EXHIBIT 10.54

Employment Agreement, dated as of August 22, 1999, by and between ICG
Communications, Inc. and Carla J. Wolin





                       AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS  AMENDMENT  TO  EMPLOYMENT  AGREEMENT ("Amendment")  is made as of
the 22nd day of August, 1999 by and between ICG Communications, Inc. ("Employer"
or the "Company") and Carla J. Wolin ("Employee").

                                R E C I T A L S

     WHEREAS,  the Company and Employee previously entered into that certain
Employment Agreement dated as of July 1, 1999 (the "Employment Agreement");

     WHEREAS, the  parties  desire to  amend certain  of  the  terms of  the
Employment Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

     1.   Section 3.1. The second  sentence of Section 3.1 shall  be amended to
read as follows: "The annual base salary will as of August 22, 1999 be One
Hundred Seventy Thousand Dollars ($170,000)."

     2.   Section  3.2.  The last  sentence  of Section 3.2 shall be amended to
read as follows: "Employee's annual bonus is established at 50% of annual base
salary if all objectives and goals are met."

     IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date first above written.



                                                 /s/ Carla J. Wolin
                                                 -------------------------------
                                                 Carla J. Wolin

                                                 ICG COMMUNICATIONS, INC.


                                                 By: /s/ Don Teague
                                                    ----------------------------

                                                 Name: Don Teague
                                                      --------------------------

                                                 Title: Executive Vice President
                                                       -------------------------

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