UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~ ~~event~~the ~~reported):~~Securities ~~September 15,~~Exchange ~~2004~~Act of 1934

~~ICG~~Date ~~COMMUNICATIONS~~of Report (Date of earliest event reported): October 15, ~~INC.~~2004

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

~~Delaware~~ (~~State~~Exact orname ~~other~~of ~~jurisdiction~~registrant ofas ~~incorporation~~specified in its charter)

000-1-11965 (Commission File Number)		84-1342022 (IRS Employer Identification No.)
161 Inverness Drive West, Englewood, Colorado (Address of principal executive offices)		80112 (Zip Code)

Delaware
(State or other jurisdiction of incorporation)

Registrant’s telephone number, including area code: (888) 424-1144 or (303) 414-5000


000-1-11965		84-1342022
(Commission File Number)		(IRS Employer Identification No.)
161 Inverness Drive West, Englewood, Colorado		80112
(Address of principal executive offices)		(Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box below~~including ifarea ~~the~~code: ~~Form 8~~(888) 424-K1144 ~~filing~~or ~~is intended to simultaneously satisfy~~(303) 414-5000 ~~the filing obligation of the registrant under any of the following~~ ~~provisions:~~

oCheck ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) o Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ofiling ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to simultaneously ~~Rule~~satisfy ~~14d-2(b) under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ounder ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the following ~~Exchange Act (17 CFR 240.13e-4(c))~~provisions:

~~Item~~o ~~8.01.~~Written ~~Other~~communications ~~Events~~pursuant ~~and~~to ~~Regulation~~Rule 425 FDunder ~~Disclosure~~the Securities Act (17 CFR 230.425)

Ono ~~September 15,~~Soliciting ~~2004,~~material ~~ICG~~pursuant ~~Communications,~~to ~~Inc.~~Rule 14a-12 ~~issued~~under athe ~~press~~Exchange ~~release,~~Act a(17 ~~copy of~~CFR ~~which is attached hereto as Exhibit 99~~240.~~1 and incorporated herein by~~14a-12) ~~reference.~~

~~Item~~o ~~9.01.~~Pre-commencement ~~Financial~~communications ~~Statements,~~pursuant ~~Pro~~to ~~Forma~~Rule 14d-2(b) ~~Financial~~under ~~Information~~the ~~and~~Exchange ~~Exhibits~~Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(ac) ~~Not~~ ~~applicable~~under the Exchange Act (17 CFR 240.13e-4(c))

~~(b) Not~~TABLE ~~applicable~~ OF CONTENTS


	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

99.1Table Pressof Release dated September 15, 2004Contents

~~SIGNATURES~~ Item 8.01. Other Events.

~~Pursuant~~At to the ~~requirements~~special meeting of stockholders of ICG Communications, Inc. (the “Company”) ~~Securities~~held ~~Act~~on ofOctober 15, ~~1934~~2004, holders of approximately 61% of the outstanding ~~Registrant~~shares ~~has~~of the Company’s common stock approved and adopted the ~~duly~~Agreement ~~caused~~and ~~this~~Plan ~~report~~of toMerger, bedated ~~signed~~as onof ~~its~~July 19, ~~behalf~~2004, by and among MCCC ICG Holdings LLC, MCCC Merger Corp. and the ~~undersigned~~Company, ~~hereunto~~which provides for the merger ~~duly~~of ~~authorized~~MCCC Merger Corp. with and into the Company.

Date: September 22, 2004	/s/ Richard E. Fish, Jr.
	Richard E. Fish, Jr.
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~EXHIBIT~~Item ~~INDEX~~ 9.01. Financial Statements and Exhibits.

(a) Not applicable (b) Not applicable (c) Exhibits. 99.1 Press Release dated ~~September~~October 15, 2004

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: October 15, 2004	/s/ Richard E. Fish, Jr.
	Richard E. Fish, Jr.
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

99.1 Press Release dated October 15, 2004

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

99.1Table Pressof Release dated September 15, 2004Contents

Table of Contents

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