UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

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

                  For the quarterly period ended March 31, 1998

                                       OR


                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       (Commission File Number 333-40495)

                                ICG FUNDING, LLC
             (Exact name of registrant as specified in its charter)

                                    Delaware
                  (State or other jurisdiction of organization)

                                   84-1434980
                      (I.R.S. Employer Identification No.)

                            161 Inverness Drive West
                            Englewood, Colorado 80112
                        (888) 424-1144 or (303) 414-5000
            (Address of principal executive offices and registrant's
                    telephone numbers, including area codes)


     ICG Funding, LLC has no securities registered pursuant to Sections 12(b) or
12(g) of the Act.
                                            
     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 No |X|

     All of the issued and outstanding common securities of ICG Funding, LLC are
owned by ICG Communications, Inc.



<PAGE>
                                       2


                                TABLE OF CONTENTS




PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
     ITEM 1.  FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . .    3
              Balance Sheets as of December 31, 1997 and March 31, 1998 
                (unaudited) . . . . . . . . . . . . . . . . . . . . . .    3
              Statement of Operations (unaudited) for the Three Months 
                Ended March 31, 1998. . . . . . . . . . . . . . . . . .    4
              Statement of Member's (Deficit) Equity (unaudited) for the 
                Three Months Ended March 31, 1998 . . . . . . . . . . .    5
              Statement of Cash Flows (unaudited) for the Three Months 
                Ended March 31, 1998  . . . . . . . . . . . . . . . . .    6
              Notes to Financial Statements, December 31, 1997 and March 
                31, 1998 (unaudited)  . . . . . . . . . . . . . . . . .    7
      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
              CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . .    9


PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
     ITEM 1.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . .   13
     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS . . . . . . . .   13
     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . .   13
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . .   13
     ITEM 5.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . .   13
     ITEM 6.  EXHIBIT AND REPORTS ON FORM 8-K . . . . . . . . . . . . .   13
              Exhibit . . . . . . . . . . . . . . . . . . . . . . . . .   13
              Reports on Form 8-K   . . . . . . . . . . . . . . . . . .   13
  
<PAGE>
                                       3


                                ICG FUNDING, LLC

                                 Balance Sheets
                December 31, 1997 and March 31, 1998 (unaudited)
<TABLE>
<CAPTION>

                                                                                        December 31,          March 31,
                                                                                            1997                 1998
                                                                                     --------------------  -----------------
                                                                                                 (in thousands)
<S>                                                                                      <C>                     <C>
Assets

Current assets:
   Short-term investments available for sale                                             $   108,310                   -
   Dividends receivable                                                                            -                 837
   Restricted cash                                                                             8,693               8,693
                                                                                     --------------------  -----------------

       Total current assets                                                                  117,003               9,530
                                                                                     --------------------  -----------------

Investment in ICG Preferred Stock                                                                  -             112,413
Restricted cash                                                                               15,956              14,062
                                                                                     --------------------  -----------------

       Total assets                                                                       $  132,959             136,005
                                                                                     ====================  =================

Liabilities and Member's (Deficit) Equity

Current liability - dividends payable                                                    $      1,116              1,116

Due to ICG                                                                                      4,699              4,699
                                                                                      -------------------  -----------------

       Total liabilities                                                                        5,815              5,815
                                                                                      -------------------  -----------------

Redeemable preferred securities ($133.4 million liquidation 
    value at December 31, 1997 and March 31, 1998)                                            127,655            127,750

Member's (deficit) equity:
    Additional paid-in capital (note 3)                                                             -              3,385
    Accumulated deficit                                                                          (511)              (945)
                                                                                      -------------------  -----------------
       Total member's (deficit) equity                                                           (511)             2,440
                                                                                      -------------------  -----------------

Commitments and contingencies

       Total liabilities and member's (deficit) equity                                     $  132,959            136,005
                                                                                      ===================  =================
</TABLE>

                 See accompanying notes to financial statements.

<PAGE>
                                       4


                                ICG FUNDING, LLC

                       Statement of Operations (unaudited)
                        Three Months Ended March 31, 1998

                                                            Three Months
                                                               Ended
                                                           March 31, 1998
                                                        ---------------------
                                                           (in thousands)

Interest income, net                                     $          1,056
Dividend income                                                       837
                                                        ---------------------

      Net income                                         $          1,893
                                                        ---------------------

Preferred dividends on redeemable preferred 
   securities, including accretion of offering costs               (2,327)
                                                        ---------------------

      Net loss available to common member                $           (434)
                                                        =====================

                 See accompanying notes to financial statements.

<PAGE>
                                       5



                                ICG FUNDING, LLC

               Statement of Member's (Deficit) Equity (unaudited)
                        Three Months Ended March 31, 1998


<TABLE>
<CAPTION>

                                                                                                                        Total 
                                                                                                                       member's
                                                                         Additional            Accumulated            (deficit)
                                                                       paid-in capital           deficit                equity
                                                                      ------------------   --------------------   ------------------
                                                                                             (in thousands)

<S>                                                                   <C>                           <C>                 <C>  
Balance at December 31, 1997                                          $            -                  (511)               (511)
  Contribution of ICG Common Stock (note 3)                                    3,385                     -               3,385
  Net income                                                                       -                 1,893               1,893
  Preferred dividends on redeemable preferred securities, 
    including accretion of offering costs                                          -                (2,327)             (2,327)
                                                                      ------------------   --------------------   ------------------

Balances at March 31, 1998                                               $     3,385                  (945)              2,440
                                                                      ==================   ====================   ==================
</TABLE>

                 See accompanying notes to financial statements.

<PAGE>
                                       6


                                ICG FUNDING, LLC

                       Statement of Cash Flows (unaudited)
                        Three Months Ended March 31, 1998


                                                          Three Months Ended
                                                               March 31,
                                                                 1998
                                                          ---------------------
                                                              (in thousands)

Cash flows from operating activities:
  Net income                                             $         1,893
  Adjustment to reconcile net income to net cash 
    provided by operating activities:
     Non-cash preferred dividends earned on 
       ICG Preferred Stock                                          (837)
                                                          ---------------------

        Net cash provided by operating activities                  1,056
                                                          ---------------------

Cash flows from investing activities:
  Sale of short-term investments                                 108,310
  Purchase of ICG Preferred Stock                               (112,413)
  Decrease in restricted cash                                      1,894
                                                          ---------------------

        Net cash used by investing activities                     (2,209)
                                                          ---------------------

Cash flows from financing activities:
  Proceeds from sale of ICG Common Stock                           3,385
  Payment of preferred dividends on redeemable 
    preferred securities                                          (2,232)
                                                          ---------------------

       Net cash provided by financing activities                   1,153
                                                          ---------------------

Cash and cash equivalents at December 31, 1997 
  and March 31, 1998                                      $            -
                                                          =====================

                 See accompanying notes to financial statements.



<PAGE>
                                       7


                                ICG FUNDING, LLC

                          Notes to Financial Statements
                December 31, 1997 and March 31, 1998 (unaudited)


(1)  Organization and Nature of Business

     ICG Funding, LLC, a Delaware limited liability company (the "Company"), was
     formed on September 17, 1997 as a special purpose limited liability company
     existing for the  exclusive  purposes of: (i) issuing  common and preferred
     interests  in the  Company;  (ii) using at least 85% of the net proceeds of
     such issuances and related  capital  contributions  (the "Net Proceeds") to
     purchase  shares of preferred  stock of ICG  Communications,  Inc.  ("ICG")
     ("ICG Preferred Stock") in a private  placement;  (iii) investing a portion
     of the remaining Net Proceeds in U.S.  Treasury  securities,  to be held in
     escrow  in an  amount  sufficient  to fund the cash  payments  of the first
     thirteen  quarterly  dividends on the Company's  preferred  interests  (the
     "Redeemable  Preferred  Securities");  and (iv)  purchasing  U.S.  Treasury
     securities  pending the purchase of shares of ICG Preferred  Stock.  Unless
     previously  dissolved,  the Company's term will continue until December 31,
     2050.

     ICG is the sole common  member of the Company.  The business and affairs of
     the  Company  are  conducted  by ICG  and  ICG  pays  all of the  Company's
     administrative expenses, which are insignificant.

(2)  Significant Accounting Policies

     (a)  Basis of Presentation

          These  financial  statements  should be read in  conjunction  with the
          Company's  Annual Report on Form 10-K/A for the period from  September
          17, 1997  (inception) to December 31, 1997 as certain  information and
          note disclosures normally included in financial statements prepared in
          accordance  with generally  accepted  accounting  principles have been
          condensed  or omitted  pursuant  to the rules and  regulations  of the
          United  States  Securities  and  Exchange   Commission.   The  interim
          financial statements reflect all adjustments which are, in the opinion
          of  management,   necessary  for  a  fair  presentation  of  financial
          position,  results  of  operations  and  cash  flows as of and for the
          interim period  presented.  Such adjustments are of a normal recurring
          nature.  Operating  results for the three  months ended March 31, 1998
          are not necessarily indicative of the results that may be expected for
          the fiscal year ending December 31, 1998.

     (b)  Net Loss Per Share

          The  Company's one issued and  outstanding  common  limited  liability
          company  security is owned directly by ICG.  Accordingly,  the Company
          does not present  net loss per share in its  financial  statements  as
          such disclosure is not considered to be meaningful.

<PAGE>
                                       8


                                ICG FUNDING, LLC

                    Notes to Financial Statements, Continued


(3)  Contribution  and Sale of ICG Common  Stock and  Purchase of ICG  Preferred
     Stock

     On February 13, 1998, ICG made a  contribution  of 126,750 shares of common
     stock of ICG,  $0.01  par  value  ("ICG  Common  Stock"),  to the  Company.
     Immediately  thereafter,   the  Company  sold  the  contributed  shares  to
     unrelated  third parties for proceeds of  approximately  $3.4 million.  The
     Company  recorded the  contribution  of the ICG Common Stock as  additional
     paid-in capital at the then fair market value and, consequently, no gain or
     loss was recorded by the Company on the subsequent sale of those shares.

     Also on February 13, 1998, the Company used the remaining proceeds from the
     private placement of the Redeemable  Preferred  Securities,  which were not
     restricted for the payment of cash dividends,  along with the proceeds from
     the sale of the  contributed  ICG Common  Stock to  purchase  approximately
     $112.4 million of ICG Communications,  Inc. Preferred Stock ("ICG Preferred
     Stock")  which pays  dividends  each  February  15,  May 15,  August 15 and
     November 15 in additional  shares of ICG Preferred  Stock through  November
     15, 2000.  Subsequent to November 15, 2000,  dividends on the ICG Preferred
     Stock are payable in cash or shares of ICG Common  Stock,  at the option of
     ICG. The ICG Preferred Stock is exchangeable, at the option of the Company,
     at any time prior to November  15, 2009 into shares of ICG Common  Stock at
     an exchange  rate based on the exchange  rate of the  Redeemable  Preferred
     Securities.  The ICG Preferred Stock is subject to mandatory  redemption on
     November 15, 2009.




<PAGE>
                                       9


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following discussion includes certain forward-looking  statements which
are  affected  by  important  factors  including,  but not  limited  to,  market
conditions affecting the price of ICG Common Stock, redemption of the Redeemable
Preferred  Securities by ICG,  exchange into ICG Common Stock by the  Redeemable
Preferred  Securityholders,  the  declaration  and  payment of  preferred  stock
dividends to the Company by ICG and the ability of ICG to pay the administrative
expenses of the Company,  that could cause actual  results to differ  materially
from the  forward-looking  statements.  The results for the three  months  ended
March  31,  1998  have  been  derived  from the  Company's  unaudited  financial
statements included elsewhere herein.

Company Overview and Description of Significant Transactions

     The Company was formed on September 17, 1997 as a special  purpose  limited
liability company existing for the exclusive purposes of: (i) issuing common and
preferred interests in the Company;  (ii) using at least 85% of the Net Proceeds
of such  issuances  and related  capital  contributions  to  purchase  shares of
preferred stock of ICG ("ICG  Preferred  Stock") in a private  placement;  (iii)
investing a portion of the remaining Net Proceeds in U.S.  Treasury  securities,
to be held in escrow in an amount  sufficient  to fund the cash  payments of the
first  thirteen  quarterly  dividends  on  the  Company's  Redeemable  Preferred
Securities; and (iv) purchasing U.S. Treasury securities pending the purchase of
shares of ICG Preferred Stock.

     On  September  24 and  October 3, 1997,  the  Company  completed  a private
placement of 6 3/4% Exchangeable  Limited Liability Company Preferred Securities
Mandatorily  Redeemable 2009 (the "Redeemable  Preferred  Securities") for gross
proceeds of $132.25  million.  Net proceeds  from the private  placement,  after
offering costs of approximately $4.7 million advanced by ICG, were approximately
$127.6 million.  Restricted cash at March 31, 1998 of $22.8 million  consists of
the remaining  proceeds from the private  placement which are designated for the
payment  of  cash  dividends  on the  Redeemable  Preferred  Securities  through
November 15, 2000.

     The  Redeemable  Preferred  Securities  consist of  2,645,000  exchangeable
preferred  securities of the Company that bear a cumulative dividend at the rate
of 6 3/4% per annum. The dividend is paid quarterly in arrears each February 15,
May 15, August 15 and November 15, and commenced November 15, 1997. The dividend
is payable in cash through November 15, 2000 and, thereafter,  in cash or shares
of common stock of ICG, $0.01 par value ("ICG Common  Stock"),  at the option of
the Company. The Redeemable Preferred Securities are exchangeable, at the option
of the holder,  at any time prior to November 15, 2009 into shares of ICG Common
Stock at a rate of 2.0812 shares of ICG Common Stock per preferred security,  or
$24.025 per share, subject to adjustment. The Company may, at its option, redeem
the Redeemable  Preferred  Securities at any time on or after November 18, 2000.
Prior to that time, the Company may redeem the Redeemable  Preferred  Securities
if the current  market  value of ICG Common Stock equals or exceeds the exchange
price,  for at least 20 days of any consecutive  30-day trading period,  by 170%
prior to November 16, 1998; by 160% from November 16, 1998 through  November 15,
1999;  and by 150% from  November  16,  1999  through  November  15,  2000.  The
Redeemable  Preferred Securities are subject to mandatory redemption on November
15, 2009.
<PAGE>
                                       10


     On February  13, 1998,  ICG made a  contribution  of 126,750  shares of ICG
Common  Stock to the  Company.  Immediately  thereafter,  the  Company  sold the
contributed shares to unrelated third parties for proceeds of approximately $3.4
million.  The  Company  recorded  the  contribution  of the ICG Common  Stock as
additional paid-in capital at the then fair market value and,  consequently,  no
gain or loss was recorded by the Company on the subsequent sale of those shares.

     Also, on February 13, 1998,  the Company used the  remaining  proceeds from
the private  placement of the Redeemable  Preferred  Securities,  which were not
restricted for the payment of cash  dividends,  along with the proceeds from the
sale of the  contributed  ICG  Common  Stock to  purchase  approximately  $112.4
million of ICG Preferred  Stock.  The ICG Preferred  Stock pays  dividends  each
February  15, May 15,  August 15 and  November  15 in  additional  shares of ICG
Preferred  Stock  through  November 15, 2000.  Subsequent  to November 15, 2000,
dividends on the ICG Preferred Stock are payable in cash or shares of ICG Common
Stock,  at the option of ICG. The ICG Preferred  Stock is  exchangeable,  at the
option of the Company, at any time prior to November 15, 2009 into shares of ICG
Common Stock at an exchange  rate based on the exchange  rate of the  Redeemable
Preferred Securities. The ICG Preferred Stock is subject to mandatory redemption
on November 15, 2009.

Results of Operations

     The following table presents the components of the Company's net income and
net loss  available  to common  member for the three months ended March 31, 1998
(in thousands).


Statement of Operations Data:
Interest income, net                                        $     1,056
Dividend income                                                     837  
                                                            -------------
  Net income                                                $     1,893
                                                            -------------
Prefered dividends on redeemable preferred 
  securities, including accretion of offering costs              (2,327)
                                                            -------------
    Net loss available to common member                     $      (434)
                                                            =============

Other Data:
Net cash provided by operating activities                   $     1,056
Net cash used by investing activities                            (2,209)
Net cash provided by financing activities                         1,153
   

Three Months Ended March 31, 1998

     Interest  income,  net.  Interest  income,  net of  $1.1  million  consists
primarily  of income  earned on  invested  cash  proceeds  from the  issuance of
Redeemable  Preferred  Securities in September and October 1997. Interest income
will decrease in future periods since the balance of short-term  investments was
used to  purchase  the ICG  Preferred  Stock on  February  13,  1998.  In future
periods,  interest  income will include only interest  earned on restricted cash
invested in U.S. Treasury securities.
<PAGE>
                                       11


     Dividend income. Dividend income of $0.8 million for the three months ended
March 31, 1998 consists of preferred dividends earned on the ICG Preferred Stock
from February 13, 1998 through March 31, 1998.

     Net income.  The  Company's net income for the three months ended March 31,
1998 consists of interest income, net and dividend income, as noted above.

     Preferred dividends on redeemable preferred securities, including accretion
of offering  costs.  Preferred  dividends on  redeemable  preferred  securities,
including  accretion  of offering  costs was $2.3  million for the three  months
ended  March 31,  1998 and  includes  approximately  $2.2  million of  preferred
security  dividends paid and accrued through March 31, 1998 and the accretion of
offering costs from the private placement of the Redeemable Preferred Securities
of approximately $0.1 million.

     Net loss available to common member. Net loss available to common member of
$0.4  million  is a  result  of  preferred  dividends  on  redeemable  preferred
securities, offset by net income, as noted above.

Liquidity and Capital Resources

     The Company's  operations  consist  entirely of effecting the  transactions
required by the terms of the Redeemable Preferred Securities issued in September
and October 1997. To date, the Company's operations have been funded through the
proceeds from the issuance of the Redeemable  Preferred  Securities and the sale
of ICG Common Stock which was contributed to the Company by ICG. As of March 31,
1998,  the Company has assets of  approximately  $136.0 million which consist of
the Company's investment in ICG Preferred Stock of approximately $112.4 million,
restricted  cash invested in U.S.  Treasury  securities of  approximately  $22.8
million  for the  payment of cash  dividends  through  November  15, 2000 on the
Redeemable  Preferred Securities and a receivable for preferred dividends earned
on ICG Preferred Stock of approximately $0.8 million. The Company's  liabilities
at March 31, 1998 include  approximately  $1.1  million in  preferred  dividends
accrued on the Redeemable  Preferred  Securities and approximately  $4.7 million
due to ICG for advances for the offering costs  associated  with the issuance of
the Redeemable Preferred Securities.

     The Company is dependent upon ICG to declare and pay preferred dividends on
the ICG  Preferred  Stock.  ICG is a Delaware  corporation  that  files  annual,
quarterly and current reports with the Securities and Exchange  Commission.  Its
Commission File Number is 1-11965.

Net Cash Provided By Operating Activities

     Net cash provided by operating  activities was  approximately  $1.1 million
for the three months ended March 31, 1998 and consists of interest income earned
on restricted cash balances invested in U.S. Treasury securities.

Net Cash Used By Investing Activities

     Net cash used by investing  activities was  approximately  $2.2 million for
the three  months  ended March 31, 1998 and  consists of the purchase of the ICG
Preferred Stock for  approximately  $112.4 million,  offset by the proceeds from
the sale of U.S.  Treasury  securities of  approximately  $108.3 million and the
decrease in restricted cash of approximately $1.9 million.
<PAGE>
                                       12


Net Cash Provided By Financing Activities

     Financing activities provided approximately $1.2 for the three months ended
March 31, 1998. Net cash provided by financing  activities includes the proceeds
from the sale of the  contributed  ICG Common Stock of $3.4  million,  offset by
payments  of  cash   dividends  on  the  Redeemable   Preferred   Securities  of
approximately  $2.2 million.  The Company  expects cash provided from  financing
activities to decrease as future periods are not anticipated to include proceeds
from the sale of contributed assets.

Cash Commitments

     The Redeemable  Preferred  Securities  require  payments of dividends to be
made in cash and are being paid  currently  through  November 15, 2000. At March
31, 1998, the Company has cash dividend  obligations on the Redeemable Preferred
Securities of  approximately  $6.7 million  remaining in 1998 and  approximately
$8.9 million in each of 1999 and 2000. The Redeemable  Preferred Securities have
a liquidation preference of $50 per security, plus accrued and unpaid dividends,
and are mandatorily redeemable in 2009. The Company's management believes it has
sufficient resources to meet these future cash requirements.

Year 2000 Compliance

     As a wholly owned  subsidiary  of ICG, the Company's  Year 2000  compliance
plan is embedded  within ICG's Year 2000  compliance  plan for its  consolidated
operations.  It is not  practicable  for ICG to  address  the state of Year 2000
readiness,  compliance costs, risks or contingency plans of the Company,  or for
any other legal  entity on a  stand-alone  basis,  as ICG's plan was designed to
resolve  Year  2000  compliance  issues  for all  entities  combined,  the  most
cost-effective  manner.  Moreover, as a result of the Company's and ICG's shared
management and  administrative  personnel and the Company's  dependence upon the
successful  operations  of ICG in  order  that  ICG's  Board of  Directors  will
continue to declare and pay dividends on the ICG Preferred Stock, evaluating the
Company's  plan  for  Year  2000  compliance  on  a  stand-alone  basis  is  not
meaningful.  ICG is a Delaware  corporation  that files  annual,  quarterly  and
current reports with the Securities and Exchange Commission. Its Commission File
Number is 1-11965.


<PAGE>

                                       13





                                     PART II


ITEM 1. LEGAL PROCEEDINGS

        None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES AND USE OF PROCEEDS

        None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Effective January 23, 1998, ICG, Sole Common Member and Manager of the
     Company,  caused the  Company to declare a cash  dividend  in the amount of
     $0.47 per Redeemable  Preferred  Security to holders of record at the close
     of business on February 1, 1998, which was paid on February 13, 1998.

ITEM 5. OTHER INFORMATION

        None.

ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K

     (A)  Exhibit.

          (27) Financial Data Schedule.

               27.1:Financial  Data  Schedule of ICG Funding,  LLC for the Three
                    Months Ended March 31, 1998.

     (B)  Reports on Form 8-K.

          None.

<PAGE>
                                       14



                                INDEX TO EXHIBITS
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



<PAGE>


                                  EXHIBIT 27.1

               Financial Data Schedule of ICG Funding, LLC for the
                       Three Months Ended March 31, 1998.


<PAGE>


                                    SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) 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, on November 9, 1998. 


                                        ICG Funding, LLC

                                        By: ICG Communications, Inc.
                                            Common Member and Manager


                                        By: /s/ Harry R. Herbst
                                            -----------------------------------
                                            Harry R. Herbst
                                            Executive Vice President and Chief
                                            Financial Officer (Principal 
                                            Financial Officer)