UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2001
                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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 Identification No.)
  incorporation or organization)


110 East 59th Street, New York, New York                   10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)


                                 (212) 906-8485
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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.

                      Yes X                  No
                         ---                    ----

The number of shares  outstanding  of the issuer's  common stock as of September
30, 2001 was 98,370,746.

<PAGE>

                        CoreComm Limited and Subsidiaries



                                      Index




PART I.  FINANCIAL INFORMATION                                              Page
------------------------------                                              ----

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets -
         September 30, 2001 and December 31, 2000 ..........................   2

         Condensed Consolidated Statements of Operations -
         Three and nine months ended September 30, 2001 and 2000  ..........   3

         Condensed Consolidated Statement of Shareholders' Equity
         (Deficiency) - Nine months ended September 30, 2001  ..............   4

         Condensed Consolidated Statements of Cash Flows -
         Nine months ended September 30, 2001 and 2000  ....................   5

         Notes to Condensed Consolidated Financial Statements ..............   6

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition ................................  17

Item 3.  Quantitative and Qualitative Disclosures about Market Risk ........  27


PART II. OTHER INFORMATION
--------------------------

Item 3.  Defaults Upon Senior Securities....................................  29

Item 4.  Submission of Matters to a Vote of Security Holders................  29

Item 5.  Other Information..................................................  29

Item 6.  Exhibits and Reports on Form 8-K ..................................  30

SIGNATURES .................................................................  31
----------


<PAGE>

                        CoreComm Limited and Subsidiaries

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                             CoreComm Limited and Subsidiaries
                                           Condensed Consolidated Balance Sheets
                                                                                        September 30,        December 31,
                                                                                             2001                2000
                                                                                     -------------------------------------
<S>                                                                                       <C>               <C>
Assets                                                                                  (Unaudited)         (See Note)
Current assets:
   Cash and cash equivalents                                                              $46,953,000       $  25,802,000
   Marketable securities                                                                            -           4,715,000
   Accounts receivable-trade, less allowance for doubtful accounts of
     $9,251,000  (2001) and $11,034,000 (2000)                                             36,337,000          34,344,000
   Due from NTL Incorporated                                                                        -          17,206,000
   Other                                                                                    4,748,000          10,289,000
                                                                                     -------------------------------------
Total current assets                                                                       88,038,000          92,356,000

Fixed assets, net of accumulated depreciation of $71,051,000 (2001)
  and $41,444,000 (2000)                                                                  120,532,000         179,651,000
Goodwill, net of accumulated amortization of $98,333,000 (2001)
  and $42,028,000 (2000)                                                                  355,448,000         600,859,000
Intangible assets, net                                                                      5,790,000           6,092,000
Other, net of accumulated amortization of $2,836,000 (2001)
  and $1,480,000 (2000)                                                                    22,700,000          30,805,000
                                                                                     -------------------------------------
                                                                                         $592,508,000        $909,763,000
                                                                                     =====================================
Liabilities and shareholders' equity (deficiency)
Current liabilities:
  Accounts payable                                                                       $ 44,785,000       $  73,133,000
  Accrued expenses                                                                         96,254,000          90,243,000
  Due to NTL Incorporated                                                                     287,000                   -
  Current portion of long-term debt, notes payable and capital lease obligations           43,511,000          22,921,000
  Deferred revenue                                                                         29,896,000          29,701,000
                                                                                     -------------------------------------
Total current liabilities                                                                 214,733,000         215,998,000

Long-term debt                                                                            404,486,000         358,624,000
Notes payable to related parties, less unamortized discount                                32,869,000          16,170,000
Capital lease obligations                                                                     324,000           2,693,000

Commitments and contingent liabilities

Shareholders' equity (deficiency):
  Series preferred stock - $.01 par value, authorized 5,000,000 shares:
     Series A, liquidation preference $54,413,000; issued and outstanding
       51,000 shares                                                                                -                   -
     Series B, liquidation preference $261,524,000; issued and outstanding
       250,000  shares                                                                          3,000               3,000
     Series C,  none issued or outstanding                                                          -                   -
  Common stock - $.01 par value, authorized 600,000,000 shares; issued and
    outstanding 98,371,000 (2001) and 72,029,000 (2000) shares                                984,000             720,000
   Additional paid-in capital                                                             788,911,000         781,357,000
   Deferred non-cash compensation                                                         (11,936,000)        (21,638,000)
   (Deficit)                                                                             (827,292,000)       (433,590,000)
                                                                                     -------------------------------------
                                                                                          (49,330,000)        326,852,000
   Treasury stock at cost, 1,329,000 shares                                               (10,574,000)        (10,574,000)
                                                                                     -------------------------------------
                                                                                          (59,904,000)        316,278,000
                                                                                     -------------------------------------
                                                                                         $592,508,000        $909,763,000
                                                                                     =====================================
Note:  The balance sheet at December 31, 2000 has been derived from the audited balance sheet at that date.
See accompanying notes.

                                                             2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                 CoreComm Limited and Subsidiaries

                                         Condensed Consolidated Statements of Operations
                                                           (Unaudited)


                                                   Three Months Ended September 30,            Nine Months Ended September 30,
                                                        2001               2000                    2001              2000
                                              -----------------------------------------    --------------------------------------
<S>                                               <C>                   <C>                   <C>                 <C>
Revenues                                          $  74,307,000         $  18,263,000         $  220,487,000      $  56,619,000

Costs and expenses
Operating                                            54,760,000            25,746,000            175,942,000         77,446,000
Selling, general and administrative                  20,879,000            23,123,000             75,847,000         72,044,000
Corporate                                             1,194,000             3,363,000              6,714,000          8,559,000
Non-cash compensation                                 3,234,000             3,234,000              9,702,000         35,420,000
Reorganization charges                                3,910,000              (243,000)            37,395,000            775,000
Write-down of intangibles                                    -                      -            167,599,000                 -
Depreciation                                         11,006,000             7,389,000             34,652,000         19,494,000
Amortization                                         20,784,000             3,477,000             75,392,000          9,812,000
                                              -----------------------------------------    --------------------------------------
                                                    115,767,000            66,089,000            583,243,000        223,550,000
                                              -----------------------------------------    --------------------------------------
Operating (loss)                                    (41,460,000)          (47,826,000)          (362,756,000)      (166,931,000)

Other income (expense)
Interest income and other, net                          570,000             1,626,000              2,026,000          5,476,000
Interest expense                                    (13,353,000)           (3,900,000)           (35,422,000)       (11,434,000)
                                              -----------------------------------------    --------------------------------------
(Loss) before income taxes
   and extraordinary item                           (54,243,000)          (50,100,000)          (396,152,000)      (172,889,000)
Income tax benefit (provision)                           82,000               (49,000)               234,000           (321,000)
                                              -----------------------------------------    --------------------------------------
(Loss) before extraordinary item                    (54,161,000)          (50,149,000)          (395,918,000)      (173,210,000)
Gain from early extinguishment of debt                2,216,000                     -              2,216,000                  -
                                              -----------------------------------------    --------------------------------------
Net (loss)                                         $(51,945,000)         $(50,149,000)         $(393,702,000)     $(173,210,000)
                                              =========================================    ======================================

Basic and diluted net (loss) per common share:
(Loss) before extraordinary item                         $(0.59)               $(1.24)                $(4.70)            $(4.35)
Extraordinary item                                         0.02                     -                   0.03                  -
                                              -----------------------------------------    --------------------------------------
Net (loss) per common share                              $(0.57)               $(1.24)                $(4.67)            $(4.35)
                                              =========================================    ======================================

See accompanying notes.

                                                               3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       CoreComm Limited and Subsidiaries

                     Condensed Consolidated Statement of Shareholders' Equity (Deficiency)
                                                  (Unaudited)


                                   Series A         Series B Preferred
                               Preferred Stock             Stock                 Common Stock
                              -------------------   --------------------   -------------------------
                               Shares      Par       Shares      Par          Shares        Par
                              ---------- --------   ---------- ---------   ----------    -----------
<S>                           <C>        <C>        <C>        <C>          <C>           <C>
Balance, December 31, 2000     51,000     $   -      250,000    $3,000       72,029,000    $720,000
Exercise of stock options                                                         3,000           -
Common stock issued for
   dividend on preferred
   stock                                                                        542,000       6,000
Accreted dividends on
   preferred stock
Common stock issued for
   interest on senior
   unsecured notes                                                           25,423,000     254,000
Conversion of 6%
   convertible subordinated
   notes                                                                        374,000       4,000
Warrants issued in
   connection with financing
Non-cash compensation
   expense
Net (loss) for the nine
   months ended
   September 30, 2001
                               ------     -----      -------    ------       ----------    --------
Balance, September 30, 2001    51,000     $   -      250,000    $3,000       98,371,000    $984,000
                               ======     =====      =======    ======       ==========    ========
</TABLE>

<TABLE>
<CAPTION>
                                   Additional       Deferred                             Treasury Stock
                                     Paid-In        Non-Cash                        -------------------------
                                     Capital      Compensation       (Deficit)        Shares        Amount
                                  ------------    ------------     -------------    ----------   ------------
<S>                               <C>              <C>             <C>              <C>          <C>
Balance, December 31, 2000        $781,357,000    $(21,638,000)    $(433,590,000)   (1,329,000)   $(10,574,000)
Exercise of stock options                4,000
Common stock issued for
   dividend on preferred
   stock                             1,869,000
Accreted dividends on
   preferred stock                 (13,321,000)
Common stock issued for
   interest on senior
   unsecured notes                   3,305,000
Conversion of 6%
   convertible subordinated
   notes                            10,246,000
Warrants issued in
   connection with financing         5,451,000
Non-cash compensation
    expense                                          9,702,000
Net (loss) for the nine
   months ended
   September 30, 2001                                               (393,702,000)
                                  ------------    ------------     -------------    ----------   ------------
Balance, September 30, 2001       $788,911,000    $(11,936,000)    $(827,292,000)   (1,329,000)  $(10,574,000)
                                  ============    ============     =============    ==========   ============


See accompanying notes.

                                                       4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       CoreComm Limited and Subsidiaries

                                Condensed Consolidated Statements of Cash Flows
                                                  (Unaudited)


                                                                            Nine Months Ended September 30,
                                                                              2001                   2000
                                                                      ------------------------------------------

<S>                                                                       <C>                   <C>
Net cash (used in) operating activities                                   $(58,212,000)         $(112,320,000)

Investing activities
Purchase of fixed assets                                                    (4,384,000)           (43,573,000)
Acquisitions, net of cash acquired                                                   -            (92,320,000)
Purchase of marketable securities                                                    -            (36,021,000)
Proceeds from sales of marketable securities                                 4,775,000            114,870,000
                                                                      ------------------------------------------
Net cash provided by (used in) investing activities                            391,000            (57,044,000)

Financing activities
Proceeds from borrowing, net of financing costs                             88,679,000             71,161,000
Proceeds from issuance of preferred stock                                            -             50,000,000
Proceeds from exercise of stock options and warrants                             4,000             12,462,000
Principal payments                                                          (3,991,000)            (4,217,000)
Principal payments of capital lease obligations                             (5,720,000)           (11,766,000)
                                                                      ------------------------------------------
Net cash provided by financing activities                                   78,972,000            117,640,000
                                                                      ------------------------------------------
Increase (decrease) in cash and cash equivalents                            21,151,000            (51,724,000)
Cash and cash equivalents at beginning of period                            25,802,000             86,685,000
                                                                      ------------------------------------------
Cash and cash equivalents at end of period                                 $46,953,000            $34,961,000
                                                                      ==========================================

Supplemental disclosure of cash flow information
 Cash paid for interest                                                    $15,465,000            $13,752,000
 Income taxes paid                                                                   -                364,000

Supplemental schedule of non-cash investing activities
 Liabilities incurred to acquire fixed assets                               $6,450,000            $37,529,000
 Common stock, preferred stock and warrants issued for  acquisitions                 -            400,665,000
 Notes issued for acquisitions                                                       -             94,015,000

Supplemental schedule of non-cash financing activities
 Common stock issued for dividend on preferred stock                        $1,875,000                     $-
 Common stock issued for interest on senior unsecured notes                  3,559,000                      -
 Conversion of convertible notes                                            10,250,000                      -
 Warrants issued in connection with financing                                5,451,000                      -


See accompanying notes.

                                                       5
</TABLE>
<PAGE>
                        CoreComm Limited and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 1.   Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three and nine months ended September
30, 2001 are not necessarily  indicative of the results that may be expected for
the year  ending  December  31,  2001.  For  further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's annual report on Form 10-K for the year ended December 31, 2000.

Certain amounts have been reclassified to conform to the 2001 presentation.

Note 2.   Business

In April 2001,  the Company  completed a  reevaluation  of its business  plan in
light of current market conditions and has made significant modifications to its
plans. The Company is devoting its resources to the more profitable areas of its
business and is  substantially  reducing its operations and related costs in the
other areas of its  business.  The Company is currently  engaged in a process to
potentially sell its non-competitive  local exchange carrier ("CLEC") assets and
businesses, and has retained advisors for the purpose of conducting this sale.

The Company anticipates that it will have sufficient cash to execute its revised
business plan into 2002, but will require additional  financing in 2002 until it
generates  sufficient  cash to fund its debt service.  The Company's  ability to
raise additional capital in the future will be dependent on a number of factors,
such as general economic and market conditions, which are beyond its control. If
the  Company  is  unable  to  obtain  additional  financing  or to  obtain it on
favorable  terms,  it may be required to further reduce its  operations,  forego
attractive business  opportunities,  or take other actions which could adversely
affect its business, results of operations and financial condition.

On October  31,  2001,  the Company  announced  its  program to  recapitalize  a
significant  portion of its debt, and, as part of this process,  recently signed
agreements for transactions that would allow the Company to retire approximately
$146 million of its $164.75  million  outstanding  6%  Convertible  Subordinated
Notes.  The  recapitalization  plan is an alternative  to additional  financing.
Depending upon the success of the  recapitalization  plan,  additional financing
may be  unnecessary  in 2002 and for the  foreseeable  future.  There  can be no
assurance  that: (a) actual costs will not exceed the amounts  estimated or that
additional funding  substantially in excess of the amounts estimated will not be
required,  (b) the  Company  and  its  subsidiaries  will  be  able to  generate
sufficient cash from operations to meet capital  requirements,  debt service and
other  obligations  when  required,  (c) the Company will be able to access such
cash flow, (d) the Company will be able to sell non-CLEC  assets and businesses,
(e) the Company will not be adversely  affected by interest  rate  fluctuations,
(f) the Company will be able to recapitalize a significant  portion of its debt,
or (g) the Company  will be able to obtain  additional  financing  in 2002.  The
Company  continues to review its operations and may incur additional  charges in
the future related to its operations.

                                       6
<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 3.   Recent Accounting Pronouncements

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting  Standards ("SFAS") No. 141, "Business  Combinations," and
No. 142, "Goodwill and Other Intangible  Assets." SFAS No. 141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after  June  30,  2001.  Use of the  pooling-of-interests  method  is no  longer
permitted.  SFAS No. 141 also includes  guidance on the initial  recognition and
measurement  of  goodwill  and other  intangible  assets  acquired in a business
combination  that is  completed  after  June 30,  2001.  SFAS  No.  142 ends the
amortization of goodwill and indefinite-lived  intangible assets. Instead, these
assets must be reviewed  annually (or more frequently under certain  conditions)
for impairment in accordance  with this  statement.  This impairment test uses a
fair value approach rather than the undiscounted  cash flow approach  previously
required by SFAS No. 121,  "Accounting  for the Impairment of Long-Lived  Assets
and for Long-Lived Assets to Be Disposed Of." Intangible assets that do not have
indefinite  lives will  continue to be  amortized  over their  useful  lives and
reviewed for impairment in accordance with SFAS No. 121. The Company is required
to adopt SFAS No. 142 as of January 1, 2002.  It is likely that the Company will
write-down a  significant  portion of its goodwill upon the adoption of SFAS No.
142,  although the Company has not completed  its analysis.  As of September 30,
2001,  the  carrying  value  of  goodwill  is  $355.4  million,  and the  annual
amortization expense is $87.7 million. In addition, the Company is reviewing the
carrying value of its long-lived  assets for impairment in accordance  with SFAS
No. 121,  although it is not  currently  possible to predict the outcome of this
review.

Note 4.   Revenues

The following is the revenues from external  customers for each of the Company's
communication services:

<TABLE>
<CAPTION>
                                        Three Months Ended September 30,            Nine Months Ended September 30,
                                           2001                  2000                   2001                2000
                                   ---------------------------------------     --------------------------------------
                                                                     (in thousands)
<S>                                       <C>                  <C>                     <C>                <C>
Local Exchange Services                   $23,604              $12,134                 $71,026            $39,058
Toll-related Telephony Services            19,254                2,494                  60,876              6,919
Internet, Data and Web-related
  Services                                 23,879                3,135                  69,240              9,324
Other (a)                                   7,570                  500                  19,345              1,318
                                   ---------------------------------------     --------------------------------------
                                          $74,307              $18,263                $220,487            $56,619
                                   =======================================     ======================================
</TABLE>

(a)      Other includes wireless, paging and information services.

                                       7
<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 5.   Intangible Assets

Intangible assets consist of:
<TABLE>
<CAPTION>
                                                                                September 30,        December 31,
                                                                                    2001                 2000
                                                                             ------------------------------------
                                                                                (Unaudited)
<S>                                                                              <C>                  <C>
LMDS license costs                                                               $4,230,000           $4,230,000
Workforce, net of accumulated amortization of $250,000 (2001)
  and $198,000 (2000)                                                                     -               52,000
Customer lists, net of accumulated amortization of $780,000 (2001)
  and $530,000 (2000)                                                             1,560,000            1,810,000
                                                                             ------------------------------------
                                                                                 $5,790,000           $6,092,000
                                                                             ====================================
</TABLE>

On September 29, 2000, the Company completed two significant  acquisitions.  The
Company acquired  Voyager.net,  Inc.  ("Voyager"),  a large independent Internet
communications  company  focused  on  the  Midwestern  United  States,  and  ATX
Telecommunications Services, Inc. ("ATX"), a CLEC providing integrated voice and
high-speed data services,  including long distance,  local, wireless and network
services  through the use of telephone  switching  equipment and other  physical
facilities  in the  New  York  -  Virginia  corridor.  These  acquisitions  were
accounted  for as  purchases,  and,  accordingly  the net assets and  results of
operations  of  the  acquired  businesses  were  included  in  the  consolidated
financial statements from the date of acquisition.  The aggregate purchase price
of $615.9 million  exceeded the estimated  fair value of net assets  acquired by
$585.9 million, which was allocated to goodwill.

The pro forma unaudited  consolidated  results of operations for the nine months
ended September 30, 2000 assuming consummation of the acquisitions as of January
1, 2000 are as follows:

  Total revenue                                               $222,943,000
  Net (loss)                                                  (263,245,000)
  Basic and diluted net (loss) per share                             (3.98)

At March 31, 2001, the Company reduced the carrying  amount of goodwill  related
to the Voyager and MegsINet acquisitions by $167,599,000. In connection with the
reevaluation  of its business plan and the decision to sell its non-CLEC  assets
and  businesses,  the Company was required to report all  long-lived  assets and
identifiable  intangibles  to be disposed of at the lower of carrying  amount or
estimated fair value less cost to sell. The carrying amount of goodwill  related
to these  acquisitions is eliminated before reducing the carrying amounts of the
other assets.  The estimated fair value of these businesses was determined based
on  information  provided by the  investment  bank  retained  for the purpose of
conducting this sale.

                                       8

<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


Note 6.   Fixed Assets

Fixed assets consist of:
<TABLE>
<CAPTION>
                                                          September 30,          December 31,
                                                               2001                    2000
                                                     ---------------------------------------------
                                                           (Unaudited)

<S>                                                        <C>                     <C>
  Operating equipment                                      $122,526,000            $124,335,000
  Computer hardware and software                             52,949,000              53,471,000
  Other equipment                                            13,907,000              21,192,000
  Construction-in-progress                                    2,201,000              22,097,000
                                                     ---------------------------------------------
                                                            191,583,000             221,095,000
  Accumulated depreciation                                  (71,051,000)            (41,444,000)
                                                     ---------------------------------------------
                                                           $120,532,000            $179,651,000
                                                     =============================================
</TABLE>

Note 7.   Accrued Expenses

Accrued expenses consist of:
<TABLE>
<CAPTION>
                                                           September 30,          December 31,
                                                                2001                    2000
                                                      ---------------------------------------------
                                                            (Unaudited)

<S>                                                           <C>                   <C>
  Payroll and related                                         $7,156,000            $  5,032,000
  Professional fees                                            1,013,000               2,995,000
  Taxes, including income taxes                               12,878,000              14,829,000
  Accrued equipment purchases                                    180,000              14,460,000
  Toll and interconnect                                       37,982,000              20,628,000
  Interest                                                     9,049,000               4,495,000
  Dividends                                                   14,850,000               3,405,000
  Acquisition costs                                            1,360,000              16,090,000
  Reorganization costs                                         8,183,000                       -
  Other                                                        3,603,000               8,309,000
                                                      ---------------------------------------------
                                                             $96,254,000             $90,243,000
                                                      =============================================
</TABLE>

                                       9
<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 8.   Long-Term Debt

Long-term debt consists of:
<TABLE>
<CAPTION>
                                                                           September 30,            December 31,
                                                                                2001                     2000
                                                                       --------------------------------------------
                                                                            (Unaudited)
<S>                                                                           <C>                    <C>
  6% Convertible Subordinated Notes                                           $164,750,000           $175,000,000
  Senior secured credit facility, less  unamortized
    discount of $9,164,000 (2001) and none (2000)                              146,936,000             91,100,000
  Senior unsecured notes due 2003, less unamortized discount of
    $10,003,000 (2001) and $13,433,000 (2000)                                   95,676,000             95,236,000
  10.75% unsecured convertible notes plus accrued interest                      10,502,000                      -
  Equipment payable, less unamortized discount of  $1,134,000                   16,032,000                      -
  Working capital promissory note, interest at 8.5%                              1,225,000              1,496,000
  Note payable for equipment, interest at 12.75%                                   800,000              3,331,000
  Other                                                                             66,000                160,000
                                                                       --------------------------------------------
                                                                               435,987,000            366,323,000
  Less current portion                                                          31,501,000              7,699,000
                                                                       --------------------------------------------
                                                                              $404,486,000           $358,624,000
                                                                       ============================================
</TABLE>

In September  2000,  subsidiaries  of the Company  entered into a senior secured
credit  facility with The Chase Manhattan Bank as lender,  administrative  agent
and collateral  agent.  The senior secured credit  facility  provides for both a
term loan facility and a revolving credit facility.  In April 2001, the facility
was amended and restated.  The aggregate  amount available was amended to $156.1
million of which the term loan  facility  is $106.1  million  and the  revolving
credit facility is $50 million.  In addition,  the interest rate was amended to,
at the Company's option,  either 3.5% per annum plus the base rate, which is the
higher of the  prime  rate or the  federal  funds  effective  rate plus 0.5% per
annum,  or the  reserve-adjusted  London  Interbank  Offered  Rate plus 4.5% per
annum.  At  September  30,  2001,  the  effective  interest  rate on the amounts
outstanding was 8.29%. Beginning October 12, 2001 and ending April 12, 2002, the
interest rate is 6.86%.

America  Online,  Inc.  ("AOL") is a lender in the amended credit  facility.  In
connection  with the  financing  in  April  2001,  the  Company  entered  into a
marketing  agreement with AOL to market a joint CoreComm/AOL  bundled package in
the Company's market areas. The Company also committed to purchase $22.5 million
in  advertising  from  AOL of which  $7.5  million  was  paid in April  2001 for
advertising  to be utilized in 2001.  The  remainder  is for  advertising  to be
utilized in 2002. In addition,  in connection  with the financing in April 2001,
the Company issued  warrants to purchase  shares of the Company's  common stock.
The  estimated  value  of the  warrants  plus  the  excess  of  the  advertising
commitment over its estimated fair value to the Company aggregating  $12,454,000
was recorded as a debt discount in April 2001.

                                       10
<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 8.   Long-Term Debt (continued)

In April  2001,  the  Company  issued  to Booth  American  Company  $10  million
aggregate  principal amount of 10.75% unsecured  convertible  notes. These notes
will mature in April 2011.  Interest on the notes is at an annual rate of 10.75%
payable semiannually on October 15 and April 15 of each year, commencing October
15,  2001.  The  interest  is  payable  in kind by the  issuance  of  additional
unsecured convertible notes in such principal amount as shall equal the interest
payment that is then due. These notes are convertible into common stock prior to
maturity at a conversion  price of $1.00 per share,  subject to adjustment.  The
additional notes issued for interest will have an initial conversion price equal
to 120% of the weighted  average closing price of the Company's common stock for
a specified  period.  These notes are  redeemable,  in whole or in part,  at the
Company's  option, at any time on or after April 12, 2003, at a redemption price
of 103.429% that declines  annually to 100% in April 2007, in each case together
with accrued and unpaid interest to the redemption date.

In April 2001,  $10,250,000  aggregate  principal  amount of the 6%  Convertible
Subordinated  Notes  was  converted  into  approximately  374,000  shares of the
Company's common stock.

In May 2001,  the Company  entered into an agreement  with one of its  equipment
vendors whereby  $17,166,000 due to the vendor will be paid in three payments in
January,  May and August 2002.  Based on the imputed  interest rate of 9.11% per
annum,  a discount of $1,612,000  was recorded as a reduction to fixed assets in
May 2001.

In September 2001, the Company and the holder of the $3,016,000 principal amount
12.75% note payable for equipment agreed to a modification of the note such that
the principal  amount was reduced to $800,000 which was paid on October 1, 2001.
The Company recorded an extraordinary  gain on the early  extinguishment of debt
of $2,216,000  for the  difference  between the  $3,016,000  obligation  and the
$800,000 liability.

In October 2001, the Company announced that it had signed binding agreements for
transactions that would allow the Company to retire  approximately  $146 million
principal amount of the 6% Convertible  Subordinated  Notes.  Under the terms of
the agreements, if the Company determines to close the transactions, in exchange
for retiring  their Notes,  the Company will pay each holder that has signed the
agreement:  (1) a cash payment equal to the October 1, 2001 interest payment due
to such holder, and (2) shares of common stock of the Company,  which will equal
in the aggregate 5% of the outstanding  equity of the  recapitalized  Company on
the basis of 100% of the current outstanding principal amount of the Notes being
exchanged.  The agreements terminate on December 15, 2001 if the Company has not
determined to close the transactions by that time. If the agreements  terminate,
each holder  that has signed the  agreement  will  receive 50% of the October 1,
2001 interest  payment due to such holder.  The  agreements  include a waiver of
interest  currently due under the Notes, as well as an agreement not to take any
action with respect to the Notes at least through December 15, 2001. The Company
announced that these  agreements are part of a larger program to  recapitalize a
significant  portion of its other debt. The Company's  decision whether to close
the transactions on the Notes will be based, in part, on agreements reached with
respect to the Company's other debt.

                                       11

<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


Note 9.   Related Party Transactions

Notes payable to related parties consists of:
<TABLE>
<CAPTION>
                                                                           September 30,             December 31,
                                                                                2001                     2000
                                                                       --------------------------------------------
                                                                            (Unaudited)
<S>                                                                            <C>                    <C>
  10.75% senior unsecured  convertible  notes,  plus
     accrued interest due 2010                                                 $17,494,000            $16,170,000
  10.75% unsecured  convertible notes plus accrued
     interest due 2011, less unamortized discount of $377,000                   15,375,000                      -
                                                                       --------------------------------------------
                                                                               $32,869,000            $16,170,000
                                                                       ============================================
</TABLE>

Some of the officers and directors of the Company are also officers or directors
of NTL  Incorporated  ("NTL").  In April  2001,  the  Company  issued to NTL $15
million  aggregate  principal amount of 10.75% unsecured  convertible  notes. In
addition,  in April 2001, the Company issued warrants to NTL, and entered into a
network and software  agreement with NTL. The estimated value of the warrants of
$397,000 was recorded as a debt discount in April 2001.  Pursuant to the network
and software  agreement  with NTL, the Company will provide U.S.  network access
for U.K. Internet traffic from NTL's U.K.  customers for three years, as well as
a royalty free license to use certain provisioning software and know-how.

The 10.75% unsecured  convertible  notes will mature in April 2011.  Interest on
the notes is at an annual rate of 10.75% payable  semiannually on October 15 and
April 15 of each year,  commencing  October 15, 2001. The interest is payable in
kind by the issuance of additional unsecured convertible notes in such principal
amount as shall equal the  interest  payment  that is then due.  These notes are
convertible  into common stock prior to maturity at a conversion  price of $1.00
per share, subject to adjustment.  The additional notes issued for interest will
have an initial  conversion  price equal to 120% of the weighted average closing
price of the  Company's  common  stock for a specified  period.  These notes are
redeemable,  in whole or in part,  at the  Company's  option,  at any time on or
after April 12, 2003, at a redemption  price of 103.429% that declines  annually
to 100% in April 2007, in each case together with accrued and unpaid interest to
the redemption date.

NTL  provides  the  Company  with  management,  financial,  legal and  technical
services,  access to office space and  equipment  and use of  supplies.  Amounts
charged to the Company by NTL consist of salaries and direct costs  allocated to
the  Company  where  identifiable,  and a  percentage  of the  portion  of NTL's
corporate  overhead  which cannot be  specifically  allocated to NTL.  Effective
January 1, 2001, the percentage used to allocate corporate overhead was reduced.
It is not practicable to determine the amounts of these expenses that would have
been incurred had the Company operated as an unaffiliated entity. In the opinion
of management,  this allocation method is reasonable.  For the nine months ended
September  30, 2001 and 2000,  NTL charged the Company  $340,000  and  $907,000,
respectively, which is included in corporate expenses.

                                       12

<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 9.   Related Party Transactions (continued)

A subsidiary of the Company provides billing and software  development  services
to  subsidiaries  of NTL.  General and  administrative  expenses were reduced by
$1,428,000  and $709,000 for the nine months ended  September 30, 2001 and 2000,
respectively as a result of the charges for these services.

In March  2000,  the  Company and NTL  announced  that they had entered  into an
agreement to link their  networks in order to create an  international  Internet
backbone which  commenced  operations in February  2001. The Company  recognized
revenue of $255,000 for the network usage in the nine months ended September 30,
2001.

Note 10.  Options, Warrants and Preferred Stock

In June 2001,  the Board of Directors  approved the  repricing of certain  stock
options  granted to  employees.  George  Blumenthal,  the Chairman of the Board,
Barclay Knapp, the President,  and the Board of Directors did not participate in
the repricing.  Options to purchase an aggregate of  approximately  10.2 million
shares of the Company's  common stock with an average  exercise  price of $10.70
per share were  repriced to $.25,  $.75 or $1.25 per share,  depending  upon the
original   exercise   price.   In  accordance   with  APB  No.  25  and  related
interpretations,  the  Company  is  accounting  for the  repriced  options  as a
variable plan. The Company will recognize non-cash  compensation expense for the
difference between the quoted market price of the Company's common stock and the
exercise price of the repriced options while the options remain outstanding. The
Board of Directors has taken this action to continue to provide the  appropriate
performance incentives to those affected.

In connection  with the amendment and  restatement  of the senior secured credit
facility  in April  2001,  the  Company  issued to lenders  warrants to purchase
approximately  10.6 million  shares of its common stock at an exercise  price of
$.01 per share that expire in April 2011.  Warrants to purchase an  aggregate of
approximately  1.4 million  shares of common stock  issued in December  2000 and
January 2001 were canceled upon the issuance of these new warrants.

In addition,  in connection  with the issuance of 10.75%  unsecured  convertible
notes in April 2001, the Company  amended the  conversion  price of the Series A
preferred stock issued in September 2000 to Booth American Company to $1.75 from
$14.36.  Effective  July 2001,  the  conversion  price of the Series A preferred
stock was reduced by 5% to $1.66 upon the  Company's  failure to declare and pay
dividends  on the Series A  preferred  stock for two  consecutive  periods.  The
conversion price will continue to be reduced by 5% for each succeeding period of
two dividend periods as to which dividends shall not be declared and paid, up to
an aggregate reduction of $1.00.

                                       13

<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 11.  Reorganization Charges

Reorganization   charges  of   $37,395,000  in  2001  relate  to  the  Company's
announcements  in May and July 2001 that it was  taking  additional  actions  to
reorganize,  re-size and reduce operating costs and create greater efficiency in
various areas of the Company. An aggregate of $21,497,000 of these costs are for
equipment  and other assets that will not require any future cash  outlays.  The
employee  severance  and  related  costs  in 2000  were  for  approximately  250
employees  to be  terminated,  none of whom are still  employed by the  Company.
These costs in 2001 are for  approximately  630  employees to be  terminated  of
which  approximately  40  employees  are still  employed  by the  Company  as of
September  30,  2001.  The major  actions  involved  in the 2001  reorganization
include (1)  consolidation  of functions  such as network  operations,  customer
service  and  finance,  (2)  initiatives  to  increase  gross  margins  and  (3)
discussions  with vendors to reduce or  eliminate  current  payable  balances or
purchase  commitments.  The  consolidation  of  functions  resulted  in employee
terminations and the closing of offices.  Employee  severance and related costs,
lease exit costs and fixed assets and  prepayment  write-downs  include  charges
related to these  actions.  Initiatives  to increase  gross margins  resulted in
consolidation of network assets and elimination of redundant and less profitable
facilities.  Charges for these actions include lease exit costs and fixed assets
and  prepayment  write-downs.  Finally,  reductions or  elimination  of purchase
commitments resulted in agreement  termination charges. All of these actions are
expected  to be  completed  by June  30,  2002.  Fixed  assets  and  prepayments
written-off  include $5.3 million related to vacated offices,  $13.4 million for
network assets in abandoned  markets and $2.8 million for prepayments in respect
of ILEC facilities in abandoned markets.

The following table summarizes the reorganization  charges incurred and utilized
in 2000 and 2001:

<TABLE>
<CAPTION>
                                   Employee                                                  Fixed
                                  Severance            Lease                                Assets
                                 And Related            Exit            Agreement             And
                                    Costs              Costs           Terminations       Prepayments         Total
                               ------------------------------------------------------------------------------------------
                                                                     (in thousands)
<S>                               <C>                 <C>                <C>                <C>             <C>
Charged to expense                 $2,089              $1,917                 $-                 $-           $4,006
Utilized                             (775)             (1,396)                 -                  -           (2,171)
                               ------------------------------------------------------------------------------------------
Balance, December 31, 2000          1,314                 521                  -                  -            1,835
Charged to expense                  3,262               6,977              6,582             21,883           38,704
Adjustments                          (996)                 73                  -               (386)          (1,309)
Utilized                           (2,701)             (4,137)            (2,712)           (21,497)         (31,047)
                               ------------------------------------------------------------------------------------------
Balance, September 30, 2001          $879              $3,434             $3,870                 $-           $8,183
                               ==========================================================================================
</TABLE>

Note 12. Non-Cash Compensation

In April 2000, the  Compensation  and Option Committee of the Board of Directors
approved the issuance of options to purchase  approximately  2,747,000 shares of
the Company's common stock to various  employees at an exercise price of $14.55,
which was less than the fair market value of the  Company's  common stock on the
date of the grant.  These  options are  included in the  repricing of options to
purchase an aggregate of  approximately  10.2  million  shares of the  Company's
common  stock  described  in Note 10. In  accordance  with APB  Opinion  No. 25,
"Accounting for Stock Issued to Employees," in April 2000, the

                                       14
<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


Note 12.  Non-Cash Compensation (continued)

Company recorded a non-cash  compensation expense of approximately $29.0 million
and a non-cash deferred expense of approximately $31.3 million.  From April 2000
to September 30, 2001, $19.4 million of the deferred  non-cash  compensation was
charged to expense,  including $9.7 million in 2001. The Company will charge the
deferred expense to non-cash compensation expense over the vesting period of the
stock  options as  follows:  $3.2  million in the fourth  quarter of 2001,  $7.5
million in 2002 and $1.2 million in 2003.

Note 13.  Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss per
common share:

<TABLE>
<CAPTION>
                                                        Three Months Ended                         Nine Months Ended
                                                           September 30,                              September 30,
                                                      2001               2000                   2001                 2000
                                              -----------------------------------------------------------------------------------
<S>                                               <C>                <C>                     <C>                <C>
Numerator:
Net loss                                          $(51,945,000)      $(50,149,000)           $(393,702,000)     $(173,210,000)
Preferred stock dividend                            (4,487,000)           (98,000)             (13,321,000)           (98,000)
Preferred stock accretion to
   redemption value                                 (1,154,000)            (6,000)              (3,407,000)            (6,000)
                                              -----------------------------------------------------------------------------------
Net loss available to common
   shareholders before extraordinary item          (57,586,000)       (50,253,000)            (410,430,000)      (173,314,000)
Extraordinary item                                   2,216,000                  -                2,216,000                  -
                                              -----------------------------------------------------------------------------------
Net loss available to common shareholders         $(55,370,000)      $(50,253,000)           $(408,214,000)     $(173,314,000)
                                              -----------------------------------------------------------------------------------

Denominator  for basic net loss per  common
   share                                            97,042,000         40,502,000               87,390,000         39,837,000
Effect of dilutive securities                                -                  -                        -                  -
                                              -----------------------------------------------------------------------------------
Denominator for diluted net loss per
   common share                                     97,042,000         40,502,000               87,390,000         39,837,000
                                              -----------------------------------------------------------------------------------

Basic and diluted net (loss) per common share:
(Loss) before extraordinary item                        $(0.59)            $(1.24)                  $(4.70)            $(4.35)
Extraordinary item                                        0.02                  -                     0.03                  -
                                              -----------------------------------------------------------------------------------
Net (loss) per common share                             $(0.57)            $(1.24)                  $(4.67)            $(4.35)
                                              ===================================================================================
</TABLE>

The shares issuable upon the exercise of stock options and warrants and upon the
conversion of convertible  securities  are excluded from the  calculation of net
loss per common share as their effect would be  antidilutive.  At September  30,
2001, the Company had 102.8 million  shares  issuable upon the exercise of stock
options and warrants and the conversion of convertible securities.

                                       15
<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 14. Commitments and Contingent Liabilities

As of September 30, 2001, the Company had purchase  commitments of approximately
$5,000,000 outstanding.

Fiberstream,  Inc. ("FiberCo"), a wholly-owned subsidiary of the Company, has an
obligation  under  an  agreement  with  the  City of New  York to pay an  annual
franchise  fee in the  amount  of the  greater  of (a) 5% of gross  revenue  (as
defined in the agreement) or (b) $200,000.  Estimated  quarterly  payments begin
the earlier of (a) the date that FiberCo  completes  construction of its initial
backbone  or (b)  November  2002.  Additionally,  FiberCo has an  obligation  to
provide equipment,  cash or services to the City of New York with a value of not
more than $100,000 over 15 years.

The  Company is  involved  in various  disputes  and  litigation  arising in the
ordinary  course of its  business.  None of these matters are expected to have a
material  adverse  effect  on  the  Company's  financial  position,  results  of
operations or cash flows.


                                       16
<PAGE>
                        CoreComm Limited and Subsidiaries

Item 2.   Management's Discussion and Analysis of Results of Operations and
          Financial Condition.

                              RESULTS OF OPERATIONS

In July 2001, we finalized the streamlining of our operating  structure to focus
on our two most  successful  and  promising  lines  of  business.  The  first is
integrated  communications  products and other high  bandwidth/data/web-oriented
services for the business  market and the second is bundled local  telephony and
Internet   products    efficiently   sold,    serviced   and   provisioned   via
Internet-centric interfaces to the residential market.

We have engaged in  significant  efforts to reduce  expenses in all areas of our
business,   while  maintaining  our  revenue   initiatives.   These  plans  were
implemented  through  a  variety  of means,  including  facility  consolidation,
headcount reduction,  efficiency  improvements,  vendor negotiations and network
optimization.

We have also engaged in  significant  efforts to capitalize  on more  profitable
UNE,  UNE-P and  Enhanced  Extended  Loop  provisioning  and  pricing  to reduce
existing network costs and capital expenditures, and enhance gross margins going
forward. A large portion of our business and residential local access lines have
been  converted  to  these  more  profitable  services,  resulting  in  improved
operating results on a going forward basis.

In  addition,  we have made  significant  progress in  improving  the  operating
efficiency of our networks,  while also reducing  network costs.  The associated
cost  savings  and  product   enhancements  have  come  from  increased  overall
efficiency, improved pricing terms, as well as the elimination of duplicative or
unneeded network facilities.

As a result of the significant  enhancements to our business plan, we had a 1.5%
and 1.9%  increase in revenues  this  quarter as compared to second  quarter and
first  quarter  of 2001,  respectively,  and  operating,  selling,  general  and
administrative  and corporate  expenses were reduced this quarter by 7.0%, 22.4%
and 29.0% as  compared to second  quarter of 2001,  first  quarter of 2001,  and
fourth quarter of 2000, respectively.  We expect these trends to continue in the
fourth quarter of 2001.

As a  result  of the  completion  of the  acquisitions  of  Voyager  and  ATX in
September  2000, we consolidated  the results of operations of these  businesses
from the dates of acquisition.  The results of these businesses are not included
in the 2000 results.

Certain costs and expenses have been  reclassified  in the first quarter of 2001
to conform to the presentation in the current quarter.

                                       17
<PAGE>
                        CoreComm Limited and Subsidiaries

Three Months Ended September 30, 2001 and 2000
----------------------------------------------

The increase in revenues to $74,307,000  from $18,263,000 is due to acquisitions
in 2000,  which  accounted for  $57,152,000  of the  increase.  This increase is
offset by a decline in revenue  attributed to the customer base  associated with
the USN assets to $4,894,000 from $9,232,000. The revenues from the USN customer
base peaked in the third quarter of 1999 after our  acquisition in May 1999 and,
as  expected,  declined  thereafter.  USN  Communications,  Inc. was a CLEC that
operated on a resale basis. The underlying  operations,  customer  relationships
and future  revenue  streams of the resale CLEC business have declined since our
acquisition.  This trend will affect future  operations  because,  in accordance
with our  revised  business  plan,  we are  substantially  reducing  our  resale
business.

Operating  costs  include  direct cost of sales,  network costs and salaries and
related expenses of network personnel.  Operating costs increased to $54,760,000
from  $25,746,000 due to acquisitions in 2000,  which amounted to $36,829,000 of
the increase.  This increase is offset by a decrease in costs as a result of the
implementation of our modified business plan as described above.

Selling,  general and  administrative  expenses  decreased to  $20,879,000  from
$23,123,000 due to the significant cost savings from the  implementation  of our
modified  business  plan as  described  above.  This  decrease  was offset by an
increase in costs due to acquisitions in 2000, which amounted to $16,444,000.

Corporate expenses include the costs of our officers and headquarters staff, the
costs of operating the  headquarters  and costs incurred for strategic  planning
and  evaluation  of business  opportunities.  Corporate  expenses  decreased  to
$1,194,000 from $3,363,000  primarily as a result of the  implementation  of our
modified business plan as described above.

Reorganization  charges of $3,910,000 in the third quarter of 2001 relate to the
Company's  actions to reorganize,  re-size and reduce operating costs and create
greater  efficiency  in various areas of the Company.  In 2000,  $243,000 of the
reorganization  charges  recorded  in March 2000 were  reversed.  We continue to
review our operations and may incur additional  charges in the future related to
our operations.

Depreciation  expense  increased to $11,006,000  from $7,389,000  primarily as a
result of an increase in fixed assets due to acquisitions in 2000.

Amortization  expense  increased  to  $20,784,000  from  $3,477,000  due  to the
amortization of goodwill from the acquisitions in 2000.

Interest income and other, net, decreased to $570,000 from $1,626,000  primarily
due to the reduction of interest  income  resulting  from lower cash balances in
2001.

Interest  expense  increased to  $13,353,000  from  $3,900,000  primarily due to
increased borrowings to fund our acquisitions and operations.

The  income tax  benefit  of $82,000 in 2001 is from state and local  income tax
refunds and the provision of $49,000 in 2000 is for state and local income tax.

                                       18
<PAGE>
                        CoreComm Limited and Subsidiaries

In September 2001, the Company and the holder of the $3,016,000 principal amount
12.75% note payable for equipment agreed to a modification of the note such that
the principal  amount was reduced to $800,000 which was paid on October 1, 2001.
The Company recorded an extraordinary  gain on the early  extinguishment of debt
of $2,216,000  for the  difference  between the  $3,016,000  obligation  and the
$800,000 liability.

Nine Months Ended September 30, 2001 and 2000
---------------------------------------------

The increase in revenues to $220,487,000 from $56,619,000 is due to acquisitions
in 2000,  which  accounted for  $166,737,000  of the increase.  This increase is
offset by a decline in revenue  attributed to the customer base  associated with
the USN  assets to  $17,093,000  from  $20,642,000.  The  revenues  from the USN
customer based peaked in the third quarter of 1999 after our  acquisition in May
1999 and, as expected, declined thereafter. USN Communications,  Inc. was a CLEC
that  operated  on  a  resale  basis.   The  underlying   operations,   customer
relationships  and  future  revenue  streams of the resale  CLEC  business  have
declined  since our  acquisition.  This  trend  will  affect  future  operations
because,  in accordance  with our revised  business  plan, we are  substantially
reducing our resale business.

Operating  costs  include  direct cost of sales,  network costs and salaries and
related expenses of network personnel. Operating costs increased to $175,942,000
from  $77,446,000 due to acquisitions in 2000, which amounted to $111,878,000 of
the increase.  This increase is offset by a decrease in costs as a result of the
implementation of our modified business plan as described above.

Selling,  general and  administrative  expenses  increased to  $75,847,000  from
$72,044,000 due to  acquisitions  in 2000,  which amounted to $52,448,000 of the
increase.  This  increase  is offset by a  decrease  in costs as a result of the
implementation of our modified business plan as described above.

Corporate expenses include the costs of our officers and headquarters staff, the
costs of operating the  headquarters  and costs incurred for strategic  planning
and  evaluation  of business  opportunities.  Corporate  expenses  decreased  to
$6,714,000 from $8,559,000  primarily as a result of the  implementation  of our
modified business plan as described above.

Reorganization   charges  of   $37,395,000  in  2001  relate  to  the  Company's
announcements  in May and July 2001 that it was  taking  additional  actions  to
reorganize,  re-size and reduce operating costs and create greater efficiency in
various areas of the Company. An aggregate of $21,497,000 of these costs are for
equipment  and other assets that will not require any future cash  outlays.  The
employee  severance  and  related  costs  in 2000  were  for  approximately  250
employees  to be  terminated,  none of whom are still  employed by the  Company.
These costs in 2001 are for  approximately  630  employees to be  terminated  of
which  approximately  40  employees  are still  employed  by the  Company  as of
September  30,  2001.  The major  actions  involved  in the 2001  reorganization
include (1)  consolidation  of functions  such as network  operations,  customer
service  and  finance,  (2)  initiatives  to  increase  gross  margins  and  (3)
discussions  with vendors to reduce or  eliminate  current  payable  balances or
purchase  commitments.  The  consolidation  of  functions  resulted  in employee
terminations and the closing of offices.  Employee  severance and related costs,
lease exit costs and fixed assets and  prepayment  write-downs  include  charges
related to these  actions.  Initiatives  to increase  gross margins  resulted in
consolidation of network assets and elimination of redundant and less profitable
facilities.  Charges for these actions include lease exit costs and fixed assets
and prepayment write-downs. Finally, reductions or elimination of purchase

                                       19
<PAGE>
                        CoreComm Limited and Subsidiaries

commitments resulted in agreement  termination charges. All of these actions are
expected  to be  completed  by June  30,  2002.  Fixed  assets  and  prepayments
written-off  include $5.3 million related to vacated offices,  $13.4 million for
network assets in abandoned  markets and $2.8 million for prepayments in respect
of ILEC  facilities in abandoned  markets.  We continue to review our operations
and may incur additional charges in the future related to our operations.

The following table summarizes the reorganization  charges incurred and utilized
in 2000 and 2001:

<TABLE>
<CAPTION>
                                           Employee                                                Fixed
                                          Severance          Lease                                Assets
                                         And Related          Exit            Agreement             And
                                            Costs            Costs           Terminations       Prepayments         Total
                                      -----------------------------------------------------------------------------------------
                                                                            (in thousands)
<S>                                        <C>                <C>               <C>               <C>             <C>
Charged to expense                         $2,089             $1,917                $-                 $-           $4,006
Utilized                                     (775)            (1,396)                -                  -           (2,171)
                                      -----------------------------------------------------------------------------------------
Balance, December 31, 2000                  1,314                521                 -                  -            1,835
Charged to expense                          3,262              6,977             6,582             21,883           38,704
Adjustments                                  (996)                73                 -               (386)          (1,309)
Utilized                                   (2,701)            (4,137)           (2,712)           (21,497)         (31,047)
                                      -----------------------------------------------------------------------------------------
Balance, September 30, 2001                  $879             $3,434            $3,870                 $-           $8,183
                                      =========================================================================================
</TABLE>

Reorganization charges of $775,000 in 2000 relate to the March 2000 announcement
of a reorganization of certain of the Company's operations.

At March 31, 2001, the Company reduced the carrying  amount of goodwill  related
to the Voyager and MegsINet acquisitions by $167,599,000. In connection with the
reevaluation  of its business plan and the decision to sell its non-CLEC  assets
and  businesses,  the Company was required to report all  long-lived  assets and
identifiable  intangibles  to be disposed of at the lower of carrying  amount or
estimated fair value less cost to sell. The carrying amount of goodwill  related
to these  acquisitions is eliminated before reducing the carrying amounts of the
other assets.  The estimated fair value of these businesses was determined based
on  information  provided by the  investment  bank  retained  for the purpose of
conducting this sale.

Depreciation  expense  increased to $34,652,000 from $19,494,000  primarily as a
result of an increase in fixed assets due to acquisitions in 2000.

Amortization  expense  increased  to  $75,392,000  from  $9,812,000  due  to the
amortization of goodwill from the acquisitions in 2000.

Interest  income  and  other,  net,  decreased  to  $2,026,000  from  $5,476,000
primarily  due to the  reduction of interest  income  resulting  from lower cash
balances in 2001.

Interest  expense  increased to $35,422,000  from  $11,434,000  primarily due to
increased borrowings to fund our acquisitions and operations.

The income tax benefit of  $234,000  in 2001 is from state and local  income tax
refunds net of payments,  and the provision of $321,000 in 2000 is for state and
local income tax.

                                       20
<PAGE>
                        CoreComm Limited and Subsidiaries

In September 2001, the Company and the holder of the $3,016,000 principal amount
12.75% note payable for equipment agreed to a modification of the note such that
the principal  amount was reduced to $800,000 which was paid on October 1, 2001.
The Company recorded an extraordinary  gain on the early  extinguishment of debt
of $2,216,000  for the  difference  between the  $3,016,000  obligation  and the
$800,000 liability.

Other Results of Operations Matters

In  accordance  with APB  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees,"  in April  2000,  we  recorded  a non-cash  compensation  expense of
approximately  $29.0 million and a non-cash  deferred  expense of  approximately
$31.3  million due to the issuance of options to employees at an exercise  price
of $14.55  which was less than the fair value of the  Company's  common stock on
the date of the grant.  From April 2000 to September 30, 2001,  $19.4 million of
the  deferred  non-cash  compensation  was  charged to expense,  including  $3.2
million and $9.7 million in the three and nine months ended  September 30, 2001,
respectively.  We will  charge the  deferred  expense to  non-cash  compensation
expense over the vesting period of the stock options as follows: $3.2 million in
the fourth quarter of 2001, $7.5 million in 2002 and $1.2 million in 2003.

In June 2001,  the Board of Directors  approved the  repricing of certain  stock
options  granted to  employees.  George  Blumenthal,  the Chairman of the Board,
Barclay Knapp, the President,  and the Board of Directors did not participate in
the repricing.  Options to purchase an aggregate of  approximately  10.2 million
shares of the Company's  common stock with an average  exercise  price of $10.70
per share were  repriced to $.25,  $.75 or $1.25 per share,  depending  upon the
original   exercise   price.   In  accordance   with  APB  No.  25  and  related
interpretations,  the  Company  is  accounting  for the  repriced  options  as a
variable plan. The Company will recognize non-cash  compensation expense for the
difference between the quoted market price of the Company's common stock and the
exercise price of the repriced options while the options remain outstanding. The
Board of Directors has taken this action to continue to provide the  appropriate
performance incentives to those affected.

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting  Standards ("SFAS") No. 141, "Business  Combinations," and
No. 142, "Goodwill and Other Intangible  Assets." SFAS No. 141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after  June  30,  2001.  Use of the  pooling-of-interests  method  is no  longer
permitted.  SFAS No. 141 also includes  guidance on the initial  recognition and
measurement  of  goodwill  and other  intangible  assets  acquired in a business
combination  that is  completed  after  June 30,  2001.  SFAS  No.  142 ends the
amortization of goodwill and indefinite-lived  intangible assets. Instead, these
assets must be reviewed  annually (or more frequently under certain  conditions)
for impairment in accordance  with this  statement.  This impairment test uses a
fair value approach rather than the undiscounted  cash flow approach  previously
required by SFAS No. 121,  "Accounting  for the Impairment of Long-Lived  Assets
and for Long-Lived Assets to Be Disposed Of." Intangible assets that do not have
indefinite  lives will  continue to be  amortized  over their  useful  lives and
reviewed for impairment in accordance with SFAS No. 121. The Company is required
to adopt SFAS No. 142 as of January 1, 2002.  It is likely that the Company will
write-down a  significant  portion of its goodwill upon the adoption of SFAS No.
142,  although the Company has not completed  its analysis.  As of September 30,
2001,  the  carrying  value  of  goodwill  is  $355.4  million,  and the  annual
amortization expense is $87.7 million. In addition, the Company is reviewing the
carrying value of its long-lived  assets for impairment in accordance  with SFAS
No. 121,  although it is not  currently  possible to predict the outcome of this
review.

                                       21
<PAGE>
                        CoreComm Limited and Subsidiaries

                         LIQUIDITY AND CAPITAL RESOURCES

In April 2001,  we completed a  reevaluation  of our  business  plan in light of
current market conditions and have made significant  modifications to our plans.
We are devoting our resources to the more  profitable  areas of our business and
are  substantially  reducing our operations and related costs in the other areas
of our business.  We are currently  engaged in a process to potentially sell our
non-CLEC assets and businesses, and we have retained advisors for the purpose of
conducting this sale.

We anticipate that we will have sufficient cash to execute our revised  business
plan into  2002,  but we will  require  additional  financing  in 2002  until we
generate  sufficient  cash to fund  our  debt  service.  Our  ability  to  raise
additional capital in the future will be dependent on a number of factors,  such
as general economic and market conditions,  which are beyond our control.  If we
are unable to obtain additional financing or to obtain it on favorable terms, we
may be required to further reduce our  operations,  forego  attractive  business
opportunities,  or take other actions which could adversely affect our business,
results of operations and financial condition.

On October 31, 2001,  we announced  our program to  recapitalize  a  significant
portion of our debt, and, as part of this process,  recently  signed  agreements
for transactions that would allow us to retire approximately $146 million of our
$164.75   million   outstanding   6%   Convertible   Subordinated   Notes.   The
recapitalization plan is an alternative to additional financing.  Depending upon
the  success  of  the  recapitalization   plan,   additional  financing  may  be
unnecessary in 2002 and for the  foreseeable  future.  There can be no assurance
that: (a) actual costs will not exceed the amounts  estimated or that additional
funding  substantially in excess of the amounts  estimated will not be required,
(b) we and  our  subsidiaries  will be able to  generate  sufficient  cash  from
operations to meet capital requirements, debt service and other obligations when
required,  (c) we will be able to access such cash flow,  (d) we will be able to
sell non-CLEC assets and businesses (75% or more of the net proceeds from a sale
may be required to be used to repay indebtedness),  (e) we will not be adversely
affected by interest rate  fluctuations,  (f) we will be able to  recapitalize a
significant  portion  of our debt,  or (g) we will be able to obtain  additional
financing in 2002.

In July  2001,  we  announced  that we  received  a Nasdaq  Staff  Determination
indicating  that we failed to comply with the minimum bid price  requirement for
continued listing, and are subject to delisting from the Nasdaq National Market.
On October 31, 2001, we received  confirmation  from the Nasdaq Staff indicating
that  the  Company  was no  longer  being  considered  for  delisting  based  on
previously cited  deficiencies  under various listing  criteria.  As a result of
Nasdaq's recently  announced  moratorium on enforcing bid price and market value
related  continued  listing  requirements,  the Company is able to remain listed
under one of the  alternative  listing  maintenance  criteria.  The  Company was
informed  by Nasdaq  that the  moratorium  will  remain in place  until at least
January 2, 2002, at which time the listing  criteria will be reapplied as though
the Company had not previously  been out of compliance.  If the Company is still
out of compliance at that time, it will have the normal  prescribed  periods for
gaining  compliance  prior to  receiving  any new notices of  delisting.  If our
common stock were delisted, we believe that such delisting would have an adverse
affect on the trading prices of our common stock and would,  in all  likelihood,
adversely  affect  the  liquidity  of the  shares  of common  stock  held by our
stockholders.  In addition, such delisting may cause future financing to be more
difficult, more expensive or both.

                                       22
<PAGE>
                        CoreComm Limited and Subsidiaries

In  October  2001,  we  announced  that we had  signed  binding  agreements  for
transactions that would allow us to retire  approximately $146 million principal
amount  of the  6%  Convertible  Subordinated  Notes.  Under  the  terms  of the
agreements, if the Company determines to close the transactions, in exchange for
retiring  their  Notes,  the  Company  will pay each  holder that has signed the
agreement:  (1) a cash payment equal to the October 1, 2001 interest payment due
to such holder, and (2) shares of common stock of the Company,  which will equal
in the aggregate 5% of the outstanding  equity of the  recapitalized  Company on
the basis of 100% of the current outstanding principal amount of the Notes being
exchanged.  The  agreements  terminate  on  December  15,  2001 if we  have  not
determined to close the transactions by that time. If the agreements  terminate,
each holder  that has signed the  agreement  will  receive 50% of the October 1,
2001 interest  payment due to such holder.  The  agreements  include a waiver of
interest  currently due under the Notes, as well as an agreement not to take any
action  with  respect  to the  Notes at least  through  December  15,  2001.  We
announced that these  agreements are part of a larger program to  recapitalize a
significant  portion  of our  other  debt.  Our  decision  whether  to close the
transactions  on the Notes will be based,  in part, on  agreements  reached with
respect to our other debt.

In April 2001, we entered into a $156.1 million  Amended and Restated  Agreement
Credit  Agreement  with The Chase  Manhattan  Bank  ("Chase")  that  amends  and
restates the term loan  facility and  revolving  credit  facility that closed in
September  2000. As of November 9, 2001,  there was $106.1  million  outstanding
under the term loan facility and $50.0 million  outstanding  under the revolving
credit facility.  The term loan facility will amortize in quarterly installments
of principal  commencing on December 31, 2003 with a final maturity on September
22, 2008. The revolving credit facility shall be  automatically  and permanently
reduced in increasing quarterly installments of principal commencing on December
31, 2003 with a  termination  date on September  22,  2008.  In the event our 6%
Convertible Subordinated Notes have not been converted or refinanced on or prior
to April 1, 2006,  then the facilities  become payable in full on April 1, 2006.
The  interest  rate on both the term  loan  facility  and the  revolving  credit
facility is, at our option,  either 3.5% per annum plus the base rate,  which is
the higher of the prime rate or the federal funds  effective  rate plus 0.5% per
annum,  or the  reserve-adjusted  London  Interbank  Offered  Rate plus 4.5% per
annum.  At  September  30,  2001,  the  effective  interest  rate on the amounts
outstanding was 8.29%. Beginning October 12, 2001 and ending April 12, 2002, the
interest rate is 6.86%.  Interest is payable at least quarterly.  The commitment
fee on the  unused  portion  of the  commitments  is  1.25%  per  annum  payable
quarterly,  subject to reduction to 1% per annum based upon the amount  borrowed
under the facilities.

In April 2001, we issued to Booth American Company and NTL Incorporated  ("NTL")
$10  million  and $15  million,  respectively,  aggregate  principal  amount  of
unsecured  convertible notes. These notes will mature in April 2011. Interest on
the notes is at an annual rate of 10.75% payable  semiannually on October 15 and
April 15 of each year,  commencing  October 15, 2001. The interest is payable in
kind by the issuance of additional unsecured convertible notes in such principal
amount as shall equal the  interest  payment  that is then due.  These notes are
convertible  into common stock prior to maturity at a conversion  price of $1.00
per share, subject to adjustment.  The additional notes issued for interest will
have an initial  conversion  price equal to 120% of the weighted average closing
price of our common stock for a specified period. These notes are redeemable, in
whole or in part,  at our  option,  at any time in April 2003,  at a  redemption
price of 103.429%  that  declines  annually to 100% in April 2007,  in each case
together with accrued and unpaid interest to the redemption date.

                                       23
<PAGE>
                        CoreComm Limited and Subsidiaries

In May 2001,  we entered into an  agreement  with one of our  equipment  vendors
whereby  $17,166,000  of  accounts  payable  will be paid in three  payments  in
January,  May and August 2002.  Based on the imputed  interest rate of 9.11% per
annum, a discount of $1,612,000 was recorded in May 2001.

Certain of our  subsidiaries  have  various  notes  payable and  capital  leases
outstanding.  The  approximate  amounts  due for these  notes and  leases are as
follows:  $11.5 million from October 1, 2001 to December 31, 2001,  $3.8 million
in 2002 and $312,000 in 2003.

In  September  2000  in  connection   with  the  ATX   acquisition,   we  issued
approximately  $108.7 million  principal amount of senior unsecured notes to the
former  stockholders of ATX. The senior  unsecured notes mature on September 29,
2003. Interest on the notes is at an annual rate of 6.47% payable in either cash
or  common  stock,  at our  election,  on  October  1 and  April 1 of each  year
beginning on April 1, 2001.  In January,  March and July 2001,  we made required
principal  payments of an aggregate of  approximately  $3.0  million.  The notes
require  additional  principal payments of approximately $2.7 million on January
1, 2002 and approximately $2.7 million on January 1, 2003.

In  September  2000,  we issued  50,000  shares of Series A  preferred  stock in
exchange for cash of $50 million.  The Series A preferred  stock pays cumulative
dividends  at 8.5% per  annum of the  liquidation  value of  $1,000  per  share,
payable  quarterly in arrears  which  commenced  on December  31,  2000.  At our
option,  we may pay dividends either in shares of our common stock or additional
shares of Series A  preferred  stock.  The 50,000  shares of Series A  preferred
stock originally  issued are convertible at any time at the option of the holder
into shares of common stock at the stated liquidation value of $1,000 divided by
the conversion  price of $1.66.  The conversion  price was amended to $1.75 from
$14.36 in April  2001,  and  further  reduced  by 5% due to the  failure  of the
Company to declare and pay dividends for two consecutive periods. The conversion
price  will  continue  to be  reduced  by 5% for each  succeeding  period of two
dividend  periods as to which dividends shall not be declared and paid, up to an
aggregate  reduction of $1.00. Any additional shares of Series A preferred stock
issued  will  have an  initial  conversion  price  equal  to 120% of the  volume
weighted  average  sale price of our common  stock for a  specified  period.  On
September  29,  2010,  we will be  required  to  redeem  any  shares of Series A
preferred  stock  outstanding  for  $1,000  per share  plus  accrued  and unpaid
dividends. At our discretion,  we may pay the redemption price either in cash or
in shares of our common stock.  We may redeem the Series A preferred  stock at a
redemption  price  of  $1,000  per  share,  together  with  accrued  and  unpaid
dividends,  payable either,  at our option in cash or in shares of common stock,
or a combination  of both,  beginning on September 29, 2002 if the 25-day volume
weighted  average sale price of our common stock  exceeds  certain  targets.  In
addition,  the  Series  A  preferred  stock  may be  redeemed  by us at any time
following September 29, 2005 at a redemption price of $1,010 per share, together
with accrued and unpaid  dividends,  payable  either in cash or in shares of our
common stock, or a combination of both.

                                       24
<PAGE>
                        CoreComm Limited and Subsidiaries

In September  2000 in connection  with the ATX  acquisition,  we issued  250,000
shares of Series B preferred stock to the former stockholders of ATX. The Series
B preferred stock pays cumulative dividends at an initial annual rate of $30 per
share,  payable  quarterly in arrears,  when, if and as declared by our Board of
Directors,  which commenced on December 31, 2000. At our discretion,  we may pay
dividends  either in cash or in shares of our common stock.  The annual dividend
will  increase to $50 per share on September  29, 2001 if, by that date,  any of
the senior  unsecured notes due 2003 remain unpaid and to $70 per share on March
29,  2002 if, by that date,  any of the senior  unsecured  notes due 2003 remain
unpaid. The Series B preferred stock has a liquidation  preference of $1,000 per
share,  plus accumulated and unpaid  dividends.  The Series B preferred stock is
convertible  at any time at the option of the holder into shares of common stock
at the stated  liquidation  preference of $1,000 divided by the conversion price
of $32.11.  On September  29, 2020,  we will be required to redeem any shares of
Series B  preferred  stock  outstanding  for $1,000 per share plus  accrued  and
unpaid dividends.  At our discretion,  we may pay the redemption price either in
cash or in shares of our common stock.

In December 2000, we issued $16.1 million  aggregate  principal amount of senior
unsecured convertible notes to officers and directors of the Company. The senior
unsecured convertible notes mature in December 2010. Interest on the notes is at
an annual rate of 10.75%  payable  semiannually  on January 1 and July 1 of each
year,  which  commenced on July 1, 2001.  The interest is payable in kind by the
issuance of additional  senior  unsecured  convertible  notes in such  principal
amount  as shall  equal  the  interest  payment  that is then  due.  The  senior
unsecured  convertible notes are convertible into common stock prior to maturity
at a conversion price of $5.00 per share, subject to adjustment.  The additional
notes issued for interest will have an initial conversion price equal to 120% of
the weighted  average closing price of our common stock for a specified  period.
The notes are redeemable,  in whole or in part, at our option, at any time on or
after  December  16,  2002,  at a  redemption  price of 103.429%  that  declines
annually to 100% on December 16, 2006,  in each case  together  with accrued and
unpaid interest to the redemption date.

In October  1999,  we issued $175  million  principal  amount of 6%  Convertible
Subordinated  Notes due October 1, 2006,  and  received  net  proceeds of $168.5
million.  Interest on the Convertible Subordinated Notes is payable semiannually
on April 1 and October 1 of each year,  which  commenced  on April 1, 2000.  The
Convertible  Subordinated  Notes are  convertible  into  common  stock  prior to
maturity at a conversion price of $27.39 per share, subject to adjustment. These
notes are  redeemable,  in whole or in part,  at our  option,  at any time on or
after October 1, 2002, at a redemption price of 103.429% that declines  annually
to 100% in 2006, in each case  together with accrued and unpaid  interest to the
redemption date. In April 2001,  $10,250,000 aggregate principal amount of these
notes was converted into  approximately  374,000 shares of our common stock.  On
October 31, 2001, we announced our program to recapitalize a significant portion
of our debt starting with the agreements for transactions that would allow us to
retire approximately $146 million of the Convertible Subordinated Notes.

In May 1999, we acquired MegsINet and the CLEC assets of USN Communications. The
USN acquisition  includes a potential contingent cash payment which is capped at
$58.6 million.  The contingent payment was payable only if the USN assets met or
exceeded  operating  performance  thresholds.  We do not expect  any  contingent
payment to be required.

                                       25
<PAGE>
                        CoreComm Limited and Subsidiaries

We do not anticipate that we and our subsidiaries will generate  sufficient cash
flow from  operations  to repay at maturity the entire  principal  amount of our
outstanding indebtedness. Accordingly, in addition to the recapitalization plan,
we may be required to consider a number of measures,  including: (a) refinancing
all or a portion of such indebtedness, (b) seeking modifications to the terms of
such indebtedness,  (c) seeking additional debt financing,  which may be subject
to obtaining necessary lender consents, (d) seeking additional equity financing,
or (e) a combination of the foregoing.

We are a  holding  company  with no  significant  assets  other  than  cash  and
securities and investments in and advances to our subsidiaries. We are therefore
likely to be dependent upon receipt of funds from our  subsidiaries  to meet our
own obligations.  However, our subsidiaries' debt agreements prevent the payment
of  dividends,  loans or other  distributions  to us (except in certain  limited
circumstances).

Consolidated Statement of Cash Flows
------------------------------------

For the nine months ended September 30, 2001, cash used in operating  activities
decreased to $58,212,000  from  $112,320,000  in the nine months ended September
30, 2000 due to  significant  efforts to reduce  expenses  and other  efforts to
conserve cash.

For the nine months ended September 30, 2001, cash used to purchase fixed assets
decreased to $4,384,000 from  $43,573,000 in the nine months ended September 30,
2000 which  reflects the  modifications  to our business plan and the efforts to
conserve cash.

Proceeds from  borrowings,  net of financing  costs, of $88,679,000 was from the
borrowings  under the Chase  facility in January and April 2001 and the issuance
of the 10.75% senior unsecured convertible notes in April 2001.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Certain statements contained herein constitute  "forward-looking  statements" as
that term is defined under the Private Securities Litigation Reform Act of 1995.
When used  herein,  the  words,  "believe,"  "anticipate,"  "should,"  "intend,"
"plan," "will," "expects," "estimates,"  "projects,"  "positioned,"  "strategy,"
and  similar  expressions   identify  such  forward-looking   statements.   Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the  Company,  or  industry  results,  to be  materially  different  from  those
contemplated, projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include the following:
general  economic  and  business  conditions,   industry  trends,  technological
developments,  the Company's  ability to continue to design and deploy efficient
network  routes,  obtain  and  maintain  any  required  government  licenses  or
approvals and finance  construction and development,  all in a timely manner, at
reasonable  costs  and  on  satisfactory  terms  and  conditions,   as  well  as
assumptions about customer  acceptance,  churn rates, overall market penetration
and  competition  from  providers  of  alternative   services,   the  impact  of
restructuring and integration actions, the impact of new business  opportunities
requiring  significant  up-front  investment,  interest  rate  fluctuations  and
availability, terms and deployment of capital. We assume no obligation to update
the  forward-looking  statements  contained  herein to reflect  actual  results,
changes in assumptions or changes in factors affecting such statements.

                                       26
<PAGE>
                        CoreComm Limited and Subsidiaries

Item 3.  Quantitative and Qualitative DisclosureS About Market Risk.

The Securities and Exchange  Commission's rule related to market risk disclosure
requires  that we describe and quantify  our  potential  losses from market risk
sensitive instruments attributable to reasonably possible market changes. Market
risk sensitive  instruments  include all financial or commodity  instruments and
other financial instruments (such as investments and debt) that are sensitive to
future changes in interest rates,  currency exchange rates,  commodity prices or
other market factors. We are not exposed to market risks from changes in foreign
currency exchange rates or commodity prices. We do not hold derivative financial
instruments nor do we hold securities for trading or speculative purposes. Under
our current  policies,  we do not use interest rate  derivative  instruments  to
manage our exposure to interest rate changes.

The  fair-market  value of  long-term  fixed  interest  rate debt is  subject to
interest rate risk.  Generally the fair market value of fixed interest rate debt
will increase as interest rates fall and decrease as interest rates rise. In the
following table, the fair value of our convertible notes was determined from the
quoted market  price.  The carrying  amount of the variable rate senior  secured
credit facility  approximates  the fair value. The fair value of our other notes
payable are estimated using discounted cash flow analyses,  based on our current
incremental borrowing rates for similar types of borrowing arrangements.


                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                  CoreComm Limited and Subsidiaries


                                                      Interest Rate Sensitivity
                                                      As of September 30, 2001
                                                Principal Amount by Expected Maturity
                                                        Average Interest Rate

                         For the
                          Three
                       Months Ending                    For the Years Ending December 31,                                   Fair
                        December 31, -------------------------------------------------------------------                   Value
                           2001      2002         2003      2004       2005         2006      Thereafter     Total        9/30/01
                          ----------------------------------------------------------------------------------------------------------
                                                                                   (in thousands)
<S>                       <C>       <C>         <C>        <C>        <C>         <C>          <C>           <C>          <C>
Long-term debt,
  including current
  portion

Fixed rate                $2,091    $19,906      $102,939  $       -  $       -   $       -    $ 208,498     $333,434     $171,209
Average interest rate       5.15%      8.75%         6.47%                                          7.00%

Variable rate             $    -    $15,000     $1,950     $9,750     $25,350     $119,050     $     -       $171,100     $171,100
Average interest rate                           Libor +    Libor +    Libor +     Libor +      Libor +
                                                4.5% or    4.5% or    4.5% or     4.5% or      4.5% or
                                                base rate  base rate  base rate   base rate    base rate
                                                + 3.5%     + 3.5%     + 3.5%      + 3.5%       + 3.5%


                                                                 28
</TABLE>

<PAGE>
                        CoreComm Limited and Subsidiaries

PART II.  OTHER INFORMATION

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

Since March 31, 2001, the Company has failed to declare  dividends on any series
of preferred  stock.  Thus,  no quarterly  dividends  have been paid on the 8.5%
Senior Convertible Preferred Stock, Series A (the "Series A Preferred"),  or the
Company's Series B Senior Convertible  Exchangeable Preferred Stock (the "Series
B  Preferred")  since  December  31,  2000.  The total  arrearage  on the unpaid
dividends on the Series A Preferred  is equal to $3.3  million  which would have
been  payable  either in the form of  additional  shares of  preferred or common
stock, at the Company's  option;  the total arrearage on the unpaid dividends on
the Series B Preferred is equal to $5.7  million,  which would have been payable
either in the form of common stock or cash, at the Company's option.  The unpaid
dividends on each class of preferred stock continue to accrue until paid.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On September 5, 2001, the Company held its annual meeting of  stockholders.  The
following management proposals were adopted: (1) the reelection of two directors
to the Board of Directors, (2) an increase in the number of authorized shares of
Common  Stock  from  200,000,000  shares  to  600,000,000  shares  and  (3)  the
ratification of the selection of Ernst & Young LLP as the Company's  independent
auditors for 2001. The stockholders approved the election of Alan J. Patricof by
a vote of 81,525,370  shares in favor and 874,817  shares  withheld from voting.
The stockholders  approved the election of Warren Potash by a vote of 81,563,373
shares in favor and  836,814  shares  withheld  from  voting.  The  stockholders
approved the second proposal by a vote of 80,509,820 shares in favor,  1,719,976
shares  against and 170,391  shares  abstaining  from voting.  The  stockholders
approved the third proposal by a vote of a 82,149,713  shares in favor,  209,356
shares against and 41,118 shares abstaining from voting.

ITEM 5.   OTHER INFORMATION

In  July  2001,   the  Company   announced  that  it  received  a  Nasdaq  Staff
Determination  indicating that the Company failed to comply with the minimum bid
price  requirement for continued  listing,  and is subject to delisting from the
Nasdaq National Market.  On October 31, 2001, we received  confirmation from the
Nasdaq  Staff  indicating  that the Company was no longer being  considered  for
delisting based on previously cited deficiencies under various listing criteria.
As a result of Nasdaq's recently announced moratorium on enforcing bid price and
market value  related  continued  listing  requirements,  the Company is able to
remain listed under one of the alternative  listing  maintenance  criteria.  The
Company was informed by Nasdaq that the moratorium will remain in place until at
least January 2, 2002,  at which time the listing  criteria will be reapplied as
though the Company had not previously been out of compliance.  If the Company is
still out of compliance at that time, it will have the normal prescribed periods
for gaining compliance prior to receiving any new notices of delisting.

                                       29

<PAGE>
                        CoreComm Limited and Subsidiaries

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits.

               None

          (b)  Reports on Form 8-K.

               During the quarter ended September 30, 2001, the Company filed
               the following reports on Form 8-K:

               (i)  Report dated July 13, 2001, reporting under Item 5, Other
                    Events, the issue of a press release announcing additional
                    progress in executing on its business plan.

               (ii) Report dated July 25, 2001, reporting under Item 5, Other
                    Events, the issue of a press release announcing its receipt,
                    on July 23, 2001, of a Nasdaq Staff Determination indicating
                    that the Company was subject to delisting from the Nasdaq
                    National Market.

               (iii)Report dated August 14, 2001, reporting under Item 5, Other
                    Events, its operating results for the three months ended
                    June 30, 2001.

               (iv) Report dated August 24, 2001, reporting under Item 5, Other
                    Events, the issue of a press release announcing its receipt,
                    on August 21, 2001, of a Nasdaq Staff Determination
                    indicating that the Company failed to comply with the
                    minimum stockholders' equity requirement for continued
                    listing and was subject to delisting from the Nasdaq
                    National Market.

               No financial statements were filed with these reports.

                                       30
<PAGE>
                        CoreComm Limited and Subsidiaries

                                   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 thereunto duly authorized.



                                  CORECOMM LIMITED



Date:  November 12, 2001             By: /s/ Barclay Knapp
                                     -------------------------
                                     Barclay Knapp
                                     President, Chief Executive Officer and
                                     Chief Financial Officer



Date:  November 12, 2001             By: /s/ Gregg N. Gorelick
                                     --------------------------
                                     Gregg N. Gorelick
                                     Vice President-Controller and Treasurer
                                     (Principal Accounting Officer)



                                       31