawn on the Heller credit facility, or sought bondholder consent.

On
June 13, 2000, we opened the bidding procedures with the approval of the Bankruptcy Court in an auction format for substantially all of our assets. After an extension of the
original bid and auction dates, qualified buyers were required to submit their bids as of August 11, 2000. On September 11, 2000, the Company and Time Warner Telecom Inc. executed
a definitive asset purchase agreement which provides for the purchase of substantially all of the Company's assets, excluding certain assets in Hawaii and certain non-core businesses, for
$690,000. On September 21, 2000, the Bankruptcy Court approved the definitive asset purchase agreement between the Company and Time Warner Telecom Inc. Closing of the sale is anticipated
in the last quarter of 2000, or first quarter of 2001, subject to regulatory approvals and other customary terms and conditions. In addition, the Company is seeking purchasers for certain of its
remaining assets.

Under
the Bankruptcy Code, the rights and treatment of pre-petition creditors and shareholders may be substantially altered. At this time, it is not possible to predict
the outcome of the Chapter 11 cases in general or the effect of the cases on our business, or on the interests of creditors and shareholders. Management believes that it is highly unlikely that
current equity security holders will receive any distribution under any reorganization or liquidation of our assets.

2. BASIS OF PRESENTATION

The accompanying condensed, consolidated financial statements have been prepared in conformity with generally accepted accounting principles. However, certain
information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to the
rules and regulations of the Securities and

5

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Exchange Commission. In the opinion of management, the statements include all adjustments necessary (which are of a normal and recurring nature) for the fair presentation of the results of the interim
periods presented. The statements also include an impairment of assets charge (see "Note 13"). The results of operations for the periods presented are not necessarily indicative of the results
to be expected for the full fiscal year or for subsequent periods. These financial statements should be read in conjunction with the Company's audited consolidated financial statements for the fiscal
year ended December 31, 1999, as included in the Company's annual report on Form 10-K.

3. LIABILITIES SUBJECT TO COMPROMISE

As of September 30, 2000, liabilities subject to compromise consist of the following:

Trade payables

$
43,837Accrued liabilities


18,495Current portion, long-term debt


20,030Current portion, capital lease obligations


4,331Long-term debt, less current portion


1,155,990Capital lease obligations, less current portion


13,767Long-term interest payable


52,007Other long-term liabilities


14,185Total

$
1,322,642


4. BASIC AND DILUTED NET LOSS PER SHARE

For the three- and nine-month periods ended September 30, 2000 and 1999, common stock equivalents were antidilutive and were not included in
diluted weighted average shares outstanding. If the Company had reported net income for the periods presented, the weighted average number of common equivalent shares used to determine diluted net
loss per share would have increased by 39,911 and 699,406 for the three- and nine-month periods ended September 30, 2000, respectively, compared to 14,693,507 and 15,122,291 for the
three- and nine-month periods ended September 30, 1999.

5. SHAREHOLDERS' EQUITY

Shares issued and outstanding are as follows:

September 30,
2000

December 31,
1999Common shares, no par value

40,023,480

37,734,507


6. REORGANIZATION EXPENSES

For the three- and nine-month periods ended September 30, 2000, reorganization expenses totaled $8,179 and $12,777, respectively. This
consisted of $3,543 and $6,107 for professional expenses, and $4,066 and $6,100 for a retention bonus accrual, and $570 and $0 in other reorganization expenses for the three-and
nine-months ended September 30, 2000, respectively. The retention bonus accrual is pursuant to a Bankruptcy Court-approved plan to retain our employees through the bankruptcy
process. For the three- and nine-months ended September 30, 2000, cash expended for reorganization costs totaled $3,355, consisting of $206 for professional expenses and $3,149 for
retention bonuses. At September 30, 2000, we had accrued $3,860 for professional expenses, $2,951 related to the retention bonus plan, and $570 for other reorganization expenses.

6

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7. ACCUMULATED OTHER COMPREHENSIVE INCOME

The Company accounts for comprehensive income under Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income."
Comprehensive income is defined as changes in stockholders' equity exclusive of transactions with owners such as capital contributions and dividends. The change in the Company's accumulated other
comprehensive income is as follows:

September 30,
2000

December 31,
1999Balance, beginning of period

$
44,550

$
36,675Change in unrealized gain on available-for-sale investment sold during the period


(44,550
)

7,875Balance, end of period

$


$
44,550


The
balance as of September 30, 2000, is $0 because the Company sold its investment in Global Light Telecommunications, Inc. during the three-months ended
March 31, 2000 (see "Note 11").

8. SUPPLEMENTAL CASH FLOW INFORMATION

|                                                                      |                                                                                                       | Nine Months
Ended September 30, |  
|--------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | ------------------------------- | -
|
|Supplemental disclosure of cash flow information:                     |                                                                                                       |                                 |  
|                                                                      | Pre-petition cash paid for interest                                                                   |                                 | $
|                                                                      | Post-petition cash paid for interest                                                                  |                                 |  
|Supplemental schedule of non-cash investing and financing activities: |                                                                                                       |                                 |  
|                                                                      | Disposition of subsidiary:                                                                            |                                 |  
|                                                                      |                                                                                                       | Assets                          |  
|                                                                      |                                                                                                       | Liabilities                     |  
|                                                                      | Amounts in accounts payable and accrued liabilities for the purchase of fixed assets at end of period |                                 |  
|                                                                      | Assets acquired through capital leases                                                                |                                 |  
|                                                                      | Conversion of debt to equity                                                                          |                                 |  
|                                                                      | Long-term debt and capital leases reclassified to "Liabilities subject to compromise"                 |                                 |  

9. CAPITALIZATION OF INTEREST

The Company capitalized interest of $0 and $8,488 as a part of property and equipment for the three-and nine-month periods ended
September 30, 2000, respectively, compared to $9,884 and $29,001 for the three- and nine-month periods ended September 30, 1999, respectively.

10. ACCRUED SEVERANCE

In the fourth quarter of 1998, the Company accrued $1,113 in severance-related costs. The following table details activity related to the severance accrual.

Accrual at December 31, 1998

$
1,113Payments


(737
)Adjustments


(61
)Accrual at September 30, 2000

$
315


7

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11. SALE OF GLOBAL INVESTMENT

In a series of transactions during the three-months ended March 31, 2000, the Company sold its investment in Global Light
Telecommunications, Inc. ("Global"). The Company was accounting for the investment as available-for-sale under SFAS No. 115 "Accounting for Certain Investments in
Debt and Equity Securities." The after-tax net gain as a result of these transactions was $42,349.

12. DEBT SERVICE REQUIREMENTS

At September 30, 2000, the Company had $1,194,118 of indebtedness outstanding along with $74,008 of mandatorily redeemable preference shares. As a
result of filing for protection under bankruptcy law, the Company is not permitted to make any payments of the debt service requirements with the exception of certain capital lease obligations. All of
these obligations are subject to discharge in bankruptcy upon the completion of all proceedings.

13. IMPAIRMENT OF ASSETS

As a result of entering into the definitive asset purchase agreement with Time Warner Telecom Inc. in the amount of $690,000 and anticipated proceeds
from the sale or sales of all remaining assets, the Company recorded an impairment charge, pursuant to SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long
Lived Assets to be Disposed of," of $260,800 during the three-months ended September 30, 2000.

14. ADOPTION OF NEW ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board (the "FASB") issued Interpretation No. 43 ("FIN 43"), "Real Estate Sales, an
interpretation of FASB Statement No. 66." The interpretation is effective for sales of real estate with property improvements or integral equipment entered into after June 30, 1999.
Under this interpretation, conduit is considered integral equipment and dark fiber will likely be considered integral equipment. Accordingly, title must transfer to a lessee in order for a lease
transaction to be accounted for as a sales-type lease. For contracts entered into after June 30, 1999, sales-type lease accounting will no longer be appropriate for
conduit and dark fiber leases and, therefore, these transactions will be accounted for as operating leases unless title transfers to the lessee.

In
March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation," an interpretation of Accounting Principles
Board Opinion No. 25. This Interpretation clarifies the application of Opinion 25 for certain issues: a) the definition of employee for purposes of applying Opinion 25, b) the
criteria for determining whether a plan qualifies as a noncompensatory plan, c) the accounting consequence of various modifications to the terms of a previously fixed stock option or award, and
d) the accounting for an exchange of stock compensation awards in a business combination. This Interpretation became effective July 1, 2000. The adoption of this Interpretation has not
had a material effect on our financial position or on the results of operations.

8

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## 

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report contains "forward-looking statements" within the meaning of the securities laws. These forward-looking statements are subject to a number
of risks and uncertainties, many of which are beyond GST Telecommunications, Inc.'s ("GST" or the "Company") control. All statements included in this Quarterly Report, other than statements of
historical facts, are forward-looking statements, including the statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our strategy, future
operations, financial position, projected costs, prospects, plans and objectives of management.

Certain
statements contained in this Quarterly Report, including without limitation, statements containing the words "will," "anticipate," "believe," "intend," "estimate," "expect,"
"project" and words of similar import, constitute forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among others, the following:



All
forward-looking statements speak only as of the date of this Quarterly Report. We do 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 we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements made in
this Quarterly Report are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved. Given these uncertainties, prospective investors are cautioned not to place
undue reliance on such forward-looking statements.

Overview

We are, through our subsidiaries, a facilities-based integrated communications provider ("ICP"), offering a broad range of telecommunications products and
services, primarily to business customers located in California and other western states. We own and operate a converged network capable of carrying both voice and data trafficoffering
our customers an alternative to incumbent local exchange carriers. Our current products include data transport, high-speed Internet access, voice services (including a bundled offering of
local and long distance services), and wholesale services, including dark fiber and conduit rights.

9

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As an ICP, we have one reportable operating segment. While our chief decision-maker monitors the revenue streams of various services, operations are managed and financial performance
is evaluated based upon the delivery of multiple services over a common network and facilities. The various revenue streams generate many shared expenses. As a result, we believe that any allocation
of the expenses to multiple revenue streams would be impractical and arbitrary. For that reason, we do not currently make such allocations internally. Furthermore, substantially all of our revenue is
attributable to customers in the United States and all significant operating assets are located within the United States.

The
chief decision-maker does, however, monitor revenue streams consolidated at a more detailed level than those depicted in our historical general purpose financial statements. The following table
presents revenues by service type (in thousands):

Three months ended
September 30,

Nine months ended
September 30,2000

1999

2000

1999Local service

$
21,682

$
17,822

$
62,872

$
52,763Long distance services(1)


11,724


16,648


39,169


52,639Data services


7,460


5,349


21,764


14,757Internet services


1,434


2,335


4,057


7,379Long-haul services(2)


9,922


7,856


31,255


20,799Product





1,345


205


3,577Other


311


411


1,106


2,029Construction and facility sales


11,965


53,692


24,563


98,979Total revenues

$
64,498

$
105,458

$
184,991

$
252,922


---

Recent Developments

On May 17, 2000, GST and its subsidiaries filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy Code in the District
of Delaware. We 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 Chapter 11 cases have been consolidated for the purpose of joint administration under Case No. 00-1982 (GMS).

On
May 17, 2000, we also commenced ancillary proceedings under the Companies' Creditors Arrangement Act in Canada in the Ontario Superior Court of Justice.

Under
the proceedings, substantially all liabilities, litigation and claims pending against the Debtors in existence at the filing date are stayed unless the stay is modified or
lifted or payment has been otherwise authorized by the Bankruptcy Court.

On
May 11, 2000, we obtained a commitment letter from Heller Financial, Inc. ("Heller") which will provide us, subject to satisfying certain conditions,
debtor-in-possession financing for $50.0 million and the potential for up to an additional $75.0 million in cash. On May 26, 2000, the Bankruptcy Court
entered an order approving the initial $30.0 million of this financing. On July 26, 2000, the Bankruptcy Court entered an order providing a superpriority interest for Heller over the
secured debt of existing
bondholders, upon the consent of a majority of the secured bondholders, which will in turn permit Heller to provide approximately $40.0 million of the $50.0 million in financing
mentioned above. Based upon the current unencumbered assets, the additional $10.0 million is available without the consent of

10

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the bondholders. To date, we have not drawn on the Heller credit facility, or sought bondholder consent.

On
June 13, 2000, we opened the bidding procedures with the approval of the Bankruptcy Court in an auction format for substantially all of our assets. After an extension of the
original bid and auction dates, qualified buyers were required to submit their bids as of August 11, 2000. On September 11, 2000, the Company and Time Warner Telecom Inc. executed
a definitive asset purchase agreement which provides for the purchase of substantially all of the Company's assets, excluding certain assets in Hawaii and certain non-core businesses for
$690.0 million. On September 21, 2000 the Bankruptcy Court approved the definitive asset purchase agreement between the Company and Time Warner Telecom Inc. Closing of the sale is
anticipated in the last quarter of 2000, or first quarter of 2001, subject to regulatory approvals and other customary terms and conditions. In addition, the Company is seeking purchasers for certain
of its remaining assets.

On
July 26, 2000, the Bankruptcy Court approved the modification of existing construction and capacity contracts between us and 360networks, Level (3) Communications
("Level (3)"), and Williams Communications ("Williams"). We agreed to assume certain of our contracts with the three companies within the meaning of the Bankruptcy Code and to make other
commitments, in return for which 360networks, Level (3), and Williams agreed to various changes in their relationships with us. The commitments by 360networks, Level (3), and Williams resulted in the
acceleration of cash paid to us for our provision of conduits or fiber to the three companies and reduced the near-term cash paid by us for certain construction obligations, resulting in a
net cash flow benefit of approximately $26.0 million, of which approximately $20.0 million had been realized as of September 30, 2000. These modifications, in addition to the
Heller credit facility, should enable us to finance our operations pending disposition of our assets.

Under
the Bankruptcy Code, the rights and treatment of pre-petition creditors and shareholders may be substantially altered. At this time, it is not possible to predict
the outcome of the Chapter 11 cases in general or the effect of the cases on our business, or on the interests of creditors and shareholders. Management believes that it is highly unlikely that
current equity security holders will receive any distribution under any reorganization or liquidation of our assets.

Results of Operations

Revenues.Total revenue for the three- and nine-month periods ended September 30, 2000, decreased
$41.0 million, or 38.8%, and $67.9 million, or 26.9%, respectively, to $64.5 million from $105.5 million and $185.0 million from $252.9 million, respectively,
for the three-and nine-month periods ended September 30, 1999.

Telecommunications
and other services revenues for the three- and nine-month periods ended September 30, 2000, increased $2.1 million, or 4.2%, and
$9.8 million, or 6.6%, respectively, to $52.5 million from $50.4 million, and $160.2 million from $150.4 million, respectively, for the three- and
nine-month periods ended September 30, 1999. The increase in telecommunications and other services revenues resulted from increased local, data and long-haul services,
and from an increase in reciprocal compensation. We bundle these products to provide better access and services to our customers. Reciprocal compensation, which we recognize based on interconnection
agreements and other agreements with ILECs, totaled $4.5 million and $13.4 million for the three- and nine-month periods ended September 30, 2000, compared to
$3.0 million and $5.2 million, respectively, for the three- and nine-month periods ended September 30, 1999. These increases were partially offset by decreases in long
distance and internet revenues.

Construction,
facility sales and other revenue for all periods presented is primarily derived from three contracts to sell or lease fiber and conduit systems throughout California and
the Pacific Northwest. The bulk of the revenue for these contracts was recognized in 1999. As a result,

11

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construction, facility sales and other revenue for the three- and nine-month periods ended September 30, 2000, decreased $41.7 million and $74.4 million, respectively,
to $12.0 million from $53.7 million and $24.6 million from $99.0 million, respectively, for the three- and nine-month periods ended September 30, 1999.
Because fiber and conduit systems are a limited resource and because non-recurring transactions significantly impact construction, facility sales and other revenue, we anticipate that such
revenues will continue to fluctuate in the future. In addition, the adoption of FIN 43 will impact the amounts of revenue related to lease transactions (see "Note 14 in Item 1").

Product
revenue for the three- and nine-month periods ended September 30, 2000 decreased to $0 and $.2 million from $1.3 million and
$3.6 million, respectively, in the three- and nine-month periods ended
September 30, 1999. The decrease in product revenue was due to the divestitures of Texas-based Action Telecom, Inc.'s ("Action Telecom") product sales division relating to long distance
interconnection equipment in October 1999, and Action Telecom's product sales division relating to Network Analysis Management Systems ("NAMS") in March 2000.

Operating Expenses.Total operating expenses for the three-month period ended September 30, 2000, increased
$230.5 million, or 181.8%, to $357.3 million from $126.8 million for the three-month period ended September 30, 1999. Total operating expenses for the
nine-month period ended September 30, 2000, increased $237.6 million, or 74.4%, to $557.0 million from $319.5 million for the nine-month period
ended September 30, 1999.

Network
expenses, which include direct local and long distance circuit costs, were 53.5% and 59.0%, respectively of telecommunications services revenues for the three- and
nine-month periods ended September 30, 2000, compared to 64.0% and 64.4% for the comparable periods in the previous year. The decrease in network expenses as a percentage of revenue
resulted from an increase in revenues for traffic carried on our network as a percentage of total telecommunications services revenues.

Facilities
administration and maintenance expenses for the three- and nine-month periods ended September 30, 2000, were 13.4% and 12.0%, respectively, of
telecommunications services revenues compared to 10.6% and 9.8%, respectively, of telecommunications services revenues for the three- and nine-month periods ended September 30,
1999. The increase is attributable to: 1) a decrease in capitalized labor and overhead and 2) an increase in cable locate services.

Cost
of construction revenues for the three- and nine-month periods ended September 30, 2000, were $8.1 million and $16.6 million, respectively, a
decrease of $29.1 million and $46.5 million over the comparable periods in the previous year. The decrease corresponded to the decrease in construction, facility sales and other revenue.
For the three- and nine-month periods ended September 30, 2000, cost of construction revenues was 67.7% and 67.5% of construction revenues, compared to 69.3% and 63.7% for the
three- and nine-month periods ended September 30, 1999.

Cost
of product revenues for the three- and nine-month periods ended September 30, 2000, were $0 and $.3 million, respectively, a decrease of
$.7 million and $1.7 million, respectively, over the three- and nine-month periods ended September 30, 1999. The decrease in cost of product revenues relates to the
divestiture of the NAMS product division.

Selling,
general and administrative expenses for the three- and nine-month periods ended September 30, 2000, decreased $2.0 million, or 6.2%, and increased
$6.8 million, or 7.5%, respectively, to $30.6 million from $32.6 million and $97.4 million from $90.6 million, respectively for the three- and nine-month
periods ended September 30, 1999. The decrease for the three-month period is primarily related to: 1) a decrease in payroll expenses related to a decrease in the number of employees;
2) a decrease in bonuses related to our variable incentive plan; and 3) a decrease in litigation costs. Such decrease was partially offset by an accrual of $5.8 million related
to settlements and likely settlements of disputed items raised in the course of the banktruptcy. The increase for the nine-month period was

12

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primarily related to: 1) an increase in severance related to a reduction in workforce; 2) an increase in property taxes; and 3) a $5.8 million accrual related to
settlements and likely settlements of disputed items raised in the course of the bankruptcy. Such increase was partially offset by a decrease in litigation costs. As a percentage of total revenue,
selling, general and administrative expenses for the three- and nine-month periods ended September 30, 2000 were 48.3% and 52.9%, respectively, compared to 31.0% and 35.8% for the
comparable periods in the previous year.

Depreciation
and amortization for the three- and nine- month periods ended September 30, 2000, increased $3.4 million, or 18.2%, and $15.3 million, or
29.2%, respectively, as compared to the three- and nine-month periods ended September 30, 1999. The increase is attributable to newly-constructed networks and related equipment
being placed into service and to the amortization of intangible assets related to our acquisitions. Depreciation and amortization expense was 34.2% and 36.5% of total revenue for the three- and
nine-month periods ended September 30, 2000, compared to 17.7% and 20.7%, respectively, for the comparable three- and nine-month periods ended September 30, 1999.

As
a result of entering into the definitive asset purchase agreement with Time Warner Telecom Inc. in the amount of $690.0 million and anticipated proceeds from the sale
or sales of all remaining assets, we recorded an impairment charge, pursuant to SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long Lived Assets to be
Disposed of," of $260.8 million during the three-months ended September 30, 2000 (see "Note 13 in Item 1").

Other Expenses/Income.For the three- and nine-month periods ended September 30, 2000, we recorded
net other expense of $1.7 million and $2.7 million, respectively, compared to net other income of $1.9 million and net other expense of $49.1 million for the three- and
nine-month periods ended September 30, 1999, respectively. For the nine-month period ended September 30, 2000, net other expense includes a $42.3 million
net gain resulting from the sale of 3.6 million shares of common stock in Global Light Telecommunications, Inc. (the "Global Sale"). For the three- and nine-month periods
ending September 30, 1999, we realized a net gain of $28.0 million from the settlement of various lawsuits (the "Global Settlement"). Excluding such transactions, net other expense would
have
decreased $24.3 million for the three-month period ended September 30, 2000, as compared to the three-month period ended September 30, 1999. Excluding such transactions, net other
expense would have decreased $32.1 million for the nine-month period ended September 30, 2000, as compared to the nine-month period ended September 30,
1999. Such decrease was related to a decrease in interest expense that resulted from our Chapter 11 filing. Under Chapter 11, all of our debt was reclassified to liabilities subject to
compromise and we are no longer recording interest expense on such debt, with the exception of certain capital leases.

Reorganization Expenses.For the three- and nine-month periods ended September 30, 2000,
reorganization expenses totaled $8.2 million and $12.8 million, respectively. This consisted of $3.5 million and $6.1 million for professional expenses, $4.1 million
and $6.1 million for a retention bonus accrual, and $.6 million and $0 in other reorganization expenses for the three- and nine-months ended September 30, 2000,
respectively. The retention bonus accrual is pursuant to a Bankruptcy Court-approved plan to retain our employees during the bankruptcy process. For the three- and nine-months ended
September 30, 2000, cash expended for reorganization costs totaled $3.4 million, consisting of $.2 million for professional expenses and $3.1 million for retention bonuses.
At September 30, 2000, we had accrued $3.9 million for professional expenses, $3.0 million related to the retention bonus plan, and $.6 million for other reorganization
expenses.

Net Loss.Net loss for the three-month period ended September 30, 2000, increased $282.7 million to
$302.1 million from $19.4 million for the three-month period ended September 30, 1999. Net loss for the nine-month period ended September 30, 2000, increased
$271.3 million to $387.0 million from $115.7 million for the nine-month period ended September 30, 1999. Excluding the $260.8 million impairment of
assets charge recorded in the three-months ended September 30, 2000,

13

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and the $28.0 million gain in the Global Settlement recorded in the three-months ended September 30, 1999, the net loss would have been $37.0 million for the three-months ended
September 30, 2000, compared to a loss of $39.1 million for the three-months ended September 30, 1999. Excluding the $260.8 million impairment of assets charge and
$42.3 million gain on the Global Sale recorded in the nine-months ended September 30, 2000, and the $28.0 million gain on the Global Settlement recorded in the three-months ended
September 30, 1999, the net loss would have been $168.4 million for the nine-months ended September 30, 2000, compared to a loss of $143.7 million for the nine-months ended
September 30, 1999.

Liquidity and Capital Resources

We have incurred significant operating and net losses as a result of the development and operation of our networks. As a result of this, we have filed for
protection under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware. We expect that our operating losses will continue as we operate as a debtor-in-possession under bankruptcy law.
Cash provided by our operations may not be sufficient to fund the continuation of daily operations of the business through the conclusion of the bankruptcy process.

At
September 30, 2000, we had approximately $1,194.1 million of indebtedness outstanding and $74.0 million of 11.875% mandatorily redeemable preference shares. As
a result of filing for protection under bankruptcy law, we will not be able to make any of our debt service requirements that are outstanding as of May 17, 2000 with the exception of certain
capital lease obligations. We have significant debt service obligations, most of which will not be met under bankruptcy law. These amounts are principal and interest payments of approximately
$33.7 million, $113.3 million, $110.5 million, $153.7 million and $168.5 million in the remainder of 2000 and in 2001, 2002, 2003 and 2004, respectively. All of
these amounts may be discharged in bankruptcy, subject to distribution of proceeds from the sale of our assets. There can be no assurance that any amounts owed to unsecured creditors will be paid.

At
September 30, 2000, we had cash and cash equivalents of approximately $30.7 million. On May 11, 2000, we obtained a commitment letter from Heller
Financial, Inc. ("Heller") which will provide us, subject to satisfying certain conditions, debtor-in-possession financing for $50.0 million and the potential for
up to an additional $75.0 million in cash. On May 26, 2000, the Bankruptcy Court entered an order approving the initial $30.0 million of this financing. On July 26, 2000,
the Bankruptcy Court entered an order providing a superpriority interest for Heller over the secured debt of existing bondholders upon the consent of a majority of the secured bondholders, which will
in turn permit Heller to provide approximately $40.0 million of the $50.0 million in financing mentioned above. Based upon current unencumbered assets, the additional
$10.0 million is available without the consent of the bondholders. To date, we have not drawn on the Heller credit facility, or sought bondholder consent.

On
July 26, 2000, the Bankruptcy Court approved the modification of existing construction and capacity contracts between the Company and 360networks, Level (3), and
Williams. We agreed to assume certain of our contracts with the three companies within the meaning of the Bankruptcy Code and to make other commitments, in return for which 360networks,
Level (3), and Williams agreed to various changes in their relationships with us. The commitments by 360networks, Level (3), and Williams resulted in the acceleration of cash paid to us for our
provision of conduits or fiber to the three companies and reduced the near-term cash paid by us for certain construction obligations, resulting in a net cash flow benefit of approximately
$26.0 million, of which approximately $20.0 million had been realized as of
September 30, 2000. These modifications, in addition to the Heller credit facility, should enable us to finance our operations from September 30, 2000 through the disposition of our
assets.

14

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If a sale of our assets to Time Warner Telecom Inc. is not completed, we will either reorganize our operations or liquidate the affected assets. To the degree we are unable to
sell our remaining assets, the unsold assets will be liquidated. The extent of additional financing will depend on, among other things, the outcome of our bankruptcy proceedings. In the event that our
plans or assumptions change or prove to be inaccurate, we incur significant unexpected expenses, or our cash resources, together with borrowings under the current financing arrangements, prove to be
insufficient to fund operations, we may be required to seek additional sources of capital (or seek additional capital sooner than currently anticipated).

Our
net cash used in operating activities was $6.2 million and $12.3 million for the nine-months ended September 30, 2000 and 1999, respectively, and
net cash used in investing activities was $11.8 million and $41.0 million for the nine-months ended September 30, 2000 and 1999, respectively. For the
nine-months ended September 30, 2000, net cash used in investing activities included $56.6 million of proceeds from the Global Sale and $6.3 million from the sale of
restricted investments. For the nine- months ended September 30, 1999, net cash used in investing activities included $173.1 million from the sale of restricted investments.
Excluding such proceeds and transfers, net cash used in investing activities would have decreased $80.6 million for the nine-months ended September 30, 2000, as compared with
the nine-months ended September 30, 1999. Net cash provided by financing activities from borrowings and equity issuances to fund capital expenditures, acquisitions and operating
losses was $5.7 million and $12.4 million for the nine-months ended September 30, 2000 and 1999, respectively.

Capital
expenditures for the nine-months ended September 30, 2000 and 1999, were $79.4 million and $222.0 million, respectively, including
$8.5 million and $25.9 million of capitalized interest. Capital expenditures between September 30, 2000 and the close of sale of assets to Time Warner Telecom Inc. are
expected to be approximately $20.1 million.

15

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## 

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

INTEREST RATE MARKET RISKThe Company has fixed income investments consisting of cash equivalents, short-term investments
in U.S. government debt instruments, certificates of deposit and commercial paper.

Interest
income earned on the Company's investment portfolio is affected by changes in the general level of U.S. interest rates. The Company believes that it is not exposed to
significant changes in fair value because such investments are classified as available-for-sale and held-to-maturity and are recorded at amortized cost. The fair value of each investment approximates
its amortized cost.

The
following table provides information about the Company's risk exposure associated with changing interest rates. Currently, the Company does not use derivative financial
instruments to manage its interest rate risk.

|                            |               | Expected Maturity                  |  
|--------------------------- | ------------- | ---------------------------------- | -
|
|
|Long-term Debt:             |               |                                    |  
|                            | Fixed rate    |                                    |  
|                            |               | Average interest rate              |  
|                            | Variable rate |                                    | $
|                            |               | Average interest rate (LIBOR plus) |  
|Capital Leases:             |               |                                    |  
|                            | Fixed rate    |                                    | $
|                            |               | Average interest rate              |  
|Redeemable Preferred Stock: |               |                                    |  
|                            | Fixed rate    |                                    |  
|                            |               | Average interest rate              |  

---

MARKET PRICE RISKThe Company's risk exposure associated with market price is limited to its long-term debt
that is publicly traded. These bonds are recorded at book value, which could vary from current market prices.

FOREIGN CURRENCY MARKET RISKAlthough the Company conducts some business in Canada, the international operations were not
material to the Company's consolidated financial position. Accordingly, the Company was not subject to material foreign currency exchange rate risk from the effects that exchange rate movements of
foreign currencies would have on the Company's future costs or on future cash flows it would receive.

16

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## 

PART IIOTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Reference is made to the discussion of "Sheifelbein v. GST, et al." in Item 3 of our annual report on Form 10-K for the year ended December 31,
1999, in which we disclosed that, on October 21, 1999, the first of several putative securities class action lawsuits was filed against GST, certain former officers and directors and, in the
Sheifelbein lawsuit, Global Light Telecommunications, Inc.

On
April 28, 2000, GST and the other defendants filed motions to dismiss the consolidated lawsuits.

On
October 20, 2000, the Court ruled upon the motions of all defendants other than GST (against whom the action is stayed) and dismissed the complaint without leave to amend.
The Company believes that the opinion issued by the Court would apply to any claims asserted against GST were the claims against GST to proceed in the future. No appeal has yet been taken by the
plaintiffs from the October 20, 2000 ruling of the Court. The Company is currently unable to state whether the plaintiffs will elect to further pursue their claims in this matter.

Pursuant
to Section 362 of the United States Bankruptcy Code, all pending litigation against GST and its subsidiaries is subject to an automatic stay.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.



2
(a)
Asset Purchase Agreement by and among Time Warner Telecom Inc., GST Telecommunications, Inc., GST USA, Inc. and other parties identified therein, dated September 11, 2000, incorporated by reference to
Exhibit 99.1 to the Company's Form 8-K dated September 12, 2000.27

Financial Data Schedule (filed herewith)




Reference
is made to the report on Form 8-K filed on September 12, 2000, on which we reported the following:

On
September 11, 2000, the Company and Time Warner Telecom Inc. executed a definitive asset purchase agreement which provides for the purchase of substantially all of
the Company's assets, excluding certain assets in Hawaii and certain non-core businesses for $690 million.

Reference
is made to the report on Form 8-K filed on October 4, 2000, on which we reported the following:

On
September 21, 2000, the Company announced the U.S. District Court for the District of Delaware approved the definitive asset purchase agreement between the Company and Time
Warner Telecom Inc. Closing of the purchase is subject to regulatory approvals and other customary terms and conditions.

17

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## 

SIGNATURES

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

|Date: November 14, 2000 |  | GST TELECOMMUNICATIONS, INC.(Registrant)
|----------------------- |  | ----------------------------------------
|                        |  |                                         

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