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 September 30, 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 November 11, 1998 was as follows:

                                    Common Stock, Class A        8,178,610
                                    Common Stock, Class B       44,426,299



<PAGE>



                                TABLE OF CONTENTS


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Balance Sheets -
           As of September 30, 1998 (unaudited) and December 31, 1997          3

          Unaudited  Condensed  Statements of Operations  For the three and nine
           months ended September 30, 1998 and 1997,
            and for the period from March 5, 1996 (date of inception) to
            September 30, 1998                                                 4

          Condensed Statements of Stockholders'  Equity (Deficit) For the period
           from March 5, 1996 (date of inception) to December
            31, 1997, and for the nine months ended September 30,
            1998 (unaudited)                                                   5

          Unaudited Condensed Statements of Cash Flows For the nine months ended
           September 30, 1998 and 1997, and for
            the period from March 5, 1996 (date of inception) to September 30,
            1998                                                               6

          Notes to Unaudited Condensed Financial Statements                    7

Item 2.   Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                          10

PART II.  OTHER INFORMATION

Item 2.   Change in Securities and Use of Proceeds                            15

Item 5.   Other Information                                                   15

Item 6.   Exhibits and Reports on Form 8-K                                    15

SIGNATURES

EXHIBIT INDEX

<PAGE>
<TABLE>

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

                                           September 30,    December 31,
                                               1998            1997
                                           ------------     -----------
<S>                                          <C>              <C>
Assets                                       (unaudited)
Current assets:
  Cash and cash equivalents                  $509,478         $424,901
  Prepaid expenses and other current assets     4,586            7,087
  Restricted cash and investments              31,320           30,373
                                              -------          -------
   Total current assets                       545,384          462,361
<S>                                           <C>             <C>
Property and equipment, net                   115,236            8,186
Restricted cash and investments                50,274           64,702
Intangible assets, net                         85,426           60,354
Other assets                                    1,065              777
                                              -------          -------
    Total assets                             $797,385         $596,380
                                              =======          =======
Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                           $ 78,133         $ 16,577
  Accrued interest and other current
    liabilities                                28,453            4,468
                                              -------          -------
   Total current liabilities                  106,586           21,045
<S>                                           <C>              <C>
11 1/2% Senior Notes, due 2007                300,000          300,000
11 1/2% Senior Discount Notes, due 2008       268,360                0
Other non-current liabilities                   1,896            1,189
Commitments and contingencies
Stockholders' equity:
  Preferred stock                                   0                0
  Common stock                                    526              526
  Additional paid-in capital                  456,694          436,307
  Deficit accumulated during the
    development stage                        (327,927)        (151,687)
                                              -------          -------
                                              129,293          285,146
  Notes receivable from Executive              (8,750)         (11,000)
                                              -------          -------
   Total stockholders' equity                 120,543          274,146
                                              -------          -------
  Total liabilities and stockholders'
    equity                                   $797,385         $596,380
                                              =======          =======
</TABLE>

                See notes to condensed financial statements.



<PAGE>
<TABLE>
                                                  TELIGENT, INC.
                                            (a development stage company)
                                          CONDENSED STATEMENTS OF OPERATIONS
                           (amounts in thousands, except share and per share information)
                                                    (unaudited)
                                                                                           Period from March 5,
                                          Three Months Ended        Nine Months Ended     1996 (date of inception)
                                            September 30,             September 30,         to September 30,
                                          1998          1997         1998          1997           1998
                                          -----        -----        ------        -----          -----
<S>                                     <C>          <C>         <C>            <C>           <C>
 Revenues:
   Communications services              $    240     $      -     $     480     $      -      $    514
   Management fees and other services          -        1,200             -        2,914         4,664
                                          ------       ------       -------       ------       -------
     Total revenues                          240        1,200           480        2,914         5,178
                                          ------       ------       -------       ------       -------
 Costs and expenses:
   Cost of services                       25,238        1,161        50,571        2,875        56,981
   Sales, general and administrative
     expenses                             33,095       13,448        78,552       25,551       131,600
   Stock-based compensation                6,721       14,062        20,274       51,935       107,096
   Depreciation and amortization           3,389          140         7,042          306        13,660
                                          ------       ------       -------       ------       -------
     Total costs and expenses             68,443       28,811       156,439       80,667       309,337
                                          ------       ------       -------       ------       -------
   Loss from operations                  (68,203)     (27,611)     (155,959)     (77,753)     (304,159)

 Interest and other income                 8,970           56        27,236          105        30,488
 Interest expense                        (19,313)        (645)      (47,517)      (1,178)      (54,256)
                                          ------       ------       -------       ------        ------
 Net loss                               $(78,546)    $(28,200)    $(176,240)    $(78,826)    $(327,927)
                                          ======       ======       =======       ======       =======
 Net loss per share                     $  (1.49)    $  (0.63)    $   (3.35)    $  (1.77)    $   (6.84)
                                          ======       ======       =======       ======       =======
 Weighted average common shares
   outstanding                        52,593,191   44,426,299    52,589,921   44,426,299    47,909,301
                                      ==========   ==========    ==========   ==========    ==========
</TABLE>
See notes to condensed financial statements.




<PAGE>


<PAGE>
<TABLE>

                                                             TELIGENT, INC.
                                                        (a development stage company)
                                               CONDENSED  STATEMENTS  OF STOCKHOLDERS'  EQUITY  (DEFICIT)
                                                Period  from March 5, 1996 (date of  inception)  to September 30, 1998
                                                                (amounts in thousands)


                                                     Capital            /---------------  Common Stock  --------------/
                                                   Contributions        A              B-1            B-2          B-3
                                                   -------------      ------         ------         -------      ------
<S>                                                <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              -               -              -            -
<S>                                                 <C>             <C>            <C>            <C>         <C>
 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
 Stock based compensation
 Equity contribution prior to public offering                                                                       35
 Public stock offering                                                   63
 Amortization of notes receivable from Executive
 Net loss
                                                    -------------------------------------------------------------------
    Balance at December 31, 1997                         -               82             214          172            58

 Exercise of stock options
 Stock-based compensation
 Amortization of notes receivable from Executive
 Net loss
                                                    -------------------------------------------------------------------
    Balance at September 30, 1998 (unaudited)      $     -          $    82        $    214       $  172       $    58
                                                    ===================================================================
</TABLE>

                                                         See notes to  condensed
financial statements.
<PAGE>
<TABLE>

                                                                                                    Notes
                                                     Common       Additional                      Receivable
                                                      Stock         Paid-in       Accumulated       From
                                                      Total         Capital         Deficit       Executive      Total
                                                     ------        ---------      -----------     ---------     ------
<S>                                                <C>            <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                                    428          163,928                                          -
 Stock based compensation                                            86,821                                     86,821
 Equity contribution prior to public offering           35           59,965                                     60,000
 Public stock offering                                  63          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                       526          436,307        (151,687)     (11,000)      274,146

 Exercise of stock options                                              113                                        113
 Stock-based compensation                                            20,274                                     20,274
 Amortization of notes receivable from Executive                                                   2,250         2,250
 Net loss                                                                          (176,240)                  (176,240)
                                                   -------------------------------------------------------------------
    Balance at September 30, 1998 (unaudited)       $  526         $456,694       $(327,927)    $ (8,750)    $ 120,543
                                                   ===================================================================
</TABLE>

                                                        See  notes to  condensed
financial statements.
<PAGE>
<TABLE>
                                                    TELIGENT, INC.
                                            (a development stage company)
                                          CONDENSED STATEMENTS OF CASH FLOWS
                                                (amounts in thousands)
                                                     (unaudited)

                                                                            Period from March 5,
                                                                               1996 (date of
                                                                               inception) to
                                           Nine Months Ended September 30,     September 30,
                                                1998            1997               1998
                                                ----            ----               ----
<S>                                           <C>             <C>              <C> 
Cash flows from operating activities:
 Net loss                                     $(176,240)      $(78,826)        $(327,927)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation and amortization                  7,042            306            13,660
   Amortization of notes receivable
     from Executive                               2,250          2,250             6,250
   Amortization of discount on
     long-term debt                              17,656              -            17,656
   Amortization of debt issue costs               1,529              -             1,588
   Other noncurrent liabilities                     706            663             1,895
   Stock-based compensation                      20,274         51,935           107,096
   Other                                           (288)             -            (1,065)
   Changes in current assets and
     current liabilities:
    Prepaid expenses and other current
      assets                                        498         (5,670)           (6,077)
    Accounts payable                             19,465            904            36,042
    Accrued expenses and other current
      liabilities                                23,986          5,930            28,453
                                                -------         ------           -------
     Net cash used in operations                (83,122)       (22,508)         (122,429)
                                                -------         ------           -------
 Cash flows from investing activities:
  Restricted cash and investments                13,481              -           (81,594)
  Purchase of property and equipment            (69,059)        (3,717)          (82,728)
  Acquisitions and other investments                  -         (5,770)          (10,720)
                                                -------         ------           -------
   Net cash used in investing
     activities                                 (55,578)        (9,487)         (175,042)
                                                -------         ------           -------
 Cash flows from financing activities:
  Proceeds from bank borrowing                        -         36,500            42,500
  Repayment of bank borrowing                         -              -           (42,500)
  Member 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                          (27,539)             -           (38,882)
  Proceeds from exercise of stock options           113              -               113
                                                -------         ------           -------
   Net cash provided by financing activities    223,277         36,500           806,949
                                                -------         ------           -------
 Net increase in cash and equivalents            84,577          4,505           509,478
 Cash and cash equivalents, beginning
   of period                                    424,901          1,303                 -
                                                -------         ------           -------
 Cash and cash equivalents, end of
   period                                     $ 509,478       $  5,808         $ 509,478
                                                =======         ======           =======
</TABLE>

                             See notes to condensed financial statements.

<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), is a full-service, integrated communications company that offers small
and medium-sized  business customers local,  long-distance,  high-speed data and
dedicated  Internet  services over its Digital  SmartWave(TM)  local networks in
fifteen markets.  Eventually,  the Company intends to expand service to 74 major
metropolitan  areas  throughout  the  United  States.  Teligent's  offerings  of
regulated services are subject to tariff approval.

         The 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.


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 SEC.  The
results of operations  for the three and nine months  ending  September 30, 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  GAAP
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.


<PAGE>



         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 three and nine months period ended  September  30, 1998,  the Company
recorded an income tax provision of zero given the limited operating history and
significant operating losses incurred to date.

         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 and 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.

         Capitalization of Software Development Costs

         In March 1998, the American  Institute of Certified Public  Accountants
issued  Statement of Position  98-1 ("SOP 98-1"),  "Accounting  for the Costs of
Computer  Software  Developed  or Obtained  for Internal  Use".  This  statement
requires internal and external costs incurred to develop  internal-use  computer
software during the application  development  stage, as well as costs to develop
or obtain  software  that  allows  for access or  conversion  of old data by new
systems,  to be  capitalized.  SOP 98-1 is effective for fiscal years  beginning
after  December 15,  1998.  The Company does not believe that its effect will be
material to the Company's reported financial condition or results of operations.

3.       Supplemental Disclosure of Cash Flow Information

         Investing Activities

         During the nine months ended  September 30, 1998, the Company  incurred
capital expenditures of approximately $111.1 million, of which $42.1 million was
accrued,  and is not reflected in the accompanying  condensed  statement of cash
flows.


<PAGE>



4.           Credit Facility
         On July 2, 1998, the Company entered into a credit agreement (the "Bank
Credit Agreement")  providing for facilities up to an aggregate of $800 million.
Funds borrowed under the Bank Credit  Agreement will be used for working capital
and general  corporate  purposes,  including the purchase of  telecommunications
equipment,  software and services.  Availability  of funds is subject to certain
conditions as defined in the Bank Credit  Agreement.  The Company's  obligations
under the Bank Credit Agreement are secured by  substantially  all of the assets
of the Company and certain of its subsidiaries.

5.       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
"Senior Discount Notes").  The Company received  approximately $243.1 in million
net proceeds from the Discount  Notes  Offering,  after  deductions for offering
expenses of approximately $7.6 million.  Under an exchange offer which commenced
on July 10,  1998 and  expired on August 13, 1998 (the  "Exchange  Offer"),  all
outstanding  Senior  Discount Notes were exchanged for 11 1/2% Series B Discount
Notes due 2008 (the "New Discount  Notes") which have been registered  under the
Securities Act of 1933, as amended.  The New Discount Notes are identical in all
material respects to the Senior Discount Notes.





<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, regulatory 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 and Results of Operations

         As a full-service,  integrated  communications company, Teligent offers
small and medium-sized business customers local, long-distance,  high-speed data
and dedicated Internet services over its Digital SmartWave(TM) local networks in
fifteen markets.  Digital SmartWave (TM) technology is configured to handle both
voice and data traffic.  Eventually, the Company intends to expand service to 74
major metropolitan areas throughout the United States.  Teligent believes it can
capitalize on a convergence of technological, regulatory and market developments
to capture  revenues in the estimated $110 billion  business  telecommunications
market.

         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 administrative  services to
MSI and DSC in connection with the  development,  construction  and operation of
their 18 GHz and subsequently 24 GHz fixed wireless networks.

         On October 27, 1998, the Company  introduced its integrated  package of
communication  services via a nationwide press release, and launched major sales
and  advertising  campaigns  in its first ten markets - New York,  Los  Angeles,
Chicago, Houston, Dallas-Fort Worth, San Antonio, Austin, Washington, DC, Denver
and Tampa.  On  November  4, 1998,  the  Company  initiated  its  communications
services in two additional markets (San  Francisco-Oakland  and San Jose) and on
November 10, 1998,  initiated services in three Florida markets (Miami,  Orlando
and   Jacksonville).   Highlighting  big  savings  for  small  and  medium-sized
businesses,  the Company is offering  qualified  customers local, long distance,
high-speed data and dedicated  Internet  services for one flat monthly rate with
up to 30 percent  savings.  In most cases,  customers who switch their  existing
service - local service,  long distance, or Internet - and sign up with Teligent
for a minimum of one year are eligible for the discount,  which will be based on
the average of several of the customers' bills for local phone service, domestic
long distance and internet  access,  excluding  taxes,  surcharges and fees. The
new,  discounted  rate will be locked in on a flat  monthly  bill.  The  Company
expects  that  the  creation  of  its  own  digital  networks  will  give  it  a
substantially   lower  cost  structure  than  the  traditional  local  telephone
companies,  or other competitors that use the existing local networks,  allowing
the Company to pass these savings on to its customers.

          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 will incur significant  marketing costs in the
fourth quarter of 1998 as it rolls out this  advertising  campaign.  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."

Capitalization of Software Development Costs

         In March 1998, the American  Institute of Certified Public  Accountants
issued  Statement of Position  98-1 ("SOP 98-1"),  "Accounting  for the Costs of
Computer  Software  Developed  or Obtained  for Internal  Use",  which  requires
internal and external costs incurred to develop  internal-use  computer software
during the application development stage to be capitalized.  Costs to develop or
obtain  software that allows for access or conversion of old data by new systems
must also be capitalized. SOP 98-1 is effective for fiscal years beginning after
December 15, 1998. The Company does not believe that its effect will be material
to the Company's reported financial condition or results of operations.

Year 2000

         In September 1998, management presented a report to the Audit Committee
of the Company's Board of Directors  outlining  issues and areas that management
felt should be considered in connection with the Company's preparation of a Year
2000 plan.  Subsequently,  the Company appointed a Year 2000 committee to lead a
Company-wide  effort to assess the scope of the  Company's  risks and ensure its
applications will function properly.  The Year 2000 committee,  which is made up
of  employees  in  each  area  of the  Company  including  finance,  information
technology,  and legal,  is in the  process of  addressing  Year 2000 issues and
formulating a plan that is expected to be  implemented  within the Company.  The
committee is in the early stages of conducting its Year 2000 assessment,  but is
making  progress in  identifying  and  evaluating  Year 2000 issues and policies
regarding the compliance of internal and external systems and applications.  The
committee  expects to complete a written plan by year-end  1998,  and testing of
the Company's systems is targeted to be completed by June 1999.

         Generally,  the  Company  contractually  requires  its key  vendors and
suppliers to certify they are Year 2000 compliant. With respect to other vendors
and suppliers with which the Company's  systems interface and exchange data, the
Company expects to initiate  communication  on an ongoing basis to discuss their
Year 2000  compliance.  The  Company  has not  determined  the  exact  costs and
expenses it expects to incur relating to preparation of its systems for the Year
2000. Based on current assessments and compliance plans in process,  the Company
does not  expect  that the Year 2000  issue,  including  the cost of making  its
critical systems and applications compliant,  will have a material effect on its
business  operations,  or its  financial  position  or  results  of  operations.
However,  if  appropriate  modifications  are  required  by  the  Company's  key
suppliers  and  vendors,  and if  those  modifications  are not made on a timely
basis,  the Company's actual costs or timing for Year 2000 compliance may differ
materially from current estimates. There can be no assurance that the systems of
other parties upon which the Company relies will be converted on a timely basis.

Three Months Ended September 30, 1998 Compared to Three Months Ended September
30, 1997

         The  Company   generated  revenue  from   communications   services  of
approximately $0.2 million for the three months ended September 30, 1998. During
the three months ended  September  30, 1997,  the Company  generated  revenue of
approximately  $1.2 million for management and other services under arrangements
that ended during 1997.

         Cost of services,  consisting primarily of personnel-related  costs and
site  rent  and  acquisition   expenses  related  to  network  operations,   was
approximately  $25.2  million for the three months ended  September  30, 1998 as
compared with approximately  $1.2 million for the corresponding  period in 1997.
This  increase  reflects the  Company's  growth and  development  of its network
operations.

         Sales,  general and administrative  expenses,  consisting  primarily of
headcount-related  costs, were approximately  $33.1 million for the three months
ended September 30, 1998, as compared with  approximately  $13.4 million for the
corresponding  period in 1997.  This  increase  relates  primarily to additional
costs incurred to develop the Company's  infrastructure  as the Company prepares
for the commencement of operations.

         Stock-based compensation expense, a non-cash expense, was approximately
$6.7  million for the three  months ended  September  30, 1998 as compared  with
approximately  $14.1 million for the corresponding  period in 1997. The decrease
is due to the  nature of the  charge  related  to  Company  Appreciation  Rights
granted prior to the Company's initial public offering.

         Depreciation  and amortization for the three months ended September 30,
1998 was approximately  $3.4 million as compared with approximately $0.1 million
for the  corresponding  period in 1997 due to higher  capital  expenditures  and
amortization of intangibles  which were  principally  acquired  beginning in the
fourth quarter of 1997.

         Interest  and other income for the three  months  ended  September  30,
1998, was approximately $9.0 million, as compared with approximately $56,000 for
the  corresponding  period in 1997.  This  increase was primarily as a result of
interest earned on cash and investments.

         Interest  expense for the three  months  ended  September  30, 1998 was
approximately $19.3 million, as compared with approximately $0.6 million for the
corresponding  period in 1997.  This  increase was due to  recognizing  interest
expense  on the 11 1/2%  Senior  Notes  due 2007  issued in  November  1997 (the
"Senior Notes") and the New Discount Notes.

Nine Months Ended September 30, 1998 Compared to Nine Months Ended September
30, 1997

         The  Company   generated  revenue  from   communications   services  of
approximately  $0.5 million for the nine months ended September 30, 1998. During
the nine months ended  September  30,  1997,  the Company  generated  revenue of
approximately  $2.9 million for management and other services under arrangements
that ended during 1997.

         Cost of services,  consisting primarily of personnel-related  costs and
site  rent  and  acquisition   expenses  related  to  network  operations,   was
approximately  $50.6  million for the nine months  ended  September  30, 1998 as
compared with approximately  $2.9 million for the corresponding  period in 1997.
This  increase  reflects the  Company's  growth and  development  of its network
operations.

         Sales,  general and administrative  expenses,  consisting  primarily of
headcount-related  costs, were  approximately  $78.6 million for the nine months
ended September 30, 1998, as compared with  approximately  $25.6 million for the
corresponding  period in 1997.  This  increase  relates  primarily to additional
costs incurred to develop the Company's  infrastructure  as the Company prepared
for the commencement of operations.

         Stock-based compensation expense, a non-cash expense, was approximately
$20.3  million for the nine months  ended  September  30, 1998 as compared  with
approximately  $51.9 million for the corresponding  period in 1997. The decrease
is due to the  nature of the  charge  related  to  Company  Appreciation  Rights
granted prior to the Company's initial public offering.

         Depreciation  and  amortization for the nine months ended September 30,
1998 was approximately  $7.0 million as compared with approximately $0.3 million
for the  corresponding  period in 1997 due to higher  capital  expenditures  and
amortization of intangibles  which were  principally  acquired  beginning in the
fourth quarter of 1997.

         Interest and other income for the nine months ended September 30, 1998,
was approximately $27.2 million, as compared with approximately $0.1 million for
the  corresponding  period in 1997.  This  increase was primarily as a result of
interest earned on cash and investments.

         Interest  expense  for the nine  months  ended  September  30, 1998 was
approximately $47.5 million, as compared with approximately $1.2 million for the
corresponding  period in 1997.  This  increase was due to  recognizing  interest
expense on the Senior Notes and the New Discount Notes.

         The Company  expects to generate  significant  operating and net losses
for the next several years.

Liquidity and Capital Resources

Discount Notes Offering

         On  February  20,  1998,  the  Company  completed  the  Discount  Notes
Offering. 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.  Pursuant to the Exchange  Offer,  all  outstanding
Senior Discount Notes were exchanged for the New Discount Notes, which have been
registered under the Securities Act of 1933, as amended.  The New Discount Notes
are identical in all material respects to the Senior Discount Notes.

Credit Facility

         On July 2, 1998,  the Company  entered  into the Bank Credit  Agreement
providing  for  facilities  up to an  aggregate  of $800  million  (the  "Credit
Facilities").  The Credit  Facilities will be used primarily for the purchase of
telecommunications  equipment,  software and services and is also  available for
other  working  capital and general  corporate  purposes.  Under the Bank Credit
Agreement, the lenders will make $780 million of the Credit Facilities available
on behalf of Nortel in lieu of a vendor financing  commitment  letter previously
entered into with Nortel,  and is considered  "Vendor Debt" under the indentures
to which the Senior Notes and Senior Discount Notes were issued  (together,  the
"Indentures").  The remaining $20 million  available under the Credit Facilities
is considered  "Telecommunications  Asset Debt" in accordance  with the terms of
the  Indentures.  Availability  of funds is  subject to  certain  conditions  as
defined in the Bank Credit Agreement.  The Company's  obligations under the Bank
Credit Agreement are secured by  substantially  all of the assets of the Company
and certain of its subsidiaries.

Historical Cash Flows

         At  September  30,  1998,  the Company  had  working  capital of $438.8
million and cash and cash equivalents of $509.5 million,  as compared to working
capital of $441.3  million and cash and cash  equivalents  of $424.9  million at
December 31, 1997.  The buildout of the Company's  networks and the marketing of
its services will require significant capital and operating  expenditures in the
future.  The Company  believes it has sufficient  capital to finance the current
network buildout plans through the year 2000.

         The Company's total assets increased from $596.4 million as of December
31, 1997 to $797.4 million at September 30, 1998, due primarily to cash proceeds
from  the  Discount  Notes  Offering  and  capital  expenditures.  Property  and
equipment,  net  of  accumulated  depreciation,   comprised  $115.2  million  at
September 30, 1998 compared to $8.2 million at December 31, 1997.

         In October  1998,  the  Company  launched  commercial  services  on its
digital  wireless  communications  network  in ten  major  markets,  and began a
targeted advertising campaign in newspapers and business publications across the
country.  Additional commercial launches were made in November 1998. As a result
of the commercial launches and the advertising  campaign,  the Company expects a
significant increase in capital and operating expenditures in the fourth quarter
of 1998.

         Cash used in operating  activities  totaled  $83.1 million for the nine
months ended  September 30, 1998,  due  primarily to the operating  loss for the
period reduced by non-cash  compensation,  amortization  and  depreciation,  and
other charges.  For the same period in 1997, the Company used cash in operations
of $22.5  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 $55.6 million for the
nine months  ended  September  30, 1998  relating  primarily  to the purchase of
property and equipment,  offset by interest received on restricted  investments.
For the same  period  in 1997,  the  Company  used  $9.5  million  in  investing
activities,  consisting of $3.7 million relating to the purchase of property and
equipment and the remainder  relating  primarily to the acquisition of FirstMark
Communications, Inc.

         The Company's cash flows provided by financing  activities for the nine
months ended September 30, 1998 were $223.3 million, consisting primarily of net
proceeds  from the  Discount  Notes  Offering,  net of offering  costs,  and the
payment of fees  relating to the Bank Credit  Agreement.  For the same period in
1997,  cash flows from  financing  activities  were $36.5 million  consisting of
borrowings under a credit agreement that was terminated in November 1997.



<PAGE>


PART II           OTHER INFORMATION

Item 2.    Change in Securities and Use of Proceeds
-------    ----------------------------------------
Change in Securities

         Pursuant to the Exchange Offer all  outstanding  Senior  Discount Notes
were exchanged for New Discount Notes.  The Exchange Offer expired on August 13,
1998.  The New Discount  Notes are  identical  in all  material  respects to the
Senior Discount Notes.

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
from the Equity Offering were approximately $125.7 million, after deductions for
offering  expenses.  As of  September  30,  1998,  the Company has used such net
proceeds,  together with proceeds from capital  contributions  received prior to
the Equity  Offering  and with the  proceeds  from the  Company's  Senior  Notes
offering and Discount Notes Offering,  as follows: (i) $42.5 million to repay in
full indebtedness  outstanding under the Company's former 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) $69.1 million for
the  purchase  property  and  equipment,  and  (iv)  to fund  general  corporate
purposes.

Item 5.    Other Information
-------    -----------------
         On July 17, 1998,  the Federal  Communications  Commission  released an
order unanimously affirming its March 1997 decision relocating Teligent's 18 GHz
DEMS licenses to the 24 GHz band.

         On July 7, 1998, the U.S.  District Court for the Northern  District of
Texas granted the preliminary  injunction sought by Teligent barring the city of
Dallas from  requiring  Teligent  to obtain a franchise  and pay "rights of way"
fees to offer  communications  services over its fixed wireless  networks in the
city of Dallas.

Item 6.    Exhibits and Reports on Form 8-K
-------    --------------------------------
          (a)     Exhibits

                  Exhibit Index

          (b)     Reports on Form 8-K

                  On October 30,  1998,  the Company  filed a report on Form 8-K
                  comprising items 5 and 7. The Report,  dated October 27, 1998,
                  announced  the launch of the  Company's  services in its first
                  ten markets.


<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: November 16, 1998         By: /s/ Abraham L. Morris
                                    ----------------------
                                     Abraham L. Morris
                                     Senior Vice President,
                                     Chief Financial Officer
                                      and Treasurer (Principal Financial
                                      Officer)


Date: November 16, 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.

  4.2         Form of Indenture  between the  Registrant,  as issuer,  and First
              Union National Bank, as Trustee,  relating to Registrant's  Senior
              Notes due 2007,  including  form of Note,  filed as Exhibit 4.2 to
              the Company's Registration Statement on Form S-1 (Registration No.
              333-37381), dated November 26, 1997, and
              incorporated herein by reference.

 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.

 10.2         Credit Agreement, dated July 2, 1998 among Teligent,  Inc.,
              several banks and other financial institutions or entities, Chase
              Securities Inc., Goldman Sachs Credit Partners L.P. and TD
              Securities (USA) Inc., as advisers and arrangers,  Goldman Sachs
              Credit Partners L.P., as syndication agent, The Chase Manhattan
              Bank, as administrative agent and Toronto Dominion (Texas), Inc.
              as documentation agent. Filed as Exhibit 10 to the Company's Form
              8-K, filed on August 13, 1998, and incorporated herein by
              reference.

 27.1         Financial  Data  Schedule for the nine months ended  September 30,
              1998 (filed only  electronically  with the Securities and Exchange
              Commission).

99.1          Press release of Teligent, Inc. dated November 11, 1998
              (filed herein).




<PAGE>

                                                                   EXHIBIT 99.1
                              FOR IMMEDIATE RELEASE

CONTACTS:
Media                      Investors
Robert W. Stewart          Michael S. Kraft
703-762-5175               703-762-5359
888-894-7812               800-981-5994

Teligent reports third quarter financial results, completes launch of first
15 markets

VIENNA, VA., November 11, 1998 - Teligent, an integrated communications company,
today released its third quarter financial  results,  a day after completing the
launch of  lower-cost,  high bandwidth  communications  services in its first 15
markets.

"We've  exceeded  the  goal  that we set for  ourselves  last  January,  when we
announced  that we would be up and  running in ten  markets by the end of 1998,"
said Teligent Chairman and Chief Executive Officer Alex J. Mandl. "And we've met
another key objective:  We are the industry  leader in the early  integration of
point-to-multipoint  radio  equipment  into our local  broadband  communications
networks.

"Today,  we are setting a new goal for 1999," Mandl  added.  "We intend to offer
Teligent's  full  range  of  communications  services  - local,  long  distance,
high-speed data and dedicated  Internet access - in a total of 40 markets by the
end of next year.

"Those 40  markets  comprise  more than 540  cities  and towns  with a  combined
population of more than 90 million," Mandl said. "And, as we've said before,  we
intend to complete the buildout of all of our 74 markets, which cover 750 cities
and towns and 130 million people, by the end of 2001."

Reflecting  its aggressive  rollout  schedule,  Teligent  reported a net loss of
$78.5  million  for the third  quarter on revenues  of  approximately  $240,000,
compared to a net loss of $28.2  million for the third  quarter of 1997.  "These
results are right on target with our expectations," Mandl said.

For the nine months ending September 30, Teligent  reported a net loss of $176.2
million on revenues of approximately  $480,000,  compared to a net loss of $78.8
million for the first three quarters of 1997.

Teligent's  capital  investment  as of  September  30 was $125.3  million,  with
investment  in property  and  equipment  rising $45.7  million  during the third
quarter. The company reported total assets of $797.4 million as of September 30,
with cash and cash equivalents of $509.5 million.

"Because  we  obtained  our  financing  early,   we've  secured  enough  capital
approximately  $1.7  billion - to finance our  current  network  buildout  plans
through the year 2000," said Teligent Chief Financial Officer Abraham L. Morris.
"We have about $500 million in cash on hand, and we have yet to draw down any of
our $800 million bank credit facility. That puts us in a very strong position as
we move into 1999."

By the end of this year,  Morris  said,  Teligent  anticipates  that its capital
expenditures  will total  about $175  million.  The  company is  targeting  1999
capital expenditures of approximately $300 million.

In the past two weeks, Teligent has launched sales and marketing campaigns in 15
markets,  highlighting  big savings,  big  bandwidth and a big bundle of service
offerings for small and medium-sized  business customers.  To date, Teligent has
launched service over its integrated  broadband  wireless  networks in New York,
Los Angeles, Chicago, Houston, Dallas-Forth Worth, San Francisco-Oakland, Miami,
Denver, Washington DC, San Jose, San Antonio, Orlando,  Jacksonville,  Tampa and
Austin.  Those  markets  comprise  nearly  300  cities and towns with a combined
population of 50 million.

A key element of the  marketing  program is a  revolutionary  savings offer that
will save  customers  up to 30 percent  off what they are  currently  paying for
local, long distance and Internet  service,  transforming  their  communications
bill into a simple, predictable package.

Teligent is able to make that offer  because of the lower cost  structure of its
integrated local communications  networks,  which feature Digital  SmartWave(TM)
technology.

"The  results of our initial  marketing  campaign  have been  phenomenal,"  said
Teligent President and Chief Operating Officer Kirby G. "Buddy" Pickle. "We have
generated literally thousands of inquiries,  and in our markets, the sales force
is working hard to turn these leads into sales."

Teligent has put in place the key systems  required to acquire,  bill, serve and
satisfy  customers,  Pickle said.  Teligent has been  producing  and  delivering
production bills since June and has deployed a full suite of automation tools to
the sales  force.  In  addition,  Teligent  has built an advanced set of network
monitoring tools to track more than 250 network elements on a real time basis.

"We're moving from the building phase to the building and  implementing  stage,"
said Pickle.  "As we make that  transition,  we have a clear  advantage.  Unlike
other new  competitors  in the local  marketplace,  we are focused on the direct
sales of retail  communications  services over our own local networks. We do not
have a local resale  strategy.  And we're not  wholesalers.  And that gives us a
significant leg up."

Teligent has made significant  progress so far this year,  Pickle said. "We have
Teligent teams working in 30 markets.  The Teligent  workforce has grown to more
than 1,200,  and the sales force numbers 150. That compares to a total workforce
of 830 and a sales force of 68 at the end of the second quarter."

The company has signed  leases or option  agreements  covering  access rights to
about 1,600 buildings. It has installed 13 Nortel DMS switches, and has recently
ordered an additional five switches.

The company so far has received  authority to offer  competitive local telephone
services in 35 states and the District of Columbia,  comprising 70 of Teligent's
markets.  That compares to 27 markets in which authority had been granted at the
end of 1997.

Teligent also has successfully negotiated interconnection agreements covering 64
markets with all of the major local exchange carriers, including Ameritech, Bell
Atlantic,  BellSouth, GTE, Pacific Bell, Southwestern Bell, Sprint (Centel), and
U S WEST. At the end of 1997, Teligent's  interconnection  agreements covered 25
markets.

Instead of digging up streets and drilling holes in buildings, Teligent delivers
Digital  SmartWave(TM)  service by  installing  small  antennas  on the roofs of
customer buildings. When a customer picks up a telephone, turns on a computer or
activates  a  videoconference,  the signal  travels  over  inside  wiring to the
rooftop antenna.  The customer  building antenna then relays the voice,  data or
video signals to a Teligent base station antenna.

The base station antenna gathers signals from a cluster of surrounding  customer
buildings,  aggregates the signals and then routes them to a Teligent  broadband
switching  center.  At the switching  center,  Teligent  uses ATM  (asynchronous
transfer  mode) switches and data routers along with Nortel DMS switches to hand
off the traffic to other networks - the public  circuit-switched  voice network,
the packet-switched Internet, and private data networks.

As  it  builds  its  local  networks,   Teligent  is  combining  the  latest  in
point-to-multipoint  radio technology with more traditional  network technology,
including  point-to-point  fixed  wireless and broadband  wireline to access its
customers.  Point-to-multipoint radio technology offers significant cost savings
because it allows a single  base  station to serve a large  cluster of  customer
buildings.

Digital  SmartWave(TM)  technology  is  configured to handle both voice and data
traffic with equal ease,  ensuring that Teligent can handle  today's huge volume
of voice traffic and at the same time is prepared for the anticipated  explosion
of data traffic.

Based  in  Vienna,  Va.,  Teligent,  Inc.  (NASDAQ:  TGNT)  is  a  full-service,
integrated  communications  company  that is  offering  small  and  medium-sized
business  customers  lower-cost  local,  long  distance,   high-speed  data  and
dedicated Internet services over its Digital  SmartWave(TM) local networks in 15
major markets. Eventually, Teligent will expand service to 74 major metropolitan
areas throughout the United States.  Teligent's  offerings of regulated services
are subject to tariff approval.

For more information, visit the Teligent website at: http: www.teligent.com

Teligent is a registered trademark.

Except for any historical information contained herein, the matters discussed in
this press release contain  forward-looking  statements.  While these statements
reflect  the  company's  best  current  judgment,  they are subject to risks and
uncertainties  that  could  cause  actual  results  to  vary.  These  risks  and
uncertainties   include,  but  are  not  limited  to,  economic,  key  employee,
competitive,  governmental,  regulatory and technological  factors affecting the
company's growth, operations,  markets, products,  services,  licenses and other
issues  discussed  in the  company's  filings with the  Securities  and Exchange
Commission.




                                              Financial Tables Follow



<PAGE>

<TABLE>




                                 TELIGENT, INC.
                          (a development stage company)
                            STATEMENTS OF OPERATIONS
                                   (unaudited)
          (Dollars In Thousands Except Share and Per Share Information)

                                                 Three Months Ended September 30,              Nine Months Ended September 30,
                                                 --------------------------------              ---------------------------------
                                                       1998              1997                     1998                1997
                                                 --------------------------------              ---------------------------------
<S>                                              <C>                  <C>                   <C>                   <C>
Revenues:
    Communications services                      $              240    $              -     $           480       $            -
    Management fees and other services                            -               1,200                   -                2,914
                                                 ------------------    ----------------     ---------------       --------------
         Total revenues                                         240               1,200                 480                2,914

Costs and expenses:
    Cost of services                                         25,238               1,161              50,571                2,875
    Sales, general and administrative expenses               33,095              13,448              78,552               25,551
    Stock-based compensation                                  6,721              14,062              20,274               51,935
    Depreciation and amortization expense                     3,389                 140               7,042                  306
                                                 ------------------    ----------------     ---------------        -------------
         Total costs and expenses                            68,443              28,811             156,439               80,667
                                                 ------------------    ----------------     ---------------        -------------

    Loss from operations                                    (68,203)            (27,611)           (155,959)             (77,753)

Interest and other income                                     8,970                  56              27,236                  105
Interest expense                                            (19,313)               (645)            (47,517)              (1,178)
                                                 ------------------    ----------------      --------------        -------------

Net loss                                         $          (78,546)   $        (28,200)    $       (176,240)      $     (78,826)
                                                 ==================    ================      ===============       =============
Net loss per share (2)                           $            (1.49)   $          (0.63)    $          (3.35)      $       (1.77)
                                                 ==================    ================      ===============       =============

Weighted average common shares
    outstanding (2)                                      52,593,151          44,426,299           52,589,921          44,426,299
                                                 ==================    ================      ===============       =============

SELECTED FINANCIAL AND OTHER DATA:
                                                 Three Months Ended September 30,              Nine Months Ended September 30,
                                                 --------------------------------              -------------------------------
                                                       1998              1997                     1998                1997
                                                 --------------    --------------              -------------      ------------
<S>                                              <C>               <C>                         <C>                <C>
EBITDA (1)                                       $      (56,816)   $      (12,659)             $    (124,776)     $    (24,012)
Cash used in operations                                 (29,138)           (9,099)                   (83,122)          (22,508)

                                                                                                  September,        December,
                                                                                                     1998             1997
                                                                                               -------------      ------------
Cash and cash equivalents                                                                       $    509,478      $    424,901
Total assets                                                                                         797,385           596,380
Total stockholders' equity                                                                           120,543           274,146
Number of employees                                                                                    1,133               221
</TABLE>

(1) EBITDA  (earnings  before interest,  taxes,  depreciation and  amortization)
excludes  noncash charges for stock-based  compensation  and for amortization of
notes receivable from executives.

(2)       Pro forma for the three and nine month periods ended September 30, 
1997