TIME WARNER TELECOM INC, S-1, 1998-04-06

TIME WARNER TELECOM INC
S-1, 1998-04-06

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998
REGISTRATION NO. 333-
________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

TIME WARNER TELECOM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 4813 84-1452416
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

5700 S. QUEBEC STREET
GREENWOOD VILLAGE, CO 80111
(303) 566-1000
(ADDRESS, INCLUDING EACH ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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DAVID J. RAYNER
VICE PRESIDENT, FINANCE
TIME WARNER TELECOM INC.
5700 S. QUEBEC STREET
GREENWOOD VILLAGE, CO 80111
(303) 566-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

------------------------

COPIES TO:
<TABLE>
<S> <C> <C>
WILLIAM P. ROGERS, JR. PETER R. HAJE FAITH D. GROSSNICKLE
CRAVATH, SWAINE & MOORE EXECUTIVE VICE PRESIDENT, SECRETARY SHEARMAN & STERLING
WORLDWIDE PLAZA AND GENERAL COUNSEL 599 LEXINGTON AVENUE
825 EIGHTH AVENUE TIME WARNER INC. NEW YORK, N.Y. 10022-6069
NEW YORK, N.Y. 10019-7415 75 ROCKEFELLER PLAZA (212) 848-4000
(212) 474-1270 NEW YORK, N.Y. 10019
(212) 484-8000
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AGGREGATE AMOUNT AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED TO BE REGISTERED PRICE PER UNIT PRICE(1) REGISTRATION FEE(1)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$.01 per share.................. $-- $-- $ 175,000,000 $ 51,625
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

________________________________________________________________________________

<PAGE>

<PAGE>
EXPLANATORY NOTE

THIS REGISTRATION STATEMENT CONTAINS TWO FORMS OF PROSPECTUS: ONE TO BE
USED IN CONNECTION WITH AN OFFERING OF THE REGISTRANT'S CLASS A COMMON STOCK IN
THE UNITED STATES AND CANADA (THE 'U.S. PROSPECTUS'), AND ONE TO BE USED IN A
CONCURRENT OFFERING OF THE REGISTRANT'S CLASS A COMMON STOCK OUTSIDE THE UNITED
STATES AND CANADA (THE 'INTERNATIONAL PROSPECTUS' AND TOGETHER WITH THE U.S.
PROSPECTUS, THE 'PROSPECTUSES'). THE PROSPECTUSES ARE IDENTICAL EXCEPT FOR THE
FRONT COVER PAGE. THE U.S. PROSPECTUS IS INCLUDED HEREIN AND IS FOLLOWED BY THE
ALTERNATE FRONT COVER PAGE TO BE USED IN THE INTERNATIONAL PROSPECTUS. THE
ALTERNATE PAGE FOR THE INTERNATIONAL PROSPECTUS INCLUDED HEREIN IS LABELED
'ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS.' FINAL FORMS OF EACH PROSPECTUS
WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER RULE 424(b) OF
THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED APRIL 3, 1998

[LOGO]

CLASS A COMMON STOCK

------------------------

All of the Shares of Class A Common Stock offered hereby are being sold
by the Company. Of the Shares of Class A Common Stock being offered
hereby, Shares are being offered initially in the United States and
Canada by the U.S. Underwriters and Shares are being offered
initially outside the United States and Canada by the International
Underwriters. See 'Underwriters.' Prior to the Stock Offering, there
has been no public market for the Class A Common Stock of the
Company. It is currently estimated that the initial public
offering price per Share will be between $ and $ . See
'Underwriters' for a discussion of the factors considered in
determining the initial public offering price.

Concurrently with the Stock Offering, the Company will make a public offering of
$ million principal amount of its % Senior Notes Due . The
closing of the Notes Offering is conditioned upon the closing of the Stock
Offering, but the closing of the Stock Offering is not conditioned upon
the closing of the Notes Offering. The Company has two classes of
authorized common stock consisting of Class A Common Stock offered
hereby and Class B Common Stock. The shares of Common Stock are
substantially identical, except that holders of Class A Common
Stock are entitled to one vote per share and holders of Class B
Common Stock are entitled to 10 votes per share on all matters
submitted to a vote of stockholders and except that certain
matters require the approval of 100% of the outstanding
Class B Common Stock, voting separately as a class. See
'Description of Capital Stock.' Upon completion of the
Stock Offering, affiliates of the Company will retain
approximately % of the combined voting power
of the outstanding Common Stock. See
'Principal Stockholders.'

------------------------

The Class A Common Stock is expected to be approved for quotation on the Nasdaq
National Market of the Nasdaq Stock Market under the symbol ' .'

------------------------

SEE 'RISK FACTORS' BEGINNING ON PAGE 11 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

------------------------

PRICE $ A SHARE

------------------------

<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS(1) COMPANY(2)
---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
Per Share................................................. $ $ $
Total (3)................................................. $ $ $
</TABLE>

- ------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See 'Underwriters.'
(2) Before deducting expenses payable by the Company estimated at $ .
(3) The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to an aggregate of
additional Shares of Class A Common Stock at the price to public
less underwriting discounts and commissions, for the purpose of covering
over-allotments, if any. If the U.S. Underwriters exercise such option in
full, the total price to public, underwriting discounts and commissions and
proceeds to Company will be $ , $ , and $ , respectively. See
'Underwriters.'

------------------------

The Shares of Class A Common Stock are offered, subject to prior sale, when,
as and if issued to and accepted by the Underwriters named herein and subject to
approval of certain legal matters by Shearman & Sterling, counsel for the
Underwriters. It is expected that delivery of the shares of Class A Common Stock
will be made on or about , 1998 at the office of Morgan Stanley & Co.
Incorporated, New York, NY, against payment therefor in immediately available
funds.

------------------------

JOINT BOOK -- RUNNING MANAGERS
MORGAN STANLEY DEAN WITTER LEHMAN BROTHERS

, 1998

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<PAGE>
[INSIDE FRONT COVER PAGE]

[On the inside front cover there will be a map
showing the Company's operations.]

------------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON
STOCK. SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THIS
OFFERING, AND MAY BID FOR, AND PURCHASE, SHARES OF CLASS A COMMON STOCK IN THE
OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE 'UNDERWRITERS.'

<PAGE>

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE CLASS A COMMON STOCK OFFERED HEREBY, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREBY SHALL UNDER ANY
CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.

------------------------

UNTIL , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE STOCK
OFFERING), ALL DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

------------------------

FOR INVESTORS OUTSIDE THE UNITED STATES: NO ACTION HAS BEEN OR WILL BE
TAKEN IN ANY JURISDICTION BY THE COMPANY OR BY ANY UNDERWRITER THAT WOULD PERMIT
A PUBLIC OFFERING OF THE CLASS A COMMON STOCK OR POSSESSION OR DISTRIBUTION OF
THIS PROSPECTUS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED,
OTHER THAN IN THE UNITED STATES. PERSONS INTO WHOSE POSSESSION THIS PROSPECTUS
COMES ARE REQUIRED BY THE COMPANY AND THE UNDERWRITERS TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THE OFFERING OF THE CLASS A COMMON
STOCK AND THE DISTRIBUTION OF THIS PROSPECTUS.

------------------------

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary............................... 4
Risk Factors..................................... 11
Use of Proceeds.................................. 22
The Reorganization............................... 23
Capitalization................................... 24
Dividend Policy.................................. 25
Dilution......................................... 26
Selected Consolidated Financial and Other
Operating Data................................. 27
Management's Discussion and Analysis of Financial
Condition and Results of Operations............ 29
Business......................................... 36
Management....................................... 52
Certain Relationships and Related Transactions... 55

PAGE
----
<S> <C>
Principal Stockholders........................... 57
Description of Certain Indebtedness.............. 59
Description of Capital Stock..................... 59
Certain United States Federal Tax Consequences to
Non-United States Holders of Common Stock...... 62
Shares Eligible for Future Sale.................. 64
Underwriters..................................... 65
Legal Matters.................................... 68
Experts.......................................... 68
Additional Information........................... 68
Glossary......................................... 69
Index to Combined Financial Statements........... F-1
</TABLE>

------------------------

Certain statements contained herein under 'Prospectus Summary,' 'Risk
Factors,' 'Management's Discussion and Analysis of Financial Condition and
Results of Operations' and 'Business' including, without limitation, those
concerning the Company's business and operating strategy, contain certain
forward-looking statements concerning the Company's operations, economic
performance and financial condition. Because such statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Factors that could cause such
differences include, but are not limited to, those discussed under 'Risk
Factors.'

<PAGE>

<PAGE>
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the Company's financial
statements, including the notes thereto, appearing elsewhere in this Prospectus.
As used herein, the term 'Company' refers to Time Warner Telecom Inc., its
consolidated and unconsolidated subsidiaries and all operations of the Company
that were historically conducted by subsidiaries of the Existing Stockholders
(as defined herein). The term 'Existing Stockholders' refers to Time Warner Inc.
and certain of its subsidiaries (collectively, 'TW') and U S WEST, Inc. ('U S
WEST'), which, through certain subsidiaries, are partners in Time Warner
Entertainment Company, L.P. ('TWE'), and Advance/Newhouse Partnership
('Newhouse'), which is TWE's partner in Time Warner
Entertainment-Advance/Newhouse Partnership ('TWE-A/N'). The term 'TW Cable'
refers collectively to the cable systems owned by TWE, TWE-A/N and TW. Upon the
completion of U S WEST's proposed separation of its communications and media
businesses, U S WEST's cable and media business, including all its interests in
the Company, will be owned by U S WEST, which will be renamed MediaOne Group,
Inc. The Company was recently formed in connection with a reorganization (the
'Reorganization') of the assets and liabilities of its business, which were
previously owned by TWE, TWE-A/N and TW (together, the 'Parent Companies'). In
connection with the Reorganization, the Existing Stockholders received all the
outstanding shares of the Class B Common Stock. See 'The Reorganization' and
'Principal Stockholders.' Unless otherwise indicated, the information set forth
in this Prospectus gives effect to the transactions described herein under 'The
Reorganization' and does not give effect to the exercise of the U.S.
Underwriters' over-allotment option. See 'Glossary' for definitions of certain
other terms used in this Prospectus.

THE COMPANY

The Company is a leading facilities-based competitive local exchange
carrier ('CLEC') in selected metropolitan markets across the United States,
offering a wide range of business telephony services, primarily to medium- and
large-sized business customers and other carriers. The Company's customers are
principally telecommunications-intensive business end-users, long distance
carriers ('IXCs'), Internet service providers ('ISPs'), wireless communications
companies and governmental entities. Such customers are offered a wide range of
integrated telecommunications services, including dedicated transmission, local
switched, data and video transmission services and certain Internet services.
The Company has deployed switches in 14 of its 19 markets as of December 31,
1997, and management expects that a growing portion of the Company's revenues
will be derived from providing switched services. In addition, the Company
benefits from its strategic relationship with TW Cable both through network
facilities access and cost-sharing. As a result, the Company's networks have
been constructed primarily through licensing the use of fiber capacity from TW
Cable. As of December 31, 1997, the Company operated networks in 19 metropolitan
markets that spanned 5,913 route miles, contained 233,488 fiber glass miles and
offered service to 2,426 buildings. Consolidated revenues for the Company, which
have historically been primarily derived from private line services, grew by
131.6% for the year ended December 31, 1997 as compared to the same period in
1996.

The business of the Company was commenced in 1993 by TW Cable, originally
to provide certain telephony services together with cable television. In January
1997, the Company put in place a new management team that is implementing a
business strategy focused on exclusively serving business customers, rapidly
providing switched services in all the Company's markets and expanding the range
of business telephony services offered by the Company.

The Company believes that the Telecommunications Act of 1996 (the '1996
Act') and certain state regulatory initiatives provide increased opportunities
in the telecommunications marketplace by opening all local markets to
competition and requiring ILECs to provide increased direct interconnection.
According to the Federal Communications Commission (the 'FCC'), in 1996 the
total revenues for the telecommunications industry amounted to $222 billion, of
which $122 billion was local service and $100 billion was long distance. To
capitalize on these significant opportunities, the Company has

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accelerated its deployment of high capacity digital switches in its markets and
is aggressively marketing switched services to medium- and large-sized
businesses.

BUSINESS STRATEGY

The Company's primary objective is to be a leading CLEC in its existing and
future markets, offering medium- and large-sized businesses superior
telecommunications services through advanced networks. The key elements of the
Company's business strategy include the following:

Leverage Existing Fiber Optic Networks. The Company has designed and
built its networks to serve geographic locations where management believes
there are large numbers of potential customers. As of December 31, 1997,
the Company operated networks that spanned 5,913 route miles and contained
233,488 fiber miles. The Company's highly concentrated networks have yet to
be fully exploited and provide the capacity to serve a substantially larger
base of customers. Management believes that the Company's extensive fiber
network capacity allows it to: (i) increase orders substantially from new
and existing customers without incurring significant additional capital
expenditures and operating expenses; (ii) emphasize its facilities-based
services rather than resales of network capacity of other providers; and
(iii) exert greater control over its services than the Company's
competitors that are dependent upon off-net facilities, thereby providing
better customer service.

Expand Switched Services. The Company provided a broad range of
switched services in 14 of its markets as of December 31, 1997, and plans
to provide switched services in all of its current markets by the end of
1998. For the year ended December 31, 1997, consolidated revenues from
switched service grew by 205.8% as compared to the same period in 1996.
Because the demand for switched services is greater than for dedicated
transport services, management expects the Company to derive a growing
portion of its revenues from switched services. The Company utilizes high
capacity digital 5-ESS switches manufactured by Lucent Technologies
('Lucent').

Target Medium- and Large-Sized Business Customers. The Company
operates networks in metropolitan markets that have high concentrations of
medium- and large-sized businesses. Such businesses tend to be
telecommunications-intensive and are more likely to seek the greater
reliability provided by an advanced network such as the Company's. Thus,
management believes that significant economies of scale may be achieved by
focusing and intensifying its sales and marketing efforts on such
businesses as they are potentially high volume users of the Company's
services. To drive revenue growth in these markets, the Company is
aggressively expanding its direct sales force to focus on such business
customers.

Interconnect Cities within Market Clusters. The 19 cities in which the
Company currently operates are grouped in six geographic clusters across
the United States. The Company plans to interconnect each city within a
cluster with broadband, fiber optic facilities of its own or licensed from
TW Cable and/or third parties. Interconnecting cities within a cluster will
enable the Company to increase its revenue potential by addressing
customers' regional long distance voice, data and video requirements. In
1998, management plans to begin interconnecting cities within the Company's
Midwest, Southwest and Southeast clusters.

Utilize Strategic Relationships with TW Cable. The Company has
benefited from and continues to leverage its relationships with TW Cable,
the second largest multiple system cable operator in the U.S., by licensing
and sharing the cost of digital fiber optic facilities. This licensing
arrangement allows the Company to benefit from TW Cable's access to
rights-of-way, easements, poles, ducts and conduits. See 'Certain
Relationships and Related Transactions -- Certain Operating Agreements.' By
leveraging its existing relationship with TW Cable, the Company believes
that it can increase revenues, benefit from existing regulatory approvals
and licenses, derive economies of scale in network costs and extend its
existing networks in a rapid, efficient and cost-effective manner.
Furthermore, management believes that the strong awareness and positive
recognition of

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<PAGE>
the 'Time Warner' brand name significantly contributes to its marketing
programs and sales efforts by distinguishing it from its competitors.

Expand Product Offerings. The Company intends to increase revenues and
cash flows by developing and tailoring diversified bundles of telephony
services for its customers. The services currently offered by the Company
include a wide range of dedicated transmission, local switched, data and
video transmission services and certain Internet services. The Company
intends to offer additional services including long distance service and
other high speed data transport services. The Company generally develops
its customer base by first offering basic telecommunications services to
its new customers. As the needs of such customers change and develop, the
Company selectively bundles and offers more sophisticated, higher margin
products and services to them.

Enter into New Geographic Markets. The Company's strategy is to target
metropolitan markets possessing demographic, economic and
telecommunications demand profiles that it believes provide it with the
potential to generate an attractive economic return. Currently, the Company
operates networks in a total of 19 metropolitan markets. Management plans
to have networks in operation or under construction in several additional
markets by the end of 1999, most of which will be in markets where TW Cable
has already made substantial infrastructure investments. By licensing
capacity from TW Cable's existing fiber optic networks, the Company can
develop new networks quickly and cost-effectively, thereby giving it a
competitive advantage over other CLECs. See 'Certain Relationships and
Related Transactions -- Certain Operating Agreements.'

Continue Disciplined Expenditure Program. The Company increases
operational efficiencies by pursuing a disciplined approach to capital
expenditures. This capital expenditure program requires that prior to
making any expenditure on a project, the project must be expected to meet
stringent financial criteria such as minimum recurring revenue, cash flow
margins and rate of return. In addition, to control capital expenditures
and share the risks of developing costly new networks, management is
considering establishing strategic alliances with other telecommunications
providers in the form of joint ventures and possible co-branding marketing
programs.

FINANCING PLAN

Upon completion of the Offerings, the Company expects to enter into a bank
credit agreement providing it with a working capital facility. There can be no
assurance that such financing will be available on terms acceptable to the
Company or at all.

THE REORGANIZATION

The Company was recently formed in connection with the Reorganization of
the assets and liabilities of its business, which were previously owned by the
Parent Companies. In connection with the Reorganization, the Existing
Stockholders received all the outstanding shares of the Class B Common Stock.
See 'The Reorganization' and 'Principal Stockholders.'

The Company was incorporated in the State of Delaware in 1998. The
Company's principal executive offices are located at 5700 S. Quebec Street,
Greenwood Village, CO 80111, and its telephone number is (303) 566-1000.

<PAGE>

<PAGE>
THE STOCK OFFERING

<TABLE>
<S> <C>
Class A Common Stock offered by the
Company.............................. shares
Class A Common Stock offered in:
U.S. Offering..................... shares
International Offering............ shares
------------
Total........................ shares(1)
------------
------------
Common Stock outstanding after the
Stock Offering:...................... shares(1)(2)
------------
Concurrent Notes Offering.............. Concurrently with the offering of Class A Common Stock (the 'Stock Offering'),
the Company will offer (the 'Notes Offering' and together with the Stock
Offering, the 'Offerings') $ million principal amount of its % Senior
Notes Due (the 'Notes'). The closing of the Notes Offering is
conditioned upon the closing of the Stock Offering, but the closing of the
Stock Offering is not conditioned upon the closing of the Notes Offering.
There can be no assurance that the Notes Offering will be consummated. See
'Description of Certain Indebtedness -- The Notes.'
Use of Proceeds........................ The net proceeds to the Company from the Offerings will be used to repay $
million of outstanding indebtedness the Parent Companies, expand and
develop existing and new networks and for other general corporate and
working capital purposes, which may include acquisitions of other
telecommunications service providers. See 'Use of Proceeds.'
Voting Rights.......................... Upon completion of the Stock Offering, the Company will have outstanding two
classes of authorized common stock consisting of the Class A Common Stock
offered hereby and Class B Common Stock (together, the 'Common Stock').
Holders of Class A Common Stock are entitled to one vote per share and
holders of Class B Common Stock are entitled to 10 votes per share on all
matters submitted to a vote of stockholders. The holders of the Class A
Common Stock and the Class B Common Stock vote together as a single class on
all matters submitted to a vote of stockholders, except as otherwise
required by law and except that certain matters require the approval of 100%
of the outstanding Class B Common Stock, voting separately as a class, until
such time as the outstanding shares of Class B Common Stock represent less
than 50% of the voting power of the outstanding Common Stock. Immediately
following the completion of the Stock Offering, the Existing Stockholders
will have approximately % of the combined voting power of the Company's
outstanding Common Stock and generally will have the collective ability to
control all matters requiring stockholder approval, including the election
of directors. See 'Principal Stockholders,' 'Description of Capital Stock'
and 'Certain Relationships and Related Transactions -- Stockholders
Agreement.'
Conversion............................. Each share of Class B Common Stock is convertible to one share of Class A
Common Stock.
Proposed Nasdaq National Market
Symbol............................... ' '
</TABLE>

- ------------

(1) Assumes the U.S. Underwriters' over-allotment option is not exercised.
See 'Underwriters.'

(2) Includes shares of Class B Common Stock. Excludes shares of
Class A Common Stock reserved for issuance under the Company's Stock
Option Plan. See 'Management -- Stock Option Plan.'

<PAGE>

<PAGE>
RISK FACTORS

Prospective investors should consider all of the information contained in
this Prospectus before making an investment in the Class A Common Stock. In
particular, prospective investors should consider the factors set forth herein
under 'Risk Factors.'

<PAGE>

<PAGE>
SUMMARY CONSOLIDATED FINANCIAL AND OTHER OPERATING DATA

The following summary statement of operations data for the years ended
December 31, 1995, 1996 and 1997, and the summary balance sheet data as of
December 31, 1997, are derived from the audited financial statements of the
Company, including the notes thereto, appearing elsewhere in this Prospectus.
The summary statement of operations data for the year ended December 31, 1994
has been derived from audited financial statements of the Company not included
herein. The summary statement of operations data for the year ended December 31,
1993 has been derived from the Company's unaudited internal financial
statements, which in the opinion of management, have been prepared on the same
basis as the audited financial statements and reflect all adjustments
(consisting of normal recurring adjustments), necessary for a fair presentation
of the Company's results of operations and financial position. The pro forma
data for the year ended December 31, 1997 gives effect to the Offerings as if it
occurred at the beginning of 1997. Such pro forma amounts are presented for
informational purposes only and are not necessarily indicative of the actual
amounts that would have been reported if the transaction had been consummated at
such date, nor are they necessarily indicative of future results. The summary
other operating data has been derived from the accounting records of the Company
and has not been audited. The summary financial and other operating data set
forth below should be read in conjunction with the information contained in
'Management's Discussion and Analysis of Financial Condition and Results of
Operations' and the Company's financial statements, including the notes thereto,
appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1993 1994 1995 1996 1997
------- -------- -------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Dedicated transport services.............................. $ 1,913 $ 2,169 $ 6,505 $ 20,362 $ 44,529
Switched services......................................... -- -- 350 3,555 10,872
------- -------- -------- --------- ---------
Total revenues........................................ 1,913 2,169 6,855 23,917 55,401
------- -------- -------- --------- ---------
Costs and expenses:
Operating................................................. 3,219 10,454 14,458 24,412 38,618
Selling, general and administrative (1)................... 7,035 26,066 33,727 59,684 53,922
Depreciation and amortization............................. 578 1,213 7,216 22,353 38,466
------- -------- -------- --------- ---------
Total costs and expenses.............................. 10,832 37,733 55,401 106,449 131,006
------- -------- -------- --------- ---------
Operating loss................................................ (8,919) (35,564) (48,546) (82,532) (75,605)
Gain on disposition of investment (2)......................... -- -- -- -- 11,018
Equity in losses of unconsolidated affiliates................. (392) (1,611) (1,391) (1,547) (2,082)
Interest, net................................................. (81) (3) (25) (52) (2,103)
------- -------- -------- --------- ---------
Net loss...................................................... $(9,392) $(37,178) $(49,962) $ (84,131) $ (68,772)
------- -------- -------- --------- ---------
------- -------- -------- --------- ---------
Pro forma basic and diluted loss per common share............. $ --
---------
---------
Pro forma average common shares............................... $ --
---------
---------
Deficiency in coverage of fixed charges by earnings before
fixed charges............................................... $(9,000) $(35,567) $(48,571) $ (82,584) $ (66,690)
------- -------- -------- --------- ---------
------- -------- -------- --------- ---------
OTHER OPERATING DATA:
EBITDA (3).................................................... $(8,341) $(34,351) $(41,330) $ (60,179) $ (37,139)
Capital expenditures.......................................... 7,154 50,293 141,479 144,815 127,315
Pro forma interest expense (4)................................
Pro forma deficiency in coverage of fixed charges by earnings
before fixed charges........................................ $
</TABLE>

(footnotes on next page)

<PAGE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
----------------------------------------------
AS ADJUSTED AS ADJUSTED
FOR THE FOR THE STOCK
STOCK OFFERING AND
ACTUAL OFFERING NOTES OFFERING
--------- --------------- ---------------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS)

<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................................ $ --
Property, plant and equipment, net....................................... 415,158 415,158 415,158
Total assets............................................................. 438,077
Loans payable to the Parent Companies.................................... 103,812
Long-term indebtedness................................................... --
Other liabilities........................................................ --
Total shareholders' equity............................................... 272,053
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-----------------------------------------------------
1993 1994 1995 1996 1997
----- ------- -------- ------- ----------
<S> <C> <C> <C> <C> <C>
OPERATING DATA(5):
Operating Networks............................................... 3 8 15 18 19
Route miles...................................................... 168 880 3,207 5,010 5,913
Fiber miles...................................................... 5,820 24,995 116,286 198,490 233,488
Voice grade equivalent circuits.................................. -- 13,658 125,644 636,889 1,697,607
Digital telephone switches....................................... -- -- 1 2 14
Employees........................................................ 78 239 508 673 714
Access lines..................................................... -- -- 493 2,793 16,078
</TABLE>

- ------------

(1) Includes expenses resulting from transactions with affiliates of $1,586 in
1994, $3,294 in 1995, $4,077 in 1996 and $4,249 in 1997.

(2) In September 1997, the Company sold its 20% interest in NHT Partnership and
simultaneously liquidated its interest in Newchannels Hyperion
Telecommunications Partnership of New York (the 'Hyperion Transactions'). In
connection with the Hyperion Transactions, the Company received $7.0 million
in cash and the other 50% of the equity interests in certain
telecommunications partnerships serving the Albany and Binghamton, New York
markets that the Company did not already own in exchange for the Company's
interests in certain unconsolidated telecommunications partnerships serving
the Syracuse and Buffalo, New York markets. The Company recognized a gain of
approximately $11.0 million relating to these transactions.

(3) EBITDA consists of operating income (loss) before depreciation and
amortization ('EBITDA'). Industry analysts generally consider EBITDA to be
an important measure of comparative operating performance for the
telecommunications industry, and when used in comparison to debt levels or
the coverage of interest expense, as a measure of liquidity. However, EBITDA
should be considered in addition to, not as a substitute for, operating
income, net income, cash flow and other measures of financial performance
and liquidity reported in accordance with generally accepted accounting
principles. EBITDA as defined herein may not be comparable to similarly
titled measures reported by other companies. Additionally, certain covenants
contained in the Indenture (as defined herein) are based on EBITDA. See the
Combined Statements of Cash Flows contained elsewhere in this Prospectus.

(4) Pro forma interest expense gives effect to the issuance of the Notes offered
in the Notes Offering (assuming an effective annual interest rate of %),
as if such transaction had occurred at the beginning of 1997 assuming %
of the interest on the Notes would have been capitalized under FASB
Statement No. 34 'Capitalization of Interest Costs.' For each .125% change
in the interest rate on the Notes, pro forma interest expense would change
by % for 1997. Since any income tax benefits related to the Notes
Offering would have been fully offset by corresponding increases in the
valuation allowance due to the uncertainty of realizing the benefits for tax
losses on a separate return basis, the pro forma effect of the Notes
Offering on net loss would be identical to the pro forma effect on interest
expense.

(5) Includes all managed properties including unconsolidated affiliates
(MetroComm Axs, Inc. in Columbus, Ohio and the Albany and Binghamton, New
York networks). Albany and Binghamton were wholly owned at December 31,
1997.

<PAGE>

<PAGE>
RISK FACTORS

Prior to purchasing any shares of Class A Common Stock offered hereby,
prospective investors should consider carefully the following factors in
addition to the other information contained in this Prospectus.

LIMITED HISTORY OF OPERATIONS; NEGATIVE CASH FLOW AND OPERATING LOSSES

The Company was formed in 1998 pursuant to the Reorganization to continue
the business telephony services commenced by TW Cable in 1993. Accordingly,
prospective investors have limited historical financial information upon which
to base an evaluation of the Company's performance and an investment in the
Class A Common Stock. The Company's prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development and growth.

The Company has incurred, and may continue to incur, operating losses and
negative cash flow while it installs, develops and expands its existing and
future telecommunications networks and builds its customer base. For the years
ended December 31, 1996 and 1997, on a consolidated basis, the Company sustained
operating losses of $82.5 million and $75.6 million, respectively, and negative
EBITDA of $60.2 million and $37.1 million, respectively. EBITDA consists of
operating income (loss) before depreciation and amortization ('EBITDA').
Industry analysts generally consider EBITDA to be an important measure of
comparative operating performance for the telecommunications industry, and also
used, in comparison to debt levels or the coverage of interest expense, as a
measure of liquidity. However, EBITDA should be considered in addition to, not
as a substitute for, operating income, net income, cash flow and other measures
of financial performance and liquidity reported in accordance with generally
accepted accounting principles. EBITDA as defined herein may not be comparable
to similarly titled measures reported by other companies. The capital
expenditures of the Company associated with the installation, development and
expansion of its existing networks and possible acquisitions of future networks
are substantial, and a significant portion of these expenditures generally are
incurred before any related revenues are realized. These expenditures, together
with associated initial operating expenses, will generally result in negative
cash flow and operating losses from a network until an adequate customer base
and revenue stream for the network have been established. Accordingly, the
Company expects that each network will generally produce negative cash flow for
at least two and a half years after operations commence in such network. The
Company expects to incur net losses for the foreseeable future as it continues
to acquire, install, develop and expand its existing and new telecommunications
networks and build its customer base. There can be no assurance that an adequate
revenue base will be established from each of the Company's networks or that the
Company will achieve or sustain profitability or generate sufficient positive
cash flow, if any, to meet its working capital requirements and to service its
indebtedness.

SIGNIFICANT CAPITAL REQUIREMENTS

The development and expansion of the Company's existing and future networks
and services will require significant capital to fund capital expenditures,
working capital and debt service. The Company's principal capital expenditure
requirements are expected to consist of (i) the purchase and installation of
switches, electronics, fiber and other technologies in existing networks and in
additional networks to be constructed in new markets and (ii) the potential
acquisition and expansion of networks currently owned and operated by other
companies. The Company's expected expenditures for general corporate and working
capital purposes include (i) expenditures with respect to the Company's
management information system and corporate service support infrastructure and
(ii) operating and administrative expenses with respect to new networks and debt
service. The Company will continue to evaluate additional revenue opportunities
in each of its markets and, as opportunities develop, the Company plans to make
the additional capital investments in its networks that are required to pursue
such opportunities. The Company has historically been funded by capital
contributions and advances from the Parent Companies. However, the Parent
Companies do not have any obligation to make additional equity investments in or
loans to the Company.

<PAGE>

<PAGE>
The Company expects that the net proceeds of the Offerings after repayment
of certain indebtedness to the Parent Companies, together with internally
generated funds and borrowings expected to be available under its future credit
facility, will provide sufficient funds for the Company to expand its business
as planned and to fund its losses through ( if the Notes
Offering is not consummated). Thereafter, the Company expects to require
additional financing. However, in the event that the Company's plans or
assumptions change or prove to be inaccurate, or the foregoing sources of funds
prove to be insufficient to fund the Company's growth and operations, or if the
Company consummates acquisitions, the Company may be required to seek additional
capital sooner than currently anticipated. The Company's revenues and costs are
dependent upon many factors that are not within the Company's control, such as
regulatory changes, changes in technology and increased competition. Due to the
uncertainty of these and other factors, actual revenues and costs may vary from
expected amounts, possibly to a material degree, and such variations are likely
to affect the level of the Company's future capital expenditures and expansion
plans. Sources of financing may include public or private debt or equity
financing by the Company or its subsidiaries or other financing arrangements.
The issuance by the Company of additional equity securities could cause
substantial dilution of the interest in the Company of purchasers of shares of
Class A Common Stock offered hereby.

There can be no assurance that the Company will be successful in generating
sufficient cash flow or raising additional financing in sufficient amounts on
terms acceptable to it or within the limitations contained in its financing
arrangements, or that the terms of any such additional financing will not impair
the Company's ability to develop its business. The failure to generate
sufficient cash flow or to raise sufficient funds may require the Company to
modify, delay or abandon some or all of its development and expansion plans,
which could have a material adverse effect on the Company's growth, its ability
to compete in the telecommunications services business and its ability to
service its debt. See 'Use of Proceeds' and 'Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources.'

SUBSTANTIAL LEVERAGE; INSUFFICIENCY OF EARNINGS TO COVER FIXED CHARGES

The Company will be highly leveraged after the consummation of the Notes
Offering. As of December 31, 1997, after giving pro forma effect to the
Offerings and the application of the net proceeds therefrom, the Company would
have had approximately $ million of consolidated total debt and $ million of
consolidated stockholders' equity. The Indenture limits, but does not prohibit,
the Company from incurring additional indebtedness and certain preferred stock.
The degree to which the Company is leveraged could have a material adverse
effect upon the Company, including: (i) the Company's ability to obtain
additional financing in the future for capital expenditures, acquisitions,
working capital or general corporate or other purposes may be limited; (ii) a
substantial portion of the Company's cash flow from operations will be dedicated
to the payment of the principal of, and interest on, its debt; and (iii) the
Company's substantial leverage may make it more vulnerable to economic
downturns, limit its ability to withstand competitive pressures and reduce its
flexibility in responding to changing business and economic conditions.

After giving pro forma effect to the Offerings and the application of the
net proceeds therefrom as if such transactions had occurred at the beginning of
the respective periods, the Company's earnings would have been insufficient to
cover its fixed charges by $ million and $ million for the years ended
December 31, 1996 and 1997, respectively. The ability of the Company to meet its
debt service obligations will be dependent upon the future performance of the
Company, which, in turn, will be subject to the Company's successful
implementation of its strategy, as well as to financial, competitive, business,
regulatory, technical and other factors, including factors beyond the control of
the Company. Although the Company believes that it will be able to generate
sufficient cash flow from operations to meet its debt service obligations as
they become due, if it is unable to do so, it could face liquidity problems. In
such circumstances, the Company may be required to renegotiate the terms of the
instruments governing its long-term debt or to refinance all or a portion of its
long-term debt. There can be no assurance, however, that the Company will be
able to renegotiate such terms or refinance its indebtedness successfully on
terms acceptable to it. If the Company were unable to refinance its indebtedness
or obtain new financing under these circumstances, the Company would have to
consider

<PAGE>

<PAGE>
various other options such as the sale of certain assets to meet its required
debt service, the sale of additional equity, negotiations with its lenders to
restructure applicable indebtedness or other options available to it under law.

A failure by the Company to comply with the covenants and other provisions
of financing documents to which the Company is a party, including the Indenture,
or other debt instruments to which the Company may become party in the future,
could permit acceleration of the debt under such instruments and, in some cases,
acceleration of debt under other instruments that contain cross-default or
cross-acceleration provisions. The Indenture contains certain restrictive
covenants. Such restrictions will affect, and in many respects will
significantly limit or prohibit, among other things, the ability of the Company
to incur indebtedness, make prepayments of certain indebtedness, pay dividends,
make investments, engage in transactions with shareholders and affiliates, issue
capital stock of subsidiaries, create liens, sell assets and engage in mergers
and consolidations.

RISKS OF EXPANSION; AND POSSIBLE INABILITY TO MANAGE GROWTH

Although the Company commenced operations in 1993, to date its business has
consisted primarily of offering dedicated point-to-point services. With the
adoption of the 1996 Act, the Company accelerated the implementation of switched
services in its markets. The Company expects that switched services will in the
future become the predominant source of its revenues. In addition to this
transition to switched services, the Company intends to enter into new
geographic markets, expand its operations in existing markets, interconnect its
existing markets and offer additional telecommunications services, when and if
it becomes economically desirable to do so. The Company's ability to manage the
transition to switched services and the continued expansion of its business will
depend on, among other things, the Company's ability to assess markets, design
fiber optic network backbone routes, acquire and install facilities, obtain and
utilize rights-of-way and building access, obtain any required governmental
authorizations and permits and implement interconnection with local exchange
carriers, all in a timely manner, at reasonable costs and on terms and
conditions acceptable to the Company. A substantial portion of the Company's
network build-out plans are dependent upon its continuing relationship with TW
Cable. See ' -- Relationship with TW Cable.' The successful implementation of
the Company's expansion strategy will be subject to a variety of risks,
including operating and technical problems, regulatory uncertainties,
competition and the availability of capital. There can be no assurance that any
existing networks will be successfully expanded or any new networks will be
developed or, if developed, that such new networks will be completed on
schedule, at commercially reasonable costs or within the Company's
specifications. In addition, there can be no assurance that any new or expanded
networks will become profitable or generate positive cash flow at any time in
the future. The Company's inability to expand its existing networks and
operations or install new networks or manage effectively such expansion and
installation could have a material adverse effect upon the Company's business
operations, financial conditions and results of operations. In addition, the
expansion of the Company's business may involve acquisitions which, if made,
could divert the resources and management time of the Company and could require
integration with the Company's operations. See ' -- Acquisition Related Risks.'

The Company's future performance will depend, in part, upon its ability to
manage its growth effectively. The Company's rapid growth has placed, and in the
future may continue to place, a significant strain on its administrative,
operational and financial resources. The Company's ability to continue to manage
its growth successfully will require the Company to further enhance its
operations, management, financial and information systems and controls and to
expand, train and manage its employee base. In addition, as the Company
increases its service offerings and expands its targeted markets, there will be
additional demands on the Company's customer support, sales, marketing, and
administrative resources and network infrastructure. There can be no assurance
that the Company's administrative, operating and financial resources, systems
and controls will be adequate to manage the Company's growth effectively. The
Company's inability to manage its expansion effectively, including the emergence
of unexpected expansion difficulties, could have a material adverse effect on
the Company's business, results of operations and financial condition.

<PAGE>

<PAGE>
RISKS RELATING TO LONG DISTANCE

Currently, the Company offers primarily local telecommunications services.
However, the Company continues to examine opportunities to expand into other
related telecommunications services. If the Company were to expand into new
categories of telecommunications services, it could incur certain additional
demands and risks in connection with such expansion, including demands on its
ability to manage growth, technological compatibility risks, legal and
regulatory risks and possible adverse reaction by some of its current customers.

The Company expects to increase its revenues by providing long distance
services. The long distance business is extremely competitive and prices have
declined substantially in recent years and are expected to continue to decline.
In addition, the long distance industry has historically had a high average
churn rate, as customers frequently change long distance providers in response
to the offering of lower rates or promotional incentives by competitors. The
Company intends to market its long distance services to smaller businesses, a
market segment that has not been a principal focus of the Company's business in
the past and thus one the Company has limited experience marketing to. The
Company will rely on other carriers to provide transmission and termination
services for a majority of its long distance traffic. The Company will negotiate
resale agreements with long distance carriers to provide it with transmission
services. Such agreements typically provide for the resale of long distance
services on a per minute basis and may contain minimum volume commitments.
Negotiation of these agreements involves estimates of future supply and demand
for transmission capacity as well as estimates of the calling pattern and
traffic levels of the Company's future long distance customers. If the Company
were to fail to meet any minimum volume commitments, it could be obligated to
pay underutilization charges and in the event it underestimates its need for
transmission capacity, the Company may be required to obtain capacity through
more expensive means.

DEPENDENCE UPON INTERCONNECTION WITH ILECS; COMPETITION

The Company operates in an increasingly competitive environment. Services
substantially similar to those offered by the Company are also offered by the
incumbent local exchange carriers ('ILECs') serving the markets currently served
or intended to be served by the Company. ILECs have long-standing relationships
with their customers, have financial and technical resources substantially
greater than those of the Company, have the potential to subsidize services of
the type offered by the Company from service revenues not subject to effective
competition and currently benefit from certain existing regulations that favor
the ILECs over CLECs such as the Company in certain respects. While recent
regulatory initiatives, which allow CLECs such as the Company to interconnect
with ILEC facilities, provide increased business opportunities for the Company,
such interconnection opportunities have been accompanied by increased pricing
flexibility for and relaxation of regulatory oversight of the ILECs.

To the extent the Company interconnects with and uses ILEC networks to
service its customers, the Company will be dependent upon the technology and
capabilities of the ILECs to meet certain telecommunications needs of the
Company's customers and to maintain its service standards. The Company will
become increasingly dependent on interconnection with ILECs as switched services
become a greater percentage of the Company's business. The 1996 Act imposes
interconnection obligations on ILECs; however, such interconnection requires the
negotiation of interconnection and collocation agreements with the ILECs, which
can take considerable time, effort and expense and are subject to Federal, state
and local regulation. There can be no assurance that the Company will be able to
obtain the interconnection it requires at rates, and on terms and conditions,
that permit the Company to offer switched services at rates that are both
competitive and profitable. In the event that the Company experiences
difficulties in obtaining high quality, reliable and reasonably priced service
from the ILECs, the attractiveness of the Company's services to its customers
could be impaired.

In addition, the 1996 Act allows the Regional Bell Operating Companies
('RBOCs') and others such as electric utilities to enter the long distance
market. Certain of the RBOCs have begun providing out-of-region long distance
services across Local Access and Transport Areas ('interLATA'). When an RBOC
obtains authority to provide in-region interLATA services, it will be able to
offer customers both local and long distance telephone services. Given the
market power the RBOCs currently possess

<PAGE>

<PAGE>
in the local exchange market, the ability to provide both local and long
distance services is expected to make the RBOCs very strong competitors. Certain
RBOCs are actively working to satisfy prerequisites for entry into the in-region
long distance business. Formal applications by the RBOCs to provide long
distance service have been filed with the FCC and are pending. In addition, in a
decision that is currently being appealed, a U.S. District Court in Texas held
that the provisions of Section 271 of the 1996 Act limiting the RBOCs' entry
into the long distance business violate the U.S. constitution. Further, a
continuing trend toward consolidation, mergers, acquisitions and strategic
alliances in the telecommunications industry could also give rise to significant
new competitors to the Company or to the Company's customers. See
'Business -- Government Regulation.'

In most of the areas in which the Company operates, at least one (and in
many markets several) other CAP or CLEC offers many local telecommunications
services similar to those provided by the Company, generally at similar prices.
Potential and actual new market entrants in the local telecommunications
services business include other CAPs and CLECs, ILECs entering new geographic
markets, cable television companies, electric utilities, long distance and
international carriers, microwave carriers, wireless telephone system operators
and private networks built by large end users. Many of these potential
competitors have financial, personnel and other resources substantially greater
than those of the Company. In addition, the current trend of business
combinations and alliances in the telecommunications industry, including mergers
between RBOCs, may create significant new competitors for the Company. For
example, on January 8, 1998, AT&T Corp. ('AT&T') announced that it had agreed to
acquire Teleport Communications Group Inc. ('TCG'), a competitor of the Company.

The 1996 Act has increased and will continue to increase competition in the
local telecommunications business. The 1996 Act requires all local exchange
providers, including new entrants, to offer their services for resale and
requires ILECs to offer their network facilities on an unbundled basis. Further,
pursuant to the 1996 Act, ILEC services provided to end users are required to be
made available to other telecommunications carriers for resale at wholesale
rates. There can be no assurance that any unbundled rates or facilities offered
by ILECs to the Company will be available in a timely manner or will be
economically attractive or technically viable. See 'Business -- Government
Regulation -- Telecommunications Act of 1996.' These requirements facilitate
entry by new competitors with reduced capital risk or investment. See
'Business -- Competition.'

The recent World Trade Organization ('WTO') agreement on basic
telecommunications services could increase the Company's competition for
telecommunications services both domestically and internationally. Under this
agreement, certain provisions of which may become effective in 1998, the United
States and other members of the WTO committed themselves to opening their
telecommunications markets to competition and foreign ownership and to adopting
regulatory measures to protect competitors against anticompetitive behavior by
dominant telephone companies. See 'Business -- Competition' and ' -- Government
Regulation.'

DEPENDENCE ON INFORMATION BILLING SYSTEMS

Sophisticated information and processing systems are vital to the Company's
growth and its ability to monitor costs, bill customers, provision customer
orders and achieve operating efficiencies. Information systems for the Company's
business have historically been operated internally with limited reliance on
third party vendors. As the Company continues to grow, the need for more
sophisticated information systems will increase significantly. The Company has
recently entered into an agreement with a certain third party vendor providing
for the development and operation of billing systems. The failure of such vendor
to perform its services in a timely and effective manner at acceptable costs
could have a material adverse effect on the Company's business, financial
condition and results of operations.

FEDERAL AND STATE REGULATION

The Company is subject to Federal and state regulation. In most states, the
Company is subject to certification and tariff filing requirements with respect
to intrastate services. Although many restrictions on the services that may be
provided by the Company were eliminated as a result of the 1996 Act, which
prohibits states from imposing legal restrictions that effectively prohibit the
provision of any

<PAGE>

<PAGE>
telecommunications service, states retain authority under the 1996 Act to impose
on the Company and other telecommunications carriers competitively neutral
requirements to preserve universal service, protect public safety, ensure
quality of service and protect consumers. States are also responsible under the
1996 Act for mediating and arbitrating interconnection arrangements between
CLECs and ILECs if the carriers fail to agree on such arrangements.

In the past, the Company had been required to offer its interstate services
pursuant to rates, terms, and conditions set forth in tariffs filed with the
FCC. However, on June 19, 1997, the FCC issued a memorandum opinion and order
granting the Company's request that the FCC forbear from imposing on the Company
the tariff filing requirements of the Communications Act of 1934 (the
'Communications Act'). Following that favorable ruling on the Company's request,
the Company has withdrawn its interstate tariff and will now offer its
interstate access services pursuant to contracts with each of its customers. The
Company is still required to offer any interstate services other than interstate
access services, including, for example, interstate and international long
distance telephone service, pursuant to tariffs filed with the FCC.

Under the 1996 Act, the Company is subject to certain Federal regulatory
obligations when it provides local exchange service in a market. All local
exchange carriers, including CLECs, must interconnect with other carriers, make
their services available for resale by other carriers, provide nondiscriminatory
access to rights-of-way, offer reciprocal compensation for termination of
traffic and provide dialing parity and telephone number portability. The Company
is subject to requirements that the rates, terms, classifications and practices
with respect to its interstate access service be just and reasonable and may not
be unreasonably discriminatory. However, as a nondominant carrier, the Company's
rates, terms, classifications and practices are presumed to be lawful. The
Company's intrastate services, including local service and intrastate access,
are subject to similar requirements under state laws. In addition, as a
telecommunications carrier, the Company will be required to contribute to a fund
to preserve universal service and to enable schools, libraries and rural health
care centers to have access to telecommunications services and advanced
information services at discounted prices.

Pursuant to the 1996 Act, the Company is currently restricted from
operating in the 14 states in which U S WEST Communications, a subsidiary of U S
WEST that is an RBOC, provides telecommunications services. Upon the
consummation of the separation of U S WEST's communications and media
businesses, the Company will cease to be an affiliate of an RBOC under the 1996
Act. As a result, the Company expects that it will no longer be restricted from
offering its services in the 14 states in which U S WEST Communications
currently operates. Any determination of whether or not to operate in any of
those states will be made based on, among other things, demographic, economic
and regulatory criteria. However, TW Cable does not currently own any cable
systems in 12 of such 14 states. See 'Business.'

In addition, no assurance can be given that changes to current regulations
or the adoption of new regulations by the FCC or state regulatory authorities or
legislative initiatives would not have a material adverse effect on the Company.
See 'Business -- Government Regulation.'

GOVERNMENTAL AND OTHER AUTHORIZATIONS

The development, expansion and maintenance of the Company's networks will
depend on, among other things, its ability to obtain rights-of-way and any other
required governmental authorizations and permits, all in a timely manner, at
reasonable costs and on satisfactory terms and conditions. In certain of the
cities or municipalities where the Company provides network services, it pays
license or franchise fees, usually based on a percentage of gross revenues or a
rate per circuit. The 1996 Act permits municipalities to charge such fees only
if they are competitively neutral and nondiscriminatory, but there can be no
assurance that municipalities that presently favor a particular carrier,
typically the ILEC, will conform their practices to the requirements of the 1996
Act in a timely manner or without legal challenge. Furthermore, there can be no
assurance that certain cities or municipalities that do not now impose such fees
will not seek to impose fees, nor can there be any assurance that, following the
expiration of existing franchises, fees will remain at their current levels or
that the franchises will be

<PAGE>

<PAGE>
renewed. Some of the Company's franchise agreements also provide for increases
or renegotiation of fees at intervals prior to the expiration thereof.

In addition, the Company currently licenses capacity of, and plans in the
future to enter into similar arrangements for, significant numbers of optical
fibers from TW Cable. See 'Certain Relationships and Related
Transactions -- Certain Operating Agreements.' There can be no assurance that
municipalities which regulate TW Cable will not seek to impose additional
franchise fees or otherwise charge TW Cable (subject to reimbursement by the
Company) in connection with such licenses. There can also be no assurance that
TW Cable or the Company will be able to obtain all necessary permits, licenses,
conduit agreements or pole attachment agreements from governmental authorities
or private rights-of-way providers necessary to effectuate future license
transactions. As a result, there can be no assurance that the Company will be
able to expand its existing networks or develop new networks successfully, which
would have a material adverse effect on the Company's growth and financial
condition.

There can be no assurance that the Company will be able to utilize TW
Cable's existing licenses, permits and rights-of-way or that it will be able to
obtain the governmental licenses and permits and rights-of-way required to enter
new markets on acceptable terms. The cancellation or non-renewal of existing
permits, licenses or rights-of-ways, or the inability to obtain the permits,
licenses or rights-of-ways to expand in accordance with its plans, could have a
material adverse effect on the Company's business, results of operations and
financial condition.

LIMITATION ON INCURRENCE OF DEBT UNDER REGULATORY AUTHORIZATIONS

The incurrence of long-term indebtedness by the Company is subject to
approval by the New York Public Service Commission (the 'NYPSC'). While the
Company believes its petition covering the issuance of the Notes and the
authorization to incur additional indebtedness in an aggregate principal amount
of up to $1 billion will be approved, there can be no assurance that the
Company's petition before the NYPSC will be granted. The failure of the Company
to obtain approval for the incurrence of such indebtedness would prevent
consummation of the Notes Offering and could have a material adverse effect on
the Company's ability to fund its operations and growth strategy.

ACQUISITION RELATED RISKS

The Company may, as part of its business strategy, acquire other businesses
that will complement its existing business. Management is unable to predict
whether or when any prospective acquisitions will occur or the likelihood of any
material transactions being completed on favorable terms and conditions. The
Company's ability to finance acquisitions may be constrained by, among other
things, its high degree of leverage following the Notes Offering. The Indenture
significantly limits the Company's ability to make acquisitions and to incur
indebtedness in connection with acquisitions. Such transactions commonly involve
certain risks, including, among others: the difficulty of assimilating the
acquired operations and personnel; the potential disruption of the Company's
ongoing business and diversion of resources and management time; the possible
inability of management to maintain uniform standards, controls, procedures and
policies; the risks of entering markets in which the Company has little or no
prior experience; and the potential impairment of relationships with employees
or customers as a result of changes in management or business. There can be no
assurance that any acquisition will be made, that the Company will be able to
obtain additional financing needed to finance any acquisition and, if any
acquisitions are made, that the acquired business will be successfully
integrated into the Company's operations so that the acquired business will
perform as expected. The Company has no definitive agreement with respect to any
acquisition, although from time to time it has discussions with other companies
and assesses opportunities on an ongoing basis.

The Company may also enter into joint venture transactions. These
transactions present many of the same risks involved in acquisitions and may
also involve the risk that other joint venture partners may have economic,
business or legal interests or objectives that are inconsistent with those of
the Company. Joint venture partners may also be unable to meet their economic or
other obligations, thereby forcing the Company to fulfill these obligations.

<PAGE>

<PAGE>
DEPENDENCE ON SIGNIFICANT CUSTOMERS

The Company has substantial business relationships with a few large
customers, including the major long distance carriers. For the year ended
December 31, 1997, the Company's top 10 customers accounted for 47.8% of the
Company's consolidated revenues. The top three customers, which are IXCs,
accounted for 30.8% of the consolidated revenues, and no other customer
accounted for 5% or more of revenues. A significant reduction in the level of
services the Company performs for any of these customers could have a material
adverse effect on the Company's business, results of operations or financial
condition. Some of the Company's customer arrangements are subject to
termination on short notice and do not provide the Company with guarantees that
service quantities will be maintained at current levels, and there can be no
assurance that such customers will continue to purchase the same service
quantity levels. The Company believes that certain IXCs are pursuing
alternatives to their current practices with regard to obtaining local
telecommunications services, including construction of their own facilities. For
example, on January 8, 1998, AT&T, a customer of the Company, announced that it
had agreed to acquire TCG, which is a CLEC that operates in several of the
Company's markets. This type of activity has accelerated as a result of the 1996
Act, which limits the authority of states to impose legal restrictions that have
the effect of prohibiting a company, including an IXC, from providing any
telecommunications service. In addition, the 1996 Act requires ILECs to unbundle
their network facilities and to offer their services for resale by other
companies at wholesale discounts. Accordingly, long distance carriers soon will
be able to provide local service by reselling the facilities or services of an
ILEC, which may be more cost-effective for an IXC than using the services of the
Company or another CAP or CLEC. See 'Business -- Customers and Sales and
Marketing.'

VARIABILITY OF QUARTERLY OPERATING RESULTS

As a result of the limited revenues and significant expenses associated
with the expansion and development of its networks and services, the Company
anticipates that its operating results could vary from period to period. In
addition, the Company's revenues are, and may continue to be, dependent upon
certain significant customers and contracts and as a result, may vary from
quarter to quarter. See ' -- Dependence on Significant Customers.'

CONTROL BY EXISTING STOCKHOLDERS; CONFLICTS OF INTEREST; POSSIBLE COMPETITION

Immediately following the completion of the Stock Offering, the Existing
Stockholders, who will hold all outstanding shares of the Class B Common Stock,
representing approximately % of the combined voting power of the Company's
outstanding Common Stock, generally will have the collective ability to control
all matters requiring stockholder approval, including the nomination and
election of directors. The disproportionate voting rights of the Class B Common
Stock relative to the Class A Common Stock may make the Company a less
attractive target for a takeover than it otherwise might be, or render more
difficult or discourage a merger proposal, a tender offer or a proxy contest,
even if such actions were favored by a majority of the holders of the Class A
Common Stock. See 'Principal Stockholders,' 'Description of Capital Stock' and
'Certain Relationships and Related Transactions.'

All of the Existing Stockholders are in the cable television business and
may, now or in the future, provide services which are the same or similar to
those provided by the Company. No assurance can be given that the Existing
Stockholders will not compete with the Company in its markets or in the
provision of certain telecommunications services. The Company is subject to
certain restrictions on offering Residential Services (as defined herein) and
Content Services (as defined herein). See ' -- Limitations on Business
Activity.' Although directors of the Company who are also directors, officers or
employees of the Existing Stockholders or any of their respective affiliates
have certain fiduciary obligations to the Company under Delaware law, such
directors and the Existing Stockholders, as the controlling stockholders of the
Company, are in positions that may create conflicts of interest with respect to
certain business opportunities available to and certain transactions involving
the Company. The Existing Stockholders have not adopted any special voting
procedures to deal with such conflicts of interest, and there can be no
assurance that any such conflict will be resolved in favor of the Company. The
Company's restated certificate of incorporation (the 'Restated Certificate of
Incorporation') provides for the allocation of corporate opportunities between
the Company and the Existing

<PAGE>

<PAGE>
Stockholders. A corporate opportunity offered to any person who is an officer,
employee or director of the Company and/or an Existing Stockholder will belong
to the entity in which such person is an officer or employee, unless such
opportunity is expressly offered to such person primarily in his or her capacity
as an officer, employee or director of the other entity. See 'Description of
Capital Stock.'

LIMITATIONS ON BUSINESS ACTIVITY

The Company is currently restricted from offering telecommunications
services to residences and from providing content services to its customers. The
Restated Certificate of Incorporation provides that the Company may not (i)
engage in the business of providing, offering, promoting or branding any
wireline telecommunications services or other services (including data
services), directly or indirectly, to residences (collectively, 'Residential
Services') or (ii) engage in the production, packaging, distribution, marketing,
hosting or other provision of entertainment, information or any other content
services (collectively, 'Content Services') , in each case until the earlier of
(x) the date that is five years after the date of the filing of the Restated
Certificate of Incorporation and (y) the date on which the holders of Class B
Common Stock no longer represent at least 50% of the voting power of the
outstanding Common Stock of the Company, without the affirmative vote of all the
holders of the Class B Common Stock. See 'Description of Capital Stock.'
Although management does not believe that the restrictions contained in the
Restated Certificate of Incorporation will materially affect its business and
operations in the immediate future, the effect of such restrictions in the
rapidly changing telecommunications industry cannot be predicted.

RELATIONSHIP WITH TW CABLE

The Company is largely dependent upon TW Cable's governmental licenses,
permits and rights-of-way to operate and expand the Company's current business.
TW Cable is principally managed by a management committee that includes
representatives of U S WEST and TW. The Company presently licenses, and may
enter into future licenses for, significant numbers of optical fibers from TW
Cable; however, TW Cable is not obligated to license any additional fiber optic
capacity not covered by the Company's current licenses. See 'Certain
Relationships and Related Transactions -- Certain Operating Agreements.'
Historically, the Company has relied on TW Cable's fiber optics in constructing
its own networks. In addition, most of the new markets in which management is
considering operating or constructing networks are located in areas where TW
Cable has already made substantial infrastructure investments. The inability of
the Company to license additional fiber optic capacity from TW Cable could
materially affect the Company's expansion plans, future business and operations.
Any adverse changes in the ability of TW Cable to obtain and maintain all
necessary permits, licenses, conduit agreements or pole attachments agreements
from governmental authorities or private rights-of-way providers necessary to
effectuate such license transactions may have a material adverse effect on the
Company's business and financial condition. In addition, the Capacity License
(as defined herein) provides that the license of fiber optic capacity by the
Company may be terminated by TW Cable upon (i) a material impairment or
termination of TW Cable's ability to provide such license under relevant law,
(ii) the Company's material breach of the terms and conditions of the Capacity
License or (iii) the institution of any proceedings to impose any public utility
or common carrier status or obligations on TW Cable or any other proceedings
challenging TW Cable's operating authority as a result of the services provided
to the Company under the Capacity License. See 'Certain Relationships and
Related Transactions -- Certain Operating Agreements.' The termination of a
Capacity License would terminate the Company's ability to serve its customers in
the applicable market and would have a material adverse effect on the Company's
business, financial condition and results of operations.

In addition, under the terms of the fiber optics licenses from TW Cable,
the Company is restricted from utilizing such capacity for Residential Services
and Content Services during the term of such license. Although management does
not believe that the restrictions contained in the Company's capacity license
with TW Cable will materially affect its business and operations in the
immediate future, the effect of such restrictions in the rapidly changing
telecommunications industry cannot be predicted.

<PAGE>

<PAGE>
DISCONTINUANCE OF USE OF 'TIME WARNER' NAME

Pursuant to a License Agreement with TW, the Company is required to
discontinue use of the 'Time Warner' name upon TW's owning less than % of the
Common Stock. At such time, the Company may change its name to TW Telecom Inc.,
and the Company will no longer have the right to use the 'Time Warner' name.
Such name change, and the inability to use the 'Time Warner' name could have an
adverse effect on the Company's ability to conduct its business and on its
financial condition and results of operations. See 'Certain Relationships and
Related Transactions -- Certain Operating Agreements.'

NEED TO ADAPT TO TECHNOLOGICAL CHANGES

The telecommunications industry has experienced, and is expected to
continue to experience, rapid and significant changes in technology. While the
Company believes that, for the foreseeable future, these changes will neither
materially affect the continued use of fiber optic cable or digital switches and
transmission equipment nor materially hinder the Company's ability to acquire
necessary technologies, the effect of technological changes on the Company's
business and operations cannot be predicted. The Company believes that its
future success will depend, in part, on its ability to anticipate or adapt to
such changes and to offer, on a timely basis, services that meet customer
demands on a competitive basis. There can be no assurance that the Company will
obtain access to new technologies on a timely basis or on satisfactory terms.
Any failure by the Company to obtain new technologies could have a material
adverse effect on the Company's business, financial condition and results of
operations. Also, alternative technologies may develop for the provision of
services to customers. The Company may be required to select in advance one
technology over another, but it will be impossible to predict with any
certainty, at the time the Company is required to make its investment, which
technology will prove to be the most economic, efficient or capable of
attracting customer usage.

DEPENDENCE ON KEY PERSONNEL

The Company's business is managed by a small group of key executive
officers. The loss of the services of any of these key individuals could have an
adverse impact on the Company. The Company has employment agreements with each
of Messrs. . See 'Management -- Employment
Agreements.' The Company does not carry key man life insurance on any of such
personnel. The Company believes that its future success will depend in large
part on its continued ability to attract and retain highly skilled and qualified
personnel. The competition for qualified personnel in the telecommunications
industry is intense and, accordingly, there can be no assurance that the Company
will be able to hire or retain necessary personnel. See 'Management.'

ABSENCE OF PRIOR PUBLIC MARKET; POSSIBLE STOCK PRICE VOLATILITY

Prior to the Stock Offering, there has been no public market for the shares
of Class A Common Stock. Although the Class A Common Stock is expected to be
approved for quotation through the Nasdaq National Market, there can be no
assurance that an active trading market for the Class A Common Stock will
develop or will be sustained. The initial public offering price of the Class A
Common Stock will be determined through negotiations between the Company and the
representatives of the Underwriters and may not be indicative of the market
price for the Class A Common Stock following the Stock Offering. There can be no
assurance that future market prices for the Class A Common Stock will equal or
exceed the initial public offering price set forth on the cover page of this
Prospectus. The market prices of securities of growth companies similar to the
Company have historically been highly volatile. Future announcements on matters
concerning the Company or its competitors, including quarterly results,
technological innovations, mergers or strategic alliances, new services or
government legislation or regulation, may have a significant effect on the
market price of the Class A Common Stock. See 'Underwriters.'

<PAGE>

<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Stock Offering, there will be shares of Class A
Common Stock outstanding and shares of Class B Common Stock outstanding (all of
which are convertible into Class A Common Stock on a share for share basis).
Except in certain circumstances, shares of Class B Common Stock are not
transferable without their conversion to shares of Class A Common Stock. The
shares of Class A Common Stock sold in the Stock Offering will be eligible for
immediate sale in the public market without restriction by persons other than
'affiliates' of the Company. The remaining shares of Class A Common Stock
(including any shares into which shares of Class B Common Stock are convertible)
are 'restricted securities' within the meaning of the Securities Act, and may
not be sold in the absence of registration under the Securities Act or an
exemption therefrom, including the exemptions contained in Rule 144 under the
Securities Act.

Each of the Company, its directors and executive officers and the Existing
Stockholders has agreed that, subject to certain exceptions, without the prior
written consent of Morgan Stanley & Co. Incorporated, it will not, during the
period ending 180 days after the date of this Prospectus, offer, pledge, sell,
contract to sell or otherwise transfer, lend or dispose of, directly or
indirectly, any shares of Class A Common Stock or any securities convertible
into or exercisable or exchangeable for shares of Class A Common Stock.
Thereafter, no assurance can be given that holders of the Class B Common Stock
will not decide, based upon then prevailing market and other conditions, to
convert their Class B Common Stock to Class A Common Stock and to dispose of all
or a portion of such stock pursuant to the provisions of Rule 144 under the
Securities Act or pursuant to the registration rights contained in the
Stockholders Agreement (as defined herein). See 'Shares Eligible for Future
Sale' and 'Certain Relationships and Related Transactions -- Stockholders
Agreement.'

No predictions can be made about the effect, if any, that market sales of
shares of Class A Common Stock or the availability of such shares for sale would
have on the market price prevailing from time to time. Nevertheless, sales of
substantial amounts of Class A Common Stock in the public market, or the
perception that such sales could occur, may have an adverse impact on the market
price for the shares of Class A Common Stock offered hereby or on the ability of
the Company to raise capital through a public offering of its equity securities.
See 'Principal Stockholders' and 'Shares Eligible for Future Sale.'

SUBSTANTIAL AND IMMEDIATE DILUTION

Purchasers of the Class A Common Stock offered hereby will incur immediate
and substantial dilution in pro forma net tangible book value per share. See
'Dilution.'

ABSENCE OF DIVIDENDS

The Company plans to retain all its net earnings, if any, for investment in
its business and does not currently intend to pay dividends on its capital
stock. The Board of Directors of the Company in its discretion determines the
times and amounts in which dividends may be declared and paid on the Company's
capital stock. The Indenture limits, but does not prevent, the ability of the
Company to pay dividends.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

This Prospectus contains forward-looking statements, including statements
regarding the Company's expected financial position, business and financing
plans. These forward-looking statements reflect the Company's views with respect
to future events and financial performance. The words, 'believe,' 'expect,'
'plans' and 'anticipate' and similar expressions identify forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from such expectations (the
'Cautionary Statements') are disclosed in this Prospectus, including, without
limitation, in conjunction with the forward-looking statements included in this
Prospectus and under 'Risk Factors.' All subsequent written and oral
forward-looking statements attributable to the Company, its subsidiaries or

<PAGE>

<PAGE>
persons acting on the Company's behalf are expressly qualified in their entirety
by the Cautionary Statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of their dates. The
Company undertakes no obligations to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of shares
of Class A Common Stock in the Stock Offering are estimated to be approximately
$ million (approximately $ million if the U.S. Underwriters' over-allotment
option is exercised in full), assuming an initial public offering price of $
per share, the midpoint of the range set forth on the cover page of this
Prospectus. The net proceeds to the Company of the Notes Offering are estimated
to be approximately $ million.

The Company intends to use the net proceeds of the Offerings to repay $
million of outstanding indebtedness to the Parent Companies, expand and develop
existing and new networks and for general corporate and working capital
purposes, which may include acquisitions. The use of such proceeds will be to
fund ongoing business operations of the Company's subsidiaries which own and
operate its networks. The Company expects to make capital expenditures of $147.7
million in 1998 and $152.8 million in 1999. The Company expects to make capital
expenditures for the expansion, development and acquisition of networks,
including: (i) the purchase and installation of switches, electronics, fiber and
other additional technologies in existing networks and in additional networks to
be constructed in new markets and (ii) the possible acquisition and expansion of
networks currently owned and operated by other companies. The Company's expected
expenditures for general corporate and working capital purposes include (i)
expenditures with respect to the Company's management information system and
corporate service support infrastructure and (ii) operating and administrative
expenses with respect to new networks and debt service. The Company intends to
continue to evaluate potential acquisitions. The Company has no definitive
agreement with respect to any acquisition, although from time to time it may
discuss and assess opportunities with other companies on an ongoing basis. A
portion of the proceeds of the Offerings may be used to finance acquisitions.

Pending the foregoing uses, the net proceeds of the Offerings will be
invested in short-term, money market instruments.

The Company expects that the net proceeds of the Offerings after repayment
of indebtedness to the Parent Companies, together with internally generated
funds and borrowings expected to be available under its future credit facility,
will provide sufficient funds for the Company to expand its business as planned
and to fund its losses through ( if the Notes
Offering is not consummated). Thereafter, the Company expects to require
additional financing. However, in the event that the Company's plans or
assumptions change or prove to be inaccurate, or the foregoing sources of funds
prove to be insufficient to fund the Company's growth and operations, or if the
Company consummates acquisitions, the Company may be required to seek additional
capital sooner than currently anticipated. The Company's revenues and costs are
dependent upon factors that are not within the Company's control, such as
regulatory changes, changes in technology and increased competition. Due to the
uncertainty of these and other factors, actual revenues and costs may vary from
expected amounts, possibly to a material degree, and such variations are likely
to affect the Company's future capital requirements. Sources of financing may
include public or private debt or equity financing by the Company or its
subsidiaries or other financing arrangements. The issuance by the Company of
additional equity securities could cause substantial dilution of the interest in
the Company of purchasers of shares of Class A Common Stock offered hereby.

<PAGE>

<PAGE>
THE REORGANIZATION

The Company was recently formed in connection with the Reorganization of
the assets and liabilities of its business, which were previously owned by the
Parent Companies. The business of developing and operating local
telecommunications networks in the Company's 19 markets has been done through
its 22 subsidiaries. In connection with the Reorganization, the Existing
Stockholders received all the outstanding shares of the Class B Common Stock.

The Company's authorized capital will include two classes of Common Stock,
Class A Common Stock and Class B Common Stock, which will be identical in all
respects except that holders of Class A Common Stock are entitled to one vote
per share and holders of Class B Common Stock are entitled to 10 votes per share
on all matters submitted to a vote of stockholders and except that certain
matters require the approval of 100% of the outstanding Class B Common Stock,
voting separately as a class. See 'Description of Capital Stock' and 'Principal
Stockholders.'

Set forth below is the organizational structure of the Company immediately
prior to and following the Stock Offering:

[chart] [chart]

<PAGE>

<PAGE>
CAPITALIZATION

The following table sets forth the historical capitalization of the Company
as of December 31, 1997, as adjusted to reflect the sale of the shares of
Class A Common Stock in the Stock Offering (based on an assumed public offering
price of $ per share, the midpoint of the range set forth on the cover page of
this Prospectus) and the application of the net proceeds therefrom and as
further adjusted to give effect to the sale of the Notes in the Notes Offering
and the application of the net proceeds therefrom. This table should be read in
conjunction with 'Selected Financial and Other Operating Data,' 'Management's
Discussion and Analysis of Financial Condition and Results of Operations,' and
the Company's financial statements, including the notes thereto, appearing
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
---------------------------------------------
ACTUAL
---------
PRO FORMA
--------------------------------
AS ADJUSTED
FOR THE
AS ADJUSTED STOCK OFFERING
FOR THE AND THE
STOCK OFFERING NOTES OFFERING
-------------- --------------
(IN THOUSANDS)

<S> <C> <C> <C>
Cash and cash equivalents............................................ $ -- $ $
Loans payable to the Parent Companies................................ 103,812
Long-term debt:
Senior Notes Due ........................................... --
Total long-term debt....................................... --
Stockholder's equity (deficit):
Class A Common Stock, $.01 par value; shares authorized, and
shares issued and outstanding on a pro forma basis,
respectively(1)...............................................
Class B Common Stock, $ par value; shares authorized,
and shares issued and outstanding on a pro forma basis,
respectively..................................................
Additional paid-in capital...................................... 522,458
Accumulated deficit (deficit)................................... (250,405)
--------- ------ ------
Total stockholders' equity (deficit)............................ 272,053 $ $
--------- ------ ------
Total capitalization....................................... $ 375,865 $ $
--------- ------ ------
--------- ------ ------
</TABLE>

- ------------

(1) Excludes shares of Class A Common Stock reserved for issuance under the
Company's Stock Option Plan. See 'Management -- Stock Option Plan.'

<PAGE>

<PAGE>
DIVIDEND POLICY

The Company has never paid or declared dividends on its capital stock and
intends to retain future earnings, if any, to finance its growth strategy and
the development and expansion of its networks and operations and, therefore,
does not anticipate paying any dividends in the foreseeable future. The decision
whether to pay dividends will be made by the Company's Board of Directors in
light of conditions then existing, including the Company's results of
operations, financial condition and requirements, business conditions, covenants
under loan agreements and other contractual arrangements, and other factors. In
addition, the Indenture will contain covenants that limit, but do not prevent,
the ability of the Company to pay dividends on the Common Stock. See 'Risk
Factors -- Absence of Dividends.'

<PAGE>

<PAGE>
DILUTION

The pro forma net tangible book value of the Company as of December 31,
1997 was $ million, or $ per share of Class A Common Stock. Pro forma net
tangible book value per share is determined by dividing the tangible net worth
of the Company (total assets less intangible assets and total liabilities) by
the aggregate number of shares of Class A Common Stock outstanding, assuming the
Reorganization had taken place on December 31, 1997. After giving effect to the
sale of the shares of Class A Common Stock offered hereby (at an assumed
initial public offering price of $ per share, the midpoint of the range set
forth on the cover page of this Prospectus) and the receipt and application of
the net proceeds therefrom, pro forma net tangible book value of the Company as
of December 31, 1997, would have been approximately $ million, or $ per
share. This represents an immediate in pro forma net tangible
book value of $ per share to the Existing Stockholders of the Company and an
immediate dilution in pro forma net tangible book value of $ per share to
purchasers of Class A Common Stock in the Stock Offering. The following table
illustrates this per share dilution.

<TABLE>
<S> <C>
Initial public offering price per share........................................................ $
Pro forma net tangible book value per share at December 31, 1997(1)............................
Increase in pro forma net tangible book value per share attributable to purchasers in the Stock
Offering.....................................................................................
Pro forma net tangible book value per share after the Stock Offering...........................
------
Dilution in pro forma net tangible book value per share to purchasers of Class A Common Stock
in the Stock Offering(2)..................................................................... $
------
------
</TABLE>

- ------------

(1) Pro forma net tangible book value per share at December 31, 1997, includes
.

(2) Dilution is determined by subtracting pro forma net tangible book value per
share after the Stock Offering from the initial public offering price per
share.

------------------------

The following table summarizes, on a pro forma basis, as of December 31,
1997, the numbers of shares purchased, the total consideration paid (or to be
paid) and the average price per share paid (or to be paid) by the Existing
Stockholders and the purchasers of Class A Common Stock in the Stock Offering,
at the initial public offering price of $ per share (the midpoint of the range
set forth on the cover page of this Prospectus), before deducting the estimated
Stock Offering expenses and underwriting discounts and commissions:

<TABLE>
<CAPTION>
TOTAL
SHARES PURCHASED CONSIDERATION AVERAGE
----------------- ----------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------ ------- ------ ------- ---------
(IN THOUSANDS)

<S> <C> <C> <C> <C> <C>
Existing Stockholders............................... % $ % $
Purchasers of Class A Common Stock in the Stock
Offering..........................................
Total.......................................... 100.0% $ 100.0%
------- ------ -------
------- ------ -------
</TABLE>

The foregoing calculations exclude an aggregate of: (i) shares of Class
A Common Stock issuable upon the exercise of options granted under the or
(ii) additional shares of Class A Common Stock reserved for grants or awards
under the .

<PAGE>

<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER OPERATING DATA

The selected statement of operations data for the years ended December 31,
1995, 1996 and 1997, and the selected balance sheet data as of December 31, 1996
and 1997, are derived from, and are qualified by reference to, the financial
statements of the Company, including the notes thereto, audited by Ernst & Young
LLP, independent auditors, appearing elsewhere in this Prospectus. The selected
statement of operations data for the year ended December 31, 1994 and the
selected balance sheet data as of December 31, 1994 and 1995 have been derived
from audited financial statements of the Company not included herein. The
selected statement of operations data for the year ended December 31, 1993 and
the selected balance sheet data as of December 31, 1993 have been derived from
the Company's unaudited internal financial statements, which in the opinion of
management, have been prepared on the same basis as the audited financial
statements and reflect all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the Company's results of
operations and financial position. The pro forma data as of and for the year
ended December 31, 1997 gives effect to the Offerings as if they occurred at the
beginning of 1997, with respect to statement of operations data, and December
31, 1997, with respect to balance sheet data. Such pro forma amounts are
presented for informational purposes only and are not necessarily indicative of
the actual amounts that would have been reported if the transactions had been
consummated at the dates indicated, nor are they necessarily indicative of
future results. The selected other operating data has been derived from the
accounting records of the Company and has not been audited. The selected
financial and other operating data set forth below should be read in conjunction
with 'Management's Discussion and Analysis of Financial Condition and Results of
Operations' and the Company's financial statements, including the notes thereto,
appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
1993 1994 1995 1996 1997
------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Dedicated transport services............................ $ 1,913 $ 2,169 $ 6,505 $ 20,362 $ 44,529
Switched services....................................... -- -- 350 3,555 10,872
------- -------- -------- -------- --------
Total revenues..................................... 1,913 2,169 6,855 23,917 55,401
------- -------- -------- -------- --------
Costs and expenses:
Operating............................................... 3,219 10,454 14,458 24,412 38,618
Selling, general and administrative(1).................. 7,035 26,066 33,727 59,684 53,922
Depreciation and amortization........................... 578 1,213 7,216 22,353 38,466
------- -------- -------- -------- --------
Total costs and expenses........................... 10,832 37,733 55,401 106,449 131,006
------- -------- -------- -------- --------
Operating loss............................................... (8,919) (35,564) (48,546) (82,532) (75,605)
Gain on disposition of investment(2)......................... -- -- -- -- 11,018
Equity in losses of unconsolidated affiliates................ (392) (1,611) (1,391) (1,547) (2,082)
Interest, net................................................ (81) (3) (25) (52) (2,103)
------- -------- -------- -------- --------
Net loss..................................................... $(9,392) $(37,178) $(49,962) $(84,131) $(68,772)
------- -------- -------- -------- --------
------- -------- -------- -------- --------
Pro forma basic and diluted loss per common share............ $ --
--------
--------
Pro forma average common shares.............................. --
--------
--------
Deficiency in the coverage of fixed charges by earnings
before fixed charges....................................... $(9,000) $(35,567) $(48,571) $(82,584) $(66,690)
------- -------- -------- -------- --------
------- -------- -------- -------- --------
OTHER OPERATING DATA:
EBITDA(3).................................................... $(8,341) $(34,351) $(41,330) $(60,179) $(37,139)
Capital expenditures......................................... 7,154 50,293 141,479 144,815 127,315
Pro forma interest expense(4)................................
Pro forma deficiency in coverage of fixed charges by earnings
before fixed charges....................................... $
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS ADJUSTED
YEAR ENDED DECEMBER 31, AS ADJUSTED FOR THE STOCK
------------------------------------------------------ FOR THE OFFERING AND
1993 1994 1995 1996 1997 STOCK OFFERING NOTES OFFERING
------- ------- -------- -------- -------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (AT END OF
PERIOD):
Cash and cash equivalents......... $ -- $ -- $ -- $ -- $ --
Property, plant and equipment,
net............................. 5,364 53,139 199,005 323,161 415,158
Total assets............ 10,129 60,604 214,963 341,480 438,077
Loans payable to the Parent
Companies....................... -- -- -- -- 103,812
Long-term indebtedness............ -- -- -- -- --
Other liabilities................. -- 102 383 1,128 --
Total shareholders'
equity................ 4,856 33,749 179,589 294,937 272,053
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------------------------
1993 1994 1995 1996 1997
----- ------ ------- ------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING DATA(5):
Operating Networks....................................................... 3 8 15 18 19
Route miles.............................................................. 168 880 3,207 5,010 5,913
Fiber miles.............................................................. 5,820 24,995 116,286 198,490 233,488
Voice grade equivalent circuits.......................................... -- 13,658 125,644 636,889 1,697,607
Digital telephone switches............................................... -- -- 1 2 14
Employees................................................................ 78 239 508 673 714
Access lines............................................................. -- -- 493 2,793 16,078
</TABLE>

- ------------

(1) Includes expenses resulting from transactions with affiliates of $3,294 in
1995, $4,077 in 1996 and $4,249 in 1997.

(2) In September 1997, the Company sold its 20% interest in NHT Partnership
pursuant to the Hyperion Transactions. In connection with the Hyperion
Transactions, the Company received $7.0 million in cash and the other 50% of
the equity interests in certain telecommunications partnerships serving the
Albany and Binghamton, New York markets that the Company did not already own
in exchange for the Company's interests in certain unconsolidated
telecommunications partnerships serving the Syracuse and Buffalo, New York
markets. The Company recognized a gain of approximately $11.0 million
relating to these transactions.

(3) EBITDA consists of operating income (loss) before depreciation and
amortization. Industry analysts generally consider EBITDA to be an important
measure of comparative operating performance of the telecommunications
industry, and when used in comparison to debt levels or the coverage of
interest expense, as a measure of liquidity. However, EBITDA should be
considered in addition to, not as a substitute for, operating income, net
income, cash flow and other measures of financial performance and liquidity
reported in accordance with generally accepted accounting principles. EBITDA
as defined herein may not be comparable to similarly titled measures
reported by other companies. Additionally, certain covenants contained in
the Indenture are based on EBITDA. See the Combined Statements of Cash Flows
contained elsewhere in this Prospectus.

(5) Includes all managed properties including unconsolidated affiliates
(MetroComm AxS, Inc. in Columbus, Ohio and the Albany and Binghamton, New
York networks). Albany and Binghamton were wholly owned at December 31,
1997.

<PAGE>

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
the Company's financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Certain information contained in the discussion
and analysis set forth below and elsewhere in this Prospectus, including
information with respect to the Company's plans and strategy for its business
and related financing, includes forward-looking statements that involve risk and
uncertainties. See 'Risk Factors' for a discussion of important factors that
could cause actual results to differ materially from the results described in or
implied by the forward-looking statements contained herein.

OVERVIEW

The Company is a leading facilities-based CLEC in selected metropolitan
markets across the United States, offering a wide range of business telephony
services, primarily to medium- and large-sized business customers. To date, the
majority of the Company's revenues were derived from the provision of 'private
line' and 'direct access' telecommunications services. Because the Company has
deployed switches in 14 of its 19 markets as of December 31, 1997, management
expects that a growing portion of its revenues will be derived from providing
switched services. The Company's customers are principally
telecommunications-intensive business end-users, IXCs, ISPs, wireless
communications companies and governmental entities. Such customers are offered a
wide range of integrated telecommunications products and services, including
dedicated transmission, local switched, data and video transmission services and
Internet services. In addition, the Company benefits from its strategic
relationship with TW Cable both through network facilities access and
cost-sharing. As a result, the Company's networks have been constructed
primarily through the use of fiber capacity licensed from TW Cable. As of
December 31, 1997, the Company operated networks in 19 metropolitan markets that
spanned 5,913 route miles, contained 233,488 fiber glass miles and offered
service to 2,425 buildings. The Company's consolidated revenues were $55.4
million for the year ended December 31, 1997. As of December 31, 1997, the
Parent Companies had invested $522.5 million in the Company.

To date, the Company's revenues have been derived primarily from end user
to end user private line connections and from a variety of services including:
(i) access between IXCs, (ii) access between end users and IXCs, (iii)
collocated special access, (iv) collocated points of presence ('POP') to LECs
switched access transport and (v) local switched services. Since its inception
in 1993, the Company has experienced significant growth in revenues and in the
geographic scope of its operations. Management believes an increasing portion of
the Company's future growth will come from the provision of local switched
services as a result of the 14 switches deployed as of December 31, 1997 and the
two additional switches deployed in January 1998. The shift of the revenue
growth to switched services may cause the Company's revenues to become less
predictable since a portion of such services are billed to customers on a usage
basis. Dedicated transport customers are typically billed a flat monthly rate
which produces a less variable stream of revenues for the Company. Furthermore,
it is expected that the growth in the switched services offerings will expand
the Company's customer base by making more services available to customers that
are generally smaller than those who purchase dedicated transport services.

The Company plans to expand its revenue base by fully exploiting available
network capacity in its existing markets and by continuing to develop and
selectively tailor new services in competitively-priced packages to meet the
needs of its medium- and large-sized business customers. The Company plans on
selectively entering new markets and intends to have networks under construction
or operational in several additional cities by the end of 1999.

Operating expenses consist of costs directly related to the operation and
maintenance of the networks and the provision of the Company's services. This
includes the salaries and related expenses of operations and engineering
personnel as well as costs from the ILECs and other competitors for facility
leases and interconnection. These costs have increased over time as the Company
has increased its operations and revenues. It is expected that these costs will
continue to increase, but at a slower rate than revenue growth.

<PAGE>

<PAGE>
Selling, general and administration expenses consist of salaries and
related costs for employees other than those involved in operations and
engineering. Such expenses also include costs related to non-technical facility,
sales and marketing, regulatory and legal costs. These costs have increased over
time as the Company has increased its operations and revenues. The Company
expects these costs to continue to increase as the Company's revenue growth
continues, but at a slower rate than revenue growth.

The Company has not historically, and does not currently, generate positive
operating cash flow. However, for the year ended December 31, 1997, twelve of
the Company's nineteen markets generated positive cash flow and the Company, as
a whole, expects to begin generating positive operating cash flow within the
next 12-18 months. The following comparative discussion of the results of
financial condition and results of operations of the Company includes an
analysis of changes in revenues, operating income (loss) before depreciation and
amortization. Industry analysts generally consider EBITDA to be an important
measure of comparative operating performance for the telecommunications
industry, and when used in comparison to debt levels or the coverage of interest
expense, as a measure of liquidity. However, EBITDA should be considered in
addition to, not as a substitute for, operating income, net income, cash flow
and other measures of financial performance and liquidity reported in accordance
with generally accepted accounting principles. EBITDA as defined herein may not
be comparable to similarly titled measures reported by other companies.

The Company has had and will continue to have significant capital
expenditures. These expenditures pertain to the historical construction and
expansion of the networks and to the future expansion of the existing networks
as well as the construction of new networks.

RESULTS OF OPERATIONS

The following table sets forth certain consolidated statement of operations
data of the Company, in thousands of dollars and expressed as a percentage of
net revenues, for each of the periods presented. This table should be read in
conjunction with the Company's financial statements, including the notes
thereto, appearing elsewhere in this Prospectus:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1995 1996 1997
------------------ ------------------ ------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Dedicated transport services........ $ 6,505 94.9% $ 20,362 85.1% $ 44,529 80.4%
Switched services................... 350 5.1 3,555 14.9 10,872 19.6
-------- ------ -------- ------ -------- ------
Total revenues................. 6,855 100.0 23,917 100.0 55,401 100.0
Costs and expenses:
Operating........................... 14,458 210.9 24,412 102.1 38,618 69.7
Selling, general and
administrative(1)................. 33,727 492.0 59,684 249.5 53,922 97.3
Depreciation and amortization....... 7,216 105.3 22,353 93.5 38,466 69.4
-------- ------ -------- ------ -------- ------
Total costs and expenses....... 55,401 808.2 106,449 445.1 131,006 236.4
Operating loss........................... (48,546) (708.2) (82,532) (345.1) (75,605) (136.4)
Gain on disposition of investment(2)..... -- -- -- 11,018 19.9
Equity in losses of unconsolidated
affiliates............................. (1,391) (20.3) (1,547) (6.5) (2,082) (3.8)
Interest, net............................ (25) (0.3) (52) (0.2) (2,103) (3.8)
-------- ------ -------- ------ -------- ------
Net loss................................. $(49,962) (728.8)% $(84,131) (351.8)% $(68,772) (124.1)%
-------- ------ -------- ------ -------- ------
-------- ------ -------- ------ -------- ------
</TABLE>

- ------------

(1) Includes expenses resulting from transactions with affiliates of
$3,294 in 1995, $4,077 in 1996 and $4,249 in 1997.

(footnotes continued on next page)

<PAGE>

<PAGE>
(footnotes continued from previous page)

(2) In September 1997, the Company sold its 20% interest in NHT Partnership and
simultaneously liquidated its interest in Newchannels Hyperion
Telecommunications Partnership of New York. In connection with the Hyperion
Transactions, the Company received $7.0 million in cash and 50% of the
equity interests in certain telecommunications partnerships serving the
Albany and Binghamton, New York markets that the Company did not already own
in exchange for the Company's interests in certain unconsolidated
telecommunications partnerships serving the Syracuse and Buffalo, New York
markets. The Company recognized a gain of approximately $11.0 million
relating to these transactions.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

Revenues. Revenues increased $31.5 million, or 131.6%, to $55.4 million in
1997, from $23.9 million in 1996. Revenues from the provision of dedicated
transport services increased $24.1 million, or 118.7%, to $44.5 million in 1997,
from $20.4 million in 1996. Revenue from dedicated transport service increased
116.0% in those markets in which dedicated transport services were offered as of
December 31, 1996. Switched service revenue increased $7.3 million, or 205.8%,
to $10.9 million in 1997, from $3.6 million in 1996. Switched services revenue
increased 138.7% in those markets in which switched services were offered as of
December 31, 1996. The increase in revenues from dedicated transport services
primarily reflected growth of services offered in existing markets. The increase
in switched services resulted from the offering of services in new markets and
the growth of services in existing markets. At December 31, 1997, the Company
offered dedicated transport services in 18 consolidated markets and switched
services in 14 markets, as compared to offering dedicated transport services in
15 markets and switched services in 2 markets at December 31, 1996.

Operating Expenses. Operating expenses increased $14.2 million, or 58.2%,
to $38.6 million in 1997, from $24.4 million in 1996. The increase in operating
expenses was primarily attributable to the Company's expansion of its business,
principally switched services, and the ongoing development of existing markets
resulting in higher technical personnel costs, higher LEC charges for circuit
leases and interconnection and higher data processing costs. As a percentage of
revenue, operating expenses decreased to 69.7% in 1997 from 102.1% in 1996.

Selling, General and Administrative. Selling, general and administrative
expenses decreased $5.8 million, or 9.7%, to $53.9 million in 1997, from $59.7
million in 1996. The decrease in selling, general and administrative expenses
was primarily attributable to the absence of a $5.5 million charge recorded in
1996 to terminate certain employees as well as the on-going cost reduction due
to lower employee headcount, partially offset by higher direct sales costs
associated with the increase in revenues. As a percentage of revenues, selling,
general and administrative expenses decreased to 97.3% in 1997 from 249.5% in
1996.

Depreciation and Amortization Expense. Depreciation and amortization
expense increased $16.1 million, or 72.1%, to $38.5 million in 1997, from $22.4
million in 1996. The increase in depreciation and amortization expense was
primarily attributable to higher capital expenditures related to the ongoing
construction and expansion of the Company's telecommunications networks in both
1997 and 1996. As a percentage of revenues, depreciation and amortization
expenses decreased to 69.4% for 1997 from 93.5% for the same period in 1996.

Gain on Disposition of Investments. In September 1997, the Company sold its
20% interest in the NHT partnership (a telecommunication business located in
Buffalo, New York) and simultaneously liquidated its interest in the Newchannels
Hyperion Telecommunications Partnership of New York, which is a
telecommunications business providing service to the Albany, Binghamton and
Syracuse, New York markets. These transactions are collectively referred to as
the 'Hyperion Transactions.' In connection with the Hyperion Transactions, the
Company received approximately $7.0 million in cash and the remaining 50%
interests in certain telecommunications partnerships serving the Albany and
Binghamton, New York markets (the 'Hyperion Partnerships') that were previously
50% owned by the Company, in exchange for the Company's interests in certain
unconsolidated telecommunications partnerships serving the Syracuse and Buffalo,
New York markets. The Company recognized a gain of

<PAGE>

<PAGE>
approximately $11.0 million relating to these transactions. As a result of the
Hyperion Transactions, the Company began reporting the financial results of the
Albany and Binghamton operations on a consolidated basis effective September
1997.

EBITDA. The EBITDA loss in 1997 decreased $23.1 million, or 38.3%, to $37.1
million, from a loss of $60.2 million in 1996. This improvement was primarily
the result of increased revenues due to the Company's expansion of local
telecommunications networks in new and existing markets and growth of the
Company's customer base, partially offset by higher operating expenses in
support of the larger customer base.

Income Taxes. Pro forma net income tax benefits decreased by $6.2 million,
or 18.3%, to $27.6 million in 1997, from $33.8 million in 1996. These net income
tax benefits have been fully offset by corresponding increases in the valuation
allowance due to the uncertainty of realizing the benefit for tax losses on a
separate return basis. See Note 8 to the Company's financial statements
appearing elsewhere in this Prospectus.

Net loss. Net loss decreased $15.3 million, or 18.3%, to $68.8 million in
1997, from a net loss of $84.1 million in 1996. This improvement principally
resulted from the one-time $11.0 million gain resulting from the Hyperion
Transactions and from increased revenues generated by the Company's expanded
networks, partially offset by increased operating and depreciation and
amortization expenses relating to the Company's expansion of telecommunications
networks in new and existing markets.

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

Revenues. Revenues increased $17.0 million, or 248.9%, to $23.9 million in
1996, from $6.9 million in 1995. This increase reflected increased sales of
services in existing and new markets and growth of the Company's customer base.
Revenues from the provision of dedicated transport services increased $13.9
million, or 213.0%, to $20.4 million, in 1996, from $6.5 million in 1995.
Switched service revenue increased $3.2 million, or 915.7%, to $3.6 million in
1996, from $0.4 million in 1995. The increase in revenues from dedicated
services reflected growth in the existing markets and the commencement of
services in new markets. The increase in switched services reflected growth in
the existing markets. At December 31, 1996, the Company offered dedicated
transport services in 15 consolidated markets and switched services in 2
markets, as compared to offering dedicated transport services in 12 markets and
switched services in 1 market at December 31, 1995.

Operating Expenses. Operating expenses increased $9.9 million, or 68.8%, to
$24.4 million in 1996, from $14.5 million in 1995. The increase in operating
expenses was primarily attributable to higher technical personnel costs, LECs
charges for circuit leases and interconnection, data processing costs associated
with the Company's expansion into new markets and the ongoing development of
existing markets. As a percentage of revenues, operating expenses decreased to
102.1% in 1996 from 210.9% in 1995.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $26.0 million, or 77.0%, to $59.7 million in
1996, from $33.7 million in 1995. The increase in selling, general and
administrative expense was primarily due to higher personnel compensation costs
necessary to support the continued expansion of the Company's telecommunications
networks and customer base. In addition, the Company incurred a $5.5 million
charge to terminate certain employees. See 'Business.' As a percentage of
revenues, selling, general and administrative expenses decreased to 249.5% in
1996 from 492.0% in 1995.

Depreciation and Amortization Expense. Depreciation and amortization
expense increased $15.2 million, or 209.8%, to $22.4 million in 1996, from $7.2
million in 1995. This increase was primarily attributable to the ongoing
construction and expansion of the Company's telecommunications networks in both
1995 and 1996. As a percentage of revenues, depreciation and amortization
expense decreased to 93.5% in 1996 from 105.3% in 1995.

EBITDA. The EBITDA loss for 1996 increased $18.9 million, or 45.6%, to
$60.2 million, from a loss of $41.3 million in 1995. Overall, increased
operating and selling, general and administrative expenses resulting from the
Company's development of local telecommunications networks in new and existing
markets more than offset increased revenues.

<PAGE>

<PAGE>
Income Taxes. Pro forma net income tax benefits increased by $13.7 million,
or 68.2%, to $33.8 million in 1996, from $20.1 million in 1995. These net income
tax benefits have been fully offset by corresponding increases in the valuation
allowance due to the uncertainty of realizing the benefit for tax losses on a
separate return basis. See Note 8 to the Company's financial statements
appearing elsewhere in this Prospectus.

Net loss. Net loss increased $34.1 million, or 68.4%, to $84.1 million in
1996, from $50.0 million in 1995. This increase resulted principally from
increased expenses relating to the Company's expansion of telecommunications
networks in new and existing markets. These increased expenses were partially
offset by increased revenues generated by the Company's expanded networks.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has not maintained cash balances since all the
Company's cash receipts and funding requirements were provided to or from the
Parent Companies. Part of the proceeds from the Offerings are expected to fund
the Company's future cash balances. Upon completion of the Offerings, the Parent
Companies and the Existing Stockholders will not be under any obligation to make
any additional equity investments in or loans to the Company.

For the year ended December 31, 1997, the Company's cash used in operations
decreased to $27.0 million from $50.3 million for the year ended December 31,
1996. This decrease in cash used in operations of $23.3 million principally
resulted from lower EBITDA losses during 1997. Cash used in operations increased
$15.8 million in 1996 from $34.5 million in 1995, primarily as a result of
increased EBITDA losses partially offset by other balance sheet changes. The
Company expects to continue to have operating cash flow deficiencies for the
near future as it develops and expands its business.

Cash used in investing activities decreased $28.6 million to $120.6 million
in 1997, as compared to $149.2 million in 1996. This decrease resulted
principally from lower capital expenditures due to a slower rate of expansion
and $7.0 million of cash proceeds received in 1997 relating to the Hyperion
Transactions. Cash used in investing activities in 1996 increased $3.9 million
to $149.2 million from $145.3 million in 1995, principally as a result of higher
capital expenditures used to build the Company's networks. As discussed more
fully below, the Company has made substantial capital expenditures in order to
develop and expand its business.

The development of the Company's business and the installation and
expansion of the Company's communications networks, combined with the
development and operation of the Company's network operations center ('NOC'),
have resulted in substantial capital expenditures. These capital expenditures,
as well as the Company's historical operating losses, have resulted in
substantial negative cash flow for the Company since inception in 1993. Funding
of this historical cash flow deficiency has been primarily accomplished through
the receipt of capital contributions from the Parent Companies through June 30,
1997. From July 1, 1997, the deficiency has been funded through interest bearing
loans from the Parent Companies. The net balance of amounts due to the Parent
Companies, including interest payable thereon, under this funding arrangement
was $103.8 million as of December 31, 1997. The average net capital
contributions from the Parent Companies were $499.5 million for the six months
ended June 30, 1997 and $376.8 million and $179.2 million for the years ended
December 31, 1996 and 1995, respectively. Additional paid-in capital balances,
which include all capital contributions from the Parent Companies totaled
approximately $522.5 million, $476.6 million and $277.1 million at December 31,
1997, 1996 and 1995, respectively.

The facilities-based telecommunications service business is a capital
intensive business. The Company's operations have required and will continue to
require substantial capital investment for: (i) the purchase and installation of
switches, electronics, fiber and other technologies in existing networks and in
additional networks to be constructed in new markets; and (ii) the acquisition
and expansion of networks currently owned and operated by other companies. The
Company's expected capital expenditures for general corporate and working
capital purposes include (i) expenditures with respect to the Company's
management information system and corporate service support infrastructure and
(ii) operating and administrative expenses with respect to new networks and debt
service. During 1997, capital expenditures were $127.3 million, a decrease of
$17.5 million from $144.8 million in 1996.

<PAGE>

<PAGE>
The decrease was principally due to a slower rate of expansion into new markets
in 1997. Capital expenditures in 1996 increased $3.3 million from $141.5 million
in 1995. The Company plans to make substantial capital investments in connection
with the deployment of switches in all of its existing networks, and plans to
construct and develop new networks. Expansion of the Company's networks will
include the geographic expansion of the Company's existing operations and will
consider the development of new markets. In addition, the Company may acquire
existing networks in the future. The Company estimates it will require $147.7
million in 1998 and $152.8 million in 1999 to fund its capital expenditures.

Net cash provided by financing activities reflects the receipt of
non-interest bearing capital contributions from the Parent Companies to fund the
Company's cash flow deficiencies. These net capital contributions decreased
$51.9 million to $147.6 million in 1997 as compared to $199.5 million in 1996.
This decrease was primarily due to lower cash funding requirements principally
due to operating cash flow associated with the Company's expansion of its
customer base and services in new and existing markets and lower capital
expenditure requirements. Net capital contributions in 1996 increased to $199.5
million from $179.8 million in 1995. The increase in net capital contributions
is primarily due to higher cash funding requirements principally due to
operating cash flow associated with the Company's expansion of its customer base
and services in new and existing markets and higher capital expenditures
requirements.

The net proceeds to the Company from the sale of shares of Class A
Common Stock in the Stock Offering are estimated to be approximately $ million
(approximately $ million if the U.S. Underwriters' over-allotment option is
exercised in full), assuming an initial public offering price of $ per share,
the midpoint of the range set forth on the cover page of this Prospectus, after
deducting underwriting discount and estimated expenses of the Stock Offering.
The net proceeds to the Company of the Notes Offering are estimated to be
approximately $ million after deducting underwriting discount and estimated
expenses of the Notes Offering.

Pending the foregoing uses, the net proceeds of the Offerings will be
invested in short-term, money market instruments.

The Company expects that its future cash requirements will principally be
for working capital, capital expenditures and to fund its operating losses. The
Company expects that the net proceeds of the Offerings after the repayment of
$ million in loans to the Parent Companies, together with internally generated
funds and borrowings expected to be available under its future credit facility,
will provide sufficient funds for the Company to expand its business as planned
and to fund its losses through ( if the Notes Offering is not
consummated). Thereafter, the Company expects to require additional financing.
However, in the event that the Company's plans or assumptions change or prove to
be inaccurate, or the foregoing sources of funds prove to be insufficient to
fund the Company's growth and operations, or if the Company consummates
acquisitions, the Company may be required to seek additional capital sooner than
currently anticipated. The Company's revenues and costs are dependent upon
factors that are not within the Company's control, such as regulatory changes,
changes in technology and increased competition. Due to the uncertainty of these
and other factors, actual revenues and costs may vary from expected amounts,
possibly to a material degree, and such variations are likely to affect the
level of the Company's future capital expenditures and expansion plans. Sources
of financing may include public or private debt or equity financing by the
Company or its subsidiaries or other financing arrangements.

<PAGE>

<PAGE>
YEAR 2000

The Company is currently working to resolve the potential impact of the
year 2000 on the processing of time-sensitive information by its computerized
information systems. Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the applicable year. In
such case, programs that have time-sensitive logic may recognize a date using
'00' as the year 1900 rather than the year 2000, which could result in
miscalculations or system failures. Management is in the process of completing a
review of significant software and equipment used in the Company's operations
and, to the extent practicable, in the operations of its key business partners,
in order to determine if any year 2000 risks exist that may be material to the
Company as a whole. This process includes an assessment of year 2000 risks on an
ongoing basis and the identification of practical remediation measures that
could be taken on a timely basis to alter, validate or replace time-sensitive
software and equipment. Management has already begun implementing certain of
these measures and intends to complete its remediation efforts prior to any
anticipated material impact on its computerized information systems. Costs of
addressing potential problems have not been material to date and, based on
preliminary information from the Company, its customers and vendors, are not
currently expected to have a material adverse impact on the Company's financial
position, results of operations or cash flows in future periods. However, if the
Company, its customers or vendors are unable to resolve such processing issues
in a timely manner, it could result in a material financial risk. Accordingly,
management plans to devote the resources it concludes are appropriate to resolve
all significant year 2000 issues in a timely manner.

EFFECTS OF INFLATION

Inflation has not had a significant effect on the Company's operations.

<PAGE>

<PAGE>
BUSINESS

OVERVIEW

The Company is a leading facilities-based CLEC in selected metropolitan
markets across the United States, offering a wide range of business telephony
services, primarily to medium- and large-sized business customers and other
carriers. The Company's customers are principally telecommunications-intensive
business end-users, IXCs, ISPs, wireless communications companies and
governmental entities. Such customers are offered a wide range of integrated
telecommunications services, including dedicated transmission, local switched,
data and video transmission services and certain Internet services. The Company
has deployed switches in 14 of its 19 markets as of December 31, 1997, and
management expects that a growing portion of the Company's revenues will be
derived from providing switched services. In addition, the Company benefits from
its strategic relationship with TW Cable both through network facilities access
and cost-sharing. As a result, the Company's networks have been constructed
primarily through licensing the use of fiber capacity from TW Cable. As of
December 31, 1997, the Company operated networks in 19 metropolitan markets that
spanned 5,913 route miles, contained 233,488 fiber glass miles and offered
service to 2,426 buildings. Consolidated revenues for the Company, which have
historically been primarily derived from private line services, grew by 131.6%
for the year ended December 31, 1997 as compared to the same period in 1996.

The business of the Company was commenced in 1993 by TW Cable, originally
to provide certain telephony services together with cable television. In January
1997, the Company put in place a new management team that is implementing a
business strategy focused exclusively on serving business customers, rapidly
providing switched services in all the Company's markets and expanding the range
of business telephony services offered by the Company.

The Company believes that the 1996 Act and certain state regulatory
initiatives provide increased opportunities in the telecommunications
marketplace by opening all local markets to competition and requiring ILECs to
provide increased direct interconnection. According to the FCC, in 1996 the
total revenues for the telecommunications industry amounted to $222 billion, of
which $122 billion was local service and $100 billion was long distance. To
capitalize on these significant opportunities, the Company has accelerated its
deployment of high capacity digital switches in its markets and is aggressively
marketing switched services to medium- and large-sized businesses.

BUSINESS STRATEGY

The Company's primary objective is to be a leading CLEC in its existing and
future markets offering medium- and large-sized businesses superior
telecommunications services through advanced networks. The key elements of the
Company's business strategy include the following:

Leverage Existing Fiber Optic Networks. The Company has designed and built
its networks to serve geographic locations where management believes there are
large numbers of potential customers. As of December 31, 1997, the Company
operated networks that spanned over 5,913 route miles and contained over 233,488
fiber miles. The Company's highly concentrated networks have yet to be fully
exploited and provide the capacity to serve a substantially larger base of
customers. Management believes that the Company's extensive fiber network
capacity allows it to: (i) increase orders substantially from new and existing
customers without incurring significant additional capital expenditures and
operating expenses; (ii) emphasize its facilities-based services rather than
resales of network capacity of other providers; and (iii) exert greater control
over its services than the Company's competitors that are dependent upon off-net
facilities, thereby providing better customer service.

Expand Switched Services. The Company provided a broad range of switched
services in 14 of its markets as of December 31, 1997, and plans to provide
switched services in all of its current markets by the end of 1998. For the year
ended December 31, 1997, consolidated revenues from switched service grew by
205.8% as compared to the same period in 1996. Because the demand for switched
services is greater than for dedicated transport services and the Company has
been rapidly installing switches in its markets, management expects the Company
to derive a growing portion of its revenues from switched services. The Company
utilizes high capacity digital 5-ESS switches manufactured by Lucent.

<PAGE>

<PAGE>
Target Medium- and Large-Sized Business Customers. The Company operates
networks in metropolitan markets that have high concentrations of medium- and
large-sized businesses. Such businesses tend to be telecommunications-intensive
and are more likely to seek the greater reliability provided by an advanced
network such as the Company's. Thus, management believes that significant
economies of scale may be achieved by focusing and intensifying its sales and
marketing efforts on such businesses as they are potentially high volume users
of the Company's services. To drive revenue growth in these markets, the Company
is aggressively expanding its direct sales force to focus on such business
customers.

Interconnect Cities within Market Clusters. The 19 cities in which the
Company currently operates are grouped in six geographic clusters across the
United States. The Company plans to interconnect each city within a cluster with
broadband, fiber optic facilities of its own or licensed from TW Cable and/or
third parties. Interconnecting cities within a cluster will enable the Company
to increase its revenue potential by addressing customers' regional long
distance voice, data and video requirements. In 1998, management plans to begin
interconnecting cities within the Company's Midwest, Southwest and Southeast
clusters.

Utilize Strategic Relationships with TW Cable. The Company has benefited
from and continues to leverage its relationships with TW Cable, the second
largest multiple system cable operator in the U.S., by licensing and sharing the
cost of digital fiber optic facilities. This licensing arrangement allows the
Company to benefit from TW Cable's access to rights-of-way, easements, poles,
ducts and conduits. See 'Certain Relationships and Related
Transactions -- Certain Operating Agreements.' By leveraging its existing
relationship with TW Cable, the Company believes that it can increase revenues,
benefit from existing regulatory approvals and licenses, derive economies of
scale in network costs and extend its existing networks in a rapid, efficient
and cost-effective manner. Furthermore, management believes that the strong
awareness and positive recognition of the 'Time Warner' brand name significantly
contributes to its marketing programs and sales efforts by distinguishing it
from its competitors.

Expand Product Offerings. The Company intends to increase revenues and cash
flows by developing and tailoring diversified bundles of telephony services for
its customers. The services currently offered by the Company include a wide
range of dedicated transmission, local switched, data and video transmission
services and certain Internet services. The Company intends to offer additional
services including long distance service and other high speed data transport
services. The Company generally develops its customer base by first offering
basic telecommunications services to its new customers. As the needs of such
customers change and develop, the Company selectively bundles and offers more
sophisticated, higher margin products and services to them.

Enter into New Geographic Markets. The Company's strategy is to target
metropolitan markets possessing demographic, economic and telecommunications
demand profiles that it believes provide it with the potential to generate an
attractive economic return. Currently, the Company operates networks in a total
of 19 metropolitan markets. Management plans to have networks in operation or
under construction in several additional markets by the end of 1999, most of
which will be in markets where TW Cable has already made substantial
infrastructure investments. By licensing capacity from TW Cable's existing fiber
optic networks, the Company can develop new networks quickly and cost-
effectively, thereby giving it a competitive advantage over other CLECs. See
'Certain Relationships and Related Transactions -- Certain Operating
Agreements.'

Continue Disciplined Expenditure Program. The Company increases operational
efficiencies by pursuing a disciplined approach to capital expenditures. This
capital expenditure program requires that prior to making any expenditure on a
project, the project must be expected to meet stringent financial criteria such
as minimum recurring revenue, cash flow margins and rate of return. In addition,
to control capital expenditures and share the risks of developing costly new
networks, management is considering establishing strategic alliances with other
telecommunications providers in the form of joint ventures and possible
co-branding marketing programs.

<PAGE>

<PAGE>
MARKET OPPORTUNITY

The Company believes that the 1996 Act and certain state regulatory
initiatives provide increased opportunities in the telecommunications market
place by opening all local markets to competition and requiring ILECs to provide
increased direct interconnection. According to the FCC, in 1996 the total
revenues for the telecommunications industry amounted to $222 billion, of which
$122 billion was local service and $100 billion was long distance. To capitalize
on these significant opportunities, the Company accelerated its deployment of
high capacity digital switches in its markets and is aggressively marketing
switched services to its customers.

SERVICES

The Company provides its customers with a wide range of telecommunications
services, including dedicated transmission, local switched, data and video
transmission services and certain Internet services. The Company's dedicated
services, which include private line and special access services, use
high-capacity digital circuits to carry voice, data and video transmissions from
point-to-point in multiple configurations. Switched voice services offered by
the Company use high-capacity digital switches to route voice transmissions
anywhere on the public switched telephone network. In offering its dedicated
transmission and switched services, the Company also provides private network
management and systems integration services for businesses that require
combinations of various dedicated and switched telecommunications services. Data
services provided by the Company allow customers to create their own internal
computer networks and access external computer networks and the Internet. The
Company can provide its customers, including companies in the media industry,
with advanced video transport services such as point-to-point, broadcast-quality
video channels for video transmissions between two or more locations, including
video links to all the major television networks as well as to advertising
agencies and other customers. Internet services provided by the Company include
dedicated Internet access, Web site hosting, access and upstream transport for
local ISPs and electronic commerce services.

Dedicated Transport Services

The Company currently provides a complete range of dedicated transport
services with transmission speeds from 2.4 Kbps to 2.488 Gbps to its IXC and
end-user customers. All products and services can be used for voice, data, image
and video transmission.

The Company offers the following dedicated transport links:

POP-to-POP Special Access. Telecommunications lines linking the POPs
of one IXC or the POPs of different IXCs in a market, allowing the POPs to
exchange transmissions for transport to their final destinations.

End-User/IXC Special Access. Telecommunications lines between an end
user, such as a large business, and the local POP of its selected IXC.

Private Line. Telecommunications lines connecting various locations of
a customer's operations, suitable for transmitting voice and data traffic
internally.

Transport Arrangement Service. Provides dedicated transport between
LEC central offices and customer designated POPs of an IXC for transport of
LEC provided switched access or LEC provided special access. This
point-to-point service is available at DS1 or DS3 interfaces at both ends.

The Company's Broadcast Video TV-1, STS-1 and Private Network Transport
services use high-capacity digital circuits to carry voice, data and video
transmissions from point-to-point in flexible configurations involving different
standardized transmission speeds and circuit capacities, including analog voice
grade, DS0, DS1, DS3 and Sonet OC-N.

<PAGE>

<PAGE>
Switched Services

The Company's switched services provide business customers with local
calling capabilities and connections to their IXCs. The Company owns, houses,
manages and maintains the switch used to provide the services. The Company's
switched services include the following:

Business Access Line Service. This service provides voice and data
customers quality analog voice grade telephone lines for use at any time.
Business Access Line Service provides customers with flexibility in network
configurations because lines can be added, deleted and moved as needed.

TW Access Trunks. TW Access Trunks provide communication lines between
two switching systems. These trunks are utilized by PBX users to provide
access to the local, regional and long distance telephone networks. PBX
customers may use either the Company's telephone numbers or their
ILEC-assigned telephone numbers. Customer access to the Company's local
exchange services is accomplished by a DS1 digital connection or DS0 analog
trunks between the customer's PBX port and the Company's switching centers.

TW Local Toll Service. This service provides customers with a
competitive alternative to ILEC service for intraLATA toll calls. It is a
customized, high-quality local calling plan available to Business Access
Line and TW Access Trunk customers. The Company works with customers to
devise cost-saving programs based on actual usage and calling patterns.

Local Telephone Service. Local telephone service is basic local
exchange service which can be tailored to a customer's particular calling
requirements. Local telephone service includes operator and directory
assistance services, as well as an optional intraLATA toll plan.

Switched Access Service. Switched Access Services provide IXCs with a
switched connection to their customers for the origination and termination
of long distance telephone calls.

Other services offered by the Company include telephone numbers,
listings, customized calling features, voice messaging, hunting, blocking
services and ISDN.

Data Transmission Services

The Company offers its customers a broad array of data transmission
services that enable customers to create their own internal computer networks
and access external computer networks and the Internet. In 1996, the Company
introduced its native speed LAN inter-networking data service which is used to
connect workstations and personal computer users on one or more LANs. Native
speed services avoid the bottleneck problems that are frequently encountered
with customary DS-1 connections by providing the customer with a circuit that
matches the transmission speeds of its LAN. The Company's LAN service provides
dedicated circuits, guaranteed transmission capacity and guaranteed bandwidth
for virtually all LAN applications. Users can share files and databases as if
they were all working on the same computer, or within the same LAN.

As companies and communications become more sophisticated, there is an
increased need for customer access to superior traffic management of sensitive
data, video and voice transmission within a single metropolitan area, or between
various company operations. The Company's switched data services offer
sophisticated switching technology and provide high standards in reliability and
flexibility while enabling users to reduce the costs associated with
interconnecting architecturally diverse information systems. The Company's data
service offerings support evolving high-speed applications, such as multimedia,
desktop video conferencing and medical imaging. The Company offers native speed
connections to both end-users as well as interexchange data carriers. The
Company's services allow users to interconnect both high speed and low speed LAN
environments and to benefit from flexible billing, as well as detailed usage
reports.

Video Transmission Services

The Company provides broadcast quality digital and analog video link
services to its video services customers, including media industry customers,
such as television networks, and advertising agencies. The Company's video
services include offering broadcast quality, digital channel transmissions that
can be provided on a point-to-point or point-to-multipoint basis.

<PAGE>

<PAGE>
Internet Services

In most of its markets, the Company currently offers Internet services such
as dedicated Internet access, access and upstream transport for local ISPs and
for electronic commerce services. The Company believes that these services will
continue to be an important component of the Company's overall product offerings
and intends to continue to expand the offering of Internet services within its
markets.

PLANNED/FUTURE SERVICES

Long Distance Services

The Company intends to offer basic and enhanced long distance services,
such as toll free, calling card and international gateways to Europe and the
Pacific, targeting medium- and small-size business customers. Generally, large
businesses tend to obtain their long distance needs directly from the major
IXCs. The Company believes medium- and small-size businesses are more likely to
obtain their long distance services from CLECs rather than the major IXCs. As a
result, management believes that such medium- and small-sized end-users
represent a potential customer base for developing a market for the Company's
long distance services. The Company will purchase long distance capacity under
agreements, currently in negotiation, with major IXCs that provide the Company
capacity at competitive rates for resale and all support and billing services.
Management believes that the offering of long distance services will contribute
to revenue growth with profitable margins and will also add strategic sales and
marketing value as a bundled product.

Road Runner 'Work at Home' Services

TW Cable operates a high speed online content service, currently branded
'Road RunnerTM,' primarily to residential customers in a number of its cable
operating areas. There are currently active Road Runner operations in Albany,
Binghamton, San Diego, Memphis, Columbus, Tampa and Honolulu. As of December 31,
1997, TW Cable's Road Runner subscribers totaled approximately 27,000. The
Company expects that it and TW Cable will cooperate in providing services to or
on behalf of each other where advantageous Road Runner-related business
opportunities arise. See 'Certain Relationships and Related
Transactions -- Certain Operating Agreements.' For example, the Company may have
the first opportunity to provide network facilities to TW Cable for Road Runner
where facilities are not internally available. Further, the Company may be able
to act as a sales agent for (or otherwise team with) TW Cable for the Road
Runner residential services as part of an overall 'work at home' solution for
the Company's large business customers. As these services are in the
developmental stage, it is not possible to predict how significant the Road
Runner teaming arrangements with TW Cable will become.

TELECOMMUNICATIONS NETWORKS AND FACILITIES

Overview

The Company uses the latest technologies and network architectures to
develop a highly reliable infrastructure for delivering high-speed, quality
digital transmissions of voice, data and video telecommunications. The Company's
basic transmission platform consists primarily of optical fiber equipped with
high capacity SONET equipment deployed in fully redundant, self-healing rings.
These SONET rings give the Company the capability of routing customer traffic in
both directions around the ring, thereby eliminating loss of service in the
event of a cable cut. The Company's networks are designed for remote automated
provisioning, which allows the Company to meet customers' real time service
needs. The Company extends SONET rings or point to point links from rings to
each customer's premises over its own fiber optic cable and unbundled facilities
obtained from ILECs. The Company also installs diverse building entry points
where a customer's security needs require such redundancy. The Company then
places necessary customer-dedicated or shared electronic equipment at a location
near or in the customer's premises to terminate the link.

<PAGE>

<PAGE>
The Company serves its customers from one or more central offices or hubs
strategically positioned throughout its networks. The central offices house the
transmission and switching equipment needed to interconnect customers with each
other, the IXCs and other local exchange networks. Redundant electronics, with
automatic switching to the backup equipment in the event of failure, protects
against signal deterioration or outages. The Company continuously monitors
system components from its NOC and proactively focuses on avoiding problems
rather than upon merely reacting upon failure.

The Company adds switched, dedicated and data services to its basic fiber
optic transmission platform by installing sophisticated digital electronics at
its central offices and nodes and at customer locations. The Company's advanced
Lucent 5-ESS digital telephone switches are connected to multiple ILEC and long
distance carrier switches to provide the Company's customers access to
telephones in the local market as well as the public switched telephone network.
Similarly, in certain markets, the Company provides ATM switched and LAN
multiplexers at its customers' premises and in its central offices to provide
high speed LAN interconnection services.

The Company's strategy for adding customers is designed to maximize the
speed and impact of its marketing efforts while maintaining attractive rates of
return on capital invested to connect customers directly to its networks. To
initially serve a new customer, the Company may use various transitional links,
such as reselling a portion of an ILEC's network. Once the new customer's
communications volume and product needs are identified, the Company may build
its own fiber optic connection between the customer's premises and the Company's
network to accommodate: (i) the customer's needs; and (ii) the Company's efforts
to maximize return on network investment.

<PAGE>

<PAGE>
Telecommunications Networks

The following chart sets forth information regarding each of the Company's
active or currently planned telecommunications networks as of December 31, 1997:

<TABLE>
<CAPTION>
NETWORK SWITCH COMMERCIAL
COMMERCIALLY COMMERCIALLY FIBER ROUTE BUILDINGS MSA BUSINESS
METROPOLITAN AREA AVAILABLE AVAILABLE(1) MILES(2) ON-NET LINES(3)
- ----------------- ------------- ------------- ----------- ---------- ------------

<S> <C> <C> <C> <C> <C>
NEW YORK REGION
Albany, New York....................... Jul. 95 TBD 34 8 178,332
Binghamton, New York................... Jan. 95 TBD 73 16 70,301
Manhattan, New York.................... Feb. 96 Feb. 96 65 27 2,375,192
Rochester, New York.................... Dec. 94 Feb. 95 241 38 260,423

SOUTHWEST REGION
Austin, Texas.......................... Sep. 94 Apr. 97 248 71 321,030
Houston, Texas......................... Jan. 96 Sep. 97 384 71 1,133,864
San Antonio, Texas..................... May 93(5) Nov. 97 479 134 394,536
San Diego, California.................. Jun. 95 Jul. 97 193 83 1,005,994

SOUTHEAST REGION
Charlotte, N. Carolina................. Sep. 94 Dec. 97 582 147 372,714
Greensboro, N. Carolina................ Jan. 96 In Progress 86 6 265,080
Memphis, Tennessee..................... May 95 May 97 422 102 225,342
Raleigh, N. Carolina................... Oct. 94 Sep. 97 446 107 224,596

MIDWEST REGION
Cincinnati, Ohio....................... Jul. 95 Nov. 97 271 71 493,850
Columbus, Ohio(4)...................... Mar. 91(5) Jul. 97 217 112 393,791
Indianapolis, Indiana.................. Sep. 87(5) Dec. 97 205 98 370,621
Milwaukee, Wisconsin................... Feb. 96 Sep. 97 378 70 399,555

SOUTH REGION
Tampa, Florida......................... Dec. 97 Jan. 98 240 1 626,709
Orlando, Florida....................... Jul. 95 Jul. 97 826 126 439,238

HAWAII REGION
Honolulu, Hawaii....................... Jun. 94 Jan. 98 398 169 197,823
</TABLE>

- ------------

(1) Date of switch commercially available is the first date on which switched
services were provided to a customer of the Company.

(2) Licensed and owned fiber optic route miles.

(3) Metropolitan Statistical Areas ('MSA') business lines data are from ABI 1996
Business Data.

(4) The Columbus market is operated under a partnership, MetroComm AxS, which is
a 50% owned entity of the Company. However, the switch is owned by the
Company.

(5) The networks in Columbus, Ohio, San Antonio, Texas and Indianapolis, Indiana
were built by certain predecessor companies prior to the commencement of the
Company's business.

Information Systems Infrastructure

The Company uses advanced technology in its information systems
infrastructure. The Company also uses an integrated, nationwide client server
platform and coherent relational databases to increase employee productivity,
link itself electronically to its customers and develop real time data and
information. The architecture also enables the Company to rapidly re-engineer
its processes and procedures to lower its costs and to respond rapidly to
changing industry conditions. The Company's information systems deliver data at
the network, regional or corporate level, and also by customer and vendor. The
Company's information systems assist in the delivery of superior customer
service and real time support of network operations. The systems, which were
developed by an outside vendor but are

<PAGE>

<PAGE>
operated internally, utilize open system standards and architecture. As a
result, the Company is positioned to either purchase from third parties or
develop in-house supplementary information support systems as its needs arise.

Network Monitoring and Management

The Company provides a single point of contact for all of its customers and
consolidates all of its systems support, expertise and technical training at its
NOC in Englewood, Colorado. With over 340 technicians, customer service
representatives and administrative support staff dedicated to providing superior
customer service, the Company is able to quickly correct, and often anticipate,
any problems that may arise in its networks. The Company provides 24 hour-a-day
surveillance and monitoring of networks to achieve the Company's 99.98% network
reliability and performance. Network analysts monitor real-time alarm, status
and performance information for each circuit and the network equipment and react
swiftly to repair network failures.

Network Development and Application Laboratory

The Company's Network Development and Application Laboratory is a
comprehensive telecommunications technology, applications and services
development laboratory, equipped with advanced systems and equipment, including
those used by the Company in the operation of its local digital networks. The
center is designed to provide a self-contained testing and integration
environment, fully compatible with the Company's digital networks, for the
purposes of: (i) verifying the technical and operational integrity of new
equipment prior to installation in the networks; (ii) developing new services
and applications; (iii) providing a realistic training environment for
technicians, engineers and others; and (iv) providing a network simulation
environment to assist in fault isolation and recovery.

Billing Systems

The Company has historically developed its back office support functions
internally with limited reliance on outside vendors. Recently, the Company
entered into agreements with an outside vendor for the development, operation
and maintenance of its billing systems. See 'Risk Factors -- Dependence on
Information Billing Systems' and 'Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Year 2000.'

Agreements with TW Cable

The Company has entered into several agreements with TW Cable for the
license of fiber optic networks and certain facilities, administrative and
operating services, residential telephony support services and high speed online
transport services. See 'Certain Relationships and Related
Transactions -- Certain Operating Agreements.'

NETWORK DESIGN AND CONSTRUCTION

In order to leverage its relationship with TW Cable, the Company has
constructed its existing networks in selected metropolitan markets served by TW
Cable's fiber optic infrastructure. This has allowed the Company to develop, in
a cost-efficient way, an extensive network in each of its markets. As of
December 31, 1997, the Company's networks spanned 5,913 route miles, contained
233,488 fiberglass miles and offered service to 2,425 buildings with 1,697,607
VGE circuits in service.

Before deciding to construct or acquire a network in a particular city, the
Company's corporate development staff reviews the demographic, economic,
competitive and telecommunications demand characteristics of the city, including
its location, the concentration of potential business, government and
institutional end-user customers, the economic prospects for the area, available
data regarding IXC and end-user special access and switched access transport
demand and actual and potential CAP/CLEC competitors. Market demand is estimated
on the basis of market research performed by Company personnel and others,
utilizing a variety of data including estimates of the number of interstate
access

<PAGE>

<PAGE>
and intrastate private lines in the city based primarily on FCC reports and
commercial databases. This process has enabled the Company to reduce its
start-up costs and expedite lead times.

If a particular city targeted for development is found to have sufficiently
attractive demographic, economic, competitive and telecommunications demand
characteristics, the Company's network planning and design personnel design a
network targeted to provide access to the major IXC, POPs and the ILEC's
principal central office(s) in the city. Consistent with the Company's
disciplined capital expenditure program, distribution rings are designed to
cover strategic or highly concentrated business parks and downtown metropolitan
areas, and build-out to 100% of the identified end users is generally not
considered to be cost-effective since a portion of the end-users are located in
low density areas.

Based on the data obtained through the foregoing process, in connection
with either the construction or an acquisition of a network, the Company
develops detailed financial estimates based on the anticipated demand for the
Company's current services. If the financial estimates meet or exceed the
Company's minimum rate of return thresholds using a discounted cash flow
analysis, the Company's corporate planning personnel prepare a detailed business
and financial plan for the proposed network.

Prior to commencing construction, the Company's local staff, working
together with TW Cable, where applicable, obtains any needed city franchises,
permits, or other municipal requirements to initiate construction and operate
the network. In some cities, a construction permit is all that is required. In
other cities, a license agreement or franchise may also be required. Such
licenses, agreements and franchises are generally for a term of limited
duration. In addition, the 1996 Act requires that local governmental authorities
treat all telecommunications carriers in a competitively neutral,
non-discriminatory manner. The Company's current licenses and franchises expire
in years ranging from 1999 to 2015. City franchises often require payment of
franchise fees which in some cases can be directly passed through on customers'
invoices. The Company's local staff also finalizes arrangements for needed
rights-of-way. Rights-of-way are typically licensed from TW Cable under
multi-year agreements with renewal options and are generally non-exclusive. See
'Certain Relationships and Related Transactions -- Certain Operating
Agreements.' The Company leases underground conduit and pole space and other
rights-of-way from entities such as LECs and other utilities, railroads, long
distance providers, state highway authorities, local governments and transit
authorities. The 1996 Act requires most utilities, including most LECs and
electric companies, to afford CAPs/CLECs access to their poles, conduits and
rights-of-way at reasonable rates on non-discriminatory terms and conditions.

The Company's networks are constructed to cost-effectively access areas of
significant commercial end-user telecommunications traffic, as well as the POPs
of most IXCs and cellular companies and the principal LEC central offices in a
city. The Company establishes general requirements for network design, and
internally engineers the contemplated network and the required deployment.
Construction and installation services are provided by independent contractors,
including TW Cable, selected through a competitive bidding process. Company
personnel provide project management services, including contract negotiation
and supervision of the construction, testing and certification of all
facilities. The construction period for a new network varies depending upon the
number of route miles to be installed, the initial number of buildings targeted
for connection to the network, the general deployment of the network and other
field conditions. Networks that the Company has installed to date generally have
become operational within six to nine months after the beginning of
construction.

EQUIPMENT SUPPLY

The Company acquires Lucent 5-ESS digital switches pursuant to an exclusive
vendor agreement (the 'Lucent Agreement'), which provides for discounted
pricing. The Lucent Agreement expires in June of 1999 and is renewable for up to
three additional years upon the parties' mutual agreement. The Lucent Agreement
provides that if the Company purchases digital switches from a vendor other than
Lucent during the term of such agreement, Lucent, among other things, may
discontinue the agreed upon discounted pricing on all future orders, renegotiate
higher prices for digital switches and may not be liable for failures to meet
certain delivery and installation schedules on future orders.

<PAGE>

<PAGE>
CUSTOMERS AND SALES AND MARKETING

The Company's customers are principally telecommunications-intensive
medium- and large-sized businesses, long distance carriers, ISPs, wireless
communications companies and various government entities. Historically, the
Company's customers were primarily long distance carriers. While the Company's
carrier business has continued to grow in absolute numbers, it has declined as a
proportion of total business such that in 1997 end user customers accounted for
46.5% of the Company's revenues. For the year ended December 31, 1997, the
Company's top 10 customers accounted for 47.8% of the Company's total revenues.
The top three customers, which are IXCs, accounted for 30.8% of total revenues,
and no other customer accounted for 5% or more of revenues. See 'Risk Factors --
Dependence on Significant Customers.'

The Company's marketing emphasizes its: (i) reliable, facilities-based
networks, (ii) flexibly priced, bundled products and services; (iii) responsive
customer service orientation; and (iv) integrated operations, customer support
and network monitoring and management systems. The Company's centrally managed
customer support operations are designed to facilitate the processing of orders
for changes and upgrades in customer services. To reduce the inherent risk in
bringing new and untested telecommunications products and services to a
dynamically changing market, the Company introduces its products and services
once market demand develops and offers them in diversified, competitively-priced
bundles, thereby increasing usage among its existing customers and attracting
new customers. The services offered by the Company are typically priced at a
discount to the prices of the ILECs.

With a direct sales force in each of its markets along with regional and
national sales support, the Company targets medium- and large-sized
telecommunications-intensive businesses in the markets served by its networks.
Compensation for the Company's sales representatives is based primarily on
commissions that are tied to sales generated. The Company's customers include
financial services firms, health care, media, telecommunications services and
high tech companies and various governmental institutions. In addition, the
Company markets its services through sales agents, landlords, advertisements,
trade journals, media relations, direct mail and participation in trade
conferences.

The Company also targets long-distance carriers, ISPs, large, strategic
business accounts and wireless telephone companies through its national sales
organization. The Company has master services agreements (which generally set
forth technical standards, ordering processes, pricing methodologies and service
grade requirements, but do not guarantee any specified level of business for the
Company) with a significant number of the long-distance carriers, including
AT&T, MCI Communications Corporation, Sprint Corporation, WorldCom, Inc. and
LCI, Inc. By providing long-distance companies with a local connection to their
customers, the Company enables them to avoid complete dependence on the ILECs
for access to customers and to obtain a high quality and reliable local
connection. The Company provides a variety of transport services and
arrangements that allow long distance carriers to connect their own switches in
both local areas (intra-city) and in wide areas (inter-city). Additionally, long
distance companies may purchase the Company's transport services that allow them
to connect their switch to an ILEC switch and to end user locations directly.
The Company's advanced networks allow it to offer high volume business customers
and long-distance carriers uniformity of services, pricing, quality standards
and customer service.

CUSTOMER SERVICE

With over 340 expert technicians, customer service representatives and
administrative support staff, the Company provides its customers with continuous
support and superior service. To serve its customers, account representatives
are assigned to the Company's customers to act as effective liaisons with the
Company. Technicians and other support personnel are available in each of the
Company's markets to react to any network failures or problems. In addition, the
NOC provides 24 hour-a-day surveillance and monitoring of networks to maintain
the Company's network reliability and performance. See ' -- Telecommunications
Networks and Facilities -- Network Monitoring and Management.'

<PAGE>

<PAGE>
COMPETITION

The Company believes that the principal competitive factors affecting its
business are, and will continue to be, (i) the availability of proven support
systems for the Company's back office systems, including provisioning and
billing, (ii) competition for skilled, experienced personnel, and (iii)
regulatory decisions and policies that promote competition. The technologies and
systems which provide back office support for the CLEC industry are nascent and
may not keep pace with the growth of order volume, integration with other
systems, and production of required information for systems managers. The best
personnel in all areas of the Company's operations are in demand by the numerous
participants in the highly specialized CLEC industry. While the Company's
employee base is very stable, it is anticipated that others in the industry will
continue to demand high quality personnel and will thus drive pressure to
maintain extremely competitive compensation and benefits packages in addition to
an attractive work environment. Regulatory environments at both the state and
Federal level differ widely and have considerable influence on the Company's
market and economic opportunities and resulting investment decisions. The
Company believes it must continue monitoring regulatory developments and remain
active in its participation in regulatory issues.

Services substantially similar to those offered by the Company are also
offered by the ILECs, which include Ameritech Corporation, Bell Atlantic
Corporation, BellSouth Corporation, SBC Communications Inc. ('SBC') and GTE
Corporation. The Company believes that ILECs generally benefit from their
long-standing relationships with customers, substantial technical and financial
resources greater than those of the Company, have the potential to subsidize
services of the type offered by the Company from service revenues not subject to
effective competition and currently benefit from certain existing regulations
that favor the ILECs over CLECs such as the Company in certain respects. In
addition, in most of the metropolitan areas in which the Company currently
operates, at least one, and sometimes several, other CAPs or CLECs offer
substantially similar services at substantially similar prices to those of the
Company. Other CLECs, CAPs, cable television companies, electric utilities, long
distance carriers, microwave carriers, wireless telephone system operators and
private networks built by large end users currently do, and may in the future,
offer services similar to those offered by the Company.

The Company believes that the 1996 Act will provide increased business
opportunities by opening all local markets to competition and requiring ILECs to
provide increased direct interconnection. However, under the 1996 Act, the FCC
and some state regulatory authorities may provide ILECs with increased
flexibility to reprice their services as competition develops and as ILECs allow
competitors to interconnect to their networks. In addition, some new entrants in
the local market may price certain services to particular customers or for
particular routes below the prices charged by the Company for services to those
customers or for those routes, just as the Company may itself underprice those
new entrants for other services, customers or routes. If the ILECs and other
competitors lower their rates and can sustain significantly lower prices over
time, this may adversely affect revenues of the Company if it is required by
market pressure to price at or below the ILECs' prices. If regulatory decisions
permit the ILECs to charge CAPs/CLECs substantial fees for interconnection to
the ILECs' networks or afford ILECs other regulatory relief, such decisions
could also have a material adverse effect on the Company. However, the Company
believes that the negative effects of the 1996 Act may be more than offset by
(i) the increased revenues available as a result of being able to address the
entire local exchange market, (ii) mutual reciprocal compensation with the ILEC
that results in the Company terminating its local exchange traffic on the ILEC's
network at little or no net cost to the Company, (iii) obtaining access to
off-network customers through more reasonably priced expanded interconnection
with ILEC networks and (iv) a shift by IXCs to purchase access services from
CAPs/CLECs instead of ILECs. There can be no assurance, however, that these
anticipated results will offset completely the effects of increased competition
as a result of the 1996 Act.

Historically, the Company has been able to build new networks and expand
existing networks in a timely and economical manner through strategic
arrangements such as leasing fiber optic cable from TW Cable, which already
possesses rights-of-way and has facilities in place. The Company intends to use
its experience and presence in the telecommunications industry to fully exploit
its available capacity,

<PAGE>

<PAGE>
further develop and expand its existing telecommunications infrastructure and
offer a diversified range of products and services in competitively priced
bundles.

GOVERNMENT REGULATION

Historically, interstate and foreign communication services were subject to
the regulatory jurisdiction of the FCC, and intrastate and local
telecommunications services were subject to regulation by state public service
commissions. With the enactment of the 1996 Act, competition in all
telecommunications market segments, including interstate and intrastate, local
and long distance, became matters of national policy. As described below, the
respective roles of Federal and state regulators to establish rules and pricing
requirements to implement that policy remain the subject of litigation.
Nonetheless, the Company believes that the national policy fostered by the 1996
Act should contribute to an increase in the market opportunities for the
Company. Because these developments require numerous actions to be implemented
by individual Federal and state regulatory commissions, and are subject to
particular legal, political and economic conditions, it is not possible to
predict the pace at which regulatory liberalization will occur.

Telecommunications Act of 1996

In early 1996, President Clinton signed the 1996 Act, the most
comprehensive reform of the nation's telecommunications laws since the
Communications Act. The 1996 Act prohibits state and local governments from
enforcing any law, rule or legal requirement that prohibits or has the effect of
prohibiting any person from providing any interstate or intrastate
telecommunications service. This provision of the 1996 Act should enable the
Company to provide a full range of local telecommunications services in any
state. States retain jurisdiction under the 1996 Act to adopt competitively
neutral regulations necessary to preserve universal service, protect public
safety and welfare, ensure the continued quality of telecommunications services
and safeguard the rights of consumers. States are also responsible for mediating
and arbitrating CLEC-ILEC interconnection arrangements if voluntary agreements
are not reached. Therefore, the degree of state regulation of local
telecommunications services may be substantial.

The 1996 Act imposes a number of access and interconnection requirements on
all local exchange providers, including CLECs, with additional requirements
imposed on ILECs. The 1996 Act requires CLECs and ILECs to attempt to resolve
interconnection issues through negotiations for at least 135 days. During these
negotiations, the parties may submit disputes to state regulators for mediation
and, after the negotiation period has expired, the parties may submit
outstanding disputes to state regulators for arbitration. As of December 31,
1997, the Company has executed 33 definitive interconnection agreements with
ILECs, covering 18 of its markets. The Company has executed interconnection
agreements with the ILECs in each of its markets in which it offers switched
services and has negotiated, or is negotiating, secondary interconnection
arrangements with carriers whose territories are adjacent to the Company's for
intrastate intraLATA toll traffic and extended area services.

Under the 1996 Act, the FCC was required to establish rules and regulations
to implement the local competition provisions of the 1996 Act within six months
of enactment. In August 1996, the FCC issued two reports and orders. In the
First Report and Order, the FCC promulgated rules to govern interconnection,
resale, unbundled network elements, and the pricing of those facilities and
services, as well as the negotiation and arbitration procedures to be utilized
by states to implement those requirements. In the Second Report and Order, the
FCC adopted rules to govern the dialing parity requirements of the 1996 Act.

In July 1997, the Eighth Circuit Court of Appeals issued a decision in
which it affirmed certain portions of the FCC's rules and vacated others. It
vacated the FCC rules governing the pricing of interconnection, resale, and
unbundled network elements on the basis that the FCC lacks jurisdiction to
establish pricing rules for intrastate service. It also vacated rules allowing
requesting carriers to select from among various provisions of individual
interconnection agreements between ILECs and other carriers, and rules
permitting the combining of network elements. In a subsequent decision, the
court vacated the FCC's dialing parity rules with respect to intraLATA service.
In October 1996, the Eighth

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<PAGE>
Circuit Court of Appeals issued an order on rehearing in which it vacated one
additional FCC rule. The vacated rule prohibited ILECs from separating network
elements that they currently combine, except upon request. Although the FCC's
rules governing the pricing of interconnection, unbundled network elements, and
resale have been vacated by the Eighth Circuit Court of Appeals, interconnection
and arbitration proceedings at the state level have continued with the states
implementing their own pricing standards.

Several entities, including the United States government, have submitted
petitions for certiorari asking the U.S. Supreme Court to review the orders of
the Eighth Circuit Court of Appeals. Those petitions ask the Supreme Court to
review the Court of Appeals' ruling that the FCC lacks jurisdiction to establish
pricing rules for intrastate services and facilities as well as to establish
dialing parity requirements for intrastate (including most intraLATA) service.
In addition, the petitions ask the Supreme Court to review the Court of Appeals'
decision to vacate the so-called 'pick and choose' rule established by the FCC.
That rule required LECs to make available to requesting carriers (including the
Company) any provision from any interconnection, unbundled network element or
resale agreement between an ILEC and any requesting carrier approved by a state
commission. Finally, several of the petitions (including that of the U.S.
government) have asked the Supreme Court to review the October 1996 rehearing
order vacating the FCC rule which required ILECs to make available combined
packages of network elements.

On January 26, 1998, the Supreme Court issued an order granting all of the
petitions for certiorari seeking its review of the order of the Eighth Circuit
Court of Appeals. The case will not be heard until autumn 1998, and may not be
decided until 1999. Unless the Supreme Court reverses the rulings of the Eighth
Circuit Court of Appeals, interconnection, resale and unbundled network element
pricing questions will continue to be determined solely by state commissions
based upon each state's own pricing rules and standards. The obligation to
provide dialing parity for intrastate services will remain a requirement of the
1996 Act, although it will be left to the states to establish rules to implement
that requirement. In addition, there will be no Federal obligation for ILECs to
offer combined platforms of network elements, although state commissions may
impose such a requirement. The Company believes that the availability of
combined platforms of network elements could create economic incentives for new
competitors to enter local markets through acquisition of ILEC network element
platforms rather than by investing in their own network facilities as the
Company does.

The 1996 Act provides a detailed list of items which are subject to these
interconnection negotiations, as well as a detailed set of duties for all
affected carriers. All local exchange carriers, including CLECs, have a duty to
(i) not unreasonably limit the resale of their services, (ii) provide number
portability if technically feasible, (iii) provide dialing parity to competing
providers, (iv) provide access to poles, ducts and conduits and (v) establish
reciprocal compensation arrangements for the transport and termination of
telecommunications.

Under the 1996 Act and rules established by the FCC in 1996 (and modified
on reconsideration in 1997), LECs, including the Company, are required to make
available number portability. Number portability refers to the ability of users
of telecommunications services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliability, or
convenience when switching from one telecommunications carrier to another. Under
the schedule for number portability implementation established by the FCC, LECs
are required to implement number portability in the 100 largest Metropolitan
Statistical Areas ('MSAs') over a 5-phase period which begins on October 1, 1997
and concludes December 31, 1998. Thereafter, in areas outside the 100 largest
MSAs, LECs are required to make available number portability within 6 months of
receipt of a specific request from another telecommunications carrier.

The 1996 Act and the FCC's rules also require LECs to implement dialing
parity. Dialing parity refers to the ability of a person that is not an
affiliate of a LEC to be able to provide telecommunications services in such a
manner that customers have the ability to route automatically without the use of
any access code, their telecommunications to the telecommunications service
provider of the customer's designation from among 2 or more telecommunications
service providers (including such LEC). Under rules promulgated by the FCC in
1996, all LECs, including the Company, are required to provide intraLATA and
interLATA dialing parity not later than February 8, 1999.

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<PAGE>
However, if a LEC also provides interLATA service as the Company does, that LEC
was required to provide dialing parity by August 8, 1997. LECs unable to comply
with that August 8, 1997 deadline were required to have notified the FCC by May
8, 1997.

In addition to those general duties of all LECs, ILECs have additional
duties to (i) interconnect at any technically feasible point and provide service
equal in quality to that provided to their customers or the ILEC itself, (ii)
provide unbundled access to network elements at any technically feasible point,
(iii) offer retail services at wholesale prices for the use of competitors, (iv)
provide reasonable public notice of changes in the network or the information
necessary to use the network and (v) provide for physical collocation. The 1996
Act further imposes various pricing guidelines for the provision of certain of
these services. Both the ILECs and the requesting carriers have a statutory duty
to negotiate in good faith regarding these arrangements, and the RBOCs, in
particular, must successfully achieve agreements, leading to the development of
facilities based competition for business and residential users, in order to
enter the long distance markets within their regions. The Company has
successfully concluded interim agreements governing interconnection arrangements
in all of the states in which it holds CLEC authority. A number of the Company's
competitors are arbitrating issues governing interconnection. The Company's
interim agreements will be replaced by final arrangements which will reflect the
outcome of arbitration and utility commission proceedings concerning pricing and
other terms of interconnection. The Company cannot predict the outcome of such
arbitration and utility commission proceedings.

As noted above, the Company, in those states in which it is a CLEC, is
subject to five obligations under the 1996 Act. Specifically, the Company must
(i) not unreasonably limit the resale of its services, (ii) provide number
portability if technically feasible, (iii) provide dialing parity to competing
providers, (iv) provide access to poles, ducts and conduits owned by it and (v)
establish reciprocal compensation arrangements for the transport and termination
of telecommunications. The Company does not restrict the resale of its services,
engages in reciprocal compensation arrangements, and provides dialing parity,
satisfying three of the five requirements. The Company generally licenses poles,
ducts and conduits, and therefore owns few such rights-of-way subject to the
requirement to make them available to other carriers. Finally, the Company now
provides interim number portability and is prepared to provide full number
portability in 1998, in compliance with FCC requirements.

The 1996 Act establishes procedures under which BOCs may apply to the FCC
for authority to provide interLATA service from states within their operating
regions. A BOC seeking in-region interLATA authority must demonstrate that it is
subject to competition from a competitor in the state with whom it has entered
into an interconnection agreement and which is providing service to business and
residential customers within the state exclusively or predominantly over its own
facilities. Alternatively, the BOC may seek in-region interLATA authority if no
provider has requested access and interconnection, and the BOC has in place a
state commission-approved statement of generally available terms and conditions
for access and interconnection which is available to competitors. Further,
access and interconnection agreements must comply with each point of a 14 point
competitive checklist. To date, four applications by BOCs for in-region
interLATA authority have been filed with the FCC. An application filed by SBC
for authority in Oklahoma was denied by the FCC in June 1997. In March of 1998,
SBC's appeal was denied. In addition, in a decision that is currently being
appealed, SBC recently prevailed in a civil lawsuit in U.S. District Court that
challenged the constitutionality of the provisions of the 1996 Act governing BOC
entry into the long distance market. Ameritech applied for authority to provide
interLATA service in Michigan. That application has been denied. The Company
anticipates that the RBOCs will eventually comply with the competitive
checklists and that their applications to provide interLATA service will
ultimately be approved. BellSouth applied for authority to provide in-region,
interLATA services in both Louisiana and South Carolina. Those applications were
denied and are currently being appealed.

If the BOCs become authorized to provide in-region interLATA service, they
will be able to offer customers a full range of local and long distance
services. BOC entry into the interLATA services markets may reduce the market
shares held by major IXCs, which are among the Company's largest customers.
However, the Company believes that BOC entry into the interLATA market will
encourage IXCs to increase their use of exchange access services offered by the
Company and by other CLECs

<PAGE>

<PAGE>
rather than the exchange access services of the BOCs. When BOCs provide long
distance services outside their local telephone service areas, they will be
potential customers of the Company's services as well as services of other CLECs
and CAPs.

The 1996 Act obligates the FCC to establish mechanisms for ensuring that
consumers, including low income consumers and those located in rural, insular
and high cost areas, have access to telecommunications and information services
at rates reasonably comparable to those charged for similar services in urban
areas. The 1996 Act also requires the FCC to establish funding mechanisms to
make available access to telecommunications services, including advanced
services, to schools, libraries and rural health care centers. These
requirements are generally referred to as the universal service requirements of
the 1996 Act. In May 1997, the FCC adopted rules to implement the universal
service requirements. Under those rules, all telecommunications carriers,
including the Company, will be required to contribute to support universal
service. If the Company offers to provide local exchange service to all
customers within certain geographic areas, it may be deemed to be an 'Eligible
Carrier' and therefore entitled to subsidy funds under the program established
by the FCC. Certain aspects of universal service, including the formulas to be
used to quantify local service costs remain under study by the FCC.

Federal Regulation

Through a series of regulatory proceedings, the FCC has established
different levels of regulation for 'dominant carriers' and 'nondominant
carriers.' For domestic interstate telecommunications purposes, the ILECs are
generally classified as dominant carriers, and all other carriers, including the
Company and other CLECs are classified as nondominant carriers. As a nondominant
carrier, the Company has been required to file tariffs and periodic reports with
the FCC concerning the Company's interstate circuits and deployment of network
facilities. The FCC has proposed eliminating this reporting requirement for
IXCs, and the Company and another CAP have filed petitions with the FCC asking
that it permit CAPs to dispense with filing of FCC tariffs, at the option of the
carrier. On June 19, 1997, the FCC issued a memorandum opinion and order
granting the Company's petition that the FCC forbear from requiring it and other
nonincumbent LECs to file tariffs for their interstate access services. Thus,
the Company now provides interstate access service to customers pursuant to
contracts. This will improve the Company's flexibility in implementing changes
to its interstate access service prices in response to competition and will
reduce the Company's regulatory compliance costs. Tariffs must still be filed
with respect to other interstate services, such as long distance services.

The FCC's action does not, however, impact the Company's state public
utility commission tariff requirements. Whether or not the Company is subject to
a tariff filing requirement, the Company must offer its interstate services on a
nondiscriminatory basis, at just and reasonable rates, and it is subject to the
complaint provisions of the Communications Act. For its current offering of
interstate services as a nondominant carrier, the Company is not subject to rate
of return or price cap regulation by the FCC and may install and operate digital
facilities for the transmission of interstate communications without prior FCC
authorization. Pursuant to the 1996 Act, the Company will become subject to
additional Federal regulatory obligations when it provides local exchange
service in a market, such as the access and interconnection requirements that
are imposed on all local exchange providers. See 'Telecommunications Act of
1996.'

State Regulation

The Company has acquired all state government authority needed to conduct
its business as currently contemplated to be conducted. Most state public
service commissions require carriers that wish to provide local and other
jurisdictionally intrastate common carrier services to be authorized to provide
such services. The Company's operating subsidiaries and affiliates are
authorized as common carriers in ten states. This certification covers the
provision of switched services including local basic exchange service, point to
point private line, competitive access services, and in five states long
distance services. The certification process has become fairly routine since the
passage of the 1996 Act.

<PAGE>

<PAGE>
Local Government Authorizations

The Company may be required to obtain from municipal authorities street
opening and construction permits and other rights and other rights-of-way to
install and expand its networks in certain cities. In some cities, the Company's
affiliates or subcontractors may already possess the requisite authorizations to
construct or expand the Company's networks.

In some of the metropolitan areas where the Company provides network
services, the Company pays license or franchise fees based on a percent of gross
revenues. There can be no assurance that municipalities that do not currently
impose fees will not seek to impose fees in the future, nor is there any
assurance that, following the expiration of existing franchises, fees will
remain at their current levels. Under the 1996 Act, municipalities are required
to impose such fees on a competitively neutral and nondiscriminatory basis.
There can be no assurance, however, that municipalities that currently favor the
ILECs will conform their practices in a timely manner or without legal
challenges by the Company or another CAP or CLEC.

If any of the Company's existing franchise or license agreements for a
particular metropolitan area were terminated prior to its expiration date and
the Company were forced to remove its fiber optic cables from the streets or
abandon its network in place, even with compensation, such termination could
have a material adverse effect on the Company's operation in that metropolitan
area and could have a material adverse effect on the Company.

The Company is party to various regulatory and administrative proceedings,
however, subject to the discussion above, the Company does not believe that any
such proceedings will have a material adverse effect on its business.

COMPANY NAME

The use of the 'Time Warner' name by the Company is subject to a certain
license agreement with TW. See 'Risk Factors -- Discontinuance of Use of `Time
Warner' Name' and 'Certain Relationships and Related Transactions -- Certain
Operating Agreements.'

EMPLOYEES

As of December 31, 1997, the Company employed approximately 710 full-time
employees, none of whom are represented by a union or covered by a collective
bargaining agreement. The Company believes that its relations with its employees
are good. In connection with the construction and maintenance of its networks
and the conduct of its other business operations, the Company uses third party
contractors, some of whose employees may be represented by unions or collective
bargaining agreements. The Company believes that its success will depend in part
on its ability to attract and retain highly qualified employees and maintain
good working relations with its current employees.

PROPERTIES

The Company leases network hub sites and other facility locations and sales
and administrative offices, substantially all of which are leased from TW Cable,
in each of the cities in which it operates networks. During 1996 and 1997,
rental expense for the Company's facilities and offices totaled approximately
$3.9 million and $4.7 million, respectively. The Company owns no material real
estate. Management believes that its properties, taken as a whole, are in good
operating condition and are suitable and adequate for the Company's business
operations. The Company currently leases approximately 130,000 square feet of
space in Greenwood Village, Colorado, where its corporate headquarters are
located.

LEGAL PROCEEDINGS

The Company is a party to various claims and legal and regulatory
proceedings arising in the ordinary course of business. The Company does not
believe that such claims or proceedings, individually or in the aggregate, will
have a material adverse effect on the Company's business, financial condition or
results of operations.

<PAGE>

<PAGE>
MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth certain information (as of March 31, 1998)
with respect to the persons who are members of the Board of Directors, executive
officers or key employees of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- ---------
<S> <C> <C>
Richard J. Bressler................... 40 Director*
Peter R. Haje......................... 63 Director*
Spencer B. Hays....................... 53 Director*
Stephen A. McPhie..................... 43 President
Larissa L. Herda...................... 39 Senior Vice President, Sales
Paul B. Jones......................... 50 Senior Vice President, Regulatory and Public Policy
Raymond H. Whinery.................... 43 Senior Vice President, Operations and Implementation
A. Graham Powers...................... 51 Senior Vice President, Engineering and Technology
David J. Rayner....................... 41 Vice President, Finance
Julie A. Rich......................... 44 Vice President, Human Resources and Business Administration
</TABLE>

- ------------

* Prior to the completion of the Stock Offering, the Board of Directors will be
reconstituted and the directors will be selected and nominated in accordance
with the Stockholders Agreement.

Directors, Executive Officers and Certain Key Employees

Mr. Bressler has served as Executive Vice President and Chief Financial
Officer of Time Warner Inc. since January 15, 1998. Prior to that, he served as
Time Warner Inc.'s Senior Vice President and Chief Financial Officer from March
16, 1995; as Senior Vice President, Finance from January 2, 1995; and as a Vice
President prior to that.

Mr. Haje has served as Executive Vice President and General Counsel of Time
Warner Inc. since October 1, 1990 and Secretary since May 20, 1993.

Mr. Hays has served as Vice President and Deputy General Counsel of Time
Warner Inc. for more than the past five years.

Mr. McPhie has served as President of the Company since January 1997. Prior
to joining the Company, Mr. McPhie was Vice President of Business Development of
U S West, Inc. since November 1995. From 1993 to 1995, Mr. McPhie served as
Senior Vice President of MFS Network Technologies. From 1989 to 1993, Mr. McPhie
was the President of the Mission Group, a telecommunications consultancy.

Ms. Herda was appointed the Company's Senior Vice President, Sales in March
1997. From 1989 to 1997, Ms. Herda was employed by MFS Telecom Inc., most
recently as Southeast Regional Vice President and General Manager.

Mr. Jones has served as the Senior Vice President, Regulatory and Public
Policy for the Company since October 1993. From 1992 to 1993, Mr. Jones served
as Senior Vice President, Corporate Development of Time Warner Cable Ventures.
Mr. Jones was Senior Vice President and General Counsel of Warner Cable from
1987 to 1992 and Vice President, Strategy and Development of CBS Publishing
Group from 1985 to 1986. From 1977 to 1979, Mr. Jones was the Assistant General
Counsel for the FCC.

Mr. Whinery has held the position of Senior Vice President, Operations and
Implementation since January 1997. From May 1994 to January 1997, Mr. Whinery
served as the Senior Director of Engineering and Planning. Prior to May 1994,
Mr. Whinery was employed by U S West, Inc. since 1978 and acted as General
Manager of Idaho, Montana, North Dakota and South Dakota from 1992 to 1994.

<PAGE>

<PAGE>
Mr. Powers was appointed Senior Vice President, Engineering and Technology
in June 1996. From August 1993 to May 1996, Mr. Powers served as Senior Vice
President, Operations Development and Business Implementation. Prior to joining
the Company, Mr. Powers was the President of Telecommunications Strategy Inc.
from May 1992 to July 1993 and previously held various management positions at
American Television and Communications Corporation.

Mr. Rayner was appointed the Company's Vice President, Finance in February
1997. Prior to his appointment, Mr. Rayner served as Controller, a position held
since May 1994. From 1982 to 1994, Mr. Rayner held various financial and
operational management positions in Time Warner Cable.

Ms. Rich was appointed the Company's Vice President, Human Resources and
Business Administration in March 1998. From June 1996 to February 1998, she
owned an independent human resources consulting practice. From 1984 to 1996 she
was a founder of XEL Communications, Inc. and held positions of Director and
Vice President of Human Resources.

COMPENSATION OF DIRECTORS

It is currently anticipated that directors who are officers of the Company
or of any of the holders of Class B Common Stock will receive no compensation
for their services as directors. Each director who is not an officer of the
Company or of any of the holders of Class B Common Stock is entitled to receive
an annual retainer of $ (to be paid % in cash and % in Class A Common
Stock) and an additional $ plus reasonable expenses for attending each meeting
of the Board of Directors. Each such director is also entitled to be paid $
annually for each committee of the Board of Directors for which such director
serves as chairman.

BOARD COMPOSITION

Directors are elected annually. The Stockholders Agreement provides that
the Board of Directors shall consist of up to 10 directors and that at each
annual meeting of the Company's stockholders at which directors are elected, the
holders of the Class B Common Stock (all of which is currently held by the
Existing Stockholders) will vote their shares in favor of the following
nominees: (i) up to seven nominees selected by the holders of Class B Common
Stock, (ii) the Chief Executive Officer of the Company (the 'CEO') and (iii) two
nominees who are neither employed by nor affiliated with the Company or any
holder of Class B Common Stock and who are selected by a committee comprised of
the members of the Board of Directors, other than the CEO and the independent
directors. See 'Certain Relationships and Related Transactions -- Stockholders
Agreement.' The holders of the Class A Common Stock will not have the right, as
a class, under the Company's Restated Certificate of Incorporation or the
Stockholders Agreement to nominate any individuals for election to the Board of
Directors.

COMMITTEES OF BOARD OF DIRECTORS

The Board of Directors currently has two committees: (i) an Audit Committee
and (ii) a Compensation Committee.

The Audit Committee is currently comprised of . The Audit Committee
reviews and recommends to the Board, as it deems necessary, the internal
accounting and financial controls for the Company and the accounting principles
and auditing practices and procedures to be employed in preparation and review
of financial statements of the Company. The Audit Committee makes
recommendations to the Board concerning the engagement of independent public
accountants and the scope of the audit to be undertaken by such accountants.
Ernst & Young LLP presently serves as the independent auditors of the Company.

The Compensation Committee is currently comprised of . The
Compensation Committee reviews and, as it deems appropriate, recommends to the
Board policies, practices and procedures relating to the compensation of the
officers and other managerial employees and the establishment and administration
of employee benefit plans. The Compensation Committee exercises all authority
under any employee stock option plans of the Company as the Committee therein
specified (unless the Board

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resolution appoints any other committee to exercise such authority), and advises
and consults with the officers of the Company as may be requested regarding
managerial personnel policies. The Compensation Committee will have such
additional powers and be granted additional authority as may be conferred upon
it from time to time by the Board.

COMPENSATION OF EXECUTIVE OFFICERS

The following table shows compensation paid to, deferred or accrued for the
benefit of the Company's President and each of the four remaining most highly
compensated executive officers (the 'Named Executive Officers') for all services
rendered to the Company during the fiscal year ended December 31, 1997.

SUMMARY COMPENSATION TABLE

STOCK OPTION PLAN

EMPLOYMENT AGREEMENTS

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

STOCKHOLDERS AGREEMENT

In connection with the Stock Offering, the Existing Stockholders will enter
into a stockholders' agreement (the 'Stockholders Agreement'). The following
summary description of the Stockholders Agreement does not purport to be
complete and is qualified in its entirety by reference to the text of such
agreement, which is filed as an exhibit to the Registration Statement of which
this Prospectus forms a part. Additionally, there can be no assurance that the
Existing Stockholders will not cause the Stockholders Agreement to be amended,
modified or terminated or cause the Company to waive any provision of such
agreement.

The Stockholders Agreement provides that at each annual meeting of the
Company's stockholders at which directors are elected, the holders of the Class
B Common Stock will vote their shares in favor of the following nominees: (i) up
to seven nominees selected by the holders of Class B Common Stock (the 'Class B
Nominees') as described in the next paragraph, (ii) the CEO and (iii) two
nominees who are neither employed by nor affiliated with the Company or any
holder of Class B Common Stock and who are selected by a committee comprised of
the members of the Board of Directors, other than the CEO and the independent
directors.

Under the Stockholders Agreement, the Class B Nominees will be selected as
follows: initially three Class B Nominees will be designated by TW, three by U S
WEST and one by Newhouse. Under the Stockholders Agreement, the ability of the
Existing Stockholders to designate any Class B Nominees depends on the identity
of the particular stockholder and the percentage of shares of Common Stock owned
by it. Generally, subject to taking into account adjustments for dilution, each
Existing Stockholder must own at least 9.5% of the Common Stock to appoint one
director. In the case of TW, so long as it owns at least 19% of the Common Stock
it will be entitled to nominate three directors. In the event that TW owns less
than 19% of the Common Stock (such event, a 'TW Step Event'), the number of
directors which TW may nominate will decrease proportionally with its ownership
of the Common Stock until it owns less than 9.5%, at which point it will not be
entitled to nominate any directors. In the case of U S WEST, so long as a TW
Step Event has not occurred and it owns at least 9.5% of the Common Stock, U S
WEST will be entitled to nominate three directors. If a TW Step Event has
occurred, the number of directors that U S WEST is entitled to nominate will
decrease proportionally with its ownership of the Common Stock until it owns
less than 9.5%, at which point it will not be entitled to nominate any
directors. If a TW Step Event has not occurred but U S WEST owns less than 9.5%
of the Common Stock, it will not be entitled to nominate any directors. In the
case of Newhouse, so long as it owns at least 9.5% of the Common Stock, Newhouse
will be entitled to nominate one director.

The Stockholders Agreement prohibits any transfer of Class B Common Stock
held by the Existing Stockholders, unless expressly permitted under the terms
thereof. In addition, voting agreements relating to the Class B Common Stock
with any third party are prohibited.

In the event that a selling Class B Common Stockholder proposes to sell all
of the shares of Class B Common Stock received by it in the Reorganization
pursuant to a bona fide offer from an unaffiliated third party, such stockholder
shall give notice (the 'Refusal Notice') to all other holders of Class B Common
Stock, which notice shall contain the identify of the offeror and an offer to
sell such stock to such holders of Class B Common Stock upon the terms and
subject to the conditions set forth in the offer from the third party. The
non-selling holders of Class B Common Stock will have the right (the 'Right of
First Refusal') to purchase pro rata all, but not less than all, of such Class B
Common Stock within 45 days of the delivery of the Refusal Notice. If an
agreement in respect of such purchase is not reached during such 45 day period,
the selling Class B Stockholder shall be free, for a period of 90 days
thereafter, to sell such shares of Class B Common Stock to a third party on
terms and conditions that are no less favorable to the selling Class B Common
Stockholder than those contained in the Refusal Notice. In connection with the
sale by a holder of all, but not less than all, of the shares of Class B Common
Stock received by it in the Reorganization and then owned by such holder, such
holder shall have the right to transfer all of its right, if any, to nominate
Class B Nominees for election to the board. In addition, if TW proposes to sell
shares of Class B Common Stock that represent more than one-third

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of the voting power of the Common Stock, then other holders of Class B Common
Stock will have certain 'tag-along' rights that provide them with the right to
sell their shares of Class B Common Stock on a pro rata basis along with, and on
the same terms and conditions as, TW.

Except for transfers to other Class B Stockholders and any other transfer
described above, immediately prior to any direct transfer of Class B Common
Stock or certain indirect transfers of Class B Common Stock all such shares of
Class B Common Stock will be required to be converted to Class A Common Stock;
provided, that neither (a) transfers in connection with the formation of a new
holding company and the acquisition by such new holding company of 100% of the
stock or assets of the ultimate parent of a Class B Common Stockholder, where
such new holding company continues to be publicly held after such transaction
and the stockholders of such ultimate parent immediately prior to such
transaction continue to hold a majority of the total voting power of the capital
stock of such new holding company immediately after such transaction or (b)
transfers by a holder of Class B Common Stock to its ultimate parent or to any
subsidiary of its ultimate parent shall be subject to the foregoing requirement.

The Existing Stockholders will have demand registration rights with respect
to shares of Class A Common Stock (including shares of Class A Common Stock
issuable or issued upon the conversion of shares of Class B Common Stock) on the
following terms: (i) no demand may be made during the first months after the
closing date of the Stock Offering, (ii) no more than one demand registration
will be effected by the Company within months from the effective date of the
previous demand registration, (iii) the Company will not be required to effect a
demand registration unless the aggregate number of shares of Class A Common
Stock to be registered is, at any given time, at least 2% of the total number of
all classes of Common Stock then outstanding and (iv) the demand registration
may be postponed for up to months if the Company believes that such
registration would have a material adverse effect on any proposal or plan to
engage in any financing, acquisition of assets or any merger, consolidation,
tender offer or other significant transaction. In addition, each Existing
Stockholder may cause the Company to include such stockholder's shares in
certain other registered offerings under the Securities Act, subject to certain
conditions. Each Existing Stockholder will pay all underwriting discounts and
commissions and any transfer taxes attributable to the sale of its shares. The
Company will pay all expenses relating to its obligations to file and maintain
the effectiveness of a registration statement, the legal fees of one counsel to
represent the Existing Stockholders and the fees and expenses of its auditors.

CERTAIN OPERATING AGREEMENTS

Capacity License Agreements. Each of the Company's local operations is
party to a certain Capacity License Agreement (the 'Capacity License') with the
local cable television operation of TW Cable, providing the Company with a 20
year exclusive right to utilize all of the capacity of specified fiber-optic
cable owned and maintained by the respective TW Cable operation. For the
Company's existing networks, such Capacity License has been fully paid and does
not require additional license fees (although certain maintenance fees and fees
for splicing and similar services are payable periodically). The Company may
request that the TW Cable construct and provide additional fiber-optic cable
capacity to meet the Company's future needs; however, TW Cable is not obligated
to provide such fiber capacity to the Company. See 'Risk Factors -- Relationship
with TW Cable.' If TW Cable provides such additional capacity, the Company will
pay a fully allocated share of the cost of construction of the cable upon which
capacity is to be provided. Such payments are due one-half upon commencement of
construction and the remainder upon initial acceptance of the capacity by the
Company. The Company is responsible for all taxes and franchise or similar fees
arising out of its utilization of the capacity, and a pro rata portion of other
out-of-pocket expenses incurred by TW Cable with regard to the cable upon which
such capacity is made available. The Company is permitted to use the capacity
for telecommunications services and any other lawful purpose, except for the
provision of Residential Services and Content Services. The Capacity Licenses do
not restrict the Company from licensing fiber optic capacity from parties other
than TW Cable. The Company has the right to terminate a Capacity License in
whole or in part at any time upon 180 days' notice and payment of any
outstanding fees regarding the terminated capacity. TW Cable has the right to
terminate a Capacity License upon 180

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days' notice in the event of, among other things, certain governmental
proceedings or third party challenges to TW Cable's franchises or the Capacity
Licenses. See 'Risk Factors -- Relationship with TW Cable.'

Facility Lease Agreements. The Company leases or subleases physical space
located at TW Cable's facilities for various purposes pursuant to certain
Facility Lease Agreements (the 'Facility Agreements'). In the event that at
least a majority of the ownership of any TW Cable system is not owned by one or
more Parent Companies (or their subsidiaries) the Company will be required, at
its own expense, to segregate and partition in a reasonable, secure manner its
leased or subleased space. The lease rates for properties owned by TW Cable and
leased to the Company are based upon comparable rents in the local market,
taking into account other factors such as the term of the lease, type of space,
square footage, location and leasehold improvements funded to date by TW Cable.
Generally, the term of such leases are for 15 years, with two five year options
to renew. With respect to properties leased by TW Cable, the Company is charged
a pro rata portion of the rent and fees payable under the primary lease. The
duration of the Company's subleases are coextensive with TW Cable's primary
lease.

Services Agreement. TW Cable provides certain administrative and operating
services, including certain payroll, tax, management information systems, and
legal support services, to the Company pursuant to a certain Administrative
Services Agreement (the 'Services Agreement'). The costs for such services are
determined by TW Cable based upon the Company's historical and projected usage,
depending on the amount and type of administrative services to be provided.

Residential Support Agreements. Pursuant to certain residential support
agreements ('Residential Agreements'), the Company will provide certain support
and interconnection services or service elements, on an unbundled basis, to TW
Cable for its residential telephony business. Generally, all rates for such
residential support services offered to TW Cable may be adjusted annually by the
Company, but may not be less favorable than the wholesale rates charged to the
Company's other customers.

Road Runner Agreement. The Company and TW Cable expect to enter into an
agreement (the 'Road Runner Agreement') covering principles they intend to
follow to cooperate in the marketing and provision of TW Cable's high speed
online 'Road Runner' services ('Road Runner Services'). The Company is expected
to have a right of first opportunity to provide TW Cable with any transport
services for Road Runner Services to businesses, provided that TW Cable does not
choose to provide such services directly over its own network and that the
Company's pricing for such services is no less favorable than those offered by
the Company's competitors. Road Runner Services for residential end-users that
are provided by TW Cable may be jointly marketed with the Company's offering of
Road Runner Services to business customers where mutually advantageous work at
home opportunities arise.

TW License Agreement. The use of the 'Time Warner' name by the Company is
subject to a certain License Agreement with TW (the 'License Agreement'). Upon
TW's owning less than % of the Common Stock, the Company may change its name
to 'TW Telecom Inc.' and the Company will no longer have the right to use of the
'Time Warner' name.

The Company believes that the terms and conditions, taken as a whole, of
the transactions described under the headings 'Capacity License Agreements,'
'Facility Lease Agreements,' 'Services Agreement,' 'Residential Support
Agreements,' 'Road Runner Agreement' and the 'TW License Agreement' were no less
favorable to the Company than could have been obtained from unaffiliated
parties.

PRINCIPAL STOCKHOLDERS

Prior to the Stock Offering, the Existing Stockholders beneficially owned
all of the assets and liabilities of the Company's business. In connection with
the Stock Offering, the Existing Stockholders contributed such assets and
liabilities to the Company and in return received all the outstanding shares of
the Class B Common Stock. The following table sets forth certain information
regarding the beneficial ownership of the equity securities of the Company as of
March 31, 1998, and immediately following the Stock Offering by: (i) each of the
Directors and the Named Executive Officers; (ii) all Directors and executive
officers as a group; and (iii) each owner of more than 5% of any class of equity

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securities of the Company ('5% Owners'). Unless otherwise noted, the address for
each executive officer of the Company is c/o the Company, 5700 S. Quebec Street,
Greenwood Village, CO 80111.

<TABLE>
<CAPTION>
CLASS A COMMON STOCK(1) CLASS B COMMON STOCK(1)
------------------------------------ -----------------------------------
PERCENT OF CLASS PERCENT OF CLASS
------------------------- ------------------------
PRIOR TO FOLLOWING PRIOR TO FOLLOWING
NO. OF STOCK THE STOCK NO. OF STOCK THE STOCK
SHARES OFFERING OFFERING SHARES OFFERING OFFERING
------- ---------- ----------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
TW(2)(6)..................................... 61.74% 61.74%
U S WEST(3)(6)............................... 19.09% 19.09%
Advance/Newhouse(4)(6)....................... 19.17% 19.17%
All Directors and executive officers as
a group ( persons)...................
</TABLE>

- ------------

* Represents less than one percent.

(1) The Company has two classes of outstanding Common Stock, the Class A Common
Stock and the Class B Common Stock. Beneficial ownership of the Common Stock
has been determined in accordance with the rules of the Commission. See
'Description of Capital Stock.'

(2) Owned by Time Warner Companies, Inc., American Television and Communications
Corporation, Warner Communications Inc. and TW/TAE Inc., each a wholly owned
subsidiary of Time Warner Inc. The business address of Time Warner Inc. is
75 Rockefeller Plaza, New York, NY 10019.

(3) Owned by U S WEST Multimedia Communications, Inc., an indirect wholly owned
subsidiary of U S WEST, Inc. The business address of U S WEST is 7800 East
Orchard Road, Englewood, CO 80111.

(4) Owned by Advance/Newhouse Partnership. The business address of
Advance/Newhouse is 5015 Campuswood Drive, East Syracuse, NY 13057.

(5) Except for the directors and executive officers named above, none of the
other directors of the Company beneficially own any shares of Class A Common
Stock or Class B Common Stock.

(6) Solely as a result of the agreement of the Existing Stockholders to vote in
favor of the others' director nominees under the Stockholders Agreement, the
Existing Stockholders may be deemed to share beneficial ownership of the
shares beneficially owned by each of them. See 'Certain Relationships and
Related Transactions.'

(7) Represents shares of Class A Common Stock beneficially owned by the officer
through vested rights to options issued under the Stock Option Plan.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

THE NOTES

Concurrent with the Stock Offerings, the Company will offer $ million
aggregate principal amount of Senior Notes Due . The Senior Notes
will be issued pursuant to an Indenture (the 'Indenture') between the Company
and , as Trustee.

DESCRIPTION OF CAPITAL STOCK

The Company's Restated Certificate of Incorporation provides for authorized
capital stock of million shares, including million shares of Class A
Common Stock, $.01 par value per share, million shares of Class B Common
Stock, $.01 par value per share, and million shares of preferred stock, $.01
par value per share (the 'Preferred Stock'). Upon completion of the Stock
Offering, there will be no preferred stock outstanding and the Existing
Stockholders will own of record all of the outstanding shares of Class B Common
Stock. See 'Principal Stockholders.'

The following summary description relating to the capital stock of the
Company does not purport to be complete. The rights of the holders of the
Company's capital stock will be set forth in the Company's Restated Certificate
of Incorporation, as well as the Stockholders Agreement, the forms of both of
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part. The summary set forth below is qualified by reference
to such exhibits and to the applicable provisions of the Delaware General
Corporation Law (the 'DGCL').

COMMON STOCK

The relative rights of the Class A Common Stock and Class B Common Stock
are substantially identical in all respects, except for voting rights and
conversion rights.

Voting Rights. Each share of Class A Common Stock entitles the holder to
one vote and each share of Class B Common Stock entitles the holder to 10 votes
on each matter to be voted upon by the holders of the Common Stock. The holders
of the shares of Class A Common Stock and Class B Common Stock vote as one class
on all matters to be voted on by stockholders, including, without limitation,
the election of directors and any proposed amendment to the Restated Certificate
of Incorporation of the Company that would increase the authorized number of
shares of Common Stock or any class thereof or any other class or series of
stock or decrease the number of authorized shares of any class or series of
stock (but not below the number thereof then outstanding), except as required by
the DGCL and except that, without a unanimous vote of the holders of the Class B
Common Stock, voting as a separate class, (i) the Restated Certificate of
Incorporation may not be amended, altered or repealed and (ii) the Company may
not merge or consolidate with, or sell all or substantially all of its assets
to, any person, in each case, until such time as the outstanding shares of Class
B Common Stock represent less than 50% of the voting power of the outstanding
Common Stock. Under the Restated Certificate of Incorporation, the Company may
not (i) engage in the business of providing, offering, promoting or branding any
wireline telecommunications services or other services (including data
services), directly or indirectly, to residences or (ii) engage in the
production, packaging, distribution, marketing, hosting or other provision of
entertainment, information or any other content services, in each case until the
earlier of (x) the date that is five years after the date of the filing of the
Restated Certificate of Incorporation and (y) the date on which the holders of
Class B Common Stock no longer represent at least 50% of the voting power of the
outstanding Common Stock of the Company.

Neither the holders of Class A Common Stock nor the holders of Class B
Common Stock have cumulative voting rights. For a discussion of the effects of
the disproportionate voting rights of the Class A Common Stock and Class B
Common Stock, see 'Risk Factors -- Control by Principal Stockholders; Conflicts
of Interest; Possible Competition.'

Dividends. Each share of Common Stock is entitled to receive dividends from
funds legally available therefor if, as and when declared by the Board of
Directors of the Company. Class A Common Stock and Class B Common Stock share
equally, on a share-for-share basis, in any dividends declared by the Board of
Directors. If at any time a distribution of the Class A Common Stock or

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Class B Common Stock is to be paid in shares of Class A Common Stock, Class B
Common Stock or any other securities of the Company or any other person, such
dividends may be declared and paid only as follows: (1) a share distribution
consisting of Class A Common Stock to holders of Class A Common Stock and Class
B Common Stock, on an equal per share basis; or to holders of Class A Common
Stock only, but in such event there shall also be a simultaneous share
distribution to holders of Class B Common Stock consisting of shares of Class B
Common Stock on an equal per share basis; (2) a share distribution consisting of
Class B Common Stock to holders of Class B Common Stock and Class A Common
Stock, on an equal per share basis; or to holders of Class B Common Stock only,
but in such event there shall also be a simultaneous share distribution to
holders of Class A Common Stock consisting of shares of Class A Common Stock on
an equal per share basis; and (3) a share distribution of shares of any class of
securities of the Company or any other person other than the Common Stock,
either on the basis of a distribution of identical securities, on an equal per
share basis to the holders of Class A Common Stock and Class B Common Stock, or
on the basis of a distribution of one class of securities to the holders of
Class A Common Stock and another class of securities to holders of Class B
Common Stock, provided that the securities so distributed do not differ in any
respect other than relative voting rights and related differences in
designations, conversion and share distribution provisions, with the holders of
Class B Common Stock receiving the class having the higher relative voting
rights, provided that if the securities so distributed constitute capital stock
of a subsidiary of the Company, such rights shall not differ to a greater extent
than the corresponding differences in voting rights, designations, conversion
and distribution provisions between Class A Common Stock and Class B Common
Stock. If the Company shall in any manner subdivide or combine the outstanding
shares of Class A Common Stock or Class B Common Stock, the outstanding shares
of the other class of Common Stock shall be proportionally subdivided or
combined in the same manner and on the same basis as the outstanding shares of
Class A Common Stock or Class B Common Stock, as the case may be, that have been
subdivided or combined.

Conversion. Under the Restated Certificate of Incorporation, each share of
Class B Common Stock is convertible at any time and from time to time at the
option of the holder thereof into one share of Class A Common Stock. The Class A
Common Stock has no conversion rights.

Other. Stockholders of the Company have no preemptive or other rights to
subscribe for additional shares. All holders of Common Stock, regardless of
class, are entitled to share equally on a share-for-share basis in any assets
available for distribution to stockholders on liquidation, dissolution or
winding up of the Company. All outstanding shares are, and all shares offered by
this Prospectus will be, when sold, validly issued, fully paid and
nonassessable. The Company may not subdivide or combine shares of Common Stock
without at the same time proportionally subdividing or combining shares of the
other classes.

PREFERRED STOCK

The Company's Board of Directors is authorized to provide for the issuance
of Preferred Stock in one or more series and to fix the designation,
preferences, powers and relative, participating, optional and other rights,
qualifications, limitations and restrictions thereof, including the dividend
rate, conversion rights, voting rights, redemption price and liquidation
preference and to fix the number of shares to be included in any such series.
Any Preferred Stock so issued may rank senior to the Common Stock with respect
to the payment of dividends or amounts upon liquidation, dissolution or winding
up, or both. In addition, any such shares of Preferred Stock may have class or
series voting rights.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Restated Certificate of Incorporation of the Company expressly states
that the Company has elected not to be governed by Section 203 of the DGCL which
prohibits a publicly held Delaware corporation from engaging in a 'business
combination' with an 'interested stockholder' for a period of three years after
the date of the transaction in which such stockholder became an interested
stockholder.

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LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Restated Certificate of Incorporation limits the liability of Directors
to the fullest extent permitted by the Delaware General Corporation Law. In
addition, the Restated Certificate of Incorporation will provide that the
Company shall indemnify Directors and officers of the Company to the fullest
extent permitted by such law. The Company anticipates entering into separate
indemnification agreements with its current Directors and executive officers
prior to the completion of the Stock Offering which will have the effect of
providing such persons indemnification protection in the event the Restated
Certificate of Incorporation is subsequently amended.

NASDAQ LISTING

The Class A Common Stock is expected to be approved for quotation on the
Nasdaq National Market of the Nasdaq Stock Market under the symbol ' .'

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is .

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CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS OF COMMON STOCK

GENERAL

The following is a general discussion of U.S. Federal income and estate tax
consequences of the ownership and disposition of Class A Common Stock by a
holder who is not a United States person (a 'Non-U.S. Holder'), as defined
below. This discussion does not address all aspects of U.S. Federal income and
estate taxes and does not address any foreign, state or local tax consequences.
Furthermore, this discussion is based on provisions of the Internal Revenue Code
of 1986, as amended (the 'Code'), existing, temporary and proposed regulations
promulgated thereunder and administrative and judicial interpretations thereof,
all as in effect or proposed on the date hereof and all of which are subject to
change, possibly with retroactive effect, or different interpretations. Each
prospective purchaser of Class A Common Stock is advised to consult a tax
advisor with respect to current and possible future U.S. Federal income and
estate tax consequences of holding and disposing of Class A Common Stock as well
as any tax consequences that may arise under the laws of any state, local,
foreign or other taxing jurisdiction. For purposes of this summary, a 'U.S.
Holder' with respect to Class A Common Stock is (i) an individual who is a
citizen or resident of the U.S., (ii) a corporation or other entity taxable as a
corporation created or organized in the United States or under the laws of the
U.S. or of any state thereof (including the District of Columbia), or (iii) an
estate or trust the income of which is includable in gross income for U.S.
Federal income tax purposes regardless of its source; and a 'Non-U.S. Holder' is
any person other than a U.S. Holder.

DISTRIBUTIONS

Distributions on the shares of Class A Common Stock (other than
distributions in redemption of the shares of Class A Common Stock subject to
section 302(b) of the Code) will constitute dividends for U.S. Federal income
tax purposes to the extent paid from current or accumulated earnings and profits
of the Company (as determined under U.S. Federal income tax principles).
Dividends paid to a Non-U.S. Holder of Class A Common Stock that are not
effectively connected with a U.S. trade or business of the Non-U.S. Holder will
be subject to United States withholding tax at a 30% rate or such lower rate as
may be specified by an applicable income treaty. Moreover, under U.S. Treasury
regulations which are currently in effect, withholding is generally imposed on
the gross amount of the distribution, without regard to whether the corporation
has sufficient earnings and profits to cause the distribution to be a dividend
for U.S. Federal income tax purposes. Dividends that are effectively connected
with the conduct of a trade or business within the U.S. or, if a tax treaty
applies, are attributable to a U.S. permanent establishment of the Non-U.S.
Holder, are exempt from U.S. Federal withholding tax but are subject to U.S.
Federal income tax on a net income basis at applicable graduated individual or
corporate rates. Any such dividends effectively connected with the conduct of a
trade or business within the U.S. or attributable to a U.S. permanent
establishment received by a foreign corporation may, under certain
circumstances, be subject to an additional 'branch profits tax' at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty. Certain
certification and disclosure requirements must be complied with in order to be
exempt from withholding under the effectively connected income or permanent
establishment exemptions.

Under current U.S. Treasury regulations, dividends paid to an address
outside the United States are presumed to be paid to a resident of such country
for purposes of the withholding discussed above, and, under the current
interpretation of United States Treasury regulations, for purposes of
determining the applicability of a tax treaty rate. Under recently enacted U.S.
Treasury regulations (the 'Future Regulations') applicable to dividends paid
after December 31, 1998 (subject to certain transition rules), a Non-U.S. Holder
of Class A Common Stock would be required to satisfy applicable certification
and other requirements to qualify for withholding at an applicable treaty rate.
The Future Regulations eliminate the presumption that dividends paid to an
address in a foreign country are paid to a resident of that country for purposes
of withholding and require a Non-U.S. Holder to file a beneficial owner
withholding certificate, e.g., a Form W-8, to obtain the lower treaty rate.

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A Non-U.S. Holder of Class A Common Stock may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with the Internal
Revenue Service (the 'IRS').

GAIN ON DISPOSITION OF COMMON STOCK

A Non-U.S. Holder will generally not be subject to U.S. Federal income tax
with respect to gain recognized on a sale or other disposition of Class A Common
Stock unless (i) the gain is effectively connected with a trade or business of
the Non-U.S. Holder in the United States, (ii) in the case of a Non-U.S. Holder
who is an individual and holds Class A Common Stock as a capital asset, such
holder is present in the United States for 183 or more days in the taxable year
of the sale or other disposition and certain other conditions are met, or (iii)
the Company is or has been a 'U.S. real property holding corporation' for U.S.
Federal income tax purposes at any time during the five-year period ending on
the date of the disposition, or, if shorter, the period during which the
Non-U.S. Holder held the Class A Common Stock (the 'applicable period'), and the
Non-U.S. Holder owns, actually or constructively, at any time during the
applicable period more than five percent of the Class A Common Stock. The
Company believes that it is not currently a 'U.S. real property holding
corporation' for U.S. Federal income tax purposes.

FEDERAL ESTATE TAX

Class A Common Stock held by an individual Non-U.S. Holder at the time of
death will be included in such holder's gross estate for U.S. Federal estate tax
purposes, unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

Under U.S. Treasury regulations, the Company must report annually to the
IRS and to each Non-U.S. Holder the amount of dividends paid to such holder and
the tax withheld with respect to such dividends. These information reporting
requirements apply even if (i) withholding was not required because the
dividends were effectively connected with a U.S. trade or business in the United
States of the Non-U.S. Holder or (ii) withholding was reduced or eliminated by
an applicable income tax treaty. Copies of the information returns reporting
such dividends and withholding may also be made available to the tax authorities
in the country in which the Non-U.S. Holder resides under the provisions of an
applicable income tax treaty.

Backup withholding (which generally is a withholding tax imposed at the
rate of 31% on certain payments to persons that fail to furnish certain
information under the United States information reporting requirements)
generally will not apply to dividends paid to Non-U.S. Holders that either are
subject to the U.S. withholding tax, whether at 30% or a reduced treaty rate, or
that are exempt from such withholding because such dividends constitute
effectively connected income. See discussion under 'Distributions' above for
rules regarding Future Regulations reporting requirements to avoid backup
withholding. As a general matter, information reporting and backup withholding
will not apply to a payment by or through a foreign office of a foreign broker
of the proceeds of a sale of Class A Common Stock effected outside the U.S.
However, information reporting requirements (but not backup withholding) will
apply to a payment by or through a foreign office of a broker of the proceeds of
a sale of Class A Common Stock effected outside the U.S. where that broker (i)
is a U.S. person, (ii) is a foreign person that derives 50% or more of its gross
income for certain periods from the conduct of a trade or business in the U.S.
or (iii) is a 'controlled foreign corporation' as defined in the Code
(generally, a foreign corporation controlled by certain U.S. shareholders),
unless the broker has documentary evidence in its records that the holder is a
Non-U.S. Holder and certain conditions are met or the holder otherwise
establishes an exemption. Payment by a U.S. office of a broker of the proceeds
of a sale of Class A Common Stock is subject to both backup withholding and
information reporting unless the holder certifies to the payor in the manner
required as to its non-U.S. status under penalties of perjury or otherwise
establishes an exemption.

Amounts withheld under the backup withholding rules do not constitute a
separate U.S. Federal income tax. Rather, any amounts withheld under the backup
withholding rules will be refunded or

<PAGE>

<PAGE>
allowed as a credit against the holder's U.S. Federal income tax liability, if
any, provided the required information or appropriate claim for refund is filed
with the IRS.

THE FOREGOING DISCUSSION IS A SUMMARY OF THE PRINCIPAL U.S. FEDERAL INCOME
AND ESTATE TAX CONSEQUENCES OF THE OWNERSHIP, SALE OR OTHER DISPOSITION OF THE
CLASS A COMMON STOCK BY NON-U.S. HOLDERS. ACCORDINGLY, INVESTORS ARE URGED TO
CONSULT WITH THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX
CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF CLASS A COMMON STOCK INCLUDING
THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER
TAXING JURISDICTION.

SHARES ELIGIBLE FOR FUTURE SALE

Each of the Company, its directors and executive officers and the Existing
Stockholders has agreed that, subject to certain exceptions, without the prior
written consent of Morgan Stanley & Co. Incorporated, it will not, during the
period ending 180 days after the date of this Prospectus, offer, pledge, sell,
contract to sell or otherwise transfer, lend or dispose of, directly or
indirectly, any shares of Class A Common Stock or any securities convertible
into or exercisable or exchangeable for shares of Class A Common Stock.
Thereafter, no assurance can be given that other holders of the Class B Common
Stock will not decide, based upon then prevailing market and other conditions,
to convert their Class B Common Stock to Class A Common Stock and to dispose of
all or a portion of such stock pursuant to the provisions of Rule 144 under the
Securities Act or pursuant to the demand registration rights contained in the
Stockholders' Agreement. See 'Certain Relationships and Related
Transactions -- Stockholders Agreement.'

Prior to the Stock Offering, there has been no established market for the
Class A Common Stock, and no predictions can be made about the effect, if any,
that market sales of shares of Class A Common Stock or the availability of such
shares for sale would have on the market price prevailing from time to time.
Nevertheless, sales of substantial amounts of Class A Common Stock in the public
market, or the perception that such sales could occur, may have an adverse
impact on the market price for the shares of Class A Common Stock offered hereby
or on the ability of the Company to raise capital through a public offering of
its equity securities. See 'Risk Factors -- Shares Eligible for Future Sale.'

<PAGE>

<PAGE>
UNDERWRITERS

Under the terms and subject to the conditions contained in the Underwriting
Agreement dated the date hereof (the 'Underwriting Agreement'), the U.S.
Underwriters named below for whom Morgan Stanley & Co. Incorporated and Lehman
Brothers Inc. are acting as U.S. Representatives, and the International
Underwriters named below whom Morgan Stanley & Co. International Limited and
Lehman Brothers International (Europe) are acting as International
Representatives have severally agreed to purchase, and the Company has agreed to
sell to them, severally, the respective number of shares of Common Stock set
forth opposite the names of such Underwriters below:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C> <C>
U.S. Underwriters
Morgan Stanley & Co. Incorporated..........................................
Lehman Brothers Inc........................................................
Subtotal..............................................................

International Underwriters
Morgan Stanley & Co. International Limited.................................
Lehman Brothers International (Europe).....................................
Subtotal..............................................................
Total.................................................................
</TABLE>

The U.S. Underwriters and the International Underwriters, and the U.S.
Representatives and the International Representatives, are collectively referred
to as the 'Underwriters' and the 'Representatives,' respectively. The
Underwriting Agreement provides that the obligations of the several Underwriters
to pay for and accept delivery of the shares of Common Stock offered hereby are
subject to the approval of certain legal matters by their counsel and to certain
other conditions. The Underwriters are obligated to take and pay for all the
shares of Common Stock offered hereby (other than those covered by the U.S.
Underwriters' over-allotment option described below) if any such shares are
taken.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions: (i)
it is not purchasing any Shares (as defined herein) for the account of anyone
other than a United States or Canadian Person (as defined herein) and (ii) it
has not offered or sold, and will not offer or sell, directly or indirectly, any
Shares or distribute any prospectus relating to the Shares outside the United
States or Canada or to anyone other than a United States or Canadian Person.
Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that, with certain
exceptions: (i) it is not purchasing any Shares for the account of any United
States or Canadian Person and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any Shares or distribute any prospectus
relating to the Shares in the United States or Canada or to any United States or
Canadian Person. With respect to any Underwriter that is a U.S. Underwriter and
an International Underwriter, the foregoing representations and agreements (i)
made by it in its capacity as a U.S. Underwriter apply only to it in its
capacity as a U.S. Underwriter and (ii) made by it in its capacity as an
International Underwriter apply only to it in its capacity as an International
Underwriter. The foregoing limitations do not apply to stabilization
transactions or to certain other transactions specified in the Agreement between
U.S. and International Underwriters. As used herein, 'United States or Canadian
Person' means any national or resident of the United States or Canada, or any
corporation, pension, profit-sharing or other trust or other entity organized
under the laws of the United States or Canada or of any political subdivision
thereof (other than a branch located outside the United States and Canada of any
United States or Canadian Person), and includes any United States or Canadian
branch of a person who is otherwise not a United States or Canadian Person. All
Common Shares to be purchased by the Underwriters under the Underwriting
Agreement are referred to herein as the 'Shares.'

Pursuant to the Agreement between U.S. and International Underwriters,
sales may be made between the U.S. Underwriters and International Underwriters
of any number of Shares as may be mutually agreed. The per share price of any
Shares sold shall be the public offering price set forth on

<PAGE>

<PAGE>
the cover page hereof, in United States dollars, less an amount not greater than
the per share amount of the concession to dealers set forth below.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any Shares, directly or indirectly, in any province or
territory of Canada or to, for the benefit of, any resident of any province or
territory of Canada in contravention of the securities laws thereof and has
represented that any offer or sale of Shares in Canada will be made only
pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer or sale is made. Each U.S.
Underwriter has further agreed to send to any dealer who purchases from it any
of the Shares a notice stating in substance that, by purchasing such Shares,
such dealer represents and agrees that it has not offered or sold, and will not
offer or sell, directly or indirectly, any of such Shares in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and that
any offer or sale of Shares in Canada will be made only pursuant to an exemption
from the requirement to file a prospectus in the province or territory of Canada
in which such offer or sale is made, and that such dealer will deliver to any
other dealer to whom it sells any of such Shares a notice containing
substantially the same statement as is contained in this sentence.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not offered
or sold and, prior to the date six months after the closing date for the sale of
the Shares to the International Underwriters, will not offer or sell, any Shares
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Shares in, from or otherwise involving
the United Kingdom; and (iii) it has only issued or passed on and will only
issue or pass on in the United Kingdom any document received by it in connection
with the offering of the Shares to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has further represented that is has not offered or
sold, and has agreed not to offer or sell, directly or indirectly, in Japan or
to or for the account of any resident thereof, any of the Shares acquired in
connection with the distribution contemplated hereby, except for offers or sales
to Japanese International Underwriters or dealers and except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
and otherwise in compliance with applicable provisions of Japanese law. Each
International Underwriter has further agreed to send to any dealer who purchases
from it any of the Shares a notice stating in substance that, by purchasing such
Shares, such dealer represents and agrees that it has not offered or sold, and
will not offer or sell, any of such Shares, directly or indirectly, in Japan or
to or for the account of any resident thereof except for offers or sales to
Japanese International Underwriters or dealers and except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
and otherwise in compliance with applicable provisions of Japanese law, and that
such dealer will send to any other dealer to whom it sells any of such Shares a
notice containing substantially the same statement as is contained in this
sentence.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price that represents a concession
not in excess of $ a share under the public offering price. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of $ a
share to other Underwriters or to certain dealers. After the initial offering of
the shares of Common Stock, the offering price and other selling terms may from
time to time be varied by the Representatives.

Pursuant to the Underwriting Agreement, the Company has granted to the U.S.
Underwriters an option, exercisable for 30 days from the date of this
Prospectus, to purchase up to an aggregate of

<PAGE>

<PAGE>
additional shares of Common Stock at the public offering price set forth on the
cover page hereof, less underwriting discounts and commissions. The U.S.
Underwriters may exercise such option to purchase solely for the purpose of
covering over-allotments, if any, made in connection with the offering of the
shares of Common Stock offered hereby. To the extent such option is exercised,
each U.S. Underwriter will become obligated, subject to certain conditions, to
purchase approximately the same percentage of such additional shares of Common
Stock as the number set forth next to such U.S. Underwriter's name in the
preceding table bears to the total number of shares of Common Stock set forth
next to the names of all U.S. Underwriters in the preceding table.

The Class A Common Stock is expected to be approved for quotation, subject
to official notice of issuance, on the Nasdaq National Market under the symbol
' .'

Each of the Company and the directors, executive officers and certain other
stockholders of the Company has agreed that, without the prior written consent
of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock; (provided that such shares or securities are
either now owned by such party or are hereafter acquired prior to or in
connection with the offering of the shares of Common Stock offered hereby) or
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the shares of
Common Stock, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Stock or such other securities, in cash
or otherwise, during the period ending 180 days after the date of this
Prospectus, other than (x) the Shares and (y) the issuance by the Company of
shares of Common Stock upon the exercise of an option or a warrant or the
conversion of a security outstanding on the date of this Prospectus of which the
Underwriters have been advised in writing.

The Underwriters have informed the Company that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
Common Stock offered by them.

In order to facilitate the Stock Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may over-allot in connection with
the Stock Offering, creating a short position in the Common Stock for their own
account. In addition, to cover over-allotments or to stabilize the price of the
Common Stock, the Underwriters may bid for, and purchase, shares of Common Stock
in the open market. Finally, the underwriting syndicate may reclaim selling
concessions allowed to an Underwriter or a dealer for distributing the Common
Stock in the Stock Offering, if the syndicate repurchases previously distributed
Common Stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Common Stock above independent market
levels. The Underwriters are not required to engage in these activities, and may
end any of these activities at any time.

At the request of the Company, the Underwriters have reserved up to
shares of Common Stock for sale at the initial public offering price to the
Company's employees, officers and directors and to other individuals having
relationships with the Company. The Company will pay all fees and disbursements
of counsel incurred by the Underwriters in connection with offering the shares
to such persons. The number of shares available for sale to the general public
will be reduced to the extent such persons purchase such reserved shares. Any
reserved shares which are not so purchased will be offered by the Underwriters
to the general public on the same basis as the other shares offered hereby.
Reserved shares purchased by such individuals will, except as restricted by
applicable securities laws, be available for resale following the Stock
Offering.

The Company and the Underwriters have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.

From time to time, Morgan Stanley & Co. Incorporated and Lehman Brothers
Inc. provide certain financial advisory services to the Company and the Existing
Stockholders for which they have received customary fees and commissions.

<PAGE>

<PAGE>
PRICING OF THE STOCK OFFERING

Prior to the Stock Offering, there has been no public market for the shares
of Common Stock of the Company. Consequently, the initial public offering price
for the Common Stock will be determined by negotiation between the Company and
the Underwriters. Among the factors to be considered in determining the initial
public offering price will be the Company's record of operations, the Company's
current financial condition and future prospects, the experience of its
management, the economics of its industry in general, the general condition of
the equity securities market and the market prices of similar securities of
companies considered comparable to the Company and other factors deemed
relevant. There can be no assurance that a regular trading market for the shares
of Common Stock will develop after the Stock Offering or, if developed, that a
public trading market can be sustained. There can also be no assurance that the
prices at which the Common Stock will sell in the public market after the Stock
Offering will not be lower than the price at which it is issued by the
Underwriters in the Stock Offering.

LEGAL MATTERS

The legality of the Class A Common Stock offered hereby and certain other
legal matters will be passed upon for the Company by Cravath, Swaine & Moore,
New York, New York and for the Underwriters by Shearman & Sterling, New York,
New York.

EXPERTS

The combined financial statements of Time Warner Telecom Inc. and its
subsidiaries as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997 included in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report appearing elsewhere herein, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
'SEC') a Registration Statement on Form S-1 under the Securities Act with
respect to the Class A Common Stock being offered in the Stock Offering. For the
purposes hereof, the term 'Registration Statement' means the original
Registration Statement and any and all amendments thereto, including the
schedules and exhibits to such original Registration Statement or any such
amendment. This Prospectus does not contain all of the information set forth in
the Registration Statement, to which reference hereby is made. Each statement
made in this Prospectus concerning a document filed as an exhibit to the
Registration Statement is qualified in its entirety by reference to such exhibit
for a complete statement of its provisions.

The Company is not currently subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the 'Exchange Act'). As a
result of the Stock Offering, the Company will become subject to the
informational requirements of the Exchange Act and in accordance therewith will
file periodic reports, proxy statements and other information relating to its
business, financial statements and other matters. Any interested party may
inspect the Registration Statement, the reports, proxy statements and other
information without charge, at the public reference facilities of the SEC at its
principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its regional offices in Chicago (Citicorp Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60601), and in New York
(Seven World Trade Center, 13th Floor, New York, New York 10048) or through the
World Wide Web (http://www.sec.gov.). Any interested party may obtain copies of
all or any portion of the Registration Statement, the reports, proxy statements
and other information at prescribed rates from the Public Reference Section of
the SEC at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549.

The Company intends to distribute to all holders of the shares of Class A
Common Stock offered hereby annual reports containing audited consolidated
financial statements and a report thereon by its independent certified public
accountants and quarterly reports containing unaudited consolidated financial
information for each of the first three quarters of each fiscal year.

<PAGE>

<PAGE>
GLOSSARY

Access Charges. The fees paid by long distance carriers for the local
connections between the long distance carriers' networks and the long distance
carriers' customers.

ATM (asynchronous transfer mode). A recently commercialized switching and
transmission technology that is one of a general class of packet technologies
that relay traffic by way of an address contained within the first five bits of
a standard fifty-three bit-long packet or cell. ATM-based packet transport was
specifically developed to allow switching and transmission of mixed voice, date
and video at varying rates. The ATM format can be used by many different
information systems, including LANs.

BOC (Bell Operating Company). A telephone operating subsidiary of an RBOC;
an incumbent local exchange carrier.

Broadcast Video TV-1. This Company service provides dedicated transport of
broadcast quality video signals.

CAP (Competitive Access Provider). A company that provides dedicated
services (private line, local transport and special access) telecommunications
services as an alternative to the ILEC.

Central Offices. A telecommunications center where switches and other
telecommunications facilities are housed. CAPs may connect with ILEC networks
either at this location or through a remote location.

Collocation. The ability of a telecommunications carrier to interconnect
its network to the ILEC's network by extending its facilities to the ILEC's
central office. Physical collocation occurs when the interconnecting carrier
places its network equipment within the ILEC's central offices. Virtual
collocation is an alternative to physical collocation under which the ILEC
permits a carrier to interconnect its network to the ILEC's network in a manner
which is technically, operationally and economically comparable to physical
collocation, even though the interconnecting carrier's network connection
equipment is not physically located within the central offices.

CLEC (Competitive Local Exchange Carrier). A company that provides local
exchange services in competition with the incumbent local exchange carrier.

Dedicated. Telecommunications lines dedicated to, or reserved for use by, a
particular customer along predetermined routes (in contrast to links which are
temporarily established).

DID. The ability of an outside caller to call an internal extension without
having to pass through an operator. In large PBX systems, the dialed numbers are
passed through from the Central Office.

Digital. A means of storing, processing and transmitting information by
using distinct electronic or optical pulses that represent the binary digits 0
and 1. Digital transmission and switching technologies use a sequence of these
pulses to represent information as opposed to the continuously variable analog
signal. The precise digital numbers preclude and distortion (such as graininess
or snow in the case of video transmission, or static or other background
distortion in the case of audio transmission).

Diverse Routing. A telecommunications network configuration in which
signals are transmitted simultaneously along two different paths so that if one
path is cut or impaired, traffic can continue in the other direction without
interrupting service. The Company's networks generally provide diverse routing.

DOD. The ability to dial directly out from an internal extension without
having to go through an operator.

DS0, DS1, DS3. Standard North American telecommunications industry digital
signal formats, which are distinguishable by bit rate (the number of binary
digits (0 and 1) transmitted per second). DS0 service has a bit rate of 64
kilobits per second. DS1 service has a bit rate of 1.544 megabits per second and
DS3 service as a bit rate of 44.736 megabits per second. A DS0 can transmit a
single uncompressed voice conversation.

FCC. Federal Communications Commission.

<PAGE>

<PAGE>
Fiber Miles. The number of route miles of fiber optic cable installed
(excluding pending installations) along a telecommunications path multiplied by
the number of fibers in the cable. See the definition of 'route mile' below.

Fiber Optics. Fiber optic technology involves sending laser light pulses
across glass strands in order to transmit digital information. Fiber optic cable
is the medium of choice for the telecommunications and cable industries. Fiber
is immune to electrical interference and environmental factors that effect
copper wiring and satellite transmission.

Hub. Collocation centers located centrally in an area where
telecommunications traffic can be aggregated for transport and distribution.

Hybrid Fiber Coaxial (HFC). A new technology consisting of fiber optic
distribution facilities and coaxial cable deployed to the home or business. This
technology enables the operator to offer a wide variety of two-way broadband
services, including telecommunications and entertainment.

Interconnection Decisions. Rulings by the FCC announced in September 1992
and August 1993, which require the BOCs and other large ILECs to provide
interconnection in ILEC central offices to any CAP, long distance carrier or end
user requesting such interconnection to provide interstate special access or
switched transport services.

ILECs (Incumbent Local Exchange Carriers). The local phone companies,
either a BOC or an independent (such as GTE) which provides local exchange
services.

Internet. The name used to describe the global open network of computers
that permits a person with access to the Internet to exchange information with
any other computer connected to the network.

ISDN (Integrated Services Digital Network). ISDN is an internationally
agreed standard which, through special equipment, allows two-way, simultaneous
voice and data transmission in digital formats over the same transmission line.
ISDN permits video conferencing over a single line, for example, and also
supports a multitude of value-added switched service applications such as
Incoming Calling Line Identification. ISDN's combined voice and data networking
capabilities reduce costs for end users and result in more efficient use of
available facilities. ISDN combines standards for highly flexible customer to
network signaling with both voice and data within a common facility.

IXC (Interexchange Carrier). A long distance carrier.

Kbps (Kilobits). One thousand bits of information. The information-carrying
capacity (i.e., bandwidth) of a circuit may be measured in 'thousands of bits
per second.'

LANs (Local Area Networks). The interconnection of computers for the
purpose of sharing files, programs and peripheral devices such as printers and
high-speed modems. LANs may include dedicated computers or file servers that
provide a centralized source of shared files and programs. LANs are generally
confined to a single customer's premises and may be extended or interconnected
to other locations through the use of bridges and routers.

LATAS (Local Access and Transport Area). The geographical areas within
which a local telephone company may offer telecommunications services, as
defined in the divestiture order known as the Modified Final Judgment ('MFP')
unless and until refined by the FCC pursuant to the Telecommunications Act of
1996.

Local Exchange. A geographic area defined by the appropriate state
regulatory authority in which telephone calls generally are transmitted without
toll charges to the calling or called party.

Local Exchange Service/Local Exchange Telephone Service. Basic local
telephone service, including the provision of telephone numbers, dial tone and
calling within the local exchange area.

Long Distance Carriers (Interexchange Carriers or IXC). Long distance
carriers providing services between LATAs, on an interstate or intrastate basis.
A long distance carrier may be facilities-based or offer service by reselling
the services of a facilities-based carrier.

Local Transport Services. Dedicated lines between the ILEC's central
offices and long distance carrier POPs used to carry switched traffic.

<PAGE>

<PAGE>
Mbps (Megabit). One million bits of information. The information carrying
capacity (i.e., bandwidth) of a circuit may be measured in 'millions of bits per
second.'

Multiplexing. An electronic or optical process that combines a number of
lower speed transmission signals into one higher speed signal. There are various
techniques for multiplexing, including frequency division (splitting the total
available frequency bandwidth into smaller frequency slices), time division
(slicing a channel into timeslots and placing each signal into its assigned
timeslot), and statistical (wherein multiplexed signals share the same channel
and each transmits only when it has data to send).

Node. A point of connection into a fiber optic network.

PBX (Private Branch Exchange). A customer owned and operated switch on
customer premises, typically used by large businesses with multiple telephone
lines.

PBX Trunk. A transmission facility which connects a PBX to the Company's or
ILEC's central office switching center.

POPs (Points of Presence). Locations where a long distance carrier has
installed transmission equipment in a service area that serves as, or relays
telephone calls to, a network switching center of the same long distance
carrier.

Private Line. A private, dedicated telecommunications link between
different customer locations (excluding long distance carrier POPs).

Private Network Transport Service. This service is a private, dedicated
high capacity premium quality service over fully redundant, diverse routed,
SONET rings with band width that is dedicated and always available.

Public Switched Network. The switched network available to all users
generally on a shared basis (i.e., not dedicated to a particular user). The
local exchange telephone service networks operated by ILECs are the largest and
often the only public switched networks in a given locality.

PUC (Public Utility Commission). A state regulatory body, established in
most states, which regulates utilities, including telecommunications companies
providing intrastate services. In some states this regulatory body may have a
different name, such as public service commission ('PSC').

RBOC (Regional Bell Operating Company). The holding company which owns a
BOC.

Reciprocal Compensation. An arrangement in which two local exchange
carriers agree to terminate traffic originating on each other's networks in
exchange for a negotiated level of compensation.

Redundant Electronics. A telecommunications facility that uses two separate
electronic devices to transmit a telecommunications signal so that if one device
malfunctions, the signal may continue without interruption.

Route Mile. The number of miles along which fiber optic cables are
installed.

SONET (Synchronous Optical Network). A set of standards for optical
communications transmission systems that define the optical rates and formats,
signal characteristics, performance, management and maintenance information to
be embedded within the signals and the multiplexing techniques to be employed in
optical communications transmission systems. SONET facilitates the
interoperability of dissimilar vendors equipment. SONET benefits business
customers by minimizing the equipment necessary for various telecommunications
applications and supports networking diagnostic and maintenance features.

Special Access Services. The lease of private, dedicated telecommunications
lines or circuits on an ILEC's or a CAP's network which run to or from the long
distance carrier's POPs. Special access services do not require the use of
switches. Examples of special access services are telecommunications circuits
running between POPs of a single long distance carrier, from one long distance
carrier's POP to another long distance carrier's POP or from an end user to its
long distance carrier's POP.

STS-1. This dedicated transmission service is carried over high capacity
channels for full duplex, synchronous optical transmission of digital data on
SONET standards. This service eliminates the need to maintain and pay for
multiple dedicated lines.

<PAGE>

<PAGE>
Switch. A mechanical or electronic device that opens or closes circuits or
selects the paths or circuits to be used for the transmission of information.
Switching is a process of linking different circuits to create a temporary
transmission path between users. Within this document, switches generally refer
to voice grade telecommunications switches unless specifically stated otherwise.

Switched Access Services. The connection between a long distance carrier's
POP and an end user's premises through the switching facilities of a local
exchange carrier.

Toll Services. Otherwise known as EAS or intra LATA toll services are those
calls that are beyond the free local calling area but originate and terminate
within the same LATA; such calls are usually priced on a measured basis.

Voice Grade Equivalent ('VGE') Circuit. One DSO. One voice grade equivalent
circuit is equal to 64 kilobits of bandwidth.

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
INDEX TO COMBINED FINANCIAL STATEMENTS
HISTORICAL FINANCIAL STATEMENTS

<TABLE>
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----
<S> <C>
Time Warner Telecom Inc.
Audited Financial Statements:
Report of Independent Auditors........................................................................ F-2
Combined Balance Sheet at December 31, 1997 and 1996.................................................. F-3
Combined Statement of Operations for the years ended December 31, 1997, 1996
and 1995............................................................................................ F-4
Combined Statement of Cash Flows for the years ended December 31, 1997, 1996
and 1995............................................................................................ F-5
Combined Statement of Changes in Stockholders' Equity for the years ended
December 31, 1997, 1996 and 1995.................................................................... F-6
Notes to Combined Financial Statements................................................................ F-7
Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts......................................................... F-14
</TABLE>

F-1

<PAGE>

<PAGE>
REPORT OF INDEPENDENT AUDITORS

To TIME WARNER TELECOM INC.

We have audited the accompanying combined balance sheet of Time Warner
Telecom Inc. (the 'Company') as of December 31, 1997 and 1996, and the related
combined statements of operations, cash flows and stockholders' equity for each
of the three years in the period ended December 31, 1997. Our audits also
included the financial statement schedule listed in the Index as Schedule II.
These combined financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
combined financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the combined financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the Company
at December 31, 1997 and 1996, and the combined results of its operations and
its cash flows for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic combined financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

ERNST & YOUNG LLP

New York, New York
March 13, 1998

The foregoing report is in the form that will be signed upon the effective
date of the Company's registration of Class A Common Stock in a registration
statement on Form S-1 and the concurrent change in the Company's operating and
legal structure from a partnership to a corporation.

ERNST & YOUNG LLP

New York, New York
March 13, 1998

F-2

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
COMBINED BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
--------- ---------
(THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Receivables, less allowances of $776 and $193...................................... $ 8,882 $ 4,863
Prepaid expenses................................................................... 1,192 1,115
--------- ---------
Total current assets.......................................................... 10,074 5,978
Investments in unconsolidated affiliates........................................... 4,376 10,239
Property, plant and equipment...................................................... 484,206 352,708
Less: accumulated depreciation..................................................... (69,048) (29,547)
--------- ---------
415,158 323,161
Intangible assets, net............................................................. 8,469 2,102
--------- ---------
Total assets.................................................................. $ 438,077 $ 341,480
--------- ---------
--------- ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable................................................................... $ 32,908 $ 27,622
Loans payable to the Parent Companies.............................................. 103,812 --
Other current liabilities.......................................................... 29,304 17,793
--------- ---------
Total current liabilities..................................................... 166,024 45,415
Other liabilities.................................................................. -- 1,128
STOCKHOLDERS' EQUITY
Paid-in capital.................................................................... 522,458 476,570
Accumulated deficit................................................................ (250,405) (181,633)
--------- ---------
Total stockholders' equity.................................................... 272,053 294,937
--------- ---------
Total liabilities and stockholders' equity.................................... $ 438,077 $ 341,480
--------- ---------
--------- ---------
</TABLE>

See accompanying notes.

F-3

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
COMBINED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
-------- -------- --------
(THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Revenues:
Dedicated transport services............................................. $ 44,529 $ 20,362 $ 6,505
Switched services........................................................ 10,872 3,555 350
-------- -------- --------
Total revenues...................................................... 55,401 23,917 6,855
-------- -------- --------
Costs and expenses:
Operating................................................................ 38,618 24,412 14,458
Selling, general and administrative(a)................................... 53,922 59,684 33,727
Depreciation and amortization............................................ 38,466 22,353 7,216
-------- -------- --------
Total costs and expenses............................................ 131,006 106,449 55,401
-------- -------- --------
Operating loss................................................................ (75,605) (82,532) (48,546)
Gain on disposition of investments (Note 3)................................... 11,018 -- --
Equity in losses of unconsolidated affiliates................................. (2,082) (1,547) (1,391)
Interest, net(b).............................................................. (2,103) (52) (25)
-------- -------- --------
Net loss...................................................................... $(68,772) $(84,131) $(49,962)
-------- -------- --------
-------- -------- --------
Pro forma basic and diluted loss per common share............................. $ -- $ -- $ --
-------- -------- --------
-------- -------- --------
Pro forma average common shares............................................... -- -- --
-------- -------- --------
-------- -------- --------
(a) Includes expenses resulting from transactions with affiliates
(Note 7)............................................................... $ 4,249 $ 4,077 $ 3,294
-------- -------- --------
-------- -------- --------
(b) Includes expenses resulting from transactions with affiliates
(Note 7)............................................................... $ 2,109 $ -- $ --
-------- -------- --------
-------- -------- --------
</TABLE>

See accompanying notes.

F-4

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
COMBINED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1997 1996 1995
--------- --------- ---------
(THOUSANDS)

<S> <C> <C> <C>
OPERATIONS
Net loss.................................................................. $ (68,772) $ (84,131) $ (49,962)
Adjustments for noncash and nonoperating items:
Gain on disposition of investments........................................ (11,018) --
Depreciation and amortization............................................. 38,466 22,353 7,216
Equity in loss of unconsolidated affiliates............................... 2,082 1,547 1,391
Changes in operating assets and liabilities:
Accounts receivable and other current assets......................... (4,124) (2,334) (936)
Accounts payable and other current liabilities....................... 18,939 10,424 7,277
Other balance sheet changes.......................................... (2,543) 1,852 552
--------- --------- ---------
Cash used in operations................................................... (26,970) (50,289) (34,462)
--------- --------- ---------

INVESTING ACTIVITIES
Capital expenditures...................................................... (127,315) (144,815) (141,479)
Investments and acquisitions.............................................. (334) (4,375) (3,814)
Proceeds from sale of investment.......................................... 7,028 -- --
--------- --------- ---------
Cash used in investing activities......................................... (120,621) (149,190) (145,293)
--------- --------- ---------

FINANCING ACTIVITIES
Proceeds from loans from the Parent Companies............................. 101,703 -- --
Capital contributions from the Parent Companies........................... 97,329 220,599 184,846
Distributions to the Parent Companies..................................... (51,441) (21,120) (5,091)
--------- --------- ---------
Cash provided by financing activities..................................... 147,591 199,479 179,755
--------- --------- ---------

INCREASE IN CASH AND EQUIVALENTS.......................................... -- -- --

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD............................... -- -- --
--------- --------- ---------

CASH AND EQUIVALENTS AT END OF PERIOD..................................... $ -- $ -- $ --
--------- --------- ---------
--------- --------- ---------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid............................................................. $ -- $ 52 $ 25
--------- --------- ---------
--------- --------- ---------
Noncash financing activities.............................................. $ -- $ -- $ 16,047
--------- --------- ---------
--------- --------- ---------
</TABLE>

See accompanying notes.

F-5

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
COMBINED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
TOTAL
PAID-IN ACCUMULATED STOCKHOLDERS'
CAPITAL DEFICIT EQUITY
-------- ----------- --------------
(THOUSANDS)

<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1994............................................ $ 81,289 $ (47,540) $ 33,749
Net loss for 1995....................................................... -- (49,962) (49,962)
Capital contributions resulting from Advance Newhouse and KBLCOM
transactions (Note 2)................................................. 16,047 -- 16,047
Net capital contributions from the Parent Companies..................... 179,755 -- 179,755
-------- ----------- --------------

BALANCE AT DECEMBER 31, 1995............................................ 277,091 (97,502) 179,589
Net loss for 1996....................................................... -- (84,131) (84,131)
Net capital contributions from the Parent Companies..................... 199,479 -- 199,479
-------- ----------- --------------

BALANCE AT DECEMBER 31, 1996............................................ 476,570 (181,633) 294,937
Net loss for 1997....................................................... -- (68,772) (68,772)
Net capital contributions from the Parent Companies..................... 45,888 -- 45,888
-------- ----------- --------------

BALANCE AT DECEMBER 31, 1997............................................ $522,458 $(250,405) $272,053
-------- ----------- --------------
-------- ----------- --------------
</TABLE>

See accompanying notes.

F-6

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
NOTES TO COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Established in 1993, Time Warner Telecom Inc. (the 'Company') is a
facilities-based competitive local telecommunications services provider ('CLEC')
in selected metropolitan markets across the United States, offering a wide range
of business telephony services, primarily to medium- and large-sized business
customers. To date, the majority of the Company's revenues have been derived
from the provision of 'private line' or 'direct access' telecommunications
services. Because the Company has deployed switches in 14 of its 19 markets,
management expects that a growing portion of the Company's revenues will be
derived from providing switched services. The Company's customers are
principally telecommunications-intensive business end-users, IXCs, ISPs,
wireless communications companies and governmental entities. Such customers are
offered a wide range of integrated telecommunications products and services,
including dedicated transmission, local switched, data and video transmission
services and Internet services. In addition, the Company benefits from its
strategic relationship with Time Warner Cable ('TW Cable') both through access
rights and cost-sharing. As a result, the Company's networks have been
constructed primarily through the use of fiber capacity licensed from TW Cable.

BASIS OF PRESENTATION

The combined financial statements of the Company reflect the 'carved out'
historical financial position, results of operations, cash flows and changes in
stockholders' equity of the commercial telecommunication operations of Time
Warner Entertainment Company L.P. ('TWE'), Time Warner Inc. ('Time Warner') and
Time Warner Advance/Newhouse Partnership ('TWEAN') (collectively, 'the Parent
Companies'), as if they had been operating as a separate company. Although these
financial statements are presented as if the Company had operated as a
corporation, the Company operated as a partnership for tax purposes and
continued to operate in a partnership structure through December 31, 1997.
Certain selling, general and administrative expenses have been determined based
on various methods (Note 7), which management believes results in reasonable
allocations of such costs.

The combined financial statements also include the contribution of the
Advance/Newhouse partnership's ('A/N') ownership interests in various telephony
partnerships effective as of April 1, 1995 and the San Antonio, Texas telephony
operation of KBLCOM Incorporated ('KBLCOM') acquired by Time Warner effective as
of July 6, 1995.

Effective January 1, 1996, the Company adopted Financial Accounting
Standards No. 121 ('FAS 121'), 'Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of', which established standards
for the recognition and measurement of impairment losses on long-lived assets
and certain intangible assets. The adoption of FAS 121 did not have a material
effect on the Company's financial condition and results of operations.

Time Warner has various stock option plans under which Time Warner may
grant options to purchase Time Warner common stock to employees of the Company.
Such options have been granted to employees of the Company at fair market value
at the date of grant. In accordance with APB 25, no compensation cost has been
recognized for its stock options. Generally, the options become exercisable over
a three-year vesting period and expire ten years from the date of grant. The
Company has elected to continue to account for such transactions under APB 25.
The Company has determined that if Financial Accounting Standards Board ('FASB')
Statement No. 123, 'Accounting for Stock-Based Compensation', had been adopted,
its impact on the combined statement of operations for the years ended December
31, 1997 and 1996 would be insignificant.

During fiscal 1997, the FASB issued Statement No. 130, 'Reporting
Comprehensive Income' ('FAS 130'), and Statement No. 131, 'Disclosures about
Segments of an Enterprise and Related Information' ('FAS 131'). FAS 130
establishes standards for reporting and display of comprehensive

F-7

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

income and its components (revenue, expenses, gains and losses) in a full set of
financial statements. The Company will adopt FAS 130 as of the first quarter of
1998. FAS 131 requires disclosure of financial and descriptive information about
an entity's reportable operating segments under the 'management approach' as
defined in the Statement. The Company will adopt FAS 131 as of December 31,
1998. The impact of adoption of these standards on the Company's financial
statements is not expected to be material.

BASIS OF CONSOLIDATION AND ACCOUNTING FOR INVESTMENTS

The combined financial statements include 100% of the assets, liabilities,
revenues, expenses, income, loss and cash flows of the Company and all entities
in which the Company has a controlling voting interest ('subsidiaries'), as if
the Company and its subsidiaries were a single entity. Significant intercompany
accounts and transactions between the combined entities have been eliminated.
Significant accounts and transactions with the Parent Companies are disclosed as
related party transactions.

Investments in entities in which the Company has significant influence, but
less than a controlling voting interest, are accounted for using the equity
method. Under the equity method, only the Company's investment in and amounts
due to and from the equity investee are included in the combined balance sheet,
and only the Company's share of the investee's earnings is included in the
combined operating results. In addition, only the Company's share of the cash
distributions and cash paid to the investee are included in the combined cash
flows.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
footnotes thereto. Actual results could differ from those estimates.

REVENUES

Revenues for dedicated transport and switched services are recognized in
accordance with the terms of the underlying customer contracts or tariffs over
the period in which the services are provided.

ADVERTISING

Advertising costs are expensed upon the first exhibition of related
advertisements. Advertising expense amounted to $1.0 million, $1.4 million and
$1.1 million for the years ended December 31, 1997, 1996, and 1995,
respectively.

SIGNIFICANT CUSTOMERS

Revenues included sales to two IXCs of approximately $8.7 million and $6.0
million in 1997 and $2.6 million for each of these IXCs in 1996. In 1995, no
single customer accounted for more than 10% of the Company's total revenues.

CASH AND EQUIVALENTS

The Company does not maintain any cash balance since all funding of the
Company's operating, investing and financing activities were provided by the
Parent Companies or by revolving loans payable to the Parent Companies (Note 5).
This funding consists of non-interest bearing capital contributions through June
30, 1997 and revolving loans thereafter. The non-interest bearing capital
contributions have been included in paid-in capital. The average net capital
contributions from the Parent Companies

F-8

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

were $499.5 million for the six months ended June 30, 1997, and $376.8 million
and $179.2 million for the years ended December 31, 1996, and 1995,
respectively. The revolving loans, including accrued interest, have been
reflected as a current liability in the accompanying balance sheet.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost. Additions to property,
plant and equipment generally include material, labor, and overhead. The Company
licenses the right to use the majority of its fiber optic cable from TW Cable
divisions, in which they are co-located. These use rights are based on the
incremental cost incurred by TW Cable of constructing the fiber and therefore,
do not always reflect a full allocation of TW Cable's total costs of
constructing the distribution plant. Depreciation is provided on the
straight-line method over estimated useful lives as follows:

<TABLE>
<S> <C>
Buildings and improvements............................................ 5-20 years
Communications networks............................................... 5-15 years
Vehicles and other equipment.......................................... 3-10 years
Fiber optic use rights................................................ 15 years
</TABLE>

Property, plant and equipment consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
-------- --------
(THOUSANDS)
<S> <C> <C>
Buildings and improvements............................................ $ 12,846 $ 8,485
Communications networks............................................... 290,618 203,841
Vehicles and other equipment.......................................... 46,086 38,250
Fiber optic use rights................................................ 134,656 102,132
-------- --------
484,206 352,708
Less accumulated depreciation......................................... (69,048) (29,547)
-------- --------
Total....................................................... $415,158 $323,161
-------- --------
-------- --------
</TABLE>

INTANGIBLE ASSETS

Intangible assets primarily consist of deferred right of way costs and
covenants not to compete, which are amortized over periods up to five years
using the straight-line method. Amortization expense amounted to $2.0 million,
$271,000 and $213,000 for the years ended December 31, 1997, 1996 and 1995,
respectively. Accumulated amortization of intangible assets at December 31, 1997
and 1996, amounted to $1.2 million and $920,000, respectively.

INCOME TAXES

No income tax benefits have been provided in the accompanying combined
statement of operations because such benefits have been fully offset by
corresponding increases in the valuation allowance due to the uncertainty of
realizing the benefit for tax losses on a separate return basis. On a historical
basis, the operating results of the Company have primarily been included in the
consolidated U.S. Federal, state and local income tax returns of Time Warner or
subsidiaries of Time Warner. Time Warner has not, and will not, compensate the
Company for the utilization of the Company's losses.

LOSS PER SHARE

In February 1997, the FASB issued Statement No. 128, 'Earnings per Share'
('FAS 128'), effective for periods ending after December 15, 1997. The new rules
establish simplified standards for

F-9

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

computing and presenting earnings per share. The Company's adoption of FAS 128
did not have a material effect on its financial statements.

2. MERGERS AND ACQUISITIONS

On April 1, 1995, TWE formed a partnership with A/N, whereby each partner
contributed designated cable television systems and certain investments
including, (i) A/N's ownership interest in two telecommunication partnerships
with Hyperion Telecommunications Inc. and Subsidiaries ('Hyperion') and (ii)
A/N's ownership interest in Charlotte AXS L.P., a telephony joint venture
between TWE and A/N. The net assets contributed into this partnership were
recorded at historical cost. A/N's contributed telephony assets totaled $7.4
million consisting of: investments of $4.7 million and property, plant and
equipment, net of $2.7 million.

On July 6, 1995, Time Warner acquired KBLCOM, a cable television company
which also owned a telephony operation in San Antonio, Texas. The net assets of
the San Antonio telephony operation were acquired at fair market value and
totaled $8.6 million, consisting of: property, plant and equipment, net of $7.8
million; other current and noncurrent assets of $1.0 million; and other current
liabilities of $200,000.

3. INVESTMENTS

In September 1997, the Company sold its 20% interest in the NHT Partnership
(a telecommunications business located in Buffalo, NY) and simultaneously
liquidated its interest in the Newchannels Hyperion Telecommunications
Partnership of New York, collectively referred to as Hyperion, which is a
telecommunications business providing service to the Albany, Binghamton and
Syracuse, NY markets. These transactions are collectively referred to as the
'Hyperion Transactions'. In connection with the Hyperion Transactions, the
Company received approximately $7.0 million in cash and the remaining 50%
interests in certain telecommunications partnerships serving the Albany and
Binghamton, NY markets (the 'Hyperion Partnerships') that were previously 50%
owned by the Company, in exchange for the Company's interests in certain
unconsolidated telecommunications partnerships serving the Syracuse and Buffalo,
NY markets. The Company recognized a gain of approximately $11.0 million
relating to these transactions. As a result of the Hyperion Transactions, the
Company consolidated the Albany and Binghamton operations effective in September
1997.

4. STOCKHOLDERS' EQUITY

At December 31, 1997, all the assets and liabilities of the Company were
beneficially owned by Time Warner and US WEST, Inc. ('US WEST'), which, through
certain subsidiaries, are partners in TWE, and A/N, which is TWE's partner in
TWEAN. Time Warner, US WEST and A/N are collectively referred to herein as the
'Existing Stockholders'.

5. LOANS PAYABLE TO THE PARENT COMPANIES

Effective July 1, 1997, all of the Company's financing requirements began
to be funded with loans from the Parent Companies. These loans are due on demand
and bear interest at the prime rate which was 8.5% at December 31, 1997.
Interest expense relating to these loans totaled $2.1 million in 1997.

6. BENEFIT PLANS

The Company participates in the Time Warner Cable Pension Plan (the
'Pension Plan'), a noncontributory defined benefit pension plan which covers
approximately 75% of all employees. The remaining 25% of employees are
participating in a pension plan under the administration of US WEST, their
previous employer. The Company also participates in the Time Warner Cable
Employees Savings

F-10

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Plan (the 'Savings Plan'), a defined contribution plan. Both the Pension Plan
and Savings Plan are administered by a committee appointed by the Board of
Representatives of TWE and cover substantially all employees.

Benefits under the Pension Plan are determined based on formulas which
reflect employees' years of service and compensation levels during their
employment period. Total pension cost was $1.7 million, $1.2 million and
$900,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

The Company's contributions to the Savings Plan can represent up to 6.67%
of the employees' compensation during the plan year. TWE's Board of
Representatives has the right in any year to set the maximum amount of the
Company's annual contribution. Defined contribution plan expense was $710,000,
$606,000 and $410,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.

7. RELATED PARTY TRANSACTIONS

In the normal course of conducting its businesses, the Company has various
transactions with the Parent Companies, generally on terms resulting from
negotiation between the affected units that, in management's view, results in
reasonable allocations.

The Company's divisions, which are co-located with TW Cable divisions, are
allocated a charge for various overhead expenses for services provided by TW
Cable. These allocations are based on direct labor, total expenses, or headcount
relative to each division. The Company is also allocated rent based on the
square footage of space occupied by the Company at TW Cable facilities. The
aggregate of these charges totaled approximately $3.6 million, $3.6 million and
$2.3 million for the years ended December 31, 1997, 1996 and 1995, respectively.

The combined statement of operations for the year ended December 31, 1995
include consulting charges from US WEST for the use of certain employees on a
temporary basis and pension costs for certain employees of the Company which
remain on the US WEST pension plan. Consulting fees approximated $522,000 for
the year ended December 31, 1995. There were no charges for consulting in 1997
and 1996. Pension costs were approximately $624,000, $500,000 and $450,000 for
the years ended December 31, 1997, 1996 and 1995, respectively.

The Company licenses the right to use the majority of its fiber optic cable
from TW Cable. The Company's expenditures in connection with the license of
fiber optic use rights were $32.5 million, $41.3 million, and $46.9 million for
the years ended December 31, 1997, 1996 and 1995, respectively.

8. INCOME TAXES

There are no current income taxes payable based on the Company's operating
losses.

The pro forma deferred tax assets and liabilities calculated on a
separate-company basis consistent with the liability method prescribed by
Statement of Financial Accounting Standards No. 109, 'Accounting for Income
Taxes' are as follows:

F-11

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1997 1996
--------- --------
(THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts......................................... $ 312 $ 78
Tax losses utilized by Time Warner...................................... 132,351 85,914
--------- --------
Total gross deferred tax assets......................................... 132,663 85,992
Less: valuation allowance............................................... (100,665) (73,018)
--------- --------
Net deferred tax assets................................................. 31,998 12,974
--------- --------

Deferred tax liabilities:
Depreciation and amortization........................................... (30,583) (11,662)
Investments............................................................. (1,415) (1,312)
--------- --------
Total gross deferred tax liabilities............................... (31,998) (12,974)
--------- --------
Net deferred tax assets................................................. $ -- $ --
--------- --------
--------- --------
</TABLE>

In 1997, 1996 and 1995, the net income tax benefits of approximately $27.6
million, $33.8 million and $20.1 million, respectively, have been fully offset
by corresponding increases in the valuation allowance due to the uncertainty of
realizing the benefit for tax losses on a separate return basis.

On a pro forma basis, had the Company been operating on a stand alone
basis, the Company would have had net operating loss carryforwards for tax
purposes of approximately $276.4 million during the three years ended December
31, 1997. However, at December 31, 1997, the Company, which operated as a
partnership for tax purposes during the periods presented herein, has no net
operating loss carryforwards for tax purposes because such losses were primarily
allocated to and utilized by Time Warner and its affiliates. The Company has
not, and will not, be compensated for such losses. Consequently, without the tax
benefit for losses utilized by Time Warner, the Company would have a net
deferred tax liability of approximately $31.7 million at December 31, 1997.

9. COMMITMENTS AND CONTINGENCIES

The Company has noncancelable operating leases for office space and
switching facilities expiring over various terms. Rental expense for all
operating leases totaled $5.4 million, $4.2 million and $3.2 million for the
years ended December 31, 1997, 1996 and 1995, respectively.

The minimum rental commitments under noncancelable operating leases are:
1998-$1.3 million; 1999-$2.8 million; 2000-$2.8 million; 2001-$2.9 million and
after 2002-$13.8 million.

Historically, the Company has relied on TW Cable's fiber in constructing
its own networks. In addition, most of the new markets in which management plans
to operate or construct networks are located in areas where TW Cable has already
made substantial infrastructure investments. The failure of the Company to
license additional fiber optic capacity from TW Cable could materially affect
the Company's future business and operations.

Pending legal proceedings are substantially limited to litigation
incidental to the business of the Company. In the opinion of management, the
ultimate resolution of these matters will not have a material effect on the
Company's financial statements.

F-12

<PAGE>

<PAGE>
TIME WARNER TELECOM INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

10. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1996
------- -------
(THOUSANDS)
<S> <C> <C>
Accrued salaries and employee costs..................................... $13,103 $ 8,591
Property and other taxes................................................ 7,682 5,187
Accrued expenses........................................................ 6,227 2,860
Other................................................................... 2,292 1,155
------- -------
Total......................................................... $29,304 $17,793
------- -------
------- -------
</TABLE>

11. SUBSEQUENT EVENTS (UNAUDITED)

The Company is expected to complete a reorganization under which the
Company's authorized capital will include two classes of common stock, Class A
Common Stock and Class B Common Stock, which will be identical in all respects
except that holders of Class A Common Stock will be entitled to one vote per
share and holders of Class B Common Stock will be entitled to 10 votes per share
on all matters submitted to a vote of stockholders and except that only holders
of Class B Common Stock, voting separately as a class, will be entitled to vote
on certain matters. The Existing Stockholders will contribute their respective
assets and liabilities of the Company's business to the Company and in return
will receive all the outstanding shares of the Class B Common Stock. The Company
also expects to complete a public offering of the Class A Common Stock.

F-13

<PAGE>

<PAGE>
TW COMMUNICATIONS INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
ADDITIONS/
BALANCE AT CHARGES TO BALANCE AT
BEGINNING COSTS AND END OF
OF PERIOD EXPENSES DEDUCTIONS PERIOD
---------- ---------- ---------- ----------
(THOUSANDS)
<S> <C> <C> <C> <C>
For the Year ended December 31, 1997:
Allowance for doubtful accounts receivable................ $193 $1,213 $ (630) $776

For the Year ended December 31, 1996:
Allowance for doubtful accounts receivable................ $ 21 $ 271 $ (99) $193

For the Year ended December 31, 1995:
Allowance for doubtful accounts receivable................ -$- $ 24 $ (3) $ 21
</TABLE>

F-14

<PAGE>

[Logo]

<PAGE>

<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED APRIL 3, 1998

[LOGO]

CLASS A COMMON STOCK

------------------------

All of the Shares of Class A Common Stock offered hereby are being sold
by the Company. Of the Shares of Class A Common Stock being offered
hereby, Shares are being offered initially outside the United States
and Canada by the International Underwriters and Shares are being
offered initially in the United States and Canada by the U.S.
Underwriters. See 'Underwriters.' Prior to the Stock Offering, there
has been no public market for the Class A Common Stock of the
Company. It is currently estimated that the initial public
offering price per Share will be between $ and $ . See
'Underwriters' for a discussion of the factors considered in
determining the initial public offering price.

------------------------

The Class A Common Stock is expected to be approved for quotation on the Nasdaq
National Market of the Nasdaq Stock Market under the symbol ' .'

------------------------

SEE 'RISK FACTORS' BEGINNING ON PAGE 11 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

PRICE $ A SHARE

------------------------

<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS(1) COMPANY(2)
--------------- -------------- ----------
<S> <C> <C> <C>
Per Share................................................. $ $ $
Total (3)................................................. $ $ $
</TABLE>

- ------------

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See 'Underwriters.'
(2) Before deducting expenses payable by the Company estimated at $ .
(3) The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to an aggregate of
additional Shares of Class A Common Stock at the price to public
less underwriting discounts and commissions, for the purpose of covering
over-allotments, if any. If the U.S. Underwriters exercise such option in
full, the total price to public, underwriting discounts and commissions and
proceeds to Company will be $ , $ , and $ , respectively. See
'Underwriters.'

------------------------

JOINT BOOK -- RUNNING MANAGERS
MORGAN STANLEY DEAN WITTER LEHMAN BROTHERS

, 1998

<PAGE>

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the expenses of issuance and distribution of the shares
of Class A Common Stock registered hereunder on Form S-1, other than
underwriting discounts and commissions. All amounts except the Registration Fee
are estimated.

<TABLE>
<S> <C>
Registration Fee............................................................................. $51,625
Nasdaq National Market Listing Fee........................................................... *
NASD Filing Fee.............................................................................. *
Printing and Engraving Fees.................................................................. *
Blue Sky Fees and Expenses................................................................... *
Legal Fees and Expenses...................................................................... *
Accounting Fees and Expenses................................................................. *
Registrar and Transfer Agent's Fees.......................................................... *
Miscellaneous................................................................................ *
-------
Total................................................................................... $ *
-------
-------
</TABLE>

- ------------

* To be filed by amendment.

All of the above expenses have been or will be paid by Time Warner Telecom
Inc.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article V of the Restated Certificate of Incorporation (the 'Restated
Certificate of Incorporation') of Time Warner Telecom Inc. (the 'Company')
provides that to the fullest extent of Section 102 of the General Corporation
Law of the State of Delaware (the 'DGCL'), a director of the Company shall not
be personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director.

Section 102(b)(7) of the DGCL, provides that a corporation (in its original
certificate of incorporation or an amendment thereto) may eliminate or limit the
personal liability of a director (or certain persons who, pursuant to the
provisions of the certificate of incorporation, exercise or perform duties
conferred or imposed upon directors by the DGCL) to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.

Under Section 145 of the DGCL, in general, a corporation may indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties to which they may be made parties by reason of their being or
having been directors, officers, employees or agents and shall so indemnify such
persons if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. Article VIII of the Restated Certificate of Incorporation
provides that the Company shall indemnify its officers, directors, employees and
agents to the full extent permitted by Delaware law.

II-1

<PAGE>

<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, the Company has not sold any securities
without registration under the Securities Act.

ITEM 16. EXHIBITS

(a) Exhibits:

TIME WARNER TELECOM INC.

EXHIBIT LIST

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
1.1 -- Form of Purchase Agreement*
2.1 -- Reorganization Agreement*
3.1 -- Restated Certificate of Incorporation of the Company*
3.2 -- Restated By-laws of the Company*
4.1 -- Stockholders Agreement, among the Company, Time Warner Companies, Inc., American Television and
Communications Corporation, Warner Communications, Inc., TW/TAE Inc., U S WEST Multimedia Communications,
Inc. and Advance/Newhouse Partnership.*
4.2 -- Form of Indenture, between the Company and , as Trustee*
5 -- Opinion of Cravath, Swaine and Moore*
10.1 -- Lease, between Quebec Court Joint Venture No. 2, Landlord, and Intelligent Advanced Systems, Inc.,
Tenant, dated June 3, 1994*
10.2 -- Agreement for Assignment of Lease, dated September 12, 1997, between Ingram Micro Inc. and Time Warner
Communications Holdings Inc.*
10.3 -- First Amendment to Lease, dated October 15, 1997, by Carramerica Realty, L.P. and Time Warner
Communications Holdings Inc.*
21 -- Subsidiaries of the Company*
23.1 -- Consent of Ernst & Young LLP, Independent Public Accountants
23.2 -- Consent of Cravath, Swaine & Moore (included in Exhibit 5)*
24.1 -- Power of Attorney of the Company's Directors (contained on signatures page)
24.2 -- Power of Attorney of the Company's Principal Executive Officer
</TABLE>

- ------------

* To be filed by amendment.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under Item 14 above or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of their
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

II-2

<PAGE>

<PAGE>
The Company hereby undertakes that:

1. For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed part of this Registration
Statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at such time shall be
deemed to be the initial bona fide offering thereof.

3. It will provide the underwriters at the closing specified in the
underwriting agreements certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.

II-3

<PAGE>

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Time Warner Telecom Inc. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, on April 3,
1998.

TIME WARNER TELECOM INC.

By /s/ DAVID J. RAYNER
...................................
DAVID J. RAYNER
VICE PRESIDENT, FINANCE

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen A. McPhie and David J. Rayner, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments and post-effective
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
(i) Principal Executive Officer

* President April 3, 1998
.......................................................
STEPHEN A. MCPHIE

(ii) Principal Financial and Accounting Officer

/s/ DAVID J. RAYNER Vice President, Finance April 3, 1998
.......................................................
DAVID J. RAYNER

(iii) Directors

/s/ RICHARD J. BRESSLER Director April 3, 1998
.......................................................
RICHARD J. BRESSLER

/s/ PETER R. HAJE Director April 3, 1998
.......................................................
PETER R. HAJE

/s/ SPENCER B. HAYS Director April 3, 1998
.......................................................
SPENCER B. HAYS

* By: /s/ DAVID J. RAYNER
...................................................
ATTORNEY-IN-FACT

</TABLE>

II-4

<PAGE>

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
DESCRIPTION OF DOCUMENT PAGE
----------------------- ----
<C> <S> <C>
1.1 -- Form of Purchase Agreement*.........................................................................
2.1 -- Reorganization Agreement*...........................................................................
3.1 -- Restated Certificate of Incorporation of the Company*...............................................
3.2 -- Restated By-laws of the Company*....................................................................
4.1 -- Stockholders Agreement, among the Company, Time Warner Companies, Inc., American Television and
Communications Corporation, Warner Communications, Inc., TW/TAE Inc., U S WEST Multimedia
Communications, Inc. and Advance/Newhouse Partnership*...............................................
4.2 -- Form of Indenture, between the Company and , as Trustee*...................
5 -- Opinion of Cravath, Swaine and Moore*...............................................................
10.1 -- Lease, between Quebec Court Joint Venture No. 2, Landlord, and Intelligent Advanced Systems, Inc.,
Tenant, dated June 3, 1994*..........................................................................
10.2 -- Agreement for Assignment of Lease, dated September 12, 1997, between Ingram Micro Inc. and Time
Warner Communications Holdings Inc.*.................................................................
10.3 -- First Amendment to Lease, dated October 15, 1997 by Carramerica Realty, L.P. and Time Warner
Communications Holdings Inc.*........................................................................
21 -- Subsidiaries of the Company*........................................................................
23.1 -- Consent of Ernst & Young LLP, Independent Public Accountants........................................
23.2 -- Consent of Cravath, Swaine & Moore (included in Exhibit 5)*.........................................
24.1 -- Power of Attorney of the Company's Directors (contained on signatures page).........................
24.2 -- Power of Attorney of the Company's Principal Executive Officer......................................
</TABLE>

- ------------

* To be filed by amendment.

<PAGE>

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption 'Experts' and to
the use of our report dated March 13, 1998, in the Registration Statement (Form
S-1) and related Prospectus of Time Warner Telecom Inc. for the registration of
its Class A common stock.

Ernst & Young LLP

New York, New York
April 2, 1998

<PAGE>

<PAGE>
EXHIBIT 24.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints David J. Rayner as his true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement of Time
Warner Telecom Inc., a Delaware corporation (the 'Company'), on Form S-1 or
other appropriate form and any and all amendments to such Registration Statement
(including post-effective amendments), to be filed with the Securities and
Exchange Commission in connection with the registration under the provisions of
the Securities Act of 1933, as amended, of shares of Class A common stock of the
Company, with power where appropriate to affix thereto the corporate seal of the
Company and to attest said seal, and to file such Registration Statement, and
any and all amendments and post-effective amendments to such Registration
Statement, with all exhibits thereto, and any and all documents in connection
therewith, with the Securities and Exchange Commission, hereby granting unto
said attorney-in-fact and agent full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
19th day of March, 1998.

/S/ STEPHEN A. MCPHIE
...........................
STEPHEN A. MCPHIE

<PAGE>