<PAGE>

                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                            --------------------------
                                    FORM 10-Q

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

For the quarterly period ended March 31, 1998.
                                       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 000-23387


                                        TELIGENT, INC.
           (Exact Name of Registrant as Specified in its Charter)


         DELAWARE                                            54-1866562
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

        8065 LEESBURG PIKE
        VIENNA, VIRGINIA                                        22182
(Address of Principal Executive Offices)                      (Zip Code)

    Registrant's Telephone Number, Including Area Code: (703) 762-5100

          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 [_].


The number of shares  outstanding of each of the registrant's  classes of common
stock as of May 11, 1998 was as follows:

                         Common Stock, Class A         8,165,129
                         Common Stock, Class B        44,426,299



<PAGE>



                          TABLE OF CONTENTS


PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

             Condensed Balance Sheets -
               As of March 31, 1998 (unaudited) and December 31, 1997         3

             Unaudited  Condensed  Statements  of  Operations -  
               For the three months ended March 31, 1998 and 1997, 
               and for the period March 5, 1996 (date of inception) 
               to March 31, 1998                                              4

             Condensed Statements of Shareholders' Equity (Deficit) -
               For the period March 5, 1996 (date of  inception) to 
               December 31,  1997,  and for the three months ended 
               March 31, 1998 (unaudited)                                     5

             Unaudited  Condensed  Statements  of Cash  Flows - 
               For the three months ended March 31, 1998 and 1997,
               and for the period March 5, 1996 (date of inception)
               to March 31, 1998                                              6

             Notes to Unaudited Condensed Financial Statements                7

Item 2.      Management's Discussion and Analysis of Financial 
               Condition and Results of Operations                            9

PART II.     OTHER INFORMATION

Item 2.      Use of Proceeds                                                12

Item 6.      Exhibits and Reports on Form 8-K                               12

SIGNATURES

EXHIBITS INDEX

                                       2
<PAGE> 

PART I        FINANCIAL INFORMATION
 Item 1.      Condensed Financial Statements

                                 TELIGENT, INC.
                          (a development stage company)
                            CONDENSED BALANCE SHEETS
                             (amounts in thousands)
<TABLE>
<CAPTION>

                                                   March 31,  December 31,
                                                      1998       1997
                                                      ----       ----
                                                   (unaudited)
 <S>                                                   <C>        <C>  
Assets
Current assets:
  Cash and cash equivalents                        $ 636,933  $ 424,901
  Prepaid expenses and other current assets            8,646      7,087
  Restricted cash and investments                     31,796     30,373
                                                   ---------  ---------
    Total current assets                             677,375    462,361
Property and equipment, net                           58,019      8,186
Restricted cash and investments                       64,599     64,702
Intangible assets, net                                66,821     60,354
Other assets                                             807        777
                                                   ---------  ---------
    Total assets                                   $ 867,621  $ 596,380
                                                   =========  =========

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                                 $  53,723  $  16,577
  Accrued interest and other current liabilities      15,812      4,468
                                                   ---------  ---------
    Total current liabilities                         69,535     21,045
11 1/2% Senior Notes, due 2007                       300,000    300,000
11 1/2% Senior Discount Notes, due 2008              253,650       --
Other non-current liabilities                          1,423      1,189
Commitments and contingencies
Stockholders' equity:
  Preferred stock                                       --         --
  Common stock                                           526        526
  Additional paid-in capital                         442,982    436,307
  Deficit accumulated during the development stage  (190,245)  (151,687)
                                                   ---------  ---------
                                                     253,263    285,146
  Notes receivable from Executive, net               (10,250)   (11,000)
                                                   ---------  ---------
    Total stockholders' equity                       243,013    274,146
                                                   ---------  ---------
  Total liabilities and stockholders' equity       $ 867,621  $ 596,380
                                                   =========  =========
</TABLE>
                  See notes to condensed financial statements.

                                       3

<PAGE>

                                 TELIGENT, INC.
                          (a development stage company)
                       CONDENSED STATEMENTS OF OPERATIONS
             (amounts in thousands, except share and per share data)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                   Period from March 5
                                                            Three Months Ended    1996 (date of inception)        
                                                                   March 31,            to March 31,
                                                               1998           1997         1998
                                                             --------        ------      --------
<S>                                                               <C>          <C>           <C>   
Revenues:
 Communications services                                   $       98  $         --   $       131
 Management fees and other services                                --           635         4,664
                                                             --------        ------      --------
     Total revenues                                                98           635         4,795
                                                             --------        ------      --------

Costs and expenses:
 Cost of services                                               7,391           547        13,801
 Sales, general and administrative expenses                    19,229         4,556        72,277
 Stock-based compensation                                       6,630         2,084        93,451
 Depreciation and amortization                                  1,573            87         8,191
                                                             --------        ------      --------

     Total costs and expenses                                  34,823         7,274       187,720
                                                             --------       -------      --------

 Loss from operations                                         (34,725)       (6,639)     (182,925)

Interest and other income                                       8,096             3        11,348
Interest expense                                              (11,929)         (127)      (18,668)
                                                             --------       -------      --------

Net loss                                                 $    (38,558) $     (6,763) $   (190,245)
                                                             ========       =======      ========

Net loss per share                                       $      (0.73) $      (0.15) $      (4.02)
                                                             ========       =======      ========

Weighted average common shares outstanding                 52,585,382    44,426,299    47,347,100
                                                           ==========    ==========    ==========
</TABLE>

                  See notes to condensed financial statements.

                                                4

<PAGE>
                                 TELIGENT, INC.
                          (a development stage company)
             CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
         Period from March 5, 1996 (date of inception) to March 31, 1998
                             (amounts in thousands)

<TABLE>
<CAPTION>

                                                        Capital      / -------- Common Stock -------- /
                                                     Contributions    A     B-1     B-2    B-3    Total
                                                    -------------- ------ ------  ------  ------  ------
<S>                                                      <C>         <C>    <C>     <C>     <C>    <C>   
Balance at March 5, 1996 (date of inception)            $      --  $   --  $  --   $ --  $  --  $   --
Member capital contributions                               24,058
Notes receivable from Executive
Amortization of notes receivable from Executive
Net loss
                                                         --------  ------ ------  ------  ------  ------  
                                                                                                            
   Balance at December 31, 1996                            24,058      --     --      --      --      --
                                                         --------  ------ ------  ------  ------  ------  
Contribution of licenses from members                       8,497
Acquisition                                                31,500
Cash contributions                                        100,301
Conversion of member interests
  to capital stock                                       (164,356)     19    214     172      23     428
Conversion of CARs and Appreciation Units
   to stock options
Equity contribution prior to public offering                   35      35
Public stock offering                                          63      63
Amortization of notes receivable from Executive
Net loss
                                                                   
                                                         --------  ------ ------  ------  ------  ------
   Balance at December 31, 1997                                --      82    214     172      58     526
                                                         --------  ------ ------  ------  ------  ------

Exercise of stock options
Stock-based compensation
Amortization of notes receivable from Executive
Net loss
                                                                
                                                         --------  ------  ------  ------  ------  ------
   Balance at March 31, 1998 (unaudited)                 $     --  $   82  $  214  $  172  $   58  $  526
                                                         ========  ======  ======  ======  ======  ======
</TABLE>
<TABLE>
<CAPTION>

                                                                                         Notes
                                                     Additional                       Receivable
                                                        Paid-in      Accumulated         From
                                                        Capital         Deficit        Executive      Total
                                                       ---------      ----------      ----------   ---------- 
<S>                                                       <C>               <C>            <C>          <C>                         
 Balance at March 5, 1996 (date of inception)          $      --      $      --       $      --    $       --             
 Member capital contributions                                                                          24,058
 Notes receivable from Executive                                                        (15,000)      (15,000)
 Amortization of notes receivable from Executive                                          1,000         1,000
 Net loss                                                               (13,633)                      (13,633)
                                                       ---------      ----------      ----------   -----------
    Balance at December 31, 1996                              --        (13,633)        (14,000)       (3,575)
                                                       ---------      ----------      ----------   -----------
 Contribution of licenses from members                                                                  8,497
 Acquisition                                                                                           31,500
 Cash contributions                                                                                   100,301
 Conversion of member interests
   to capital stock                                     163,928                                            --
 Conversion of CARs and Appreciation Units
    to stock options                                     86,821                                        86,821
 Equity contribution prior to public offering            59,965                                        60,000
 Public stock offering                                  125,593                                       125,656
 Amortization of notes receivable from Executive                                          3,000         3,000
 Net loss                                                              (138,054)                     (138,054)
                                                        
                                                       ---------      ----------      ----------   -----------          
    Balance at December 31, 1997                        436,307        (151,687)        (11,000)      274,146
                                                       ---------      ----------      ----------   -----------
 Exercise of stock options                                   45                                            45
 Stock-based compensation                                 6,630                                         6,630
 Advance to employee on option value                         --                                            --
 Amortization of notes receivable from Executive                                            750           750
 Net loss                                                               (38,558)                      (38,558)
                                                       ---------      ----------      ----------   -----------
    Balance at March 31, 1998 (unaudited)              $ 442,982      $(190,245)      $ (10,250)   $  243,013
                                                      ==========      ==========      ==========   ===========

</TABLE>
                  See notes to condensed financial statements.

                                        5


<PAGE>

                                 TELIGENT, INC.
                         (a development stage company)
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (amounts in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                           Period from March
                                                                            5, 1996 (Date of     
                                                       Three Months Ended     inception) to
                                                            March 31,          March 31,
                                                        1998         1997        1998
                                                     ---------     --------    ---------
<S>                                                           <C>       <C>       <C>  
Cash flows from operating activities:
Net loss                                            $ (38,558)     $ (6,763)   $(190,245)
Adjustments to reconcile net loss to net cash 
  used in operating activities:
   Depreciation and amortization                        1,573            87        8,191
   Amortization of notes receivable from Executive        750           750        4,750
   Amortization of discount on long-term debt           2,947          --          2,947
   Amortization of debt issue costs                       262          --            321
   Other noncurrent liabilities                           234           219        1,423
   Stock-based compensation                             6,630         2,084       93,451
   Other                                                  (30)         --           (807)
   Changes in current assets and current liabilities:
    Prepaid expenses and other current assets          (1,559)         (353)      (8,133)
    Accounts payable                                   (3,783)         (789)      12,794
    Accrued interest and other current liabilities     11,344           252       15,812
                                                   ----------    ----------   ----------
Net cash used in operating activities                 (20,190)       (4,513)     (59,496)
                                                   ----------    ----------   ----------

Cash flows from investing activities:
 Restricted cash and investments                       (1,320)         --        (96,395)
 Purchase of property and equipment                    (9,648)       (1,388)     (23,317)
 Acquisitions and other investments                      --          (5,570)     (10,720)
                                                   ----------    ----------   ----------
   Net cash used in investing activities              (10,968)       (6,958)    (130,432)
                                                   ----------    ----------   ----------

Cash flows from financing activities:
 Proceeds from bank borrowing                            --          11,500       42,500
 Repayment of bank borrowing                             --            --        (42,500)
 Members contributions                                   --            --        109,359
 Equity contribution prior to public offering            --            --         60,000
 Net proceeds from issuance of common stock              --            --        125,656
 Proceeds from long-term debt                         250,703          --        550,703
 Debt financing costs                                  (7,558)         --        (18,902)
 Proceeds from exercise of stock options                   45          --             45
                                                   ----------    ----------   ----------
   Net cash provided by financing activities          243,190        11,500      826,861
                                                   ----------    ----------   ----------
Net increase in cash and equivalents                  212,032            29      636,933
Cash and cash equivalents, beginning of period        424,901         1,303         --
                                                   ----------    ----------   ----------
Cash and cash equivalents, end of period           $  636,933    $    1,332   $  636,933
                                                   ==========    ==========   ==========
</TABLE>

                  See notes to condensed financial statements.

                                       6


<PAGE>

                                 TELIGENT, INC.
                          (a development stage company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

1.       The Company

         Teligent,  Inc.  ("Teligent"  or the  "Company") (a  development  stage
company) was formed in September 1997, as a wholly owned subsidiary of Teligent,
L.L.C.  On November 21, 1997,  concurrent with an initial public offering of the
Company's  Class A  Common  Stock,  Teligent,  L.L.C.  merged  with and into the
Company  (the  "Merger")  with the Company as the  surviving  entity.  Teligent,
L.L.C. was originally formed in March 1996, by Microwave Services,  Inc. ("MSI")
and Digital Services  Corporation  ("DSC"),  both of which,  through affiliates,
have extensive experience in pioneering wireless telecommunications  businesses.
Prior to the Merger, Nippon Telegraph and Telephone Corporation ("NTT"), through
its wholly owned subsidiary  NTTA&T,  acquired a 5% interest in Teligent L.L.C.,
and immediately  after the Merger acquired an additional 7.5% equity interest in
the Company.  All of Teligent,  L.L.C.'s  member  interests  were converted into
shares  of  common  stock  upon the  Merger  in a manner  proportionate  to each
member's percentage interest in Teligent, L.L.C.
immediately prior to the Merger.

         Teligent, currently in the development stage,  intends to be a premier
provider of high quality,  low cost voice,  data,  and video  telecommunications
services  primarily to small and medium size  businesses.  through its own fixed
local wireless  point-to-multipoint  broadband networks and leased long distance
facilities

2.       Significant Accounting Policies

         Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements  included
herein  have been  prepared  by the  Company  in  accordance  with the rules and
regulations of the Securities and Exchange Commission ("SEC"). In the opinion of
the Company's management,  all adjustments and reclassifications of a normal and
recurring nature necessary to present fairly the financial position,  results of
operations  and cash flows for the  periods  presented  have been made.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles  ("GAAP")
have been  condensed  or omitted  pursuant to SEC rules and  regulations.  These
condensed unaudited financial  statements should be read in conjunction with the
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-K for the period ended  December  31, 1997 filed with the  Securities
and Exchange  Commission on March 31, 1998.  The results of  operations  for the
three months ending March 31, 1998 are not necessarily indicative of the results
that may be expected for the full year.

         Use of Estimates

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.

      Income Taxes

      The Company uses the  liability  method of  accounting  for income  taxes.
Deferred income taxes result from temporary differences between the tax basis of
assets and  liabilities  and the basis  reported  in the  financial  statements.
During the period ended March 31, 1998, the Company did not record an income tax
provision given the significant  operating losses and based on the fact that any
resultant asset would be fully reserved.

                                       7
<PAGE>


      Net Loss Per Share

     During 1997,  the Company  adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share", which requires the
Company  to present  basic and fully  diluted  earnings  per share for all years
presented.  For the  period  prior to 1998,  the  Company's  net loss per  share
calculation (basic and fully diluted), is based upon the number of common shares
outstanding  immediately prior to the initial public offering, as if outstanding
for all periods  presented  similar to a stock split,  plus the weighted average
common shares issued  subsequent to the initial public  offering.  The Company's
1998 net loss per share  calculation  (basic to fully  diluted)  is based on the
weighted average common shares  outstanding.  There are no reconciling  items in
the numerator or  denominator  of the Company's net loss per share  calculation.
Employee  stock  options  have  been  excluded  from  the  net  loss  per  share
calculation because their effect would be anti-dilutive.

      Comprehensive Income

      Effective  January 1, 1998, the Company adopted SFAS No. 130,  "Reporting
of Comprehensive  Income" ("SFAS No. 130").  SFAS No. 130 establishes  standards
for the  display of  comprehensive  income and its  components  in a full set of
financial statements. Comprehensive income includes all changes in equity during
a period  except  those  resulting  from the  issuance  of  shares  of stock and
distributions  to shareholders.  There were no differences  between net loss and
comprehensive loss.

3.       Supplemental Disclosure of Cash Flow Information

         Investing Activities:

     During the three months ended March 31, 1998, the Company  incurred capital
expenditures of approximately $50.6 million, of which $40.9 million was accrued,
and is not reflected in the  accompanying  condensed statement of cash flows.

4.    Capital Stock

     During the three months ended March 31, 1998,  stock options were exercised
to purchase  6,860 shares of the Company's  Class A Common Stock.  The number of
shares of the Company's  Class A Common Stock issued and outstanding as of March
31, 1998 was 8,163,270 shares.

5.   Discount Note Offering

      On February 20, 1998,  the Company  completed an offering  (the  "Discount
Notes  Offering")  of $440 million 11 1/2% Senior  Discount  Notes due 2008 (the
"Discount Notes").  The Discount Notes carry zero-coupon interest until March 1,
2003,  after which the Discount  Notes pay interest at 11 1/2%,  payable March 1
and September 1 through March 1, 2008. The Company received approximately $243.1
million net proceeds from the Discount  Notes  Offering,  after  deductions  for
offering expenses of approximately $7.6 million.

                                       8

<PAGE>


 Item 2. Management's Discussion and Analysis of Financial Condition and Results
         of Operations


       Except for any  historical  information  contained  herein,  the  matters
discussed in this quarterly report on Form 10-Q contain certain "forward-looking
statements" within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended,  and should be read in  conjunction  with the  Company's  1997
Annual Report on Form 10-K. Such  forward-looking  statements  involve known and
unknown risks,  uncertainties and other factors  including,  but not limited to,
economic,  key employee,  competitive,  governmental and  technological  factors
affecting  the  Company's  growth,  operations,   markets,  products,  services,
licenses and other  factors  discussed in the  Company's  other filings with the
Securities and Exchange Commission.  These factors may cause the actual results,
performance  or  achievements  of  the  Company,  or  industry  results,  to  be
materially  different  from any  future  results,  performance  or  achievements
expressed   or  implied  by  such   forward-looking   statements.   Given  these
uncertainties,  prospective  investors are cautioned not to place undue reliance
on such forward-looking statements.

Overview

     Teligent   intends  to  capitalize  on  a  convergence  of   technological,
regulatory  and market  developments  to capture  revenues in the estimated $110
billion business  telecommunications  market. Teligent's goal is to be a premier
full-service,  integrated  communications  company  that  will  offer  small and
medium-sized  business  customers  local,  long  distance,  high-speed  data and
Internet   services  over  its  own,  digital  wireless  networks  in  74  major
metropolitan areas in the United States.

      The  Company's  business  commenced on March 5, 1996,  and the Company has
generated only nominal  revenues from operations to date.  Prior to the transfer
by MSI and DSC of their fixed wireless  licenses to the Company in October 1997,
revenues  and cash flows  associated  with  customers  using the fixed  wireless
licenses were  accounted for by MSI and DSC.  Accordingly,  Teligent's  historic
revenues  principally reflect certain management and administration  services to
MSI and DSC in connection with the  development,  construction  and operation of
their 18 GHz and  subsequently  24 GHz fixed  wireless  networks.  The Company's
primary   activities   have   focused  on  the   acquisition   of  licenses  and
authorizations,  the  acquisition  of  building  access  rights,  the  hiring of
management and other key personnel,  the raising of capital,  the acquisition of
equipment,   the  development  of  operating  systems  and  the  negotiation  of
interconnection agreements.

     The  Company  has  experienced  significant  operating  and net  losses and
negative  operating  cash flow to date and  expects to  continue  to  experience
increasing  operating and net losses and negative operating cash flow until such
time as it  develops  a  revenue-generating  customer  base  sufficient  to fund
operating  expenses.  The  Company  expects  that  operating  and net losses and
negative  operating  cash  flow  will  increase  significantly  as  the  Company
implements its growth strategy. See "--Liquidity and Capital Resources."

Results of Operations

      Prior to the transfer by MSI and DSC of their fixed  wireless  licenses to
the Company,  revenues and cash flows  associated with customers using the fixed
wireless licenses were accounted for by MSI and DSC. Accordingly,  the Company's
historic  revenues  principally  reflect certain  management and  administration
services to MSI and DSC in connection  with the  development,  construction  and
operation  of their 18 GHz and  subsequently  24 GHz  fixed  wireless  networks.
Additionally,  Teligent  was  reimbursed  by MSI and DSC for the cost of certain
services  provided  by  Teligent  prior to the  transfer by MSI and DSC of their
fixed wireless  licenses to Teligent,  in connection with the  construction  and
operation of the fixed wireless links related to the 18 GHz and 24 GHz licenses.

                                       9

<PAGE>

During the fourth quarter of 1997, the fixed wireless licenses  previously owned
by MSI and DSC were  contributed  to the  Company,  and the  management  service
arrangements  related to these licenses ended. During the first quarter of 1998,
the  Company   continued   to  focus  on  the   acquisition   of  licenses   and
authorizations,  the  acquisition  of  building  access  rights,  the  hiring of
management and other key personnel,  the raising of capital,  the acquisition of
equipment,   the  development  of  operating  systems  and  the  negotiation  of
interconnection agreements.


Three Months Ended March 31, 1998 Compared to March 31, 1997

      The   Company   generated   revenue   from   communications   services  of
approximately $0.1 million for the three months ended March 31, 1998. During the
three months ended March 31, 1997, the Company generated revenue of $0.6 million
for management and other services under arrangements that ended during 1997.

      During the three  months ended March 31,  1998,  the Company  continued to
grow and  develop its  infrastructure  resulting  in an overall  increase in its
operating expenses as compared with the three months ended March 31, 1997.

     Operating  expenses  for the  three  months  ended  March  31,  1998,  were
approximately   $34.8  million   relating   primarily  to  the  commencement  of
operations.  Operating  expenses  included  $7.4  million  of cost of  services,
primarily  consisting of headcount  related costs and site rent and  acquisition
expenses  related to network  operations,  $19.2  million of sales,  general and
administrative  expenses,  primarily consisting of headcount-related  costs, and
$6.6  million of non-cash  expense  associated  with  stock-based  compensation.
Depreciation  and  amortization  for the three  months was $1.6  million  due to
higher capital  expenditures  and  amortization  of intangibles  acquired in the
fourth quarter of 1997. Interest expense for the three months was $11.9 million,
comprised of interest on the 11 1/2% Senior Notes issued in November  1997,  and
the 11 1/2% Senior  Discount Notes issued in February  1998.  Interest and other
income for the three months ended March 31, 1998, was $8.1 million, primarily as
a result of interest  earned on cash and  investments.  The  Company  expects to
generate significant operating and net losses for the next several years.

     For the three months ended March 31, 1997, the Company  incurred  operating
expenses of approximately  $7.3 million,  including $0.5 million relating to the
cost of services and $4.6 million of sales, general and administrative expenses,
and $2.1 million of non-cash expense  associated with stock-based  compensation.
Interest expense for the three months ended March 31, 1997 was $0.1 million.
                                       10

<PAGE>


Liquidity and Capital Resources

Discount Notes Offering

      On February 20, 1998,  the Company  completed an offering  (the  "Discount
Notes  Offering")  of $440 million 11 1/2% Senior  Discount  Notes due 2008 (the
"Discount Notes").  The Discount Notes carry zero-coupon interest until March 1,
2003,  after which the Discount  Notes pay interest at 11 1/2% per annum payable
March  1  and  September  1,  through  March  1,  2008.  The  Company   received
approximately  $243.1 million in net proceeds from the Discount Notes  Offering,
after deductions for offering expenses of approximately $7.6 million.

Historical Cash Flows

      At March 31, 1998, the Company  had working capital of $607.8  million and
cash and cash  equivalents of $636.9 million,  as compared to working capital of
$441.3  million and cash and cash  equivalents of $424.9 million at December 31,
1997.  The increase in working  capital from December 31, 1997 to March 31, 1998
is  primarily  the result of proceeds  from the  Discount  Notes  Offering.  The
buildout of the  Company's  networks  and the  marketing  of its  services  will
require significant capital and operating expenditures.

     The Company's total assets increased from $596.4 million as of December 31,
1997 to $867.6  million at March 31, 1998,  due  primarily to cash proceeds from
the Discount  Notes Offering and capital  expenditures.  Property and equipment,
net of  accumulated  depreciation,  comprised  $58.0  million at March 31,  1998
compared to $8.2 million at December 31, 1997.

     The Company may have the opportunity to accelerate the launch of commercial
service on its digital wireless  communications  network earlier than previously
planned. If the Company is successful in accelerating these commercial launches,
it may result in increased operating and capital expenditures in 1998.

      Cash used in  operating  activities  totaled  $20.2  million for the three
months ended March 31, 1998,  due primarily to the operating loss for the period
reduced by non-cash compensation and other charges. For the same period in 1997,
the Company  used cash in  operations  of $4.5  million,  due  primarily  to the
operating  loss  for  the  period  offset  primarily  by  non-cash   stock-based
compensation.

      The Company used cash in  investing  activities  of $11.0  million for the
three months ended March 31, 1998 relating primarily to the purchase of property
and  equipment.  For the same period in 1997,  the Company  used $7.0 million in
investing  activities,  consisting  of $1.4 million  relating to the purchase of
property  and  equipment  and  $5.6  million  relating  to  the  acquisition  of
FirstMark.

      The Company's  cash flows  provided by financing  activities for the three
months  ended March 31, 1998 were $243.2  million,  consisting  primarily of net
proceeds from the Discount Notes Offering,  after costs of $7.6 million. For the
same period in 1997,  cash flows from  financing  activities  were $11.5 million
consisting of borrowings  under a credit agreement that was terminated
in November 1997.

                                       11

<PAGE>


PART II          OTHER INFORMATION

Item 2.    Use of Proceeds

     In November 1997, the Company  completed an offering of 6,325,000 shares of
the Company's Class A Common Stock (the "Equity Offering").  The net proceeds to
the Company from the Equity Offering was  approximately  $125.7  million,  after
deductions  for offering  expenses.  As of March 31, 1998,  the Company had used
such net proceeds,  together with proceeds from capital  contributions  received
prior to the Equity  Offering and with proceeds  from the Company's  offering of
$300  million 11 1/2% Senior  Discount  Notes due 2007,  and from the  Company's
Discount  Notes  Offering,  as  follows:  (i) to repay in full $42.5  million of
indebtedness outstanding under the Company's credit facility, (ii) $93.9 million
to purchase  Pledged  Securities to provide for payment in full of the first six
interest  payments due on the Senior Notes,  (iii) $9.6 million for the purchase
of property and equipment, and (iv) to fund general corporate purposes.

Item 6.    Exhibits and Reports on Form 8-K

          (a)    Exhibits

                 Exhibit Index

          (b)    Reports on Form 8-K

                 The Company  did  not file any  reports on Form 8-K during the
          three months ended March 31, 1998

                    None
                                       12
<PAGE>


                            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 by the
undersigned thereunto duly authorized.

                                      TELIGENT, INC.
                                      (Registrant)


Date:  May 15, 1998                       By: /s/ Abraham L. Morris
                                              ------------------------------
                                              Abraham L. Morris
                                               Senior Vice President, Chief
                                               Financial Officer and Treasurer
                                               (Principal Financial Officer)



Date: May 15, 1998                        By: /s/ Cindy L. Tallent
                                              ------------------------------
                                              Cindy L. Tallent
                                               Vice President and Controller
                                               (Principal Accounting Officer)
<PAGE>

EXHIBIT INDEX

Exhibit No.    Description of Exhibit

     3.1       Form of Certificate of  Incorporation  of Registrant,  filed as 
               Exhibit 3.1 to the  Company's  Registration  Statement  on Form 
               S-1  (Registration  No.333-37381), dated November 26, 1997, and
               incorporated herein by reference.

     3.2       Form of By-laws of Registrant, filed as Exhibit 3.2 to the 
               Company's Registration Statement on Form S-1 (Registration No. 
               333-37381), dated November 26, 1997, and incorporated herein 
               by reference. 

     4.1       Form of Indenture between the Registrant, as issuer, and First 
               Union National Bank, as Trustee, relating to Registrant's Senior
               Discount Notes due 2008, including form of Note, filed as Exhibit
               4.4 to the Company's Form of Annual Report on Form 10-K, filed on
               March 31, 1998, and incorporated by reference herein.

     10.1      Registration Rights Agreement dated as of March 6, 1998, by and 
               between Teligent, Inc., and Microwave Services, Inc. filed as 
               Exhibit 10.16 to the Company's Form of Annual Report on Form 
               10-K, filed on March 31, 1998, and incorporated herein by
               reference.

     27.1      Financial   Data   Schedule   for  the  three  months  ended 
               March  31,  1998  (filed  only electronically with the Securities
               and Exchange Commission).