As filed with the Securities and Exchange Commission on ~~August~~September 224, 2003

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

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): August 1929, 2003

ALLEGIANCE TELECOM, INC. ~~(Exact Name of Registrant as Specified in Charter)~~

Delaware (State or Other Jurisdiction of Incorporation)	0-24509 (Commission File No.)	75-2721491 (I.R.S. Employer Identification No.)
9201 North Central Expressway Dallas, Texas 75231 214/261-7100 (Address of Principal Executive Offices) (Zip Code) (Registrant's telephone number including area code)
Not applicable (Former Name or Former Address, if Changed Since Last Report)

(Exact Name of Registrant as Specified in Charter)

ITEM 7. EXHIBITS.

Delaware	0-24509	75-2721491
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

9201 North Central Expressway Dallas, Texas 75231 214/261-7100
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number including area code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

~~Exhibit 99~~ITEM 7.~~1 Press Release~~ ~~dated August 19, 2003~~ EXHIBITS.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

(c)	The following exhibit is filed as part of this report:

	Exhibit 99.1	Operating Statement

OnITEM ~~August 19, 2003, Allegiance Telecom, Inc~~9. ~~(the~~REGULATION ~~"Company")~~FD ~~issued a press release discussing its results of operations and financial condition for the fiscal quarter ended June 30, 2003~~DISCLOSURE. ~~The full text of the press release is being furnished as Exhibit 99.1 and is incorporated in its entirety herein by reference.~~

The pressOperating release attached hereto also contained a "non-GAAP financial measure" as defined in Item 10 of Regulation S-K. The Company uses the measure of adjusted earnings before deducting interest, taxes, depreciation and amortization, also commonly referred to as "EBITDA" as a way of measuring its performance. In calculating its EBITDA figure, the Company also excludes the recurring non-cash charges to operations for the management ownership allocation charge, deferred compensation expense, and goodwill impairment charges. For capital intensive businesses like the Company's, with high initial capital investments required prior to fully utilizing network assets with customer traffic, adjusted EBITDA is used by Company management to monitor progress toward profitability from operations until adequate scale is achieved to realize positive operating income. Adjusted EBITDA is not derived pursuant to generally accepted accounting principles, and therefore should not be construed as an alternative to operating income (loss), as an alternative to cash flows from operating activities, or as a measure of liquidity. EBITDA as used in the attached press release may not be comparable to similarly titled measures reported by other companies due to definitional differences. Provided below is a quantitative reconciliation of the differences between the EBITDA financial measures disclosed and the most directly comparable GAAP financial measure calculated and presented in accordance with GAAP: Statement

2On August 29, 2003, Allegiance Telecom, Inc. and all of its subsidiaries (the “Company”) filed their monthly operating statement for the month of July 2003 (the “Operating Statement”) with the U.S. Bankruptcy Court for the Southern District of New York. A copy of the Operating Statement is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.

The Operating Statement is in a format prescribed by the applicable bankruptcy laws. The Company cautions ~~ALLEGIANCE~~readers ~~TELECOM,~~not ~~INC~~to place undue reliance upon the information contained in the Operating Statement. ~~(Debtors~~ The information in the Operating Statement has been prepared in accordance with accounting standards generally accepted in the United States of America for interim reporting. Certain information and ~~Debtors-~~footnote disclosures required by accounting principles generally accepted in~~-posession) RECONCILIATION~~ OFthe ~~EBITDA~~United ~~PERFORMANCE~~States ~~METRICS (Unaudited)~~ of America have been condensed or omitted for purposes of this Operating Statement. There can be no assurance that the Operating Statement is complete, and the Company undertakes no obligation to update or revise this Statement. The Operating Statement has not been audited or reviewed by independent accountants.

		Actual 2001												Actual 2002												Actual 2003
		1Q			2Q			3Q			4Q			1Q			2Q			3Q			4Q			1Q			2Q
Loss from operations as a % of revenue			-82.6%			-72.6%			-68.3%			-68.1%			-55.6%			-110.3%			-39.5%			-44.3%			-44.5%			-38.1%
Less:
	Depreciation and amortization as a % of revenue		-48.5%			-48.1%			-52.6%			-49.0%			-41.9%			-38.6%			-32.9%			-34.4%			-32.6%			-33.1%
	Non-cash deferred compensation as a % of revenue		-5.6%			-1.8%			3.9%			-0.9%			-0.3%			-0.1%			-0.7%			-0.3%			-0.4%			-0.4%
	Management ownership allocation charge as a % of revenue		-0.2%			—			—			—			—			—			—			—			—			—
	Goodwill impairment charge as a % of revenue		—			—			—			—			—			-60.1%			—			-1.9%			—			-1.1%
EBITDA—Pre-Restructuring as % of revenue			-28.3%			-22.7%			-19.6%			-18.2%			-13.4%			-11.5%			-5.9%			-7.7%			-11.5%			-3.5%
Loss from operations per employee		$	(98.7	)	$	(93.5	)	$	(94.4	)	$	(102.3	)	$	(87.6	)	$	(186.6	)	$	(78.6	)	$	(90.7	)	$	(97.9	)	$	(86.5	)
Less:
	Depreciation and amortization per employee		(57.9	)		(62.0	)		(72.8	)		(73.6	)		(66.0	)		(65.5	)		(65.4	)		(70.5	)		(71.7	)		(75.3	)
	Non-cash deferred compensation per employee		(6.7	)		(2.3	)		5.4			(1.3	)		(0.5	)		(0.1	)		(1.4	)		(0.6	)		(1.0	)		(0.8	)
	Management ownership allocation charge per employee		(0.2	)		—			—			—			—			—			—			—			—			—
	Goodwill impairment charge per employee		—			—			—			—			—			(101.6	)		—			(3.9	)		—			(2.4	)
EBITDA per employee		$	(33.9	)	$	(29.2	)	$	(27.0	)	$	(27.4	)	$	(21.1	)	$	(19.4	)	$	(11.8	)	$	(15.7	)	$	(25.2	)	$	(8.0	)
Loss from operations per line		$	(0.5	)	$	(0.4	)	$	(0.4	)	$	(0.4	)	$	(0.3	)	$	(0.7	)	$	(0.3	)	$	(0.3	)	$	(0.3	)	$	(0.2	)
Less:
	Depreciation and amortization per line		(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.2	)		(0.2	)		(0.3	)		(0.3	)		(0.2	)		(0.2	)
	Non-cash deferred compensation per line		—			—			—			—			—			—			—			—			—			—
	Management ownership allocation charge per line		—			—			—			—			—			—			—			—			—			—
	Goodwill impairment charge per line		—			—			—			—			—			(0.4	)		—			—			—			—
EBITDA per line		$	(0.2	)	$	(0.1	)	$	(0.1	)	$	(0.1	)	$	(0.1	)	$	(0.1	)	$	—		$	—		$	(0.1	)	$	—

The unaudited information in the Operating Statement is subject to further review and potential adjustments and are not necessarily indicative of the results that may be expected for the quarter ending September 30, 2003 or the year ending December 31, 2003. In addition, the Operating Statement contains information for periods which may be shorter or otherwise different from those contained in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the substance and format of the Operating Statement does not allow for meaningful comparison with the Company’s regular publicly disclosed consolidated financial statements. Results set forth in the Operating Statement should not be viewed as indicative of future results.

3Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the Operating Statement and other information in this report (including exhibits) is ~~SIGNATURES~~ furnished pursuant to Item 9 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

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 hereunto duly authorized on August 22, 2003. 2

~~ALLEGIANCE TELECOM, INC. By: /s/ MARK B. TRESNOWSKI Mark B. Tresnowski Executive Vice President, General Counsel and Secretary~~SIGNATURES

ALLEGIANCE TELECOM, ~~EXHIBIT~~INC. ~~INDEX~~ By /s/ Mark B. Tresnowski Mark B. Tresnowski Executive Vice President, General Counsel and Secretary

EXHIBIT NO.		DESCRIPTION
99.1		Press Release dated August 19, 2003

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION

99.1		Operating Statement

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