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, 1999

                                       OR

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


Commission File No.                  0-24521
                    ------------------------------------------------------------


                                CORECOMM LIMITED
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Bermuda                                   Not Applicable          
------------------------------------        ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 of incorporation or organization)

            Cedar House                          Secretary CoreComm Limited
          41 Cedar Avenue                           110 East 59th Street
     Hamilton, HM 12, Bermuda                        New York, NY  10022
          (441) 295-2244                               (212) 906-8485
--------------------------------------------------------------------------------
 (Address, including zip code, and          (Name, address, including zip code,
 telephone number, including area             and telephone number, including 
  code of Registrant's principal               area code of agent for service)
         executive offices)

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,
1999 was 13,239,699.


<PAGE>


                        CoreComm Limited and Subsidiaries



                                      Index



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

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets -
         March 31, 1999 and December 31, 1998 ............................    2

         Condensed Consolidated Statements of Operations -
         Three months ended March 31, 1999 and March 31, 1998 ............    3

         Condensed Consolidated Statement of Shareholders' Equity -
         Three months ended March 31, 1999 ...............................    4

         Condensed Consolidated Statements of Cash Flows -
         Three months ended March 31, 1999 and March 31, 1998.............    5

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

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition ..............................   10

Item 3.  Quantitative and Qualitative Disclosure about Market Risk .......   14

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

Item 6.  Exhibits and Reports on Form 8-K ................................   15

SIGNATURES................................................................   16
----------

<PAGE>


PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                        CoreComm Limited and Subsidiaries

                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                  March 31,          December 31,
                                                                    1999                 1998
                                                            -----------------------------------------
                                                                 (Unaudited)           (See Note)
<S>                                                            <C>                   <C> 
ASSETS
Current assets:
   Cash and cash equivalents                                   $  37,838,000         $  26,161,000
   Marketable securities                                          87,471,000           110,718,000
   Accounts receivable-trade, less allowance for doubtful
     accounts of $753,000 (1999) and $742,000 (1998)               1,724,000             1,125,000
   Due from affiliates                                             2,780,000             1,954,000
   Inventory                                                         203,000               150,000
   Other                                                           1,052,000               519,000
                                                               -----------------------------------
Total current assets                                             131,068,000           140,627,000

Fixed assets, net                                                  5,282,000             3,582,000
Goodwill, net of accumulated amortization of
    $375,000 (1999) and $230,000 (1998)                            3,916,000             4,028,000
LMDS license costs                                                25,366,000            25,366,000
Other, net of accumulated amortization of $7,000 (1999)
    and $1,000 (1998)                                              5,440,000             2,923,000
                                                               -----------------------------------
                                                               $ 171,072,000         $ 176,526,000
                                                               ===================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                            $   2,093,000         $   1,937,000
   Accrued expenses                                                4,574,000             4,247,000
   Current portion of note payable and capital 
       lease obligations                                             170,000               133,000
   Deferred revenue                                                  466,000               411,000
                                                               -----------------------------------
Total current liabilities                                          7,303,000             6,728,000

Note payable                                                         252,000               283,000
Capital lease obligations                                            204,000               218,000
Commitments and contingent liabilities

Shareholders' equity:
   Series preferred stock - $.01 par value, authorized
       1,000,000 shares; issued and outstanding none                       -                     -
   Common stock - $.01 par value;  authorized  75,000,000
       shares; issued and outstanding 13,240,000 (1999)
       and 13,199,000 (1998) shares                                  132,000               132,000
   Additional paid-in capital                                    185,958,000           185,420,000
   (Deficit)                                                     (22,777,000)          (16,255,000)
                                                               -----------------------------------
                                                                 163,313,000           169,297,000
                                                               -----------------------------------
                                                               $ 171,072,000          $176,526,000
                                                               ===================================
</TABLE>

Note:  The balance  sheet at December 31, 1998 has been derived from the audited
financial statements at that date.

See accompanying notes.

                                       2
<PAGE>

                       CoreComm Limited and Subsidiaries

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              The Predecessor
                                                                   (OCOM)
                                            Three Months       Three Months
                                               Ended               Ended
                                             March 31,           March 31,
                                               1999                1998
                                        --------------------------------------
<S>                                        <C>                 <C> 
REVENUES                                   $  3,596,000        $    853,000

COSTS AND EXPENSES
Operating                                     2,848,000             435,000
Selling, general and administrative           5,784,000           1,766,000
Corporate                                     2,292,000                   -
Depreciation                                    428,000             142,000
Amortization                                    151,000               2,000
                                           --------------------------------
                                             11,503,000           2,345,000
                                           --------------------------------
Operating (loss)                             (7,907,000)         (1,492,000)

OTHER INCOME (EXPENSE)
Interest income and other, net                1,564,000                   -
Interest expense                                (14,000)                  -
                                           --------------------------------
(Loss) before income tax provision           (6,357,000)         (1,492,000)
Income tax provision                           (165,000)                  -
                                           --------------------------------
Net (loss)                                 $ (6,522,000)       $ (1,492,000)
                                           ================================

Basic and diluted net (loss) per share     $       (.49)              $(.11)
                                           ================================

Weighted average shares                      13,212,000          13,182,000
                                           ================================
</TABLE>

See accompanying notes.



                                       3
<PAGE>

                       CoreComm Limited and Subsidiaries

            Condensed Consolidated Statement of Shareholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                            
                                                     Common Stock            Additional
                                             ---------------------------      Paid-In
                                                 Shares          Par          Capital           (Deficit)
                                             --------------------------------------------------------------
<S>                                          <C>            <C>            <C>                <C>

Balance, December 31, 1998                   13,199,000     $ 132,000      $ 185,420,000      $ (16,255,000)
Exercise of stock options                        41,000                          538,000
Net (loss) for the three months ended
  March 31, 1999                                                                                 (6,522,000)
                                             --------------------------------------------------------------
Balance, March 31, 1999                      13,240,000     $ 132,000      $ 185,958,000      $ (22,777,000)
                                             ==============================================================

</TABLE>

See accompanying notes.


                                       4
<PAGE>

                       CoreComm Limited and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                      The Predecessor
                                                                                          (OCOM)
                                                                                       Three Months
                                                            Three Months Ended             Ended
                                                                 March 31,               March 31,
                                                                   1999                    1998
                                                            --------------------     ------------------
<S>                                                            <C>                      <C>   
Net cash (used in) operating activities                        $  (9,039,000)           $ (2,130,000)

INVESTING ACTIVITIES
Purchase of fixed assets                                          (2,154,000)               (234,000)
Increase in other assets                                          (1,806,000)                      -
Purchase of marketable securities                                (45,492,000)                      -
Proceeds from sale of marketable securities                       69,643,000                       -
                                                               -------------            ------------
Net cash provided by (used in) investing activities               20,191,000                (234,000)

FINANCING ACTIVITIES
Capital contributions                                                      -               2,364,000
Principal payments of capital lease obligations                      (13,000)                      -
Proceeds from exercise of stock options                              538,000                       -
                                                               -------------            ------------
Net cash provided by financing activities                            525,000               2,364,000
                                                               -------------            ------------
Increase in cash and cash equivalents                             11,677,000                       -
Cash and cash equivalents at beginning of period                  26,161,000                       -
                                                               -------------            ------------
Cash and cash equivalents at end of period                     $  37,838,000            $          -
                                                               =============            ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest                                         $       8,000            $          -

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
Liabilities incurred to acquire fixed assets                   $     148,000            $          -
</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 months ended March 31, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December 31, 1999. 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, 1998.

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and  Hedging  Activities,"  which is  required  to be  adopted  in fiscal  years
beginning after June 15, 1999.  Management does not anticipate that the adoption
of this  standard  will have a  significant  effect on earnings or the financial
position of the Company.

The shares issuable upon the exercise of stock options and warrants are excluded
from  the  calculation  of net  (loss)  per  share  as  their  effect  would  be
antidilutive.

NOTE 2.  ORGANIZATION AND BUSINESS

CoreComm Limited (the "Company"), formerly a wholly-owned subsidiary of Cellular
Communications  of  Puerto  Rico,  Inc.  ("CCPR"),  was  formed  in  March  1998
(operations  commenced in April 1998) in order to succeed to the  businesses and
assets that were operated by OCOM  Corporation and as an appropriate  vehicle to
pursue new telecommunications  opportunities outside of Puerto Rico and the U.S.
Virgin Islands.  On June 1, 1998,  CCPR acquired  certain  operating  assets and
related  liabilities from OCOM Corporation  Telecoms Division ("OCOM").  OCOM is
the  predecessor  business to the Company.  In September  1998, CCPR made a cash
contribution  to  the  Company  of  $150,000,000  and  distributed  100%  of the
outstanding shares of the Company on a one-for-one basis to CCPR's shareholders.


                                       6


<PAGE>

                        Corecomm Limited and Subsidiaries

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

NOTE 3.  ACQUISITIONS

In April and June 1998,  CCPR  acquired  the stock of Digicom,  Inc. and certain
operating  assets  and  related  liabilities  of  JeffRand  Corp.  (known as the
Wireless Outlet) and OCOM Corporation.  CCPR contributed these businesses to the
Company.  These  acquisitions  were  accounted  for as purchases  by CCPR,  and,
accordingly, the net assets and results of operations of the acquired businesses
have been included in the  consolidated  financial  statements from the dates of
acquisition.  The  contribution  of the  assets  from  CCPR to the  Company  was
accounted  for at  historical  cost in a manner  consistent  with a transfer  of
entities  under  common  control  which is similar to that used in a "pooling of
interests".  The  Company's  financial  statements  include  the  results of the
contributed  companies  for all  periods  owned by CCPR.  In  November  1998,  a
wholly-owned  subsidiary of the Company acquired substantially all of the assets
and certain liabilities of Stratos Internet Group, Inc. ("Stratos"), an Internet
Service  Provider in the  Cleveland-Akron,  Ohio area. This acquisition has been
accounted  for as a purchase,  and,  accordingly,  the net assets and results of
operations  of  Stratos  have  been  included  in  the  consolidated   financial
statements from the date of acquistion.

The pro forma unaudited  consolidated results of operations for the three months
ended March 31, 1998 assuming  consummation  of the completed  acquisitions  and
receipt  of the  capital  contributions  from CCPR as of  January 1, 1998 are as
follows.  The pro forma net (loss) and basic and diluted net (loss) per share do
not  give  effect  to  interest  income  that  may  have  been  earned  had  the
$150,000,000 cash capital contribution from CCPR been made on January 1, 1998.

    Total revenue ..............................  $  2,519,000
    Net (loss) .................................    (2,146,000)
    Basic and diluted net (loss) per share .....          (.16)

In February  1999,  the Company  entered into an agreement to acquire  MegsINet,
Inc., a national Internet network and regional telecommunications  provider. The
Company will  purchase  100% of MegsINet's  stock for a total  consideration  of
approximately  $16.75 million in cash plus  approximately  1.4 million shares of
the Company's common stock. This transaction is subject to certain conditions.

Also in February 1999, the Company  entered into an agreement to acquire certain
assets of USN Communications,  Inc., a CLEC reseller.  The Company will purchase
the assets for an upfront  payment of  approximately  $27  million,  warrants to
purchase 250,000 shares of CoreComm common stock at a price of $30 per share and
100,000  shares at a price of $50 per share and a  contingent  payment  based on
future results,  that caps the total cash consideration at $85 million.  Closing
of this transaction is subject to regulatory approvals and other matters.


                                       7

<PAGE>


                        Corecomm Limited and Subsidiaries

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


NOTE 4.  FIXED ASSETS

Fixed assets consist of:

                                              March 31,        December 31,
                                                1999               1998
                                            -------------------------------
                                             (unaudited)


     Operating equipment                    $ 1,237,000        $   720,000
     Computer hardware and software           3,088,000          2,450,000
     Other equipment                          1,769,000            987,000
     Construction in progress                   197,000              5,000
                                            ------------------------------
                                              6,291,000          4,162,000
     Accumulated depreciation                (1,009,000)          (580,000)
                                            ------------------------------
                                            $ 5,282,000        $ 3,582,000
                                            ==============================

NOTE 5.  ACCRUED EXPENSES

Accrued expenses consists of:

                                              March 31,        December 31,
                                                1999               1998
                                            -------------------------------
                                             (unaudited)

     Payroll and related                    $ 1,441,000        $ 1,263,000
     Professional fees                          442,000            527,000
     Taxes, including income taxes            1,006,000          1,246,000
     Other                                    1,685,000          1,211,000
                                            ------------------------------
                                            $ 4,574,000        $ 4,247,000
                                            ==============================

NOTE 6.  RELATED PARTY TRANSACTIONS

OCOM  provided,  and now a  subsidiary  of the  Company  provides,  billing  and
software  development  services to subsidiaries of CCPR and  subsidiaries of NTL
Incorporated ("NTL"). Certain officers and directors of the Company are officers
and directors of CCPR and NTL. Beginning in 1997, the Company charged amounts in
excess  of its costs to  provide  these  services.  General  and  administrative
expenses  were  reduced by $193,000  and $82,000 in the three months ended March
31, 1999 and 1998, respectively, as a result of these charges.

At March 31,  1998,  due from  affiliates  included  $130,000  due from CCPR and
$2,650,000  due from NTL. At December 31,  1998,  due from  affiliates  included
$128,000 due from CCPR and $1,826,000 due from NTL.


                                       8

<PAGE>


                        Corecomm Limited and Subsidiaries

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


NOTE 7.  COMMITMENTS AND CONTINGENT LIABILITIES

As of March 31,  1999,  the  Company  had  purchase  commitments  of  $3,500,000
outstanding.

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.


                                       9
<PAGE>

                        CoreComm Limited and Subsidiaries


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

                              RESULTS OF OPERATIONS

The following  discussion of the results of operations of the Company includes a
comparison to the results of operations of OCOM, the predecessor business to the
Company.  The  Company  was  formed  in March  1998  and did not have any  prior
operations. Since OCOM represents a significant portion of the Company's current
business,  the comparison  with OCOM's  historical  operating  results gives the
reader  a basis  to  evaluate  the  Company's  present  business.  However,  the
historical  results  of  OCOM  may not be  indicative  of the  Company's  future
results. OCOM's primary historical business is its cellular long distance resale
business that has been and currently is a highly competitive segment of the long
distance  telephone  market.  OCOM and now CoreComm have  diversified into other
telecommunications resale businesses.

Three Months Ended March 31, 1999 and 1998
------------------------------------------

The  increase in revenues  to  $3,596,000  from  $853,000  is  primarily  due to
acquisitions  in 1998,  which  accounted for $2,316,000 of the increase.  OCOM's
revenues  increased to  $1,280,000  from  $853,000 as a result of an increase in
CLEC  revenues,  offset by the decline in cellular  long  distance  revenue as a
result of customers  switching  to other long  distance  providers.  The Company
expects this trend in its cellular long distance revenue to continue.

Operating  costs  increased  to  $2,848,000  from  $435,000   primarily  due  to
acquisitions in 1998, which accounted for $1,614,000 of the increase.  Operating
costs as a percentage  of revenues  increased to 79% from 51%.  This increase is
the  result of the  increased  proportion  of CLEC  business,  which has  higher
associated operating costs compared to cellular long distance.

Selling,  general and  administrative  expenses  increased  to  $5,784,000  from
$1,766,000 as a result of increased  selling and  marketing  costs and increased
customer service costs.  These costs are expected to increase in the foreseeable
future.

Corporate  expenses include the costs of the Company's officers and headquarters
staff,  the costs of operating the headquarters and costs incurred for strategic
planning  and  evaluation  of business  opportunities.  There were no  corporate
expenses in the three  months  ended March 31, 1998  because the Company did not
commence operations until April 1, 1998.

Depreciation  expense  increased  to  $428,000  from  $142,000 as a result of an
increase in fixed assets, primarily computer hardware and software.

Amortization  expense  increased to $151,000 from $2,000 due to the amortization
of goodwill from the acquisitions in 1998.

Interest  income and other,  net,  increased to income of  $1,564,000  from zero
primarily  due to  $1,550,000 of interest  income on the  Company's  cash,  cash
equivalents and marketable securities.

Interest  expense  increased  to $14,000  from zero due to  interest on the note
payable and capital leases.

The income tax provision of $165,000 in 1999 is for state and local income tax.


                                       10
<PAGE>

                        CoreComm Limited and Subsidiaries

                         LIQUIDITY AND CAPITAL RESOURCES

The Company will require  significant  resources to fund the construction of its
facilities  based  network,  develop  and expand  its  existing  businesses  and
licenses, acquire or develop additional telecommunications-related business, and
fund near term operating losses.

The   Company   intends   to   significantly   expand   its   telecommunications
infrastructure  in the United States over the next several years.  CoreComm,  as
well as its completed  and pending  acquired  companies,  have already begun the
process  of  installing  switches,   Internet   points-of-presence,   and  other
telecommunications  facilities in Ohio as well as other states.  The anticipated
amount of such  expenditures  have yet to be determined,  and will be related to
the speed and location of equipment deployment, as well as the mix of resold vs.
facilities-based services.

The Company's  businesses will also consume capital to acquire new customers and
to finance the working  capital  required to support these new customers.  These
businesses  will also require  additional  billing,  customer  service and other
back-office  infrastructure.  These capabilities can be expanded in-house or can
be outsourced to reduce up-front  capital  requirements.  To date, the Company's
strategy  has been to utilize  the  expertise  developed  by its  management  to
develop in-house billing and back-office capabilities.

In February  1999,  CoreComm  entered into  agreements  to acquire  MegsINet and
certain assets of USN.  Approximately $16.75 million in cash will be required to
complete the acquisition of MegsINet and approximately $27 million in cash (plus
a  potential  contingent  payment  to be paid in 2000 that  caps the total  cash
consideration  at $85 million) will be required to complete the  acquisition  of
the USN assets.  In addition,  the Company will require  significant  capital to
fund the expansion and operations related to those acquisitions, if consummated.
In the future, the Company plans to make further appropriate  acquisitions which
may require significant capital expenditures.

The amount of capital  required to construct the LMDS systems is unknown at this
time, but is likely to be several times the cost of the licenses. In addition to
up-front network  construction  costs, a significant ongoing capital requirement
will be the cost to acquire customer  premise  equipment to receive and transmit
LMDS  signals.  The network and  customer  premise  equipment  costs are unknown
because a de facto standard has yet to emerge among the LMDS auction winners and
because  insufficient  orders have been placed with  manufacturers who determine
likely prices for equipment.  As license holders choose equipment  manufacturers
and one or more  equipment  standard  emerges,  prices  will  become more easily
quantifiable.

The Company intends to fund its near term capital expenses, operating losses and
working  capital   requirements  with  cash,  cash  equivalents  and  marketable
securities  on hand of $125  million  at March 31,  1999.  The funds on hand are
primarily the result of the $150 million cash capital  contribution from CCPR in
connection with the spin-off. Longer term, it is likely that the Company will be
required to raise additional debt and/or equity financing to fully implement its
goals.


                                       11
<PAGE>

                        CoreComm Limited and Subsidiaries


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash used in  operating  activities  increased  to  $9,039,000  from  $2,130,000
primarily due to the increase in the net loss to $6,522,000 from $1,492,000. The
net loss  increased as a result of  acquisitions  and an increase in selling and
marketing costs and customer service expenses. Cash used in operating activities
is expected to continue to increase for the same reasons.

Cash used to purchase fixed assets  increased to $2,154,000 from $234,000 due to
acquisitions  and as a result of an increase in computer  hardware  and software
purchases. The Company continues to expand its in-house billing capabilities and
requires  additional  hardware for additional  personnel.  The increase in other
assets  of  $1,806,000  relates  to  payments  in  connection  with the  pending
acquisitions of MegsINet and USN.

YEAR 2000

We have a  comprehensive  Year 2000 project  designed to identify and assess the
risks associated with our information  systems,  operations and  infrastructure,
suppliers,  and  customers  that are not Year 2000  compliant,  and to  develop,
implement and test  remediation and  contingency  plans to mitigate these risks.
The project comprises four phases:  (1)  identification of risks, (2) assessment
of  risks,  (3)  development  of  remediation  and  contingency  plans  and  (4)
implementation and testing.

Our assessment is primarily  focused on both our information  technology  ("IT")
systems,  in particular our billing,  provisioning and customer service systems,
and the readiness of the  significant  facilities-based  carriers that we depend
upon for our resale services. Our leased office space and other non-IT equipment
which may have embedded technology that may be affected by the year 2000 problem
is being separately assessed.

     -    We have  completed the  assessment of our financial IT systems,  which
          will require  upgrades from vendors at nominal  additional  cost.  The
          upgrades will be placed into service by June 1999.

     -    Our evaluation of the billing,  provisioning  and customer  service IT
          systems has progressed from  assessments to renovation and validation.
          We  expect to incur  nominal  costs to  complete  the  renovation  and
          validation  of these  systems  since  they are new  systems  that were
          designed to be year 2000 ready.  We expect to complete  these tasks by
          September 1999. We have engaged a consulting firm to assist us in this
          process.

     -    Most of our IT hardware is currently year 2000 ready. Primarily all of
          the cost of upgrades and purchases of hardware and data communications
          equipment to complete  the  implementation  of year 2000  readiness is
          part of our planned growth and upgrade  capital  expenditures  in 1999
          and is not expected to be significantly different than expenditures in
          previous  years.  We expect to complete  these  upgrades by  September
          1999.


                                       12
<PAGE>


                        CoreComm Limited and Subsidiaries


     -    Our evaluation of the readiness of our significant vendors is still in
          process. We have requested  information from these vendors in order to
          determine the extent to which we may be vulnerable to their failure to
          correct their own year 2000 problems.  We have received responses from
          approximately  45% of these vendors through May 8, 1999.  However,  we
          believe that all of the facilities-based vendors that we rely upon for
          wholesale   service,   including   billing   data  and  for   Internet
          connections, are telephone companies that are required to report their
          year 2000 readiness to state public utility commissions. We anticipate
          that  such  reporting  will  assist  us in  our  evaluation  of  their
          readiness. Approximately 75% of the vendors who have not yet responded
          to our inquiries are telephone companies and other public utilities.

     -    We currently  believe the most  reasonably  likely worst case scenario
          with  respect  to the Year 2000 is the  failure  of one or more of our
          significant facilities-based vendors, including utilities, to be ready
          for the year 2000.  This could cause a temporary  interruption  in our
          provision  of  service  to  customers  or in our  ability  to bill our
          customers,  or both.  Either or both  could  have a  material  adverse
          effect on our operations,  although it is not possible at this time to
          quantify  the amount of revenues  and gross profit that might be lost,
          or the costs that could be incurred.  Our contingency  plan to address
          some of these risks involve  switching  customers to another wholesale
          provider, which would require time to implement and may be constrained
          due to capacity and/or training limitations.

As the Year 2000 project continues, we may discover additional problems, may not
be able to develop,  implement or test remediation or contingency  plans, or may
find that the costs of these  activities  exceed current  expectations.  In many
cases,  we are  relying  on  assurances  from  suppliers  that new and  upgraded
information  systems and other products will be Year 2000 ready. We plan to test
such third-party systems and products. However, we cannot be sure that our tests
will be adequate or that, if problems are identified,  they will be addressed by
the supplier in a timely and satisfactory way.

Because we use a variety of  information  systems  and have  additional  systems
embedded in our operations and infrastructure, we cannot be sure that all of our
systems will work together in a Year 2000-ready fashion.  Furthermore, we cannot
be sure that we will not suffer  business  interruptions,  either because of our
own  Year  2000  problems  or those of  third-parties  upon  whom we rely on for
services.  We are  continuing  to  evaluate  our  Year  2000-related  risks  and
corrective actions. However, the risks associated with the Year 2000 problem are
pervasive  and complex;  they can be difficult to identify and address,  and can
result in material adverse consequences to the Company.  Even if we, in a timely
manner,  complete all of our assessments,  identify and test  remediation  plans
believed to be adequate,  and develop contingency plans believed to be adequate,
some  problems may not be  identified  or corrected in time to prevent  material
adverse consequences to the Company.


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<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  in Ohio and other  portions of the
United States,  industry trends, 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, Year 2000 readiness and availability,  terms and deployment
of capital.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE 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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<PAGE>


                        CoreComm Limited and Subsidiaries


PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          27. Financial Data Schedule

     (b)  Reports on Form 8-K.

          During the quarter  ended March 31, 1999,  the Company filed a current
          report on Form 8-K, dated February 17, 1999,  reporting  under Item 5,
          Other  Events,  (a) the  formation of the first "Smart Local  Exchange
          Carrier"  (Smart  LEC)  strategy  in the U.S.,  and the  signing  of a
          definitive  agreement  to acquire  MegsINet,  Inc. and (b) that it had
          entered into a definitive  agreement to acquire  certain assets of USN
          Communications, Inc.

          No financial statements were filed with this report.


                                       15
<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 11, 1999               By: /s/ J. Barclay Knapp
                                       -------------------------
                                       J. Barclay Knapp
                                       President, Chief Executive Officer and
                                       Chief Financial Officer



Date: May 11, 1999                By: /s/ Gregg Gorelick
                                       --------------------------
                                       Gregg Gorelick
                                       Vice President-Controller and Treasurer
                                       (Principal Accounting Officer)



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