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, 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                                      13-4068932
---------------------------------           ------------------------------------
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
of 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, 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 September
30, 1999 was 25,443,187.


<PAGE>

                        CoreComm Limited and Subsidiaries


                                      Index


PART I.  FINANCIAL INFORMATION                                              Page

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets -
         September 30, 1999 and December 31, 1998.........................    2

         Condensed Consolidated Statements of Operations -
         Three and nine months ended September 30, 1999,
         three months ended September 30, 1998, for the
         period from April 1, 1998 (date operations
         commenced) to September 30, 1998 and for the
         period from January 1, 1998 to May 31, 1998......................    3

         Condensed Consolidated Statement of Shareholders' Equity -
         Nine months ended September 30, 1999.............................    4

         Condensed Consolidated Statements of Cash Flows -
         Nine months ended September 30, 1999, for the
         period from April 1, 1998 (date operations
         commenced) to September 30, 1998 and for the period
         from January 1, 1998 to May 31, 1998.............................    5

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

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition...............................   12

Item 3.  Quantitative and Qualitative Disclosure About Market Risk........   19


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ................................   20

SIGNATURES................................................................   21

<PAGE>

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                        CoreComm Limited and Subsidiaries
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                      September 30,             December 31,
                                                                                          1999                      1998
                                                                                     ---------------------------------------
                                                                                       (Unaudited)               (See Note)
<S>                                                                                  <C>                       <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                         $  14,824,000             $  26,161,000
   Marketable securities                                                                23,582,000               110,718,000
   Accounts receivable-trade, less allowance for doubtful
     accounts of $6,797,000 (1999) and $742,000 (1998)                                  10,623,000                 1,125,000
   Due from affiliates                                                                   6,331,000                 1,954,000
   Other                                                                                 3,652,000                   669,000
                                                                                     ---------------------------------------
Total current assets                                                                    59,012,000               140,627,000

Fixed assets, net                                                                       78,100,000                 3,582,000
Goodwill, net of accumulated amortization of $3,933,000 (1999) and
  $230,000 (1998)                                                                       56,297,000                 4,028,000
Customer lists,  net of accumulated  amortization of $1,028,000 (1999)
  and none (1998)                                                                       12,312,000                         -
LMDS license costs                                                                      25,366,000                25,366,000
Other, net of accumulated amortization of $385,000 (1999) and $1,000 (1998)              7,762,000                 2,923,000
                                                                                     ---------------------------------------
                                                                                     $ 238,849,000             $ 176,526,000
                                                                                     =======================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                                  $  11,106,000             $   1,937,000
   Accrued expenses                                                                     17,561,000                 4,247,000
   Equipment payable                                                                     4,702,000                         -
   Current portion of notes payable and capital lease obligations                       16,604,000                   133,000
   Deferred revenue                                                                      1,516,000                   411,000
                                                                                     ---------------------------------------
Total current liabilities                                                               51,489,000                 6,728,000

Notes payable                                                                            5,384,000                   283,000
Capital lease obligations                                                               17,645,000                   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 25,443,000 (1999) and 19,798,000 (1998) shares                            254,000                   198,000
   Additional paid-in capital                                                          242,658,000               185,354,000
   (Deficit)                                                                           (78,581,000)              (16,255,000)
                                                                                     ---------------------------------------
                                                                                       164,331,000               169,297,000
                                                                                     ---------------------------------------
                                                                                     $ 238,849,000             $ 176,526,000
                                                                                     =======================================
</TABLE>

Note:  The balance  sheet at December 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
                                                                                                   from April 1,     The Predecessor
                                                                                                    1998 (date           (OCOM)
                                                                                 Nine Months        operations       For the Period
                                                   Three Months Ended              Ended          commenced) to     from January 1,
                                                      September 30,             September 30,      September 30,     1998 to May 31,
                                                  1999             1998             1999               1998               1998
                                            ------------------------------     -----------------------------------------------------
<S>                                         <C>               <C>              <C>                <C>                  <C>
REVENUES                                    $  21,107,000     $  2,551,000     $  37,139,000      $   3,812,000        $1,452,000

COSTS AND EXPENSES
Operating                                      23,374,000        2,106,000        37,524,000          3,173,000           772,000
Selling, general and administrative            24,205,000        4,360,000        43,725,000          5,777,000         3,205,000
Corporate                                       2,346,000          514,000         6,489,000            514,000                 -
Stock option based compensation                 1,056,000        4,586,000         1,056,000          4,586,000                 -
Depreciation                                    4,964,000          300,000         6,674,000            397,000           255,000
Amortization                                    3,833,000           59,000         5,005,000            120,000             2,000
                                            ------------------------------     --------------------------------------------------
                                               59,778,000       11,925,000       100,473,000         14,567,000         4,234,000
                                            ------------------------------     --------------------------------------------------
Operating (loss)                              (38,671,000)      (9,374,000)      (63,334,000)       (10,755,000)       (2,782,000)

OTHER INCOME (EXPENSE)
Interest income and other, net                    546,000          749,000         3,416,000            749,000                 -
Interest expense                               (1,351,000)          (1,000)       (1,569,000)            (1,000)                -
                                            ------------------------------     --------------------------------------------------
(Loss) before income tax provision            (39,476,000)      (8,626,000)      (61,487,000)       (10,007,000)       (2,782,000)
Income tax provision                             (274,000)               -          (839,000)                 -                 -
                                            ------------------------------     --------------------------------------------------
Net (loss)                                  $ (39,750,000)    $ (8,626,000)    $ (62,326,000)     $ (10,007,000)     $ (2,782,000)
                                            ==============================     ==================================================

Basic and diluted net (loss) per share      $       (1.61)    $       (.44)    $       (2.85)     $        (.51)     $       (.14)
                                            ==============================     ==================================================

Weighted average shares                        24,635,000       19,793,000        21,873,000         19,781,000        19,776,000
                                            ==============================     ==================================================
</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                          19,798,000      $ 198,000      $ 185,354,000    $ (16,255,000)
Exercise of stock options                              380,000          4,000          2,193,000
Exercise of warrants                                 3,154,000         31,000         10,873,000
Common stock issued for acquisition                  2,111,000         21,000         30,055,000
Stock options issued for acquisition                                                   4,027,000
Warrants issued for acquisition                                                        9,100,000
Stock option based compensation                                                        1,056,000
Net (loss) for the nine months ended
     September 30, 1999                                                                               (62,326,000)
                                                    -------------------------------------------------------------
Balance, September 30, 1999                         25,443,000      $ 254,000      $ 242,658,000    $ (78,581,000)
                                                    =============================================================
</TABLE>

See accompanying notes.


                                       4

<PAGE>

                        CoreComm Limited and Subsidiaries

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

                                                                                          For the period    The Predecessor
                                                                                           from April 1,        (OCOM)
                                                                                           1998 (date       For the Period
                                                                       Nine Months          operations           from
                                                                          Ended           commenced) to     January 1, 1998
                                                                       September 30,       September 30,       to May 31,
                                                                           1999                1998              1998
                                                                      ---------------------------------------------------
<S>                                                                   <C>                 <C>                <C>
Net cash provided by (used in) operating activities                   $ (47,973,000)      $   3,340,000      $ (3,638,000)

INVESTING ACTIVITIES
Purchase of fixed assets                                                (14,906,000)         (1,821,000)         (623,000)
Acquisitions, net of cash acquired                                      (47,056,000)                  -                 -
Purchase of marketable securities                                       (65,299,000)                  -                 -
Proceeds from sale of marketable securities                             154,544,000                   -                 -
                                                                      ---------------------------------------------------
Net cash provided by (used in) investing activities                      27,283,000          (1,821,000)         (623,000)

FINANCING ACTIVITIES
Capital contributions                                                             -         150,904,000         4,261,000
Principal payments                                                       (2,214,000)                  -                 -
Principal payments of capital lease obligations                          (1,534,000)                  -                 -
Proceeds from exercise of stock options and warrants                     13,101,000                   -                 -
                                                                      ---------------------------------------------------
Net cash provided by financing activities                                 9,353,000         150,904,000         4,261,000
                                                                      ---------------------------------------------------
                                                                                                                        -
Increase (decrease) in cash and cash equivalents                        (11,337,000)        152,423,000                 -
Cash and cash equivalents at beginning of period                         26,161,000                   -                 -
                                                                      ---------------------------------------------------
Cash and cash equivalents at end of period                            $  14,824,000       $ 152,423,000      $          -
                                                                      ===================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest                                                $     735,000       $           -      $          -
Income taxes paid                                                         1,209,000                   -                 -

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
Capital contributions of non-cash net assets                          $           -       $  30,059,000      $          -
Liabilities incurred to acquire fixed assets                              6,335,000                   -                 -
Common stock, stock options and warrants issued
  for acquisitions                                                       43,203,000                   -                 -

</TABLE>

See accompanying notes.


                                       5

<PAGE>


                        CoreComm Limited and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three and nine months ended September
30, 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.

The  financial  statements  of the  Company's  foreign  subsidiaries  have  been
translated  into  U.S.   dollars  in  accordance  with  Statement  of  Financial
Accounting  Standards  ("SFAS")  No. 52,  "Foreign  Currency  Translation."  All
balance sheet accounts have been translated  using the current exchange rates at
the respective  balance sheet dates.  Statement of operations  amounts have been
translated  using the average  exchange  rates for the respective  periods.  The
gains  or  losses   resulting  from  the  change  in  exchange  rates  were  not
significant.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which  is
required to be adopted in fiscal years beginning after June 15, 2000. Management
does not  anticipate  that the adoption of this standard will have a significant
effect on earnings or the financial position of the Company.

In August  1999,  the  Company  declared a 3-for-2  stock  split by way of stock
dividend,  which was paid on September  2, 1999.  All common stock and per share
amounts have been adjusted to reflect the stock split.

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 May 1999, the Company acquired 100% of the stock of MegsINet Inc., a national
Internet  service provider  ("ISP") with a national  Asynchronous  Transfer Mode
network  and  local  telecommunications   facilities  in  Chicago  for  a  total
consideration  of $16.8 million in cash and 2.1 million  shares of the Company's
common stock.  In addition,  the Company  exchanged  MegsINet  stock options for
options to purchase  296,000 shares of the Company's  common stock,  repaid $2.0
million of MegsINet debt and incurred acquisition related costs of $1.2 million.
The common stock portion of the consideration  was valued at $30.1 million,  the
fair value on the date prior to the announcement.  The stock options were valued
at $4.0 million using the Black-Scholes option pricing model.

Also  in  May  1999,   the  Company   acquired  the   wireline   assets  of  USN
Communications,  Inc.,  which was a competitive  local exchange carrier ("CLEC")
that operated on a resale basis,  for a cash payment of $26.4 million,  warrants
to purchase  375,000 shares of the Company's  common stock at a price of $20 per
share and  150,000  shares  at a price of  $33.33  per  share,  and a  potential
contingent  cash  payment  to be paid in July  2000  which  is  capped  at $58.6
million. The contingent payment is payable only if the USN assets meet or exceed
operating performance thresholds. The warrants were valued at $9.1 million based
on an appraisal as of the date of issuance.  In addition,  the Company  incurred
acquisition related costs of $1.0 million.

In August 1999, the Company acquired a 53% interest in Q-east Holding Limited, a
Taiwan-based  startup  reseller of  telephone  services.  To date,  CoreComm has
invested approximately $2.4 million into Q-east Holding Limited.

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 dates of acquisition.
The aggregate purchase price of $93.0 million exceeded the fair value of the net
tangible assets acquired by $70.7 million, which was allocated as follows: $13.3
million to customer lists,  $1.5 million to other  intangibles and $55.9 million
to goodwill.

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 ISP in
the Cleveland-Akron, Ohio area.


                                       7
<PAGE>

                        CoreComm Limited and Subsidiaries

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


NOTE 3.  ACQUISITIONS - CONTINUED

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 acquisition.

The pro forma unaudited  consolidated  results of operations for the nine months
ended September 30, 1999 and 1998 assuming  consummation of the acquisitions and
receipt  of the  capital  contributions  from CCPR as of  January 1, 1998 are as
follows. The pro forma net (loss) and 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.

                                             Nine Months Ended September 30,
                                                 1999               1998

  Total revenue                              $ 76,843,000      $ 116,377,000
  Net (loss)                                  (97,166,000)      (152,424,000)
  Basic and diluted net (loss) per share            (4.09)             (6.96)

A  significant  component  of the pro  forma  results  is  associated  with  the
acquisition  of certain  assets of USN.  Although USN quickly  developed a large
customer list and revenue base in 1997 and 1998, it had  difficulties  under its
previous  management  providing services,  including billing,  customer care and
other  operational  areas,  and filed for bankruptcy in February 1999. Since the
acquisition,  we have been focusing on improving these operations, and have been
successful in many areas.  However, we do not intend to actively sell additional
lines in these  markets  until we are fully  satisfied  with the  quality of the
operations.  Consequently,  and consistent  with our due diligence,  transaction
structure  and  purchase  price,  revenues  associated  with the USN assets have
declined  significantly  since our  acquisition,  and  additional  declines  may
continue  over the next  several  months as  customers  leave or "churn" off the
service.

NOTE 4.  FIXED ASSETS

Fixed assets consist of:

                                       September 30,           December 31,
                                           1999                    1998
                                       ------------------------------------
                                         (unaudited)

  Operating equipment                  $ 50,142,000             $   720,000
  Computer hardware and software         15,414,000               2,450,000
  Other equipment                         8,986,000                 987,000
  Construction in progress               10,786,000                   5,000
                                       ------------------------------------
                                         85,328,000               4,162,000
  Accumulated depreciation               (7,228,000)               (580,000)
                                       ------------------------------------
                                       $ 78,100,000             $ 3,582,000
                                       ====================================


                                       8
<PAGE>


                        CoreComm Limited and Subsidiaries

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


NOTE 5.  ACCRUED EXPENSES

Accrued expenses consist of:

                                       September 30,           December 31,
                                           1999                    1998
                                       ------------------------------------
                                        (unaudited)

  Payroll and related                  $  3,069,000             $ 1,263,000
  Professional fees                       1,484,000                 527,000
  Taxes, including income taxes           5,631,000               1,246,000
  Toll and interconnect                   1,411,000                       -
  Accrued equipment purchases             2,218,000                       -
  Advertising                             1,163,000                 175,000
  Other                                   2,585,000               1,036,000
                                       ------------------------------------
                                       $ 17,561,000             $ 4,247,000
                                       ====================================

NOTE 6. LEASES

The Company has capital  leases for certain of its operating  equipment.  Future
minimum lease payments under these capital leases as of September 30, 1999 are:

  October 1 to December 31, 1999                  $  3,409,000
  Year ending December 31:
           2000                                     14,300,000
           2001                                     13,053,000
           2002                                      2,480,000
           2003                                         19,000
                                                  ------------
  Total minimum lease payments                      33,261,000
  Less amount representing interest (at
    rates ranging from 8.5% to 26.44%)              (3,990,000)
                                                  ------------
  Present value of net minimum
    capital lease payments                          29,271,000
  Current portion                                  (11,626,000)
                                                  ------------
                                                  $ 17,645,000
                                                  ============


                                       9

<PAGE>

                        CoreComm Limited and Subsidiaries

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



NOTE 7.  NOTES PAYABLE

Notes payable consist of the following:
                                                  September 30,     December 31,
                                                      1999              1998
                                                  -----------------------------
                                                   (unaudited)
  Borrowing under Ascend working capital
    promissory note, interest at 8.5%             $  3,451,000       $       -
  Note payable to Cisco for equipment,
    interest at 12.75%                               6,605,000               -
  Other                                                306,000         363,000
                                                  ----------------------------
                                                    10,362,000         363,000
  Less current portion                               4,978,000          80,000
                                                  ----------------------------
                                                  $  5,384,000       $ 283,000
                                                  ============================

MegsINet  originally  borrowed  $4  million  from  Ascend  Communications,  Inc.
("Ascend") under a working capital  promissory note dated August 1998.  MegsINet
is required to make monthly  principal and interest payments of $148,000 through
January  2002.   The  Company  has  issued  a  warrant  to  Ascend  to  purchase
approximately 19,500 shares of the Company's common stock at $20.63 per share in
connection with the promissory note. The warrant expires in August 2008.

In  1998,  MegsINet  entered  into  an  agreement  with  Cisco  Systems  Capital
Corporation ("Cisco"), whereby MegsINet can purchase operating equipment under a
promissory  note.  MegsINet is required to make monthly  principal  and interest
payments  that decline each month from  $348,000  beginning in July 1999 through
September 2001. The Company has guaranteed the obligations of MegsINet under the
promissory note.

In  October  1999,  the  Company  issued  $175,000,000  principal  amount  of 6%
Convertible  Subordinated Notes due 2006 (the "Convertible Notes").  Interest on
the Convertible  Notes is payable  semiannually on April 1 and October 1 of each
year,  commencing April 1, 2000. The Convertible Notes are unsecured obligations
convertible  into common stock prior to maturity at a conversion price of $41.09
per share, subject to adjustment. There are approximately 4.26 million shares of
common stock reserved for issuance upon conversion of the Convertible Notes. The
Convertible  Notes are  redeemable,  in whole or in part,  at the  option of the
Company,  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.


                                       10
<PAGE>

                        CoreComm Limited and Subsidiaries

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




NOTE 8.  RELATED PARTY TRANSACTIONS

Some of the officers and directors of the Company are also officers or directors
of  NTL  Incorporated   ("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 Boards of Directors of NTL and the
Company).  NTL's  charges to the Company  commenced in October  1998.  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 our opinion,
this  allocation  method is reasonable.  For the nine months ended September 30,
1999,  NTL  charged  the Company  $1,418,000,  which is  included  in  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
$619,000  and $142,000 in the nine months  ended  September  30, 1999 and in the
period from April 1, 1998 (date  operations  commenced)  to September  30, 1998,
respectively, as a result of these charges.

At September 30, 1999, due from  affiliates was comprised of $6,331,000 due from
NTL. At December 31, 1998, due from affiliates  included  $128,000 due from CCPR
and $1,826,000 due from NTL.

NOTE 9.  COMMITMENTS AND CONTINGENT LIABILITIES

As of September 30, 1999,  the Company had purchase  commitments  of $36,400,000
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.


                                       11
<PAGE>

                        CoreComm Limited and Subsidiaries

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

                              RESULTS OF OPERATIONS

As a  result  of the  completion  of the  acquisitions  of 100% of the  stock of
MegsINet Inc. and the wireline assets of USN  Communications,  Inc. in May 1999,
and 53% of the equity of Q-east  Holding  Limited in August  1999,  the  Company
consolidated  the results of  operations of these  businesses  from the dates of
acquisition.  The  results  of these  businesses  are not  included  in the 1998
results.

A significant  component of the 1999 results is associated  with the acquisition
of certain assets of USN.  Although USN quickly  developed a large customer list
and  revenue  base in 1997 and 1998,  it had  difficulties  under  its  previous
management  providing  services,  including  billing,  customer  care and  other
operational  areas,  and  filed  for  bankruptcy  in  February  1999.  Since the
acquisition,  we have been focusing on improving these  operations and have been
successful in many areas.  However, we do not intend to actively sell additional
lines in these  markets  until we are fully  satisfied  with the  quality of the
operations.  Consequently,  and consistent  with our due diligence,  transaction
structure  and  purchase  price,  revenues  associated  with the USN assets have
declined  significantly  since our  acquisition,  and  additional  declines  may
continue  over the next several  months as  customers,  leave or "churn" off the
service.

Three Months Ended September 30, 1999 and 1998
----------------------------------------------

The increase in revenues to  $21,107,000  from  $2,551,000  is primarily  due to
acquisitions  in 1999,  which  accounted for  $16,817,000  of the increase.  The
remainder  of the  increase  is  primarily  due to an  increase  in CLEC and ISP
revenues from an increase in  customers,  offset by the decline in cellular long
distance  revenue as a result of  customers  switching  to other  long  distance
providers.  In the third  quarter of 1999,  the Company sold most of its prepaid
cellular  debit card  business  and the Company  terminated  its  cellular  long
distance  business in certain  markets.  The  Company had  revenues in the third
quarter of 1999 of $486,000  from the prepaid  cellular  debit card business and
$106,000 from the cellular long distance business in these markets.

Operating  costs  increased to  $23,374,000  from  $2,106,000  primarily  due to
acquisitions  in 1999,  which  accounted for  $18,986,000  of the increase.  The
remainder  of  the  increase  is  primarily  due to the  increase  in  revenues.
Operating  costs as a  percentage  of revenues  increased  to 111% from 83%. The
increase in percentage terms is the result of an increase in the fixed component
of  operating   expenses  due  to  the  migration   toward  a   facilities-based
infrastructure  through new leases in 1999 and the MegsINet  acquisition  in May
1999.  Operating  costs as a percentage of revenues is expected to remain higher
than 1998 levels until  customer  and revenue  growth  exceeds the  increases in
facilities-based  infrastructure  costs. In the third quarter of 1999, operating
costs  included  $939,000  from the prepaid  cellular  debit card  business  and
$71,000 from the cellular long distance business in the terminated markets.

Selling,  general and  administrative  expenses  increased to  $24,205,000  from
$4,360,000   primarily  due  to  acquisitions  in  1999,   which  accounted  for
$13,821,000  of the  increase.  The  remainder  of the  increase  is a result of
increased  selling and marketing  costs and increased  customer  service  costs.
These costs are  expected to increase in the  foreseeable  future as we grow our
operations and customer base.


                                       12
<PAGE>

                        CoreComm Limited and Subsidiaries


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.  Corporate expenses increased
to $2,346,000  from $514,000  because the 1998 expenses did not represent a full
period of  results  due to the fact that the  spin-off  from  CCPR  occurred  on
September  2, 1998,  at which time  corporate  expenses  commenced,  and because
allocated  charges  from NTL have  increased  due to the  sales in 1999 of other
affiliated companies.

The  compensation  charge of $1,056,000 in 1999 is a non-cash charge recorded in
accordance with APB Opinion No. 25,  "Accounting for Stock Issued to Employees,"
related to a change in employee stock option agreements. The compensation charge
of  $4,586,000  in 1998 is a non-cash  charge  recorded in  accordance  with APB
Opinion No. 25, 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  $4,964,000  from  $300,000  as a result of
acquisitions  in 1999 which  accounted  for  $3,917,000  of the  increase and an
increase in fixed assets.

Amortization   expense   increased  to  $3,833,000   from  $59,000  due  to  the
amortization of goodwill and other intangibles from the acquisitions in 1999.

Interest  income and other,  net,  decreased to income of $546,000 from $749,000
primarily due to a decrease in interest income  resulting from a decrease in the
Company's cash, cash  equivalents and marketable  securities.  In addition,  the
Company  sold its prepaid  cellular  debit card  business and incurred a loss of
$150,000.

Interest  expense  increased  to  $1,351,000  from $1,000 due to interest on the
notes payable and capital leases.

The income tax provision of $274,000 in 1999 is for state and local income tax.

Nine Months Ended September 30, 1999 and the Period from April 1, 1998 (date
operations commenced) to September 30, 1998
--------------------------------------------------------------------------------

The increase in revenues to  $37,139,000  from  $3,812,000  is primarily  due to
acquisitions  in 1999,  which  accounted for  $24,804,000  of the increase.  The
remainder  of the  increase  is  primarily  due to an  increase  in CLEC and ISP
revenues from an increase in  customers,  offset by the decline in cellular long
distance  revenue as a result of  customers  switching  to other  long  distance
providers.  In the third  quarter of 1999,  the Company sold most of its prepaid
cellular  debit card  business  and the Company  terminated  its  cellular  long
distance  business in certain  markets.  The  Company  had  revenues in the nine
months ended  September 30, 1999 of $2,202,000  from the prepaid  cellular debit
card business and $484,000  from the cellular  long  distance  business in these
markets.


                                       13

<PAGE>

                        CoreComm Limited and Subsidiaries


Operating  costs  increased to  $37,524,000  from  $3,173,000  primarily  due to
acquisitions  in 1999,  which  accounted for  $26,747,000  of the increase.  The
remainder  of  the  increase  is  primarily  due to the  increase  in  revenues.
Operating  costs as a  percentage  of revenues  increased  to 101% from 83%. The
increase in percentage terms is the result of an increase in the fixed component
of  operating   expenses  due  to  the  migration   toward  a   facilities-based
infrastructure  through new leases in 1999 and the MegsINet  acquisition  in May
1999.  Operating  costs as a percentage of revenues is expected to remain higher
than 1998 levels until  customer  and revenue  growth  exceeds the  increases in
facilities-based  infrastructure  costs.  In the nine months ended September 30,
1999,  operating  costs were  $2,400,000  from the prepaid  cellular  debit card
business and $343,000 from the cellular long distance business in the terminated
markets.

Selling,  general and  administrative  expenses  increased to  $43,725,000  from
$5,777,000   primarily  due  to  acquisitions  in  1999,   which  accounted  for
$19,102,000  of the  increase.  The  remainder  of the  increase  is a result of
increased  selling and marketing  costs and increased  customer  service  costs.
These costs are  expected to increase in the  foreseeable  future as we grow our
operations and customer base.

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.  Corporate expenses increased
to $6,489,000  from $514,000  because the 1998 expenses did not represent a full
period of  results  due to the fact that the  spin-off  from  CCPR  occurred  on
September  2, 1998,  at which time  corporate  expenses  commenced,  and because
allocated  charges  from NTL have  increased  due to the  sales in 1999 of other
affiliated companies.

The  compensation  charge of $1,056,000 in 1999 is a non-cash charge recorded in
accordance with APB Opinion No. 25,  "Accounting for Stock Issued to Employees,"
related to a change in employee stock option agreements. The compensation charge
of  $4,586,000  in 1998 is a non-cash  charge  recorded in  accordance  with APB
Opinion No. 25, 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  $6,674,000  from  $397,000  as a result of
acquisitions  in 1999,  which  accounted  for  $4,475,000 of the increase and an
increase in fixed assets.

Amortization   expense   increased  to  $5,005,000  from  $120,000  due  to  the
amortization of goodwill and other intangibles from the acquisitions in 1999.

Interest income and other, net,  increased to income of $3,416,000 from $749,000
primarily due to interest  income on the Company's  cash,  cash  equivalents and
marketable securities.  In addition, the Company sold its prepaid cellular debit
card business and incurred a loss of $150,000.

Interest  expense  increased  to  $1,569,000  from $1,000 due to interest on the
notes payable and capital leases.

The income tax provision of $839,000 in 1999 is for state and local income tax.


                                       14
<PAGE>

                        CoreComm Limited and Subsidiaries

                         LIQUIDITY AND CAPITAL RESOURCES

We  will  require  significant   resources  to  fund  the  construction  of  our
facilities-based  network,  develop  and  expand  our  existing  businesses  and
licenses, acquire or develop additional  telecommunications-related  businesses,
and fund near term operating losses and debt service.  We intend to use cash and
securities  on hand of $38.4 million at September 30, 1999 and the proceeds from
the  convertible  notes  issued  in  October  1999 of $169  million  to meet our
operating  and capital  requirements  through  2000.  However,  we will  require
additional  financing  in  order  to  meet  our  requirements  after  2000,  and
potentially to fund capital  expenditures in 2000. We are currently  negotiating
with  equipment  manufacturers  to  provide  us with  vendor  financing,  and we
currently  anticipate  obtaining additional financing at the subsidiary level in
the future. However, there can be no assurance that the proposed financings will
occur.

Historical Uses of Cash. For the nine months ended September 30, 1999, cash used
in operating activities increased to $47,973,000 from cash provided by operating
activities  of  $3,340,000  in the period  from  April 1, 1998 (date  operations
commenced) to September 30, 1998,  primarily due to the increase in the net loss
to  $62,326,000  from  $10,007,000.  The  net  loss  increased  as a  result  of
acquisitions and an increase in selling and marketing costs and customer service
expenses as we have grown the business.

For the nine months ended September 30, 1999, cash used to purchase fixed assets
increased to $14,906,000  from $1,821,000 in the period from April 1, 1998 (date
operations   commenced)  to  September  30,  1998.   The  increase  was  due  to
acquisitions and as a result of an increase in fixed asset  purchases.  The cash
used for acquisitions of $47,056,000 in the nine months ended September 30, 1999
is primarily for payments in connection with the MegsINet and USN acquisitions.

Network Construction.  We intend to significantly expand our  telecommunications
infrastructure in the United States over the next several years. We have already
begun the process of installing switches, Internet points-of-presence, and other
telecommunications  facilities in many states.  The  anticipated  amount of such
expenditures  has 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.

We are in the final stages of constructing  Smart Local Exchange Carrier ("LEC")
networks in Cleveland,  Ohio; Columbus,  Ohio; and Chicago,  Illinois. We expect
our Smart LEC network to be operational in these markets and to begin  migrating
our existing  customers  onto the network in the remainder of 1999 and the first
quarter of 2000. We are currently developing three additional markets:  Detroit,
Michigan; New York, New York; and Boston,  Massachusetts,  which we expect to be
operational in 2000. These six markets  comprise  approximately 18 million total
access  lines.  In  connection  with  these  markets,  we are in the  process of
establishing  collocation  facilities in 129 Incumbent Local Exchange  Carriers'
("ILEC")  central offices.  We have also identified  approximately 30 additional
markets where we currently intend to deploy our Smart LEC networks in 2000-2002.

We believe that our Smart LEC  strategy  enables us to enter and  construct  our
networks  into new  cities  with  relatively  low  up-front  expenditures  and a
significant  proportion of success-based capital expenditures.  Depending on the
size  of  the  market,  we  expect  our  up-front  capital  expenditures  to  be
approximately  $7 to $10 million,  which  includes the costs of  installing  our
switch facility and our collocation  facilities and other related initial set-up
and installation expenses.


                                       15
<PAGE>

                        CoreComm Limited and Subsidiaries


The  significant  majority  of the  additional  capital  costs  will be based on
subscriber  levels.  These costs will  include  equipment  to  increase  network
capacity, such as ports and modems in our switch and access devices. These costs
will vary  based on the type,  volume and  services  of each  customer,  but are
estimated to be approximately  $400-$500 per line. For example,  a sample target
market may have 1 million business lines and 2 million  residential lines, for a
total of 3 million  lines.  Our total  level of  capital  expenditures  for that
market  will  depend  on our  level  of  penetration.  If we are able to gain 3%
overall  penetration of the market, we would serve  approximately  90,000 lines,
and based on  approximately  $400-$500  per line,  we would spend  approximately
$35-$45  million on  additional  capital  costs  developing  and  expanding  our
networks  in the  market.  A lower  or  higher  penetration  would  decrease  or
increase, respectively, our additional capital costs.

The foregoing  summary of the cost  structure of our entry into a typical market
does not purport to be indicative of our performance,  but is provided solely as
a basis for understanding our basic cost structure for individual communications
services  in a  typical  target  market.  You  should be aware  that our  actual
performance could differ materially from our current expectations.

Operations.  Our 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, our strategy
has been to  utilize  the  expertise  developed  by our  management  to  develop
in-house billing and back-office capabilities.

LMDS. Local Multipoint Distribution Service ("LMDS") is a newly authorized fixed
broadband wireless service that may be used to provide high-speed data transfer,
telephone service,  telecommunications  network  transmission,  Internet access,
video  broadcasting,  video  conferencing,  and other services.  The spectrum is
useable for  communications  services from a fixed antenna,  but is not suitable
for mobile or  portable  communications.  LMDS can be used to provide a wireless
high-capacity broadband service for the "last mile" to a home or office.

The amount of  capital  required  to  construct  the LMDS  systems is not easily
quantifiable  at this time,  but is likely to be several  times the $25  million
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 not easily  quantifiable  because a defacto 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.  We will deploy
this LMDS network only if we determine that we can achieve sufficient returns on
our capital invested,  from reduced costs associated with providing our services
or from new services which we can offer through LMDS technology.

Acquisitions.  In May 1999,  we  acquired  MegsINet  and  certain  assets of USN
Communications.  The USN acquisition  includes a contingent payment in July 2000
which is payable  only if the USN assets  meet or exceed  operating  performance
thresholds.  The total additional cash consideration that we may pay for the USN
assets is capped at $58.6 million.  Also, we will require significant capital to
fund the expansion and operations related to those acquisitions.  In the future,
we plan to make further  appropriate  acquisitions which may require significant
capital expenditures.


                                       16
<PAGE>

                        CoreComm Limited and Subsidiaries


Sources of Liquidity.  Our operations were initially  funded by the $150 million
cash capital contribution from CCPR in connection with the spin-off.  In October
1999,  the  Company  issued  $175  million  principal  amount of 6%  Convertible
Subordinated  Notes due 2006,  and  received net  proceeds of $169  million.  We
expect to experience  substantial  negative cash flow for the next several years
due to the  continued  development  of our  Smart  LEC  network  and  our  other
businesses. Our cash flow requirements will depend upon:

  -    our network development schedules;
  -    acquisition opportunities;
  -    operating results; and
  -    technological developments.

Longer term, it is likely that we will be required to raise additional financing
to fully build out our  planned  networks.  We are  currently  negotiating  with
equipment  manufacturers,  including Cisco Systems,  Inc., Lucent  Technologies,
Inc. and Nortel Networks  Corporation,  to provide us with vendor financing.  In
the  aggregate,  such  financings  are  anticipated  to be  significant.  We are
presently  in  the  process  of  completing  negotiations  on  terms  for  these
transactions  and expect to enter into definitive  agreements upon completion of
the  negotiations.  However,  until definitive  agreements are reached with each
vendor,  we cannot be certain that the proposed  financings will occur, that the
terms will not change or that any alternative financing on terms satisfactory to
us will be available.

Our  ability  to raise  additional  capital  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 delay the  construction of our Smart LEC
network, forego attractive business  opportunities,  or take other actions which
could  adversely  affect our  business,  results  of  operations  and  financial
condition.

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' proposed debt agreements may prevent
the payment of dividends,  loans or other distributions to us (except in certain
limited circumstances).

YEAR 2000

We have mostly completed 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 included four phases:  (1) identification of risks, (2)
assessment of risks,  (3) development of remediation  and contingency  plans and
(4) implementation and testing.

Our  assessment was primarily  focused on both our  information  technology,  or
"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 was separately assessed.


                                       17
<PAGE>

                        CoreComm Limited and Subsidiaries


-    We have  completed the assessment and upgrades of our financial IT systems.
     The upgrades were supplied by vendors for nominal additional cost.

-    We completed  the  assessment,  renovation  and  validation of the billing,
     provisioning  and customer  service IT systems except for the IT systems of
     USN and MegsINet.  We incurred nominal costs to complete the renovation and
     validation  of these  systems since they are new systems that were designed
     to be year 2000 ready.

-    The billing,  provisioning  and customer service IT systems used by USN and
     MegsINet  require more  significant  remediation  at an  estimated  cost of
     $300,000.  The mission critical work is expected to be completed and tested
     prior to  December  1999.  We do not  expect  any  significant  remediation
     difficulties.

-    Primarily  all of the cost of upgrades  and  purchases of hardware and data
     communications  equipment  to  complete  the  implementation  of year  2000
     readiness was part of our planned growth and upgrade  capital  expenditures
     in 1999.  The  total  cost was  approximately  $300,000.  In  addition,  we
     purchased  a new server for  approximately  $250,000  as part of the
     year 2000 project and for other uses.

-    Our evaluation of the readiness of our significant vendors is completed. We
     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 all of these vendors.

-    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 have tested
primarily all such third- party systems and products. However, we cannot be sure
that our  tests  were  adequate  or that,  if  problems  are  identified  in our
remaining  testing,  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 us.


                                       18
<PAGE>

                        CoreComm Limited and Subsidiaries


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements contained herein constitute  "forward-looking  statements" as
that term is defined under the Private Securities Litigation Reform Act of 1995.
When used  herein,  the  words,  "believe,"  "anticipate,"  "should,"  "intend,"
"plan," "will," "expects," "estimates,"  "projects,"  "positioned,"  "strategy,"
and  similar  expressions   identify  such  forward-looking   statements.   Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the  Company,  or  industry  results,  to be  materially  different  from  those
contemplated, projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include the following:
general economic and business conditions, industry trends, 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,  except as follows.  As a result of the MegsINet
and USN acquisitions,  the amount of our liabilities  (notes payable and capital
leases) at fixed  interest  rates has  increased.  However,  we do not currently
believe it is necessary to manage this  exposure to interest  rate  changes.  In
addition,  we do not currently believe it is necessary to manage our exposure to
foreign currency exchange rate changes. We do not use derivative  instruments to
manage our exposure to interest rate or foreign currency exchange rate changes.


                                       19
<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  September  30,  1999 the Company  filed the
          following:

         (i)   Current Report on Form 8-K/A dated July 9, 1999,  reporting under
               Item 2,  Acquisition  or  Disposition  of  Assets,  amending  its
               Current Report on Form 8-K dated May 26, 1999 by filing financial
               statements  of the  acquired  businesses  and  certain  pro forma
               information for the Company,

         (ii)  Current Report on Form 8-K dated August 18, 1999, reporting under
               Item 5, Other Events,  that CoreComm Limited paid a 3-for-2 stock
               split by way of a stock dividend to  shareholders of record as of
               August 30, 1999, and

         (iii) Current  Report on Form 8-K dated  September 15, 1999,  reporting
               under Item 5, Other Events,  that on September 17, 1999, CoreComm
               Limited  changed its Nasdaq  National Market System ticker symbol
               and that on September 23, 1999,  CoreComm Limited  announced that
               it  intended  to  commence  a private  placement  of  Convertible
               Subordinated Notes.


There were no financial statements filed with the second and third reports.


                                       20
<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 9, 1999
                                      By: /s/ J. Barclay Knapp
                                         ----------------------------------
                                         J. Barclay Knapp
                                         President, Chief Executive Officer
                                           and Chief Financial Officer



Date:    November 9, 1999
                                      By: /s/ Gregg Gorelick
                                         ----------------------------------
                                         Gregg Gorelick
                                         Vice President-Controller
                                           and Treasurer
                                          (Principal Accounting Officer)



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