SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 10-K/A
                              AMENDMENT NO. 1


    |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

                FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

  |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM               TO

                       COMMISSION FILE NO. 000-31359

                              CORECOMM LIMITED
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
           DELAWARE                                      23-3032245
 (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)
                            110 EAST 59TH STREET
                                 26TH FLOOR
                          NEW YORK, NEW YORK 10022
                               (212) 906-8485
                     (ADDRESS, INCLUDING ZIP CODE, AND
                   TELEPHONE NUMBER, INCLUDING AREA CODE,
                OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
      SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                              (TITLE OF CLASS)

                   COMMON STOCK, PAR VALUE $.01 PER SHARE

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. |X| Yes |_|
No

    Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. |_|

    The aggregate market value of the Registrant's common stock held by
non-affiliates at April 23, 2001, valued in accordance with the Nasdaq
Stock Market's National Market closing sale price for the Registrant's
common stock, was approximately $22,140,687.

     Number of shares of Common Stock outstanding as at April 23, 2001:
98,370,746

<PAGE>


         CoreComm Limited (the "Company") is amending its Form 10-K for the
fiscal year ended December 31, 2000 to include Part III.

                                  PART III

Item 10. Directors and Officers of the Registrant

         The following table provides information about the Company's
directors and executive officers.
<TABLE>
<CAPTION>

NAME                                                          AGE     Title
----                                                          ---    -----------
<S>                                                           <C>   <C>
George S. Blumenthal........................................  57    Chairman of the Board
Barclay Knapp...............................................  44    President, Chief Executive Officer
                                                                                       and Chief Financial
Officer
Del Mintz...................................................  73    Director
Alan J. Patricof............................................  66    Director
Warren Potash...............................................  69    Director
Richard J. Lubasch..........................................  54    Senior Vice President -- General
                                                                      Counsel and Secretary
Tom Gravina.................................................  48    President and Chief Operating
                                                                       Officer of CoreComm-ATX, Inc.
                                                                                         (a subsidiary of the
Company)
Gregg N. Gorelick...........................................  42    Vice President -- Controller and
                                                                       Treasurer
</TABLE>


         George S. Blumenthal has been Chairman and a director of the
Company since its formation. Mr. Blumenthal was President of Blumenthal
Securities, Inc. (and its predecessors), a member firm of The New York
Stock Exchange, from 1967 until 1992. Mr. Blumenthal was Chairman,
Treasurer and a director of Cellular Communications, Inc. ("CCI"), which
positions he held since CCI's founding in 1981 until its merger in August
1996 into a subsidiary of AirTouch Communications, Inc. (the "CCI Merger").
Mr. Blumenthal is also Chairman and a director of NTL Incorporated ("NTL")
and is a director of Sotheby's Holdings, Inc.

         Barclay Knapp is President, Chief Executive Officer, Chief
Financial Officer and a director of the Company and has held these
positions since its formation. In addition, Mr. Knapp was also Executive
Vice President, Chief Operating Officer, Chief Financial Officer and a
director of CCI, until the CCI Merger, and was Executive Vice President and
Chief Operating Officer of Cellular Communications International, Inc.
("CCII") until June 1998. Mr. Knapp was also President, Chief Executive
Officer and a director of Cellular Communications of Puerto Rico, Inc.
("CCPR"), until its sale in August 1999 and is President, Chief Executive
Officer, and a director of NTL. Mr. Knapp is also a director of
Bredbandsbolaget, a Swedish company in which NTL holds a 41% interest and
eKabel Hessen GmbH, a German company in which NTL holds a 32.5% interest.

         Del Mintz, a director of the Company since its formation, is
President of Cleveland Mobile Tele Trak, Inc., Cleveland Mobile Radio
Sales, Inc. and Ohio Mobile Tele Trak, Inc., companies providing telephone
answering and radio communications services and maintenance in Cleveland
and Columbus, respectively. Mr. Mintz has held similar positions with the
predecessor of these companies since 1967. Mr. Mintz is President of
several other companies, and was President and a principal stockholder of
Cleveland Mobile Cellular Telephone, Inc. before that company was acquired
through a merger with CCI's predecessor in 1985. Mr. Mintz is also a
director of NTL and several privately owned companies.

         Alan J. Patricof has been a director of the Company since its
formation. Mr. Patricof is Chairman of the Board of Directors of Patricof &
Co. Ventures, Inc., the company he founded in 1969. Mr. Patricof serves as
a director of NTL and Boston Properties, Inc., which are publicly held, and
Johnny Rockets Group, Inc., which is a privately held company. In addition,
Mr. Patricof has served as Chairman of the White House Commission on Small
Business and was a member of the Blue Ribbon Commission of the National
Association of Corporate Directors.

         Warren Potash has been a director of the Company since its
formation. Mr. Potash retired in 1991 as President and Chief Executive
Officer of the Radio Advertising Bureau, a trade association, a position he
held since February 1989. Prior to that time and beginning in 1986, he was
President of New Age Communications, Inc., a communications consultancy
firm. Until his retirement in 1986, Mr. Potash was a Vice President of
Capital Cities/ABC Broadcasting, Inc., a position he held since 1970. Mr.
Potash is also a director of NTL.

         Richard J. Lubasch has been the Company's Senior Vice President --
General Counsel and Secretary since its formation. Mr. Lubasch was Vice
President -- General Counsel and Secretary of CCI from July 1987 until the
CCI Merger, and was also Senior Vice President -- General Counsel and
Secretary of CCPR prior to its sale in August 1999. He also held this
title, as well as Treasurer, at CCII prior to its sale in March 1999, and
is Executive Vice President -- General Counsel and Secretary of NTL.

         Thomas J. Gravina is currently President and Chief Operating
Officer of CoreComm-ATX, Inc. ("CoreComm-ATX") a subsidiary of the Company.
It is anticipated that Mr. Gravina will be nominated by the Board of
Directors to become an executive officer of the Company at the next meeting
of the Board of Directors. Mr. Gravina has been employed by the Company
since the acquisition of ATX Telecommunications Services, Inc. ("ATX") in
September 2000. Prior to the acquisition, Mr. Gravina served Co-Chief
Executive Officer and Partner of ATX a position he had held since 1987.

         Gregg N. Gorelick has been the Company's Vice President --
Controller and Treasurer since its formation. From 1981 to 1986 he was
employed by Ernst & Whinney (now known as Ernst & Young LLP). Mr. Gorelick
is a certified public accountant and was Vice President -- Controller of
CCI from 1986 until the CCI Merger. He also holds that position at NTL and
was Vice President -- Controller at CCII prior to its sale in March 1999
and at CCPR prior to its sale in August 1999.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's directors and executive
officers, and persons who own more than 10% of a registered class of the
Company's equity securities file with the SEC, and with each exchange on
which the Common Stock trades, initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than 10% beneficial owners are
required by the SEC's regulations to furnish the Company with copies of all
Section 16(a) forms they file.

     To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no
other reports were required during the fiscal year ended December 31, 2000,
all Section 16(a) filing requirements applicable to its officers, directors
and greater than 10% beneficial owners were complied with.

Item 11. Executive Compensation


                             EXECUTIVE COMPENSATION
            COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

POLICY

     The Compensation Committee of the Board of Directors has the
responsibility for the design and implementation of the Company's executive
compensation program. The Compensation Committee is composed entirely of
independent non-employee directors.

     The Company's executive compensation program is designed to be closely
linked to corporate performance and return to shareholders. To this end,
the Company has developed an overall compensation strategy and specific
compensation plans that tie a very significant portion of an executive's
aggregate compensation to the appreciation in the Company's stock price. In
addition, executive bonuses are linked to the achievement of operational
goals and therefore relate to shareholder return. The overall objective of
this strategy is to attract and retain the best possible executive talent,
to motivate these executives to achieve the goals inherent in the Company's
business strategy and to link executive and shareholder interests through
equity-based compensation, thereby seeking to enhance the Company's
profitability and shareholder value.

     The Compensation Committee also recognizes that the cash portion of
compensation for Messrs. Knapp, Blumenthal, Lubasch and Gorelick is small
in light of their compensation from NTL (which is reimbursed to NTL by the
Company based on a reasonable estimate of the time these executives spent
on Company activity in the relevant period). The Compensation Committee
believes that for such executives, stock-based compensation becomes even
more significant.

     Each year the Compensation Committee conducts a review of the
Company's executive compensation program to determine the appropriate level
and forms of compensation. Such review permits an annual evaluation of the
link between the Company's performance and its executive compensation.

     In assessing compensation levels for the named executives, the
Compensation Committee recognizes the fact that certain executives have
participated in the development of the Company (and its predecessors) from
its earliest stages, and have produced significant consistent long-term
value for shareholders of the Company (and its predecessors) over such
period. In determining the annual compensation for the Chief Executive
Officer, the Compensation Committee uses the same criteria as it does for
the other named executives.

BASE SALARY AND BONUS

     In furtherance of the Company's incentive-oriented compensation goals
set forth above, cash compensation (annual base salary and bonus) is
supplemented by equity-based option grants. With respect to 2000, the base
salary for Messrs. Knapp, Blumenthal, Lubasch and Gorelick was $121,917,
$121,917, $102,758 and $67,577, respectively. The base salary for Ms. Flynt
was $223,149. With respect to Messrs. Knapp, Blumenthal, Lubasch and
Gorelick, 2000 bonuses in the amount of $82,438, $82,438, $58,884 and
28,772 respectively, have been paid by NTL and NTL has been reimbursed by
the Company. Ms. Flynt received a bonus of $117,742 in 2000.

STOCK OPTIONS

     In 1998, CoreComm's Board of Directors adopted the CoreComm Limited
1998 Stock Option Plan (the "1998 Option Plan") and in June 1999,
CoreComm's Board of Directors adopted the CoreComm Limited 1999 Stock
Option Plan (the "1999 Option Plan"), reserving thereunder shares for
issuances to employees and directors. Additionally, in April 2000,
CoreComm's Board of Directors adopted the CoreComm Limited 2000 Stock
Option Plan (the "2000 Option Plan" and together with the 1998 Option Plan
and the 1999 Option Plan, the "1998, 1999 and 2000 Option Plans"),
reserving thereunder shares for issuances to employees and directors. In
May 2000 the stockholders of the Company approved the 1999 Option Plan and
the 2000 Option Plan.

     The 1998, 1999 and 2000 Option Plans are intended to encourage stock
ownership by employees of the Company and its divisions and subsidiary
corporations and other affiliates, so that they may acquire or increase
their proprietary interest in the Company, and to encourage such employees
and directors who are employees to remain in the employ of the Company or
its affiliates and to put forth maximum efforts for the success of the
business. The 1998, 1999 and 2000 Option Plans provide for grants of
options to acquire shares of Common Stock, which options may be "incentive
stock options" within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). The terms of options granted
pursuant to the 1998, 1999 and 2000 Option Plans, including provisions
regarding vesting, exercisability, exercise price and duration, are
generally set by the Compensation Committee.

     In January 1999, CoreComm, Inc., one of the Company's wholly-owned
subsidiaries, adopted a stock option plan. Options granted under that plan
were not to be become exercisable unless and until there was either a
registered public offering of CoreComm, Inc.'s common stock or a spin-off
of CoreComm, Inc. However, under the terms of the options granted under
that plan, the Company reserved the right to cancel the plan and issue new
options in the parent company, CoreComm Limited. In March 2000, the
compensation and option committee of the Company's Board of Directors
approved the cancellation of the CoreComm, Inc. plan and the issuance of
options in CoreComm Limited to eligible employees of CoreComm, which
resulted in the issuance of options to purchase approximately 2.7 million
shares of Common Stock. The strike prices of the new grants are
approximately 30% of the fair market value of Common Stock on the date of
the approval of the Board of Directors, $14.55. Eligibility for receiving
the new grants was determined by, among other things, continued employment
with the Company.

     In determining individual options grants, the Compensation Committee
takes into consideration the number of options previously granted to that
individual, the amount of time and effort dedicated to the Company during
the preceding year and expected commitment to the Company on a
forward-looking basis. The Compensation Committee also strives to provide
each option recipient with an appropriate incentive to increase shareholder
value, taking into consideration their cash compensation levels.

     The Compensation Committee believes that the equity interests in the
Company held by the named executive officers have, in the past, represented
a significant incentive to increase overall shareholder value.

COMPENSATION DEDUCTION CAP POLICY

     The 1998, 1999 and 2000 Option Plans, are intended to comply with the
requirements regarding exemption from non-deductibility of compensation
derived from stock options in excess of $1 million under sec.162(m) of the
Code. Any compensation realized from the exercise of such stock options
granted at fair market value as of the date of grant thus generally would
be exempt from the deduction limitations under sec.162(m) of the Code.
Other annual compensation, such as salary and bonus, is not expected to
exceed $1 million per executive. The Compensation and Option Committee does
retain the ability to make awards that may not comply with sec.162(m),
whether or not made under the Option Plans.

                              THE COMPENSATION AND OPTION COMMITTEE

                              Del Mintz
                              Warren Potash


GENERAL

     The following table discloses compensation received by the Company's
Chief Executive Officer and the four other most highly paid executive
officers for the years ended December 31, 2000 and 1999 and for the period
from March 16, 1998 (the date of inception) to December 31, 1998.

                          SUMMARY COMPENSATION TABLE*

<TABLE>
<CAPTION>
                                                                          LONG-TERM
                                                                        COMPENSATION
                                          ANNUAL COMPENSATION              AWARDS
                                    --------------------------------    -------------
                                                                           COMMON
                                                        OTHER ANNUAL        STOCK        ALL OTHER
                                    SALARY     BONUS    COMPENSATION     UNDERLYING     COMPENSATION
NAME AND PRINCIPAL POSITION  YEAR     ($)       ($)         ($)         OPTIONS(#)(5)       ($)
---------------------------  ----   -------   -------   ------------    -------------   ------------

<S>                           <C>      <C>         <C>         <C>           <C>
Barclay Knapp .............   2000     121,917        --          --             --
  President and Chief .....   1999      51,667        --          --             --
  Executive and Financial .   1998      21,200        --          --        1,842,190
  Officer

George S. Blumenthal(1) ...   2000     121,917        --          --             --
  Chairman ................   1999      51,667        --          --             --
                              1998      20,600        --          --        1,842,188

Richard J. Lubasch ........   2000     102,758        --          --           75,000
  Senior Vice President --    1999      39,583        --          --           30,000
  General Counsel and .....   1998      17,300        --          --          385,313
  Secretary

Patty J. Flynt (2) ........   2000     223,149     117,742      38,161(3)     150,000
  Senior Vice President and   1999     206,250     100,435        --          450,001
  Chief Operating Officer .   1998     183,600     131,400        --           67,500

Gregg N. Gorelick .........   2000      67,577        --          --           75,000
  Vice President, .........   1999      27,714        --       562,775(4)      22,501
  Controller and Treasurer    1998      10,000        --        57,900(4)      53,250

---------------

*        Certain employees of NTL provided management, financial, legal and
         technical services to the Company. Amounts charged to the Company
         consist of salaries and direct costs allocated to the Company. In
         2000, 1999 and 1998, NTL charged the Company $919,000 $2,268,000
         and $313,000, respectively, net of the Company's charges to NTL.
         It is not practicable to determine the amounts of these expenses
         that would have been incurred had the Company operated without
         these services. However, in the opinion of management of the
         Company, the allocation method is reasonable. The named executives
         receive salaries from NTL and spend portions of their time
         providing executive management to the Company.

(1)      Mr. Blumenthal resigned as Chief Executive Officer in March 1998,
         and Mr. Knapp was appointed Chief Executive Officer in March 1998.

(2)      Effective February 1, 2001, Ms. Flynt stepped down from office as
         the Company's Senior Vice President and Chief Operating Officer.

(3)      Other annual compensation consists of relocation expenses and
         moving expenses of $12,800 and $24,900, respectively.

(4)      Other annual compensation consists of relocation expenses of
         $562,775 and $57,900 for 1999 and 1998, respectively.

(5)      1998 option grants do not include an aggregate of 508,246 options
         issued to the named executives as a result of an adjustment to
         pre-existing options in CCPR as a consequence of the spin-off.
         1999 option grants do not include an aggregate of 4,110,207
         options issued to the named executives, as replacement options,
         upon the exercise or cancellation of their respective warrants or
         options, in accordance with the plan under which these warrants or
         options were issued.
</TABLE>


OPTION GRANTS TABLE

     The following table provides information on stock option grants during
2000 to the named executive officers.

                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                             INDIVIDUAL GRANTS
                            -----------------------------------------------------   POTENTIAL REALIZABLE VALUE AT
                                                                                       ASSUMED ANNUAL RATE OF
                            NUMBER OF      % OF TOTAL                                 STOCK PRICE APPRECIATION
                            SECURITIES      OPTIONS                                      FOR OPTION TERM(**)
                            UNDERLYING     GRANTED TO    EXERCISE OR                -----------------------------
                             OPTIONS      EMPLOYEES IN   BASE PRICE    EXPIRATION      5%($)           10%($)
NAME                        GRANTED(*)    FISCAL YEAR     ($/SHARE)       DATE         $23.70          $37.74
----                        ----------    ------------   -----------   ----------   ------------    -------------

<S>                           <C>          <C>           <C>         <C>   <C>      <C>            <C>
Barclay Knapp.............        --         --             --             --            --               --
George S. Blumenthal......        --         --             --             --            --               --
Richard J. Lubasch........    75,000       0.72          14.55       04/04/10       686,396        1,739,453
Patty J. Flynt............   150,000       1.44          14.55       04/04/10     1,372,793        3,478,905
Gregg N. Gorelick.........    75,000       0.72          14.55       04/04/10       686,396        1,739,453
</TABLE>


---------------
 *  All options were granted on April 5, 2000; 20% were exercisable upon
    issuance, 20% became exercisable on January 1, 2001 and an additional
    20% will become exercisable on each of January 1, 2002, 2003 and 2004.
    Upon a change of control of the Company, all unvested options become
    fully vested and exercisable.

**  The amounts shown in these columns are the potential realizable value
    of options granted at assumed rates of stock price appreciation (5% and
    10%) specified by the SEC, and have not been discounted to reflect the
    present value of such amounts. The assumed rates of stock price
    appreciation are not intended to forecast the future appreciation of
    the Common Stock.


OPTION EXERCISES AND YEAR-END VALUE TABLE

     The following table provides information on stock option exercises
during 2000 by the named executive officers and the value at December 29,
2000 of unexercised in-the-money options held by each of the named
executive officers.

 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR-END AND FISCAL YEAR-END OPTION
                                     VALUES

<TABLE>
<CAPTION>
                                                           NUMBER OF SECURITIES      VALUE OF UNEXERCISED
                               SHARES                     UNDERLYING UNEXERCISED    IN-THE-MONEY OPTIONS AT
                             ACQUIRED ON      VALUE        OPTIONS AT FY-END(#)           FY-END($)*
                              EXERCISE       REALIZED        EXERCISABLE(E)/            EXERCISABLE(E)/
NAME                             (#)           ($)           UNEXERCISABLE(U)          UNEXERCISABLE(U)
----                         -----------    ----------    ----------------------    -----------------------
<S>                             <C>          <C>                  <C>                      <C>
Barclay Knapp..............                                      242,394(E)              1,166,221(E)
                                                                             0(U)                      0(U)

George S. Blumenthal.......                                       63,143(E)                297,176(E)
                                                                       0(U)                      0(U)

Richard J. Lubasch.........                                       68,482(E)                324,528(E)
                                                                       0(U)                      0(U)

Patty J. Flynt.............     62,564       683,019              92,352(E)                180,373(E)
                                                                 118,279(U)                231,011(U)

Gregg N. Gorelick..........                                       84,528(E)                328,170(E)
                                                                  10,498(U)                 20,504(U)
</TABLE>
---------------
* Based on the closing price on the NASDAQ on December 29, 2000 of $4.953.

PERFORMANCE GRAPH

         The following graph compares the cumulative return on the common
stock of the Company (the "Common Stock") with The Nasdaq Stock Market
(U.S.) Index (the "Nasdaq (U.S.) Index"), the Center for Research in
Security Prices Index of Nasdaq Telecommunications Stocks (the "CRSP
Index") and the Peer Group Index. In the Company's view, the Peer Group
Index, which includes US LEC Corp., Mpower Communications Corp., Focal
Communications Corporation, Teligent Inc., Choice One Communications Inc.
and ITC Deltacom, Inc., provides a better representation of the performance
of telecommunications companies over the required period than the broader
based CRSP Index.

     The graph assumes that $100 was invested on September 2, 1998 (the
date the Company began trading on the NASDAQ) in each of the Common Stock,
the CRSP Index, the Peer Group Index and the Nasdaq (U.S.) Index.
<TABLE>
<CAPTION>
                        COMPARISON OF CORECOMM LIMITED,
        THE CRSP INDEX, THE PEER GROUP INDEX AND THE NASDAQ (U.S.) INDEX [PERFORMANCE GRAPH]



                NASDAQ(U.S.) INDEX        CRSP INDEX            CORECOMM            PEER
                ------------------        ----------            --------            ----

<S>    <C>           <C>                    <C>                  <C>                <C>
02-Sep-98            100.00                 100.00               100.00             100.00
31-Dec-98            140.86                 145.58                69.04              92.76
30-Jun-99            172.81                 194.22               211.44             209.19
31-Dec-99            261.77                 259.73               390.36             260.51
30-Jun-00            255.46                 217.45               192.33             216.49
31-Dec-00            157.37                 110.66                48.85              36.13



---------------
NOTE: Stock price performance shown above for the Common Stock is historical and
      not necessarily indicative of future price performance.
</TABLE>


Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding the
beneficial ownership of the Common Stock, as of April 23, 2001 by (i) each
executive officer and director of the Company, (ii) all directors and
executive officers as a group and (iii) shareholders holding 5% or more of
the Common Stock.

<TABLE>
<CAPTION>

                                                                    AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
                                                             -----------------------------------------------------
                                                                            PRESENTLY
                                                                           EXERCISABLE
                                                                             OPTIONS,
                                                                           WARRANTS AND
EXECUTIVE OFFICERS, DIRECTORS                                  COMPANY     CONVERTIBLE
AND PRINCIPAL STOCKHOLDERS (1)                                  STOCK       NOTES (2)        TOTAL      PERCENT
(3)
------------------------------                                ---------    ------------    ---------
-----------

<S>           <C>                                     <C>            <C>         <C>              <C>
Barclay Knapp (4)                                     1,446,997      3,353,607   4,800,604        4.72%
George S. Blumenthal (5)                              1,763,186      2,168,457   3,931,643        3.91%
Richard J. Lubasch (6)                                  301,081        467,670     768,751            *
Patty J. Flynt                                          224,695        304,649     529,344            *
Gregg Gorelick                                          125,639        201,913     327,552            *
Del Mintz (7)                                         1,934,288        157,574   2,091,862        2.12%
Alan J.  Patricof (8)                                   175,201        132,017     307,218            *
Michael A. Peterson                                      76,332        163,755     240,087            *
Warren Potash (9)                                        70,464        155,534     225,998            *
Thomas J. Gravina (10)                                5,862,321      1,236,789   7,099,110        7.13%

All directors and officers as a group
   (10 in number)                                    11,980,204      8,341,965  20,322,169       19.04%

Booth American Company (11)                             600,000     41,801,630  42,401,630       30.25%
Ralph H. Booth II (12)                                   53,000              0      53,000        0.05%
     333 West Fort Street, 12th Floor
     Detroit, MI  48226
Michael Karp (13)                                    19,712,005      5,371,650  25,083,655       24.18%
     c/o University City Housing Company
     1062 East Lancaster Avenue, Ste. 30B
     Rosemont, PA 19010
Ronald Baron (14)                                     6,881,853        449,553   7,331,406        7.42%
Baron Capital Group, Inc. (14)
Bamco, Inc. (14)
Baron Capital Management, Inc. (14)
Baron Asset Fund (14)
     767 Fifth Avenue
     New York, NY 10153
Debra Buruchian (15)                                  5,786,278      1,236,789   7,023,067        7.05%
     c/o ATX Telecommunications Services,
Inc.
     50 Monument Road
     Bala Cynwyd, PA  19004
Media/Communications Partners II Limited              6,320,423              0   6,320,423        6.43%
Partnership (16)
Media/Communications Investors Limited Partnership      195,876              0     195,876        0.20%
(16)
M/CP II Limited Partnership (16)
     c/o Great Hill Partners, LLC
     One Liberty Square
     Boston, MA 02109
Synder Capital Management, L.P. (17)                  4,920,387        355,387   5,275,774        5.34%
Synder Capital Management, Inc. (17)
     350 California Street, Suite 1460
     San Francisco, CA 94104
Prime 66 Partners, L.P. (18)                          4,626,500              0   4,626,500        4.70%
     201 Main Street, Suite 3200
     Fort Worth, Texas 76102

*  Represents less than one percent

(1)               Unless otherwise noted, the business address of each person is
                  110 East 59th Street, New York, NY 10022
(2)               Includes shares of Common Stock purchased upon the
                  exercise of Options which are exercisable or become so in
                  the next 60 days ("Presently Exercisable Options"),
                  warrants and shares of Common Stock purchased upon the
                  conversion of the Company's 6% Convertible Subordinated
                  Notes due 2006 (the "6% Notes").

(3)               Includes Common Stock, Presently Exercisable Options, warrants and 6% Notes.
(4)               Includes $300,000 of the 6% Notes, convertible into 10,952 shares of common stock.
(5)               Includes 4,455 shares of Common Stock owned by trusts for the benefit
                  of Mr. Blumenthal's children. An additional 6,750 shares
                  of Common Stock are owned by Mr. Blumenthal's wife, as to
                  which shares Mr. Blumenthal disclaims beneficial
                  ownership. Also includes 584,840 584,840 shares of common
                  stock and 168,100 options held by Grantor Retained
                  Annuity Trusts.
(6)               Includes 234 shares of Common Stock owned by Mr. Lubasch as custodian for his child,
                  as to which shares Mr. Lubasch disclaims beneficial ownership.
(7)               Includes 57 shares of Common Stock owned by Mr. Mintz's wife, as
                  to which shares Mr. Mintz disclaims beneficial ownership.  Also
                  Includes $700,000 of the 6% Notes, convertible into 25,557 shares of common stock.
(8)               Includes 2,395 shares of Common Stock owned by Mr. Patricof's wife, as to which
                  shares Mr. Patricof disclaims beneficial
                  Ownership.
(9)               Includes $250,000 of the 6% Notes, convertible into 9,126 shares of common stock.
(10)              Includes 96,000 shares of Common Stock held by Mr. Gravina's minor children to which
                  shares Mr. Gravina disclaims beneficial ownership.
(11)              Based solely upon Schedule 13-D, filed with the SEC on April 23, 2001 by Ralph H.
                  Booth II and Booth American Company. Includes 28,000
                  shares of Common Stock held in trust, and 8,000 shares of
                  Common Stock held by members of Mr. Booth's family.
(12)              Based solely upon Schedule 13-D, filed with the SEC on April 23, 2001 by Ralph H.
                  Booth II and Booth American Company.
(13)              Based soley upon Schedule 13D, filed with the SEC on April 23, 2001,
                  by Michael Karp. Includes 1,512,856 shares of Common Stock, and
                  10,000 shares of Series B Preferred Stock convertible into 311,400
                  shares of Common Stock, held by The Florence Karp Trust.
(14)              Based upon Schedule 13-G (Amendment No. 1), dated February 14, 2001, filed by Ronald
                  Baron, Baron Capital Group, Inc., Bamco,
                  Inc., Baron Capital Management, Inc. and Baron Asset Fund with the SEC. Includes
                  $9,998,774 of the 6% Notes, convertible into 365,052 shares of common stock.
(15)              Based solely upon Schedule 13 G, filed the SEC on April 23, 2001, by Debra
                  Buruchian.  Includes 80,000 shares of Common
                  Stock held by Ms. Buruchian's minor child.
(16)              Based upon Form 3's, filed with the SEC on October 20, 2000, by Media/Communications
                  Partners II Limited Partnership,
                  Media/Communications Investors Limited Partnership and M/CP II Limited Partnership
(17)              Based soley upon Schedule 13-G, filed with the SEC on February 15, 2001, by Synder
                  Capital Management, L.P., and Synder
                  Capital Management, Inc.
(18)              Based soley upon Schedule 13-G (Amendment No.2), filed with the SEC on February 13,
                  2001, by Prime 66 Partners, L.P.
</TABLE>


 Item 13.         Certain Relationships and Related Transactions

         On April 12, 2001, the Company sold $15 million of an unsecured
convertible note of the Company to NTL. In addition, concurrently with the
sale of the note and without additional compensation, the Company entered
into a network and software agreement with NTL. Under the agreement, the
Company will provide U.S. network access on the Company's network for U.K.
Internet traffic from NTL's U.K. customers, as well as a royalty free
license to use certain billing and provisioning software and know-how.
Barclay Knapp, George Blumenthal, Richard Lubasch and Gregg Gorelick are
executive officers of both the Company and NTL. In addition, Barclay Knapp,
Warren Potash, Del Mintz, George Blumenthal and Alan Patricof are directors
of the Company and NTL. In the light of this relationship, the independent
directors of the Company examined the transaction with NTL and the Board of
Directors of the Company determined that the transaction was inherently
fair to the Company and provided the Company with benefits that exceeded
those that could be obtained from a third party.

         CoreComm-ATX headquarters and executive offices and primary
technical operations facility are leased from entities controlled by
Michael Karp, who was the Chief Executive Officer of ATX prior to its
acquisition by the Company, and is currently a 24.18% beneficial owner of
the Company. CoreComm-ATX currently pays approximately $1 million per year
in rent for headquarters/executive offices and approximately $450,000 per
year in rent for its primary technical operations facility.

         University City Housing ("UCH"), an entity controlled by Michael
Karp, provided general accounting, cash management, tax return preparation,
payroll and human resources services to CoreComm-ATX. CoreComm-ATX paid UCH
approximately 0.38% of its gross annual receipts for providing these
services. For the period September 29, 2000 (the date of acquisition) to
December 31, 2000, CoreComm-ATX paid UCH approximately $150,000 for
providing these services.


                                 SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the under signed thereunto duly authorized.
Dated: April 30, 2001

                              CORECOMM LIMITED
                              By: /s/ RICHARD J. LUBASCH
                              --------------------------
                              Senior Vice President,
                              General Counsel
                               and Secretary

         Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Registrant in the capacities and on the date indicated.

SIGNATURE                              TITLE                         DATE

/s/ GEORGE S. BLUMENTHAL   Chairman of the Board and           April 30, 2001
------------------------   Director
George S. Blumenthal

/s/ BARCLAY KNAPP          Principal Executive and Financial   April 30, 2001
------------------------   Officer and Director
Barclay Knapp

/s/ GREGG GORELICK         Principal Accounting Officer        April 30, 2001
------------------------
Gregg Gorelick

/s/ DEL MINTZ              Director                            April 30, 2001
------------------------
Del Mintz

/s/ ALAN J. PATRICOF       Director                            April 30, 2001
------------------------
Alan J. Patricof

/s/ WARREN POTASH          Director                            April 30, 2001
------------------------
Warren Potash