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

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 1998

                                       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.)
   incorporation or organization)

           Cedar House                      Assistant 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,             (Name, address, including zip code,
  and telephone number, including              and telephone number, including
     area code of Registrant's                 area code of agent for service)
    principal 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 September
30, 1998 was 13,198,336.



<PAGE>


                        CoreComm Limited and Subsidiaries

                                      Index


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

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets -
         September 30, 1998 and March 31, 1998...........................    2

         Condensed Consolidated Statements of Operations -
         For the Period from April 1, 1998 (date operations
         commenced) to September 30, 1998 ...............................    3

         Condensed Consolidated Statement of Shareholders' Equity -
         For the Period from Incorporation to September 30, 1998  .......    4

         Condensed Consolidated Statements of Cash Flows -
         For the Period from April 1, 1998 (date operations
         commenced) to September 30, 1998 ...............................    5

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

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition .............................    9

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

Item 6.  Exhibits and Reports on Form 8-K ...............................   13

SIGNATURES...............................................................   14
----------
<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        CoreComm Limited and Subsidiaries

                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                    September 30,           March 31,
                                                                        1998                   1998
                                                                   -----------------------------------
                                                                     (Unaudited)           (See Note)
<S>                                                                <C>                    <C> 
ASSETS
Current assets:
   Cash and cash equivalents                                       $ 152,423,000          $          -
   Accounts receivable-trade, less allowance for
      doubtful accounts of $451,000                                    1,540,000                     -
   Inventory                                                             170,000                     -
   Other                                                                 406,000                     -
                                                                   -----------------------------------
Total current assets                                                 154,539,000                     -

Fixed assets, net                                                      2,923,000                     -
Goodwill, net of accumulated amortization of $120,000                  2,288,000                     -
LMDS license costs                                                    25,366,000            25,241,000
Other                                                                  1,664,000             2,185,000
                                                                   -----------------------------------
                                                                   $ 186,780,000          $ 27,426,000
                                                                   ===================================


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                $     605,000          $          -
   Accrued expenses                                                    1,773,000             5,241,000
   Due to affiliate                                                    8,847,000                     -
   Deferred revenue                                                       13,000                     -
                                                                   -----------------------------------
Total current liabilities                                             11,238,000             5,241,000

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 13,198,000 (September)
       and 1,200,000 shares (March)                                      132,000                12,000
   Additional paid-in capital                                        185,417,000            22,173,000
   Deficit                                                           (10,007,000)                    -
                                                                   -----------------------------------
                                                                     175,542,000            22,185,000
                                                                   -----------------------------------
                                                                   $ 186,780,000          $ 27,426,000
                                                                   ===================================
</TABLE>
Note:  The  balance  sheet at March 31, 1998 has been  derived  from the audited
       balance sheet at that date.

See accompanying notes.


                                       2
<PAGE>


                        CoreComm Limited and Subsidiaries

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                             For the Period         
                                                                      The Predecessor         from April 1,       The Predecessor
                                                                          (OCOM)               1998 (date             (OCOM)
                                                  Three Months         Three Months            operations           Nine Months
                                                      Ended                Ended              commenced) to            Ended
                                                  September 30,        September 30,          September 30,         September 30,
                                                      1998                 1997                   1998                 1997
                                                 ----------------------------------          -----------------------------------
<S>                                               <C>                 <C>                    <C>                    <C>  
REVENUES
Telecommunications                                $  2,457,000        $    815,000           $   3,658,000          $  2,776,000
Telephone equipment and other                           94,000                   -                 154,000                     -
                                                  --------------------------------           -----------------------------------
                                                     2,551,000             815,000               3,812,000             2,776,000
COSTS AND EXPENSES
Cost of telephone equipment sold                        56,000                   -                  71,000                     -
Operating                                            2,050,000             352,000               3,102,000             1,172,000
Selling, general and administrative                  4,874,000           1,512,000               6,291,000             3,962,000
Compensation charge from the
    issuance of stock options                        4,586,000                   -               4,586,000                     -
Depreciation                                           300,000             121,000                 397,000               250,000
Amortization                                            59,000               3,000                 120,000                 8,000
                                                  --------------------------------           -----------------------------------
                                                    11,925,000           1,988,000              14,567,000             5,392,000
                                                  --------------------------------           -----------------------------------
OPERATING (LOSS)                                    (9,374,000)         (1,173,000)            (10,755,000)           (2,616,000)
Other income (expense), net                            748,000                   -                 748,000                (4,000)
                                                  --------------------------------           -----------------------------------

NET (LOSS)                                        $ (8,626,000)       $ (1,173,000)          $ (10,007,000)         $ (2,620,000)
                                                  ================================           ===================================
Basic and diluted net (loss) per share            $       (.65)       $       (.09)          $        (.76)         $       (.20)
                                                  ================================           ===================================
</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> 
Initial contribution                           1,200,000     $  12,000      $  22,173,000
Capital contributions                         11,998,000       120,000        158,658,000
Issuance of stock options                                                       4,586,000
Net (loss) for the period from
    incorporation to September 30, 1998                                                       $ (10,007,000)
                                             --------------------------------------------------------------
Balance, September 30, 1998                   13,198,000     $ 132,000      $ 185,417,000     $ (10,007,000)
                                             ==============================================================
</TABLE>

See accompanying notes.


                                       4
<PAGE>


                        CoreComm Limited and Subsidiaries

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

                                                            For the period from
                                                            April 1, 1998 (date      The Predecessor
                                                                operations               (OCOM)
                                                               commenced) to        Nine Months Ended
                                                               September 30,          September 30
                                                                   1998                   1997
                                                          --------------------------------------------
<S>                                                           <C>                    <C>  
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           $   3,340,000          $ (2,405,000)
                                                                                 
INVESTING ACTIVITIES                                                             
Purchase of fixed assets                                         (1,821,000)             (965,000)
Proceeds from disposals of fixed assets                                   -                 4,000
                                                              -----------------------------------
Net cash (used in) investing activities                          (1,821,000)             (961,000)
                                                                                 
FINANCING ACTIVITIES                                                             
Capital contributions                                           150,904,000             3,366,000
                                                              -----------------------------------
Net cash provided by financing activities                       150,904,000             3,366,000
                                                              -----------------------------------
                                                                                 
Increase in cash and cash equivalents                           152,423,000                     -
Cash and cash equivalents at beginning of period                          -                     -
                                                              -----------------------------------
Cash and cash equivalents at end of period                    $ 152,423,000          $          -
                                                              ===================================
                                                                                 
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:                           
Capital contributions of noncash net assets                   $  30,059,000          $          -
                                                                                 
</TABLE>
                                                                             
See accompanying notes.


                                       5
<PAGE>

                        Corecomm Limited and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


NOTE 1.  BASIS OF PRESENTATION

CoreComm Limited (the "Company"), formerly a wholly-owned subsidiary of Cellular
Communications of Puerto Rico, Inc. ("CCPR"),  was formed in March 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  in an  entrepreneurial
corporate  environment.  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.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information.  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  period  from  April 1, 1998  (date
operations  commenced) to September 30, 1998 are not  necessarily  indicative of
the results  that may be expected for the year ending  December  31,  1998.  For
further  information,  refer to the  consolidated  balance sheet as of March 31,
1998 and footnotes thereto included in the Company's Form 10/A-2.

The  Company's  competitive  local  exchange  carrier  ("CLEC"),  cellular  long
distance,  landline long distance and cellular  resale  businesses were formerly
owned  and  operated  by OCOM  Corporation  ("OCOM").  OCOM  is the  predecessor
business to the Company.

NOTE 2.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive Income." SFAS No. 130 requires that all items that are required to
be recognized under accounting  standards as components of comprehensive  income
be reported in a financial  statement that is displayed with the same prominence
as other  financial  statements.  SFAS No. 130 is  effective  for  fiscal  years
beginning  after  December 15, 1997. The Company has adopted SFAS No. 130, which
had no effect on the consolidated financial statements.

In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  about Segments of an
Enterprise and Related  Information." SFAS No. 131 establishes standards for the
way that public  enterprises  report  information  about  operating  segments in
annual financial  statements and requires that those enterprises report selected
information  about  operating  segments in interim  financial  reports issued to
shareholders.  It also  establishes  standards  for  related  disclosures  about
products and services,  geographic  areas and major  customers.  SFAS No. 131 is
effective for financial  statements  for periods  beginning  after  December 15,
1997.  The  Company is  evaluating  the effect of SFAS No. 131 on its  financial
statements.  The  Company  will adopt SFAS No.  131 for its fiscal  year  ending
December 31, 1998.


                                       6
<PAGE>


                        Corecomm Limited and Subsidiaries

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


NOTE 2.  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In June  1998,  the  FASB  issued  SFAS  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 the new standard will have a  significant  effect on earnings or the
financial position of the Company.

NOTE 3.  ACQUISITIONS

In April and June 1998,  CCPR  acquired  the stock of Digicom,  Inc. and certain
operating  assets  and  related  liabilities  of the  Wireless  Outlet  and OCOM
Corporation.   CCPR  contributed   these   businesses  to  the  Company.   These
acquisitions have been 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 aggregate purchase price for these acquisitions was cash of $3,787,000 which
exceeded the fair value of the net tangible assets acquired by $2,408,000, which
is classified as goodwill.  The goodwill is being  amortized on a  straight-line
basis over 10 years.  The  contribution  of the assets  from CCPR to the Company
were 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.

The pro forma unaudited  consolidated  results of operations for the nine months
ended September 30, 1998 and 1997 assuming  consummation of the acquisitions and
receipt  of the  capital  contributions  from CCPR as of  January 1, 1997 are as
follows:

                                                       Nine Months Ended
                                                       September 30, 1998
                                                 ------------------------------

   Total revenue                                 $  7,121,000      $  7,053,000
   Net (loss)                                      (8,094,000)       (1,730,000)
   Basic and diluted net (loss) per share                (.61)             (.13)

NOTE 4.  LMDS LICENSE COSTS

A wholly-owned subsidiary of CCPR, Cortelyou  Communications Corp. ("Cortelyou")
was the successful bidder, for an aggregate of $25,241,000, for 15 Block A Local
Multipoint  Distribution Service ("LMDS") licenses in Ohio. LMDS frequencies are
expected  to be used for the  provision  of  voice,  data,  video  and  Internet
services to businesses  and homes in competition  with incumbent  local exchange
telephone companies and/or cable television operators. The FCC has allocated two
blocks of  frequencies  to be licensed in each of the 493 Basic Trading Areas in
the United  States and its  territories  based on an auction  that  commenced in
February  1998 and ended in March 1998.  In June 1998,  CCPR funded  Cortelyou's
payment of its bid and the FCC  issued  the  licenses.  Costs of  $125,000  were
incurred  in  connection  with the auction  and the  license  acquisition.  CCPR
contributed Cortelyou to the Company. 


                                       7
<PAGE>


                        Corecomm Limited and Subsidiaries

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


NOTE 5. FIXED ASSETS

Fixed assets at September 30, 1998 consist of:

     Operating equipment                $   288,000
     Computer equipment                   2,134,000
     Other equipment                        885,000
     Construction in progress                 5,000
                                        -----------
                                          3,312,000
     Accumulated depreciation              (389,000)
                                        -----------
                                        $ 2,923,000
                                        ===========

NOTE 6.  COMPENSATION CHARGE

The  compensation  charge of $4,586,000 in 1998 is a non-cash charge recorded in
accordance with APB Opinion No. 25,  "Accounting for Stock Issued to Employees,"
as a one time charge  related to the issuance of the Company's  stock options to
holders of CCPR's stock options in connection with the Company's distribution to
CCPR's shareholders.

NOTE 7.  NET LOSS PER COMMON SHARE

The denominator for the basic and diluted net loss per common share computations
was 13,195,000 and 13,074,000 for the three months ended  September 30, 1998 and
1997,  respectively,  and 13,187,000 and 13,073,000 for the period from April 1,
1998 (date operations commenced) to September 30, 1998 and the nine months ended
September 30, 1997,  respectively.  These weighted average shares are equivalent
to CCPR's historical  weighted average shares on a one-for-one basis. 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 8.  RELATED PARTY TRANSACTIONS

The Company provides billing and software  development  services to subsidiaries
of CCPR and to NTL  Incorporated.  Certain officers and directors of the Company
are officers and directors of CCPR and of NTL Incorporated.  The Company charges
an  amount  in excess of its costs to  provide  these  services.  The  Company's
general and administrative expenses were reduced by $142,000 for the period from
April 1, 1998 (date  operations  commenced) to September 30, 1998 as a result of
these charges.

NOTE 9.  COMMITMENTS

As of September  30,  1998,  the Company has  purchase  commitments  of $968,000
outstanding.


                                       8
<PAGE>


                        CoreComm Limited and Subsidiaries

                      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 its 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.

THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
----------------------------------------------

The  increase in  telecommunications  revenues to  $2,457,000  from  $815,000 is
primarily due to the  acquisition of Wireless  Outlet and Digicom in April 1998,
which  accounted for $1,593,000 of the increase.  OCOM's  revenues  increased to
$864,000  from  $815,000 as a result of revenues  from CLEC local  service which
commenced in the second quarter of 1998, and landline long distance and cellular
service,  both of which were  introduced  in the third  quarter of 1997.  OCOM's
cellular long distance revenue declined to $471,000 from $778,000 as a result of
customers switching to other long distance  providers.  The Company expects this
trend in cellular long distance to continue,  therefore, it has diversified into
other telecommunications resale businesses.

The income from telephone equipment of $38,000 in 1998 is due to the acquisition
of Wireless Outlet and Digicom in April 1998, which accounted for $43,000 of the
total.  OCOM's loss from  equipment of $5,000 is the result of sales of cellular
and paging equipment below cost, which is typical in this market.  OCOM has kept
its sales of equipment below cost to a minimum to date. OCOM intends to continue
this strategy for the foreseeable future.

Operating  costs  increased to  $2,050,000  from  $352,000  primarily due to the
acquisitions of Wireless  Outlet and Digicom in April 1998,  which accounted for
$1,387,000   of   the   increase.   Operating   costs   as   a   percentage   of
telecommunications  revenues increased to 83.4% from 43.2%. This increase is the
result of a reduction in cellular long distance  revenues  which to date has the
highest gross margin of the Company's telecommunications businesses.

Selling,  general and  administrative  expenses  increased  to  $4,874,000  from
$1,512,000 as a result of increased  selling and  marketing  costs and increased
customer  service costs.  These  increases were offset by a reduction in billing
costs due to the  implementation  of in-house  billing in the fourth  quarter of
1997.

The  compensation  charge of $4,586,000 in 1998 is a non-cash charge recorded in
accordance with APB Opinion No. 25,  "Accounting for Stock Issued to Employees,"
as a one time charge  related to the issuance of the Company's  stock options to
holders of CCPR's stock options in connection with the Company's distribution to
CCPR's shareholders.

Depreciation  expense  increased  to  $300,000  from  $121,000 as a result of an
increase in fixed assets, primarily computer equipment.


                                       9

<PAGE>


                        Corecomm Limited and Subsidiaries


Amortization expense increased to $59,000 from $3,000 due to the amortization of
goodwill from the acquisitions in 1998.

Other income,  net, increased to $748,000 from zero primarily due to $750,000 of
interest income on the Company's cash and cash equivalents.

FOR THE PERIOD FROM APRIL 1, 1998 (DATE  OPERATIONS  COMMENCED) TO SEPTEMBER 30,
1998 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
--------------------------------------------------------------------------------

The increase in  telecommunications  revenues to $3,658,000  from  $2,776,000 is
primarily due to the  acquisition of Wireless  Outlet and Digicom in April 1998,
which  accounted for $2,506,000 of the increase.  OCOM's  revenues  decreased to
$1,152,000  from  $2,776,000  because OCOM's revenues prior to its acquistion in
June 1998 are not included in the 1998 amount.

The  income  from  telephone  equipment  of  $83,000  is  primarily  due  to the
acquisition of Wireless  Outlet and Digicom in April 1998,  which  accounted for
$85,000  of the total.  OCOM's  loss from  equipment  of $2,000 is the result of
sales of cellular  and paging  equipment  below  cost,  which is typical in this
market.  OCOM has kept its sales of  equipment  below cost to a minimum to date.
OCOM intends to continue this strategy for the foreseeable future.

Operating costs  increased to $3,102,000  from  $1,172,000  primarily due to the
acquisitions of Wireless  Outlet and Digicom in April 1998,  which accounted for
$2,238,000   of   the   increase.   Operating   costs   as   a   percentage   of
telecommunications  revenues increased to 84.8% from 42.2%. This increase is the
result of a reduction in cellular long distance  revenues  which to date has the
highest gross margin of the Company's telecommunications businesses.

Selling,  general and  administrative  expenses  increased  to  $6,291,000  from
$3,962,000 as a result of increased  selling and  marketing  costs and increased
customer  service costs.  These  increases were offset by a reduction in billing
costs due to the  implementation  of in-house  billing in the fourth  quarter of
1997.

The  compensation  charge of $4,586,000 in 1998 is a non-cash charge recorded in
accordance with APB Opinion No. 25,  "Accounting for Stock Issued to Employees,"
as a one time charge  related to the issuance of the Company's  stock options to
holders of CCPR's stock options in connection with the Company's distribution to
CCPR's shareholders.

Depreciation  expense  increased  to  $397,000  from  $250,000 as a result of an
increase in fixed assets, primarily computer equipment.

Amortization  expense  increased to $120,000 from $8,000 due to the amortization
of goodwill from the acquisitions in 1998.

Other income  (expense),  net,  increased to income of $748,000  from expense of
$4,000  primarily due to $750,000 of interest  income on the Company's  cash and
cash equivalents.


                                       10

<PAGE>


                        Corecomm Limited and Subsidiaries

                         LIQUIDITY AND CAPITAL RESOURCES


The Company will require significant capital resources to 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 fund its near term capital  expenses,  operating  losses and
working capital  requirements with cash on hand of $152 million at September 30,
1998.  The  cash  on  hand  is the  result  of the  $150  million  cash  capital
contribution  from CCPR prior to the spin-off in September 1998. Longer term, it
is likely that the Company  will be  required  to raise  additional  debt and/or
equity financing to fully implement its goals.

The existing resale businesses will 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 the  future,  the
Company plans to make further appropriate acquisitions and to purchase and build
telecommunications    facilities   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.

YEAR 2000

The Company  has a  comprehensive  Year 2000  project  designed to identify  and
assess  the  risks  associated  with its  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.

The Company's assessment is primarily focused on both its information technology
("IT") systems,  in particular its billing,  provisioning  and customer  service
systems, and the readiness of the third-party facilities-based carriers that the
Company depends upon for its resale services.  The Company's 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.  The Company has
completed  the  assessment  of its  financial  IT  systems,  which will  require
upgrades from vendors at nominal additional cost. The evaluation of the billing,
provisioning  and customer service IT systems has progressed from assessments to
renovation  and  validation.  The  Company  expects  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.  Most of the  Company's  IT
hardware is currently  year 2000 ready.  The cost of upgrades  and  purchases of
hardware and data  communications  equipment to complete the  implementation  of
year 2000


                                       11
<PAGE>


                        Corecomm Limited and Subsidiaries


readiness  is  part  of  the  Company's   planned  growth  and  upgrade  capital
expenditures  in 1999 and is not  expected to be  significantly  different  than
expenditures in previous  years.  The Company expects to complete the renovation
and validation of the billing,  provisioning and customer service IT systems and
the IT hardware  upgrades by June 1999.  The  evaluation of the readiness of the
major  third-parties is still in the assessment phase. The Company believes that
all of the  facilities-based  third-parties  that  it  does  business  with  are
required  to  report  their  year  2000   readiness  to  state  public   utility
commissions, which will assist the Company in its evaluation of their readiness.

As the  Year  2000  project  continues,  the  Company  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, the Company is relying on assurances from suppliers
that new and upgraded  information  systems and other products will be Year 2000
ready.  The Company plans to test such  third-party  systems and  products,  but
cannot  be sure  that its  tests  will be  adequate  or that,  if  problems  are
identified,  they will be addressed by the supplier in a timely and satisfactory
way.

Because the Company  uses a variety of  information  systems and has  additional
systems  embedded in its  operations and  infrastructure,  the Company cannot be
sure that all of its systems will work  together in a Year  2000-ready  fashion.
Furthermore,  the  Company  cannot  be sure  that it will  not  suffer  business
interruptions,  either  because  of its own  Year  2000  problems  or  those  of
third-parties  upon whom the  Company is reliant  for  services.  The Company is
continuing  to evaluate  its 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 the Company, in a timely
manner, completes all of its assessments,  identifies and test remediation plans
believed to be adequate, and develops contingency plans believed to be adequate,
some  problems may not be  identified  or corrected in time to prevent  material
adverse consequences to the Company.

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 certain 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.


                                       12
<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.

          No reports on Form 8-K were filed by the  Company  during the  quarter
          ended September 30, 1998.





                                       13
<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:  November 13, 1998              By: /s/ J. Barclay Knapp
                                         -------------------------
                                         J. Barclay Knapp
                                         President, Chief Executive Officer and
                                         Chief Financial Officer



Date: November 13, 1998               By: /s/ Gregg Gorelick
                                         --------------------------
                                         Gregg Gorelick
                                         Vice President-Controller and Treasurer
                                         (Principal Accounting Officer)