SECURITIES AND
   EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

|(Mark
     One)
|---------------
|[X]            
|               
|               
|               
|               
|               
|[  ]           
|               
|               

Commission File
   Number: 0-20135

INTERMEDIA
   COMMUNICATIONS INC.
 
 (Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
   incorporation or organization) |                                                                                                                     | 59-2913586(I.R.S. Employer
   Identification Number)
|------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------
|                                                                          |                                                                                                                     |                                                     
|                                                                          | 3625 Queen Palm Drive
   Tampa, Florida 33619(Address of principal executive offices)(813) 829-0011Telephone Number |                                                     



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 [  ]

As of August 6, 1999,
   there were 50,765,151 shares of the
 
 Registrant's Common Stock outstanding.



INTERMEDIA
   COMMUNICATIONS INC.

INDEX

|           |    |                                                                                                                  | Page
   
   No.
|---------- | -- | ---------------------------------------------------------------------------------------------------------------- | ---------------
|           |    |                                                                                                                  |                
|           |    | PART I.  FINANCIAL INFORMATION                                                                                   |                
|           |    |                                                                                                                  |                
|ITEM 1.    |    | Financial
     Statements (Unaudited):                                                                           |                
|           |    |                                                                                                                  |                
|           |    | Condensed Consolidated Statements of Operations
     Three and six months
   
     ended June 30, 1999 and 1998 | 3              
|           |    | Condensed Consolidated Balance SheetsJune 30,
     1999
   
     and December 31, 1998                          | 4              
|           |    | Condensed Consolidated Statements of Cash Flows
     Six months
   
     ended June 30, 1999 and 1998           | 5              
|           |    | Notes to Condensed Consolidated Financial Statements                                                             | 6              
|           |    |                                                                                                                  |                
|ITEM 2.    |    | Management's Discussion and Analysis of Financial
     Condition and
   Results of Operations                    | 11             
|           |    |                                                                                                                  |                
|ITEM 3.    |    | Quantitative and Qualitative Disclosures about Market
     Risk                                                  | 24             
|           |    |                                                                                                                  |                
|           |    | PART II. OTHER INFORMATION                                                                                       |                
|           |    |                                                                                                                  |                
|ITEM 1.    |    | Legal Proceedings                                                                                                | 24             
|           |    |                                                                                                                  |                
|ITEM 2.    |    | Changes in Securities                                                                                            | 24             
|           |    |                                                                                                                  |                
|ITEM 3.    |    | Defaults Upon Senior Securities                                                                                  | 24             
|           |    |                                                                                                                  |                
|ITEM 4.    |    | Submission of Matters to a Vote of Security Holders                                                              | 24             
|           |    |                                                                                                                  |                
|ITEM 5.    |    | Other Information                                                                                                | 25             
|           |    |                                                                                                                  |                
|ITEM 6.    |    | Exhibits and Reports on Form 8-K                                                                                 | 25             
|           |    |                                                                                                                  |                
|SIGNATURES | 26

2

PART I.  
   FINANCIAL INFORMATION

Item 1.Financial
   Statements

INTERMEDIA
   COMMUNICATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 (Unaudited)
 (In thousands, except share
   information)









|                                                                  |                                                            | Three Months Ended |             | Six Months Ended  
|----------------------------------------------------------------- | ---------------------------------------------------------- | ------------------ | ----------- | ------------------
|                                                                  |                                                            |                    |             |                   
|                                                                  |                                                            | June
     30, 1999 |             | June
     30, 1998
|                                                                  |                                                            |                    |             |                   
|Revenues:                                                         |                                                            |                    |             |                   
|                                                                  | Local network services                                     | $ 55,475           |             | $ 38,193          
|                                                                  | Enhanced data services                                     | 66,675             |             | 42,668            
|                                                                  | Interexchange services                                     | 64,329             |             | 82,747            
|                                                                  | Integration services                                       | 31,410             |             | 26,622            
|                                                                  |                                                            |                    |             |                   
|                                                                  |                                                            | 217,889            |             | 190,230           
|                                                                  |                                                            |                    |             |                   
|Expenses:                                                         |                                                            |                    |             |                   
|                                                                  | Network operations                                         | 93,996             |             | 88,015            
|                                                                  | Facilities administration
     and maintenance             | 23,171             |             | 18,536            
|                                                                  | Cost of goods sold                                         | 19,501             |             | 17,218            
|                                                                  | Selling, general and
     administrative                   | 71,102             |             | 56,402            
|                                                                  | Depreciation and
     amortization                         | 74,130             |             | 50,215            
|                                                                  | Charge-off of purchased
     in-process R&D                | -                  |             | -                 
|                                                                  | Business restructuring,
     integration and other charges | 3,439              |             | 50,081            
|                                                                  |                                                            |                    |             |                   
|                                                                  |                                                            | 285,339            |             | 280,467           
|                                                                  |                                                            |                    |             |                   
|Loss from operations                                              | (67,450)                                                   |                    | (90,237)    |                   
|                                                                  |                                                            |                    |             |                   
|Other income (expense):                                           |                                                            |                    |             |                   
|                                                                  | Interest expense                                           | (69,224)           |             | (47,858)          
|                                                                  | Other income                                               | 13,749             |             | 6,040             
|                                                                  |                                                            |                    |             |                   
|Net loss                                                          | (122,925)                                                  |                    | (132,055)   |                   
|Preferred stock dividends and accretions                          | (22,965)                                                   |                    | (18,876)    |                   
|                                                                  |                                                            |                    |             |                   
|Net
     loss attributable to common stockholders                 | $ (145,890)                                                |                    | $ (150,931) |                   
|                                                                  |                                                            |                    |             |                   
|                                                                  |                                                            |                    |             |                   
|Basic and diluted loss per common share:                          |                                                            |                    |             |                   
|Net
     loss per common share                                    | $ (2.92)                                                   |                    | $ (3.49)    |                   
|                                                                  |                                                            |                    |             |                   
|                                                                  |                                                            |                    |             |                   
|Weighted average number of shares outstanding - basic and diluted | 50,009,473                                                 |                    | 43,300,889  |                   
|                                                                  |                                                            |                    |             |                   

See accompanying notes.



3

INTERMEDIA
   COMMUNICATIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
 
 (Unaudited)
 (In thousands, except share
   information)

|                                                                                              | June 30, 1999 |  | December 31, 1998
|--------------------------------------------------------------------------------------------- | ------------- |  | -----------------
|Assets                                                                                        |               |  |                  
|Current assets:                                                                               |               |  |                  
|Cash and cash equivalents                                                                     | $   467,866   |  | $
       387,615 
|Restricted investments                                                                        | 8,553         |  | 7,930            
|Accounts receivable, less
     allowance for                                                  |               |  |                  
|doubtful accounts of $23,426 in 1999 and $22,229 in
     1998                                 | 222,404       |  | 178,519          
|Prepaid expenses and other
     current assets                                                | 34,963        |  | 27,272           
|                                                                                              |               |  |                  
|Total current
     assets                                                                     | 733,786       |  | 601,336          
|Telecommunications
     equipment, net                                                        | 1,505,745     |  | 1,371,583        
|Intangible assets, net                                                                        | 984,753       |  | 1,022,556        
|Other assets                                                                                  | 66,940        |  | 53,544           
|                                                                                              |               |  |                  
|Total assets                                                                                  | $ 3,291,224   |  | $3,049,019       
|                                                                                              |               |  |                  
|                                                                                              |               |  |                  
|                                                                                             
|Liabilities, Redeemable Preferred Stock and Stockholders'
     Equity (Deficit)              
|                                                                                              |               |  |                  
|Current
     liabilities:                                                                     |               |  |                  
|Accounts payable                                                                              | $     79,230  |  | $ 
       102,905
|Other accrued expenses                                                                        | 73,369        |  | 82,088           
|Current portion of
     long-term debt and capital lease obligations                          | 30,982        |  | 21,880           
|                                                                                              |               |  |                  
|Total current
     liabilities                                                                | 183,581       |  | 206,873          
|Long-term debt
     and capital lease obligations                                             | 2,853,274     |  | 2,350,506        
|Series B
     redeemable exchangeable preferred stock and accrued dividends,
     $1.00       |               |  |                  
|par value; 600,000 shares authorized; 397,890 and 381,900 issued
     and outstanding         |               | 
|in 1999 and 1998, respectively                                                                | 398,384       |  | 371,678          
|Series D
     junior convertible preferred stock and accrued dividends, $1.00 par             |               |  |                  
|value; 69,000 shares authorized; 54,129 issued and outstanding in
     1999 and 1998          | 133,973       |  | 133,686          
|Series E
     junior convertible preferred stock and accrued dividends, $1.00
     par value; |               |  |                  
|87,500 shares authorized; 64,892 shares issued and outstanding in
     1999 and 1998          | 160,445       |  | 160,086          
|Series F
     junior convertible preferred stock and accrued dividends, $1.00 par             |               |  |                  
|value; 92,000 shares authorized; 80,000 shares issued and
     outstanding in 1999            |               |  |                  
|and 1998                                                                                      | 196,380       |  | 196,838          
|Stockholders'
     equity (deficit):                                                          |               |  |                  
|Preferred stock, $1.00 par value; 1,111,500 authorized in 1999 and
     1998,                 |               |  |                  
|no shares issued                                                                              | -             |  | -                
|Series C preferred stock,
     $1.00 par value; 40,000 shares authorized, no                  |               |  |                  
|shares issued                                                                                 | -             |  | -                
|Common stock, $.01 par value; 150,000,000 shares authorized in 1999                           |               |  |                  
|and 1998; 50,159,287 and 48,648,993 shares issued and
     outstanding                        |               |  |                  
|in 1999 and 1998, respectively                                                                | 502           |  | 486              
|Additional paid-in capital                                                                    | 609,068       |  | 587,413          
|Accumulated deficit                                                                           | (1,239,522)   |  | (953,579)        
|Deferred compensation                                                                         | (4,861)       |  | (4,968)          
|                                                                                              |               |  |                  
|Total
     stockholders' deficit                                                              | (634,813)     |  | (370,648)        
|                                                                                              |               |  |                  
|Total
     liabilities, redeemable preferred stock and stockholders' deficit                  | $ 3,291,224   |  | $3,049,019       
|                                                                                              |               |  |                  

See accompanying notes.

4









|INTERMEDIA COMMUNICATIONS INC.
   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
   (Unaudited) (In thousands)
|---------------------------------------------------------------------------------------------------------------
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|Operating activities                                                                                           
|                                                                                                               
|                                                                                                               
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|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|Investing activities                                                                                           
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|Financing activities                                                                                           
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|Increase
     (decrease) in cash and cash equivalents                                                          
|                                                                                                               
|                                                                                                               
|Cash and
     cash equivalents at beginning of period                                                          
|                                                                                                               
|                                                                                                               
|Cash and
     cash equivalents at end of period                                                                
|                                                                                                               
|                                                                                                               
|Supplemental disclosures of cash flow information                                                              
|Interest
     paid                                                                                             
|Amendment
     to capital lease obligation                                                                     
|Preferred
     stock issued as dividends on preferred stock                                                    
|Common
     stock issued as dividends on preferred stock                                                       
|Accretion
     of preferred stock                                                                              
|Common
     stock issued in purchase of business                                                               
|Assets
     purchased under capital lease obligations                                                          

See accompanying notes.


5



INTERMEDIA
   COMMUNICATIONS INC.

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 Article 10 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) necessary to
   present fairly the information set forth therein have been included.
   The accompanying condensed consolidated financial statements should
   be read in conjunction with the consolidated financial statements
   and footnotes included in the Annual Report on Form 10-K of
   Intermedia Communications Inc. ("Intermedia" or the "
   Company") for the year ended December 31, 1998.

Operating results for the three and six month periods ended June 30,
   1999 are not necessarily an indication of the results that may be
   expected for the year ending December 31, 1999.

Note 2.  Business
   Restructuring and Integration Program

As more
   fully described in the Company's 1998 Annual Report on Form 10-K,
   during the second quarter of 1998, management committed to and
   commenced implementation of a restructuring program (the "
   Program") which was designed to streamline and refocus the
   Company's operations and facilitate the transformation of the
   Company's five separate operating companies into one integrated
   communications provider ("ICP"). The anticipated
   completion date of the Program is December 31, 1999. The
   ultimate effect of the Program is currently estimated by management
   to result in approximately $10.7 million of savings in operating
   costs per quarter. The Company will realize these savings as various
   Program activities are completed.

The
   following table sets forth the significant components and activity
   in the restructuring program reserve since the inception of the
   Program (in millions):

|Activity                                                                         |  | Employee
   
   Termination
   
   Benefits (vii) |  | Contract
   
   Terminations |  | Asset
   
   Impairments |  | Other
   
   Business
   
   Integration
   
   Costs |  | Total
|-------------------------------------------------------------------------------- |  | ------------------------------------------------- |  | ---------------------------- |  | ------------------------ |  | ----------------------------------------------------- |  | -----
|                                                                                 |  |                                                   |  |                              |  |                          |  |                                                       |  |      
|Network integration(i)                                                           |  | $  
                                             |  | $ 0.9                        |  | $                       |  | $                                                    |  | $ 0.9
|Sales force consolidation and branding(ii)                                       |  | 0.4                                               |  |                             |  |                         |  |                                                      |  | 0.4  
|Consolidation of financial functions(iii)                                        |  | 0.9                                               |  |                             |  |                         |  |                                                      |  | 0.9  
|Information systems integration(iv)                                              |  | 0.7                                               |  |                             |  |                         |  |                                                      |  | 0.7  
|Campus consolidation(v)                                                          |  |                                                  |  | 2.3                          |  |                         |  |                                                      |  | 2.3  
|Exiting non-core businesses(vi)                                                  |  | 0.6                                               |  | 11.5                         |  | 13.4                     |  | 1.6                                                   |  | 27.1 
|                                                                                 |  |                                                   |  |                              |  |                          |  |                                                       |  |      
|Total provisions recorded during the quarter ended
   
     June 30, 1998        |  | 2.6                                               |  | 14.7                         |  | 13.4                     |  | 1.6                                                   |  | 32.3 
|Payments and other
     adjustments during year ended
   
     December 31, 1998 |  | 1.4                                               |  | 11.7                         |  | 13.3                     |  | 0.4                                                   |  | 26.8 
|                                                                                 |  |                                                   |  |                              |  |                          |  |                                                       |  |      
|Balance in accrual at December 31, 1998                                          |  | 1.2                                               |  | 3.0                          |  | 0.1                      |  | 1.2                                                   |  | 5.5  
|Payments and other adjustments during six months
   
     ended June 30, 1999    |  | 0.5                                               |  |                             |  |                         |  |                                                      |  | 0.5  
|                                                                                 |  |                                                   |  |                              |  |                          |  |                                                       |  |      
|Balance in accrual at June 30, 1999                                              |  | $ 0.7                                             |  | $ 3.0                        |  | $ 0.1                    |  | $ 1.2                                                 |  | $ 5.0
|                                                                                 |  |                                                   |  |                              |  |                          |  |                                                       |  |      

6





INTERMEDIA
   COMMUNICATIONS INC.

NOTES TO CONDENSED
   CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(Unaudited)



> (ii) This activity
>    consists primarily of the consolidation and integration of the sales
>    forces of the Company and its recent acquisitions, including the
>    integration of the Company's products and services and the
>    elimination of redundant headcount and related costs.



> (vii) The total number of
>    employees affected by the restructuring program was approximately
>    280. The terminated employees were notified that their termination
>    was involuntary and of their associated benefit arrangements, prior
>    to the date of the June 30, 1998 financial statements.

As
   provided for in the Program, the Company also expensed other
   business restructuring and integration costs that were incurred
   since the inception of the Program. These costs represent
   incremental, redundant, or convergence costs that resulted directly
   from implementation of the Program, but are required to be expensed
   as incurred.

7



INTERMEDIA
   COMMUNICATIONS INC.

NOTES TO CONDENSED
   CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
 (Unaudited)

The
   following table summarizes total Program costs and sets forth the
   components of the other business restructuring and integration costs
   that were expensed as incurred during the three and six months ended
   June 30, 1999 and 1998 (in millions):

> 

Three Months Ended
   Six Months EndedJune 30,
   June 30,1999
   1998
   1999
   1998Business
     restructuring chargesEmployee termination benefits (A)
   $   --
   $   2.6
   $   --
   $   2.6Contract terminations (A)
   --
   14.7
   --
   14.7Other
     chargesAsset impairments (A)
   --
   13.4
   --
   13.4Legal costs (A)
   --
   1.6
   --
   1.6Total provision recorded
   --
   32.3
   --
   32.3Integration costsNetwork integration (B)
   1.8
   12.4
   4.6
   12.4Department and employee
   
          realignment (C)
   0.2
   0.8
   0.7
   0.8Functional re-engineering (D)
   1.0
   0.8
   2.4
   0.8Other (E)
   0.4
   3.8
   1.1
   3.8Total integration costs
   3.4
   17.8
   8.8
   17.8$ 3.4
   $ 50.1
   $ 8.8
   $ 50.1


(A)  See prior table for
   components of cost.
 (B)  Consists primarily of redundant
   network expense and amortization of a canceled contract for switched
 
        services, with some employee
   severance costs.
 (C)  Consists of branding, employee
   severance, training, relocation expenses, and contract termination
 
        costs.
 (D)  Consists primarily of
   consultant costs and employee severance costs.
 (E)  Consists primarily of
   professional fees and employee severance costs.

Note 3. Long-Term Debt

On
   February 24, 1999, the Company sold $300 million principal amount of
   9.5% Senior Notes due 2009 (the "9.5% Senior Notes") and
   $364 million principal amount at maturity of 12.25% Senior
   Subordinated Discount Notes due 2009 (the "12.25% Senior
   Subordinated Discount Notes") in a private placement
   transaction. Net proceeds to the Company amounted to approximately
   $488.5 million from both issuances.

Cash
   interest on the 9.5% Senior Notes is payable semi-annually in
   arrears on March 1 and September 1 of each year, commencing
   September 1, 1999. The proceeds of the offering of the 9.5% Senior
   Notes cannot be used for working capital purposes and can only be
   used to fund up to 80% of the cost of acquiring or constructing
   telecommunications related assets. The 9.5% Senior Notes are
   redeemable at the option of the Company at any time at various
   prices as set forth in the indenture governing the 9.5% Senior
   Notes. The 9.5% Senior Notes rank on par with all of the other
   outstanding senior indebtedness of the Company.

The
   12.25% Senior Subordinated Discount Notes will accrete in value
   through March 1, 2004 at a fixed annual rate of 12.25%, compounded
   every six months. After March 1, 2004, the 12.25% Senior
   Subordinated Discount Notes will accrue interest at an annual rate
   of 12.25%, payable in cash every six months on March 1 and September
   1, commencing September 1, 2004. The proceeds from the offering of
   the 12.25% Senior Subordinated Discount Notes will be used for
   general corporate purposes, including the funding of working capital
   and operating losses, and the funding of a portion of the costs of
   acquiring or constructing telecommunications related assets. The
   12.25% Senior Subordinated Discount Notes will be redeemable at the
   option of the Company at any time at various prices as set forth in
   the indenture governing the 12.25% Senior Subordinated Discount
   Notes.

8



INTERMEDIA
   COMMUNICATIONS INC.

NOTES TO CONDENSED
   CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
 (Unaudited)

Note 4. Earnings Per Share

The
   following table sets forth the computation of basic and diluted loss
   per share of common stock (dollars in thousands, except share and
   per share amounts):



|                                                                                                                            | Three Months Ended
   
   June 30, |                  | Six Months EndedJune 30,
|--------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ---------------- | ------------------------
|
|
|
|                                                                                                                            |                                    |                  |                         
|                                                                                                                            | 1999                               | 1998             |                         
|                                                                                                                            |                                    |                  |                         
|Numerator:                                                                                                                  |                                    |                  |                         
|Net
     loss                                                                                                               | $
     (122,925)                   | $
     (132,055) |                         
|Preferred stock dividends and accretions                                                                                    | (22,965)                           | (18,876)         |                         
|                                                                                                                            |                                    |                  |                         
|Numerator for basic loss per share - loss
   attributable
     to common stockholders                                       | (145,890)                          | (150,931)        |                         
|Effect of dilutive securities                                                                                               | -                                  | -                |                         
|                                                                                                                            |                                    |                  |                         
|Numerator for diluted loss per share - income
   attributable
     to common stockholders after
   assumed
     conversions | $
     (145,890)                   | $
     (150,931) |                         
|Denominator:                                                                                                                |                                    |                  |                         
|Denominator
     for basic loss per share -                                                                                 |                                    |                  |                         
|weighted-average shares                                                                                                     | 50,009,473                         | 43,300,889       |                         
|Effect of
     dilutive securities                                                                                          | -                                  | -                |                         
|                                                                                                                            |                                    |                  |                         
|Denominator
     for diluted loss per share -
   adjusted weighted-average shares                                           | 50,009,473                         | 43,300,889       |                         
|                                                                                                                            |                                    |                  |                         
|                                                                                                                            |                                    |                  |                         
|Basic loss per
     share of common stock                                                                                   | $
     (2.92)                      | $
     (3.49)    |                         
|                                                                                                                            |                                    |                  |                         
|                                                                                                                            |                                    |                  |                         
|Diluted loss per
     share of common stock                                                                                 | $
     (2.92)                      | $
     (3.49)    |                         
|                                                                                                                            |                                    |                  |                         

Unexercised options to purchase 7,859,598 and 6,327,258 shares of
   common stock as of June 30, 1999 and 1998, respectively, and
   outstanding convertible preferred stock, convertible into 17,076,495
   and 15,483,745 shares of common stock as of June 30, 1999 and 1998,
   respectively, were not included in the computations of diluted loss
   per share because assumed exercise/conversion would be
   anti-dilutive.

Note 5. Contingencies

The
   Company is not a party to any pending legal proceedings except for
   various claims and lawsuits arising in the normal course of
   business. The Company does not believe that these normal course of
   business claims or lawsuits will have a material effect on the
   Company's financial condition, results of operations or cash flows.

The
   Company maintains interconnection agreements with incumbent local
   exchange carriers ("ILECs") in Florida, Georgia, North
   Carolina, Tennessee, and in numerous other states across the
   country. These contracts govern the reciprocal amounts to be billed
   by competitive carriers for terminating local traffic of Internet
   service providers ("ISPs") in each state. During 1997 and
   1998, the Company recognized revenue from these ILECs of
   approximately $46.0 million for these services. During the first
   half of 1999, the Company recognized approximately $37.1 million in
   revenue for these services.

9



INTERMEDIA
   COMMUNICATIONS INC.

NOTES TO CONDENSED
   CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
 (Unaudited)

The
   Company accounts for reciprocal compensation with the ILECs,
   including the activity associated with the disputed ISP traffic, as
   local network services, fully subject to mutual compensation,
   pursuant to the terms of the Company's interconnection agreements.
   Accordingly, revenue is recognized in the period that the traffic is
   terminated. A number of ILECs have refused to pay these reciprocal
   compensation amounts in whole or in part, however, citing a variety
   of legal theories. The circumstances surrounding the disputes,
   including the status of cases that have arisen by reason of similar
   disputes referred to below, are considered by management
   periodically in determining whether reserves against unpaid balances
   are warranted. As of June 30, 1999, provisions have not been
   considered necessary by management.

Management believes the issue related to mutual compensation for
   Internet traffic to be an industry wide matter that will ultimately
   be resolved on a state-by-state basis. As of December 31, 1998, 31
   state commissions had issued final orders finding that ILECs must
   pay mutual compensation to competitive carriers for local calls to
   ISPs located on competitive carriers' networks, and no state
   commission had ruled to the contrary. A February 25, 1999 decision
   by the FCC generated some uncertainties about mutual compensation.
   The FCC's order declared that ISP-bound traffic is predominantly
   "interstate" traffic that is subject to federal
   jurisdiction. Subsequent to the FCC's February 25 order, 12 states
   have reaffirmed prior determinations that ILECs are required to
   compensate CLECs for terminating ISP-bound traffic, and 4 additional
   states have, for the first time, issued affirmative decisions that
   such payments are required. An exception to this pattern has
   occurred in three states that have either re-opened the mutual
   compensation issue for further proceedings on the merits, deferred a
   decision pending completion of further FCC proceedings or, in one
   case, rendered a decision adverse to mutual compensation on grounds
   uniquely applicable to one agreement and those parties to the
   agreement.

Most
   current interconnection agreements - including Intermedia's
   agreements with BellSouth - provide that compensation is owed for
   the termination of "local" traffic, and the FCC's order
   established that, for purposes of determining jurisdiction, dial-up
   calls to ISPs are not local. As a result, many ILECs asked state
   commissions to overturn their earlier decisions calling for payment
   of compensation for this traffic. However, while the FCC's order did
   find that most ISP-bound traffic is jurisdictionally interstate, the
   FCC went on to clarify that this jurisdictional determination does
   not preclude parties from including ISP-bound traffic within the
   scope of the reciprocal compensation provisions included in their
   interconnection agreements. Management is pursuing this matter
   vigorously and believes the ILECs will ultimately pay all amounts in
   full.

Note 6.  Subsequent
   Event

On
   August 4, 1999, the Company's web hosting subsidiary, Digex,
   Incorporated ("Digex") sold 11.5 million shares of Class A
   common stock in an initial public offering. The shares sold
   represent approximately 18.7% of the aggregate number of shares of
   Class A common stock and Class B common stock outstanding. The
   Company retains a 97.8% voting interest in Digex. The gross proceeds
   from the offering were $195.5 million. The proceeds, net of
   commissions and other costs, will be used to purchase
   telecommunications related assets. The Company may take other
   actions in the future which would further decrease its ownership
   interest.

10



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

The
   following discussion should be read in conjunction with the
   condensed consolidated financial statements and related notes and
   with the Management's Discussion and Analysis of Financial Condition
   and Results of Operations and audited consolidated financial
   statements and related notes included in the Company's Annual Report
   on Form 10-K for the year ended December 31, 1998, filed
   with the Commission.

Overview

Intermedia has experienced substantial revenue growth since its
   inception in 1986. Building from its original base in Florida,
   Intermedia now provides integrated telecommunications services
   nationally with a focus on customers who have a substantial presence
   in the eastern United States. Through a combination of internally
   generated growth and targeted acquisitions, the Company has expanded
   its service territory and substantially increased its customer base.

Intermedia's customers include a broad range of business and
   government end users and, to a lesser extent, Internet service
   providers ("ISPs") and other carriers. The Company
   delivers local network services, including local exchange service,
   primarily through Company owned local and long distance switches and
   over a Company owned or leased digital transport network. The
   Company offers enhanced data services to its customers on an
   extensive inter-city network that connects its customers, either
   through its own network or through other carriers, to locations
   throughout the country and internationally. Through its 793 network
   to network interfaces ("NNIs") and 173 data switches,
   Intermedia has established one of the most densely deployed frame
   relay switching networks in the nation. The Company's nationwide
   interexchange network carries both its data traffic and its voice
   network traffic.

The
   Company is also party to various agreements with companies within
   the telecommunications industry. These agreements are part of the
   Company's ICP strategy and allow the Company to economically expand
   its product offerings into new markets. On April 27, 1999, the
   Company announced that it has entered into strategic alliances with
   two DSL (digital subscriber line) companies, NorthPoint
   Communications and Rhythms NetConnection Inc. These agreements will
   allow the Company to purchase DSL transport to provide additional
   telecommunications services such as high speed internet access,
   local and long distance services, and frame relay to Intermedia's
   small and medium sized customers. Intermedia has implemented DSL
   technology using its own network facilities for its shared-tenant
   services (Comactiv) buildings to provide greater bandwidth for data,
   voice, and internet access. The NorthPoint and Rhythms alliances
   will enable the Company to increase its existing market coverage for
   its DSL services. On August 4, 1999, the Company announced that it
   has entered into an agreement to provide frame relay services to
   Bell Atlantic's out-of-region customers. The Company believes this
   arrangement will offer customers a single point of contact for sales
   and customer care and will enable the Company to benefit from Bell
   Atlantic's customer relationships and distribution abilities and
   thereby sell additional frame relay services.

In the
   second quarter of 1999, the Company expanded its Unified Voice
   (UV.net) service, which provides integrated local, long distance and
   high-speed Internet access, to 23 cities. While the Company has
   offered bundled services in the past, UV.net is now offered on a
   more economical basis in order to successfully market to small and
   medium-sized businesses. During the remainder of 1999, the Company
   expects continued demand created by customers in need of Year 2000
   upgrades, which is a catalyst for new systems purchases, as well as
   a positive revenue impact from the strategic partnership data
   agreements.

Plan of Operation

For the
   remainder of 1999, the Company believes its revenue growth will be
   generated primarily from its enhanced data, including Internet,
   local exchange and integration services. Based on the Company's
   analysis of Federal Communications Commission market data and its
   knowledge of the industry, the Company estimates that the market for
   enhanced data, local exchange, and interexchange services will
   exceed $100.0 billion in 1999 within its service territory.

In order
   to develop its business more rapidly and efficiently utilizing its
   capital resources, the Company plans to use the existing fiber optic
   infrastructure of other providers, in addition to using its own
   existing networks. The Company believes
 transport provided on fiber optic systems has become commodity-like,
   and its capital expenditures are better focused on intelligent
   switching and other more strategic network components required to
   implement a packet/cell switched network (a network architecture
   which efficiently combines multiple data and voice protocols over a
   single network fabric). While the Company will use significant
   amounts of capital to deploy enhanced data and voice switches on a
   demand driven basis in selected markets, Intermedia believes its
   substantial existing network capacity should enable it to add new
   customers and provide additional services that will result in
   increased revenue with lower incremental costs. For example, selling
   additional services, such as local exchange services, to existing or
   new customers allows the Company to utilize unused portions of the
   capacity inherent in its existing fiber optic networks. This
   operating leverage increases the utilization of Intermedia's network
   with limited additional capital expenditures. The Company's strategy
   to offer a full complement of telecommunications services is
   designed to enable the Company to take advantage of this operating
   leverage inherent in its networks.



Results of Operations

The
   following table presents, for the periods indicated, certain
   information derived from the Unaudited Condensed Consolidated
   Statements of Operations of the Company, expressed in percentages of
   revenue:





|                                                           |                                   |                                 |          |        
|---------------------------------------------------------- | --------------------------------- | ------------------------------- | -------- | -------
|                                                           | Three Months Ended
   
   June 30 | Six Months Ended
   
   June 30
|                                                           |                                   |                                
|                                                           | 1999                              | 1998                            | 1999     | 1998   
|                                                           |                                   |                                 |          |        
|Revenues:                                                  |                                   |                                 |          |        
|Local network services                                     | 25.5%                             | 20.1%                           | 25.7%    | 22.0%  
|Enhanced data services                                     | 30.6                              | 22.4                            | 30.0     | 24.2   
|Interexchange services                                     | 29.5                              | 43.5                            | 31.2     | 39.0   
|Integration services                                       | 14.4                              | 14.0                            | 13.1     | 14.8   
|                                                           |                                   |                                 |          |        
|                                                           | 100.0                             | 100.0                           | 100.0    | 100.0  
|Expenses:                                                  |                                   |                                 |          |        
|Network operations                                         | 43.1                              | 46.3                            | 44.5     | 48.8   
|Facilities administration and maintenance                  | 10.6                              | 9.7                             | 10.8     | 10.3   
|Cost of goods sold                                         | 9.0                               | 9.1                             | 8.4      | 9.5    
|Selling, general and administrative                        | 32.6                              | 29.6                            | 30.4     | 31.4   
|Depreciation and amortization                              | 39.1                              | 26.4                            | 34.5     | 27.8   
|Charge-off of purchased in-process R&D                     |                                  |                                |         | 19.3   
|Business restructuring, integration and other
     charges | 1.6                               | 26.3                            | 2.0      | 15.3   
|                                                           |                                   |                                 |          |        
|Loss from
     operations                                  | (31.0)                            | (47.4)                          | (30.6)   | (62.3) 
|Other
     income (expense):                               |                                   |                                 |          |        
|Interest expense                                           | (31.8)                            | (25.2)                          | (31.0)   | (29.7) 
|Other income                                               | 6.3                               | 3.2                             | 4.7      | 5.1    
|                                                           |                                   |                                 |          |        
|Net loss                                                   | (56.4)                            | (69.4)                          | (56.9)   | (86.9) 
|Preferred stock dividends and accretions                   | (10.6)                            | (9.9)                           | (10.8)   | (11.5) 
|                                                           |                                   |                                 |          |        
|Net loss attributable to common stockholders               | (67.0)%                           | (79.3)%                         | ( 67.7)% | (98.4)%
|                                                           |                                   |                                 |          |        

12







|                                                      |  | June 30, 1999 |  | June 30, 1998
|----------------------------------------------------- |  | ------------- |  | -------------
|Transport,
     Local and Long Distance Services: (1) |  |               |  |              
|Buildings
     connected (2)                          |  | 4,374         |  | 4,309        
|Voice
     switches in operation                      |  | 25            |  | 21           
|Access line
     equivalents                          |  | 407,675       |  | 280,144      
|Access line
     equivalents per local switch (3)     |  | 14,315        |  | 6,180        
|                                                      |  |               |  |              
|Enhanced Data
     Services: (1)                      |  |               |  |              
|Data switches
     in operation                       |  | 173           |  | 153          
|Nodes in
     service (4)                             |  | 42,741        |  | 27,123       
|NNI
     connections                                  |  | 793           |  | 553          
|                                                      |  |               |  |              
|Employees                                             |  | 4,252         |  | 3,597        

|1) | Amounts
     reflected in the table are based upon information contained in the
     Company's operating records.                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2) | Includes
     buildings connected to Intermedia's network via facilities leased
     by Intermedia in addition to those connected to Intermedia's
     network via facilities constructed by or otherwise owned by
     Intermedia.
|3) | Calculated
     by dividing the number of on-switch access line equivalents by the
     number of switches
   
   providing local service.                                                                                         
|4) | Amount
     represents an individual point of origination and termination of
     data served by the Company's enhanced network.                                                                                                   

Quarter Ended June 30, 1999
   Compared to Quarter Ended June 30, 1998:

Revenue

Total
   revenue increased 14.5% to $217.9 million for the second quarter of
   1999 compared to $190.2 million for the same period in 1998. The
   Company has continued its efforts to introduce new services and
   increase the focus of the Company's sales force on offering a full
   suite of telecommunications services to an expanding market. The
   Company's core strategic revenue categories continue to grow, and
   the Company plans to maintain its emphasis on sales of key services
   such as enhanced data, including Internet, local exchange and
   integration services. The Company expects enhanced data, including
   Internet, local exchange and integration services to be the core
   components of its growth in revenue.

Local
   network services revenue increased 45.2% to $55.5 million for the
   second quarter of 1999 compared to $38.2 million for the same period
   in 1998. This increase was principally due to the Company's
   continued rollout of local exchange services into additional
   markets. The number of access line equivalents increased by 127,531
   from July 1, 1998 through the end of the second quarter of 1999. The
   additional access line equivalents were primarily on-switch,
   contributing to improved gross margins and allowing the Company to
   cross-sell additional services to its customers. The Company has
   also continued its efforts to reduce its base of local customers who
   utilize resale lines, which have historically yielded low margins
   for Intermedia. In addition, the Company was certified as a
   competitive local exchange carrier ("CLEC") in 38 states
   and the District of Columbia as of the end of the second quarter of
   1999.

Enhanced
   data services revenue increased 56.3% to $66.7 million for the
   second quarter of 1999 compared to $42.7 million for the same period
   in 1998. This increase was principally a result of the expansion of
   the Company's frame relay and ATM network as well as strong growth
   in Internet and web related services. As a result of the Company's
   integration of acquired businesses, the Company has consolidated a
   portion of its data traffic over fewer frame relay switches for
   efficiency. Intermedia's data network expanded by 240 NNI
   connections, 15,618 new frame relay nodes, and 20 data switches
   since July 1, 1998. In addition, the Company experienced an increase
   in sales of frame relay services as a result of the Company's
   agreements with US West and Ameritech. The Company also experienced
   increased sales in Internet and web hosting services due to an
 increase in sales of additional services to the existing customer base
   and an increase of 737 web hosting servers on line since July 1,
   1998.

Interexchange services revenue decreased 22.3% to $64.3 million for
   the second quarter of 1999 compared to $82.7 million for the same
   period in 1998. This decrease resulted from the Company's decision
   during the second quarter of 1998 to exit the low margin wholesale
   long distance business as well as per minute pricing declines,
   consistent with industry trends.

Integration services revenue increased 18% to $31.4
   million for the second quarter of 1999 compared to $26.6 million for
   the same period in 1998. This increase was principally due to an
   increased demand for the installation and sale of telecommunications
   equipment as compared to the second quarter of 1998 resulting from
   Year 2000 upgrades and the successful expansion of the Company's
   sales force on the West Coast.

Operating Expenses

Total operating expenses increased 1.7% to $285.3 million for
   the second quarters of 1999 and 1998. Total operating expenses
   decreased to 131.0% of revenue for the second quarter of 1999
   compared to 147.4% of revenue for the same period in 1998. This
   decrease in operating expenses as a percentage of revenue resulted
   principally from the decrease in business restructuring and
   integration expenses to $3.4 million for the second quarter of 1999
   compared to $50.1 million for the same period in 1998. This decrease
   was offset by increases, as a percentage of revenue, in selling,
   general and administrative expenses due to required additions for
   support personnel as well as increases in depreciation charges as a
   result of the Company's telecommunications equipment additions.

Network
   expenses increased 6.8% to $94.0 million for the second quarter of
   1999 compared to $88.0 million for the same period in 1998. The
   Company has incurred increased expenses in leased network capacity
   associated with the growth of local network service, enhanced data
   service, and interexchange service revenues. These increases are
   partially offset by reduced network expenses, as a percentage of
   revenue, resulting from the Company's integrated business strategy.
   In addition, the Company has focused its selling efforts on
   on-switch access lines, which have better gross margins and improved
   provisioning time.

Facilities administration and maintenance expenses increased
   25% to $23.2 million for the second quarter of 1999 compared to
   $18.5 million for the same period in 1998. The increase resulted
   from support costs related to the expansion of the Company's owned
   and leased network capacity, increased maintenance expenses due to
   network expansion and increased
 payroll expenses related to additional
   engineering and operations staff necessary to support and service
   the expanding network. These increases were partially offset by
   administrative cost efficiencies and synergies that were realized
   from implementation of the restructuring and integration program
   including integration of the Company's acquired businesses.
   Facilities administration and maintenance expenses were also
   positively impacted by the Company's exit of the wholesale long
   distance business in 1998.

Cost of
   goods sold increased 13.3% to $19.5 million for the second quarter
   of 1999 compared to $17.2 million for the same period in 1998. This
   increase was principally due to the increase in demand for
   telecommunications equipment resulting from Year 2000 upgrades and
   the successful expansion of the Company's sales force on the West
   Coast.

Selling,
   general and administrative expenses increased 26.1% to $71.1 million
   for the second quarter of 1999 compared to $56.4 million for the
   same period in 1998. The Company's core growth strategy required
   increases in sales and marketing efforts and other support costs.
   The increase was also due to a substantial increase in the number of
   employees required to support the Company's web hosting business.
   The Company's sales and marketing related expenses increased
   approximately $8.7 million, customer operations and circuit design
   and provisioning increased approximately $5.1 million, and other
   general administrative costs to support the administrative
   departments, management information systems and corporate
   development increased approximately $0.9 million.

Depreciation and amortization expenses increased 37% to $68.8
   million for the second quarter of 1999 compared to $50.2 million for
   the same period in 1998. This increase was principally due to
   depreciation and amortization of telecommunications equipment placed
   in service since July 1, 1998 as a result of ongoing network
   expansion. Depreciation and
 amortization expense is expected to increase in future periods based
   on the Company's plans to continue expanding its network and
   facilities, including its web hosting facilities on the East and
   West Coasts.

Business
   restructuring and integration expense of approximately $3.4 million
   was recorded by the Company during the second quarter of 1999
   compared to $50.1 million during the same period in 1998. During the
   second quarter of 1998, such costs include a one-time charge of
   $18.7 million comprised primarily of network integration, back
   office accounting integration and information systems integration
   costs and costs associated with positions eliminated as a result of
   the Program. Additional costs of $3.4 million and $31.4 million
   during the second quarter of 1999 and 1998, respectively, represent
   incremental, redundant, or convergence costs that result directly
   from implementation of the Program but which are required to be
   expensed as incurred. Such costs were substantially in line with the
   amounts expected by management. Additional incremental, redundant
 and convergence costs within this
   category of Program costs will be expensed as they are incurred each
   quarter over the Program implementation period. Management currently
   expects to incur up to approximately $9.8 million of these costs
   over the remainder of the Program. The Company expects future cash
   outlays for the Program of up to approximately $14.8 million during
   the remainder of 1999.

Interest Expense

Interest
   expense increased 44.6% to $69.2 million for the second quarter of
   1999 compared to $47.9 million for the same period in 1998. This
   increase primarily resulted from interest expense on approximately
   $300.0 million principal amount of 9.5% Senior Notes and $364.0
   million principal amount at maturity of 12.25% Senior Subordinated
   Discount Notes issued in February 1999. In addition, the increase
   partially resulted from increased interest expense on $500.0 million
   principal amount of 8.6% Senior Notes due 2008 (the "8.6%
   Senior Notes") issued in May 1998. Interest cost capitalized in
   connection with the Company's construction of telecommunications
   equipment amounted to approximately $2.7 million for the three
   months ended June 30, 1999.

Other Income

Other
   income increased 127.6% to $13.7 million for the second quarter of
   1999 compared to $6.0 million for the same period in 1998. This
   increase was primarily the result of interest earned on the
   comparatively higher level of average cash balances in the second
   quarter of 1999 as compared to the second quarter of 1998. In
   addition, customer finance charges increased in the second quarter
   of 1999 compared to the same period in 1998.

Net Loss

Net loss
   decreased 6.9% to $(122.9) million for the second quarter of 1999
   compared to $(132.1) million for the same period in 1998. Factors
   contributing to the decrease in the Company's net loss are described
   above.

Preferred Stock Dividends and
   Accretions

Preferred stock dividends and accretions increased 21.7% to $23.0
   million for the second quarter of 1999 compared to $18.9 million for
   the same period in 1998. The increase was due to dividend payments
   on the Series F preferred stock issued in August 1998.

EBITDA Before Certain Charges

EBITDA
   before certain charges, as defined below, remained constant at $10.1
   million for the second quarters of 1999 and 1998. Gross margin,
   inclusive of network expenses, facilities administration and
   maintenance and cost of good sold, increased to $81.2 million for
   the second quarter of 1999 compared to $66.5 million for the same
   period in 1998 as a result of the Company's continued efforts to
   consolidate traffic through the Williams backbone network, as well
   as through the Company's existing networks, in an efficient manner.
   In addition, the Company has been successful in selling more of its
   access lines "on switch," improving customer provisioning
   time, rolling out new products and services, and increasing its mix
   of higher margin products. Fully offsetting the favorable increase
   in gross margin was a $14.7 million increase in selling, general and
 administrative expenses. The Company has made significant strides in
   restructuring its back-office and administrative functions and has
   substantially integrated its information systems and resources. In
   addition, the business restructuring and integration program has
   yielded benefits by eliminating redundant costs associated with
   rationalizing and integrating the acquired businesses. However, the
   Company's core growth strategy and accelerated growth in its web
   hosting business required increases in sales and marketing efforts
   and other support costs which contributed to the overall increase in
   selling, general and administrative expenses.

EBITDA before certain charges consists of earnings (net loss) 
   before interest expense, interest and other income, income taxes,
   depreciation, amortization, charges for in-process research and
   development ("R&D"), and business integration,
   restructuring and other costs associated with the Program. EBITDA
   before certain charges does not represent funds availablefor management's discretionary use
   and is not intended to represent cash flow from operations. EBITDA
   before certain charges should not be considered as an alternative to
   net loss as an indicator of the Company's operating performance or
   to cash flows as a measure of liquidity. In addition, EBITDA before
   certain charges is not a term defined by generally accepted
   accounting principals and, as a result, the EBITDA before certain
   charges presented herein may not be comparable to similarly titled
   measures used by other companies. The Company believes that EBITDA
   before certain charges is often reported and widely used by
   analysts, investors and other interested parties in the
   telecommunications industry. Accordingly, this information has been
   disclosed herein to permit a more complete comparative analysis of
   the Company's operating performance relative to other companies in
   the industry.

Six Months Ended June 30, 1999
   Compared to Six Months Ended June 30, 1998:

Revenue

Total
   revenue increased 29.2% to $422.6 million for the six months ended
   June 30, 1999 compared to $327.0 million for the same period in
   1998. This increase was partially due to the acquisitions of the
   affiliated entities known as the Long Distance Savers group of
   companies (collectively, "LDS") on March 31, 1998 and
   National Telecommunications of Florida, Inc. and NTC, Inc.
   (collectively, "National") on April 30, 1998. The
   operating results of LDS and National are included in the Company's
   consolidated financial statements commencing April 1, 1998. The
   Company has also continued its efforts to introduce new services and
   increase the focus of the Company's sales force on offering a full
   suite of telecommunications services to an expanding market. The
   Company's core strategic revenue categories continue to grow, and
   the Company plans to maintain its emphasis on sales of key services
   such as enhanced data, including Internet, local exchange and
   integration services. The Company expects enhanced data, including
   Internet, local exchange and integration services to be the core
   components of its growth in revenue.

Local
   network services revenue increased 50.9% to $108.5 million for the
   six months ended June 30, 1999 compared to $71.9 million for the
   same period in 1998. This increase was partially due to the
   acquisition of National on April 30, 1998, and the continued rollout
   of local exchange services into additional markets. The number of
   access line equivalents increased by 127,531 from July 1, 1998
   through the end of the second quarter of 1999. The additional access
   line equivalents were primarily on-switch, contributing to improved
   gross margins and allowing the Company to cross-sell additional
   services to its customers. The Company has also continued its
   efforts to reduce its base of local customers who utilize resale
   lines, which have historically yielded low margins for Intermedia.
   In addition, the Company was certified as a competitive local
   exchange carrier ("CLEC") in 38 states and the District of
   Columbia as of the end of the second quarter of 1999.

Enhanced
   data services revenue increased 60.1% to $126.8 million for the six
   months ended June 30, 1999 compared to $79.2 million for the same
   period in 1998. This increase was principally a result of the
   expansion of the Company's frame relay and ATM network as well as
   strong growth in Internet and web related services. As a result of
   the Company's integration of acquired businesses, the Company has
   consolidated a portion of its data traffic over fewer frame relay
   switches for efficiency. Intermedia's data network expanded by 240
   NNI connections, 15,618 new frame relay nodes, and 20 data switches
   since July 1, 1998. In addition, the Company experienced an increase
   in sales of frame relay services as a result of the Company's
   agreements with US West and Ameritech. The Company also experienced
   increased sales in Internet and web hosting services due to an
   increase in sales of additional services to the existing customer
   base and an increase of 737 web hosting servers on line since July
   1, 1998.

16



Interexchange services revenue increased 3.5% to $131.9 million for
   the six months ended June 30, 1999 compared to $127.5 million for
   the same period in 1998. The increase resulted from the acquisitions
   of LDS and National on March 31, 1998 and April 30, 1998,
   respectively. This increase was partially offset by the Company's
   decision during the second quarter of 1998 to exit the low margin
   wholesale long distance business as well as per minute pricing
   declines, consistent with industry trends.

Integration services revenue increased 14.5% to $55.4 million for
   the six months ended June 30, 1999 compared to $48.4 million for the
   same period in 1998. This increase was principally due to an
   increased demand for the installation and sale of telecommunications
   equipment as compared to the second quarter of 1998 resulting from
   Year 2000 upgrades and the successful expansion of the Company's
   sales force on the West Coast.

Operating Expenses

Total
   operating expenses increased 4.0% to $552.0 million for the six
   months ended June 30, 1999 compared to $530.9 million for the same
   period in 1998. Total operating expense decreased to 130.6% of
   revenue for the six months ended June 30, 1999 compared to 162.3% of
   revenue for the same period in 1998. The 1998 operating expenses
   include a $63.0 million charge for in-process research and
   development in connection with the acquisition of Shared
   Technologies Fairchild Inc. ("Shared"). In addition,
   business restructuring and integration expenses (discussed below)
   decreased to $8.8 million for the six months ended June 30, 1999
   compared to $50.1 million for the same period in 1998. These
   decreases were offset by increases in other operating expenses
   including increased support costs relating to the significant
   expansion of the Company's owned and leased networks and the
   increase in personnel to sustain and support the Company's growth,
   primarily related to its web hosting business.

Network
   expenses increased 17.8% to $187.9 million for the six months ended
   June 30, 1999 compared to $159.6 million for the same period in
   1998. The Company has incurred increased expenses in leased network
   capacity associated with the growth of local network service,
   enhanced data service, and interexchange service revenues. These
   increases are partially offset by reduced network expenses, as a
   percentage of revenue, resulting from the Company's integrated
   business strategy. The Company has also benefited from several
   network agreements, including the Company's network agreement with
   Williams. The Williams agreement, executed in March 1998, positively
   impacted network expenses by eliminating certain backbone network
   costs that were previously accounted for as an operating lease.
   Finally, the Company has focused its selling efforts on on-switch
   access lines, which have better gross margins and improved
   provisioning time.

Facilities administration and maintenance expenses increased 36.5%
   to $45.8 million for the six months ended June 30, 1999 compared to
   $33.6 million for the same period in 1998. The increase resulted
   from support costs related to the expansion of the Company's owned
   and leased network capacity, increased maintenance expenses due to
   network expansion and increased payroll expenses related to
   additional engineering and operations staff necessary to support and
   service the expanding network. These increases were partially offset
   by administrative cost efficiencies and synergies that were realized
   from implementation of the restructuring and integration program
   including integration of the Company's acquired businesses.
   Facilities administration and maintenance expenses were also
   positively impacted by the Company's exit of the wholesale long
   distance business in 1998.

Cost of
   goods sold increased 14.2% to $35.3 million for the six months ended
   June 30, 1999 compared to $30.9 million for the same period in 1998.
   This increase was principally due to the increase in demand for
   telecommunications equipment resulting from Year 2000 upgrades and
   the successful expansion of the Company's sales force on the West
   Coast.

Selling,
   general and administrative expenses increased 25.0% to $128.4
   million for the six months ended June 30, 1999 compared to $102.7
   million for the same period in 1998. The Company's core growth
   strategy required increases in sales and marketing efforts and other
   support costs. The increase was also due to a substantial increase
   in the number of employees required to support the Company's web
   hosting business. The Company's sales and marketing related expenses
   increased approximately $12.5 million, customer operations and
   circuit design and provisioning increased approximately $6.3
   million, and other general administrative costs to support the
   administrative departments, management information systems and
   corporate development increased approximately $6.9 million.

17

Depreciation and amortization expenses increased 60.2% to $145.7
   million for the six months ended June 30, 1999 compared to $91.0
   million for the same period in 1998. This increase was principally
   due to depreciation and amortization of telecommunications equipment
   placed in service since July 1, 1998 as a result of ongoing network
   expansion (including the irrevocable right of use acquired from
   Williams). Depreciation and amortization expense is expected to
   increase in future periods based on the Company's plans to continue
   expanding its network and facilities, including its web hosting
   facilities on the East and West Coasts.

The
   charge for in-process R&D of $63.0 million in the first quarter
   of 1998 represents the amount of purchased in-process R&D
   associated with the purchase of Shared. This allocation represents
   the estimated fair value based on risk-adjusted cash flows related
   to the incomplete projects. At the date of acquisition, the
   development of these projects had not yet reached
 technological feasibility and in-process R
   &D had no alternative future uses. Accordingly, these costs were
   expensed as of the acquisition date and were recorded as a one-time
   charge to earnings in the first quarter of 1998. In making its
   purchase price allocation, the Company relied on present value
   calculations of income and cash flows, an analysis of project
   accomplishments and completion costs and, an assessment of overall
   contribution, as well as project risk. The amounts assigned to the
   in-process R&D were determined by identifying significant
   research projects for which technological feasibility had not been
   established. In-process R&D included the development and
   deployment of an innovative multi-service access platform, which
   will enable Shared to provision new data services.

Remaining development efforts for these in-process R & D
   projects include various phases of design, development, and testing.
   Anticipated completion dates for the in-process R&D projects
   will occur during the next six months, after which time the Company
   expects to begin generating economic benefits from the technologies.
   Expenditures to complete these projects are expected to total
   approximately $1.4 million in 1999.

This
   estimate is subject to change, given the uncertainties of the
   development process, and no assurance can be given that deviations
   from these estimates will not occur. Management expects to continue
   development of these efforts and believes the Company has a
   reasonable chance of successfully completing the in-process R&D
   programs. However, there is a risk associated with the completion of
   the projects, and there is no assurance that any will meet with
   either technological or commercial success. Failure to complete the
   in-process R&D programs would result in the loss of the expected
   return inherent in the fair value allocation.

Business
   restructuring and integration expense of approximately $8.8 million
   was recorded by the Company during the six months ended June 30,
   1999 compared to $50.1 million during the same period in 1998.
   During the six months ended June 30, 1998, such charges include a
   one-time charge of $18.7 million comprised primarily of network
   integration, back office accounting integration and information
   systems integration costs and costs associated with positions
   scheduled to be eliminated as a result of the Program. Additional
   costs of $3.4 million and $31.4 million during the six months ended
   June 30, 1999 and 1998, respectively, represent incremental,
   redundant, or convergence costs that result directly from
   implementation of the Program but which are required to be expensed
   as incurred. Such costs were substantially in line with the amounts
   expected by management. Additional incremental, redundant and
   convergence costs within this category of Program costs will be
   expensed as they are incurred each quarter over the Program
   implementation period. Management currently expects to incur up to
   approximately $9.8 million of these costs over the remainder of the
   Program. The Company expects future cash outlays of up to
   approximately $14.8 million during the remainder of 1999.

Interest Expense

Interest
   expense increased 35.2% to $131.4 million for the six months ended
   June 30, 1999 compared to $97.2 million for the same period in 1998.
   This increase primarily resulted from interest expense on
   approximately $300.0 million principal amount at maturity of 9.5%
   Senior Notes and $364.0 million principal amount of 12.25% Senior
   Subordinated Discount Notes issued in February 1999. In addition,
   the increase partially resulted from increased interest expense on
   $500.0 million principal amount of 8.6% Senior Notes issued in May
   1998. Interest cost capitalized in connection with the Company's
   construction of telecommunications equipment amounted to
   approximately $5.3 million for the six months ended June 30, 1999.

18



Other Income

Other
   income increased 21.1% to $20.3 million for the six months ended
   June 30, 1999 compared to $16.8 million for the same period in 1998.
   This increase was the result of interest earned on the comparatively
   higher level of average cash balances for the six months ended June
   30, 1999 as compared to the same period in 1998. In addition,
   customer finance charges increased during the six months ended June
   30, 1999 compared to the same period in 1998.

Net Loss

Net loss
   decreased 15.4% to $(240.5) million for the six months ended June
   30,1999 compared to $(284.2) million for the same period in 1998.
   Factors contributing to the decrease in the Company's net loss are
   described above.

Preferred Stock
   Dividends and Accretions

Preferred stock dividends and accretions increased 21.3% to $45.4
   million for the six months ended June 30, 1999 compared to $37.5
   million for the same period in 1998. The increase was due to
   dividend payments on the Series F preferred stock issued in August
   1998.

EBITDA Before Certain Charges

EBITDA before certain charges, as defined below, increased $25.0
   million to $25.2 million for the six months ended June 30, 1999
   compared to $0.2 million for the same period in 1998. The
   integration of recent acquisitions contributed to improved EBITDA
   before certain charges as a result of consolidating sales forces and
   introducing the Company's products into additional markets. Gross
   margin, inclusive of network expenses, facilities administration and
   maintenance expenses and cost of goods sold, increased to $153.6
   million for the six months ended June 30, 1999 compared to $102.9
   million for the same period in 1998 as a result of the Company's
   continued efforts to consolidate traffic through the Williams
   backbone network, as well as through the Company's existing
   networks, in an efficient manner. In addition, the Company has been
   successful in selling more of its access lines "on switch,"
   improving customer provisioning time, rolling out new products and
   services, and increasing its mix of higher margin products.
   Partially offsetting the favorable increase in gross margin was a
   $25.7 million increase in selling, general and administrative
   expenses. The Company has made significant strides in restructuring
   back-office and administrative functions and has integrated its
   information systems and resources. In addition, the business
   restructuring and integration program has yielded benefits by
   eliminating redundant costs associated with rationalizing and
   integrating the acquired business. However, the Company's core
   growth strategy and accelerated growth in its web hosting business
   required increases in sales and marketing efforts and other support
   costs which contributed to the overall increase in selling, general
   and administrative expenses.

EBITDA before certain charges consists of earnings (net loss) 
   before interest expense, interest and other income, income taxes,
   depreciation, amortization, charges for in-process R&D, and
   business integration, restructuring and other costs associated with
   the Program. EBITDA before certain charges does not represent funds
   available for management's discretionary use and is not intended to
   represent cash flow from operations. EBITDA before certain charges
   should not be considered as an alternative to net loss as an
   indicator of the Company's operating performance or to cash flows as
   a measure of liquidity. In addition, EBITDA before certain charges
   is not a term defined by generally accepted accounting principals
   and, as a result, the EBITDA before certain charges presented herein
   may not be comparable to similarly titled measures used by other
   companies. The Company believes that EBITDA before certain charges
   is often reported and widely used by analysts, investors and other
   interested parties in the telecommunications industry. Accordingly,
   this information has been disclosed herein to permit a more complete
   comparative analysis of the Company's operating performance relative
   to other companies in the industry.

Liquidity and Capital Resources

The
   Company's operations have required substantial capital investment
   for the purchase of telecommunications equipment and the design,
   construction and development of the Company's networks. Capital
   expenditures for the Company
 were approximately $271.8 million and $198.8 million for the six
   months ended June 30, 1999 and 1998, respectively, excluding capital
   leases and telecommunications equipment acquired in connection with
   business acquisitions. The Company expects that it will continue to
   have substantial capital requirements in connection with the (i)
    expansion and improvement of the Company's existing networks,
   (ii) design, construction and development of new networks, (iii)
    connection of additional buildings and customers to the
   Company's networks, and (iv) continued expansion of data
   centers related to the development of the Company's web services.

The
   substantial capital investment required to build the Company's
   network has resulted in negative cash flow after consideration of
   investing activities over the last five years. The Company expects
   to continue to experience negative cash flow after investing
   activities for the next several years due to the continuous
   expansion and the development of the Company's
 networks and web hosting facilities.
   Until sufficient cash flow after investing activities is generated,
   the Company will be required to utilize its current and future
   capital resources, including the issuance of additional debt and/or
   equity securities, to meet its cash flow requirements.

As more
   fully disclosed in Note 3 to the Condensed Consolidated Financial
   Statements, the Company sold $300 million principal amount of 9.5%
   Senior Notes and $364 million principal amount at maturity of 12.25%
   Senior Subordinated Discount Notes in a private placement
   transaction on February 24, 1999. Net proceeds to the Company
   amounted to approximately $488.5 million from both issuances. The
   proceeds of the offering of the 9.5% Senior Notes cannot be used for
   working capital purposes and can only be used to fund up to 80% of
   the cost of acquiring or constructing telecommunications related
   assets. The proceeds from the offering of the 12.25% Senior
   Subordinated Discount Notes will be used for general corporate
   purposes, including the funding of working capital and operating
   losses, and the funding of a portion of the cost of acquiring or
   constructing telecommunications related assets.

The
   Company believes its business plan to be funded into the first half
   of 2000. Depending on market conditions, the Company may decide to
   raise additional capital before such time. There can be no
   assurance, however, that the Company will be successful in raising
   sufficient debt or equity on terms that it will consider acceptable.
   Moreover, the terms of the Company's outstanding indebtedness and
   preferred stock impose certain restrictions upon the Company's
   ability to incur additional indebtedness or issue additional
   preferred stock.

The
   Company has from time to time held, and continues to hold,
   preliminary discussions with (i) potential strategic investors
   (i.e. investors in the same or a related business) who have
   expressed an interest in making an investment in or acquiring the
   Company, (ii) potential joint venture partners looking toward
   formation of strategic alliances that would expand the reach of the
   Company's network or services without necessarily requiring an
   additional investment in or by the Company and (iii) companies
   that represent potential acquisition opportunities for the Company.
   There can be no assurance that any agreement with any potential
   strategic investor, joint venture partner or acquisition target will
   be reached nor does management believe that any such transaction is
   necessary to successfully implement its strategic plans.

Impact of Year 2000

The Year
   2000 issue is the result of computer-controlled systems using two
   digits rather than four to define the applicable year. For example,
   computer programs that have time-sensitive software may recognize a
   date ending in "00" as the year 1900 rather than the year
   2000. This could result in system failure or miscalculations causing
   disruptions of operations including, among other things, a temporary
   inability to process transactions, send invoices, or engage in
   similar normal business activities. To ensure that its computer
   systems and applications will function properly beyond 1999, the
   Company has implemented a Year 2000 program.

Project and State of Readiness

The
   Company has developed a five-phase plan that is designed to assess
   the impact of the Year 2000 issue on its information technology (
   "IT") and non-information technology ("Non-IT")
   and remediate as necessary the non-compliant components. This table
   represents management's best estimates with respect to the
   mission-critical and non-mission-critical systems as outlined below.
   The percentages indicate management's best estimate of completion as
   of June 30, 1999.

20







Due to the fact that it is not always necessary to complete
   one phase prior to beginning the next, some projects within a given
   phase have been started, while there may be outstanding tasks
   associated with prior phases. Priority is always placed on mission
   critical systems.

Phase I Preliminary Activity

This is a phase of awareness and education. The outcome of
   this phase was Intermedia's understanding of the criticality, risks,
   size and scope of its Year 2000 problem.

Phase II Problem Determination

In this phase the Company performed an inventory and
   assessment to determine which portions of its hardware and software
   would have to be replaced or modified in order for its networks,
   office equipment and information management systems to function
   properly after December 31, 1999. Such determinations were based in
   part on representations made by hardware and software vendors as to
   the Year 2000 compliance of systems utilized by the Company.
   However, there can be no assurances that any vendor representations
   received by the Company were accurate or complete. The Company also
   conducted a risk assessment to identify those systems whose failure
   would be expected to result in the greatest risk to the Company's
   business. As of June 30, 1999, Phase II of the plan was 100%
   complete with respect to both IT and Non-IT. However, much of the
   network equipment is located outside of the Company's headquarters,
   and there can be no assurance that all mission critical equipment
   has been inventoried and assessed.

Phase III Plan Complete & Resources Committed

During Phase III, the Company designed a plan to make the
   necessary modifications to and/or replace the impacted software and
   hardware and committed approximately $27 million towards the
   execution of such a plan. While the Company believes it has
   completed its plan for achieving Year 2000 compliance, the discovery
   of additional IT or Non-IT systems requiring remediation could
   adversely impact the current plan and the resources required to
   implement the plan.

Phase IV Operational Sustainability

The Company is actively engaged in Phase IV, utilizing both
   internal and external resources to reprogram, or replace, and test
   certain components of its networks and information processing
   systems for Year 2000 compliance and scheduling the installation of
   other necessary hardware and software upgrades. Although the Company
   intends to conduct tests to ensure the equipment is Year 2000
   compliant, it will focus primarily on those systems whose failure
   would pose the greatest risks to the Company's operations. There can
   be no assurance that the Company has identified all mission-critical
   IT or Non-IT systems. The Company will likely not test all of its
   equipment and will rely upon vendor representations, if received,
   where tests are not conducted. There can be no assurance that any
   vendor representation will be accurate or complete. As of June 30,
   1999, Phase IV of the plan was 75 % complete for IT and Non-IT. The
   Company expects to complete Phase IV by September 30, 1999.

Phase V Fully Compliant

The Company plans to be fully compliant on mission-critical
   components no later than November 30, 1999, which is prior to any
   anticipated impact on its operating systems. Though the majority of
   the work will be completed by the third quarter of 1999, there are
   elements that will not be completed (Phase V) until the fourth
   quarter of 1999 primarily due to
 limited availability of compliant software and hardware and
   prioritization of mission critical systems. As of June 30, 1999, the
   Company estimates that its remediation efforts are approximately 75%
   complete for IT and Non-IT.

Intermedia is actively engaged in activities associated with phase V
   with respect to its core information systems and those of its
   recently acquired subsidiaries as well as with respect to the
   associated hardware and network components. The Company believes
   that it has allocated adequate resources for this purpose and
   expects phase V to be successfully completed on a timely basis.
   However, there can be no assurance that it will successfully
   implement all of the necessary upgrades or replacements in a timely
   manner. The Company presently believes that with modifications to
   existing software and conversions to new software and hardware, the
   Year 2000 issue will not pose significant operational problems for
   its systems or have any significant adverse impact on the Company's
   customers or business units. However, if such modifications and
   conversions are not made, or are not completed in a timely fashion,
   the Year 2000 problems could have a material impact on the
   operations of the Company.

Costs

The
   five-phase plan encompasses enterprise-wide projects which include
   updating or replacing certain of the Company's core business
   systems. The Company has tracked Year 2000 costs on an
   enterprise-wide basis, segregating its internal and external costs
   and hardware and software costs. The internal costs are comprised of
   employee hours and external costs are comprised of outside
   consultant costs.

The cost
   estimates presented below do not include system upgrades that would
   otherwise result as part of the Company's capital expenditure
   program associated with integrating acquired companies. The
   estimated costs of the project and the date which the Company has
   established to complete the Year 2000 modifications are based on
   management's best estimates, which were derived utilizing numerous
   assumptions of future events, including the continued availability
   of certain resources, third party modification plans and other
   factors. However, there can be no guarantee that these estimates
   will be achieved and actual results could differ materially from
   those anticipated. Specific factors that might cause such material
   differences include, but are not limited to, the availability and
   cost of personnel trained in this area, the ability to locate and
   correct all relevant computer codes, unanticipated mergers and
   acquisitions, and similar uncertainties.

A
   summary of historical and estimated costs for the Year 2000 project
   are listed below (in millions):









Risks and Contingency Plan

While
   the Company is working to test its own mission-critical systems for
   Year 2000 compliance, the Company does not control the systems of
   its suppliers. The Company is currently seeking assurance from its
   suppliers and strategic business partners regarding the Year 2000
   readiness of their systems. The Company is currently reviewing data
   provided by the Telco Year 2000 Forum to ensure that its suppliers'
   and business partners' systems will accurately interact with the
   Company's systems into and beyond the Year 2000. The Telco Year 2000
   Forum was formed by some of the largest U.S. telecommunications
   companies to pool and share testing resources for common network
   components and to perform network interoperability testing.
   Notwithstanding these measures there is some risk that the
   interaction of the Company's systems and those of its suppliers or
   business partners may be impacted by the Year 2000 date change. In
   addition, in light of the vast interconnection and interoperability
   of telecommunications networks worldwide, the ability of any
   telecommunications provider, including the Company, to provide
   services to its customers (e.g., to complete calls and transport
   data and to bill
 for such services) is dependent, to some extent, on the networks and
   systems of other carriers. To the extent the networks and systems of
   those carriers are adversely impacted by Year 2000 problems, the
   ability of the Company to service its customers may be adversely
   impacted as well. Any such impact could have a material adverse
   effect on the Company's operations.

The
   failure to correct a material Year 2000 problem could result in an
   interruption in, or a failure of, certain normal business activities
   or operations. Such failures could materially and adversely affect
   the Company's results of operations, liquidity and financial
   condition. Due to the general uncertainty inherent in the Year 2000
   problem, resulting in part from the uncertainty of the Year 2000
   readiness of third-party suppliers and customers, the Company is
   unable to determine at this time whether the consequences of Year
   2000 failures will have a material impact on the Company's results
   of operations, liquidity or financial condition. The Year 2000
   Project is expected to significantly reduce the Company's level of
   uncertainty about the Year 2000 problem and, in particular, about
   the Year 2000 compliance and readiness of its material suppliers and
   business partners. The Company believes that, with the
   implementation of new business systems and completion of the Year
   2000 project as scheduled, the possibility of significant
   interruptions of normal operations should be reduced.

In a
   recent Securities and Exchange Commission release regarding Year
   2000 disclosure, the Securities and Exchange Commission stated that
   public companies must disclose the most reasonably likely worst case
   Year 2000 scenarios. Although it is not possible to assess the
   likelihood of any of the following events, each must be included in
   a consideration of worst case scenarios: widespread failure of
   electrical, gas, and similar supplies serving the Company;
   widespread disruption of the services provided by common
   communications carriers; similar disruption to the means and modes
   of transportation for the Company and its employees, contractors,
   suppliers, and customers; significant disruption to the Company's
   ability to gain access to, and remain working in, office buildings
   and other facilities; the failure of substantial numbers of the
   Company's critical computer hardware and software systems, including
   both internal business systems and systems controlling operational
   facilities such as electrical generation, transmission, and
   distribution systems; and the failure of outside entities' systems,
   including systems related to banking and finance.

If the
   Company cannot operate effectively after December 31, 1999, the
   Company could, among other things, face substantial claims by
   customers or loss of revenue due to service interruptions, inability
   to fulfill contractual obligations or to bill customers accurately
   and on a timely basis, and increased expenses associated with
   litigation, stabilization of operations following critical system
   failures, and the execution of contingency plans. The Company could
   also experience an inability by customers and others to pay, on a
   timely basis or at all, obligations owed to the Company. Under these
   circumstances, the adverse effects, although not quantifiable at
   this time, would be material.

The
   Company believes that its critical systems will be Year 2000
   compliant before January 1, 2000. The Company formed an Executive
   Steering Committee (ESC), which is comprised of senior management of
   the Company. The first meeting of the ESC occurred during the first
   quarter 1999 to oversee and allocate additional resources, if
   required, for the final plans for year 2000 readiness.

Having
   identified the mission-critical systems of the Company and its key
   suppliers, and the associated risks of failure to ensure that those
   systems are Year 2000 ready, the Company is in the process of
   devising contingency plans which will be implemented in the event
   any such systems are not Year 2000 compliant in a timely manner.
   Business continuity plans are under development by the Company and
   will be ready for implementation by the fourth quarter of 1999.

The
   information set forth above in "Management's Discussion and
   Analysis of Financial Conditions and Results of Operations"
   includes forward-looking statements that involve numerous risks and
   uncertainties. Forward-looking statements can be identified by the
   use of forward-looking terminology such as "estimates,"
   "projects," "anticipates," "expects,"
   "intends," "believes," or the negative thereof
   or other variations thereon or comparable terminology or by
   discussions of strategy that involve risks and uncertainties. The
   Company's actual results could differ materially from those
   anticipated in such forward-looking statements as a result of
   certain factors, including those set forth in the section entitled
   "Risk Factors" in the Company's Annual Report on Form 
   10-K report for the year ended December 31, 1998.

23



ITEM 3. Quantitative and Qualitative Disclosures About Market
   Risk

No
   changes.

PART II. OTHER
   INFORMATION

ITEM 1. Legal Proceedings

The
   Company is not a party to any pending legal proceedings other than
   various claims and lawsuits arising in the normal course of
   business. The Company does not believe that these normal course of
   business claims or lawsuits will have a material effect on the
   Company's financial condition or results of operations.

ITEM 2. Changes in Securities

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission of Matters to a Vote of Security Holders

The
   Annual Meeting of Stockholders was held on May 20, 1999. At the
   meeting, the following actions were taken by the stockholders:

The
   following members were elected to the Company's Board of Directors
   to hold office for a term of three years. The voting on the
   resolution was as follows:





|Nominee                | For        | Withhold Authority
|---------------------- | ---------- | ------------------
|George F. Knapp        | 41,770,665 | 69,300            
|Pierce J. Roberts, Jr. | 41,763,865 | 76,100            



The number of shares of common stock
   authorized for issuance under the company's Long-Term Incentive Plan
   was increased from 9,000,000 shares to 10,000,000 shares. The voting
   on the resolution was as follows:



|For        | Against    | Abstained | Not
     voted
|---------- | ---------- | --------- | --------------
|23,857,449 | 17,910,251 | 72,265    | ---           



The
   appointment of Ernst & Young, LLP as the independent auditors of
   the Company for the fiscal year ending December 31, 1999 was
   ratified. The voting on the resolution was as follows:

|For        | Against | Abstained | Not
     voted
|---------- | ------- | --------- | --------------
|41,310,496 | 487,216 | 42,223    | ---           





24



|ITEM 5.  Other Information                                                                                                                                                                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                            
|ITEM 6.Exhibits and Reports on Form 8-K                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                            
|Number                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                            
|3.1                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                            
|3.2                                                                                                                                                                                                                                                                                         
|27.1                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                            
|The
     following report on Form 8-K of the Company was filed during the
     second quarter of 1999:                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                            
|The Company filed a Current Report on Form
     8-K, dated April 29, 1999, reporting under Item 5 the issuance of
     a press release discussing the first quarter results. The Company
     also reported under Item 7 the filing of the press release as an
     exhibit to the Form 8-K.
|                                                                                                                                                                                                                                                                                            

25



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.

Dated: August 16, 1999

| | INTERMEDIA COMMUNICATIONS INC.
   
   (Registrant)
   /s/ Jeanne M. Walters
   Jeanne M. Walters
   Vice
     President, Controller and
   Chief Accounting Officer
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------









 













26