8-K

                       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): November 20, 2001


                          INTERNATIONAL FIBERCOM, INC.
             (Exact name of registrant as specified in its charter)


                                     Arizona
                 (State or other jurisdiction of incorporation)


     001-13278                                           86-0271282
(Commission File Number)                    (IRS Employer Identification Number)


            3230 East Broadway Road, Suite 200, Phoenix Arizona 85040
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (602) 387-4000


                                 Not Applicable
          (Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS

International FiberCom, Inc. announced its operating results for the three and
nine month periods ended September 30, 2001 in a press release dated November
20, 2001. The related press release is filed as Exhibit 99.1 and is incorporated
herein by this reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.    Exhibit Description                                Filed Herewith
- -----------    -------------------                                --------------
99.1           Text of Press Release dated November 20, 2001            X


                                   SIGNATURES

     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.

Dated: November 28, 2001                INTERNATIONAL FIBERCOM, INC.


                                        /s/ Joseph P. Kealy
                                        ----------------------------------------
                                        Joseph P. Kealy
                                        President and Chief Executive Officer

EX-99.1

                                                                    EXHIBIT 99.1


INTERNATIONAL FIBERCOM INC. REPORTS OPERATING RESULTS FOR THE THIRD QUARTER AND
NINE MONTHS

PHOENIX--(BUSINESS WIRE)--Nov. 20, 2001--International FiberCom Inc. (Nasdaq:
IFCI - NEWS), announced its results for the third quarter and nine months ended
Sept. 30, 2001, which were contained in its 10-Q Report filed with the
Securities and Exchange Commission yesterday.

Revenues for the three months ended Sept. 30, 2001 were $68.3 million compared
with $76.6 million for the year-earlier quarter, a decline of 11 percent. The
company incurred a loss from continuing operations for the third quarter of 2001
of $99.7 million, or $2.61 per basic and diluted share, compared with net income
of $3.2 million, or $0.08 per basic and $0.07 diluted share in the third quarter
of 2000.

The company also reported an additional loss from discontinuance of its
Equipment Distribution Division of $21.9 million for the third quarter, or $0.57
per basic and diluted share, to reflect losses anticipated upon disposal of the
division because of its inability to find a buyer for the division and prospect
of possible liquidation of the division.

The third quarter operating loss includes a charge of $44.9 million attributable
to the write-off of certain assets, consisting primarily of goodwill, equipment
and deferred debt acquisition costs. The bulk of this charge relates to goodwill
specifically attributable to certain operations whose projected future cash
flows did not support recoverability of the assets.

The quarterly loss also includes a reserve of $35.4 million to reflect the net
realizable value of costs in excess of billings and accounts receivable that may
be at risk. The discussions and negotiations with customers regarding these
items did not progress positively during the quarter and while the company
intends to pursue the amounts owed, the realization may be significantly delayed
or reduced, and, in some cases, may require litigation. In this regard, the
company continues to have discussions with its largest customer aimed at
resolving disputes relating to work, billings and payments on several
significant projects.

For the nine months ended Sept. 30, 2001, revenues were $226.7 million compared
with $200.4 million in the same period in 2000, an increase of 26 percent. For
the nine months ended Sept. 30, 2001, the company lost $143.6 million compared
with income of $10.2 million for the same period in 2000. The nine month figures
for 2001 include a charge for the loss on disposal of the Equipment Distribution
Division of $41.4 million.

The company is in covenant default of its credit facility and is in the process
of preparing a plan designed to return operations to profitability, cure these
defaults, substantially pay down outstanding indebtedness and find alternative
financing sources.

The company continues to pursue its cost-cutting and downsizing efforts in order
to implement a cost structure and streamline operations to reach breakeven point
as rapidly as possible; however, it continues to experience a reduced level of
cash flow from its operations. The company noted in its 10-Q Report that there
is substantial doubt regarding its ability to continue as a going concern. The
company is also pursuing other alternatives, including sale of all or part of
the business to raise additional capital to meet future financial obligations.

If the company is unable to raise additional financing or implement its business
plan and generate sufficient cash flow from operations, it will have to curtail
operations. The company can offer no assurances that it will be successful or
that future results of operations will be sufficient to sustain its operations
or borrowings.

This press release contains certain forward-looking statements and information
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The cautionary statements made in this
release should be read as being applicable to all related forward-looking
statements wherever they appear in this release. Forward-looking statements, by
their very nature, include risks and uncertainties. Accordingly, the company's
actual results could differ materially from those discussed herein. A wide
variety of factors could cause or contribute to such differences and could
adversely impact revenues, profitability, cash flows and capital needs. In
addition to the risk factors found in the company's 10-K for the year ended Dec.
31, 2000, such factors, many of which are beyond the control of the company,
also include the following: the severity and duration of the telecommunications
industry slowdown; the sufficiency of the company's downsizing and restructuring
activities; its ability to repay and replace its operating line of credit; its
ability to implement a plan to return its operations to profitability and
positive cash flow; the financial viability of the company's customers in
general; its ability to collect amounts owed by its customers; its ability to
sell its excess equipment at reasonable prices; the outcome of litigation in
which the company is involved; its success in obtaining new contracts; the
volume and type of work orders that are received under such contracts; the
proceeds obtained upon the disposition or liquidation of the Equipment
Distribution Division; the accuracy of the cost estimates for projects; the
company's ability to complete its projects on time and within budget; levels of,
and ability to collect, amounts receivable and costs in excess of billings on
contracts in process; availability of trained personnel and utilization of the
company's capacity to complete work; the company's ability to integrate the
acquisitions into its organization and manage its growth; competition and
competitive pressures on pricing; the company's success in marketing its
wireless products and services; the company's ability to produce its wireless
products in volume on a cost effective, timely basis with appropriate quality
controls; and economic conditions in the United States and in the regions served
by the company. Unless otherwise required by applicable securities laws, the
company disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

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CONTACT:
     International FiberCom Inc., Phoenix
     Doug Kimball, 480/941-1900
       or
     Allen & Caron Inc.
     Joseph Allen (investors), 949/474-4300
     joe@allencaron.com
       or
     Michael Mason (investors), 212/691-8087