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, 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 August 4, 2000 was as follows:

                      Common Stock, Class A                   40,254,238
                      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 June 30, 2000 (unaudited) and December 31, 1999               3

        Unaudited Condensed Consolidated Statements of Operations -

           for the three and six months ended June 30, 2000 and 1999           4

        Unaudited Condensed Consolidated Statements of Cash Flows -

           for the six months ended June 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                                               9

Item 3. Quantitative and Qualitative Disclosure About Market Risk             14

PART II.OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds                             15

Item 4. Submission of Matters to a Vote of Security Holders                   15

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

SIGNATURES

EXHIBIT INDEX
<PAGE>
                                 TELIGENT, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                         June 30,   December 31,
                                                           2000        1999
                                                      ------------- ------------
 Assets                                                (Unaudited)
 Current assets:
         <S>                                                <C>           <C>
     Cash and cash equivalents                        $   160,430    $  440,293
     Short-term investments                               130,111       116,610
     Accounts receivable, net of allowance
      for doubtful accounts of $6,563 and
      $2,503, respectively                                 26,065        12,673
     Prepaid expenses and other current assets             27,743        17,914
     Restricted cash and investments                       21,848        38,224
                                                      -------------  -----------
       Total current assets                               366,197       625,714
 Property and equipment, net of accumulated
     depreciation of $91,325 and $56,404,
     respectively                                         543,268       402,989
 Intangible assets, net of accumulated
     amortization of $22,552 and $15,979,
     respectively                                         117,859        96,418
 International joint ventures and other assets             32,884         6,722
                                                      -------------  -----------
       Total assets                                   $ 1,060,208    $1,131,843
                                                      =============  ===========
 Liabilities and Stockholders' Deficit
 Current liabilities:
     Accounts payable                                 $    60,484    $   46,994
     Accrued trade liabilities                            173,952       192,145
     Accrued expenses                                      44,813        43,869
                                                      -------------  -----------
       Total current liabilities                          279,249       283,008

 Long-term debt                                           826,612       808,799
 Other noncurrent liabilities                               3,693         3,165

 Series A preferred stock                                 499,344       478,788

 Commitments and contingencies

 Stockholders' deficit:

     Common stock                                             600           547
     Additional paid-in capital                           732,655       519,607
     Accumulated deficit                               (1,281,945)     (962,071)
                                                      -------------  -----------
       Total stockholders' deficit                       (548,690)     (441,917)
                                                      -------------  -----------
     Total liabilities and stockholders' deficit      $ 1,060,208     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     Six months ended
                                             June 30,              June 30,
                                    ---------------------- ---------------------
                                         2000       1999       2000       1999
                                    ----------- ---------- ---------- ----------
         <S>                              <C>        <C>       <C>         <C>
 Revenues:

      Communications services       $   32,264 $    3,961 $   55,328 $    5,484

 Costs and expenses:

   Cost of services                     86,394     43,638    163,442     77,942
   Sales, general and administrative    59,755     50,051    116,636     95,542
   Stock-based and other noncash
     compensation                        8,250      7,937     16,071     15,801
   Depreciation and amortization        24,020     10,087     43,149     17,483
                                    ----------- ---------- ---------- ----------
          Total costs and expenses     178,419    111,713    339,298    206,768
                                    ----------- ---------- ---------- ----------

    Loss from operations              (146,155)  (107,752)  (283,970)  (201,284)

 Interest and other income               7,236      4,193     14,313      9,373
 Interest expense                      (25,202)   (19,913)   (50,217)   (39,675)
                                    ----------- ---------- ---------- ----------

    Net loss                          (164,121)  (123,472)  (319,874)  (231,586)
 Accrued preferred stock
    dividends and amortization of
    issuance costs                     (10,335)         -    (20,619)         -
                                    ----------- ---------- ---------- ----------

 Net loss applicable to common
    stockholders                    $ (174,456)$ (123,472)$ (340,493)$ (231,586)
                                    =========== ========== ========== ==========

 Basic and diluted net loss per
    common share                    $    (2.94)$    (2.34)$    (5.95)$    (4.39)
                                    =========== ========== ========== ==========

 Weighted average common shares
    outstanding                         59,362     52,828     57,199      52,752
                                    =========== ========== ========== ==========
</TABLE>
            See notes to condensed consolidated financial statements
 <PAGE>
                                 TELIGENT, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited, in thousands)
<TABLE>
<CAPTION>
                                                             Six months ended
                                                                  June 30,
                                                          ----------------------
                                                             2000        1999
                                                          ----------  ----------
         <S>                                                  <C>         <C>
 Cash flows from operating activities:
 Net loss                                                 $(319,874)  $(231,586)
 Adjustments to reconcile net loss to net
     cash used in operating activities:
        Depreciation and amortization                        43,149      17,483
        Accretion of senior discount notes
         and other amortization                              19,660      17,921
        Stock-based and other noncash compensation           16,071      15,801
        Other                                                  (128)        978
        Changes in current assets and current
         liabilities, net of acquisitions:
           Accounts receivable                               (7,217)     (2,664)
           Prepaid expenses and other current assets         (8,058)     (5,356)
           Accounts payable                                   4,477        (920)
           Accrued trade liabilities                          1,598       7,329
           Accrued expenses                                  (4,460)     (2,398)
                                                          -----------  ---------
              Net cash used in operating activities        (254,782)   (183,412)
                                                          -----------  ---------
 Cash flows from investing activities:

     Purchase of property and equipment                    (194,992)    (61,257)
     Purchase of short-term investments                     (82,792)    (64,343)
     Sales of short-term investments                         69,334       3,343
     Advances to international joint ventures                (8,218)          -
     Cash paid for acquisitions, net of cash acquired        (3,849)          -
     Restricted cash and investments                         (2,306)     11,052
     Other investing activities                                 824            -
                                                          -----------  ---------
              Net cash used in investing activities        (221,999)   (111,205)
                                                          -----------  ---------
 Cash flows from financing activities:

     Proceeds from common stock offering                    190,487           -
     Proceeds from exercise of stock options                  6,471       3,987
     Debt financing costs                                       (40)       (529)
     Proceeds from long-term debt                                 -     200,000
                                                          -----------  ---------

              Net cash provided by financing activities     196,918     203,458
                                                          -----------  ---------
 Net decrease in cash and equivalents                      (279,863)    (91,159)

 Cash and cash equivalents, beginning of period             440,293     416,247
                                                          ------------ ---------
 Cash and cash equivalents, end of period                 $ 160,430   $ 325,088
                                                          ============ =========
 SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                               $  50,311   $  31,183
                                                          ============ =========
     Accrued preferred stock dividends and
        amortization of issuance costs                    $  20,619   $       -
                                                          ============ =========
</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  services.  The Company's  SmartWave(TM)  local  networks  integrate
advanced  fixed  wireless   technologies  with  traditional  broadband  wireline
technology.  As of June 30, 2000, the Company has initiated  commercial  service
using its SmartWave(TM) networks in 41 markets across the United States.

         The Company has  established  international  joint  ventures with local
partners in foreign countries. These joint ventures have acquired fixed wireless
spectrum  licenses  and are in the process of building  and  operating  wireless
connection facilities in foreign 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 six months
ended June 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.

         Other Comprehensive Income

         For the  three  and six  months  ended  June  30,  2000 and  1999,  the
Company's comprehensive loss approximates its net loss.

         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.       Supplemental Disclosure of Cash Flow Information

         Investing Activities

         During  the six  months  ended  June 30,  2000 and  1999,  the  Company
incurred capital expenditures of $175.2 million and $91.5 million, respectively,
of which $30.2 million and $30.3 million,  respectively, was accrued and unpaid,
and is not reflected in the accompanying  condensed  consolidated  statements of
cash flows.  During the six months ended June 30,  2000,  the Company paid $50.0
million to one vendor for capital  expenditures  that had been  accrued in prior
periods.

4.       Convertible Redeemable Preferred Stock

         The Company has authorized  10,000,000  shares of preferred  stock,  of
which  519,228  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 June 30, 2000 and December 31, 1999, respectively.

         The Series A Preferred Stock is convertible  into the Company's Class A
common stock, par value $.01 per share ("Class A Common Stock"),  by the holders
at any time, but may be called by the Company after five years unless  converted
to Class A Common Stock. Outstanding shares of Series A Preferred Stock, if any,
must be redeemed in 2014 at a redemption  price payable in cash equal to 100% of
the then effective liquidation preference plus accrued and unpaid dividends.

5.       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
June  30,  2000 and  December  31,  1999,  for each  class  of  common  stock is
summarized below:

                             June 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     38,754,201      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


         In January 2000, as a result of Liberty Media Corporation's acquisition
of The Associated Group, Inc., all of the outstanding shares of Class B Series 1
common stock owned by The Associated  Group, Inc. were converted into 21,436,689
shares of Class A Common Stock.
<PAGE>
                                 TELIGENT, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

         On May 25, 2000 the Company's shareholders approved an amendment to the
Company's certificate of incorporation increasing the total number of authorized
shares of Class A Common Stock to 500,000,000, eliminating the Series B-1 common
stock and increasing the number of authorized  shares of Series B-2 common stock
to 50,000,000  and Series B-3 common stock to  20,000,000.  As of June 30, 2000,
the Company  filed an amendment to the  certificate  of  incorporation  with the
Secretary  of State of the  State  of  Delaware  as  approved  by the  Company's
shareholders, reflecting the amendments.

         In April  2000,  the  Company  completed  an  underwritten  offering of
4,000,000 shares of Class A Common Stock at a price of $50 per share, from which
the Company raised approximately $190.5 million of net proceeds, after deducting
approximately  $9.5  million  of  offering  expenses.  In  addition,  one of the
Company's stockholders sold 1,000,000 shares of Class A Common Stock, at a price
of $50 per share, of which the Company received no proceeds.

6.       Other Transactions

         During  the six months  ended June 30,  2000,  the  Company  acquired a
network equipment  integrator and two telephone  interconnect  sales and service
businesses (the "2000  Transactions").  The combined  purchase price of the 2000
Transactions consisted of 663,343 shares of Class A Common Stock valued at $21.8
million at the time of issuance,  and cash payments  totaling  $5.0 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 up to $1 million of additional cash payments and issue additional shares of
Class A Common Stock totaling up to $10.0 million.  The 2000  Transactions  were
accounted  for as  purchases  with the  majority of the  purchase  prices  being
assigned to acquired intangibles.

         On May 9, 2000, the Company announced a comprehensive  network services
agreement (the "Network Services  Agreement") with Level 3 Communications,  Inc.
("Level 3"). Under the Network  Services  Agreement,  the Company will use Level
3's domestic fiber  infrastructure  to connect the Company's markets and also to
enhance the reach of the Company's local broadband networks within its markets.

7.       Subsequent Event

       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").  The ICG  Transaction  was approved by  shareholders at the
annual meeting held on May 25, 2000.  The value of Teligent's  investment in ICG
as of the closing date was $62.0 million.

       On August 1, 2000,  the Company made an  additional  $350 million draw on
its existing credit  facilities.  The  outstanding  loan balance is $550 million
inclusive of this drawdown.
<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. 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 are currently offering commercial service
using our  SmartWave(TM)  local  networks in 42 market areas that  comprise more
than 591 cities and towns with a combined  population  of more than 102  million
people.  We have  also  established  international  joint  ventures  with  local
partners in foreign  countries.  Certain  joint  ventures  have  acquired  fixed
wireless  spectrum  licenses  and are in the process of building  and  operating
wireless connection facilities in foreign countries.

         Our 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.  After we initiate service in most of our market areas, 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 Six Months Ended June 30, 2000 Compared to Three and Six Months Ended
June 30, 1999

           Teligent's  revenues  increased by $28.3 million to $32.3 million for
the three  months  ended June 30, 2000 from $4.0  million for the  corresponding
period from 1999 and  increased  by $49.8  million to $55.3  million for the six
months ended June 30, 2000 from $5.5 million for the  corresponding  period from
1999. These increases are due to revenue attributable to acquisitions, growth in
our customer base and continued expansion into new markets. As of June 30, 2000,
Teligent served approximately 26,000 customers,  compared to approximately 4,000
customers at June 30, 1999. Our revenues are comprised of the following (amounts
in thousands):
<TABLE>
<CAPTION>
                            Three Months Ended             Six Months Ended
                            ------------------             ----------------
                      June 30, 2000  June 30, 1999  June 30, 2000  June 30, 1999
                      -------------  -------------  -------------  -------------
    <S>                      <C>          <C>           <C>                <C>
Local                      $ 7,140        $   604        $12,125         $  784
Long distance               16,527          2,730         29,753          3,766
Data and Integration         8,597            627         13,450            934
                      -------------  -------------  -------------  -------------
Total revenue              $32,264        $ 3,961        $55,328         $5,484
                      =============  =============  =============  =============
</TABLE>
<PAGE>
o             Local service revenues increased by $6.5 million and $11.3 million
              for  the  three  and  six  month  periods  ended  June  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,  revenue  attributable  to
              acquisitions  and  continued  expansion  into new markets.

o             Long  distance  service  revenues  increased by $13.8  million and
              $26.0  million for the three and six month  periods ended June 30,
              2000,  respectively,  compared to the  corresponding  periods from
              1999.  These  increases  are a result of revenue  attributable  to
              acquisitions,  internal  growth in our customer base and continued
              expansion into new markets.

o             Data and integration  service  revenues  increased by $8.0 million
              and $12.5  million for the three and six month  periods ended June
              30, 2000, respectively, compared to the corresponding periods from
              1999.  This growth is  attributable  to  acquisitions of companies
              that provide  data and  integration  services and internal  growth
              during 2000.

         Cost of services,  consisting primarily of telecommunications expenses,
site  acquisition and rent expenses and personnel  costs,  totaled $86.4 million
and  $163.4  million  for  the  three  and  six  months  ended  June  30,  2000,
respectively,  compared to $43.6 million and $77.9 million for the corresponding
periods in 1999.  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 to which we  initiated  service  during these
periods.  We expect  that our cost of  services  will  continue  to  increase in
accordance with our growth strategy.

         Sales,  general and administrative  expenses,  consisting  primarily of
personnel-related costs, were $59.8 million and $116.6 million for the three and
six months  ended June 30,  2000,  respectively,  compared to $50.1  million and
$95.5  million  for the  corresponding  period  in  1999.  These  increases  are
primarily  attributable to the hiring of additional  employees in support of our
anticipated future growth. Additionally, we experienced increases in office rent
related to our continued expansion into new markets.

         Stock-based and other noncash compensation expense was $8.3 million and
$16.1  million for the three and six months ended June 30,  2000,  respectively,
compared to $7.9  million and $15.8  million  for the  corresponding  periods in
1999.  These expenses relate to compensation  earned by employees and executives
that are recognized over specified vesting periods.

         Depreciation  and  amortization  expense  was $24.0  million  and $43.1
million for the three and six months ended June 30, 2000, respectively, compared
to $10.1 million and $17.5 million for 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 and data centers.
<PAGE>
         Interest and other  income was $7.2  million and $14.3  million for the
three and six months ended June 30, 2000, respectively, compared to $4.2 million
and $9.4 million for 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 common stock offering. Additionally, we received $1.3 million
from a copyright  infringement  settlement that was completed  during the second
quarter of 2000.

         Interest  expense was $25.2 million and $50.2 million for the three and
six months  ended June 30,  2000,  respectively,  compared to $19.9  million and
$39.7 million for the  corresponding  period in 1999. These increases are due to
higher long-term debt balances resulting from borrowings made against Teligent's
existing credit  facilities  during 1999 and the amortization of credit facility
fees and  interest  incurred  on the 11 1/2%  Series B  Discount  Notes due 2008
issued in February 1998.

Liquidity and Capital Resources

Historical Cash Flows

         At June 30, 2000, we had working capital of $86.9 million that includes
unrestricted  cash and cash  equivalents of $160.4 million,  compared to working
capital of $342.7 million that includes  unrestricted  cash and cash equivalents
of $440.3  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  the  credit  facilities  will  provide
sufficient  funds to carry out our current  business  plan into early 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  decreased from $1,131.8  million at December 31, 1999
to $1,060.2 million at June 30, 2000, as lower cash and cash equivalent balances
were partially offset by higher short-term investment and property and equipment
balances and advances to  international  joint  ventures,  including  funding of
performance bonds and other costs of the joint ventures. Property and equipment,
net of accumulated depreciation, was $543.3 million at June 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 $254.8  million for the six months ended
June 30,  2000,  consisting  primarily  of the  operating  loss for the  period,
partially offset by depreciation, amortization and stock-based and other noncash
compensation.  For the same period in 1999, we used cash in operations of $183.4
million,  due primarily to the operating loss for the period partially offset by
stock-based and other noncash compensation, depreciation, amortization and other
charges.
<PAGE>
         We used  $222.0  million of cash in  investing  activities  for the six
months  ended June 30,  2000,  primarily  relating to the  purchase of property,
equipment  and  short-term  investments  and  advances  to  international  joint
ventures.  For the same period in 1999, we used $111.2 million primarily for the
purchase of property and equipment and short-term investments.

         Cash flows  provided by financing  activities  for the six months ended
June 30, 2000 were $196.9  million,  consisting  primarily of proceeds  from the
common  stock  offering  held in April 2000 and the  exercise of employee  stock
options.  For the same period in 1999, cash flows from financing activities were
$203.5 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

           We have certain exposure to financial market risks, including changes
in interest rates and other relevant market prices. Specifically, an increase or
decrease in interest  rates would affect  interest  costs relating to our credit
facilities. At June 30, 2000, we had an outstanding loan balance of $200 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  25% of our  outstanding  long-term  debt.
During  August  2000,  we made an  additional  $350  million  draw on our credit
facilities, resulting in a $550 million outstanding loan balance.

           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 may do so in
the future.
<PAGE>
PART II    OTHER INFORMATION

Item 2.    Changes in Securities and Use of Proceeds

         During the second  quarter,  the Company issued an aggregate of 663,343
shares  of  Class A Common  Stock in  connection  with  the  acquisition  of two
telephone interconnect sales and service businesses.  Such shares were issued to
various individuals in exchange for the outstanding capital shares of the target
companies.  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 Act, under Section 4(2) of the act. These sales were 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.

Item 4.    Submission of Matters to a Vote of Security Holders

           The Company held its Annual Meeting of  Shareholders on May 25, 2000.
Following  are  descriptions  of the  matters  voted on and the  results of such
meeting:

                                                 Number of Shares
                                                 ----------------
Matters Voted On                               For          Withheld
                                               ---          --------
1.   Election of Directors:

     Alex J. Mandl                          63,298,445       63,976
     David J. Berkman                       63,298,445       63,976
     Gary Howard                            63,291,445       70,976
     Neera Singh                            63,298,445       63,976
     Carl Vogel                             63,298,445       63,976

                                                                          Broker
                                        For       Against    Abstain    Non-Vote
                                        ---       -------    -------    --------
2.   Approval of an amendment
     to the 1997 Stock  Incentive
     Plan to increase the
     number of shares of Class A
     Common Stock reserved for
     issuance thereunder
     by 5,000,000 shares.             56,448,418  2,993,862   26,093   3,894,048

3.   Approval of an  amendment to
     increase  the number of
     authorized  shares of
     Class A Common Stock from
     200,000,000 to 500,000,000.      61,650,046  1,689,183   23,192           -
<PAGE>
4.   Approval of an amendment to
     eliminate the Class B-Series 1
     Common Stock and to increase the
     number of authorized shares of
     Class B-Series 2 Common Stock
     from 25,000,000 to 50,000,000
     and Class B-Series 3 Common
     Stock from 10,000,000 to
     20,000,000.                       61,752,057  1,558,263  52,101           -

5.   Approval of the sale by a
     subsidiary of 1,000,000  shares
     of Class A Common Stock to a
     subsidiary of ICG Communications,
     Inc. in exchange for 2,996,076
     shares of ICG Communications,
     Inc. common stock.                37,717,675    293,879  20,130   3,894,048

6.   Proposal to ratify the appointment
     of Ernst and Young LLP as the
     Company'sindependent auditors for
     the year ended December 31, 2000. 63,311,984     30,059  20,378           -


Item 6.    Exhibits and Reports on Form 8-K

          (a)     Exhibits

                  (3.1)    Certificate of Incorporation of Registrant, as
                           amended and currently in effect
                  (10.1)   Promissory Note, dated May 5, 2000 by Hamid Akhavan
                           to Teligent Services, Inc.
                  (27)     Teligent, Inc. Financial Data Schedule
                  (99.1)   Teligent, Inc. Press Release dated August 8, 2000

          (b)     Reports on Form 8-K

                                          Item
                  Date of Report        Reported      Financial Statements Filed
                  --------------        --------      --------------------------
                  April 7, 2000         Item 7 -                None
                                  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:  August 11, 2000                    By: /s/ CINDY L. TALLENT
                                             -----------------------------------
                                               Cindy L. Tallent
                                               Acting Chief Financial Officer
                                               and Treasurer, Senior Vice
                                               President and Controller
                                              (Principal Accounting Officer)
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.       Description of Exhibit

3.1               Certificate of Incorporation of Registrant, as amended and
                  currently in effect

10.1              Promissory Note, dated May 5, 2000 by Hamid Akhavan to
                  Teligent Services, Inc.

27                Financial Data Schedule for the six months ended June 30,
                  2000.

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