RHYTHMS NET CONNECTIONS INC
10-Q/A, 1999-10-08
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                 --------------


                                   FORM 10-Q/A



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


                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999






                        Commission File Number 333-59393


                           RHYTHMS NetConnections INC.


State of Incorporation:  Delaware              I.R.S. Employer ID #:  33-0747515


Address:    6933 South Revere Parkway               Telephone #:  (303) 476-4200
            Englewood, Colorado  80112-3931








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
                                                -----     -----

As of August 10, a total of 72,244,406 shares of the Registrant's common stock,
$0.001 par value, were issued and outstanding.

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                           RHYTHMS NETCONNECTIONS INC.
                                    SIGNATURE


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.



/s/ Scott C. Chandler
- ----------------------------------------------------
Scott C. Chandler
Chief Financial Officer and Executive Vice President
(Principal Financial and Accounting Officer)

October 8, 1999


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