Exhibit 10.54



             SECOND AMENDMENT dated as of January 25, 2001 to the Credit
Agreement dated as of September 28, 2000 (as previously amended, the
"Credit Agreement") among CoreComm Limited (the "Parent"), CoreComm Holdco,
Inc. ("CCI"), CoreComm Communications, Inc. (the "Borrower"), the Lenders
party hereto, and The Chase Manhattan Bank, as Administrative Agent and
Collateral Agent.

            WHEREAS, the Parent, CCI and the Borrower have requested that
the Lenders (such term and each other capitalized term used but not
otherwise defined herein having the meaning assigned to it in the Credit
Agreement as proposed to be amended hereby) approve amendments to certain
provisions of the Credit Agreement;

            WHEREAS, the undersigned Lenders are willing, on the terms and
subject to the conditions set forth herein, to approve such amendments to
the Credit Agreement; and

            NOW, THEREFORE, in consideration of these premises, the Parent,
CCI, the Borrower and the undersigned Lenders hereby agree as follows;

            SECTION 1. Amendments. Effective as of the Amendment Effective
Date (as defined in Section 3 hereof), the Credit Agreement is hereby
amended as follows:

            (a) Section 2.01 is amended by deleting the figure
"$91,100,000" in the proviso to the first sentence therein and substituting
in lieu thereof the figure "$101,100,000".

            (b) Section 2.04(b) is amended by deleting the figure
"$91,100,000" in clause (iii) of the final sentence therein and
substituting in lieu thereof the figure "$101, 100,000".

            (c) Section 4.02 (c) is amended by deleting the figure
"$91,100,000" therein and substituting in lieu thereof the figure
"$101,100,000".

            (d) Section 6.09(e) is amended and restated in its entirety to
read as follows:

                  (e) All Indebtedness under the ATX Note shall be prepaid
      not later than the date that is 270 days prior to the final maturity
      of the ATX Note (unless no Indebtedness or further commitment to lend
      is outstanding under the Senior Unsecured Facility at such time, in
      which case all Indebtedness under the ATX Note shall be prepaid on
      the date that is six months prior to the final maturity of the ATX
      Note).

            SECTION 2. Representations and Warranties. Each of the Parent,
CCI and the Borrower represents and warrants to each of the Lenders that,
after giving effect to the amendments contemplated hereby, (a) the
representations and warranties of such Person set forth in the Credit
Agreement are true and correct in all material respects on and as of the
date of this Amendment, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct in all material
respects as of the earlier date) and (b) no Default has occurred and is
continuing.

            SECTION 3. Effectiveness. This Amendment shall become effective
as of the date (the "Amendment Effective Date") when the following
conditions shall have been satisfied:

            (a) The Administrative Agent (or its counsel) shall have
received copies hereof that, when taken together, bear the signatures of
the Parent, CCI, the Borrower and the Required Lenders.

            (b) The Administrative Agent shall have received a certificate
of the President, a Vice President or a Financial Officer of the Parent,
confirming compliance as of the Amendment Effective Date with the
conditions set forth in paragraphs (a) and (b) of Section 4.02.

            (c) An Assignment and Acceptance shall have been executed and
delivered pursuant to which Morgan Stanley Senior Funding Inc. shall have
assumed at least $10,000,000 in Commitments.

            (d) The Administrative Agent and the Lenders shall have
received all fees, expenses and other consideration presented for payment
on or before the date hereof.

Notwithstanding the foregoing, the amendment to the Credit Agreement
contained in Section 1(d) hereof shall become effective immediately upon
satisfaction of the condition specified in clause (a) of this Section 3.

            SECTION 4. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

            SECTION 5. No Other Amendments. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any
party under, the Credit Agreement, nor alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement, all of which are ratified and affirmed
in all respects and shall continue in full force and effect. This Amendment
shall apply and be effective only with respect to the provisions of the
Credit Agreement specifically referred to herein.

            SECTION 6. Counterparts. This Amendment may be executed 1n two
or more counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute but one contract. Delivery of
an executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart of this Amendment.

            SECTION 7. Headings. Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not
to affect the construction of, or to be taken into consideration in
interpreting, this Amendment.

            IN WITNESS WHEREOF, the Borrower, the Parent and CCI and the
undersigned Lenders have caused this Amendment to be duly executed by their
duly authorized officers, all as of the date first above written.


                              CORECOMM COMMUNICATIONS, INC.,


                              By /s/ George Blumenthal
                                ---------------------------------
                                Name:  George Blumenthal
                                Title: Chairman


                              CORECOMM LIMITED,

                              By /s/ George Blumenthal
                                ---------------------------------
                                Name:  George Blumenthal
                                Title: Chairman


                              CORECOMM HOLDCO, INC.


                              By /s/ George Blumenthal
                                --------------------------------
                                Name:  George Blumenthal
                                Title: Chairman


                              THE CHASE MANHATTAN BANK,
                              individually and as Agent,


                              By /s/ William E. Rottino
                                --------------------------------
                                Name:  William E. Rottino
                                Title: Chairman


                              MORGAN STANLEY SENIOR FUNDING INC.,


                              By /s/ Simon D. Rankin
                                --------------------------------
                                Name:  Simon D. Rankin
                                Title: Vice President