Exhibit 4.18
                                                            CUSIP 449247303


                                  State of Colorado



                                  ICG HOLDINGS, INC.

                  Cumulative Exchangeable Redeemable Preferred Stock

               THIS CERTIFIES THAT               [specimen]              is
                                   --------------------------------------
          the registered holder of    xxxxxxxxxxxxxxxxxxxx Exchangeable
                                   ----------------------------------------
          Preferred (no par value)          Shares transferable only on the
          ---------------------------------
          books of the Corporation by the holder hereof in person or by
          Attorney upon surrender of this Certificate properly endorsed.

               IN WITNESS WHEREOF, the said Corporation has caused this
          Certificate to be signed by its duly authorized officers and its
          Corporate Seal to be hereunto affixed this     11th      day of
                                                     -------------
                  March         A.D.   1997 
          --------------------       -------


          _____________________________      _____________________________
          Executive Vice President                     Secretary


          Countersigned and Registered:  American Stock Transfer and Trust
          Company
                                                             Transfer Agent


          By:_______________________________________
                    Authorized Officer


          


          THIS PREFERRED STOCK HAS NOT BEEN REGISTERED UNDER THE U.S.
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
          ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES
          OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
          SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
          THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
          INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
          SECURITIES ACT, (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
          PREFERRED STOCK IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
          REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN
          INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
          501(a)(1), (2), (3) OR (7) OR REGULATION D UNDER THE SECURITIES
          ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR"), (2) AGREES THAT IT
          WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k)
          UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER
          OF THIS PREFERRED STOCK, RESELL OR OTHERWISE TRANSFER THIS
          PREFERRED STOCK EXCEPT (A) TO ICG HOLDINGS, INC OR ANY SUBSIDIARY
          THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
          WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED
          STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
          UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
          REGISTRATION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT (IF
          AVAILABLE), (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
          ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO
          THE TRANSFER AGENT A SIGNED LETTER CONTAINING CERTAIN
          REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
          TRANSFER OF THIS PREFERRED STOCK (THE FORM OF WHICH LETTER CAN BE
          OBTAINED FROM THE TRANSFER AGENT) OR (F) AFTER REGISTRATION UNDER
          THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH
          PERSON TO WHOM THIS PREFERRED STOCK IS TRANSFERRED A NOTICE
          SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH
          ANY TRANSFER OF THIS PREFERRED STOCK WITHIN THE TIME PERIOD
          REFERRED TO ABOVE, THE HOLDER MUST EXECUTE A LETTER (THE FORM OF
          WHICH LETTER CAN BE OBTAINED FROM THE TRANSFER AGENT) RELATING TO
          THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
          TRANSFER AGENT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
          "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
          BY REGULATION S UNDER THE SECURITIES ACT. THE SECOND AMENDED AND
          RESTATED ARTICLES OF INCORPORATION CONTAINS A PROVISION REQUIRING
          THE TRANSFER AGENT TO REFUSE TO REGISTER ANY TRANSFER OF THIS
          PREFERRED STOCK IN VIOLATION OF THE FOREGOING RESTRICTIONS.

          UPON WRITTEN REQUEST, ICG HOLDINGS, INC. WILL FURNISH TO THE
          SHAREHOLDER, WITHOUT CHARGE, A SUMMARY OF THE DESIGNATIONS,
          PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS APPLICABLE TO THIS
          PREFERRED STOCK.


               For Value Received, _____ hereby sell, assign and transfer
          unto ____________________________ Shares represented by the
          within Certificate and do hereby irrevocably constitute and
          appoint ________________________________________________
          Attorney to transfer the said Shares on the books of the within
          named Corporation with full power of substitution in the
          premises.

               Dated __________________________   19____


                    In presence of


          ______________________________     ______________________________

                       NOTICE, THE SIGNATURE OF THIS ASSIGNMENT
                  MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
                  ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.