ICG HOLDINGS CANADA INC
8-K, 1998-04-24
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              ____________________

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported)  April 20, 1998
                                                         --------------


                               ICG COMMUNICATIONS, INC.
     ---------------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

            Delaware                 1-11965               84-1342022
     ---------------------------------------------------------------------
          (State of                (Commission           (IRS Employer
          Incorporation)           File Number)        Identification No.)

               161 Inverness Drive West, Englewood, Colorado 80112
     ---------------------------------------------------------------------
                     (Address of principal executive offices)

                           ICG HOLDINGS (CANADA), INC.
     ---------------------------------------------------------------------
                (Exact name of registrant as specified in charter)

          Canada                     1-11052            Not Applicable
     ---------------------------------------------------------------------
          (State of                (Commission          (IRS Employer
          Incorporation)           File Number)       Identification No.)

       1710-1177 West Hastings Street, Vancouver, British Columbia V6E 2L3
     ---------------------------------------------------------------------
                     (Address of principal executive offices)

                                ICG HOLDINGS, INC.
     ---------------------------------------------------------------------
                (Exact name of registrant as specified in charter)

        Colorado                  33-96540                 84-1158866
     ---------------------------------------------------------------------
     (State of                   (Commission            (IRS Employer
     Incorporation)              File Number)         Identification No.)

             161 Inverness Drive West, Englewood, Colorado 80112
     ---------------------------------------------------------------------
                    (Address of principal executive offices)

     Registrants' telephone numbers, including area codes  (800) 414-5000
                                                           ---------------

                                        N/A    
                                     ---------
          (Former name or former address, if changed since last report.)


     <PAGE>


          ITEM 5.   OTHER EVENTS.
                    ------------

                    In a press release dated April 20, 1998, ICG

          Communications, Inc., a Delaware corporation, announced that its

          wholly owned subsidiary, ICG Services, Inc., is offering $200

          million of Senior Discount Notes.



          ITEM 7.   EXHIBITS.
                    --------

                    (c)  Exhibits
                         --------

                         99.1 Press Release, dated April 20, 1998.




          <PAGE>

                                      SIGNATURES


                    Pursuant to the requirements of the Securities Exchange

          Act of 1934, the Registrants have duly caused this report to be

          signed on their behalf by the undersigned hereunto duly

          authorized.



          Dated: April 22, 1998         ICG COMMUNICATIONS, INC.


                                        By: /s/ James D. Grenfell
                                           -------------------------------
                                           James D. Grenfell
                                           Executive Vice President and
                                             Chief Financial Officer 


                                        ICG HOLDINGS (CANADA), INC.


                                        By: /s/ James D. Grenfell
                                           ------------------------------- 
                                           James D. Grenfell
                                           Executive Vice President and
                                             Chief Financial Officer 


                                        ICG HOLDINGS, INC.


                                        By: /s/ James D. Grenfell
                                           -------------------------------
                                           James D. Grenfell
                                           Executive Vice President and
                                             Chief Financial Officer


     <PAGE>

                                EXHIBIT INDEX


          Exhibit          Description
          -------          -----------

            99.1           Press Release, dated April 20, 1998.





                                                           EXHIBIT 99.1



          ICG COMMUNICATIONS, INC.
          161 Inverness Drive West
          Englewood, CO  80112


                                     NEWS RELEASE
                        Contacts:  Scott Chase (303) 414-5353
                              Steve Smith (303) 414-5350


         ICG Communications, Inc. Announces $200 Million Offering of Senior
                         Discount Notes by ICG Services, Inc.


          ENGLEWOOD,  Colo., Apr.  20 --  ICG Communications,  Inc. ("ICG")
          (Nasdaq:  ICGX), today announced  that ICG Services,  Inc., a new
          wholly  owned  subsidiary of  ICG,  is offering  $200  million of
          Senior Discount Notes.

          The Senior Discount Notes are ten-year notes maturing in 2008 and
          will  pay no  interest in  cash for  the first  five years.   The
          proceeds from the offering will be used by ICG Services, Inc., in
          order to  acquire telecommunications  and  related equipment  and
          services for the purpose  of lease or sale to  other subsidiaries
          of ICG.

          The Senior Discount Notes being offered will not be, and have not
          been, registered  under the Securities  Act of 1933,  as amended,
          and  may not  be  offered or  sold in  the  United States  absent
          registration  or   an  applicable  exemption   from  registration
          requirements.

          ICG Communications, Inc., headquartered in Englewood, Colo., is a
          leading Integrated Communications Provider ("ICP") offering high-
          quality telecommunications services.  ICG has extensive  switched
          fiber-optic networks and offers local, long distance and enhanced
          telephony  and data  services in  California, Colorado,  Ohio and
          parts of the  southeastern United  States.   ICG Services,  Inc.,
          through  its subsidiary  NETCOM  On-Line Communication  Services,
          Inc.  ("NETCOM"),  provides  Internet   communication  solutions,
          connectivity and Web site hosting to individuals and to small and
          medium-sized businesses.   Through another  of its  subsidiaries,
          ICG   Equipment,  Inc.,   ICG   Services,   Inc.  also   acquires
          telecommunications  equipment, software and capacity for lease or
          sale to other subsidiaries of ICG.




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