-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 VfghqIpjaa9eTt2IfDx9eoxN8Rad02tGTlKshlEl3475YTZ183oWa5XZRsoD7pHB
 Jt/ZBENpzEmn7En1/WAHrA==

<SEC-DOCUMENT>0000902664-98-000051.txt : 19980210
<SEC-HEADER>0000902664-98-000051.hdr.sgml : 19980210
ACCESSION NUMBER:		0000902664-98-000051
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980209
SROS:			AMEX

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ICG COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0001013240
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				841342022
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		
		SEC FILE NUMBER:	005-47577
		FILM NUMBER:		98525212

	BUSINESS ADDRESS:	
		STREET 1:		9605 E MAROON CIRCLE
		STREET 2:		PO BOX 6742
		CITY:			ENGLEWOOD
		STATE:			CO
		ZIP:			80155
		BUSINESS PHONE:		3035725960

	MAIL ADDRESS:	
		STREET 1:		9605 E. MAROON CIRCLE
		STREET 2:		P O OX 6742
		CITY:			ENGLEWOOD
		STATE:			CO
		ZIP:			80155-6742

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARDSLEY ADVISORY PARTNERS
		CENTRAL INDEX KEY:			0000900529
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				0
		STATE OF INCORPORATION:			CT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		646 STEAMBOAT ROAD
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830

	MAIL ADDRESS:	
		STREET 1:		CHRISTINE Y HOMER
		STREET 2:		900 THIRD AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<TEXT>

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                        ________________

                          SCHEDULE 13G/A
                        ________________

     INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
            UNDER THE SECURITIES EXCHANGE ACT OF 1934

                       (AMENDMENT NO. 1)*

                      ICG Communications, Inc.
                        (NAME OF ISSUER)

                    Common Stock, Par Value $.01
                 (TITLE OF CLASS OF SECURITIES)

                           449246 10 7
                         (CUSIP NUMBER)





__________________

*    The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class
     of securities, and for any subsequent amendment containing information
     which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of
     the Act (however, see the Notes).

                       PAGE 1 OF 6 PAGES 
<PAGE




                               13G/A

CUSIP No.  449246 10 7 
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON 
          S.S. OR I.R.S. IDENTIFICATION NO. 
          OF ABOVE PERSON 
          Ardsley Advisory Partners
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [ ] 
                                                                    (b)  [x] 
_____________________________________________________________________________
     (3)  SEC USE ONLY 

_____________________________________________________________________________
     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
          Connecticut
_____________________________________________________________________________

NUMBER OF      (5)  SOLE VOTING POWER 
                    0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                    1,360,000
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    1,360,000
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
               1,360,000
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
               4.06%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
               IA
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

                        PAGE 2 OF 6 PAGES
<PAGE




                               13G/A

CUSIP No.  449246 10 7
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON 
          S.S. OR I.R.S. IDENTIFICATION NO. 
          OF ABOVE PERSON 
          Philip J. Hempleman
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [ ] 
                                                                    (b)  [x] 
_____________________________________________________________________________
     (3)  SEC USE ONLY 

_____________________________________________________________________________
     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
          United States
_____________________________________________________________________________

NUMBER OF      (5)  SOLE VOTING POWER 
                    0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                    1,360,000
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    1,360,000
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
               1,360,000
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
               4.06%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
               IN
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

                        PAGE 3 OF 6 PAGES
<PAGE




The Schedule 13G initially filed for the year ended December 31, 1996 of 
(i) Ardsley Advisory Partners and (ii) Philip J. Hempleman relating to the 
common stock, par value $.001 (the "Common Stock"), issued by ICG 
Communications, Inc. (the "Company") is hereby amended as follows:

ITEM 4.   OWNERSHIP.

          (a)  Amount beneficially owned:  1,360,000

          (b)  Percent of class:  

          4.06% (based on the 33,483,670 shares of Common Stock reported to
          be outstanding as of November 3, 1997, as reflected in the
          Company's annual report on Form 10-Q filed with the Securities
          and Exchange Commission by the Company for the fiscal year ended
          September 30, 1997.)

          (c)  Number of shares as to which such person has:

               (i)   sole power to vote or to direct the vote
                     0
               (ii)  shared power to vote or to direct the vote
                     1,360,000
               (iii) sole power to dispose or to direct the disposition of
                     0
               (iv)  shared power to dispose or to direct the disposition
                     of 1,360,000

          By virtue of Mr. Hempleman's position as managing partner of
Ardsley Advisory Partners, a Connecticut general partnership ("Ardsley"),
Mr. Hempleman may be deemed to have the shared power to vote or direct the vote
of, and the shared power to dispose or direct the disposition of, the
1,360,000 shares of Common Stock (the "Common Stock"), of ICG Communications,
Inc. (the "Company") held by the discretionary accounts managed by Ardsley and
Mr. Hempleman (including accounts of certain clients, including investment
partnerships for which (i) Ardsley serves as the management company and (ii) a
general partnership comprised of the partners that comprise Ardsley serves as
general partner, the "Discretionary Accounts"), constituting 4.06% of the
33,483,670 shares of Common Stock outstanding as of November 3, 1997, as
reflected in the annual report of the Company on Form 10-Q filed with the
Securities and Exchange Commission by the Company for the fiscal year ended
September 30, 1997, and, therefore, Mr. Hempleman may be deemed to be the
beneficial owner of such Common Stock.




                              PAGE 4 OF 6 PAGES
<PAGE>





ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
          This Schedule 13G is filed by Ardsley, which is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
as amended, with respect to the 1,360,000 shares of Common Stock held at
December 31, 1997 by the Discretionary Accounts managed by Ardsley and
Mr. Hempleman.

          By reason of the provisions of Rule 13d-3 under the Act, Ardsley and
Mr. Hempleman may each be deemed to own beneficially the shares of Common Stock
owned by the discretionary Accounts.  Each client for whose account Ardsley had
purchased Common Stock has the right to receive or the power to direct the 
receipt of dividends from, or the proceeds from the sale of, such Common 
Stock purchased for his account.  No such client has any of the foregoing 
rights with respect to more than five percent of the class of securities 
identified in Item 2(d).  There is no agreement or understanding among such 
persons to act together for the purpose of acquiring, holding, voting or 
disposing of any such securities.

          To the knowledge of Ardsley, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, a number of such Common Stock which represents more than five
percent of the number of outstanding shares of Common Stock.
















                              PAGE 5 OF 6 PAGES
<PAGE>





ITEM 10.  CERTIFICATION.  (if filing pursuant to Rule 13d-1(b))

          By signing below Ardsley Advisory Partners and Philip J. Hempleman
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of business, were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purposes
or effect.



                            SIGNATURE

          After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.




                              February ____, 1998



                              /s/Philip J. Hempleman
                              -----------------------
                              Philip J. Hempleman, as
                              Managing Partner of 
                              Ardsley Advisory Partners


                              /s/Philip J. Hempleman
                              -----------------------
                              Philip J. Hempleman


                        PAGE 6 OF 6 PAGES

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----