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 June 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 August 10, 1998 was as follows:

                        Common Stock, Class A  8,167,590
                        Common Stock, Class B 44,426,299




<PAGE>




                                TABLE OF CONTENTS


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

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

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

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

          Unaudited  Condensed  Statements  of  Cash  Flows  For the six
           months ended June 30, 1998 and 1997, and for
            the period March 5, 1996 (date of inception) to June 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                            14

Item 5.   Other Information                                                   14

Item 6.   Exhibits and Reports on Form 8-K                                    14

SIGNATURES

EXHIBIT 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>

                                                                                     June 30,        December 31, 
                                                                                     --------        ------------ 
                                                                                      1998                1997 
                                                                                      ----                ---- 
                                                                                   (unaudited)
           <S>                                                                       <C>                  <C>  
           Assets
           Current assets:
             Cash and cash equivalents                                             $ 586,976           $ 424,901
             Prepaid expenses and other current assets                                 5,330               7,087
             Restricted cash and investments                                          30,016              30,373 
                                                                                     -------             ------- 
               Total current assets                                                  622,322             462,361
           Property and equipment, net                                                71,673               8,186
           Restricted cash and investments                                            50,736              64,702
           Intangible assets, net                                                     67,682              60,354
           Other assets                                                                  851                 777
                                                                                     -------             -------  
               Total assets                                                        $ 813,264           $ 596,380 
                                                                                     =======             ======= 

           Liabilities and Stockholders' Equity
           Current liabilities:
             Accounts payable                                                       $ 48,886            $ 16,577
             Accrued interest and other current liabilities                           10,285               4,468 
                                                                                     -------              ------ 
               Total current liabilities                                              59,171              21,045
           11 1/2% Senior Notes, due 2007                                            300,000             300,000
           11 1/2% Senior Discount Notes, due 2008                                   260,873                   -
           Other non-current liabilities                                               1,657               1,189
           Commitments and contingencies
           Stockholders' equity:
             Preferred stock                                                               -                   -
             Common stock                                                                526                 526
             Additional paid-in capital                                              449,918             436,307
             Deficit accumulated during the development stage                       (249,381)           (151,687)
                                                                                     -------             ------- 
                                                                                     201,063             285,146
             Notes receivable from Executive                                          (9,500)            (11,000)
                                                                                     -------             ------- 
               Total stockholders' equity                                            191,563             274,146 
                                                                                     -------             ------- 
             Total liabilities and stockholders' equity                            $ 813,264           $ 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                Six Months Ended            1996 (date of inception)
                                            ------------------                ----------------            ------------------------
                                                  June 30,                           June 30,                 to June 30,
                                                  --------                           --------                 -----------
                                             1998             1997             1998             1997             1998 
                                             ----             ----             ----             ----             ---- 
<S>                                          <C>              <C>              <C>              <C>              <C>    
Revenues:
  Communications services             $       143     $         --       $      241     $         --       $      274
  Management fees and other services           --            1,079              --             1,714            4,664
     Total revenues                           143            1,079              241            1,714            4,938

Costs and expenses:
  Cost of services                         17,942            1,167           25,333            1,713           31,743
  Sales, general and administrative
     expenses                              26,229            7,546           45,457           12,103           98,506
  Stock-based compensation                  6,923           35,790           13,554           37,873          100,374
  Depreciation and amortization             2,080               80            3,653              167           10,271
                                          -------          -------          -------          -------          -------

         Total costs and expenses          53,174           44,583           87,997           51,856          240,894
                                          -------          -------          -------          -------          -------

     Loss from operations                 (53,031)         (43,504)         (87,756)         (50,142)        (235,956)

Interest and other income                  10,170               46           18,266               49           21,518
Interest expense                          (16,274)            (405)         (28,204)            (533)         (34,943)
                                          -------          -------          -------          -------          -------
Net loss                             $    (59,135)    $    (43,863)    $    (97,694)    $    (50,626)    $   (249,381)
                                          =======          =======          =======          =======          ======= 

Net loss per share                   $      (1.12)    $      (0.99)    $      (1.86)    $      (1.14)    $      (5.21)
                                          =======          =======          =======          =======          ======= 

Weighted average common shares 
  outstanding                          52,591,864       44,426,299       52,588,640       44,426,299       47,909,301
                                       ==========       ==========       ==========       ==========       ==========
</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 June 30, 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
Stock based compensation
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 June 30, 1998 (unaudited)               $      --     $    82     $    214     $    172 $    58   $    526
                                                        =======     =======       ======       ======  ======     ======


<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                                          --
Stock based compensation                                 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                                    57                                          57
Stock-based compensation                                 13,554                                      13,554
Amortization of notes receivable from Executive           1,500                                       1,500
Net loss                                                (97,694)                                    (97,694)
                                                        -------       -------        -------       --------
   Balance at June 30, 1998 (unaudited)               $ 449,918     $(249,381)     $  (9,500)     $ 191,563
                                                        =======       =======        =======       ========
</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,
                                                                                                            --------------------
                                                                               Six Months Ended       1996 (date of inception) to 
                                                                               ----------------       --------------------------- 
                                                                                    June 30,                       June 30,
                                                                                    --------                      --------
                                                                          1998                   1997               1998 
                                                                          ----                   ----               ---- 
 <S>                                                                      <C>                    <C>               <C>
 Cash flows from operating activities:
 Net loss                                                              $ (97,694)             $ (50,626)        $ (249,381)
 Adjustments to reconcile net loss to net cash
     used in operating activities:
        Depreciation and amortization                                      3,653                    167             10,271
        Amortization of notes receivable from Executive                    1,500                  1,500              5,500
        Amortization of discount on long-term debt                        10,170                      -             10,170
        Amortization of debt issue costs                                     575                      -                634
        Other noncurrent liabilities                                         467                    439              1,656
        Stock-based compensation                                          13,554                 37,873            100,374
        Other                                                                (75)                     -               (852)
        Changes in current assets and current liabilities:
           Prepaid expenses and other current assets                        (247)                (3,512)            (6,821)
           Accounts payable                                                8,296                    132             24,873
           Accrued interest and other current liabilities                  5,817                    618             10,285 
                                                                         -------                 ------            ------- 
              Net cash used in operating activities                      (53,984)               (13,409)           (93,291)
                                                                         -------                 ------            ------- 
 Cash flows from investing activities:
     Restricted cash and investments                                      14,324                      -            (80,751)
     Purchase of property and equipment                                  (41,467)                (3,468)           (55,136)
     Acquisitions and other investments                                       -                  (5,770)           (10,720)
                                                                         -------                 ------            ------- 
       Net cash used in investing activities                             (27,143)                (9,238)          (146,607)
                                                                         -------                 ------            ------- 

 Cash flows from financing activities:
     Proceeds from bank borrowing                                              -                 23,000             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)                     -            (18,901)
     Proceeds from exercise of stock options                                  57                     -                  57 
                                                                         -------                 ------            ------- 
        Net cash provided by financing activities                        243,202                 23,000            826,874 
                                                                         -------                 ------            ------- 
Net increase in cash and equivalents                                     162,075                    353            586,976
 Cash and cash equivalents, beginning of period                          424,901                  1,303                  - 
                                                                         -------                 ------            ------- 
 Cash and cash equivalents, end of period                              $ 586,976                $ 1,656          $ 586,976 
                                                                         =======                 ======            ======= 
</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 sized businesses.

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.  The results of operations for the three and six months
ending June 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 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 three and six months period ended June 30, 
                                       
                                       7
<PAGE>

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.

         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.


3.       Supplemental Disclosure of Cash Flow Information

         Investing Activities

         During the six months ended June 30, 1998, the Company incurred capital
expenditures of approximately $65.5 million, of which $24.0 million was accrued,
and is not reflected in the accompanying condensed statement of cash flows.


4.       Capital Stock

         During the six months ended June 30, 1998, stock options were exercised
to purchase  9,931 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 June
30, 1998 was 8,166,341.


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
"Senior Discount Notes").  The Senior Discount Notes carry zero-coupon  interest
until March 1, 2003,  after which the Senior  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.

         On July 10,  1998,  the Company  commenced  an offer to  exchange  (the
"Exchange  Offer") all  outstanding  Senior  Discount Notes for 11 1/2% Series B
Senior  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 except for
certain  transfer  restrictions,  registration  rights  and  certain  liquidated
damages  

                                       8
<PAGE>

rights which rights will terminate upon  consummation of the Exchange Offer. The
Exchange Offer expired on August 13, 1998 and all  outstanding  Senior  Discount
Notes were exchanged for the New Discount Notes.


6.        Subsequent Event

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

                                       9
<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

         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
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 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.  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."


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

         The  Company   generated  revenue  from   communications   services  of
approximately  $0.1 million for the three months ended June 30, 1998. During the
three months ended June 30, 1997, the Company generated revenue of approximately
$1.1 million for management and other  services  under  arrangements  that ended
during 1997.

                                       10
<PAGE>

         Cost of services,  consisting primarily of headcount-related  costs and
site  rent  and  acquisition   expenses  related  to  network  operations,   was
approximately $17.9 million for the three months ended June 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  $26.2 million for the three months
ended June 30,  1998,  as  compared  with  approximately  $7.5  million  for the
corresponding  period in 1997.  This  increase  relates  primarily to additional
costs  incurred on the  commencement  of operations  and the  development of the
Company's infrastructure.

         Stock-based   compensation   expense,   representing  non-cash  expense
associated with stock-based compensation, was approximately $6.9 million for the
three months ended June 30, 1998 as compared  with  approximately  $35.8 million
for  the  corresponding  period  in  1997.  The  decrease  is due to  additional
compensation  expense  incurred in 1997 on Company  Appreciation  Rights granted
prior to the Company's initial public offering.

         Depreciation  and amortization for the three months ended June 30, 1998
was approximately  $2.1 million as compared with  approximately $0.1 million for
the  corresponding  period  in  1997  due to  higher  capital  expenditures  and
amortization of intangibles acquired in the fourth quarter of 1997.

         Interest and other income for the three months ended June 30, 1998, was
approximately  $10.2  million,  as compared with  approximately  $46,000 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  June  30,  1998  was
approximately $16.3 million, as compared with approximately $0.4 million for the
corresponding  period in 1997.  This increase was due to interest on the 11 1/2%
Senior Notes due 2007 issued in November 1997 (the "Senior  Notes"),  and the 11
1/2%  Senior  Discount  Notes due 2008  issued  in  February  1998 (the  "Senior
Discount Notes").


Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997

         The  Company   generated  revenue  from   communications   services  of
approximately  $0.2 million for the six months  ended June 30, 1998.  During the
six months ended June 30, 1997, the Company  generated  revenue of approximately
$1.7 million for management and other  services  under  arrangements  that ended
during 1997.

         Cost of services,  consisting primarily of headcount-related  costs and
site  rent  and  acquisition   expenses  related  to  network  operations,   was
approximately  $25.3  million for the six months ended June 30, 1998 as compared
with  approximately  $1.7  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  $45.5 million for the six months
ended June 30,  1998,  as  compared  with  approximately  $12.1  million for the
corresponding  period in 1997.  This  increase  relates  primarily to additional
costs  incurred on the  commencement  of operations  and the  development of the
Company's infrastructure.

                                       11
<PAGE>
         Stock-based   compensation   expense,   representing  non-cash  expense
associated with stock-based  compensation,  was approximately  $13.6 million for
the six months ended June 30, 1998 as compared with approximately  $37.9 million
for  the  corresponding  period  in  1997.  The  decrease  is due to  additional
compensation  expense  incurred in 1997 on Company  Appreciation  Rights granted
prior to the Company's initial public offering.

         Depreciation  and  amortization  for the six months ended June 30, 1998
was approximately  $3.7 million as compared with  approximately $0.2 million for
the  corresponding  period  in  1997  due to  higher  capital  expenditures  and
amortization of intangibles acquired in the fourth quarter of 1997.

         Interest and other  income for the six months ended June 30, 1998,  was
approximately  $18.3  million,  as compared with  approximately  $49,000 for the
corresponding  period  in 1997.  This  increase  was  primarily  as a result  of
interest earned on cash and investments.

         Interest   expense  for  the  six  months   ended  June  30,  1998  was
approximately $28.2 million, as compared with approximately $0.5 million for the
corresponding  period in 1997.  This  increase was due to interest on the Senior
Notes and the Senior 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 an offering (the "Discount
Notes  Offering") of $440 million Senior  Discount  Notes.  The Senior  Discount
Notes carry  zero-coupon  interest  until March 1, 2003,  after which the Senior
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.

On July 10,  1998,  the Company  commenced an offer to exchange  (the  "Exchange
Offer")  all  outstanding  Senior  Discount  Notes  for 11 1/2%  Series B Senior
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  except for
certain  transfer  restrictions,  registration  rights  and  certain  liquidated
damages  rights which rights will terminate  upon  consummation  of the Exchange
Offer. The Exchange Offer expired on August 13, 1998 and all outstanding  Senior
Discount Notes were exchanged for the New Discount Notes.

Credit Facilities

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

                                       12
<PAGE>
Historical Cash Flows

         At June 30, 1998, the Company had working capital of $563.2 million and
cash and cash  equivalents of $587.0 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 June 30, 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 in the future.

         The Company's total assets increased from $596.4 million as of December
31, 1997 to $813.3 million at June 30, 1998, due primarily to cash proceeds from
the Discount  Notes Offering and capital  expenditures.  Property and equipment,
net of  accumulated  depreciation,  comprised  $71.7  million  at June 30,  1998
compared to $8.2 million at December 31, 1997.

         The Company  intends 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  $54.0  million for the six
months ended June 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
$13.4  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 $27.1 million for the
six months  ended June 30, 1998  relating  primarily to the purchase of property
and  equipment.  For the same period in 1997,  the Company  used $9.2 million in
investing  activities,  consisting  of $3.5 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 six
months  ended June 30, 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 $23.0 million
consisting  of  borrowings  under a  credit  agreement  that was  terminated  in
November 1997.

                                       13
<PAGE>
PART II           OTHER INFORMATION

Item 2.    Change in Securities and Use of Proceeds

Change in Securities

On July 10,  1998,  the Company  commenced an offer to exchange  (the  "Exchange
Offer")  all  outstanding  Senior  Discount  Notes  for 11 1/2%  Series B Senior
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  except for
certain  transfer  restrictions,  registration  rights  and  certain  liquidated
damages  rights which rights will terminate  upon  consummation  of the Exchange
Offer. The Exchange Offer expired on August 13, 1998 and all outstanding  Senior
Discount Notes were exchanged for the New 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
to the Company from the Equity Offering were approximately $125.7 million, after
deductions for offering expenses. As of June 30, 1998, the Company had used such
net proceeds,  together with proceeds from capital contributions  received prior
to the Equity Offering and with the proceeds from the Company's offering of $300
million 11 1/2% Senior Notes due 2007,  and from the  Company's  Discount  Notes
Offering,   as  follows:  (i)  $42.5  million  to  repay  in  full  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)  $41.5  million  for the  purchase of
property and  equipment,  (iv) $17.7 million to pay interest on the Senior Notes
and (v) 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 August 13,  1998,  the  Company  filed a report on Form 8-K
                  comprising  items 5 and 7. The  Report,  dated  July 6,  1998,
                  announced the closure of senior secured credit  facilities for
                  $800 million  underwritten by Chase Securities  Inc.,  Goldman
                  Sachs Credit Partners L.P. and TD Securities  (USA) Inc. These
                  facilities   effectively   replaced  a  $780  million   vendor
                  financing  commitment  previously provided by Nortel (Northern
                  Telecom).


                                       14
<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:  August 14, 1998            By: /s/ Abraham L. Morris
                                      ---------------------
                                      Abraham L. Morris
                                      Senior Vice President, Chief Financial 
                                       Officer and Treasurer  
                                        (Principal Financial Officer)


Date:  August 14, 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.

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 six months ended June
                         30, 1998 (filed only electronically with the Securities
                         and Exchange Commission).