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 June 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 June 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 -
         June 30, 2001 and December 31, 2000 ..............................   2

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

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

         Condensed Consolidated Statements of Cash Flows -
         Six months ended June 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 ...............................  16

Item 3.  Quantitative and Qualitative Disclosures about Market Risk .......  25


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

Item 5.  Other Information.................................................  27

Item 6.  Exhibits and Reports on Form 8-K .................................  27

SIGNATURES.................................................................  28
----------

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        CoreComm Limited and Subsidiaries
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                                           June 30,           December 31,
                                                                                             2001                 2000
                                                                                        ------------------------------------
Assets                                                                                   (Unaudited)           (See Note)
Current assets:
<S>                                                                                     <C>                   <C>
   Cash and cash equivalents                                                            $  51,611,000         $  25,802,000
   Marketable securities                                                                           --             4,715,000
   Accounts  receivable-trade,  less allowance for doubtful accounts of
     $12,298,000 (2001) and $11,034,000 (2000)                                             32,761,000            34,344,000
   Due from NTL Incorporated                                                                       --            17,206,000
   Other                                                                                    5,154,000            10,289,000
                                                                                        ------------------------------------
Total current assets                                                                       89,526,000            92,356,000

Fixed assets, net                                                                         132,930,000           179,651,000
Goodwill, net of accumulated amortization of $96,387,000 (2001) and
  $42,028,000 (2000)                                                                      378,901,000           600,859,000
Intangible assets, net                                                                      5,873,000             6,092,000
Other, net of accumulated amortization of $2,376,000 (2001) and
  $1,480,000 (2000)                                                                        24,196,000            30,805,000
                                                                                        ------------------------------------
                                                                                        $ 631,426,000         $ 909,763,000
                                                                                        ====================================
Liabilities and shareholders' equity (deficiency)
Current liabilities:
  Accounts payable                                                                      $  38,863,000         $  73,133,000
  Accrued expenses                                                                         86,892,000            90,243,000
  Due to NTL Incorporated                                                                   1,752,000                    --
  Current portion of long-term debt, notes payable and capital lease obligations           37,162,000            22,921,000
  Deferred revenue                                                                         31,464,000            29,701,000
                                                                                        ------------------------------------
Total current liabilities                                                                 196,133,000           215,998,000

Long-term debt                                                                            409,548,000           358,624,000
Notes payable to related parties, less unamortized discount                                31,998,000            16,170,000
Capital lease obligations                                                                     453,000             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 $53,257,000; issued and outstanding
       51,000 shares                                                                               --                    --
     Series B, liquidation preference $258,193,000; issued and outstanding
       250,000  shares                                                                          3,000                 3,000
     Series C,  none issued or outstanding                                                         --                    --
  Common stock - $.01 par value, authorized 200,000,000 shares; issued and
    outstanding 98,371,000 (2001) and 72,029,000 (2000) shares                                984,000               720,000
   Additional paid-in capital                                                             793,398,000           781,357,000
   Deferred non-cash compensation                                                         (15,170,000)          (21,638,000)
   (Deficit)                                                                             (775,347,000)         (433,590,000)
                                                                                        ------------------------------------
                                                                                            3,868,000           326,852,000
   Treasury stock at cost, 1,329,000 shares                                               (10,574,000)          (10,574,000)
                                                                                        ------------------------------------
                                                                                           (6,706,000)          316,278,000
                                                                                        ------------------------------------
                                                                                        $ 631,426,000         $ 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 June 30,           Six Months Ended June 30,
                                                2001                2000              2001               2000
                                           ---------------------------------     ---------------------------------
<S>                                        <C>                <C>                <C>                <C>
Revenues                                   $  73,243,000      $  19,397,000      $ 146,180,000      $  38,356,000

Costs and expenses
Operating                                     57,662,000         27,854,000        121,182,000         51,700,000
Selling, general and administrative           23,369,000         27,988,000         54,968,000         48,921,000
Corporate                                      1,626,000          2,800,000          5,520,000          5,196,000
Non-cash compensation                          3,234,000         32,186,000          6,468,000         32,186,000
Reorganization charges                        33,366,000           (408,000)        33,485,000          1,018,000
Write-down of intangibles                             --                 --        167,599,000                 --
Depreciation                                  11,601,000          6,891,000         23,646,000         12,105,000
Amortization                                  23,097,000          3,165,000         54,608,000          6,335,000
                                           ---------------------------------     ---------------------------------
                                             153,955,000        100,476,000        467,476,000        157,461,000
                                           ---------------------------------     ---------------------------------
Operating (loss)                             (80,712,000)       (81,079,000)      (321,296,000)      (119,105,000)

Other income (expense)
Interest income and other, net                   680,000          1,681,000          1,456,000          3,850,000
Interest expense                             (12,231,000)        (3,725,000)       (22,069,000)        (7,534,000)
                                           ---------------------------------     ---------------------------------
(Loss) before income tax
   benefit (provision)                       (92,263,000)       (83,123,000)      (341,909,000)      (122,789,000)
Income tax benefit (provision)                   167,000            (67,000)           152,000           (272,000)
                                           ---------------------------------     ---------------------------------
Net (loss)                                 $ (92,096,000)     $ (83,190,000)     $(341,757,000)     $(123,061,000)
                                           =================================     =================================

Basic and diluted net (loss) per share     $       (1.04)     $       (2.08)     $       (4.28)     $       (3.12)
                                           =================================     =================================


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 six
   months ended June 30,
   2001
                              ------------------------------------------------------------------------
Balance, June 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               (8,834,000)
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                                         6,468,000
Net (loss) for the six
   months ended June 30,
   2001                                                           (341,757,000)
                              -------------------------------------------------------------------------------
Balance, June 30, 2001          $793,398,000     $(15,170,000)   $(775,347,000)   (1,329,000)  $(10,574,000)
                              ===============================================================================
</TABLE>


See accompanying notes.

                                                         4
<PAGE>
                        CoreComm Limited and Subsidiaries


                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Six Months Ended June 30,
                                                                    2001              2000
                                                               --------------------------------

<S>                                                             <C>               <C>
Net cash (used in) operating activities                         $(52,362,000)     $(60,282,000)

Investing activities
Purchase of fixed assets                                          (6,204,000)      (35,681,000)
Increase in other assets                                                  --        (2,484,000)
Purchase of marketable securities                                         --       (32,018,000)
Proceeds from sales of marketable securities                       4,775,000        67,626,000
                                                               --------------------------------
Net cash (used in) investing activities                           (1,429,000)       (2,557,000)

Financing activities
Proceeds from borrowing, net of financing costs                   88,679,000         1,209,000
Proceeds from exercise of stock options and warrants                   4,000        12,320,000
Principal payments                                                (3,571,000)       (2,842,000)
Principal payments of capital lease obligations                   (5,512,000)       (8,505,000)
                                                               --------------------------------
Net cash provided by financing activities                         79,600,000         2,182,000
                                                               --------------------------------
Increase (decrease) in cash and cash equivalents                  25,809,000       (60,657,000)
Cash and cash equivalents at beginning of period                  25,802,000        86,685,000
                                                               --------------------------------
Cash and cash equivalents at end of period                      $ 51,611,000      $ 26,028,000
                                                                ===============================

Supplemental disclosure of cash flow information
 Cash paid for interest                                         $ 11,685,000      $  7,609,000
 Income taxes paid                                                        --           364,000

Supplemental schedule of non-cash investing activities
 Liabilities incurred to acquire fixed assets                   $  6,786,000      $ 20,457,000

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                --
</TABLE>

See accompanying notes.

                                               5
<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 six months  ended June 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.

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting Standards No. 141, "Business  Combinations",  and No. 142,
"Goodwill and Other  Intangible  Assets",  effective for fiscal years  beginning
after December 15, 2001.  Under the new rules,  goodwill and  intangible  assets
deemed to have indefinite  lives will no longer be amortized but will be subject
to annual  impairment tests in accordance with the Statements.  Other intangible
assets will continue to be amortized  over their useful lives.  The Company will
apply the new rules on  accounting  for  goodwill  and other  intangible  assets
beginning in the first  quarter of 2002.  During 2002,  the Company will perform
the first of the required  tests of goodwill  and  indefinite  lived  intangible
assets as of January 1, 2002. The Company has not yet determined what the effect
of these tests will be on its results of operations and financial position.

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


<TABLE>
<CAPTION>
                                      Three Months Ended June 30,      Six Months Ended June 30,
                                         2001           2000              2001           2000
                                       ------------------------        ------------------------
                                                            (in thousands)
<S>                                    <C>             <C>             <C>             <C>
Local Exchange Services                $ 23,712        $ 13,392        $ 47,422        $ 26,924
Toll-related Telephony Services          20,423           2,336          41,622           4,425
Internet, Data and Web-related
  Services                               22,927           3,132          45,361           6,189
Other (a)                                 6,181             537          11,775             818
                                       -------------------------       -------------------------
                                       $ 73,243        $ 19,397        $146,180        $ 38,356
                                       =========================       =========================
<FN>
(a)      Other includes wireless, paging and information services.
</FN>
</TABLE>

                                        6
<PAGE>
                        CoreComm Limited and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)
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  expects a portion of its  residential
customer base to decline over time due to a  combination  of churn and a decline
in  new  customer  growth.  In  addition,   the  Company  intends  to  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. 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 or
(f) 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 further restructuring or downsizing of its operations.

Note 3.  Intangible Assets

Intangible assets consist of:
<TABLE>
<CAPTION>
                                                                           June 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 $697,000 (2001)
  and $530,000 (2000)
                                                                           1,643,000         1,810,000
                                                                          -----------------------------
                                                                          $5,873,000        $6,092,000
                                                                          =============================
</TABLE>


                                       7
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 3.  Intangible Assets (continued)

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  have been
accounted  for as  purchases,  and,  accordingly  the net assets and  results of
operations of the acquired  businesses  have been  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
$588.5  million,  which was allocated to goodwill.  Under the purchase method of
accounting,  the  purchase  price  is  allocated  to  the  assets  acquired  and
liabilities assumed based on the estimated fair values at acquisition. There may
be changes to the  allocation  of  purchase  price as  valuations  of assets and
liabilities are completed.

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

   Total revenue                                               $151,982,000
   Net (loss)                                                  (190,015,000)
   Basic and diluted net (loss) per share                             (2.87)

At March 31, 2001, the Company reduced the carrying amount of certain intangible
assets that became impaired as a result of the Company's  decision in April 2001
to  sell  non-CLEC  assets  and  businesses.  Goodwill  with  a  book  value  of
$167,599,000 was written-off.

Note 4. Fixed Assets

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

<S>                                   <C>                   <C>
Operating equipment                   $ 122,100,000         $ 124,335,000
Computer hardware and software           52,623,000            53,471,000
Other equipment                          14,666,000            21,192,000
Construction-in-progress                  4,414,000            22,097,000
                                      ------------------------------------
                                        193,803,000           221,095,000
Accumulated depreciation                (60,873,000)          (41,444,000)
                                      ------------------------------------
                                      $ 132,930,000         $ 179,651,000
                                      ====================================
</TABLE>

                                       8

<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 5. Accrued Expenses

Accrued expenses consist of:
                                       June 30,         December 31,
                                         2001              2000
                                     -------------------------------
                                     (Unaudited)

Payroll and related                  $ 6,488,000        $ 5,032,000
Professional fees                      1,963,000          2,995,000
Taxes, including income taxes         12,555,000         14,829,000
Accrued equipment purchases              699,000         14,460,000
Toll and interconnect                 32,559,000         20,628,000
Interest                               5,043,000          4,495,000
Dividends                             10,364,000          3,405,000
Acquisition costs                      3,860,000         16,090,000
Reorganization costs                   8,805,000                 --
Other                                  4,556,000          8,309,000
                                     -------------------------------
                                     $86,892,000        $90,243,000
                                     ===============================


Note 6. Long-Term Debt

Long-term debt consists of:
<TABLE>
<CAPTION>
                                                                             June 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 $11,034,000 (2001) and none (2000)                            145,066,000          91,100,000
Senior  unsecured  notes due 2003,  less  unamortized  discount  of
  $11,187,000 (2001) and $13,433,000 (2000)                                  94,742,000          95,236,000
10.75% unsecured convertible notes plus accrued interest                     10,233,000                  --
Equipment payable, less unamortized discount of $1,493,000                   15,673,000                  --
Working capital promissory note, interest at 8.5%                             1,366,000           1,496,000
Note payable for equipment, interest at 12.75%                                2,696,000           3,331,000
Other                                                                            94,000             160,000
                                                                           ---------------------------------
                                                                            434,620,000         366,323,000
Less current portion                                                         25,072,000           7,699,000
                                                                           ---------------------------------
                                                                           $409,548,000        $358,624,000
                                                                           =================================
</TABLE>

                                       9

<PAGE>
                        CoreComm Limited and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)


Note 6. Long-Term Debt (continued)

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 April  2001,  the  Company  borrowed  the
remaining $55 million available under this facility.  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 June 30,  2001,  the  effective  interest  rate on the
amounts outstanding was 9.29%.

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.

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.

                                       10
<PAGE>
                        CoreComm Limited and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 7. Related Party Transactions

Notes payable to related parties consists of:
<TABLE>
<CAPTION>
                                                                            June 30,          December 31,
                                                                              2001               2000
                                                                           -------------------------------
                                                                           (Unaudited)
<S>                                                                        <C>                <C>
10.75% senior unsecured  convertible  notes,  plus accrued interest
   due 2010                                                                $17,036,000        $16,170,000
10.75% unsecured  convertible notes plus accrued interest due 2011,
   less unamortized discount of $387,000                                    14,962,000                 --
                                                                           -------------------------------
                                                                           $31,998,000        $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 (which is
agreed upon by the Board of Directors of NTL and the Company). 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 six months ended June
30, 2001 and 2000, NTL charged the Company $240,000 and $649,000,  respectively,
which is included in corporate expenses.

                                       11
<PAGE>
                        CoreComm Limited and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 7. Related Party Transactions (continued)

The Company  provides NTL with access to office space and  equipment and the use
of supplies.  The Company charges NTL a percentage of the Company's  office rent
and supplies  expense.  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 six months ended June 30, 2001 and 2000, the Company charged
NTL $107,000 and $123,000, respectively, which reduced corporate expenses.

A subsidiary of the Company provides billing and software  development  services
to  subsidiaries of NTL. The Company charges an amount in excess of its costs to
provide  these  services.  General and  administrative  expenses were reduced by
$799,000  and  $468,000  for the six  months  ended  June  30,  2001  and  2000,
respectively, as a result of these charges.

In October 2000,  the Company billed NTL $6,624,000 for the billing and software
development  services  described  above to be rendered from January to September
2001. 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.  In November 2000,  the Company  billed NTL  $9,128,000  primarily for
usage of the network in 2001. In the six months ended June 30, 2001,  $1,484,000
of the  prepayments  were  recognized.


Note 8. 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 will 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 will be re-priced 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  re-priced  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 re-priced  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.  If the Company  reduces the aggregate
commitments  under the credit  facility by $40 million on or prior to  September
30, 2001, warrants issued to purchase approximately 4.2 million shares of common
stock may be canceled.  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.

                                       12
<PAGE>
                        CoreComm Limited and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 8.  Options, Warrants and Preferred Stock (continued)

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.


Note 9.   Reorganization Charges

Reorganization   charges  of   $33,485,000  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 $21,748,000 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  120 employees are still employed by the Company as of June
30, 2001.

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                   2,645            6,142            2,928           21,748           33,463
Adjustments                           (811)             833               --               --               22
Utilized                            (2,270)            (497)          (2,000)         (21,748)         (26,515)
                                  -----------------------------------------------------------------------------
Balance, June 30, 2001            $    878         $  6,999         $    928               $-         $  8,805
                                  =============================================================================
</TABLE>

Note 10. 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  re-pricing of options to
purchase an aggregate of  approximately  10.2  million  shares of the  Company's
common  stock  described  in Note 8. In  accordance  with APB  Opinion  No.  25,
"Accounting for Stock Issued to Employees," in April 2000, the 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 June 30,
2001,  $16.2  million  of the  deferred  non-cash  compensation  was  charged to
expense,  including  $6.5 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:  $6.4 million in 2001, $7.5 million in 2002 and $1.2 million
in 2003.

                                       13
<PAGE>
                        CoreComm Limited and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

Note 11. 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 June 30,               Six Months Ended June 30,
                                                           2001                 2000                2001                2000
                                                       -----------------------------------------------------------------------------
<S>                                                    <C>                  <C>                 <C>                  <C>
Numerator:
Net loss                                               $(92,096,000)        $(83,190,000)       $(341,757,000)       $(123,061,000)
Preferred stock dividend                                 (4,417,000)                  --           (8,834,000)                  --
Preferred stock accretion to
   redemption value                                      (1,136,000)                  --           (2,253,000)                  --
                                                       -----------------------------------------------------------------------------
Net loss available to common
   shareholders                                        $(97,649,000)        $(83,190,000)       $(352,844,000)       $(123,061,000)
                                                       -----------------------------------------------------------------------------

Denominator for basic net loss per common share          93,613,000           40,047,000           82,485,000           39,501,000
Effect of dilutive securities                                    --                   --                   --                   --
                                                       -----------------------------------------------------------------------------
Denominator for diluted net loss per common
   share                                                 93,613,000           40,047,000           82,485,000           39,501,000
                                                       -----------------------------------------------------------------------------

Basic and diluted net loss per common share                  $(1.04)              $(2.08)             $(4.28)              $(3.12)
                                                       =============================================================================
</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 June 30, 2001,
the Company had 100.5 million shares issuable upon the exercise of stock options
and warrants and the conversion of convertible securities.

Note 12. Commitments and Contingent Liabilities

As of June 30,  2001,  the Company had  purchase  commitments  of  approximately
$23,000,000 outstanding,  which includes approximately $18,000,000 pursuant to a
contract that ends in January 2009. The Company is in the process of canceling a
significant portion of these commitments.

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,  arising in the ordinary course of
its  business,  which may result in pending or  threatened  litigation.  None of
these  matters are expected to have a material  adverse  effect on the Company's
financial position, results of operations or cash flows.


                                       14
<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.

Over the last few  months,  we have  engaged  in  significant  efforts to reduce
expenses  in  all  areas  of  our  business,   while   maintaining  our  revenue
initiatives.  These  plans are  being  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-P and Enhanced  Extended Loop  provisioning  and pricing to reduce  existing
network costs and capital expenditures, and enhance gross margins going forward.
In the last few months,  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  consolidated  the network  operations of CoreComm and its
recent acquisitions,  ATX and Voyager. In conjunction with this integration,  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 0.4%
increase in revenues  this  quarter as  compared to first  quarter of 2001,  and
16.5% and 23.6% reductions in operating, selling, general and administrative and
corporate  expenses this quarter as compared to first quarter of 2001 and fourth
quarter of 2000, respectively. We expect these trends to continue throughout the
remainder 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.

                                       15
<PAGE>
                        CoreComm Limited and Subsidiaries


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

The increase in revenues to $73,243,000  from $19,397,000 is due to acquisitions
in 2000,  which  accounted for  $54,815,000  of the  increase.  This increase is
offset by a decline in the customer  base  associated  with the USN assets.  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.

Operating  costs  include  direct cost of sales,  network costs and salaries and
related expenses of network personnel.  Operating costs increased to $57,662,000
from  $27,854,000 due to acquisitions in 2000,  which amounted to $36,892,000 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  $23,369,000  from
$27,988,000 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 $15,997,000.

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
$1,626,000 from $2,800,000  primarily as a result of the  implementation  of our
modified business plan as described above.

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 June 30, 2001,  $16.2  million of the
deferred non-cash compensation was charged to expense, including $3.2 million in
the second  quarter of 2001.  We will  charge the  deferred  expense to non-cash
compensation  expense over the vesting  period of the stock  options as follows:
$6.4 million in 2001, $7.5 million in 2002 and $1.2 million in 2003.

Reorganization   charges  of   $33,366,000  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 $21,748,000 of these costs are for
equipment  and other  assets that will not require any future cash  outlays.  In
2000,  $408,000  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 further restructuring or downsizing of our operations.

Depreciation  expense  increased to $11,601,000  from $6,891,000  primarily as a
result of an increase in fixed assets due to acquisitions in 2000.

Amortization  expense  increased  to  $23,097,000  from  $3,165,000  due  to the
amortization of goodwill from the acquisitions in 2000.

                                       16
<PAGE>
                        CoreComm Limited and Subsidiaries

Interest income and other, net, decreased to $680,000 from $1,681,000  primarily
due to the reduction of interest  income  resulting  from lower cash balances in
2001.

Interest  expense  increased to  $12,231,000  from  $3,725,000  primarily due to
increased  borrowings to fund our  acquisitions  and operations.

The income tax benefit of  $167,000  in 2001 is from state and local  income tax
refunds and the provision of $67,000 in 2000 is for state and local income tax.

Six Months Ended June 30, 2001 and 2000
---------------------------------------

The increase in revenues to $146,180,000 from $38,356,000 is due to acquisitions
in 2000,  which  accounted for  $109,585,000  of the increase.  This increase is
offset by a decline in the customer  base  associated  with the USN assets.  The
revenues  from the USN customer  based peaked in the third quarter of 1999 after
our acquisition in May 1999 and declined thereafter.

Operating  costs  include  direct cost of sales,  network costs and salaries and
related expenses of network personnel. Operating costs increased to $121,182,000
from  $51,700,000 due to acquisitions in 2000,  which amounted to $75,049,000 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  $54,968,000  from
$48,921,000 due to  acquisitions  in 2000,  which amounted to $36,004,000 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  increased  to
$5,520,000 from $5,196,000  primarily due to financing related activities in the
first quarter of 2001.

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 June 30, 2001,  $16.2  million of the
deferred non-cash compensation was charged to expense, including $6.5 million in
2001. We will charge the deferred expense to non-cash  compensation expense over
the vesting period of the stock options as follows:  $6.4 million in 2001,  $7.5
million in 2002 and $1.2 million in 2003.


                                       17
<PAGE>
                        CoreComm Limited and Subsidiaries

Reorganization   charges  of   $33,485,000  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.  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 120 employees are still employed by the
Company as of June 30, 2001. An aggregate of  $21,748,000 of these costs are for
equipment  and other  assets that will not require any future cash  outlays.  We
continue to review our operations and may incur additional charges in the future
related to further restructuring or downsizing of 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                  2,645           6,142           2,928          21,748          33,463
Adjustments                          (811)            833              --              --              22
Utilized                           (2,270)           (497)         (2,000)        (21,748)        (26,515)
                                   -----------------------------------------------------------------------
Balance, June 30, 2001               $878          $6,999            $928              $-          $8,805
                                   =======================================================================
</TABLE>

Reorganization   charges  of  $1,018,000  in  2000  relate  to  the  March  2000
announcement of a reorganization of certain of the Company's operations.

At March 31, 2001, we reduced the carrying amount of certain  intangible  assets
that became  impaired as a result of our decision in April 2001 to sell non-CLEC
assets  and  businesses.   Goodwill  with  a  book  value  of  $167,599,000  was
written-off.

Depreciation  expense  increased to $23,646,000 from $12,105,000  primarily as a
result of an increase in fixed assets due to acquisitions in 2000.

Amortization  expense  increased  to  $54,608,000  from  $6,335,000  due  to the
amortization of goodwill from the acquisitions in 2000.

Interest  income  and  other,  net,  decreased  to  $1,456,000  from  $3,850,000
primarily  due to the  reduction of interest  income  resulting  from lower cash
balances in 2001.

Interest  expense  increased to  $22,069,000  from  $7,534,000  primarily due to
increased borrowings to fund our acquisitions and operations.

The income tax benefit of  $152,000  in 2001 is from state and local  income tax
refunds net of payments,  and the provision of $272,000 in 2000 is for state and
local income tax.

                                       18
<PAGE>
                        CoreComm Limited and Subsidiaries

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 will 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 will be re-priced 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  re-priced  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 re-priced  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 No. 141, "Business  Combinations",  and No. 142,
"Goodwill and Other  Intangible  Assets",  effective for fiscal years  beginning
after December 15, 2001.  Under the new rules,  goodwill and  intangible  assets
deemed to have indefinite  lives will no longer be amortized but will be subject
to annual  impairment tests in accordance with the Statements.  Other intangible
assets will continue to be amortized  over their useful lives.  The Company will
apply the new rules on  accounting  for  goodwill  and other  intangible  assets
beginning in the first  quarter of 2002.  During 2002,  the Company will perform
the first of the required  tests of goodwill  and  indefinite  lived  intangible
assets as of January 1, 2002. The Company has not yet determined what the effect
of these tests will be on its results of operations and financial position.

                         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 currently  intend to devote our resources to the more profitable areas of our
business and substantially  reduce our operations and related costs in the other
areas of our business.  We expect a portion of our residential  customer base to
decline  over time due to a  combination  of churn and a decline in new customer
growth. In addition,  we intend to sell our non-CLEC assets and businesses,  and
we have retained advisors for the purpose of conducting this sale.

We  will  require  significantly  less  cash  to fund  the  construction  of our
facilities-based  network and to develop and expand our businesses going forward
than we projected in the past. We estimate that our cash  requirements from July
1, 2001 through December 31, 2001 for operations, capital expenditures,  capital
lease payments and debt service will  aggregate  approximately  $40 million.  We
intend to use cash and  securities on hand of $51.6 million at June 30, 2001 and
the net proceeds from the sale of non-CLEC assets and businesses (75% or more of
which  may  be  required  to be  used  to  repay  indebtedness)  to  meet  these
requirements.


                                       19
<PAGE>
                        CoreComm Limited and Subsidiaries

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.  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,  (e) we will not be adversely  affected by
interest rate fluctuations or (f) 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.
A hearing  before the Nasdaq Listing  Qualifications  Panel to review the Nasdaq
Staff  Determination  has been  scheduled  for  September 6, 2001.  Pending such
hearing,  our common stock will continue to trade on the Nasdaq National Market.
There can be no  assurance  that we will  prevail at the  hearing,  and that our
common stock will not be delisted from the Nasdaq National Market. 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.

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 August 10, 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 in 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.  The applicable  margin for the facilities  will be subject to reductions
based on the ratio of our consolidated  total debt to annualized EBITDA. At June
30, 2001,  the  effective  interest rate on the amounts  outstanding  was 9.29%.
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.

                                       20

<PAGE>
                        CoreComm Limited and Subsidiaries

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.

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.

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.

Certain of our  subsidiaries  have  various  notes  payable and  capital  leases
outstanding.  The  approximate  amounts  due for these  notes and  leases are as
follows:  $14.6 million from July 1, 2001 to December 31, 2001,  $3.8 million in
2002 and $268,000 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  and  March  2001,  we made  required
principal payments of approximately  $2.7 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.


                                       21
<PAGE>
                        CoreComm Limited and Subsidiaries


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 cash,  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 $1.75 (as amended from $14.36 in April 2001).
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.

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,  commencing  July 1,  2001.  The  interest  will be 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.

                                       22
<PAGE>
                        CoreComm Limited and Subsidiaries

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 the actual payment,
if any, to be significant.

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,  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 six  months  ended  June 30,  2001,  cash used in  operating  activities
decreased to $52,362,000  from $60,282,000 in the six months ended June 30, 2000
due to significant  efforts to reduce  expenses and slower  payments of accounts
payable and accrued expenses in order to conserve cash.

For the six months  ended June 30,  2001,  cash used to  purchase  fixed  assets
decreased to $6,204,000  from  $35,681,000 in the six months ended June 30, 2000
which reflects the modifications to our business plan and the effort 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.


                                       23
<PAGE>
                        CoreComm Limited and Subsidiaries

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.


                                       24
<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.


                                       25
<PAGE>
<TABLE>
<CAPTION>
                                                  CoreComm Limited and Subsidiaries


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



                         For the
                           Six
                          Months
                          Ending                                For the Years Ending December 31,                            Fair
                        December 31,  -------------------------------------------------------------------------              Value
                           2001         2002        2003         2004          2005        2006      Thereafter     Total   6/30/01
                       -------------------------------------------------------------------------------------------------------------
                                                                            (in thousands)
<S>                       <C>         <C>         <C>            <C>         <C>        <C>          <C>          <C>       <C>
Long-term debt,
  including current
  portion

Fixed rate                $4,156      $19,906     $103,189       $    -      $     -    $      -     $207,368     $334,619  $169,529
Average interest rate      11.19%        8.75%        6.47%                                              6.98%

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%
</TABLE>




                                                                 26

<PAGE>
                        CoreComm Limited and Subsidiaries


PART II.  OTHER INFORMATION

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. A hearing before the Nasdaq Listing Qualifications Panel
to review the Nasdaq Staff  Determination  has been  scheduled  for September 6,
2001. Pending such hearing, the Company's common stock will continue to trade on
the Nasdaq  National  Market.  There can be no  assurance  that the Company will
prevail at the hearing,  and that its common stock will not be delisted from the
Nasdaq National Market. If the Company's common stock were delisted, the Company
believes that such delisting  would have an adverse affect on the trading prices
of its common stock and would, in all likelihood, adversely affect the liquidity
of the shares of common stock held by the Company's  stockholders.  In addition,
such delisting may cause future  financing to be more difficult,  more expensive
or both.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)     Exhibits.

                None

        (b)     Reports on Form 8-K.

                During the quarter  ended June 30, 2001,  the Company  filed the
                following reports on Form 8-K:
                (i)   Report dated April 2, 2001,  reporting under Item 5, Other
                      Events, CoreComm Limited issued a press release announcing
                      that it was delaying  filing of its Form 10-K for the year
                      ended December 31, 2000.
                (ii)  Report dated April 13, 2001, reporting under Item 5, Other
                      Events, CoreComm Limited issued a press release announcing
                      that it completed financing  arrangements in the amount of
                      $80 million.
                (iii) Report dated May 16, 2001,  reporting  under Item 5, Other
                      Events,  that  CoreComm  Limited  announced  its operating
                      results for the three months ended March 31, 2001.

                No financial statements were filed with these reports.



                                       27
<PAGE>

                                   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:    August 10, 2001                 By: /s/ Barclay Knapp
                                         -------------------------
                                         Barclay Knapp
                                         President, Chief Executive Officer and
                                         Chief Financial Officer



Date:    August 10, 2001                 By: /s/ Gregg N. Gorelick
                                         --------------------------
                                         Gregg N. Gorelick
                                         Vice President-Controller and Treasurer
                                         (Principal Accounting Officer)



                                       28