SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                           -------------------------

                                    FORM 10-Q/A2

(Mark One)

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

For the quarterly period ended MARCH 31, 1997
                               --------------

                                       OR

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

For the transition period from          to
                               --------    ----------

                         Commission file number 333-8807
--------------------------------------------------------------------------------
                          GST TELECOMMUNICATIONS, INC.



             (Exact name of Registrant as Specified in its Charter)

          CANADA                                          NOT APPLICABLE
----------------------------                       ----------------------------
(State or Other Jurisdiction                       (IRS Employer Identification
 of Incorporation or Organization)                                Number)

4317 NE THURSTON WAY, VANCOUVER, WA                                98662
----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip Code)

Registrant's Telephone Number, Including Area Code: (360) 254-4700
                                                    --------------

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

<PAGE>

                  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 May 14,
1997, there were outstanding 25,798,642 Common Shares, without par value, of the
Registrant.
<PAGE>
                          GST TELECOMMUNICATIONS, INC.

                                      INDEX

                                                                         Page(s)
                                                                         -------

                          PART I: FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS:

               Consolidated  Condensed  Balance Sheet - March 31,           3
               1997 (unaudited) and September 30, 1996

               Consolidated  Condensed Statements of Operations -           4
               Three  Months  Ended March 31, 1997 and 1996,  Six
               Months  ended  March  31,  1997  and 1996 and 1995
               (unaudited)

               Consolidated  Condensed Statements of Cash Flows -           5
               Six  Months   Ended   March  31,   1997  and  1996
               (unaudited)

               Notes   to   Consolidated    Condensed   Financial           6
               Statements (unaudited)

                           PART II: OTHER INFORMATION                       

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K                            11

     (a)       Exhibits

     *Exhibit 10.1       Employment  Agreement  dated  March  11,  1997,  by and
                         between GST USA, Inc. and Joseph Basile, Jr.

     *Exhibit 10.2       Employment Agreement dated  February 10,  1997,  by and
                         between  GST  USA,  Inc. GST Telecom Inc. and Daniel L.
                         Trampush

      Exhibit 27         Financial Data Schedule

-------------------
*    Filed with the Registrant's  initial filing of the Form 10-Q for the period
     ended March 31, 1997.

SIGNATURES                                                                 12






                                2
<PAGE>


Part 1. Financial Information

                         GST Telecommunications, Inc.

                      CONSOLIDATED CONDENSED BALANCE SHEET
               MARCH 31, 1997 (unaudited) and September 30, 1996

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                      March 31, 1997        September 30, 1996    (1)
<S>                                                                    <C>                      <C>      
ASSETS
   Current assets
      Cash and cash equivalents                                        $  37,073                $  61,343
      Restricted cash                                                     11,261                   16,000
      Accounts receivable, net                                            15,407                    9,472
      Investments                                                          2,000                    5,176
      Inventories                                                          2,808                    2,406
      Prepaid expenses and other current assets                            7,531                    6,151
                                                                       ---------                ---------

           Total current assets                                           76,080                  100,548
                                                                       ---------                ---------

   Property, plant and equipment                                         258,325                  134,714
     less accumulated depreciation                                       (12,407)                  (7,139)
                                                                       ---------                ---------
                                                                         245,918                  127,575


   Other assets                                                           86,508                   79,424
     less accumulated amortization                                       (10,560)                  (5,846)
                                                                       ---------                ---------
                                                                          75,948                   73,578

                                                                       $ 397,946                $ 301,701
                                                                       =========                =========

LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities
      Accounts payable                                                 $  10,166                $  12,443
      Accrued liabilities                                                 19,395                   26,743
      Current portion of capital lease obligations                           723                      722
      Current portion of long term debt                                    1,650                    4,832
      Other current liabilities                                              355                      726
                                                                       ---------                ---------

           Total current liabilities                                      32,289                   45,466
                                                                       ---------                ---------


   Deferred compensation                                                     158                      158
   Capital lease obligation, less current portion                          1,628                    1,453
   Long term debt, less current portion                                  287,495                  232,674

   Minority interest in subsidiaries                                      11,661                      182

   Preference shares                                                      50,000                     --

   Shareholders' equity

      Common shares                                                      124,457                   72,647
      Commitment to issue shares                                           5,009                   25,454
      Deficit                                                           (114,751)                 (76,333)
                                                                       ---------                ---------

           Total shareholders' equity                                     14,715                   21,768
                                                                       ---------                ---------

                                                                       $ 397,946                $ 301,701
                                                                       =========                =========
</TABLE>
(1)      The  information in this column was derived from the Company's  audited
         financial statements as of September 30, 1996.

                                3

<PAGE>
                          GST TELECOMMUNICATIONS, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                       MARCH 31, 1997 AND 1996 (UNAUDITED)
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                             Three Months                           Six Months
                                                            Ended March 31,                       Ended March 31,
                                                   -------------------------------       -------------------------------

                                                        1997              1996                1997               1996
                                                   ------------       ------------       ------------       ------------
<S>                                                <C>                <C>                <C>                <C>         
Revenue:

      Telecommunication services                   $     19,619       $      7,000       $     38,056       $     11,534
      Telecommunication products                          5,073              1,343              9,853              3,328
                                                   ------------       ------------       ------------       ------------

                                                         24,692              8,343             47,909             14,862
                                                   ------------       ------------       ------------       ------------
Operating costs and expenses:

      Network expenses                                   16,929              5,653             32,657              9,879
      Facilities administration and maintenance           3,120              1,833              6,445              3,174
      Cost of product revenues                            1,863                865              3,684              1,670
      Selling, general and administrative                15,391              6,298             30,623             10,780
      Research and development                              616                317              1,026                600
      Depreciation and amortization                       4,481              1,958              9,170              3,278
                                                   ------------       ------------       ------------       ------------

                                                         42,400             16,924             83,605             29,381
                                                   ------------       ------------       ------------       ------------

 Loss from operations                                   (17,708)            (8,581)           (35,696)           (14,519)
                                                   ------------       ------------       ------------       ------------

Other expenses (income)

      Interest income                                      (538)            (2,128)            (1,377)            (2,397)
      Interest expense                                    5,384              6,241             10,818              7,968
      Loss from joint venture                              --                  375               --                  603
      Other                                              (6,928)                63             (6,820)                36
                                                   ------------       ------------       ------------       ------------
                                                         (2,082)             4,551              2,621              6,210
                                                   ------------       ------------       ------------       ------------

Loss before income taxes
      and minority interest                             (15,626)           (13,132)           (38,317)           (20,729)
                                                   ------------       ------------       ------------       ------------

      Income Taxes                                         (118)                (1)              (114)               (18)
      Minority interest in loss of subsidiaries             (40)                64                 13                239
                                                   ------------       ------------       ------------       ------------
                                                           (158)                63               (101)               221

Net loss                                           $    (15,784)      $    (13,069)      $    (38,418)           (20,508)
                                                   ============       ============       ============       ============

Net loss per common and common
      equivalent share                             $      (0.68)      $      (0.72)      $      (1.69)      $      (1.13)
                                                   ============       ============       ============       ============

Weighted average common and common
      equivalent shares outstanding                  23,158,334         18,263,335         22,692,602         18,161,068
                                                   ============       ============       ============       ============
</TABLE>
                                4
<PAGE>
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                  MARCH 31, 1997 AND MARCH 31, 1996 (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                             Six Months
                                                                                           Ended March 31,

                                                                                  ------------------------------

                                                                                      1997              1996
                                                                                  ------------------------------
<S>                                                                                 <C>                <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                          $ (38,418)         $ (20,508)
Adjustment to reconcile net income to net cash used in operating activities
     Minority interest in loss of subsidiaries                                          (13)              (239)
     Loss on investments in affiliates                                                  585                603
     Accretion of interest                                                            8,824              6,509
     Amortization and depreciation                                                    9,909              3,278
     Stock compensation                                                                 351               --
     Issuance of stock for financing commitments                                       --                  230
     Gain on sale of subsidiary shares                                               (7,424)              --
Changes in non-cash operating working capital:
     Receivables                                                                     (2,976)               979
     Inventory                                                                         (402)              (560)
     Prepaid expenses and other                                                      (1,272)            (1,658)
     Accounts payable and accrued liabilities                                        (3,900)            (1,851)
     Deferred revenue                                                                  (121)              (236)
                                                                                  ---------          ---------

NET CASH USED IN OPERATING ACTIVITIES                                               (34,857)           (13,453)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of subsidairy shares, net                                         27,365               --
Proceeds from sale of marketable securities                                           5,176               --
Purchase of marketable securities                                                    (2,000)            (4,654)
Acquisition of subsidiaries, net of cash acquired                                      (672)              (178)
Acquisition of property and equipment                                              (117,289)           (21,386)
Purchase of other assets                                                            (10,143)            (2,663)
                                                                                  ---------          ---------
NET CASH USED IN INVESTING ACTIVITIES                                               (97,563)           (28,881)

CASH FLOWS FROM FINANCING ACTIVITIES
Collection of warrants receivable                                                    20,815               --
Issuance of common shares                                                             1,650              1,572
Issuance of preference shares                                                        50,000               --
Deferred financing costs                                                             (1,728)            (7,989)
Principal payments on capital leases                                                   (350)              (157)
Principal payments on long term debt                                                 (4,865)              (390)
Proceeds from long term debt                                                         42,628            179,625
                                                                                  ---------          ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                         108,150            172,661
                                                                                  ---------          ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (24,270)           130,327
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     61,343              6,024
                                                                                  ---------          ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $  37,073          $ 136,351
                                                                                  =========          =========
</TABLE>

                                5
<PAGE>
                          GST TELECOMMUNICATIONS, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)

1.                  BASIS OF PRESENTATION

                    The accompanying  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 Exchange  Commission.  In the opinion of management,  the statements include
all the adjustments necessary (which are of normal and recurring nature) for the
fair  presentation  of  the  results  of the  interim  period  presented.  These
financial  statements  should be read in conjunction with the Company's  audited
consolidated  financial  statements  for the year ended  September  30, 1996, as
included in the Company's Annual Report on Form 10-K.

2.                  NET LOSS PER COMMON AND COMMON EQUIVALENT SHARE

                    Net loss per common and common  equivalent share is computed
using the  weighted  average  number of common and  dilutive  common  equivalent
shares assumed to be outstanding  during the period.  Common  equivalent  shares
consist of options and warrants to purchase common shares.

3.                  INVENTORIES

                    Inventories, net of reserves, stated at the lower of cost or
market consist of:

                                        March 31, 1997       September 30, 1996
                                       ----------------      -------------------

Raw Material                           $    1,187           $       378
Work in Progress                              307                   346
Finished Goods                                374                   317
Refurbished inventory held for sale           940                 1,365
                                       ----------------      -------------------

             Total Inventories               2,808                 2,406
                                       ================      ===================
   
4.                  SHAREHOLDERS' EQUITY

                    Shares authorized and outstanding are as follows:

                                 March 31, 1997         September 30, 1996
                                ----------------      ---------------------

Common Shares, no par value        25,612,077               21,257,697

Unlimited number of
common shares authorized
    
                                6

<PAGE>
5.                  SUPPLEMENTAL CASH FLOW INFORMATION

                    As a result of an acquisition,  the Company  recorded $3,837
in assets and $379 in  liabilities  during the six months  ended March 31, 1997.
The Company  purchased  $524 in assets via capital  leases during the six months
ended March 31, 1996.  Accounts payable and accrued  liabilities include $15,303
in fixed asset  purchases at March 31,  1997.  During the six months ended March
31, 1997, the Company made $1,605 in interest payments

6.                  ACCOUNTING CHANGE

                    Effective   January  1,  1997,  the  Company  increased  the
estimated  depreciable  life of its  telecommunications  networks  from 10 to 20
years and decreased the estimated  depreciable life of certain equipment from 10
to five years.  These  estimates  were changed to better  reflect the  estimated
period  during  which  these  assets will remain in service and result in useful
lives which are more consistent with industry practice. The changes in estimates
of  depreciable  lives were made on a prospective  basis,  beginning  January 1,
1997.  The effect of this  change was to decrease  depreciation  expense and net
loss for the three months ended March 31, 1997 by $311.

7.                  RECENT DEVELOPMENTS

                    In February 1997 NACT  Telecommunications,  Inc. ("NACT") (a
subsidiary of the Company)  completed an initial  public  offering of its common
stock  pursuant  to which the  Company and NACT sold one million and two million
shares, respectively, of NACT's common stock, resulting in gross proceeds to the
Company  and  NACT of $10  million  and $20  million,  respectively. The Company
recognized a $7.4 million gain on the sale of NACT common stock.  As a result of
this transaction, the Company's interest in NACT decreased from 100% to 63%.

                    Also in  February  1997,  the  Company  completed  a private
placement  of  $50  million  in  redeemable  preferred  shares  (the  "Preferred
Shares"). The Preferred Shares, which are convertible at any time after February
28, 2000 at an imputed  price of $11.375 per share,  will not pay  dividends  in
cash,  except  to the  extent  cash  dividends  are paid on  Common  Shares.  In
addition,  the  liquidation and redemption  prices of the Preferred  Shares will
accrete at a  semi-annual  rate of 11.875%.  Under  certain  circumstances,  the
Preferred Shares will also be subject to mandatory conversion or redemption.

                    In May 1997,  the  Company  issued  $265  million  in senior
secured notes due May 1, 2007.  The notes bear interest at a rate of 13.25% with
semi-annual  interest  payments due  beginning  November 1, 1997.  Approximately
$93.8  million  of the  proceeds  have  been set  aside to fund  the  first  six
scheduled interest  payments.  The remainder of the net proceeds will be used to
purchase and install telecommunications equipment.

                                7

<PAGE>
8.
GST USA, INC. (A)
CONSOLIDATED CONDENSED BALANCE SHEET
MARCH 31, 1997 (UNAUDITED) AND SEPTEMBER 30, 1996
(IN THOUSANDS)
(STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                         March 31, 1997         September 30, 1996
<S>                                                        <C>                      <C>      
ASSETS

Current assets                                             $  56,811                $  77,506

Non-current assets                                           290,317                  168,882

                                                           ---------                ---------
      TOTAL ASSETS                                         $ 347,128                $ 246,388
                                                           =========                =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities                                        $  94,240                $  34,286

Non-current liabilities                                      264,128                  210,243

Minority interest                                             11,661                      182

                                                           ---------                ---------
      Total liabilities                                      370,029                  244,711
                                                           ---------                ---------

                                                           ---------                ---------
      Total shareholders' equity                             (22,901)                   1,677
                                                           ---------                ---------

                                                           ---------                ---------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $ 347,128                $ 246,388
                                                           =========                =========
</TABLE>


(A) GST USA,  Inc.  ("GUS") is a  wholly-owned  subsidiary  of the Company.  The
summarized financial  information of GUS is as of and for the three months ended
March  31,  1997  and  the  comparable  1996  period.   The  total   outstanding
indebtedness of GUS includes its senior discount notes with an accreted value of
$  190.1   million  as  of  March  31,  1997,   which  the  Company   fully  and
unconditionally guaranteed.  Separate financial statements and other disclosures
concerning GUS are not presented  because  management  has determined  that such
information is not materially different than the information already provided.

                                8

<PAGE>
GST USA, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
(IN THOUSANDS)
(STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                     Three Months                                   Six Months
                                                   Ended March 31,                                Ended March 31,
                                         -----------------------------------        ------------------------------------------

                                              1997                  1996                   1997                       1996
                                         ---------------       -------------        -----------------          ---------------

<S>                                        <C>                  <C>                  <C>                         <C>           
Revenue                                    $      16,088        $      8,343         $         31,249            $      14,862

Operating costs and expenses               $      33,935        $     16,409         $         65,897            $      28,498
                                         ---------------       -------------        -----------------          ---------------

      Loss from operations                 $     (17,847)       $     (8,066)        $        (34,648)           $     (13,636)

Other expenses                             $       4,485        $      3,963         $          1,521            $       5,123
                                         ---------------       -------------        -----------------          ---------------

Net Loss                                   $     (13,362)       $    (12,029)        $        (33,127)           $     (18,759)
                                         ===============       =============        =================          ===============
</TABLE>

                                9

<PAGE>
GST USA, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
(IN THOUSANDS)
(STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                                Six Months
                                                             Ended March 31,

                                                   ----------------------------------

                                                         1997                1996e
                                                   ---------------     --------------

<S>                                                <C>                  <C>
Cash used in operations                            $      (33,496)      $     (12,713)

Cash used in investing                                    (94,166)            (27,027)

Cash provided by financing                                107,791             151,706
                                                   ---------------     --------------

Increase in cash and cash equivalents                     (19,871)            111,966

Cash and cash equivalents, beginning of period             41,420               3,894
                                                   ---------------     --------------

Cash and cash equivalents, end of period           $       21,549       $     115,860
                                                   ===============     ==============
</TABLE>

                               10

<PAGE>
                           PART II: OTHER INFORMATION

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

           Exhibit 27                       Financial Data Schedule




                                       11
<PAGE>
                               S I G N A T U R E S

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: August 4, 1997                   GST TELECOMMUNICATIONS, INC.
      --------------                   (Registrant)



                                        /S/ DANIEL L. TRAMPUSH
                                       -------------------------------------
                                       Daniel L. Trampush,
                                       (Senior Vice President and Chief
                                       Financial Officer)



                                       12