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 March 31, 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 March 31,
2001 was 72,573,431.
<PAGE>

                        CoreComm Limited and Subsidiaries



                                      Index




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

Item 1. Financial Statements

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

        Condensed Consolidated Statements of Operations -
        Three months ended March 31, 2001 and 2000  .....................   3

        Condensed Consolidated Statement of Shareholders' Equity -
        Three months ended March 31, 2001  ..............................   4

        Condensed Consolidated Statements of Cash Flows -
        Three months ended March 31, 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 ..............................  14

Item 3. Quantitative and Qualitative Disclosures about Market Risk ......  20


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

Item 6. Exhibits and Reports on Form 8-K ................................  21

SIGNATURES...............................................................  22

<PAGE>
                        CoreComm Limited and Subsidiaries

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                             CoreComm Limited and Subsidiaries
                                           Condensed Consolidated Balance Sheets

                                                                                       March 31,            December 31,
                                                                                          2001                  2000
                                                                                   -------------------------------------
                                                                                       (Unaudited)          (See Note)
<S>                                                                                   <C>                 <C>
Assets
Current assets:
   Cash and cash equivalents                                                          $  11,720,000       $  25,802,000
   Marketable securities                                                                          -           4,715,000
   Accounts  receivable-trade,  less allowance for doubtful accounts of
     $12,041,000 (2001) and $11,034,000 (2000)                                           34,233,000          34,344,000
   Due from NTL Incorporated                                                                      -          17,206,000
   Other                                                                                  7,074,000          10,289,000
                                                                                   -------------------------------------
Total current assets                                                                     53,027,000          92,356,000

Fixed assets, net                                                                       170,856,000         179,651,000
Goodwill, net of accumulated amortization of $73,398,000 (2001) and
   $42,028,000 (2000)                                                                   401,890,000         600,859,000
Intangible assets, net                                                                    5,978,000           6,092,000
Other, net of accumulated amortization of $1,918,000 (2001) and
   $1,480,000 (2000)                                                                     32,272,000          30,805,000
                                                                                   -------------------------------------
                                                                                       $664,023,000        $909,763,000
                                                                                   =====================================
Liabilities and shareholders' equity
Current liabilities:
  Accounts payable                                                                     $ 51,777,000       $  73,133,000
  Accrued expenses                                                                      106,825,000          90,313,000
  Due to NTL Incorporated                                                                 2,409,000                   -
  Current portion of long-term debt and capital lease obligations                        19,125,000          22,921,000
  Deferred revenue                                                                       32,777,000          29,701,000
                                                                                   -------------------------------------
Total current liabilities                                                               212,913,000         216,068,000

Long-term debt                                                                          366,961,000         358,624,000
Notes payable to related parties                                                         16,100,000          16,100,000
Capital lease obligations                                                                   736,000           2,693,000

Commitments and contingent liabilities

Shareholders' equity:
  Series preferred stock - $.01 par value, authorized 5,000,000 shares:                           -                   -
     Series A, liquidation  preference  $52,172,000;  issued and outstanding
        51,000 (2001) and 51,000 (2000) shares                                                    -                   -
     Series B, liquidation preference  $254,862,000;  issued and outstanding
        250,000 (2001) and 250,000 (2000) shares                                              3,000               3,000
     Series C,  none issued or outstanding                                                        -                   -
  Common stock - $.01 par value, authorized 200,000,000 shares; issued and
    outstanding 72,573,000 (2001) and 72,029,000 (2000) shares                              726,000             720,000
Additional paid-in capital                                                              778,813,000         781,357,000
Deferred non-cash compensation                                                          (18,404,000)        (21,638,000)
(Deficit)                                                                              (683,251,000)       (433,590,000)
                                                                                   -------------------------------------
                                                                                         77,887,000         326,852,000
Treasury stock at cost, 1,329,000 shares                                                (10,574,000)        (10,574,000)
                                                                                   -------------------------------------
                                                                                         67,313,000         316,278,000
                                                                                   -------------------------------------
                                                                                       $664,023,000        $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 March 31,
                                                                   2001                     2000
                                                           ------------------------------------------

<S>                                                          <C>                      <C>
Revenues                                                        $72,937,000              $18,959,000

Costs and expenses
Operating                                                        56,194,000               23,846,000
Selling, general and administrative                              38,925,000               20,933,000
Corporate                                                         3,894,000                2,396,000
Non-cash compensation                                             3,234,000                       -
Other charges                                                       119,000                1,426,000
Write-down of intangibles                                       167,599,000                       -
Depreciation                                                     12,045,000                5,214,000
Amortization                                                     31,511,000                3,170,000
                                                           ------------------------------------------
                                                                313,521,000               56,985,000
                                                           ------------------------------------------
Operating (loss)                                               (240,584,000)             (38,026,000)

Other income (expense)
Interest income and other, net                                      776,000                2,169,000
Interest expense                                                 (9,838,000)              (3,809,000)
                                                           ------------------------------------------
(Loss) before income tax provision                             (249,646,000)             (39,666,000)
Income tax provision                                                (15,000)                (205,000)
                                                           ------------------------------------------
Net (loss)                                                    $(249,661,000)            $(39,871,000)
                                                           ===========================================


Basic and diluted net (loss) per share                               $(3.58)                  $(1.02)
                                                           ===========================================

See accompanying notes.

                                                   3
</TABLE>

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

                       Condensed Consolidated Statement of Shareholders' Equity
                                             (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                                                         2,000           -
Common stock issued for
   dividend on preferred
   stock                                                                        542,000       6,000
Accreted dividends on
   preferred stock
Non-cash compensation
    expense
Net (loss) for the three
   months ended March 31,
   2001
                              ---------------------------------------------------------------------
Balance, March 31, 2001        51,000    $    -       250,000    $3,000      72,573,000    $726,000
                              =====================================================================
</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                (4,417,000)
Non-cash compensation
    expense                                          3,234,000
Net (loss) for the three
   months ended March 31,
   2001                                                            (249,661,000)
                               -----------------------------------------------------------------------------
Balance, March 31, 2001          $778,813,000     $(18,404,000)   $(683,251,000)   (1,329,000)  $(10,574,000)
                               =============================================================================
</TABLE>

See accompanying notes.

                                                   4
<PAGE>
<TABLE>
<CAPTION>
                                             CoreComm Limited and Subsidiaries

                                      Condensed Consolidated Statements of Cash Flows
                                                        (Unaudited)

                                                                              Three Months Ended March 31,
                                                                                2001                2000
                                                                      ---------------------------------------

<S>                                                                        <C>                  <C>
Net cash (used in) operating activities                                    $(19,208,000)        $(38,836,000)

Investing activities
Purchase of fixed assets                                                       (530,000)         (18,245,000)
Increase in other assets                                                             -              (150,000)
Purchase of marketable securities                                                    -           (20,015,000)
Proceeds from sales of marketable securities                                  4,775,000           57,426,000
                                                                      ---------------------------------------
Net cash provided by investing activities                                     4,245,000           19,016,000

Financing activities
Proceeds from borrowing, net of financing costs                               9,736,000            1,209,000
Proceeds from exercise of stock options and warrants                              4,000            9,152,000
Principal payments                                                           (4,299,000)          (1,307,000)
Principal payments of capital lease obligations                              (4,560,000)          (4,283,000)
                                                                      ---------------------------------------
Net cash provided by financing activities                                       881,000            4,771,000
                                                                      ---------------------------------------
Decrease in cash and cash equivalents                                       (14,082,000)         (15,049,000)
Cash and cash equivalents at beginning of period                             25,802,000           86,685,000
                                                                      ---------------------------------------
Cash and cash equivalents at end of period                                  $11,720,000          $71,636,000
                                                                       ======================================

Supplemental disclosure of cash flow information
 Cash paid for interest                                                    $  1,110,000         $  6,514,000
 Income taxes paid                                                                    -              299,000

Supplemental schedule of non-cash investing activities
 Liabilities incurred to acquire fixed assets                                $3,703,000          $15,906,000

See accompanying notes.

                                                   5
</TABLE>

<PAGE>
                        CoreComm Limited and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1.  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three months ended March 31, 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  prior  year  amounts  have been  reclassified  to  conform  to the 2001
presentation.

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

                              Three Months Ended March 31,
                                  2001              2000
                           ----------------------------------

Telecommunications            $55,232,000       $15,781,000
Internet and Data              17,509,000         3,057,000
Other (a)                         196,000           121,000
                           ----------------------------------
                              $72,937,000       $18,959,000
                           ==================================

(a)  Other includes cellular long distance, wireless and paging revenue.


Note 2.  Recent Financing

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  currently  intends  to devote  its  resources  to the more
profitable  areas of its business and  substantially  reduce 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.

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. The goodwill had a useful life of 7 and 5 years.

                                       6
<PAGE>
                        CoreComm Limited and Subsidiaries

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


Note 2.  Recent Financing (continued)

In April 2001, the Company  entered into financing  arrangements  to provide $80
million of additional  cash,  which it received in April 2001. The  arrangements
include $55 million provided under an Amended and Restated Credit Agreement that
amends  and  restates  the term loan  facility  and  revolving  credit  facility
described in Note 6. A portion of the $55 million came from The Chase  Manhattan
Bank ("Chase"),  and the remainder from America Online, Inc. ("AOL") and Goldman
Sachs Credit  Partners.  The remainder of the $80 million is in the form of debt
financing provided by Booth American Company and NTL Incorporated ("NTL") in the
amounts of $10 million and $15 million, respectively.

In connection with these  arrangements,  in April 2001, the Company entered into
certain other agreements including the following:

o    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.
o    The  Company  paid  $9  million  in  fees  in   connection   with  the  ATX
     Telecommunications Services, Inc. ("ATX") and Voyager.net, Inc. ("Voyager")
     acquisitions which were included in accrued expenses at December 31, 2000.
o    The  Company  paid Chase  $500,000  upon  receipt of funds under the Credit
     Agreement.
o    A network and  software  agreement  with NTL  pursuant to which the Company
     will provide U.S. network access on the Company's network for U.K. Internet
     traffic from NTL's U.K.  customers  for three  years,  as well as a royalty
     free license to use certain billing and provisioning software and know-how.
o    The Company  amended the conversion  price of the Series A preferred  stock
     issued  in  September  2000  to  Booth  American   Company  to  the  stated
     liquidation  value of $1,000 per Series A preferred  share divided by $1.75
     from the stated liquidation value of $1,000 per share divided by $14.36.
o    The Company agreed to issue 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  Agreement  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 1.3 million shares of common stock issued in December 2000
     and January 2001 will be canceled upon the issuance of these new warrants.

The Company anticipates that it will have sufficient cash to execute its revised
business plan,  however,  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  or (e) the Company will not be adversely
affected by interest  rate  fluctuations.  The Company  continues  to review its
operations  and may incur  additional  charges in the future  related to further
restructuring or downsizing of its operations.

                                       7
<PAGE>
                        CoreComm Limited and Subsidiaries

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


Note 3.  Intangible Assets

Intangible assets consist of:
<TABLE>
<CAPTION>
                                                                    March 31,          December 31,
                                                                      2001                2000
                                                              ------------------------------------
                                                                  (Unaudited)
<S>                                                                <C>                 <C>
LMDS license costs                                                 $4,230,000          $4,230,000
Workforce, net of accumulated amortization of
   $229,000 (2001) and $198,000 (2000)                                 21,000              52,000
Customer lists, net of accumulated amortization of
   $613,000 (2001) and $530,000 (2000)                              1,727,000           1,810,000
                                                              ------------------------------------
                                                                   $5,978,000          $6,092,000
                                                              ====================================
</TABLE>

On September 29, 2000, the Company completed two significant  acquisitions.  The
Company acquired Voyager, a large independent  Internet  communications  company
focused on the Midwestern  United States,  and 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  tangible  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.  Changes
to the allocation of purchase price are  anticipated as valuations of assets and
liabilities are completed.

The pro forma unaudited  consolidated results of operations for the three months
ended March 31, 2000 assuming  consummation of the acquisitions as of January 1,
2000 are as follows:

  Total revenue                                           $73,664,000
  Net (loss)                                              (71,751,000)
  Basic and diluted net (loss) per share                        (1.11)

                                       8
<PAGE>
                        CoreComm Limited and Subsidiaries

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


Note 4.   Fixed Assets

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

<S>                                                 <C>                     <C>
  Operating equipment                               $124,494,000            $124,335,000
  Computer hardware and software                      53,707,000              53,471,000
  Other equipment                                     20,141,000              21,192,000
  Construction-in-progress                            25,521,000              22,097,000
                                              ---------------------------------------------
                                                     223,863,000             221,095,000
  Accumulated depreciation                           (53,007,000)            (41,444,000)
                                              ---------------------------------------------
                                                    $170,856,000            $179,651,000
                                              =============================================
</TABLE>



Note 5.   Accrued Expenses

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

<S>                                                 <C>                     <C>
  Payroll and related                               $  5,900,000            $  5,032,000
  Professional fees                                    1,950,000               2,995,000
  Taxes, including income taxes                       11,116,000              14,829,000
  Accrued equipment purchases                         14,430,000              14,460,000
  Toll and interconnect                               33,137,000              20,628,000
  Interest                                            11,784,000               4,565,000
  Dividends                                            5,947,000               3,405,000
  Acquisition costs                                   13,734,000              16,090,000
  Other                                                8,827,000               8,309,000
                                              ---------------------------------------------
                                                    $106,825,000             $90,313,000
                                              =============================================
</TABLE>

                                       9
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 6.   Long-Term Debt

<TABLE>
<CAPTION>
Long-term debt consists of:
                                                                               March 31,             December 31,
                                                                                  2001                   2000
                                                                       --------------------------------------------
                                                                              (Unaudited)
<S>                                                                         <C>                    <C>
  6% Convertible Subordinated Notes                                           $175,000,000           $175,000,000
  Working capital promissory note, interest at 8.5%                              1,081,000              1,496,000
  Note payable for equipment, interest at 12.75%                                 2,220,000              3,331,000
  Senior secured credit facility                                               101,100,000             91,100,000
  Senior unsecured notes due 2003, less unamortized discount
    of $12,356,000 (2001) and $13,433,000 (2000)                                93,573,000             95,236,000
  Other                                                                            127,000                160,000
                                                                       --------------------------------------------
                                                                               373,101,000            366,323,000
  Less current portion                                                           6,140,000              7,699,000
                                                                       --------------------------------------------
                                                                              $366,961,000           $358,624,000
                                                                       ============================================
</TABLE>

In September  2000,  subsidiaries  of the Company  entered into a senior secured
credit  facility with The Chase Manhattan Bank as lender,  administrative  agent
and collateral  agent.  The senior secured credit  facility  provides for both a
term loan  facility and a revolving  credit  facility.  At March 31,  2001,  the
effective  interest rate on the amounts  outstanding was 9.11%. In January 2001,
the Company borrowed an additional $10 million under this facility,  of which $3
million  was used for the  payment  of  acquisition  costs  included  in accrued
expenses at December  31,  2000.  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.

In April 2001, the Company entered into  agreements with Booth American  Company
and NTL for the  issuance  of $10  million  and $15  million,  respectively,  of
unsecured  convertible  notes.  These  notes will  mature in April and May 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  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 in April or May 2003,  at a  redemption  price of  103.429%  that  declines
annually to 100% in April or May 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.

                                       10
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 7.   Related Party Transactions

Some of the officers and directors of the Company are also officers or directors
of NTL. 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 three months ended
March 31,  2001 and  2000,  NTL  charged  the  Company  $104,000  and  $397,000,
respectively, which is included in corporate expenses.

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 three  months  ended March 31,  2001 and 2000,  the Company
charged NTL $67,000 and $61,000, 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
$467,000  and  $199,000  for the three  months  ended  March 31,  2001 and 2000,
respectively, as a result of these charges.

In October 2000,  the Company billed NTL $6,674,000 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 three months ended March 31, 2001, $992,000
of the prepayments  were  recognized.  The balance of $14,810,000 is included in
deferred revenue at March 31, 2001.

Note 8.   Other Charges

Other  charges of  $119,000  for the three  months  ended March 31, 2001 are for
adjustments  to  restructuring  costs  recorded in 2000.  These charges  include
additional  employee  severance  and  related  costs of  $351,000,  offset  by a
reversal of the lease exit  provision of $232,000.  Other  charges of $1,426,000
for the three months ended March 31, 2000 are for  restructuring  costs relating
to the Company's  announcement in March 2000 of a  reorganization  of certain of
its operations.  As of December 31, 2000, the remaining  provision  consisted of
employee  severance  and  related  costs of  $1,314,000  for  approximately  250
employees  and lease exit costs of $521,000.  As of March 31, 2001,  $766,000 of
these provisions had been used,  including  $588,000 for employee  severance and
related costs and $178,000 for lease exit costs.  As of March 31, 2001,  none of
the employees to be terminated were still employed by the Company. The remaining
provision for leases will be used through 2003.

                                       11
<PAGE>
                        CoreComm Limited and Subsidiaries

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

Note 8.   Other Charges (continued)

In  May  2001,  the  Company  announced  it was  taking  additional  actions  to
reorganize,  re-size and reduce  operating  costs. In the second quarter of 2001
the  Company  will  record a charge  in the  amount  of  $435,000  for  employee
severance and related costs for  approximately  210 employees to be  terminated.
These payments will be paid through September 2001.

Note 9.   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. 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 March 31, 2001, $12.9
million of the deferred non-cash compensation was charged to expense,  including
$3.2 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:
$9.7 million in 2001, $7.5 million in 2002 and $1.2 million in 2003.

Note 10.  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 March 31,
                                                                 2001                   2000
                                                         -----------------------------------------
<S>                                                         <C>                    <C>
Numerator:
Net loss                                                    $(249,661,000)         $(39,871,000)
Preferred stock dividend                                       (4,417,000)                    -
Preferred stock accretion to
   redemption value                                            (1,117,000)                    -
                                                         -----------------------------------------
Net loss available to common
   shareholders                                             $(255,195,000)         $(39,871,000)
                                                         -----------------------------------------

Denominator for basic net loss per common share                71,232,000            38,955,000
Effect of dilutive securities                                           -                     -
                                                         -----------------------------------------
Denominator for diluted net loss per common share              71,232,000            38,955,000
                                                         -----------------------------------------

Basic and diluted net loss per common share                        $(3.58)               $(1.02)
                                                         =========================================
</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.

                                       12
<PAGE>
                        CoreComm Limited and Subsidiaries

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


Note 11.  Commitments and Contingent Liabilities

As of March 31, 2001,  the Company had  purchase  commitments  of  approximately
$45,000,000 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.

At the  time of the  financing  received  from AOL in April  2001,  the  Company
committed to purchase $15 million in advertising to be utilized in 2002.

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.



                                       13
<PAGE>
                        CoreComm Limited and Subsidiaries


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
          AND FINANCIAL CONDITION.


                              RESULTS OF OPERATIONS


Three Months Ended March 31, 2001 and 2000
------------------------------------------

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.

As a result of the  significant  modifications  to our business  plan, we expect
modest increases in revenues and significant  reductions in operating,  selling,
general and  administrative  and corporate  expenses in the remainder of 2001 as
compared to fourth quarter of 2000.

The increase in revenues to $72,937,000  from $18,959,000 is due to acquisitions
in 2000,  which  accounted for  $54,770,000  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 $56,194,000
from $23,846,000 due to acquisitions in 2000, which accounted for $35,306,000 of
the increase.  This increase is offset by a decrease in costs as a result of the
modifications to our business plan.

Selling,  general and  administrative  expenses  increased to  $38,925,000  from
$20,933,000 due to acquisitions in 2000,  which accounted for $22,858,000 of the
increase.  This  increase  is offset by a  decrease  in costs as a result of the
modifications to our business plan.

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
$3,894,000 from $2,396,000 primarily due to financing related activities.

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 March 31, 2001,  $12.9 million of the
deferred non-cash compensation was charged to expense, including $3.2 million in
2001. We will charge the deferred expense to non-cash  compensation expense over
the vesting period of the stock options as follows:  $9.7 million in 2001,  $7.5
million in 2002 and $1.2 million in 2003.

                                       14
<PAGE>
                        CoreComm Limited and Subsidiaries

Other  charges of  $119,000  for the three  months  ended March 31, 2001 are for
adjustments  to  restructuring  costs  recorded in 2000.  These charges  include
additional  employee  severance  and  related  costs of  $351,000,  offset  by a
reversal of the lease exit  provision of $232,000.  Other  charges of $1,426,000
for the three months ended March 31, 2000 are for  restructuring  costs relating
to the Company's  announcement in March 2000 of a  reorganization  of certain of
its operations.  As of December 31, 2000, the remaining  provision  consisted of
employee  severance  and  related  costs of  $1,314,000  for  approximately  250
employees  and lease exit costs of $521,000.  As of March 31, 2001,  $766,000 of
these provisions had been used,  including  $588,000 for employee  severance and
related costs and $178,000 for lease exit costs.  As of March 31, 2001,  none of
the employees to be terminated were still employed by the Company. The remaining
provision for leases will be used through 2003.

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. The goodwill had a useful life of 7 and 5 years.

Depreciation  expense  increased to $12,045,000  from $5,214,000  primarily as a
result of an increase in fixed assets.

Amortization  expense  increased  to  $31,511,000  from  $3,170,000  due  to the
amortization of goodwill from the acquisitions in 2000.

Interest income and other, net, decreased to $776,000 from $2,169,000  primarily
due to the reduction of interest income resulting from declining cash balances.

Interest  expense  increased to  $9,838,000  from  $3,809,000  primarily  due to
interest on the senior secured credit facility  beginning in September 2000, the
senior  unsecured  notes  due 2003  issued  in  September  2000  and the  senior
unsecured notes due 2010 issued in December 2000.

The income tax  provisions of $15,000 in 2001 and $205,000 in 2000 are for state
and local income tax.

In  May  2001,  the  Company  announced  it was  taking  additional  actions  to
reorganize,  re-size and reduce  operating  costs. In the second quarter of 2001
the  Company  will  record a charge  in the  amount  of  $435,000  for  employee
severance and related costs for  approximately  210 employees to be  terminated.
These payments will be paid through September 2001.


                         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.

                                       15
<PAGE>
                        CoreComm Limited and Subsidiaries

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 April
1, 2001 through December 31, 2001 for operations, capital expenditures,  capital
lease payments and debt service will  aggregate  approximately  $80 million.  We
intend to use cash and  securities  on hand of $11.7  million at March 31, 2001,
the $80 million of  additional  financing  received  in April 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.

We anticipate that we will have sufficient cash to execute our revised  business
plan, however,  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 or (e) we
will not be adversely affected by interest rate fluctuations.  We are continuing
to review  our  operations  and we may incur  additional  charges  in the future
related to further restructuring or downsizing of our operations.

In April 2001, we entered into financing  arrangements  and received $80 million
of additional  cash.  The  arrangements  include $55 million  provided  under an
Amended and Restated  Agreement  Credit  Agreement with The Chase Manhattan Bank
("Chase")  that amends and restates the term loan facility and revolving  credit
facility  described  below.  A portion of the $55  million  available  under the
agreement with Chase came from Chase, and the remainder was from America Online,
Inc. ("AOL") and Goldman Sachs Credit Partners. The remainder of the $80 million
is in the form of debt  financing  provided  by Booth  American  Company and NTL
Incorporated   ("NTL")  in  the  amounts  of  $10   million  and  $15   million,
respectively.

In connection with these arrangements,  we entered into certain other agreements
including the following:

o    We  entered  into  a  Marketing  Agreement  with  AOL  to  market  a  joint
     CoreComm/AOL  bundled  package in our market  areas.  We 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.
o    We  paid  $9  million  in  fees in  connection  with  the  ATX and  Voyager
     acquisitions which were included in accrued expenses at December 31, 2000.
o    We paid Chase $500,000 upon receipt of funds under the Credit Agreement.
o    We entered into a network and software agreement with NTL pursuant to which
     we will  provide U. S.  network  access on our network  for U. K.  Internet
     traffic from NTL's U.K.  customers  for three  years,  as well as a royalty
     free license to use certain billing and provisioning software and know-how.
o    We amended the conversion  price of the Series A preferred  stock issued in
     September 2000 to Booth American Company to the stated liquidation value of
     $1,000  per  Series A  preferred  share  divided  by $1.75  from the stated
     liquidation value of $1,000 per share divided by $14.36.
o    We agreed to issue to  lenders  warrants  to  purchase  approximately  10.6
     million  shares of our common stock at an exercise  price of $.01 per share
     that expire in April 2011. If we reduce the aggregate commitments under the
     Credit  Agreement by $40 million on or prior to September  30, 2001, we may
     cancel warrants issued to purchase  approximately 4.2 million shares of our
     common  stock.  Warrants to  purchase an  aggregate  of  approximately  1.3
     million shares of our common stock issued in December 2000 and January 2001
     will be canceled upon the issuance of these new warrants.

                                       16
<PAGE>
                        CoreComm Limited and Subsidiaries

In order to fund the cash portion of the ATX and Voyager acquisitions, we raised
$50  million  from the  issuance of Series A  preferred  stock,  and we obtained
through our  subsidiaries a $150 million senior secured credit facility from The
Chase  Manhattan  Bank,  of which $100 million was a term loan  facility and $50
million was a revolving  credit  facility.  Effective in April 2001,  the credit
facility was amended such that the aggregate  amount available is $156.1 million
of which the term loan  facility  is $106.1  million  and the  revolving  credit
facility is $50 million.

As of May 14, 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 was, at
our option,  either  3.25% 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  4.25% 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 March 31, 2001,
the effective  interest rate on the amounts  outstanding was 9.11%.  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.

Effective in April 2001, the credit  facility was amended such that the interest
rate 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.

In April 2001, we entered into  agreements  with Booth American  Company and NTL
for the  issuance of $10 million and $15  million,  respectively,  of  unsecured
convertible  notes.  These notes will mature in April and May 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  or May  2003,  at a
redemption  price of  103.429%  that  declines  annually to 100% in April or May
2007, in each case together with accrued and unpaid  interest to the  redemption
date.

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.

                                       17
<PAGE>
                        CoreComm Limited and Subsidiaries

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.  We are making  monthly  payments of principal  and interest  under
these notes and leases that end in 2003. The  approximate  amounts due for these
notes and leases are as follows:  $15.4  million  from April 1, 2001 to December
31, 2001, $3.7 million in 2002 and $231,000 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.

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.  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.

                                       18
<PAGE>
                        CoreComm Limited and Subsidiaries

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

In December 2000, we issued $16.1 million  aggregate  principal amount of senior
unsecured convertible notes to officers and directors of the Company. The senior
unsecured convertible notes mature in December 2010. Interest on the notes is at
an annual rate of 10.75%  payable  semiannually  on January 1 and July 1 of each
year,  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.

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 three  months ended March 31,  2001,  cash used in operating  activities
decreased to  $19,208,000  from  $38,836,000 in the three months ended March 31,
2000 primarily due to slower payments of accounts  payable and accrued  expenses
in order to conserve cash.

                                       19
<PAGE>
                        CoreComm Limited and Subsidiaries

For the three months ended March 31,  2001,  cash used to purchase  fixed assets
decreased to $530,000 from  $18,245,000 in the three months ended March 31, 2000
which reflects the modifications to our business plan and the effort to conserve
cash.

Proceeds from  borrowings,  net of financing  costs,  of $9,736,000 was from the
borrowings under the Chase facility in January 2001.

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

Certain statements contained herein constitute  "forward-looking  statements" as
that term is defined under the Private Securities Litigation Reform Act of 1995.
When used  herein,  the  words,  "believe,"  "anticipate,"  "should,"  "intend,"
"plan," "will," "expects," "estimates,"  "projects,"  "positioned,"  "strategy,"
and  similar  expressions   identify  such  forward-looking   statements.   Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the  Company,  or  industry  results,  to be  materially  different  from  those
contemplated, projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include the following:
general  economic  and  business  conditions,   industry  trends,  technological
developments, the Company's ability to continue to design and build its network,
install  facilities,  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 new
business   opportunities   requiring   significant  up-front   investment,   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.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material  changes in the reported  market risks since the end
of the most recent fiscal year.




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                        CoreComm Limited and Subsidiaries


PART II.  OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          None

     (b)  Reports on Form 8-K.

          During  the  quarter  ended  March 31,  2001,  the  Company  filed the
          following reports on Form 8-K:

          (i)  Report dated March 2, 2001, reporting under Item 5, Other Events,
               that  CoreComm  Limited  has  identified  additional  cost saving
               opportunities.
          (ii) Report  dated  March 21,  2001,  reporting  under  Item 5,  Other
               Events,  that  CoreComm  Limited  announced  that it is  pursuing
               several financing opportunities.

          No financial statements were filed with these reports.



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<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:    May 14, 2001                    By: /s/ Barclay Knapp
                                         -------------------------
                                         Barclay Knapp
                                         President, Chief Executive Officer and
                                         Chief Financial Officer



Date:    May 14, 2001                    By: /s/ Gregg N. Gorelick
                                         --------------------------
                                         Gregg N. Gorelick
                                         Vice President-Controller and Treasurer
                                         (Principal Accounting Officer)



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