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

                                    FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2002
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Commission File No.                       000-49899
                    ------------------------------------------------------------


                            ATX COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     13-4078506
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


50 Monument Road, Bala Cynwyd, Pennsylvania                 19004
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)


                                 (610) 668-3000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

     CoreComm Holdco, Inc., 110 East 59th Street, New York, New York, 10022
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                            Yes X         No
                               ---          ---

The number of shares  outstanding  of the issuer's  common stock as of September
30, 2002 was 30,000,054.



            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)






                                                  Index

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

                                                                                                  
Item 1.  Financial Statements
         Condensed Consolidated Balance Sheets -
            September 30, 2002 (Unaudited) and December 31, 2001 ....................................    2
         Condensed Consolidated Statements of Operations -
            Three and nine months ended September 30, 2002 and 2001 (Unaudited) .....................    3
         Condensed Consolidated Statement of Shareholders' Equity (Deficiency) -
            Nine months ended September 30, 2002 (Unaudited) ........................................    4
         Condensed Consolidated Statements of Cash Flows -
            Nine months ended September 30, 2002 and 2001 (Unaudited) ...............................    5
         Notes to Unaudited Condensed Consolidated Financial Statements .............................    6

Item 2.  Management's Discussion and Analysis of Results of
             Operations and Financial Condition .....................................................   25

Item 3.  Quantitative and Qualitative Disclosures about Market Risk .................................   40

Item 4.  Controls and Procedures.....................................................................   41

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

Item 1.  Legal Proceedings..............................................................................42

Item 4.  Submission of Matters to A Vote of Security Holders............................................47

Item 5.  Other Information..............................................................................47

Item 6.  Exhibits and Reports on Form 8-K ..............................................................48

SIGNATURES .............................................................................................50
----------

CERTIFICATIONS..........................................................................................51
--------------







                                       ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                        Condensed Consolidated Balance Sheets

                                                                       September 30, 2002         December 31, 2001
                                                                       --------------------------------------------
                                                                           (Unaudited)                (See Note)
                                                                                             
Assets
Current assets:
  Cash and cash equivalents                                              $    16,982,000           $    24,966,000

  Accounts receivable-trade, less allowance for doubtful
     accounts of $8,507,000 (2002) and $9,759,000 (2001)                      38,465,000                32,261,000
  Due from CCL Historical, Inc.                                                       --                   646,000
  Other                                                                        5,283,000                 3,683,000
                                                                         -----------------------------------------
Total current assets                                                          60,730,000                61,556,000

Fixed assets, net                                                             69,168,000                86,722,000
Investment in CCL Historical, Inc.                                                    --                 3,863,000
Goodwill                                                                     157,207,000               147,380,000
Intangible assets, net                                                         5,455,000                 5,706,000
Other, net of accumulated amortization of $1,674,000 (2002) and
  $1,045,000 (2001)                                                           12,532,000                11,393,000
                                                                         -----------------------------------------
                                                                         $   305,092,000           $   316,620,000
                                                                         =========================================

Liabilities and shareholders' equity (deficiency)
Current liabilities:
  Accounts payable                                                       $    55,087,000           $    37,348,000

  Accrued expenses                                                            66,649,000                67,766,000
  Due to NTL Incorporated                                                      1,761,000                   917,000
  Current portion of long-term debt                                              922,000                    33,000
  Current portion of capital lease obligations                                 9,362,000                 9,634,000
  Deferred revenue                                                            23,215,000                29,652,000
                                                                         -----------------------------------------
Total current liabilities                                                    156,996,000               145,350,000

Long-term debt                                                               145,439,000               144,413,000
Notes payable to NTL Incorporated                                             17,154,000                15,807,000
Capital lease obligations                                                        244,000                   267,000

Commitments and contingent liabilities

Shareholders' equity (deficiency):
preferred stock-- $.01 par value, authorized
     10,000,000 shares; issued and outstanding none                                   --                        --
  Common stock-- $.01 par value, authorized 250,000,000
     shares; issued and outstanding 30,000,000 shares                            300,000                   300,000
Additional paid-in capital                                                 1,030,613,000             1,022,634,000
Deficit                                                                   (1,044,919,000)           (1,012,151,000)
                                                                         -----------------------------------------
                                                                             (14,006,000)               10,783,000
Treasury stock at cost, 333,000                                                 (735,000)                       --
                                                                         -----------------------------------------
                                                                             (14,741,000)               10,783,000
                                                                         -----------------------------------------
                                                                         $   305,092,000           $   316,620,000
                                                                         =========================================

Note: The balance sheet at December 31, 2001 has been derived from the audited balance sheet at that date.

See accompanying notes.

                                                         2







                            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

                                 Condensed Consolidated Statements of Operations
                                                   (Unaudited)


                                            Three Months Ended September 30,    Nine Months Ended September 30,
                                                 2002              2001             2002              2001
                                           -------------------------------------------------------------------

                                                                                     
Revenues                                   $  73,422,000     $  74,172,000     $ 222,942,000     $ 220,109,000

Costs and expenses
Operating                                     47,927,000        54,760,000       144,723,000       175,942,000
Selling, general and administrative           18,512,000        20,907,000        61,049,000        75,021,000
Corporate                                      1,930,000           944,000         5,244,000         3,854,000
Non-cash compensation                                  -         3,234,000                 -         9,702,000
Recapitalization costs                           373,000                 -         5,825,000
Other charges                                          -         3,910,000                 -        37,395,000
Asset impairments                                      -                 -                 -       167,599,000
Depreciation                                   8,895,000        10,972,000        26,916,000        34,551,000
Amortization                                      84,000        20,784,000           251,000        75,390,000
                                           --------------------------------    -------------------------------
                                              77,721,000       115,511,000       244,008,000       579,454,000
                                           --------------------------------    -------------------------------
Operating loss                                (4,299,000)      (41,339,000)      (21,066,000)     (359,345,000)

Other income (expense)
Interest income and other, net                   115,000           555,000           349,000         1,875,000
Interest expense                              (4,503,000)       (6,943,000)      (12,143,000)      (18,467,000)
                                           --------------------------------    -------------------------------
Loss before income taxes
    and extraordinary item                    (8,687,000)      (47,727,000)      (32,860,000)     (375,937,000)
Income tax benefit                                92,000                 -            92,000            33,000
                                           --------------------------------    -------------------------------
Loss before extraordinary item                (8,595,000)      (47,727,000)      (32,768,000)     (375,904,000)
Gain from early extinguishments of debt                -         2,216,000                 -         2,216,000
                                           --------------------------------    -------------------------------
Net loss                                   $  (8,595,000)    $ (45,511,000)    $ (32,768,000)    $(373,688,000)
                                           ================================    ===============================

Basic and diluted net loss per share:
    Loss before extraordinary item         $       (0.29)    $       (1.67)    $       (1.10)    $      (13.17)
Extraordinary Item                                     -             (0.08)                -             (0.08)
                                           --------------------------------    -------------------------------
Net loss                                   $       (0.29)    $       (1.59)    $       (1.10)    $      (13.09)
                                           ================================    ===============================
Weighted average number of shares             29,667,000        28,542,000        29,889,000        28,542,000
                                           ================================    ===============================

See accompanying notes

                                                       3







                                     ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

                                Condensed Consolidated Statement of Shareholders' Equity (Deficiency)
                                                             (Unaudited)



                                            Common Stock                                                        Treasury Stock
                                      ---------------------------     Additional                         --------------------------
                                         Shares          Par        Paid-In Capital         Deficit          Shares         Amount
                                      ---------------------------------------------------------------------------------------------

                                                                                                          
Balance December 31, 2001               30,000,000    $  300,000    $ 1,022,634,000    $(1,012,151,000)            --       $    --
Shares issued in exchange offer                 --            --          7,979,000                 --             --            --
Common stock acquired upon merger
  with CCL Historical, Inc.                     --            --                 --                 --        333,000      (735,000)
Net loss for the nine months ended
  September 30, 2002                            --            --                 --        (32,768,000)            --            --
                                      ---------------------------------------------------------------------------------------------
Balance, September 30, 2002             30,000,000    $  300,000    $ 1,030,613,000    $(1,044,919,000)    $  333,000      (735,000)
                                      =============================================================================================

See accompanying notes.

                                                                 4







                  ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

                       Condensed Consolidated Statements of Cash Flows
                                         (Unaudited)

                                                             Nine Months Ended September 30,
                                                                2002               2001
                                                            -------------------------------


                                                                         
Net cash provided by (used in) operating activities         $    735,000       $(33,448,000)

Investing activities
Purchase of fixed assets                                      (8,861,000)        (4,243,000)
Proceeds from sales of marketable securities                          --          2,737,000
Cash acquired in merger with CCL Historical, Inc.                470,000                 --
                                                            -------------------------------
Net cash used in investing activities                         (8,391,000)        (1,506,000)

Financing activities
Capital distributions                                                 --        (23,064,000)
Proceeds from borrowing, net of financing costs                       --         88,679,000
Principal payments                                                    --         (1,001,000)
Principal payments of capital lease obligations                 (328,000)        (5,720,000)
                                                            -------------------------------
Net cash provided by (used in) financing activities             (328,000)        58,894,000
                                                            -------------------------------
(Decrease) increase in cash and cash equivalents              (7,984,000)        23,940,000
Cash and cash equivalents at beginning of period              24,966,000         22,773,000
                                                            -------------------------------
Cash and cash equivalents at end of period                  $ 16,982,000       $ 46,713,000
                                                            ===============================

Supplemental disclosure of cash flow information
    Cash paid for interest                                  $  8,127,000       $ 10,195,000

Supplemental schedule of non-cash investing activities
    Capital contributions of non-cash net assets            $         --       $  5,450,000
    Liabilities incurred to acquire fixed assets                 422,000          6,450,000
    Acquisition of CCL Historical, Inc.                       11,842,000                 --


See accompanying notes.

                                              5




            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

            Notes to the 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  pursuant  to the  rules  and  regulations  of  the  SEC.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating results for the three and nine months ended September 30, 2002 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2002. For further information,  refer to the consolidated financial
statements  and  footnotes  thereto  included  in Item 14(d) of CCL  Historical,
Inc.'s (formerly  CoreComm  Limited),  referred to as CCL, annual report on Form
10-K/A for the year ended December 31, 2001.

Certain amounts have been reclassified to conform to the 2002 presentation.

Note 2.  ATX Communications Recapitalization

In April 2001,  ATX  Communications,  Inc.  (formerly  CoreComm  Holdco,  Inc.),
referred to as the Company,  and CCL completed a reevaluation  of their business
plans in light of market  conditions and made  significant  modifications to the
plans.  The Company  streamlined its strategy and operations to focus on its two
most  successful  and  promising  lines of  business.  The  first is  integrated
communications products and other high bandwidth/data/web-oriented  services for
the business market. The second is bundled local telephony and Internet products
for the residential market, with a focus on using Internet  interfaces,  as well
as our call centers,  to efficiently  sell and install our products and services
for our customers.

Also in April 2001, the Company and CCL commenced a process to potentially  sell
selected  assets and businesses (now owned by the Company) that are not directly
related  to their  competitive  local  exchange  carrier,  referred  to as CLEC,
business,  and retained  advisors for the purpose of conducting  this sale.  The
Company's  CLEC  assets  and  businesses  include  its  local  and  toll-related
telephone  services  that compete with the  incumbent  local  exchange  carrier,
referred to as ILEC, and other carriers.

In  October  2001,  the  Company  and  CCL  commenced  the  ATX   Communications
recapitalization. In the first phase of the ATX Communications recapitalization,
which  was  completed  in  December  2001,  the  Company  and CCL  entered  into
agreements   with  holders  of   approximately   $600  million  of   outstanding
indebtedness and preferred stock whereby the holders agreed, among other things,
to  exchange  their  debt  and  preferred  stock  for  approximately  87% of the
Company's  common  stock.  In  addition,  the  holders  of CCL's 6%  Convertible
Subordinate  Notes due 2006  received the amount of an October 1, 2001  interest
payment of $4.8 million in the aggregate.

                                       6


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 2.  ATX Communications Recapitalization (continued)

The following summarizes the indebtedness and preferred stock that was exchanged
for shares of the Company's common stock in December 2001:



                                                                                                  Principal Amount
                                                                                                   or Stated Value
Description                                             Date Issued              Issuer              when Issued
-----------                                             -----------              ------              -----------
                                                                                        
10.75% Unsecured Convertible PIK Notes due 2011     April 2001           CCL and the Company     $10.0 million
10.75% Senior Unsecured  Convertible PIK Notes Due
 2010                                               December 2000        CCL and the Company     $16.1 million
Senior Unsecured Notes Due September
  29, 2003                                          September 2000       CCL                     $108.7 million
6% Convertible Subordinated Notes Due
  2006                                              October 1999         CCL                     $175.0 million(1)
Series A and Series A-1 Preferred
  Stock                                             September 2000       CCL                     $51.1 million
Series B Preferred Stock                            September 2000       CCL                     $250.0 million


(1)  $164.75 million was outstanding as of December 31, 2001, of which $160 million was exchanged.




The Company  exchanged the  approximately  $10.8  million  principal and accrued
interest  of  10.75%   Unsecured   Convertible   PIK  Notes  Due  2011  and  the
approximately  $18.0  million  principal  and accrued  interest of 10.75% Senior
Unsecured  Convertible  PIK Notes Due 2010 for shares of its common  stock.  The
Company recorded an extraordinary  gain of $25.7 million from the extinguishment
of these notes,  and incurred  costs of $2.7 million in 2001 in connection  with
the ATX Communications recapitalization. This gain is based on the fair value of
$0.9797 per share on December  31, 2001 for the shares  issued by the Company in
exchange for the notes. The Company incurred additional costs in connection with
the ATX  Communications  recapitalization,  which consist  primarily of employee
incentives,  legal fees,  accounting  fees and  printing  fees of  $373,000  and
$5,825,000   during  the  three  and  nine  months  ended  September  30,  2002,
respectively.

The   shareholders  and  noteholders  who  exchanged  their  shares  and  notes,
respectively,  received shares of common stock of the Company and no longer hold
securities of CCL.

Following  the  completion  of  the  first  phase  of  the  ATX   Communications
recapitalization on December 28, 2001 (but prior to the completion of the second
phase on July 1, 2002),  approximately 87% of the Company's  outstanding shares,
or  26,056,806  shares,  were owned by the former  holders of  indebtedness  and
preferred stock of the Company and CCL, and  approximately  13% of the Company's
outstanding shares, or 3,943,248 shares, were held by CCL.

                                       7


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 2.  ATX Communications Recapitalization (continued)

As a result  of the  completion  of the  first  phase of the ATX  Communications
recapitalization,  the Company  held $160 million  principal  amount of CCL's 6%
Convertible  Subordinated Notes due 2006, approximately $105.7 million principal
amount of CCL's Senior  Unsecured  Notes due September  29, 2003,  approximately
51,000  shares of CCL's  Series A preferred  stock and  250,000  shares of CCL's
Series B preferred  stock. As of December 31, 2001, prior to the consummation of
the  second  phase of the ATX  Communications  recapitalization,  the  Company's
investment in CCL notes and preferred stock was $3,863,000.

In the second  phase of the ATX  Communications  recapitalization,  the  Company
offered  to all  holders  of CCL common  stock and all  remaining  holders of 6%
Convertible  Subordinated  Notes  due  2006  of CCL to  exchange  shares  of the
Company's common stock for their CCL common stock and their notes, respectively.
The Company  completed the exchange offer on July 1, 2002, and issued  3,610,624
shares of common  stock to former  holders of CCL common stock and holders of 6%
Convertible  Subordinated  Notes due 2006 of CCL.  The common stock issued under
the exchange  offer was valued at  $7,979,000,  which was based on the estimated
fair value of the Company's  common stock.  Following  the exchange  offer,  the
Company  transferred  the shares of CCL common  stock  that it  received  in the
exchange  offer to a wholly  owned  subsidiary.  The  Company  then  merged this
subsidiary into CCL, with CCL surviving the merger as a wholly owned  subsidiary
of the Company.

CCL has  surrendered  to the Company all of the shares of the  Company's  common
stock that CCL held at the completion of the exchange offers,  excluding 332,624
shares,  of which 39,678 shares are being held for holders of the 6% Convertible
Subordinated  Notes who did not  participate  in the exchange  offer and 292,946
shares  are  reserved  for  holders  of  CCL's  warrants.  In  exchange  for CCL
surrendering such shares of the Company's common stock, CCL and the Company have
agreed to waivers and  amendments  to delay CCL from having to make any payments
with respect to the CCL securities held by the Company through April 2003. Also,
as part of the exchange  agreement  between the Company and CCL, the due date of
CCL's Senior Unsecured Notes was extended until September 29, 2023.

In connection with the second phase of the ATX Communications  recapitalization,
on July 1, 2002 the Company  converted  all of the 6%  Convertible  Subordinated
Notes Due 2006 of CCL and all of the shares of Series A and B preferred stock of
CCL that it owned into shares of CCL common  stock.  All of these  shares of CCL
were  tendered  in the  exchange  offer,  and  subsequently,  all of the  shares
received  by the  Company in the  exchange  offer were  cancelled.  The  Company
continues to hold approximately  $105.7 million principal amount of CCL's Senior
Unsecured Notes.

                                       8


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 2.  ATX Communications Recapitalization (continued)

The merger with CCL has been accounted for as a purchase,  and,  accordingly the
net  assets  and  results  of  operations  of  CCL  have  been  included  in the
consolidated  financial  statements  from July 1, 2002.  The aggregate  purchase
price of $11,842,000  exceeded the estimated  fair value of net tangible  assets
acquired by $9,827,000, which was allocated to goodwill.

The pro forma unaudited  consolidated  results of operations for the nine months
ended September 30, 2002 assuming  consummation of the acquisition as of January
1, 2002 is as follows:

           Total revenue                                    $223,193,000
           Net loss                                         (34,027,000)
           Basic and diluted net loss per share                   (1.15)

In connection  with the ATX  Communications  recapitalization,  on July 2, 2002,
Nasdaq  transferred  CCL's listing on the Nasdaq National Market to the Company.
On May 16, 2002, Nasdaq provided CCL with notice of a Nasdaq Staff Determination
indicating  that CCL  common  stock was  subject  to  delisting  from the Nasdaq
National  Market  because  CCL did not comply with the minimum bid price and the
minimum market value of publicly held shares requirements for continued listing.
On August 15, 2002, the Nasdaq Listing  Qualifications Panel issued its decision
to delist the Company's  common stock. On August 16, 2002, the Company's  common
stock began  trading on the OTC  bulletin  board.  The  Company had  requested a
review of the Panel's  decision by the Nasdaq listing and Hearing Review Council
and on October 28, 2002, the Listing  Council  affirmed the Panel's  decision to
delist the Company's  common stock.  The delisting of the Company's common stock
from the Nasdaq  National  Market,  could,  among other things,  have a negative
impact on the trading  activity  and price of the common stock and could make it
more difficult for the Company to raise equity capital in the future.

Note 3.  Recent Accounting Pronouncements

In April 2002, the Financial  Accounting  Standards Board,  referred to as FASB,
issued  Statement of Financial  Accounting  Standards,  referred to as SFAS, No.
145,  "Rescission  of FASB  Statements  No.  4, 44,  and 64,  Amendment  of FASB
Statement  No. 13, and  Technical  Corrections,"  effective  for the  Company on
January 1, 2003.  This Statement  rescinds FASB Statement No. 4, Reporting Gains
and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB
Statement  No.  64,   Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements.   SFAS  No.  145  also   amends   other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe  their  applicability  under changed  conditions.  The adoption of this
standard will require the Company to reclassify its gain from  extinguishment of
debt from  extraordinary  to continuing  operations.  The Company's  loss before
income taxes for the three and nine months ended  September  30, 2001 would have
been $45,511,000 and $373,721,000,  respectively, upon adoption of SFAS No. 145.
The  adoption  of SFAS No. 145 will not change  the  Company's  net loss for the
three and nine months ended September 30, 2001.

                                       9



            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 3.  Recent Accounting Pronouncements (continued)

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of  Long-Lived  Assets,"  effective for the Company on January 1, 2002.
This  Statement  supercedes  SFAS No. 121,  "Accounting  for the  Impairment  of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and other related
accounting guidance. The adoption of this new standard had no significant effect
on the results of operations, financial condition or cash flows of the Company.

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations,"  effective  for the  Company on January  1, 2003.  This  Statement
addresses financial accounting and reporting for obligations associated with the
retirement of tangible fixed assets and the associated asset  retirement  costs.
The Company is in the process of evaluating  the financial  statement  impact of
the adoption of SFAS No. 143.

In June 2001,  the FASB issued SFAS No. 141,  "Business  Combinations,"  and No.
142,  "Goodwill  and Other  Intangible  Assets."  SFAS No. 141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after  June  30,  2001.  Use of the  pooling-of-interests  method  is no  longer
permitted.  SFAS No. 141 also includes  guidance on the initial  recognition and
measurement  of  goodwill  and other  intangible  assets  acquired in a business
combination  that is  completed  after  June 30,  2001.  SFAS  No.  142 ends the
amortization of goodwill and indefinite-lived  intangible assets. Instead, these
assets must be reviewed  annually (or more frequently under certain  conditions)
for impairment in accordance  with this  statement.  This impairment test uses a
fair value approach rather than the undiscounted  cash flow approach  previously
required by SFAS No. 121,  "Accounting  for the Impairment of Long-Lived  Assets
and for Long-Lived  Assets to Be Disposed Of." The Company  adopted SFAS No. 142
on January 1, 2002. The adoption of this new standard had no significant  effect
on the results of operations,  financial condition or cash flows of the Company,
other than amortization of goodwill ceased as of January 1, 2002.

Upon the  adoption of SFAS No. 142,  the  Company  performed  an analysis of its
intangible  assets acquired before July 1, 2001 to determine whether they should
be  classified  and accounted  for as part of or separate  from  goodwill.  As a
result of the analysis, the Company determined that its identifiable  intangible
assets such as customer lists and LMDS licenses do not meet the indefinite  life
criteria  of SFAS No.  142.  Additionally,  the Company  determined  that,  with
respect  to these  assets,  no changes in the  remaining  useful  lives of these
assets were required.

The Company also  performed an evaluation  for  impairment of its goodwill as of
January 1, 2002,  and  determined  that no impairment  charge was required.  The
Company's next evaluation of impairment will be the annual test as of October 1,
2002, which may result in a non-cash  impairment  charge to reduce the  carrying
value of goodwill.

                                       10


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 3.  Recent Accounting Pronouncements (continued)

The following  table shows the Company's net loss and our basic and diluted loss
per share,  had SFAS No. 142 been in effect for the nine months ended  September
30, 2001.



                                               Three Months Ended                        Nine Months Ended
                                                   September 30,                           September 30,
                                              2002               2001                2002                 2001
                                       ---------------------------------------------------------------------------
                                                                                         
Net loss-- as reported                 $   (8,595,000)     $  (45,511,000)      $  (32,768,000)      $(373,688,000)
Goodwill amortization                              --          20,700,000                   --          75,059,000
Workforce amortization                             --                  --                   --              52,000
                                       ---------------------------------------------------------------------------
Net loss-- as adjusted                 $   (8,595,000)     $  (24,811,000)      $  (32,768,000)      $(298,577,000)
                                       ===========================================================================

Basic and diluted loss per share:
Net loss per share-- as reported       $        (0.29)     $        (1.59)      $        (1.10)      $      (13.09)
Goodwill amortization                              --                0.73                   --                2.63
Workforce amortization                             --                  --                   --                  --
                                       ---------------------------------------------------------------------------
Net loss per share-- as adjusted       $        (0.29)     $        (0.86)      $        (1.10)      $      (10.46)
                                       ===========================================================================



Note 4.  Revenues

Revenue consists of:



                                                  Three Months Ended                    Nine Months Ended
                                                     September 30,                         September 30,
                                                 2002              2001              2002              2001
                                             ------------------------------------------------------------------
                                                                                       
Local exchange services                      $ 27,347,000      $ 23,658,000      $ 79,402,000      $ 71,080,000
Toll-related telephony services                16,688,000        19,254,000        52,598,000        60,876,000
Internet, data and web-related services        21,980,000        23,879,000        68,355,000        69,240,000
Other (a)                                       7,407,000         7,381,000        22,587,000        18,913,000
                                             ------------------------------------------------------------------
                                             $ 73,422,000      $ 74,172,000      $222,942,000      $220,109,000
                                             ==================================================================


(a) Other includes carrier access billing, reciprocal compensation,  information
services, wireless and paging.

Note 5.  Asset Impairments

At March 31, 2001 the Company reduced the carrying amount of goodwill related to
two of its acquisitions by $167,599,000.  In connection with the reevaluation of
its business plan and the  commencement  of the process to potentially  sell its
non-CLEC  assets and business  announced in April 2001, the Company was required
to report all long-lived  assets and identifiable  intangibles to be disposed of
at the lower of carrying  amount or estimated  fair value less cost to sell. The
carrying amount of goodwill related to these  acquisitions was eliminated before
reducing the carrying amounts of other assets. The estimated fair value of these
businesses was determined  based on information  provided by the investment bank
retained for the purpose of conducting this sale.

                                       11


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 6.  Intangible Assets

Intangible assets consist of:



                                                                 September 30,   December 31,
                                                                      2002          2001
                                                                  --------------------------
                                                                 (unaudited)
                                                                            
          LMDS license costs                                      $4,230,000      $4,230,000
          Customer lists, net of accumulated amortization of
            $1,115,000 (2002) and $864,000 (2001)                  1,225,000       1,476,000
                                                                  --------------------------
                                                                  $5,455,000      $5,706,000
                                                                  ==========================



Note 7.  Fixed Assets

Fixed assets consist of:

                                               September 30,       December 31,
                                                   2002                2001
                                              ---------------------------------
                                               (unaudited)
          Operating equipment                 $ 109,367,000       $ 102,529,000
          Computer hardware and software         54,679,000          53,313,000
          Other equipment                        13,112,000          12,956,000
          Construction-in-progress                1,002,000                   -
                                              ---------------------------------
                                                178,160,000         168,798,000
          Accumulated depreciation             (108,992,000)        (82,076,000)
                                              ---------------------------------
                                              $  69,168,000       $  86,722,000
                                              =================================


Note 8.  Accrued Expenses

Accrued expenses consist of:

                                             September 30,     December 31,
                                                 2002             2001
                                             ----------------------------
                                             (Unaudited)
          Payroll and related                $ 5,474,000      $ 7,517,000
          Professional fees                      792,000          935,000
          Taxes, including income taxes       14,532,000       16,534,000
          Accrued equipment purchases                  -          385,000
          Toll and interconnect               33,400,000       28,668,000
          Reorganization costs                 5,049,000        7,273,000
          Other                                7,402,000        6,454,000
                                             ----------------------------
                                              66,649,000      $67,766,000
                                             ============================

                                       12


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 9.  Long-Term Debt

Long-term debt consists of:



                                                                   September 30,      December 31,
                                                                       2002               2001
                                                                  ---------------------------------
                                                                   (Unaudited)
                                                                                
6% Convertible Notes of CCL, less unamortized discount of
   $3,436,000 (2002)                                              $     922,000       $           -
Senior secured credit facility, less unamortized discount of
   $10,661,000 (2002) and $11,687,000 (2001)                        145,439,000         144,413,000
Other                                                                         -              33,000
                                                                  ---------------------------------
                                                                    146,361,000         144,446,000
Less current portion                                                   (922,000)            (33,000)
                                                                  ---------------------------------
                                                                  $ 145,439,000       $ 144,413,000
                                                                  =================================


The interest rate on the senior  secured credit  facility was initially,  at the
Company's option, either 3.25% per annum plus the base rate, which is the higher
of the prime rate or the federal funds  effective  rate plus 0.5% per annum;  or
the  reserve-adjusted  London  Interbank  Offered Rate plus 4.25% per annum.  In
April 2001 the interest rate was amended to, at the Company's  option,  3.5% per
annum plus the base rate,  which is the higher of the prime rate or the  federal
funds  effective  rate  plus  0.5% per  annum,  or the  reserve-adjusted  London
Interbank  Offered Rate plus 4.5% per annum.  Interest is payable monthly on the
facility.  The unused  portion of the  facility is subject to a  commitment  fee
equal to 1.25% per annum  payable  quarterly,  subject to reduction to 1.00% per
annum based upon the amount  borrowed under the facility.  At September 30, 2002
and December 31, 2001,  the effective  interest rate on the amounts  outstanding
was 6.75% and 6.86%, respectively. Effective October 11, 2002, the interest rate
on the facility is 6.22%, which will remain in effect until April 11, 2003.

The Company's consolidated balance sheet includes $4,358,000 aggregate principal
amount of CCL's 6%  Convertible  Subordinated  Notes upon the  completion of the
merger of CCL on July 1, 2002. The Company recorded the notes at $219,000, their
fair value as of the acquisition  date. The resulting  discount of $4,139,000 is
being amortized to interest expense over the remaining life of the notes,  which
are due October 1, 2006. The Company recorded  amortization  expense of $703,000
for the three months ended  September 30, 2002. The interest  payments that were
due under  the  outstanding  6%  Convertible  Subordinated  Notes on April 1 and
October 1, 2002 have not been made and CCL is in default under these notes.

                                       13


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 10.  Related Party Transactions

Some of the officers and directors of the Company are also officers or directors
of NTL  Incorporated,  referred to as NTL. In April 2001, CCL and the Company as
co-obligors  issued  to NTL $15  million  aggregate  principal  amount of 10.75%
Unsecured  Convertible  PIK Notes Due April 2011.  At September  30,  2002,  and
December  31,  2001  the  total  amount  of  the  notes  outstanding,  less  the
unamortized discount of $337,000, and $367,000, was $17,154,000 and $15,807,000,
respectively.

NTL  provided  the  Company  with  management,  financial,  legal and  technical
services,  and continues to provide access to office space and equipment and use
of  supplies.  Amounts  charged to the Company by NTL  consisted of salaries and
direct costs  allocated to the Company where  identifiable,  and a percentage of
the portion of NTL's corporate overhead,  which cannot be specifically allocated
to NTL. It is not  practicable  to determine the amounts of these  expenses that
would have been incurred had the Company operated as an unaffiliated  entity. In
the opinion of management,  this allocation method is reasonable.  These methods
are  currently  being  reviewed  and it is  expected  that the charges for these
services provided by NTL will be reduced following such review.  NTL charged the
Company  $5,000 and $100,000 for the three months ended  September  30, 2002 and
2001,  respectively,  and  $177,000  and  $340,000 and for the nine months ended
September  30, 2002 and 2001,  respectively,  which are  included  in  corporate
expenses.

Until the third quarter of 2001, the Company  provided NTL with access to office
space  and  equipment  and  the use of  supplies  for  which  it  charged  NTL a
percentage  of  the  Company's  total  rent  and  supplies  expense.  It is  not
practicable  to  determine  the amounts of these  expenses  that would have been
incurred had the Company operated as an unaffiliated  entity.  In the opinion of
management,  this  allocation  method was  reasonable.  The Company  charged NTL
$233,000 and $340,000  for the three and nine months ended  September  30, 2001,
respectively, which reduced corporate expenses.

A subsidiary of the Company provides billing and software  development  services
to  subsidiaries of NTL. The Company  historically  recorded these billings as a
reduction  of general and  administrative  expenses.  Expenses  were  reduced by
$629,000  for the  three  months  ended  September  30,  2001 and  $566,000  and
$1,428,000 for the nine months ended September 30, 2002 and 2001,  respectively,
as a result of  billing  for these  services.  During  the  three  months  ended
September 30, 2002, the Company began  recording the billings for these services
as revenue, which totaled $707,000.

                                       14


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 10.  Related Party Transactions (continued)

In 2001,  the Company and NTL entered into a license  agreement  whereby NTL was
granted an exclusive, irrevocable, perpetual license to certain billing software
developed by the Company for telephony rating, digital television events rating,
fraud management and other tasks. The sales price was cash of $12.8 million. The
billing  software was being used by NTL at the time of this  agreement,  and was
being  maintained  and  modified  by  the  Company  under  an  ongoing  software
maintenance and development outsourcing  arrangement between the companies.  The
Company  recorded  the  aggregate  $12.8  million  as  deferred  revenue,  to be
recognized over three years,  of which  $1,068,000 and $3,205,000 was recognized
during the three and nine months ended September 30, 2002, respectively.

In March  2000,  the  Company and NTL  announced  that they had entered  into an
agreement to link their  networks in order to create an  international  Internet
backbone,  which commenced  operations in February 2001. The Company  recognized
revenue of $255,000 for the network usage in the nine months ended September 30,
2001.

The Company  leases office space from entities  controlled by an individual  who
beneficially  owns 34% of the outstanding  shares of the Company's common stock.
Rent  expense for these leases was  approximately  $451,000 and $400,000 for the
three months ended September 30, 2002 and 2001,  respectively and  approximately
$1,352,000 and $1,200,000 for the nine months ended September 30, 2002 and 2001,
respectively.

Note 11.  Shareholders' Equity

Stock Split

On April 12, 2002, the Company  declared a 3-for-1 stock split by way of a stock
dividend,  which was paid on the  declaration  date. The condensed  consolidated
financial  statements and the notes thereto give retroactive effect to the stock
split.

Non-Cash Compensation

In April  2000,  the  Compensation  and  Option  Committee  of the CCL  Board of
Directors approved the issuance of options to purchase  approximately  2,747,000
shares of CCL common stock to various  employees at an exercise price of $14.55,
which was less than the fair market  value of CCL's  common stock on the date of
the grant. In accordance  with APB Opinion No. 25,  "Accounting for Stock Issued
to  Employees,"  in April  2000,  the Company  recorded a non-cash  compensation
expense  of  approximately  $29.0  million  and a non-cash  deferred  expense of
approximately  $31.3  million.  From April 2000 to  September  30,  2001,  $19.4
million of the deferred non-cash compensation was charged to expense,  including
$3.2 and $9.7 million during the three and nine months ended September 30, 2001,
respectively.  The  remaining  portion of  deferred  non-cash  compensation  was
charged to expense between October 1 and December 31, 2001.


                                       15


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 11. Shareholders' Equity (continued)

Stockholder Rights Plan

The Company  adopted a stockholder  rights plan in December  2001. In connection
with the  stockholder  rights plan,  the Board of Directors  declared and paid a
dividend of one preferred  share  purchase  right for each share of common stock
outstanding on December 17, 2001. Each right entitles the holder,  under certain
potential  takeover events, to purchase from the Company one one-thousandth of a
share of Series A Junior Participating  Preferred Stock, referred to as Series A
Preferred Stock, at an initial exercise price of $8.82 as determined on July 10,
2002. The exercise price is subject to future  adjustment.  The rights expire on
December 17, 2011 unless an exchange or redemption or the completion of a merger
occurs first.  There are 1,000,000 shares of Series A Preferred Stock authorized
for issuance under the plan. No shares of Series A Preferred Stock are issued or
outstanding.

If any shares of Series A Preferred  Stock are issued they will be entitled to a
minimum  preferential  quarterly  dividend  payment  of an  amount  equal to the
greater of $.01 per share or 1,000 times the  aggregate  per share amount of all
dividends  declared on the  Company's  common  stock.  If any shares of Series A
Preferred  Stock are  issued  they will be  entitled  to a minimum  preferential
quarterly  dividend  payment of an amount equal to the greater of $.01 per share
or 1,000 times the aggregate  per share amount of all dividends  declared on the
Company's common stock since the immediately preceding dividend payment date. In
the event of  liquidation,  the  holders  of Series A  Preferred  Stock  will be
entitled  to a  liquidation  payment  of $1 per share  plus  accrued  and unpaid
dividends.  Each share of Series A Preferred  Stock will have 1,000 votes on all
matters and will vote as a single class with the holders of the Company's common
stock.

CCL Stock Options

As of  September  30,  2002,  there  were  approximately  20.9  million  options
outstanding  to purchase  shares of CCL common stock,  with an average  weighted
exercise price of $4.80. If such options are exercised,  the holder will receive
common stock of CCL, which is currently a wholly-owned subsidiary of the Company
and whose stock is not registered for public trading.

Treasury Stock

CCL owns  332,624  shares of the  Company's  common  stock.  Upon CCL becoming a
wholly-owned  subsidiary of the Company at the completion of the second phase of
the ATX Communications recapitalization,  these shares of common stock have been
recorded by the Company as treasury stock valued at $735,000.

                                       16


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 12.  Other Charges

Other charges of  $3,910,000  and  $37,395,000  during the three and nine months
ended September 30, 2001, respectively, relate to the Company's announcements in
May and July 2001 that it was taking additional  actions to reorganize,  re-size
and reduce operating costs and create greater efficiency in various areas of the
Company.  These  costs were  related to the  termination  of  approximately  630
employees, of which none were employed by the Company as of September 30, 2002.

The following  table  summarizes  the accrued  reorganization  charges  utilized
during the nine months ended September 30, 2002:




                                          Employee
                                          Severance      Lease
                                         And Related      Exit        Agreement
                                            Costs        Costs      Terminations     Total
                                          -------------------------------------------------
                                                          (in thousands)
                                                                        
          Balance, December 31, 2001      $   509       $ 3,106       $ 3,658       $ 7,273
          Adjustments                          60             2           (64)           (2)
          Utilized                           (531)       (1,393)         (298)       (2,222)
                                          -------------------------------------------------
          Balance, September, 2002        $    38       $ 1,715       $ 3,296       $ 5,049
                                          =================================================



Note 13.  Gain from Extinguishment of Debt

In September 2001, the Company and the holder of a $3,016,000  principal  amount
12.75% note payable for equipment agreed to a modification of the note such that
the  principal  amount  was  reduced  to  $800,000.   The  Company  recorded  an
extraordinary  gain on the early  extinguishments  of debt of $2,216,000 for the
difference between the $3,016,000 obligation and the $800,000 payment.


                                       17


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 14.  Commitments and Contingent Liabilities

As of September 30, 2002, the Company had purchase  commitments of approximately
$5.7 million outstanding.

Fiberstream, Inc. ("FiberCo"), an indirect,  wholly-owned subsidiary of CCL, has
an obligation  under an agreement  with the City of New York (the "City") to pay
an annual  franchise fee in the amount of the greater of (a) 5% of gross revenue
(as defined in the  agreement) or (b)  $200,000.  Estimated  quarterly  payments
begin the earlier of (a) the date that  FiberCo  completes  construction  of its
initial backbone or (b) November 2002.  Additionally,  FiberCo has an obligation
to provide equipment, cash or services to the City of New York with an aggregate
value of not more than  $100,000  payable over 15 years.  On September 12, 2002,
the United States Court of Appeals for the Second  Circuit  issued a decision in
TCG of New York, Inc. v. City of White Plains finding that municipalities cannot
impose fees or other  requirements on competitive  local exchange carriers while
exempting the traditional  incumbent telephone companies.  Fiberco has initiated
discussions  with  the  City  about   terminating  the  franchise  and  parties'
respective rights and obligations under the Agreement.  At present,  the parties
are in the initial phase of their  discussions and Fiberco cannot predict how or
when the matter will be resolved.

The Company  purchases  goods and services  from a wide variety of vendors under
contractual  and other  arrangements  that  sometimes  rise to litigation in the
ordinary  course of business.  The Company also provides goods and services to a
wide range of customers under  arrangements that sometimes lead to disputes over
payment, performance and other obligations.  Some of these disputes,  regardless
of their merit, could subject the Company to costly litigation and the diversion
of the attention of its technical and/or management personnel. Additionally, any
liability  from  litigation  that is not covered by the  Company's  insurance or
exceeds  its  coverage  could have a material  adverse  effect on the  Company's
business,  financial  condition  and/or  results of  operation.  Currently,  the
Company (and/or its subsidiaries) has the following outstanding matters,  which,
if resolved  unfavorably,  could have a material adverse effect on the Company's
business, financial condition and/or results of operations:

     o    On August 12,  2002,  Verizon  and  several of its other  subsidiaries
          filed a complaint in the United States District Court for the District
          of Delaware  against the  Company and several of its  indirect  wholly
          owned  subsidiaries  seeking  payment  of  approximately  $37  million
          allegedly owed to Verizon under various  contracts between Verizon and
          the Company  and its  subsidiaries  and under  state and federal  law.
          Verizon also asked the Court to issue a declaratory ruling that it has
          not violated the antitrust laws.

                                       18


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 14.  Commitments and Contingent Liabilities (continued)

          The  defendants  believe  that they have  meritorious  defenses to the
          complaint,  and further,  that the amounts owed are substantially less
          than the amounts claimed by Verizon.  For example,  defendants believe
          the figure specified in the complaint includes payments that have been
          made by the  defendants  to  Verizon  in  excess  of $14  million  and
          disputes in excess of $10 million for which  Verizon  owes  credits to
          the  defendants.  The  defendants  have  filed an answer to  Verizon's
          complaint denying Verizon's claims, in part, and have asserted various
          counterclaims, including claims seeking treble damages against Verizon
          for  violating  the  antitrust  laws.  Defendants  have also  moved to
          dismiss  Verizon's  request for  declaratory  ruling on the  antitrust
          claims,  which Verizon has opposed.  This action is in its preliminary
          pleading  stages.  The  defendants  intend  to  pursue  all  available
          remedies  and  counterclaims  and  to  defend  themselves  vigorously.
          However,  the  defendants  cannot be certain how or when these matters
          will be resolved or the outcome of the litigation.

     o    On  March  7,  2002,   CoreComm   Massachusetts,   Inc.,  an  indirect
          wholly-owned  subsidiary of the Company,  initiated litigation against
          Verizon  New  England  d/b/a  Verizon  Massachusetts  in  the  Suffolk
          Superior Court, Massachusetts, alleging breach of contract and seeking
          a temporary restraining order against Verizon Massachusetts.  On April
          1, 2002, Verizon filed its answer to CoreComm Massachusetts' complaint
          and filed counterclaims  seeking payment of approximately $1.2 million
          allegedly   owed  by  CoreComm   Massachusetts   under  the   parties'
          interconnection  agreement and Verizon's  tariffs.  On April 10, 2002,
          CoreComm  Massachusetts  filed an  answer  denying  Verizon's  claims.
          During  the  course  of  discovery,   Verizon  conceded  that  it  had
          over-billed  CoreComm  Massachusetts by approximately  $800,000.  As a
          result, CoreComm Massachusetts amended its complaint to include claims
          against  Verizon  for  unfair  and  deceptive  acts  or  practices  in
          violation of Massachusetts'  fair trade practice laws. Verizon amended
          its  complaint to specify a revised  claim of $1.1  million.  CoreComm
          Massachusetts  intends to pursue all available claims and defenses and
          to defend itself vigorously.  However, it is not presently possible to
          predict  how these  matters  will be  resolved.  On  November 1, 2002,
          CoreComm  Massachusetts  notified its customers in  Massachusetts  and
          state and federal regulators that CoreComm  Massachusetts  would cease
          providing  telephone services in Massachusetts on or about December 2,
          2002.  CoreComm  Massachusetts'  operations  in  Massachusetts  do not
          represent a material  component of the  Company's  operations  and the
          Company does not believe that its withdrawal from providing  telephone
          services in  Massachusetts  will have a material adverse affect on the
          Company's business, financial condition and/or results of operations.

                                       19


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 14.  Commitments and Contingent Liabilities (continued)

     o    CoreComm  Newco,  Inc.,  an indirect,  wholly owned  subsidiary of the
          Company,  is currently in litigation  with Ameritech  Ohio, a supplier
          from whom it purchases  telecommunications products and services, over
          the adequacy of Ameritech's  performance under a 1998 contract between
          CoreComm  Newco and Ameritech,  and related  issues.  This  litigation
          began in June 2001 when  Ameritech  threatened to stop  processing new
          orders  following  CoreComm  Newco's  exercise  of its right under the
          contract to withhold payments for Ameritech's performance failures. In
          response to this threat,  CoreComm  Newco sought and received an order
          from an official of the Public  Utilities  Commission  of Ohio barring
          Ameritech from refusing to process new CoreComm Newco service  orders.
          Ameritech has appealed that order to the PUCO and that appeal is still
          pending.

          On July 5, 2001, Ameritech filed a claim with the PUCO seeking payment
          from CoreComm Newco of approximately  $8,600,000  allegedly owed under
          the  contract.  On  August 8,  2001,  Ameritech  filed a second  claim
          against  CoreComm  Newco in Ohio state  court,  seeking an  additional
          approximately  $4,300,000 in allegedly improperly withheld amounts. On
          August 28,  2001,  CoreComm  Newco  exercised  its right to remove the
          state court claim to the United States District Court for the Northern
          District of Ohio, and the parties then  stipulated to a  consolidation
          of both of Ameritech's  claims in the United States District Court. To
          consolidate  the two claims,  on October 9, 2001,  Ameritech  filed an
          amended complaint in the United States District Court, seeking a total
          of approximately $14,400,000.

          On December 26, 2001,  CoreComm  Newco filed its answer to Ameritech's
          amended complaint and simultaneously filed three counterclaims against
          Ameritech  and some of its  affiliates,  alleging  breach of contract,
          antitrust violations,  and fraudulent or negligent  misrepresentation.
          In lieu  of  filing  an  answer  to  CoreComm  Newco's  counterclaims,
          Ameritech  filed a series of  motions  on March 25,  2002,  asking the
          Court to dismiss several of CoreComm Newco's  counterclaims.  On April
          17, 2002, CoreComm Newco filed its opposition to Ameritech's  requests
          for dismissal.  On July 25, 2002, the district court issued a decision
          denying  Ameritech's  motion to dismiss and upholding CoreComm Newco's
          right  to  proceed  with  its   antitrust,   breach  of  contract  and
          misrepresentation claims against all counter-defendants.

                                       20


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 14.  Commitments and Contingent Liabilities (continued)

          The Company  believes that CoreComm Newco has meritorious  defenses to
          Ameritech's  amended  complaint,  and that  the  amount  currently  in
          dispute  is  substantially  less than the  $14.4  million  claimed  in
          Ameritech's  amended complaint.  For example,  the figure specified in
          Ameritech's  complaint does not account for (a) more than $4.1 million
          in refunds that Ameritech contends it has already credited to CoreComm
          Newco's accounts since the filing its complaint, and (b) payments that
          were made by CoreComm  Newco in the ordinary  course after the time of
          Ameritech's submission.  However, the Company cannot be certain how or
          when the matter will be resolved.  The Company also believes  that, to
          the extent  Ameritech  prevails  with  respect  to any of its  claims,
          Ameritech's  award may be offset in whole or in part by  amounts  that
          CoreComm  Newco  is  seeking  to  obtain  from  Ameritech   under  its
          counterclaims. CoreComm Newco intends to pursue all available remedies
          and to defend  itself  vigorously.  However,  it is impossible at this
          time to predict the outcome of the litigation.

     o    On December 3, 2001,  General  Electric  Capital  Corp.  filed a civil
          lawsuit in the Circuit Court of Cook County,  Illinois against CCL and
          MegsINet,  Inc.,  an  indirect  subsidiary  of  the  Company,  seeking
          approximately  $8 million in allegedly past due amounts and the return
          of equipment under a capital  equipment lease agreement between Ascend
          and  MegsINet.  GECC is seeking all amounts  allegedly  owed under the
          lease as well as repossession of the equipment.  On February 19, 2002,
          the defendants filed a motion to dismiss several of GECC's claims.  In
          response,  GECC  withdrew  its original  complaint  and on May 1, 2002
          filed  an  amended  complaint  naming  the  Company  as an  additional
          defendant.  On June 5,  2002,  defendants  filed a motion  to  dismiss
          and/or stay plaintiff's civil complaint,  plaintiffs filed a reply and
          the court is scheduled to issue a ruling on  defendants'  motion on or
          about November 23, 2002.

          Concurrently,  on April 12, 2002, GECC filed a second complaint in the
          Circuit Court of Cook County,  Illinois against MegsINet,  CCL and the
          Company seeking a court order allowing it to take  repossession of its
          alleged  equipment.  On September 24, 2002,  the Court issued an order
          granting GECC's request for repossession of the equipment and MegsINet
          is  complying  with  the  Court's  order  by  allowing  GECC  to  take
          possession of the equipment, which has not and is not expected to have
          any material impact on the Company's business or operations. The civil
          action  between  the  parties is  currently  in the  discovery  phase.
          Defendants  intend to defend  themselves  vigorously and to pursue all
          available claims and defenses.  However, it is impossible at this time
          to predict the outcome of the litigation.

                                       21


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 14.  Commitments and Contingent Liabilities (continued)

     o    On May  25,  2001,  KMC  Telecom,  Inc.  and  some  of  its  operating
          subsidiaries  filed an action in the Supreme Court of New York for New
          York County against CCL, Cellular Communications of Puerto Rico, Inc.,
          CoreComm New York, Inc. and MegsINet. On that same date, KMC filed the
          same cause of action in the  Circuit  Court of Cook  County,  IL. Upon
          defendant's  Motion  to Stay  the New  York  action,  KMC  voluntarily
          dismissed  the  Illinois   litigation  and  the  matter  is  currently
          proceeding in New York. KMC contends that it is owed  approximately $2
          million,   primarily   in  respect  of   alleged   early   termination
          liabilities,  under a services  agreement and a co-location  agreement
          with  MegsINet.  The  defendants  have  denied  KMC's  claims and have
          asserted  that the  contracts  at issue  were  signed  without  proper
          authorization, that KMC failed to perform under the alleged contracts,
          and that the termination penalties are not enforceable. The defendants
          have served discovery and intend to defend  themselves in coordination
          with one of their insurance  carriers.  On March 27, 2002,  certain of
          the defendants  initiated litigation against several former principals
          of MegsINet seeking  indemnification  and  contribution  against KMC's
          claims.

     o    On August 13, 2002, the Company (on behalf of its affiliates) issued a
          demand to WorldCom,  Inc. for payment of  approximately  $8.1 million,
          representing  approximately  $5.4 million in deposits for services and
          approximately  $2.7 million in carrier access billing charges owed. On
          July 21, 2002,  WorldCom filed a voluntary petition for reorganization
          under Chapter 11 of the U.S.  Bankruptcy  Code. On September 18, 2002,
          WorldCom  sent  correspondence  to the Company  denying the  Company's
          claims and alleging  that the Company  (through its  affiliates)  owes
          WorldCom approximately $5.9 million. The parties are currently engaged
          in   discussions  to  resolve  these  claims.   The  Company   intends
          aggressively  pursue its claims against WorldCom.  However,  it is not
          presently  possible to predict how these matters will be resolved.  We
          do not believe Worldcom's bankruptcy filing will materially impact our
          ability to conduct our business operations.

                                       22


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 14.  Commitments and Contingent Liabilities (continued)

     o    On March 1, 2002, Easton Telecom Services, LLC., referred to as Easton
          LLC,  initiated  litigation  in the Northern  District of Ohio against
          CoreComm  Internet  Group,  Inc.  asserting  that  Easton  LLC  is the
          assignee of several rights of Easton Telecom Services,  Inc., referred
          to as Easton Inc., under an asset purchase  agreement approved as part
          of the bankruptcy disposition of Teligent, Inc., and demanding payment
          of approximately  $4.9 million,  primarily in respect of alleged early
          termination  penalties,  for  telecommunications  services purportedly
          provided  under  alleged   contracts   between  Easton  and  MegsINet.
          Subsequently,  on April 18, 2002,  and August 8, 2002,  Easton amended
          its complaint to name Voyager Information Networks, Inc. and MegsINet,
          as additional  defendants in the matter and  increasing  the amount in
          dispute to  approximately  $5.1 million.  On May 7, 2002,  defendants'
          filed their answer  denying  Easton LLC's  allegations  and  asserting
          multiple defenses,  including defenses challenging the validity of the
          alleged  contracts and plaintiffs claim to alleged damages.  On August
          23,  2002,  the Court  issued  an order  dismissing  approximately  $4
          million of Easton's claims as invalid. Easton has subsequently alleged
          additional damages of approximately $1 million in lost profits,  for a
          revised total claim of approximately  $2 million.  Upon the conclusion
          of a jury trial which ended on  November  8, 2002,  Easton  obtained a
          judgment  against the  defendants  in the total amount of  $1,085,000.
          Although the defendants believe that they have a solid basis to appeal
          the jury's decision, they are currently assessing their rights in this
          regard and have not yet determined how they will proceed.

     o    On September 24, 2002, GATX  Technologies,  Inc., known as GATX, filed
          an  action in the  Thirteenth  Judicial  Circuit  in  Florida  against
          CoreComm - Voyager,  Inc., an indirect wholly-owned  subsidiary of the
          Company, seeking recovery of amounts claimed to be owed under schedule
          one of a master equipment lease  originally  entered into between 3Com
          Corporation and CoreComm - Voyager's  predecessor in interest totaling
          approximately  $150,000. On October 21, 2002, CoreComm - Voyager moved
          to dismiss GATX's action for lack of  jurisdiction.  The motion is now
          pending  with the Court.  Since the  filing of the motion to  dismiss,
          GATX has initiated settlement  discussions with  CoreComm-Voyager.  On
          October 28, 2002,  3Com  Corporation,  known as 3Com,  filed an action
          against the Company in the Court of Common Pleas,  Montgomery  County,
          Pennsylvania seeking payment of approximately  $900,000 under a master
          equipment  lease and three lease  schedules  originally  entered  into
          between 3Com and the predecessor in interest to CoreComm-Voyager, Inc.
          Pursuant  to  corporate  guaranty  and  payment  agreements  with GATX
          Technologies,  Inc.,  3Com is asserting  subrogation  rights to GATX's
          claims  under the master lease and  schedules,  excepting a portion of
          schedule one.  Should either action  proceed  further,  the defendants
          will defend  themselves  vigorously  and pursue all available  claims.
          However, it is not possible at this time to predict how or when either
          of these matters will be resolved.

                                       23


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Note 14. Commitments and Contingent Liabilities (continued)

     o    On June 7, 2002, the Board of Revenue and Finance of the  Commonwealth
          of  Pennsylvania  issued an order granting in part and denying in part
          the   Company's   petition  for  review  of  a  decision  by  a  lower
          administrative  authority  relating to the Company's alleged liability
          for sales and use tax for the period  September  1, 1997  through July
          31, 2000.  Pursuant to the June 7 order, the Company has been assessed
          sales and use tax for the period at issue in the  amount of  $631,429,
          all of which is accrued. On July 8, 2002, the Company filed a petition
          for  review  of  the  board's  order  in  the  Commonwealth  Court  of
          Pennsylvania  seeking  a  further  reduction  of the  assessment.  The
          Company  believes  that  it has  meritorious  defenses  and  that  the
          assessment  should be reduced;  however it is not  possible to predict
          how this matter will be resolved.


                                       24


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Results of Operations

Until  December  2001,  we were a direct,  wholly-owned  subsidiary of CCL. As a
result of the  recapitalization  transactions  completed in December 2001 and on
July 1, 2002, CCL has been merged into a wholly-owned subsidiary of the Company.
Prior  to  the  ATX  Communications  recapitalization,  CCL  operated  the  same
businesses that we currently operate.

From 1998 to 2000, we were in the process of building  infrastructure to support
a national roll-out  according to our original business plan. This business plan
required  significant capital to fund capital  expenditures,  operating expenses
and debt service. As a result, we historically experienced substantial operating
and net losses.  In early 2001, we still required  significant funds to complete
our  business  plan as  originally  intended.  However,  adverse  changes in the
capital  markets,   particularly  in  the  telecommunications  sector,  made  it
extremely  difficult  to raise new capital,  and we could no longer  finance our
original  business  plan.  As a result,  in 2001, we  significantly  revised our
business plan to focus on our most profitable  businesses and geographic  areas,
and reduce our operational costs and need for capital.

In 2001,  we  streamlined  our strategy and  operations to focus on our two most
successful   and   promising   lines  of  business.   The  first  is  integrated
communications products and other high bandwidth/data/web-oriented  services for
the business market. The second is bundled local telephony and Internet products
for the residential market, with a focus on using Internet  interfaces,  as well
as our call centers, to efficiently sell, to install our products and to service
our customers. As a result of these changes, we are now focused primarily in the
Mid-Atlantic and Mid-West regions of the U.S.

We have implemented cost savings through a variety of means,  including facility
consolidation,    efficiency   improvements,   vendor   negotiations,    network
optimization, and headcount reduction. We have reduced network costs and capital
expenditures  by  converting  many of our local access lines to more  profitable
Unbundled  Network Element - Platform pricing from Total Service Resale pricing,
which provides higher margins. In addition, we were able to reduce the number of
facilities  established  without  substantially  affecting  our service  area by
leasing  enhanced  extended  local  loops  from  the  incumbent  local  exchange
carriers.  We have also  improved  our  operating  efficiency  through  improved
pricing terms and the elimination of duplicative or unneeded network facilities.

                                       25


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

These   efficiencies   are   reflected  in  the  decrease  in  our  expenses  of
approximately $155 million on an annualized basis, as shown in the table below:



                                                                                 Three Months Ended
                                                                                   (in thousands)
                                                                       -----------------------------------
                                                      % Reduction           September 30,       December 31,
                                                      Q4'00-Q3'02                2002               2000
                                                      -----------           -------------       ------------
                                                                                          
   Operating Expenses                                     26%                  $47,927             $65,002
   Selling, General and Administrative                    52%                   18,512              38,414
   Corporate Expenses                                     49%                    1,930               3,759
                                                                       -----------------------------------
       Total                                                                   $68,369            $107,175
                                                                       ===================================


While reducing  expenses in all areas of our business,  we  implemented  new low
cost revenue  initiatives such as launching business  communications  service to
several  markets in the Great Lakes region and  residential  service in the East
using existing facilities.

In addition,  the recapitalization  transactions  completed in 2001 have reduced
interest expense and preferred stock dividends from an aggregate annual total of
approximately  $53.2 million to  approximately  $15.2 million,  $10.7 million of
which is in cash, based on interest rates as of September 30, 2002.

By the end of 2001, we had completed the  implementation of our revised business
plan.  Going forward,  we will continue to monitor all areas of the business for
additional cost saving and revenue generating opportunities.

Although we continue to engage in efforts to increase our profitability,  we are
also investigating other ways to generate cash for our business.  In April 2001,
the Company and CCL commenced a process to potentially  sell selected assets and
businesses  (now owned by the Company)  that are not  directly  related to their
competitive local exchange carrier,  referred to as CLEC, business, and retained
advisors for the purpose of conducting  this sale. The Company's CLEC assets and
businesses  include its local and toll-related  telephone  services that compete
with the  incumbent  local  exchange  carrier,  referred  to as ILEC,  and other
carriers.

Three Months Ended September 30, 2002 and 2001

The decrease in revenues to  $73,422,000  from  $74,172,000  is due primarily to
decreases in the toll-related  telephony services and consumer Internet services
provided by the  Company.  The Company  continued  to reduce or  eliminate  less
profitable  services  and  increase  its  customer  base in its more  profitable
segments.

                                       26


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

Operating  costs  include  direct cost of sales,  network costs and salaries and
related expenses of network personnel.  Operating costs decreased to $47,927,000
from  $54,760,000  due to a decrease in costs as a result of optimization of our
network, reduced headcount and reduction of our facilities.

Selling,  general and  administrative  expenses  decreased to  $18,512,000  from
$20,907,000  due to a  decrease  in  costs  as a result  of  reduced  headcount,
reduction of our facilities and a revision in our marketing strategies.

Corporate  expenses  include  the costs of some of our  officers  and  corporate
staff,  the costs of  operating  the  corporate  office and costs  incurred  for
strategic planning and evaluation of business opportunities.  Corporate expenses
increased  to  $1,930,000  from  $944,000  due to  increased  costs of corporate
activities, and increased compensation expense.

In  accordance  with APB  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees,"  in April  2000,  we  recorded  a non-cash  compensation  expense of
approximately  $29.0 million and a non-cash  deferred  expense of  approximately
$31.3  million.  From July 1, 2001 to September  30,  2001,  $3.2 million of the
deferred non-cash  compensation was charged to expense. The remaining portion of
deferred  non-cash  compensation  was charged to expense between October 1, 2001
and December 31, 2001.

We incurred additional costs, which consist primarily of legal fees,  accounting
fees and printing  fees, in  connection  with our  recapitalization  of $373,000
during the three months ended September 30, 2002.

Other  charges of $3,910,000  during the three months ended  September 30, 2001,
relate to our  announcements in May and July 2001 that we were taking additional
actions to  reorganize,  re-size and reduce  operating  costs and create greater
efficiency in various  areas of the Company.  These  charges  included  employee
severance  and related  costs for  approximately  630 employees as well as lease
exit costs.

Depreciation  expense  decreased to $8,895,000 from  $10,972,000  primarily as a
result of the reduction in the carrying value of our fixed assets as of December
31, 2001 as determined  by a fair value  analysis  performed in accordance  with
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of."


                                       27


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

Amortization  expense decreased to $84,000 from $20,784,000 due to the reduction
in the  carrying  value of our  intangible  assets as of  December  31,  2001 as
determined by a fair value analysis performed in accordance with SFAS No. 121 as
well as our adoption of SFAS No. 142,  "Goodwill and Other Intangible Assets" on
January 1, 2002,  which required us to cease amortizing  goodwill.  Amortization
expense on our goodwill and  workforce  during the three months ended  September
30,  2001 was  $20,700,000.  Our net loss and our basic and diluted net loss per
common share would have been $24,811,000 and $0.86,  respectively,  had SFAS No.
142 been in effect during 2001.

Interest  expense  decreased to $4,503,000  from  $6,943,000  due primarily to a
reduction in the effective  interest rate on our senior secured credit facility.
The effective  interest rate on our senior secured credit  facility at September
30, 2002 and 2001 was 6.75% and 9.29%, respectively.

The income tax benefit of $92,000 during 2002 is from state and local income tax
refunds.

Nine Months Ended September 30, 2002 and 2001

The increase in revenues to $222,942,000  from  $220,109,000 is due primarily to
customer acquisition,  increased pricing,  carrier access billing and reciprocal
compensation.  In the nine months ended  September 30, 2002,  the Company billed
and recorded  approximately  $1,958,000  of revenue that was related to services
provided in prior periods.

Operating  costs  include  direct cost of sales,  network costs and salaries and
related expenses of network personnel. Operating costs decreased to $144,723,000
from  $175,942,000 due to a decrease in costs as a result of optimization of our
network, reduced headcount and reduction of our facilities.

Selling,  general and  administrative  expenses  decreased to  $61,049,000  from
$75,021,000 as a result of reduced headcount,  reduction of our facilities and a
revision in our marketing strategies. During the nine months ended September 30,
2002,  we  reduced  our  estimate  of  potential  sales  and use tax  based on a
reassessment  in an order by the  Commonwealth  of  Pennsylvania,  which had the
effect of reducing selling, general and administrative expenses by approximately
$800,000.

Corporate  expenses  include  the costs of some of our  officers  and  corporate
staff,  the costs of  operating  the  corporate  office and costs  incurred  for
strategic planning and evaluation of business opportunities.  Corporate expenses
increased to  $5,244,000  from  $3,854,000  due to increased  costs of corporate
activities, which consists primarily of compensation expense.

                                       28


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

In  accordance  with APB  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees,"  in April  2000,  we  recorded  a non-cash  compensation  expense of
approximately  $29.0 million and a non-cash  deferred  expense of  approximately
$31.3 million.  From January 1, 2001 to September 30, 2001,  $9.7 million of the
deferred non-cash  compensation was charged to expense. The remaining portion of
deferred  non-cash  compensation  was charged to expense  between  October 1 and
December 31, 2001.

We incurred  additional costs,  which consist primarily of employee  incentives,
legal  fees,   accounting  fees  and  printing  fees,  in  connection  with  our
recapitalization of $5,825,000 during the nine months ended September 30, 2002.

Other charges of  $37,395,000  during the nine months ended  September 30, 2001,
relate to our  announcements in May and July 2001 that we were taking additional
actions to  reorganize,  re-size and reduce  operating  costs and create greater
efficiency in various  areas of the Company.  These  charges  included  employee
severance  and related  costs for  approximately  630 employees as well as lease
exit costs.

Depreciation  expense  decreased to $26,916,000 from $34,551,000  primarily as a
result of the reduction in the carrying value of our fixed assets as of December
31, 2001 as determined  by a fair value  analysis  performed in accordance  with
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of."

Amortization expense decreased to $251,000 from $75,390,000 due to the reduction
in the  carrying  value of our  intangible  assets as of  December  31,  2001 as
determined by a fair value analysis performed in accordance with SFAS No. 121 as
well as our adoption of SFAS No. 142,  "Goodwill and Other Intangible Assets" on
January 1, 2002,  which required us to cease amortizing  goodwill.  Amortization
expense on our goodwill and workforce  during the six months ended September 30,
2001 was $75,111,000. Our net loss and our basic and diluted net loss per common
share would have been  $298,577,000 and $10.46,  respectively,  had SFAS No. 142
been in effect during 2001.

Interest  expense  decreased to $12,143,000  from $18,467,000 due primarily to a
reduction in the effective  interest rate on our senior secured credit facility.
The effective  interest rate on our senior secured credit  facility at September
30, 2002 and 2001 was 6.75% and 9.29%, respectively.

The  income  tax  benefit  of  $92,000   and  $33,000   during  2002  and  2001,
respectively, is from state and local income tax refunds.

                                       29


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

Recent Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections,"
effective  for the  Company on January 1, 2003.  This  Statement  rescinds  FASB
Statement No. 4, Reporting Gains and Losses from  Extinguishment of Debt, and an
amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements.  This Statement also amends other existing
authoritative  pronouncements  to make various  technical  corrections,  clarify
meanings, or describe their applicability under changed conditions. The adoption
of  this  standard  will  require  the  Company  to  reclassify  its  gain  from
extinguishment  of  debt  from  extraordinary  to  continuing  operations.   The
Company's loss before income taxes for the three and nine months ended September
30,  2001 would  have been  $45,511,000  and  $373,721,000,  respectively,  upon
adoption  of SFAS No.  145.  The  adoption  of SFAS No.  145 will not change the
Company's net loss for the three and nine months ended September 30, 2001.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets,"  effective  for us on January  1, 2002.  This
statement  supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" and other related accounting
guidance.  The adoption of this new standard  had no  significant  effect on our
results of operations, financial condition or cash flows.

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations,"  effective  for us on January 1, 2003.  This  statement  addresses
financial   accounting  and  reporting  for  obligations   associated  with  the
retirement of tangible fixed assets and the associated asset  retirement  costs.
We are in the  process  of  evaluating  the  financial  statement  impact of the
adoption of SFAS No. 143.

In June 2001,  the FASB issued SFAS No. 141,  "Business  Combinations,"  and No.
142,  "Goodwill  and Other  Intangible  Assets."  SFAS No. 141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after  June  30,  2001.  Use of the  pooling-of-interests  method  is no  longer
permitted.  SFAS No. 141 also includes  guidance on the initial  recognition and
measurement  of  goodwill  and other  intangible  assets  acquired in a business
combination  that is  completed  after  June 30,  2001.  SFAS  No.  142 ends the
amortization of goodwill and indefinite-lived  intangible assets. Instead, these
assets must be reviewed annually, or more frequently under some conditions,  for
impairment in accordance with this  statement.  This impairment test uses a fair
value  approach  rather  than the  undiscounted  cash flow  approach  previously
required by SFAS No. 121,  "Accounting  for the Impairment of Long-Lived  Assets
and for Long-Lived Assets to Be Disposed Of." We adopted SFAS No. 142 on January
1, 2002.  The  adoption of this new standard  had no  significant  effect on our
results  of  operations,   financial   condition  or  cash  flows,   other  than
amortization of goodwill ceased as of January 1, 2002.

Upon the adoption of SFAS No. 142, we performed an evaluation  for impairment of
our goodwill as of January 1, 2002, and determined that no impairment charge was
required.  Our next  evaluation  of  impairment  will be the  annual  test as of
October 1, 2002, which may result in a non-cash  impairment charge to reduce the
carrying value of goodwill.

                                       30



            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

Liquidity and Capital Resources

Based on our current  business plan, we anticipate  that we will have sufficient
cash and cash equivalents on hand to fund our operations,  capital  expenditures
and debt service in 2002. Our ability to raise additional  capital in the future
will be dependent on a number of factors, such as our results of operations, the
amount of our  indebtedness,  and also general  economic and market  conditions,
which are beyond our control. If we are unable to obtain additional financing or
to obtain it on  favorable  terms,  we may be  required  to  further  reduce our
operations,  forego  business  opportunities,  or take other actions which could
adversely affect our business, results of operations and financial condition. In
addition,  as described in detail in Note 14 above,  the Company and its various
subsidiaries are also involved in litigation,  which if resolved  unfavorably to
us, could have a material  adverse effect on the Company's  business,  financial
condition  and  results  of  operations,  including  our  ability  to  fund  our
operations.

As of September  30, 2002,  we had long-term  debt,  which  consists of a $156.1
million senior secured credit facility, approximately $17.5 million in principal
amount of 10.75%  Unsecured  Convertible  PIK Notes due 2011, and  approximately
$9.6  million of capital  leases.  Debt  service  on the senior  secured  credit
facility includes  approximately $10.3 million in interest expense in 2002, $9.7
million in 2003 and $9.4 million in 2004, on an annualized  basis,  based on the
interest  rate on the facility of 6.22%,  in effect  through  April 11, 2003, as
well as quarterly  amortization and principal reductions which total $0 in 2002,
$1,950,000 in 2003,  and  $9,750,000 in 2004. We have made interest  payments of
approximately  $8.1 million under our senior secured credit  facility during the
nine months ended September 30, 2002. The 10.75% Unsecured Convertible PIK Notes
due 2011 have no cash interest payments, and are not due until 2011. Our capital
leases have $9.4 million due during the remainder of 2002,  and $0.2 million due
for the remainder of their terms.  However,  approximately $8.1 million of these
capital  leases  are  obligations  of  one  of  our  subsidiaries  and  are  not
obligations of the Company. In addition, as of September 30, 2002, CCL had $4.36
million of 6% Convertible  Subordinated Notes  outstanding.  As of September 30,
2002, our current  liabilities  exceed our current assets by  approximately  $96
million.  As of September  30,  2002,  we were in  compliance  with all required
ratios  and  covenants   contained  in  agreements   governing  our  outstanding
indebtedness.

We continue to have  significant  expected  capital  expenditures  following the
implementation  of our modified  business plan. Under our revised business plan,
capital  expenditures have been significantly  reduced from prior levels.  Total
actual  capital  expenditures  for the nine months  ended  September  30,  2002,
described as cash used to purchase fixed assets in our cash flow statement, were
approximately $8.9 million. According to our current plans, capital expenditures
are expected to be approximately $2.5 million for the remainder of 2002 and $9.5
million and $14.2 million in 2003 and 2004,  respectively.  These future capital
expenditures  will depend on a number of factors  relating to our  business,  in
particular the growth level,  geographic  location and services  provided to new
customers  added during these years.  Capital  expenditures in future years will
also  depend on the  availability  of capital  and the  amount of cash,  if any,
generated  by  operations,  which may impact our capital  decisions  relating to
initiatives such as, for example,  network  expansion and the  implementation of
upgrades to our information services platforms.

                                       31


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

For the  first  nine  months  of  2002,  net cash  provided  by  operations  was
approximately $0.7 million. An inability to generate cash from operations and/or
raise additional financing may affect our ability to meet our cash requirements,
which may have an adverse  affect on us, and  potentially  our  viability  as an
ongoing business.

In addition, we are a holding company with no significant assets other than cash
and securities and  investments in, and advances to, our  subsidiaries.  We are,
therefore, likely to be dependent upon receipt of funds from our subsidiaries to
meet our own obligations. However, our subsidiaries' debt agreements prevent the
payment of  dividends,  loans or other  distributions  to us,  except in limited
circumstances.  However,  the limited  permitted  circumstances of distributions
from our subsidiaries  may be sufficient for our operations,  because nearly all
of the uses of funds described above are cash requirements of our subsidiaries.

Our future capital  requirements  will depend on the success of the execution of
our business  plan,  and the amount of capital  required to fund future  capital
expenditures  and  other  working  capital  requirements  that  exceed  net cash
provided by operating  activities.  We anticipate  that we and our  subsidiaries
will not generate  sufficient cash flow from operations to repay at maturity the
entire  principal  amount  of our  outstanding  indebtedness.  In  addition,  we
anticipate that we will seek  modifications or waivers to certain  provisions of
the agreements  governing our  outstanding  indebtedness  in order to be able to
continue to be in compliance with all required ratios and covenants contained in
such  agreements.  In addition,  we anticipate  that we may be required to raise
additional  capital in 2003 in order to fund the capital  expenditures and other
working  capital  requirements  that  exceed  net  cash  provided  by  operating
activities.  Accordingly,  we may be required to consider a number of  measures,
including:  (1) seeking  modifications  or waivers to certain  provisions of the
terms of our indebtedness (2) refinancing all or a portion of our  indebtedness,
(3)  seeking  additional  debt  financing,  which may be  subject  to  obtaining
necessary  lender  consents,  (4)  seeking  additional  equity  financing,   (5)
completing  a  recapitalization  or  restructuring  of  our  indebtedness  (6) a
combination of the foregoing.  The  consideration,  timing and implementation of
such  measures  will depend upon the success of the  execution  of our  business
plan, the amount of capital  required to fund our operations in the future,  and
the terms of any  financings  or other  transactions  that we may  consider.  We
cannot assure you that:

     (a)  actual  costs will not exceed the amounts  estimated  in our  business
          plan or that additional funding will not be required;

     (b)  we will  prevail in our  material  litigation  matters as described in
          Note 14 to the financial statements;

     (c)  we and our subsidiaries will be able to generate  sufficient cash from
          operations  to meet  capital  requirements,  debt  service  and  other
          obligations  when required,  that we will be able to continue to be in
          compliance  with  all  required  ratios  and  covenants  contained  in
          agreements governing our outstanding indebtedness,  or that we will be
          able to modify the requirements or terms of such indebtedness;

     (d)  we will be able to refinance our indebtedness as it comes due;


     (e)  we will be able to sell assets or  businesses  (75% or more of the net
          proceeds  from a sale  may be  required  to be used to  repay  certain
          indebtedness);

     (f)  we will not be adversely affected by interest rate fluctuations; or

     (g)  we will be able to access the cash flow of our subsidiaries.

                                       32


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

The  following  table shows our aggregate  cash  interest  expense and principal
payments  on  our  existing  long  term  debt,   anticipated  estimated  capital
expenditures,  payments on capital leases and other debt, as well as the sources
of funds that we expect to use to meet these cash requirements through 2004.



                                     Three Months
                                        Ended
                                     December 31,
                                         2002          2003       2004                 Source of Funds
                                   ----------------- ---------- ----------- --------------------------------------
                                                (in millions)
                                                                
Cash Interest Expense on                                                    Cash and cash equivalents on hand
  existing Long-term debt(1)          $   2.8        $  10.0     $    9.7   and cash from operations

Estimated Capital                                                           Cash and cash equivalents on hand
  Expenditures(2)                         2.5            9.5         14.2   and cash from operations


Principal Payments on
existing  Long-term debt(3)               4.4           1.95         9.75   For 2002 and 2003, cash and
                                                                            cash  equivalents  on hand  and  cash
                                                                            from operations;
                                                                            for 2004, cash and cash
                                                                            equivalents on hand, cash from
                                                                            operations, and, if required,
                                                                            refinancing sources or other
                                                                            sources of financing(4).

                                                                            Approximately  $8.1  million of these
Payments on Capital Leases                9.4           0.25          --    capital leases are
                                                                            obligations of our subsidiary,
                                                                            MegsINet, Inc. and are not
                                                                            obligations of the Company.
                                                                            for the remaining amounts, cash and
                                                                            cash equivalents on hand and cash
                                                                            from operations (5)
                                        -----         ------      ------
                                        $19.1         $21.70      $33.65
                                        =====         ======      ======

(1)  Our only long term debt that requires  cash interest  expense is our $156.1
     million  senior  secured  credit  facility and $4.4 million 6%  Convertible
     Subordinated  Notes of CCL.  The  interest  expense on our  senior  secured
     credit facility is based on our current interest rate of 6.22%, which is in
     effect through April 11, 2003, and assumes principal reductions as required
     in the facility.

(2)  Future capital  expenditures will depend on a number of factors relating to
     our business,  in  particular  the growth  level,  geographic  location and
     services provided to new customers added during these years.

(3)  Principal  payments  indicated are  amortization  and principal  reductions
     under our senior secured credit  facility.  The 2002 amount  represents the
     outstanding $4.4 million 6% Convertible Subordinated Notes due 2006 of CCL;
     CCL is in default on such notes.


                                       33


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

(4)  Refinancing  sources may include,  for example, a new bank facility used to
     repay these amounts;  other sources of financing may include capital raised
     through  new debt or  equity  financing  or asset  sales.  There  can be no
     assurance that we will be able to refinance our  indebtedness  or raise the
     required funds.

(5)  Approximately  $8.1 million of the capital lease and other debt obligations
     of MegsINet,  Inc. are the subject of current  litigation,  as described in
     the  section  of Part II,  Item I of this  Quarterly  Report  on Form  10-Q
     entitled " Legal Proceedings."



Although we believe that our plans,  intentions and expectations as reflected in
or suggested by these  forward-looking  statements are reasonable as of the date
of this of this  quarterly  report,  we can give no  assurance  that our  plans,
intentions and expectations will be achieved in a timely manner if at all.

Our  outstanding  indebtedness  is described in further detail in the subsequent
paragraphs.

In April 2001,  CCL and the Company  entered into a $156.1  million  Amended and
Restated Credit Agreement with The Chase Manhattan Bank that amends and restates
the term loan  facility and revolving  credit  facility that closed in September
2000. As of September 30, 2002,  there is $106.1 million  outstanding  under the
term loan facility and $50.0  million  outstanding  under the  revolving  credit
facility.  The term loan  facility will  amortize in quarterly  installments  of
principal commencing on December 31, 2003 with a final maturity on September 22,
2008. The revolving  credit  facility  shall be  automatically  and  permanently
reduced in increasing quarterly installments of principal commencing on December
31, 2003 with a termination  date on September 22, 2008.  Total annual principal
payments  are as follows:  $1,950,000  (2003);  $9,750,000  (2004);  $25,350,000
(2005);  $50,700,000  (2006);  $39,000,000 (2007) and $29,350,000 (2008). In the
event that any of the remaining approximately $4.358 million in principal amount
of 6% Convertible  Subordinated Notes not owned by us have not been converted or
refinanced on or prior to April 1, 2006,  then the facilities  become payable in
full on April 1, 2006.  The interest rate on both the term loan facility and the
revolving credit facility is, at our option, either 3.5% per annum plus the base
rate,  which is the higher of the prime rate or the federal funds effective rate
plus 0.5% per annum, or the reserve-adjusted  London Interbank Offered Rate plus
4.5% per annum.  Beginning  October  12,  2001 and ending  April 12,  2002,  the
interest rate was 6.86%.  Beginning  April 13, 2002 and ending October 11, 2002,
the  interest  rate was 6.75%.  Beginning  October 11, 2002 and ending April 11,
2003, the interest rate is 6.22%.  Interest is payable  monthly on the facility.
The commitment  fee on the unused portion of the  commitments is 1.25% per annum
payable  quarterly,  subject to  reduction to 1% per annum based upon the amount
borrowed under the facilities.

In  April  2001,  we and CCL  issued,  as joint  and  several  obligors,  to NTL
Incorporated,  a  convertible  note in the  aggregate  principal  amount  of $15
million.  This note will  mature in April  2011.  Interest  on the note is at an
annual rate of 10.75%  payable  semiannually  on October 15 and April 15 of each
year, commencing October 15, 2001.

                                       34


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

The  interest  is  payable  in  kind by the  issuance  of  additional  unsecured
convertible notes in principal amount equal to the interest payment that is then
due. Additional  unsecured  convertible PIK notes, dated October 15, 2001, April
15,  2002,  and  October  15,  2002  were  issued  in the  principal  amount  of
approximately  $0.8 million,  $0.9 million,  and $0.9 million  respectively,  as
interest payments. The additional notes issued for interest will have an initial
conversion price equal to the greater of $38.90 and 120% of the weighted average
closing price of the Company's  common stock for a specified  period.  The April
2001 note,  the October 2001 note,  the April 2002 and the October 2002 note are
each  convertible  into CCL common stock prior to maturity at a conversion price
of $38.90  per share,  subject  to  adjustment.  Pursuant  to letter  agreements
between us, NTL and CCL, at the  completion  of the  exchange  offers on July 1,
2002, the convertibility  feature of these notes was altered so that rather than
the  notes  being  convertible  into  shares  of  CCL  common  stock,  they  are
convertible into shares of our common stock. At that time, the conversion prices
of these notes was  equitably  adjusted by applying  the  exchange  ratio in the
exchange offer for CCL common stock, which resulted in a new conversion price of
$38.90 per share of our common  stock for each of these  notes.  These notes are
redeemable,  in whole or in part,  at our  option,  at any time after  April 12,
2003, at a redemption price of 103.429% that declines  annually to 100% in April
2007, in each case together with accrued and unpaid  interest to the  redemption
date.

In October  1999,  CCL issued $175 million  principal  amount of 6%  Convertible
Subordinated  Notes, and received net proceeds of $168.5 million. In April 2001,
$10,250,000  aggregate  principal  amount  of these  notes  was  converted  into
approximately  374,000  shares  of  CCL's  common  stock.  As  part  of the  ATX
Communications  recapitalization,  on December 17, 2001, $160 million  principal
amount of the 6%  Convertible  Subordinated  Notes were  exchanged for 1,456,806
common  shares of our common stock and the payment of the October 2001  interest
payment of approximately  $4.8 million.  The exchange offer that was launched in
February 2002 for the 6% Convertible Subordinated Notes was an offer to exchange
the remaining $4.75 million principal amount of the 6% Convertible  Subordinated
Notes not owned by us for an aggregate amount of approximately  43,248 shares of
our common  stock and  $142,500  in cash.  On July 1, 2002,  $392,000  principal
amount of the 6% Convertible  Subordinated Notes were exchanged for 3,569 shares
of our common stock and a cash payment of  approximately  $12,000,  representing
the past-due  interest  payment that was due on the notes on April 1, 2002.  The
April 1 and October 1, 2002 interest  payments on the outstanding 6% Convertible
Subordinated  Notes  have not been  paid and CCL is in  default  under the these
notes.

On August 13, 2002, the Company (on behalf of its affiliates) issued a demand to
WorldCom,   Inc.  for  payment  of  approximately  $8.1  million,   representing
approximately  $5.4  million in deposits for  services  and  approximately  $2.7
million in carrier access billing charges owed. On July 21, 2002, WorldCom filed
a voluntary petition for reorganization  under Chapter 11 of the U.S. Bankruptcy
Code. On September 18, 2002, WorldCom sent correspondence to the Company denying
the Company's claims and alleging that the Company (through its affiliates) owes
WorldCom  approximately  $5.9  million.  The  parties are  currently  engaged in
discussions to resolve these claims. The Company intends to aggressively  pursue
its claims against WorldCom.  However,  it is not presently  possible to predict
how these  matters will be  resolved.  We do not believe  Worldcom's  bankruptcy
filing will materially impact our ability to conduct our business operations.

                                       35


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

ATX Communications Recapitalization

On December  28, 2001,  we completed  the exchange of shares of our common stock
for  substantial  amounts of the outstanding  indebtedness  of CCL,  substantial
amounts of our outstanding  indebtedness as co-obligors  with CCL and all of the
outstanding  preferred  stock  of CCL.  This  exchange  was  completed  under an
exchange agreement with CCL and

     (1)  holders of 10.75% Unsecured  Convertible PIK Notes due 2011 and 10.75%
          Senior  Unsecured  Convertible PIK Notes due 2010,  which were a joint
          obligation of the Company and CCL, in the initial principal amounts of
          $10,000,000 and $16,100,000, respectively,

     (2)  the holders of Senior Unsecured Notes due September 29, 2003 of CCL in
          the principal amount of $105.7 million, and

     (3)  the holders of all of the preferred  stock of CCL, with respect to the
          initial liquidation preference of $301 million.

On February 8, 2002, we launched  registered  public  exchange offers whereby we
offered  to  exchange  our shares of common  stock to all  holders of CCL common
stock and all remaining holders of 6% Convertible Subordinated Notes due 2006 of
CCL for their CCL common  stock and their  notes,  respectively.  An  additional
$392,000  principal amount of 6% Convertible  Subordinated Notes were exchanged.
We completed the exchange offer on July 1, 2002, and issued  3,610,624 shares of
common  stock to the  former  holders  of CCL  common  stock and  holders  of 6%
Convertible  Subordinated  Notes due 2006 of CCL.  Following the exchange offer,
the Company  transferred  the shares of CCL common stock that we received in the
exchange offer to a wholly-owned subsidiary. We then merged this subsidiary into
CCL, with CCL surviving the merger as a wholly-owned subsidiary of the Company.

Contractual Obligations and Commercial Commitments

On January 22, 2002,  the  Securities  and  Exchange  Commission  issued  FR-61,
Commission  Statement  about  Management's  Discussion and Analysis of Financial
Condition  and  Results of  Operations.  The  release  sets  forth  views of the
Securities  and  Exchange  Commission   regarding   disclosure  that  should  be
considered  by   registrants.   Our   contractual   obligations  and  commercial
commitments  are  summarized  below,  and are  fully  disclosed  in the Notes to
Consolidated Financial Statements.

                                       36


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

The  following  table  includes  aggregate  information  about  our  contractual
obligations as of September 30, 2002 and the periods in which payments are due:



                                                                      Payments Due by Period
                                                  --------------------------------------------------------------
Contractual                                                     Less than 1     1-3         4-5         After 5
Obligations                                         Total          Year        Years       Years         Years
-----------                                       --------------------------------------------------------------
                                                                          (in thousands)
                                                                                         
Long-Term Debt (1)                                $ 177,949       $ 4,358     $23,400     $93,600       $56,591
Capital Lease Obligations                             9,606         9,362         244          --            --
Operating Leases                                     31,029         7,617      10,955       8,742         3,715
Unconditional Purchase Obligations                     None            --          --          --            --
Other Long-Term Obligations....                        None            --          --          --            --
                                                  --------------------------------------------------------------
Total Contractual Cash Obligations                $ 218,584       $21,337     $34,599    $102,342       $60,306
                                                  ==============================================================


(1) Long-term debt includes the senior secured credit facility of  $156,100,000,
    10.75% Unsecured Convertible PIK Notes due April 2011 of $17,491,000, which,
    including accrued PIK interest and CCL's 6% Convertible  Subordinated  Notes
    due 2006 of $4,358,000.



The  following  table  includes  aggregate   information  about  our  commercial
commitments  as of September 30, 2002 and the periods in which payments are due.
Commercial  commitments  are  items  that we  could be  obligated  to pay in the
future. They are not required to be included in the consolidated balance sheet.



                                                                     Amount of Commitment
                                                                     Expiration Per Period
                                                  ------------------------------------------------------------
Other Commercial                                 Total Amounts  Less than 1     1 - 3       4 - 5     Over 5
Commitments                                        Committed       Year         Years       Years      Years
----------------                                  --------------------------------------------------------------
                                                                        (in thousands)
                                                                                        
Guarantees                                        $    None       $    --      $   --     $    --      $     --
Lines of Credit                                        None            --          --          --            --
Standby Letters of Credit                             2,169         2,169          --          --            --
Standby Repurchase Obligations                         None            --          --          --            --
Other Commercial Commitments. (1)                     5,661         5,661          --          --            --
                                                  --------------------------------------------------------------
Total Commercial Commitments.                     $   7,830        $7,830      $   --     $    --      $    --
                                                  ==============================================================


(1) Fiberstream Inc.'s obligations to the City of New York have been excluded.




                                       37


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

Consolidated Statement of Cash Flows

For the nine months  ended  September  30,  2002,  cash  provided  by  operating
activities  was $735,000 in comparison  to cash used in operating  activities of
$33,448,000  for the nine months ended  September  30, 2001.  The change in cash
flow is primarily due to the implementation of our revised business plan.

For the nine months ended September 30, 2002, cash used to purchase fixed assets
increased to $8,861,000  from  $4,243,000 in the nine months ended September 30,
2001, which reflects increased purchases of operating equipment.

Proceeds from  borrowings,  net of financing  costs, of $88,679,000 was from the
borrowings  under the senior secured  credit  facility in January 2001 and April
2001 and the issuance of the 10.75% senior unsecured  convertible notes in April
2001.


                                       38


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

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

Certain statements  contained herein,  specifically  excluding references to the
exchange offers, constitute "forward-looking statements" as that term is defined
under the Private  Securities  Litigation  Reform Act of 1995. When used herein,
the words,  "believe,"  "anticipate,"  "plan," "will,"  "expects,"  "estimates,"
"projects,"  "positioned,"  "strategy,"  and similar  expressions  identify such
forward-looking  statements.  All  references  in this Safe Harbor legend to the
Company shall be deemed to include ATX  Communications  and its subsidiaries and
affiliates.  Such  forward-looking  statements  involve known and unknown risks,
uncertainties  and other factors that may cause the actual results,  performance
or achievements of the Company, or industry results, to be materially  different
from those contemplated,  projected,  forecasted, estimated or budgeted, whether
expressed or implied, by such forward-looking  statements.  Such factors include
the following:  the Company's ability to obtain trade credit shipments and terms
with vendors and service providers for current orders;  the Company's ability to
maintain  contracts  that are  critical  to its  operations;  potential  adverse
developments  with respect to the Company's  liquidity or results of operations;
adverse developments in commercial disputes or legal proceedings,  including the
pending any future  litigation with Verizon;  the Company's  ability to fund and
execute  its  business  plan;  the  Company's  ability  to  attract,  retain and
compensate key executives  and employees;  the Company's  ability to attract and
retain  customers;  general economic and business  conditions;  industry trends;
technological  developments;  the  Company's  ability to  continue to design and
build  its  network,  install  facilities,  obtain  and  maintain  any  required
governmental licenses or approvals and finance construction and development, all
in  a  timely  manner,  at  reasonable  costs  and  on  satisfactory  terms  and
conditions;  assumptions about customer acceptance,  churn rates, overall market
penetration and competition from providers of alternative  services;  the impact
of  restructuring   and  integration   actions;   the  impact  of  new  business
opportunities   requiring   significant  up-front   investment;   interest  rate
fluctuations;  and  availability,  terms and deployment of capital.  The Company
assumes no obligation to update the forward-looking  statements contained herein
to  reflect  actual  results,  changes  in  assumptions  or  changes  in factors
affecting such statements.


                                       39


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

ITEM 3. Quantitative and Qualitative Disclosure About Market Risk

The SEC's rule related to market risk  disclosure  requires that we describe and
quantify  our   potential   losses  from  market  risk   sensitive   instruments
attributable  to  reasonably  possible  market  changes.  Market risk  sensitive
instruments  include all financial or commodity  instruments and other financial
instruments,  such as investments and debt, that are sensitive to future changes
in interest rates,  currency  exchange rates,  commodity  prices or other market
factors.  We are not exposed to market  risks from  changes in foreign  currency
exchange  rates  or  commodity  prices.  We do  not  hold  derivative  financial
instruments nor do we hold securities for trading or speculative purposes. Under
our current  policies,  we do not use interest rate  derivative  instruments  to
manage our exposure to interest rate changes.

The  fair-market  value of  long-term  fixed  interest  rate debt is  subject to
interest rate risk.  Generally the fair market value of fixed interest rate debt
will increase as interest  rates fall and decrease as interest  rates rise.  The
carrying amount of the variable rate senior secured credit facility approximates
the fair value.  The fair value of our other notes payable are  estimated  using
discounted cash flow analyses,  based on our current incremental borrowing rates
for similar types of borrowing arrangements.



                                                 Interest Rate Sensitivity
                                                   As of September, 2002

                                           Principal Amount by Expected Maturity
                                                   Average Interest Rate

                       October 1,
                         2002 to              For the Years Ending December 31
                       December 31,   ----------------------------------------------------                 Fair Value
                           2002        2003       2004     2005       2006      Thereafter     Total        9/30/02
                      ---------------------------------------------------------------------------------------------------
                                                                (in thousands)
                                                                                   
Long-term debt,
  including current
  portion:
Fixed rate               $ 4,358      $   --      $   --   $    --    $    --     $47,525(a)   $ 51,883    $ 21,775
Average interest rate       6.00%                                                   10.75%
Variable rate            $    --      $1,950      $9,750   $25,350    $50,700     $68,350      $156,100    $156,100
Average interest rate
                                      Libor +     Libor +  Libor +    Libor +     Libor +
                                      4.5% or     4.5% or  4.5% or    4.5% or     4.5% or
                                      base rate   base     base rate  base rate   base rate
                                                  rate
                                      + 3.5%      + 3.5%   + 3.5%     + 3.5%      + 3.5%


(a) Represents the value at maturity of 10.75%  Unsecured  Convertible PIK Notes due April 2011.




                                       40


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

ITEM 4. CONTROLS AND PROCEDURES

     (a)  Evaluation  of  Disclosure   Controls  and   Procedures  -  Under  the
          supervision and with the  participation  of our management,  including
          our principal  executive officer and principal  financial officer,  we
          have evaluated the effectiveness of the Company's  disclosure controls
          and  procedures  (as  such  term is  defined  in Rules  13a-14(c)  and
          15d-14(c)  under the Securities  Exchange Act of 1934, as amended (the
          "Exchange  Act")) as of a date within 90 days prior to the filing date
          of this  quarterly  report  (the  "Evaluation  Date").  Based  on such
          evaluation,  such officers have  concluded  that, as of the Evaluation
          Date, the Company's  disclosure  controls and procedures are effective
          in alerting them on a timely basis to material information relating to
          the Company (including its consolidated  subsidiaries)  required to be
          included  in the  Company's  reports  filed  or  submitted  under  the
          Exchange Act.

     (b)  Changes in Internal  Controls - Since the Evaluation  Date, there have
          not been any significant changes in the Company's internal controls or
          in other factors that could significantly affect such controls.

                                       41


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company  purchases  goods and services  from a wide variety of vendors under
contractual  and other  arrangements  that  sometimes  rise to litigation in the
ordinary  course of business.  The Company also provides goods and services to a
wide range of customers under  arrangements that sometimes lead to disputes over
payment, performance and other obligations.  Some of these disputes,  regardless
of their merit, could subject the Company to costly litigation and the diversion
of the attention of its technical and/or management personnel. Additionally, any
liability  from  litigation  that is not covered by the  Company's  insurance or
exceeds  its  coverage  could have a material  adverse  effect on the  Company's
business,  financial  condition  and/or  results of  operation.  Currently,  the
Company (and/or its subsidiaries) has the following outstanding matters,  which,
if resolved  unfavorably,  could have a material adverse effect on the Company's
business, financial condition and/or results of operations:

     o    On August 12,  2002,  Verizon  and  several of its other  subsidiaries
          filed a complaint in the United States District Court for the District
          of Delaware  against the  Company and several of its  indirect  wholly
          owned  subsidiaries  seeking  payment  of  approximately  $37  million
          allegedly owed to Verizon under various  contracts between Verizon and
          the Company  and its  subsidiaries  and under  state and federal  law.
          Verizon also asked the Court to issue a declaratory ruling that it has
          not violated the antitrust laws.

          The  defendants  believe  that they have  meritorious  defenses to the
          complaint,  and further,  that the amounts owed are substantially less
          than the amounts claimed by Verizon.  For example,  defendants believe
          the figure specified in the complaint includes payments that have been
          made by the  defendants  to  Verizon  in  excess  of $14  million  and
          disputes in excess of $10 million for which  Verizon  owes  credits to
          the  defendants.  The  defendants  have  filed an answer to  Verizon's
          complaint denying Verizon's claims, in part, and have asserted various
          counterclaims, including claims seeking treble damages against Verizon
          for  violating  the  antitrust  laws.  Defendants  have also  moved to
          dismiss  Verizon's  request for  declaratory  ruling on the  antitrust
          claims,  which Verizon has opposed.  This action is in its preliminary
          pleading  stages.  The  defendants  intend  to  pursue  all  available
          remedies  and  counterclaims  and  to  defend  themselves  vigorously.
          However,  the  defendants  cannot be certain how or when these matters
          will be resolved or the outcome of the litigation.

                                       42


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

     o    On  March  7,  2002,   CoreComm   Massachusetts,   Inc.,  an  indirect
          wholly-owned  subsidiary of the Company,  initiated litigation against
          Verizon  New  England  d/b/a  Verizon  Massachusetts  in  the  Suffolk
          Superior Court, Massachusetts, alleging breach of contract and seeking
          a temporary restraining order against Verizon Massachusetts.  On April
          1, 2002, Verizon filed its answer to CoreComm Massachusetts' complaint
          and filed counterclaims  seeking payment of approximately $1.2 million
          allegedly   owed  by  CoreComm   Massachusetts   under  the   parties'
          interconnection  agreement and Verizon's  tariffs.  On April 10, 2002,
          CoreComm  Massachusetts  filed an  answer  denying  Verizon's  claims.
          During  the  course  of  discovery,   Verizon  conceded  that  it  had
          over-billed  CoreComm  Massachusetts by approximately  $800,000.  As a
          result, CoreComm Massachusetts amended its complaint to include claims
          against  Verizon  for  unfair  and  deceptive  acts  or  practices  in
          violation of Massachusetts'  fair trade practice laws. Verizon amended
          its  complaint to specify a revised  claim of $1.1  million.  CoreComm
          Massachusetts  intends to pursue all available claims and defenses and
          to defend itself vigorously.  However, it is not presently possible to
          predict  how these  matters  will be  resolved.  On  November 1, 2002,
          CoreComm  Massachusetts  notified its customers in  Massachusetts  and
          state and federal regulators that CoreComm  Massachusetts  would cease
          providing  telephone services in Massachusetts on or about December 2,
          2002.  CoreComm  Massachusetts'  operations  in  Massachusetts  do not
          represent a material  component of the  Company's  operations  and the
          Company does not believe that its withdrawal from providing  telephone
          services in  Massachusetts  will have a material adverse affect on the
          Company's business, financial condition and/or results of operations.

     o    CoreComm  Newco,  Inc.,  an indirect,  wholly owned  subsidiary of the
          Company,  is currently in litigation  with Ameritech  Ohio, a supplier
          from whom it purchases  telecommunications products and services, over
          the adequacy of Ameritech's  performance under a 1998 contract between
          CoreComm  Newco and Ameritech,  and related  issues.  This  litigation
          began in June 2001 when  Ameritech  threatened to stop  processing new
          orders  following  CoreComm  Newco's  exercise  of its right under the
          contract to withhold payments for Ameritech's performance failures. In
          response to this threat,  CoreComm  Newco sought and received an order
          from an official of the Public  Utilities  Commission  of Ohio barring
          Ameritech from refusing to process new CoreComm Newco service  orders.
          Ameritech has appealed that order to the PUCO and that appeal is still
          pending.

          On July 5, 2001, Ameritech filed a claim with the PUCO seeking payment
          from CoreComm Newco of approximately  $8,600,000  allegedly owed under
          the  contract.  On  August 8,  2001,  Ameritech  filed a second  claim
          against  CoreComm  Newco in Ohio state  court,  seeking an  additional
          approximately  $4,300,000 in allegedly improperly withheld amounts. On
          August 28,  2001,  CoreComm  Newco  exercised  its right to remove the
          state court claim to the United States District Court for the Northern
          District of Ohio, and the parties then  stipulated to a  consolidation
          of both of Ameritech's  claims in the United States District Court. To
          consolidate  the two claims,  on October 9, 2001,  Ameritech  filed an
          amended complaint in the United States District Court, seeking a total
          of approximately $14,400,000.

                                       43


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

          On December 26, 2001,  CoreComm  Newco filed its answer to Ameritech's
          amended complaint and simultaneously filed three counterclaims against
          Ameritech  and some of its  affiliates,  alleging  breach of contract,
          antitrust violations,  and fraudulent or negligent  misrepresentation.
          In lieu  of  filing  an  answer  to  CoreComm  Newco's  counterclaims,
          Ameritech  filed a series of  motions  on March 25,  2002,  asking the
          Court to dismiss several of CoreComm Newco's  counterclaims.  On April
          17, 2002, CoreComm Newco filed its opposition to Ameritech's  requests
          for dismissal.  On July 25, 2002, the district court issued a decision
          denying  Ameritech's  motion to dismiss and upholding CoreComm Newco's
          right  to  proceed  with  its   antitrust,   breach  of  contract  and
          misrepresentation claims against all counter-defendants.

          The Company  believes that CoreComm Newco has meritorious  defenses to
          Ameritech's  amended  complaint,  and that  the  amount  currently  in
          dispute  is  substantially  less than the  $14.4  million  claimed  in
          Ameritech's  amended complaint.  For example,  the figure specified in
          Ameritech's  complaint does not account for (a) more than $4.1 million
          in refunds that Ameritech contends it has already credited to CoreComm
          Newco's accounts since the filing its complaint, and (b) payments that
          were made by CoreComm  Newco in the ordinary  course after the time of
          Ameritech's submission.  However, the Company cannot be certain how or
          when the matter will be resolved.  The Company also believes  that, to
          the extent  Ameritech  prevails  with  respect  to any of its  claims,
          Ameritech's  award may be offset in whole or in part by  amounts  that
          CoreComm  Newco  is  seeking  to  obtain  from  Ameritech   under  its
          counterclaims. CoreComm Newco intends to pursue all available remedies
          and to defend  itself  vigorously.  However,  it is impossible at this
          time to predict the outcome of the litigation.

     o    On December 3, 2001,  General  Electric  Capital  Corp.  filed a civil
          lawsuit in the Circuit Court of Cook County,  Illinois against CCL and
          MegsINet,  Inc.,  an  indirect  subsidiary  of  the  Company,  seeking
          approximately  $8 million in allegedly past due amounts and the return
          of equipment under a capital  equipment lease agreement between Ascend
          and  MegsINet.  GECC is seeking all amounts  allegedly  owed under the
          lease as well as repossession of the equipment.  On February 19, 2002,
          the defendants filed a motion to dismiss several of GECC's claims.  In
          response,  GECC  withdrew  its original  complaint  and on May 1, 2002
          filed  an  amended  complaint  naming  the  Company  as an  additional
          defendant.  On June 5,  2002,  defendants  filed a motion  to  dismiss
          and/or stay plaintiff's civil complaint,  plaintiffs filed a reply and
          the court is scheduled to issue a ruling on  defendants'  motion on or
          about November 23, 2002.

          Concurrently,  on April 12, 2002, GECC filed a second complaint in the
          Circuit Court of Cook County,  Illinois against MegsINet,  CCL and the
          Company seeking a court order allowing it to take  repossession of its
          alleged  equipment.  On September 24, 2002,  the Court issued an order
          granting GECC's request for repossession of the equipment and MegsINet
          is  complying  with  the  Court's  order  by  allowing  GECC  to  take
          possession of the equipment, which has not and is not expected to have
          any material impact on the Company's business or operations. The civil
          action  between  the  parties is  currently  in the  discovery  phase.
          Defendants  intend to defend  themselves  vigorously and to pursue all
          available claims and defenses.  However, it is impossible at this time
          to predict the outcome of the litigation.

                                       44


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

     o    On May  25,  2001,  KMC  Telecom,  Inc.  and  some  of  its  operating
          subsidiaries  filed an action in the Supreme Court of New York for New
          York County against CCL, Cellular Communications of Puerto Rico, Inc.,
          CoreComm New York, Inc. and MegsINet. On that same date, KMC filed the
          same cause of action in the  Circuit  Court of Cook  County,  IL. Upon
          defendant's  Motion  to Stay  the New  York  action,  KMC  voluntarily
          dismissed  the  Illinois   litigation  and  the  matter  is  currently
          proceeding in New York. KMC contends that it is owed  approximately $2
          million,   primarily   in  respect  of   alleged   early   termination
          liabilities,  under a services  agreement and a co-location  agreement
          with  MegsINet.  The  defendants  have  denied  KMC's  claims and have
          asserted  that the  contracts  at issue  were  signed  without  proper
          authorization, that KMC failed to perform under the alleged contracts,
          and that the termination penalties are not enforceable. The defendants
          have served discovery and intend to defend  themselves in coordination
          with one of their insurance  carriers.  On March 27, 2002,  certain of
          the defendants  initiated litigation against several former principals
          of MegsINet seeking  indemnification  and  contribution  against KMC's
          claims.

     o    On August 13, 2002, the Company (on behalf of its affiliates) issued a
          demand to WorldCom,  Inc. for payment of  approximately  $8.1 million,
          representing  approximately  $5.4 million in deposits for services and
          approximately  $2.7 million in carrier access billing charges owed. On
          July 21, 2002,  WorldCom filed a voluntary petition for reorganization
          under Chapter 11 of the U.S.  Bankruptcy  Code. On September 18, 2002,
          WorldCom  sent  correspondence  to the Company  denying the  Company's
          claims and alleging  that the Company  (through its  affiliates)  owes
          WorldCom approximately $5.9 million. The parties are currently engaged
          in   discussions  to  resolve  these  claims.   The  Company   intends
          aggressively  pursue its claims against WorldCom.  However,  it is not
          presently  possible to predict how these matters will be resolved.  We
          do not believe Worldcom's bankruptcy filing will materially impact our
          ability to conduct our business operations.

     o    On September 24, 2002, GATX  Technologies,  Inc., known as GATX, filed
          an  action in the  Thirteenth  Judicial  Circuit  in  Florida  against
          CoreComm - Voyager,  Inc., an indirect wholly-owned  subsidiary of the
          Company, seeking recovery of amounts claimed to be owed under schedule
          one of a master equipment lease  originally  entered into between 3Com
          Corporation and CoreComm - Voyager's  predecessor in interest totaling
          approximately  $150,000. On October 21, 2002, CoreComm - Voyager moved
          to dismiss GATX's action for lack of  jurisdiction.  The motion is now
          pending  with the Court.  Since the  filing of the motion to  dismiss,
          GATX has initiated settlement  discussions with  CoreComm-Voyager.  On
          October 28, 2002,  3Com  Corporation,  known as 3Com,  filed an action
          against the Company in the Court of Common Pleas,  Montgomery  County,
          Pennsylvania seeking payment of approximately  $900,000 under a master
          equipment  lease and three lease  schedules  originally  entered  into
          between 3Com and the predecessor in interest to CoreComm-Voyager, Inc.
          Pursuant  to  corporate  guaranty  and  payment  agreements  with GATX
          Technologies,  Inc.,  3Com is asserting  subrogation  rights to GATX's
          claims  under the master lease and  schedules,  excepting a portion of
          schedule one.  Should either action  proceed  further,  the defendants
          will defend  themselves  vigorously  and pursue all available  claims.
          However, it is not possible at this time to predict how or when either
          of these matters will be resolved.

                                       45


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

     o    On March 1, 2002, Easton Telecom Services, LLC., referred to as Easton
          LLC,  initiated  litigation  in the Northern  District of Ohio against
          CoreComm  Internet  Group,  Inc.  asserting  that  Easton  LLC  is the
          assignee of several rights of Easton Telecom Services,  Inc., referred
          to as Easton Inc., under an asset purchase  agreement approved as part
          of the bankruptcy disposition of Teligent, Inc., and demanding payment
          of approximately  $4.9 million,  primarily in respect of alleged early
          termination  penalties,  for  telecommunications  services purportedly
          provided  under  alleged   contracts   between  Easton  and  MegsINet.
          Subsequently,  on April 18, 2002,  and August 8, 2002,  Easton amended
          its complaint to name Voyager Information Networks, Inc. and MegsINet,
          as additional  defendants in the matter and  increasing  the amount in
          dispute to  approximately  $5.1 million.  On May 7, 2002,  defendants'
          filed their answer  denying  Easton LLC's  allegations  and  asserting
          multiple defenses,  including defenses challenging the validity of the
          alleged  contracts and plaintiffs claim to alleged damages.  On August
          23,  2002,  the Court  issued  an order  dismissing  approximately  $4
          million of Easton's claims as invalid. Easton has subsequently alleged
          additional damages of approximately $1 million in lost profits,  for a
          revised total claim of approximately  $2 million.  Upon the conclusion
          of a jury trial which ended on  November  8, 2002,  Easton  obtained a
          judgment  against the  defendants  in the total amount of  $1,085,000.
          Although the defendants believe that they have a solid basis to appeal
          the jury's decision, they are currently assessing their rights in this
          regard and have not yet determined how they will proceed.

     o    On June 7, 2002, the Board of Revenue and Finance of the  Commonwealth
          of  Pennsylvania  issued an order granting in part and denying in part
          the   Company's   petition  for  review  of  a  decision  by  a  lower
          administrative  authority  relating to the Company's alleged liability
          for sales and use tax for the period  September  1, 1997  through July
          31, 2000.  Pursuant to the June 7 order, the Company has been assessed
          sales and use tax for the period at issue in the  amount of  $631,429,
          all of which is accrued. On July 8, 2002, the Company filed a petition
          for  review  of  the  board's  order  in  the  Commonwealth  Court  of
          Pennsylvania  seeking  a  further  reduction  of the  assessment.  The
          Company  believes  that  it has  meritorious  defenses  and  that  the
          assessment  should be reduced;  however it is not  possible to predict
          how this matter will be resolved.

                                       46


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At  a  special   stockholder   meeting  held  on  July  11,  2002,  the
         stockholders of the Company  unanimously  approved a change of the name
         of the Registrant from "CoreComm Holdco,  Inc." to "ATX Communications,
         Inc." The name change was made effective on July 15, 2002.


ITEM 5. OTHER INFORMATION

     (a)  In connection with the ATX Communications recapitalization, on July 2,
          2002,  Nasdaq  transferred CCL's listing on The Nasdaq National Market
          to the Company.  On May 16, 2002, Nasdaq provided CCL with notice of a
          Nasdaq  Staff  Determination  indicating  that CCL  common  stock  was
          subject to delisting from the Nasdaq  National  Market because CCL did
          not comply with the minimum bid price and the minimum  market value of
          publicly held shares requirements for continued listing. On August 15,
          2002, the Nasdaq Listing  Qualifications  Panel issued its decision to
          delist the Company's  common stock.  On August 16, 2002, the Company's
          Common stock began trading on the OTC Bulletin Board.  The Company had
          requested a review of the Panel's  decision by the NASDAQ  listing and
          Hearing Review  Council and on October 26, 2002,  the Listing  Council
          affirmed the Panel's decision to delist the Company's common stock.

          The  delisting  of our common stock from the Nasdaq  National  Market,
          could,  among  other  things,  have a negative  impact on the  trading
          activity  and  price  of the  common  stock  and  could  make  it more
          difficult for us to raise equity capital in the future.

     (b)  On July 31, 2002,  we entered into  definitive  employment  agreements
          with Thomas J. Gravina,  our President and Chief Executive Officer and
          Michael A. Peterson,  our Executive  Vice-President,  Chief  Financial
          Officer and Chief Operating  Officer  reflecting the terms  previously
          disclosed.

                                       47


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          None.

     (b)  Reports on Form 8-K.

          During the quarter ended September 30, 2002, ATX Communications  filed
          the following reports on Form 8-K:

          (i)  Report dated July 1, 2002,  reporting under Item 5, Other Events,
               that  CCL  has  completed  its  two-phase  recapitalization  plan
               announced  October  31,  2001 and as a result,  CoreComm  Holdco,
               Inc., a Delaware  corporation and former wholly-owned  subsidiary
               of Limited, has become the parent company and sole stockholder of
               Limited.

          (ii) Report dated July 15, 2002, reporting under Item 5, Other Events,
               that CoreComm  Holdco,  Inc.  announced that it has completed the
               process to change the name of the company to ATX  Communications,
               Inc.

          (iii)Report dated July 30, 2002,  reporting  under Item 9,  Regulation
               FD  Disclosure,  stated  that  ATX  Communications  applauds  the
               decision  on the US District  Court in  Cleveland  upholding  its
               anti-trust and  misrepresentation  claims against  Ameritech Ohio
               and Ameritech's  Texas-based parent company,  SBC Communications,
               Inc.

          (iv) Report  dated  August  14,  2002,  reporting  under Item 5, Other
               Events, ATX Communications, Inc. has demanded millions of dollars
               of credits from Verizon and that it will aggressively  pursue all
               legal  remedies  for  improperly  billed  charges  to which it is
               entitled under its interconnection agreement and applicable law.

          (v)  Report  dated of August  14,  2002,  reporting  under Item 9, ATX
               Communications will be filing the CEO and CFO certifications with
               respect to the Company's  quarterly  report for the quarter ended
               June 30.

          (vi) Report  dated  August  16,  2002,  reporting  under  Item 9,  ATX
               Communications  issued  a press  release  announcing  that it has
               received  notification  from the  Nasdaq  Listing  Qualifications
               Panel that its has denied ATX's request for the continued listing
               on the Nasdaq  National  Market and that its common stock will be
               delisted at the opening of business on August 16, 2002.

          (vii)Report  dated  August  28,  2002,  reporting  under  Item 5,  ATX
               Communications  issued  a press  release  announcing  that it has
               entered into a binding  agreement with Verizon that satisfies its
               alleged  obligations  regarding  Verizon's pending and threatened
               litigation in Pennsylvania and New Jersey.

                                       48


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

          (viii) Report  dated  August  28,  2002,  reporting  under Item 7, ATX
               Communications  announced  that  it has  entered  into a  binding
               agreement  with Verizon that  satisfies  its alleged  obligations
               regarding   Verizon's   pending  and  threatened   litigation  in
               Pennsylvania  and  New  Jersey.  The  agreement  resolves  all of
               Verizon's embargo and service termination threats.


No financial statements were filed with these reports.


                                       49


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

                                   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.




                                             ATX COMMUNICATIONS, INC.



Date:    November 14, 2002                   By: /s/ Michael A. Peterson
                                             ---------------------------
                                             Michael A. Peterson
                                             Executive Vice President -
                                             Chief Operating Officer and
                                             Chief Financial Officer



Date:    November 14, 2002                   By: /s/ Neil Peritz
                                             --------------------------
                                             Neil Peritz
                                             Senior Vice President - Controller
                                             and Treasurer
                                             (Principal Accounting Officer)


                                       50


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

Certification of Principal Executive Officer required by SEC Rule 13a-14 (17 CFR
                 240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14)

I, Thomas J. Gravina, certify that:

     1.   I  have   reviewed  this   quarterly   report  on  Form  10-Q  of  ATX
          Communications, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

                                       51



            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:    November 14, 2002                  By: /s/ Thomas J. Gravina
                                            -------------------------
                                            Thomas J. Gravina
                                            President - Chief Executive Officer


                                       52


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

Certification of Principal Financial Officer required by SEC Rule 13a-14 (17 CFR
                 240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14)


I, Michael A. Peterson, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of ATX  Communications,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

                                       53


            ATX Communications, Inc. (formerly CoreComm Holdco, Inc.)

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:    November 14, 2002                         By: /s/ Michael A. Peterson
                                                   -------------------------
                                                   Michael A. Peterson
                                                   Executive Vice President -
                                                   Chief Operating Officer and
                                                   Chief Financial Officer


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