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, 2000.

                                       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
             SUITE 400
          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 6, 2000 was as follows:

              Common Stock, Class A                      42,423,082
              Common Stock, Class B                      21,260,610
<PAGE>
                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets -
           As of September 30, 2000 (unaudited) and December 31, 1999         3

         Unaudited Condensed Consolidated Statements of Operations -
           for the three and nine months ended September 30, 2000 and 1999    4

         Unaudited Condensed Consolidated Statements of Cash Flows -
           for the nine months ended September 30, 2000 and 1999              5

         Notes to Unaudited Condensed Consolidated Financial Statements       6

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

Item 3.  Quantitative and Qualitative Disclosure About Market Risk           15

PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds                           16

Item 6.  Exhibits and Reports on Form 8-K                                    16

SIGNATURES

EXHIBIT INDEX
<PAGE>
                                 TELIGENT, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                September 30,      December 31,
                                                    2000               1999
                                                -------------      -------------
 Assets                                          (Unaudited)
 Current assets:
              <S>                                      <C>                <C>
    Cash and cash equivalents                   $    171,993        $   440,293
    Short-term investments                           126,057            116,610
    Accounts receivable, net                          33,390             12,673
    Prepaid expenses and other current assets         28,170             17,914
    Restricted cash and investments                   23,401             38,224
                                                -------------      -------------
       Total current assets                          383,011            625,714

 Property and equipment, net of accumulated
     depreciation of $124,994 and $56,404,
     respectively                                    564,083            402,989
 Intangible assets, net of accumulated
     amortization of $27,539 and $15,979,
     respectively                                    197,473             96,418
 Investments in and advances to international
     ventures and other assets                        33,447              6,722
                                                -------------      -------------
       Total assets                              $ 1,178,014        $ 1,131,843
                                                =============      =============
 Liabilities and Stockholders' Deficit
 Current liabilities:
    Accounts payable                             $    73,575        $   239,139
    Accrued expenses                                  62,571             43,869
                                                -------------      -------------
       Total current liabilities                     136,146            283,008

 Long-term debt                                    1,215,203            808,799
 Other noncurrent liabilities                          9,346              3,165

 Series A preferred stock                            509,935            478,788

 Commitments and contingencies

 Stockholders' deficit:
    Common stock                                         637                547
    Additional paid-in capital                       816,803            519,607
    Accumulated deficit                           (1,510,056)          (962,071)
                                                -------------      -------------
       Total stockholders' deficit                  (692,616)          (441,917)
                                                -------------      -------------
     Total liabilities and stockholders'
       deficit                                   $ 1,178,014        $ 1,131,843
                                                =============      =============
</TABLE>
            See notes to condensed consolidated financial statements
<PAGE>
                                 TELIGENT, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (Unaudited, in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                      Three months ended     Nine months ended
                                         September 30,         September 30,
                                     ---------------------  --------------------
                                        2000       1999       2000       1999
                                     ----------  ---------  ---------  ---------
      <S>                                <C>        <C>        <C>         <C>
Revenues:
   Communications services           $  42,669 $   10,320  $  97,997  $  15,805

 Costs and expenses:

   Cost of services                     62,007     56,874    225,449    134,816
   Sales, general and administrative    72,807     56,794    189,264    152,336
   Stock-based and other noncash
     compensation                        6,470      7,830     22,541     23,631
   Depreciation and amortization        25,720     12,821     68,869     30,304
                                     ----------  ---------  ---------  ---------
        Total costs and expenses       167,004    134,319    506,123    341,087
                                     ----------  ---------  ---------  ---------
     Loss from operations             (124,335)  (123,999)  (408,126)  (325,282)

 Interest income                         6,983      5,084     20,211     14,466
 Interest expense                      (48,469)   (24,248)   (98,686)   (63,923)
 Other expense                         (62,290)      (477)   (61,384)      (486)
                                     ----------  ---------  ---------  ---------
     Net loss                         (228,111)  (143,640)  (547,985)  (375,225)

 Accrued preferred stock dividends
    and amortization of issuance
    costs                              (10,527)         -    (31,146)         -
                                     ----------  ---------  ---------  ---------

 Net loss applicable to common
    stockholders                     $(238,638) $(143,640) $(579,131) $(375,225)
                                     ========== ========== ========== ==========

 Basic and diluted net loss per
    common share                     $   (3.88) $   (2.66) $   (9.88) $   (7.06)
                                     ========== ========== ========== ==========

 Weighted average common shares
    outstanding                         61,469     54,013     58,621     53,177
                                     ========== ========== ========== ==========
</TABLE>
            See notes to condensed consolidated financial statements
<PAGE>
                                 TELIGENT, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)
<TABLE>
<CAPTION>                                                  Nine months ended
                                                              September 30,
                                                       -------------------------
                                                           2000          1999
                                                       -----------   -----------
               <S>                                         <C>           <C>
 Cash flows from operating activities:

 Net loss                                               $(547,985)    $(375,225)
 Adjustments to reconcile net loss to net
   cash used in operating activities:
    Depreciation and amortization                          68,869        30,304
    Loss on write-down of available-for-sale
      securities                                           60,671             -
    Accretion of senior discount notes and other
      amortization                                         30,045        27,196
    Stock-based and other noncash compensation             22,541        23,631
    Losses in equity of affiliates                          1,628             -
    Changes in current assets and current liabilities:
       Accounts receivable                                (15,596)       (7,104)
       Prepaid expenses and other current assets           (8,963)       (8,409)
       Accounts payable                                  (161,357)       18,824
       Accrued expenses                                     5,786        22,934
                                                       -----------   -----------
          Net cash used in operating activities          (544,361)     (267,849)
                                                       -----------   -----------
 Cash flows from investing activities:

    Purchase of property and equipment                   (218,086)     (137,730)
    Purchase of short-term investments                   (106,997)      (98,988)
    Maturity of short-term investments                     97,550        10,326
    Investment in and advances to international
      ventures                                            (30,876)            -
    Cash paid for acquisitions, net of cash acquired      (29,345)       (2,498)
    Restricted cash and investments                        16,135        10,347
    Other                                                   1,928          (354)
                                                       -----------   -----------
          Net cash used in investing activities          (269,691)     (218,897)
                                                       -----------   -----------
 Cash flows from financing activities:

    Proceeds from long-term debt                          350,000       200,000
    Proceeds from common stock offering                   189,935             -
    Proceeds from exercise of stock options                 7,795         9,991
    Other                                                  (1,978)         (689)
                                                       -----------   -----------
          Net cash provided by financing activities       545,752       209,302
                                                       -----------   -----------
 Net decrease in cash and equivalents                    (268,300)     (277,444)
 Cash and cash equivalents, beginning of period           440,293       416,247
                                                       -----------   -----------
 Cash and cash equivalents, end of period               $ 171,993     $ 138,803
                                                       ===========   ===========
 SUPPLEMENTAL CASH FLOW INFORMATION:

     Cash paid for interest                             $  82,556     $  55,431
                                                       ===========   ===========
     Accrued preferred stock dividends and
        amortization of issuance costs                  $  31,146     $       -
                                                       ===========   ===========
</TABLE>    See notes to condensed consolidated financial statements
<PAGE>
                                 TELIGENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       The Company

         Teligent,  Inc.  ("Teligent"  or  the  "Company")  is  a  full-service,
facilities-based  communications  company offering business  customers local and
long-distance,  high-speed data and dedicated  Internet access services over the
Company's  digital  SmartWave(TM)  local  networks  and  also  provides  network
integration and  teleconferencing  services.  The Company's  SmartWave(TM) local
networks  integrate  advanced  fixed  wireless   technologies  with  traditional
broadband wireline technology.

         The Company has established several  international  ventures with local
partners in foreign  countries.  These  ventures  have acquired  fixed  wireless
spectrum  licenses  in  order  to  build  and  operate  wireless  communications
facilities in those countries.

2.       Significant Accounting Policies

         Basis of Presentation

         The  Company,  in  accordance  with the  rules and  regulations  of the
Securities and Exchange Commission ("SEC"), has prepared the unaudited condensed
consolidated  financial  statements  included  herein.  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   consolidated  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, 1999
filed with the SEC.  The  results of  operations  for the three and nine  months
ended September 30, 2000 are not necessarily  indicative of the results that may
be expected for the full year.

         Consolidation

         The condensed consolidated financial statements include the accounts of
the  Company  and  its  subsidiaries   after   elimination  of  all  significant
intercompany  transactions.  International  ventures  are  accounted  for by the
equity  method where  common  stock  ownership is at least 20% and not more than
50%, or the Company is unable to exercise effective control.

         Reclassifications

         Certain  amounts  in  prior  period  financial   statements  have  been
reclassified to conform to the current period presentation.
<PAGE>
                                 TELIGENT, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

3.       Comprehensive Loss

         Comprehensive  loss includes net loss and foreign currency  translation
adjustments.  The components of other comprehensive loss are as follows (amounts
in thousands):

                                       Three months ended   Nine months ended
                                          September 30,       September 30,
                                     --------------------- ---------------------
                                        2000       1999       2000      1999
                                     ---------- ---------- ---------- ----------
Loss applicable to common
   shareholders                      $(238,638) $(143,640) $(579,131) $(375,225)
Other comprehensive loss:
     Foreign currency translation
       adjustments                      (1,520)         -     (1,520)         -
                                     ---------- ---------- ---------- ----------
Comprehensive loss applicable to
     common shareholders             $(240,158) $(143,640) $(580,651) $(375,225)
                                     ========== ========== ========== ==========

4.       Long-Term Debt

         On August 1, 2000, the Company  borrowed an additional  $350 million on
its existing credit  facility.  As of September 30, 2000, the Company had a $550
million outstanding loan balance under its existing credit facility.

5.       Convertible Redeemable Preferred Stock

         The Company has authorized  10,000,000  shares of preferred  stock,  of
which  529,289  shares  and  500,000  shares of its 7 3/4%  Series A  cumulative
convertible  preferred  stock,  liquidation  preference of $1,000 per share, par
value $.01 per share ("Series A Preferred  Stock"),  were issued and outstanding
at September 30, 2000 and December 31, 1999, respectively.

6.       Capital Stock

         The Company has authorized two classes of common stock,  Class A Common
Stock  and Class B common  stock,  par  value  $.01 per  share  ("Class B Common
Stock"),  consisting  of three  series,  Class B Series 1 common stock  ("Series
B-1"),  Class B Series 2 common stock ("Series B-2") and Class B Series 3 common
stock ("Series B-3"). The number of shares authorized, issued and outstanding at
September  30, 2000 and  December  31,  1999,  for each class of common stock is
summarized below:
                           September 30,                   December 31,
                               2000                           1999
                     ----------------------------  ----------------------------
               Par     Shares      Shares Issued     Shares      Shares Issued
Class         Value  Authorized   and Outstanding  Authorized   and Outstanding
----------    -----  ----------   ---------------  -----------  ----------------
A             $.01   500,000,000     42,423,082    200,000,000      10,281,667
Series B-1     .01             -              -     30,000,000      21,436,689
Series B-2     .01    50,000,000     15,477,210     25,000,000      17,206,210
Series B-3     .01    20,000,000      5,783,400     10,000,000       5,783,400
<PAGE>
                                 TELIGENT, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

         In January 2000, as a result of Liberty Media Corporation's acquisition
of The Associated Group, Inc., all of the outstanding shares of Series B-1 owned
by The Associated  Group,  Inc. were converted into 21,436,689 shares of Class A
Common Stock, and the Series B-1 shares were subsequently cancelled.

7.   Other Transactions

         During the nine months ended  September 30, 2000, the Company  acquired
several  communications  companies  (the  "2000  Transactions").   The  combined
purchase price of the 2000 Transactions consisted of 2,822,154 shares of Class A
Common Stock valued at $47.2  million at the time of issuance and cash  payments
totaling $30.4 million.  If specific earnout  provisions,  consisting of certain
revenue and other  benchmark  targets,  are met over the next three  years,  the
Company would be obligated to make  additional  cash payments and Class A Common
Stock  issuances.  The 2000  Transactions  were  accounted for as purchases with
approximately  $113.8 million being assigned to acquired  intangibles,  which is
being  amortized  on a  straight-line  basis  over a  period  from  5-15  years.
Significant non-cash investing and financing activities and certain supplemental
disclosures resulting from acquisitions are as follows (amounts in thousands):

                                                           Nine months ended
                                                              September 30,
                                                        ------------------------
                                                           2000          1999
                                                        ---------      ---------
Cash paid for acquisitions, net of cash acquired:

     Recorded value of assets acquired                  $ 22,972       $  1,759
     Identified intangibles                              113,813         16,787
     Net liabilities assumed                             (60,215)        (2,878)
     Common stock issued in acquisitions                 (47,225)       (13,170)
                                                        ---------      ---------
                                                        $ 29,345       $  2,498
                                                        =========      =========

         In July 2000, the Company  closed an investment in ICG  Communications,
Inc. ("ICG"),  whereby a subsidiary of the Company acquired  2,996,076 shares of
ICG common stock in exchange for one million shares of Class A Common Stock (the
"ICG  Transaction").  The  value of the  Company's  investment  in ICG as of the
closing  date was  $62.0  million.  Subsequent  to the  closing  date of the ICG
Transaction,  the market value of ICG common stock decreased significantly,  and
the Company has concluded that the decline is other than temporary. Accordingly,
the Company has written its  investment  in ICG common  stock down to its market
value, which management believes approximates fair value. At September 30, 2000,
the market  value of the  investment  in ICG common  stock was $1.3  million and
Teligent realized a loss on this investment of $60.7 million.

         In September 2000, the Company  resolved an outstanding  liability with
one  of  its   vendors.   This   transaction   resulted   in  a   reduction   of
telecommunications  costs  (cost of  services)  of $27.9  million  for the three
months ended September 30, 2000, and will result in a reduction of $11.8 million
in the three months  ended  December 31,  2000.  Additionally,  the  transaction
resulted in the payment of $17.3 million in interest to the vendor.
<PAGE>
                                 TELIGENT, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

8.   Subsequent Event

         On November  8, 2000,  the  Company  announced  a  workforce  reduction
associated  with its  efforts to realign its sales,  operations  and real estate
organizations.  As a result  of this work  force  reduction  and  organizational
realignment, the Company expects to record a charge of approximately $13 million
in the quarter ended December 31, 2000.

<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  Private  Securities
Litigation  Reform Act of 1995, and should be read in conjunction  with our 1999
Annual  Report on Form 10-K for the fiscal year ended  December  31,  1999.  The
words  "anticipate,"  "believe,"  "estimate,"  "expect,"  "plan,"  "intend"  and
similar  expressions,  as they relate to the  Company,  are intended to identify
forward-looking  statements.  Such  statements  reflect our  current  views with
respect to future events and involve known and unknown risks,  uncertainties and
other factors.  The Company cannot be sure that any of its expectations  will be
realized. Factors that may cause actual results,  performance or achievements of
the Company,  or industry results,  to differ materially from those contemplated
by  such  forward-looking  statements,  include,  without  limitation:  (1)  the
Company's  ability  to  meet  its  existing  debt  service  obligations  and the
availability of additional funds to pursue the Company's  business plan; (2) the
Company's pace of entry into new domestic and international market areas and the
ability to secure  building  access;  (3) the  Company's  success  in  obtaining
spectrum  licenses  in  international  markets and the ability of the Company to
negotiate  definitive  agreements with its international joint venture partners;
(4) the time and expense required to build the Company's  planned  network;  (5)
the Company's ability to integrate and maintain internal  management,  technical
information and accounting systems; (6) the Company's ability to hire and retain
qualified  personnel  to  operate  its  business;  (7) the  impact of changes in
telecommunication  laws and  regulations;  (8) the Company's  success in gaining
regulatory  approval for its  products  and  services,  when  required;  (9) the
Company's ability to successfully interconnect with the incumbent carriers; (10)
the timely supply of necessary  equipment;  (11) the Company's ability to adjust
to  rapid  changes  in  technology  and  to  prevent   misappropriation  of  its
technology; (12) the intensity of competition in the markets in which we provide
service and the Company's  ability to attract and retain a sufficient  number of
revenue-generating   customers  in  such  markets;  and  (13)  general  economic
conditions and the condition of the financial markets,  particularly  within the
communications and technology sectors which have historically been more volatile
than the markets generally. Given these uncertainties, prospective investors are
cautioned not to place undue reliance on such forward-looking statements.

         The  forward-looking  statements are included in,  without  limitation,
"Overview",  "Results of Operations"  and "Liquidity and Capital  Resources." In
the preparation of our financial statements,  we also make various estimates and
assumptions that are forward-looking statements.

         In this  Quarterly  Report on Form 10-Q, we refer to Teligent,  Inc., a
Delaware corporation, as "Teligent," the "Company," "we," "us," and "our." Where
applicable,  such  references  refer to  Teligent's  limited  liability  company
predecessor.

         The following discussion should be read in connection with the attached
condensed  consolidated  financial  statements and notes  thereto,  and with our
audited  financial  statements  and notes  thereto  as of and for the year ended
December 31, 1999, included in our Annual Report on Form 10-K.
<PAGE>
Overview

         Teligent offers business  customers  local,  long distance,  high-speed
data and  dedicated  Internet  services  over our  digital  SmartWave(TM)  local
networks and provides network  integration and  teleconferencing  services.  Our
SmartWave(TM)   local  networks  integrate  fixed  wireless   technologies  with
traditional broadband wireline technology. By integrating these technologies, we
believe we are able to increase local network efficiency and significantly lower
network  costs.  We have also  established  international  ventures  with  local
partners in foreign  countries.  These  ventures  have acquired  fixed  wireless
spectrum  licenses  and are in the process of building  and  operating  wireless
communications facilities in foreign countries.

         Our operating losses, as well as our negative operating cash flow, have
 been  significant  to date,  and we expect both to continue  for several  years
 until we develop a customer base that will generate sufficient revenues to fund
 operating  expenses.  We expect to have positive operating margins over time by
 increasing  the number of  customers  and selling them  additional  capacity or
 services without significantly  increasing related capital expenditures,  costs
 of building  access rights and other operating  costs.  Our ability to generate
 positive cash flow will depend in part on the extent of capital expenditures in
 current and new market areas, including international expansion, competition in
 our current  market areas and any potential  adverse  regulatory  developments.
 Various  financing sources will be required to fund our growth as well as cover
 our expected losses from operations.

Results of Operations

Three and Nine Months Ended September 30, 2000 Compared to Three and Nine Months
   Ended September 30, 1999

           Teligent's  revenues grew by $32.4 million, or 315%, to $42.7 million
for the three  months  ended  September  30,  2000,  from $10.3  million for the
corresponding  period in 1999.  For the nine months  ended  September  30, 2000,
revenues  increased  by $82.2  million,  or 520%,  to $98.0  million  from $15.8
million for the  corresponding  prior year period.  These  increases  are due to
revenue  attributable  growth in our customer base,  acquisitions  and continued
expansion into new markets.

           Revenues,  exclusive of revenues from entities  acquired during 2000,
increased by $19.7 million,  or 191%, to $30.0 million and by $61.5 million,  or
389%,  to $77.3  million  during the three and nine months ended  September  30,
2000,  respectively,  as compared to the corresponding  prior year period.  This
revenue  growth is due to increases  in the number of service  lines in existing
market areas and expansion into new markets.  As of September 30, 2000, Teligent
served approximately 34,200 customers, compared to approximately 7,500 customers
at September 30, 1999. Revenues from entities acquired during 2000 totaled $12.7
million  and $20.7  million for the three and nine months  ended  September  30,
2000, respectively.
<PAGE>
Our revenues are comprised of the following (amounts in thousands):
<TABLE>
<CAPTION>
                                      Three Months Ended     Nine Months Ended
                                         September 30          September 30,
                                    --------------------- ----------------------
                                       2000       1999       2000        1999
                                    --------- ----------- ----------  ----------
   <S>                                  <C>       <C>         <C>          <C>
Local                               $  9,167   $  1,648    $ 21,292    $  2,432
Long distance                         21,368      6,221      51,121       9,987
Data and Other                        12,134      2,451      25,584       3,386
                                    --------- -----------  ---------  ----------
Total revenue                       $ 42,669   $ 10,320    $ 97,997    $ 15,805
                                    ========= ===========  =========  ==========
</TABLE>
o             Local service  revenues  increased by $7.6 million,  or 475%,  and
              $18.9 million, or 788%, for the three and nine month periods ended
              September 30, 2000,  respectively,  compared to the  corresponding
              periods  from  1999.  These  increases  are  primarily  due to the
              installation of customer lines and growth in our customer base and
              continued expansion into new markets.

o             Long distance  service  revenues  increased by $15.1  million,  or
              243%,  and $41.1  million,  or 411%,  for the three and nine month
              periods ended  September 30, 2000,  respectively,  compared to the
              corresponding  periods from 1999.  These increases are a result of
              internal  growth in our customer  base,  revenue  attributable  to
              acquisitions and continued expansion into new markets.

o             Data and other  service  revenues  increased by $9.7  million,  or
              388%,  and $22.2  million,  or 653%,  for the three and nine month
              periods ended  September 30, 2000,  respectively,  compared to the
              corresponding  periods from 1999.  This growth is  attributable to
              acquisitions of companies that provide data and other services and
              internal growth in our customer base.

         Cost of services,  consisting primarily of telecommunications expenses,
operating  personnel costs and site acquisition and rent expenses,  increased by
$5.1 million,  or 9%, to $62.0 million from $56.9 million and increased by $90.6
million,  or 67%, to $225.4  million from $134.8  million for the three and nine
months ended September 30, 2000, respectively,  as compared to the corresponding
prior  year  periods.  These  increases  are  primarily  due  to  the  costs  of
provisioning  higher  volumes of  telecommunications  and data  traffic over our
networks and the increased  number of market areas that we initiated  service in
during these periods,  partially  offset by the reduction in  telecommunications
costs totaling $27.9 million from the  aforementioned  transaction  reached with
one of the Company's major vendors.  Increases in personnel  related costs, site
rent and utility expenses related to our expansion into new markets and services
also contributed to the increase in cost of services for these periods.

         Sales, general and administrative  expenses increased by $16.0 million,
or 28%, to $72.8 million from $56.8 million and increased by $37.0  million,  or
24%, to $189.3  million from $152.3  million for the three and nine months ended
September 30, 2000,  respectively,  as compared to the corresponding  prior year
periods.  These increases are primarily attributable to the hiring of additional
employees  incurred to support the expansion of our business through  additional
markets and services.
<PAGE>
         Stock-based and other noncash  compensation  expense  decreased by $1.3
million,  or 17%, to $6.5 million from $7.8 million and by $1.1 million,  or 5%,
to $22.5  million  from  $23.6  million  for the  three  and nine  months  ended
September 30, 2000,  respectively,  as compared to the corresponding  prior year
periods.  These expenses relate to compensation  earned by certain employees and
executives at the time of the initial public offering that are being  recognized
over specified  vesting  periods.  No additional  grants have been made to these
persons since the date of the initial public offering.

         Depreciation and amortization  expense  increased by $12.9 million,  or
101%, to $25.7 million from $12.8  million and  increased by $38.6  million,  or
127%,  to $68.9  million from $30.3  million for the three and nine months ended
September 30, 2000, respectively, compared to the corresponding periods in 1999.
These increases are due to significant capital expenditures made during 1999 and
2000 and the  amortization  of  acquired  intangibles.  We  expect  depreciation
expense  to  increase  as  we  continue  to  build  our  networks   through  the
installation of additional telecommunications equipment.

         Interest income increased by $1.9 million, or 37%, to $7.0 million from
$5.1 million and increased by $5.7 million,  or 39%, to $20.2 million from $14.5
million for the three and nine months ended September 30, 2000, respectively, as
compared to the corresponding periods in 1999. These increases are due to higher
average cash and cash  equivalent  balances in 2000  resulting from the proceeds
received  from the November  1999  offering of Series A Preferred  Stock and the
April 2000 offering of Class A Common Stock and higher  average  interest  rates
during the current year periods.

         Interest expense increased by $24.3 million,  or 100%, to $48.5 million
from $24.2 million and increased by $34.8 million, or 54%, to $98.7 million from
$63.9  million  for  the  three  and  nine  months  ended  September  30,  2000,
respectively, compared to the corresponding periods in 1999. These increases are
due to interest  associated  with the  aforementioned transaction with a vendor,
higher long-term debt balances resulting from borrowings made against Teligent's
existing  credit  facilities,  the  amortization  of  credit  facility  fees and
interest incurred on the 11 1/2% Series B Discount Notes due 2008.

         Other expense increased by $61.8 million to $62.3 million and increased
by $60.9  million to $61.4  million  from $.5  million for each of the three and
nine  months  ended   September   30,  2000,   respectively,   compared  to  the
corresponding  periods in 1999.  These  increases  are  primarily due to a $60.7
million loss on the write down of  available-for-sale  securities  to their fair
value during the third quarter of 2000.  Additionally,  we received $1.3 million
from a copyright  infringement  settlement that was completed  during the second
quarter of 2000.
<PAGE>
Liquidity and Capital Resources

Historical Cash Flows

         At September  30, 2000, we had working  capital of $246.9  million that
includes  unrestricted  cash,  cash  equivalents  and short-term  investments of
$298.1  million,  compared to working  capital of $342.7  million that  includes
unrestricted cash, cash equivalents and short-term investments of $556.9 million
at December 31, 1999. The decrease in working  capital is a result of lower cash
and  cash  equivalent  levels  due to  increased  operating  costs  and  capital
expenditures  as we continue to expand our service to new markets and to provide
service to new customers  within  existing  markets.  We will need a significant
amount  of cash to  continue  to  build  our  networks,  both  domestically  and
internationally,  market our services and cover operating expenditures. Although
we anticipate  our existing  cash and cash  equivalents  on hand and  short-term
investments  together with existing credit  facilities  will provide  sufficient
funds to carry out our current  business  plan into the second  quarter of 2001,
our management continually evaluates potential financing options. We also expect
that current and future expansion and  acquisitions  will be financed from funds
generated from  operations,  borrowings under the credit  facilities,  financing
under  our  existing  shelf  registration  statement  and  potential  additional
financings.  However,  there can be no assurance  that we will be able to obtain
additional financing, or financing on terms acceptable to us.

         Our total assets  increased from $1,131.8  million at December 31, 1999
to $1,178.0  million at September  30, 2000,  as higher  property and  equipment
balances,  acquired intangibles and investments in international  ventures, were
partially  offset  by lower  cash and cash  equivalent  balances.  Property  and
equipment, net of accumulated depreciation,  was $564.1 million at September 30,
2000,  compared to $403.0 million at December 31, 1999. This increase was due to
capital  expenditures  related  to the  growth and  development  of our  network
operations, partially offset by increased accumulated depreciation.

         We used cash in operations of $544.4  million for the nine months ended
September  30,  2000.  Operating  losses for the  period and  changes in working
capital items were partially offset by depreciation,  amortization,  loss on the
write-down  of  available-for-sale  securities,  non-cash  interest  expense and
stock-based and other noncash compensation. For the same period in 1999, we used
cash in operations of $267.8  million,  due primarily to the operating  loss for
the period partially offset by depreciation, amortization, stock-based and other
non-cash compensation and other non-cash charges.

         We used $269.7  million of cash in  investing  activities  for the nine
months ended September 30, 2000,  primarily relating to the purchase of property
and  equipment,  cash  paid  for  acquisitions  and  advances  to  international
ventures.  For the same period in 1999, we used $218.9 million primarily for the
purchase of property and equipment and short-term investments.

         Cash flows  provided by financing  activities for the nine months ended
September 30, 2000 were $545.8 million,  consisting  primarily of a $350 million
drawdown of our credit facility,  proceeds of $189.9 million from the April 2000
offering of Class A Common Stock and the exercise of employee stock options. For
the same  period in 1999,  cash  flows from  financing  activities  were  $209.3
million consisting primarily of net proceeds from a $200 million drawdown of our
credit facility and the exercise of employee stock options.
<PAGE>
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

           The Company has exposure to financial market risks, including changes
in interest  rates,  foreign  exchange rates and other  relevant  market prices.
Specifically,  an increase or decrease in interest  rates would affect  interest
costs relating to our credit  facilities.  The Company has an  outstanding  loan
balance of $550 million under our credit facilities,  which incurs interest at a
floating rate tied to a LIBOR or an alternate base rate. The outstanding balance
under our credit  facilities  represents  approximately  45% of our  outstanding
long-term debt.

           The Company's cash flow and earnings are subject to fluctuations  due
to exchange rate sensitivity.  Foreign currency risk exists due to the Company's
international  ventures.  The  Company  may  attempt  to limit its  exposure  to
changing  foreign  exchange rates through both  operational and financial market
actions.  We  currently  do not use any such  actions to manage our  exposure to
foreign currency risk, but we may do so in the future.

           The Company also maintains  securities  with an original  maturity of
greater than 90 days, but less than one year. These securities are classified as
"available for sale". An immediate  increase or decrease in interest rates could
have a material  impact on the fair value of these  financial  instruments or on
our short-term investment portfolio.

           Changes in  interest  rates do not have a direct  impact on  interest
expense  relating to our remaining fixed rate long-term debt,  although the fair
market value of our fixed rate debt is  sensitive to changes in interest  rates.
If market rates declined,  our interest payments could exceed those based on the
current  market  rate.  We  currently  do  not  use  interest  rate   derivative
instruments to manage our exposure to interest rate changes, but we may do so in
the future.
<PAGE>
PART II    OTHER INFORMATION

Item 2.    Changes in Securities and Use of Proceeds

         During the third quarter,  the Company issued an aggregate of 2,158,811
shares  of  Class  A  Common  Stock  in  connection  with  an  acquisition  of a
teleconferencing  business.  Such shares were issued to various  individuals  in
exchange for the outstanding capital shares of the target company. All shares of
Class A Common  Stock  issued in this  transaction  were  issued  pursuant to an
exemption from the  registration  requirements of the Securities Act of 1933, as
amended,  under  Section  4(2) of the act.  This sale was made  without  general
solicitation or  advertising.  The Company has not received and will not receive
any  proceeds  from the sale of these  shares of Class A Common Stock other than
the assets and liabilities of the acquired company.

         On  July  6,  2000,   the   Company   closed  an   investment   in  ICG
Communications,  Inc.  ("ICG"),  whereby a  subsidiary  of the Company  acquired
2,996,076 shares of ICG common stock in exchange for one million shares of Class
A Common  Stock  (the "ICG  Transaction").  All  shares of Class A Common  Stock
issued in the ICG  Transaction  were issued  pursuant to an  exemption  from the
registration  requirements of the Securities Act of 1933,  under Section 4(2) of
the act. This sale was made without general  solicitation  or  advertising.  The
Company has not  received  and will not receive  any  proceeds  from the sale of
these  shares  of Class A  Common  Stock  other  than  the  marketable  security
investment received in the ICG Transaction.

Item 6.    Exhibits and Reports on Form 8-K

          (a)     Exhibits

         (10.1)  Agreement,  dated as of May 9,  2000,  by and  between  Level 3
                 Communications,  LLC and Teligent  Services Inc., as amended.
                   [Portions of the document have been omitted pursuant to a
                    request for confidential treatment requested through
                    November 1, 2005.]

         (27)    Teligent,  Inc.  Financial Data Schedule
         (99.1)  Teligent, Inc. Press Release dated November 8, 2000

          (b)     Reports on Form 8-K

                                                 Item            Financial
                  Date of Report               Reported       Statements Filed

                  September 8, 2000          Items 5 & 7 -           None
                                             Other Events;
                                         Financial Statements,
                                          Pro Forma Financial
                                        Information and Exhibits
<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 14, 2000               By: /s/  John C. Wright
                                           -------------------------------------
                                                John C. Wright

                                                Chief Financial Officer and
                                                  Senior Vice President
                                                  (Principal Accounting Officer)
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.                Description of Exhibit

10.1     Agreement,  dated as of May 9,  2000,  by and  between  Level 3
           Communications,  LLC and Teligent  Services Inc., as amended.
            [Portions of the document have been omitted pursuant to a
             request for confidential treatment requested through
             November 1, 2005.]

27       Financial Data Schedule for the nine months ended September 30, 2000.

99.1     Press release of Teligent, Inc. dated November 8, 2000.