INTERMEDIA COMMUNICATIONS INC, S-3, 1998-04-07

INTERMEDIA COMMUNICATIONS INC
S-3, 1998-04-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE>

As filed with the Securities and Exchange Commission on April 7, 1998
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERMEDIA COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
---------------------

Delaware 59-29-13586
(State or other jurisdictio (I.R.S. Employer
of incorporation or organization) Identification No.)

3625 Queen Palm Drive
Tampa, Florida 33619
(813) 829-0011
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------------

David C. Ruberg, Chairman of the Board,
President and Chief Executive Officer
Intermedia Communications Inc.
3625 Queen Palm Drive
Tampa, Florida 33619
(813) 829-0011
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------

Copy to:

Ralph J. Sutcliffe, Esq.
Kronish, Lieb, Weiner & Hellman LLP
1114 Avenue of the Americas
New York, New York 10036-7798
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Approximate date of commencement of proposed sale to public: From
time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being
offered pursuant to dividend on interest reinvestment plans, please check the
following box. / /

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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please 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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

<PAGE>
---------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Aggregate Price Aggregate Amount of
to be Registered Registered Per Share (1) Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per
share 1,732,787 shares $76.40625 $132,395,756.72 $39,057
=======================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee. The
aggregate offering price has been determined pursuant to Rule 457(c)
promulgated under the Securities Act of 1933, as amended, on the basis of
the average of the high and low sale prices of the Registrant's common
stock as reported on the National Association of Securities Dealers, Inc.
Automated Quotation System on April 3, 1998.

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

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 or until this Registration
Statement shall become effective on such date or dates as the Commission,
acting pursuant to said Section 8(a), may determine.

<PAGE>

SUBJECT TO COMPLETION, DATED APRIL 7, 1998

PRELIMINARY PROSPECTUS

INTERMEDIA COMMUNICATIONS INC.
1,732,787 Shares of Common Stock

This Prospectus is being used in connection with the offering from
time to time by certain holders (the "Selling Securityholders") of shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of
Intermedia Communications Inc., a Delaware corporation ("Intermedia"). The
Selling Securityholders will have acquired 1,732,787 shares of Common Stock
from Intermedia as a portion of the consideration for the acquisition by
Intermedia of National Telecommunications of Florida, Inc. ("NTF") and NTC,
Inc. ("NTC"; NTF and NTC collectively, "National").

The Shares may be sold from time to time in accordance with the
transfer restrictions set forth in the National Merger Agreement (as defined
herein) and the Registration Rights Agreement (as defined herein) to
purchasers directly by the Selling Securityholders. Alternatively, the Selling
Securityholders may from time to time in accordance with the transfer
restrictions set forth in the National Merger Agreement and the Registration
Rights Agreement offer the Shares through brokers, dealers or agents who may
receive compensation in amounts to be negotiated immediately prior to the sale
in the form of discounts, concessions or commissions from the Selling
Securityholders and/or the purchasers of the Shares for whom they may act as
agent. The Selling Securityholders and any such brokers, dealers or agents who
participate in the distribution of the Shares may be deemed to be
"underwriters", and any profits on the sale of the Shares by them and any
discounts, commissions or concessions received by any such brokers, dealers or
agents might be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended (the "Securities Act"). To the extent the
Selling Securityholders may be deemed to be underwriters, the Selling
Securityholders may be subject to certain statutory liabilities of the
Securities Act, including, but not limited to, Sections 11, 12 and 17 of the
Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). See "Plan of Distribution." The Selling
Securityholders and any other person participating in such distribution will
be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which may
limit the timing of purchases and sales of any of the Shares by the Selling
Securityholders and any other such person. All of the foregoing may affect the
marketability of the Shares and the ability of any person or entity to engage
in market-making activities with respect to the Shares.

Intermedia will not receive any proceeds from the sale of the Shares.
Intermedia has agreed to pay substantially all of the expenses incidental to
the registration, offering and sale of the Shares to the public other than
commissions, fees and discounts of underwriters, brokers, dealers and agents.

On April 3, 1998, the closing price for the Common Stock as quoted on
the National Association of Securities Dealers, Inc. Automated Quotation
System ("Nasdaq") National Market (the "Nasdaq National Market"), under the
symbol "ICIX", was $77.1875 per share.

PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY MATTERS
DISCUSSED UNDER THE CAPTION "RISK FACTORS" ON PAGE 1.

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

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

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

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<PAGE>

No dealer, salesman or any other person has been authorized to give
any information or to make any representation other than those contained in
this Prospectus, and, if given or made, such information or representation
must not be relied upon as having been authorized by Intermedia. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of Intermedia since the date hereof.

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 this Registration Statement
becomes effective. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction.

The date of this Prospectus is ___________________________, 1998.

<PAGE>

AVAILABLE INFORMATION

Intermedia is subject to the informational requirements of the
Exchange Act and, in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy and information statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, its Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and at its Northeast Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such material
can also be inspected at the Web site of the Commission located at
http://www.sec.gov. The Common Stock is listed on the Nasdaq National Market
under the symbol "ICIX". Reports, proxy and information statements, and other
information concerning Intermedia can also be inspected at the Nasdaq National
Market at 1735 17 Street, N.W., Washington, D.C. 20006-1506.

Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and reference is made
to the copy of such contract or other document filed as an exhibit to this
Registration Statement of which this Prospectus forms a part, each such
statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents or information have been filed by Intermedia
with the Commission and are incorporated herein by reference:

Intermedia's Annual Report on Form 10-K for the year ended December
31, 1997.
The portions of the Proxy Statement for the Annual Meeting of
Stockholders of Intermedia to be held on May 20, 1998 that have
been incorporated by reference into Intermedia's Annual Report on
Form 10-K for the year ended December 31, 1997.
Intermedia's Current Report on Form 8-K filed with the Commission on
January 21, 1998.
Intermedia's Current Report on Form 8-K filed with the Commission on
February 12, 1998.
Intermedia's Current Report on Form 8-K filed with the Commission on
March 18, 1998.
Intermedia's Current Report on Form 8-K/A filed with the Commission on
March 30, 1998.
Intermedia's Current Report on Form 8-K filed with the Commission on
April 6, 1998.
The description of the capital stock contained in Intermedia's
registration statements on Form 8-A under the Exchange Act, filed
April 7, 1992, April 28, 1992 and April 30, 1992 (File No. 0-20135).

In addition, the following information that has been filed with the
Commission is incorporated herein by reference:

The consolidated financial statements of DIGEX, Incorporated
("DIGEX") appearing in DIGEX's Annual Report on Form 10-KSB for
the year ended December 31, 1996.

All documents subsequently filed by Intermedia with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering covered
by this Prospectus will be deemed incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

iii
<PAGE>

Intermedia hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the written or oral
request of such person to Intermedia Communications Inc., 3625 Queen Palm
Drive, Tampa, Florida 33619 (telephone 813-829-0011), Attention: Investor
Relations, a copy of any or all of the documents referred to above (other than
exhibits to such documents) which have been incorporated by reference in this
Prospectus.

<PAGE>

RISK FACTORS

Prospective investors should consider carefully the following factors
relating to the business of Intermedia and this offering, in addition to other
information set forth elsewhere in this Prospectus and in Intermedia's Annual
Report on Form 10-K, before purchasing the Shares offered hereby.

Limited Operations of Certain Services; History of Net Losses.
Intermedia's business commenced in 1987. Substantially all of Intermedia's
revenues are derived from local exchange services, enhanced data services,
long distance services, integration services and certain local network
services. Many of these services have only recently been initiated or their
availability only recently expanded in new market areas. Intermedia is
expecting to substantially increase the size of its operations in the near
future. Prospective investors, therefore, have limited historical financial
information about Intermedia upon which to base an evaluation of Intermedia's
performance. Given Intermedia's limited operating history, there is no
assurance that it will be able to compete successfully in the
telecommunications business.

The development of Intermedia's business and the expansion of its
network require significant capital, operational and administrative
expenditures, a substantial portion of which may be incurred before the
realization of revenues. These capital expenditures will result in negative
cash flow until an adequate customer base is established. Although its
revenues have increased in each of the last three years, Intermedia has
incurred significant increases in expenses associated with the installation of
local/long distance voice switches and expansion of its fiber optic networks,
services and customer base. Intermedia reported net losses attributable to
common stockholders of approximately $20.7 million, $57.2 million and $284.9
million for the years ended December 31, 1995, 1996 and 1997, respectively.
Intermedia expects net losses to continue for the next several years. In
addition, Intermedia had negative EBITDA in 1996 and 1997. There can be no
assurance that Intermedia will achieve or sustain profitability and/or
positive EBITDA in the future.

Substantial Indebtedness; Insufficiency of Earnings to Cover Fixed
Charges. Intermedia is highly leveraged. At December 31, 1997, after giving
pro forma effect to the acquisitions of Shared Technologies Fairchild Inc.
("Shared Technologies"), the Long Distance Savers group of companies ("LDS")
and National, Intermedia would have had outstanding approximately $1.5 billion
in aggregate principal amount of indebtedness and other liabilities on a
consolidated basis (including trade payables) and approximately $700 million
of obligations with respect to three outstanding series of preferred stock.
The degree to which Intermedia is leveraged could have important consequences
to holders of the Common Stock, including the following: (i) a substantial
portion of Intermedia's cash flow from operations will be dedicated to payment
of the principal and interest on its indebtedness and dividends on and the
redemption of outstanding preferred stock thereby reducing funds available for
other purposes; (ii) Intermedia's significant degree of leverage could
increase its vulnerability to changes in general economic conditions or
increases in prevailing interest rates; (iii) Intermedia's ability to obtain
additional financing for working capital, capital expenditures, acquisitions,
general corporate purposes or other purposes could be impaired; and (iv)
Intermedia may be more leveraged than certain of its competitors, which may be
a competitive disadvantage.

Intermedia's historical earnings have been insufficient to cover
combined fixed charges and dividends on preferred stock by $2.3 million, $3.3
million, $19.8 million, $60.0 million and $245.7 million for each of the years
ended December 31, 1993, 1994, 1995, 1996 and 1997, respectively. Combined
fixed charges and dividends include interest and dividends whether paid or
accrued. On a pro forma basis, after giving effect to the acquisitions of
Shared Technologies, LDS and National and each of Intermedia's 1997 debt and
equity offerings, as if they had been consummated at the beginning of the
year, Intermedia's earnings were insufficient to cover combined fixed charges
and dividends on preferred stock by $432.7 million for the year ended December
31, 1997. Intermedia anticipates that earnings will be insufficient to cover
fixed charges for the next several years. In order for Intermedia to meet its
debt service obligations and its dividend and redemption obligations with
respect to its outstanding preferred stock, Intermedia will need to
substantially improve its operating results. There can be no assurance that
Intermedia's operating results will be of sufficient magnitude to enable
Intermedia to meet such debt service, dividend and redemption obligations. In
the absence of such operating results, Intermedia could face substantial
liquidity problems and may be required to raise additional financing through
the issuance of debt or equity securities; however, there can be no assurance
that Intermedia would be successful in raising such financing, or the terms or
timing thereof.

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Significant Capital Requirements and Need for Additional Financing.
Expansion of Intermedia's existing networks and services and the development
of new networks and services require significant capital expenditures.
Intermedia expects to fund its capital requirements through existing
resources, joint ventures, debt or equity financing, credit availability and
internally generated funds. Intermedia expects that continued expansion of its
business will require raising equity and/or debt by the end of fiscal 1999.
Depending on market conditions, Intermedia may determine to raise additional
capital before such time. There can be no assurance, however, that Intermedia
will be successful in raising sufficient debt or equity on terms that it will
consider acceptable. Moreover, the terms of Intermedia's outstanding
indebtedness and preferred stock impose certain restrictions upon Intermedia's
ability to incur additional indebtedness or issue additional preferred stock.
In addition, Intermedia's future capital requirements will depend upon a
number of factors, including marketing expenses, staffing levels and customer
growth, as well as other factors that are not within Intermedia's control,
such as competitive conditions, government regulation and capital costs.
Failure to generate sufficient funds may require Intermedia to delay or
abandon some of its future expansion or expenditures, which would have a
material adverse effect on its growth and its ability to compete in the
telecommunications industry.

Lack of Dividend History. Intermedia has never declared or paid any
cash dividends on its Common Stock and does not expect to declare any such
dividends in the foreseeable future. Payment of any future dividends will
depend upon earnings and capital requirements of Intermedia, Intermedia's debt
facilities and other factors the Board of Directors considers appropriate.
Intermedia intends to retain earnings, if any, to finance the development and
expansion of its business, and therefore does not anticipate paying any
dividends in the foreseeable future. In addition, the terms of the outstanding
indebtedness and preferred stock restrict the payment of dividends on Common
Stock. Intermedia may also establish a bank credit facility which may be
secured by a substantial portion of the assets of Intermedia and would contain
additional dividend restrictions.

Risks Associated with Acquisitions. Intermedia has recently
consummated its acquisitions of Shared Technologies and LDS and has entered
into a definitive agreement to acquire National. Such acquisitions could
divert the resources and management time of Intermedia and will require
integration with Intermedia's existing networks and services. There can be no
assurance that the pending acquisition of National will be consummated or any
other acquisitions will occur or that any acquisitions, including the
acquisitions of Shared Technologies and LDS and the pending acquisition of
National, if made, would be on terms favorable to Intermedia or will be
successfully integrated into Intermedia's operations.

Consistent with its strategy, Intermedia is currently evaluating and
often engages in discussions regarding various acquisition opportunities.
These acquisitions could be funded by cash on hand and/or Intermedia's
securities. It is possible that one or more of such possible future
acquisitions, if completed, could adversely affect Intermedia's funds from
operations or cash available for distribution, in the short term, in the long
term or both, or increase Intermedia's debt, or such an acquisition could be
followed by a decline in the market value of Intermedia's securities.

Failure to Obtain Third Party Consents in connection with an
Acquisition or Merger. Intermedia has consummated a number of acquisitions
over the past two years, including the acquisitions of Shared Technologies and
LDS. In connection therewith, Intermedia may not have obtained or, as in the
case of the acquisition of Shared Technologies and LDS, may have elected not
to seek, all required consents from third parties with respect to acquired
contracts. In addition, Intermedia may consummate additional acquisitions
during the current fiscal year (including the pending acquisition of
National), and in connection therewith, may not obtain or elect to seek all
required consents from third parties with respect to acquired contracts. If an
acquired contract required the consent of a third party and such consent was
not obtained, the third party could assert a breach of the contract.
Intermedia believes that the failure to obtain any such third party consents
should not result in any material adverse consequences to Intermedia, although
there can be no assurance that such a consequence will not result.

<PAGE>

Year 2000 Risk. Intermedia has implemented a Year 2000 program to
ensure that its computer systems and applications will function properly
beyond 1999. Intermedia believes that it has allocated adequate resources for
this purpose and expects its date conversion program to be successfully
completed on a timely basis. There can, however, be no assurance that this
will be the case. Intermedia does not expect to incur significant expenditures
to address this issue. The ability of third parties with whom Intermedia
transacts business to adequately address their Year 2000 issues is outside of
Intermedia's control. There can be no assurance that the failure of Intermedia
or such third parties to adequately address their respective Year 2000 issues
will not have a material adverse effect on the Intermedia's business,
financial condition, cash flows and results of operations.

Regulatory Approval Relating to 1997 and 1998 Offerings. Certain
states in which Intermedia is certificated provide for prior approval or
notification of the issuance of securities by Intermedia. Because of time
constraints, Intermedia did not obtain approval from all such states prior to
the consummation of the offerings of its securities during 1997 and did not
receive approvals from four states for the issuance of securities in
connection with the acquisition of LDS prior to its consummation. The
requirements for these filings may have been pre-empted by the National
Securities Market Improvement Act of 1996, although there is no case law on
this point. Intermedia has filed all of the necessary notifications and
applications for approval in these states. After consultation with counsel,
Intermedia believes the remaining regulatory approvals will be granted and
that obtaining such approvals subsequent to the offerings should not result in
any material adverse consequences to Intermedia, although there can be no
assurance that such a consequence will not result.

Maintenance of Peering Relationships. The Internet is comprised of
many Internet service providers ("ISPs") who operate their own networks and
interconnect with other ISPs at various peering points. The establishment and
maintenance of peering relationships with other ISPs is necessary to exchange
traffic with other ISPs without having to pay settlement charges. Although
Intermedia meets the industry's current standards for peering, there is no
assurance that other national ISPs will maintain peering relationships with
Intermedia. In addition, there may develop increasing requirements associated
with maintaining peering relationships with the major national ISPs with which
Intermedia may have to comply. There can be no assurance that Intermedia will
be able to expand or adapt its network infrastructure to meet the industry's
evolving standards on a timely basis, at a commercially reasonable cost, or at
all.

Potential Liability of On-Line Service Providers. The law in the
United States relating to the liability of on-line service providers and ISPs
for information carried on, disseminated through or hosted on their systems is
currently unsettled. Several private lawsuits seeking to impose such liability
are currently pending. In one case brought against an ISP, Religious
Technology Center v. Netcom On-Line Communication Services, Inc., the United
States District Court for the Northern District of California ruled in a
preliminary phase that, under certain circumstances, ISPs could be held liable
for copyright infringement. The Telecommunications Act of 1996 (the "1996
Act") prohibits and imposes criminal penalties for using an interactive
computer service to transmit certain types of information and content, such as
indecent or obscene communications. On June 26, 1997, the Supreme Court
affirmed the decision of a panel of three federal judges which granted a
preliminary injunction barring enforcement of this portion of the 1996 Act to
the extent enforcement is based upon allegations other than obscenity or child
pornography as an impermissible restriction on the First Amendment's right of
free speech. In addition, numerous states have adopted or are currently
considering similar types of legislation. The imposition upon ISPs or Web
hosting sites of potential liability for materials carried on or disseminated
through their systems could require Intermedia to implement measures to reduce
its exposure to such liability, which could require the expenditure of
substantial resources or the discontinuation of certain product or service
offerings. Intermedia believes that it is currently unsettled whether the 1996
Act prohibits and imposes liability for any services provided by Intermedia
should the content or information transmitted be subject to the statute. The
increased attention focused upon liability issues as a result of these
lawsuits, legislation and legislative proposals could affect the growth of
Internet use. Any such liability or asserted liability could have a material
adverse effect on Intermedia's business, financial condition and results of
operations.

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Dependence upon Network Infrastructure; Risk of System Failure;
Security Risks. Intermedia's success in marketing its services to business and
government users requires that Intermedia provide superior reliability,
capacity and security via its network infrastructure. Intermedia's networks
are subject to physical damage, power loss, capacity limitations, software
defects, breaches of security (by computer virus, break-ins or otherwise) and
other factors, certain of which have caused, and will continue to cause,
interruptions in service or reduced capacity for Intermedia's customers.
Similarly, Intermedia's ISP business relies on the availability of its network
infrastructure for the provision of Internet connectivity. Interruptions in
service, capacity limitations or security breaches could have a material
adverse effect on Intermedia's business, financial condition and results of
operations.

Expansion Risk. Intermedia is experiencing a period of rapid
expansion which management expects will increase in the near future. This
growth has increased the operating complexity of Intermedia as well as the
level of responsibility for both existing and new management personnel.
Intermedia's ability to manage its expansion effectively will require it to
continue to implement and improve its operational and financial systems and to
expand, train and manage its employee base. Intermedia's inability to
effectively manage its expansion could have a material adverse effect on its
business.

A portion of Intermedia's expansion may occur through acquisitions as
an alternative to direct investments in the assets required to implement the
expansion. No assurance can be given that suitable acquisitions can be
identified, financed and completed on acceptable terms, or that Intermedia's
future acquisitions, if any, will be successful or will not impair
Intermedia's ability to service its outstanding obligations.

Risks of Implementation; Need to Obtain Permits and Rights of Way.
Intermedia is continuing to expand its existing networks. Intermedia has
identified other expansion opportunities and is currently extending the reach
of its networks to pursue such opportunities. There can be no assurance that
Intermedia will be able to expand its existing networks on a timely basis. The
expansion of Intermedia's existing networks and its construction or
acquisition of new networks will be dependent, among other things, on its
ability to acquire rights-of-way and any required permits on satisfactory
terms and conditions and on its ability to finance such expansion, acquisition
and construction. In addition, Intermedia may require pole attachment
agreements with utilities and incumbent local exchange carriers ("ILECs") to
operate existing and future networks, and there can be no assurance that such
agreements will be obtained or obtainable on reasonable terms. These factors
and others could adversely affect the expansion of Intermedia's customer base
on its existing networks and commencement of operations on new networks. If
Intermedia is not able to expand, acquire or construct its networks in
accordance with its plans, the growth of its business would be materially
adversely affected.

Competition. In each of its markets, Intermedia faces significant
competition for the local network services, including local exchange services
it offers from ILECs, which currently dominate their local telecommunications
markets. ILECs have long-standing relationships with their customers, which
relationships may create competitive barriers. Furthermore, ILECs may have the
potential to subsidize competitive service from monopoly service revenues. In
addition, a continuing trend toward business combinations and alliances in the
telecommunications industry may create significant new competitors for
Intermedia. Intermedia also faces competition in most markets in which it
operates from one or more integrated communications services providers
("ICPs") and ILECs operating fiber optic networks. In addition, Intermedia
faces competition in its integration services business from equipment
manufacturers, the regional Bell operating companies ("RBOCs") and other
ILECs, long distance carriers and systems integrators, and in its enhanced
data services business (including Internet) from local telephone companies,
long distance carriers, very small aperture terminal ("VSAT") providers, other
ISPs and others. In particular, the market for Internet services is extremely
competitive and there are limited barriers to entry. Many of Intermedia's
existing and potential competitors have financial, personnel and other
resources significantly greater than those of Intermedia.

Intermedia believes that various legislative initiatives, including
the 1996 Act, have removed most of the remaining legislative barriers to local
exchange competition. Nevertheless, in light of the passage of the 1996 Act,
regulators are also likely to provide ILECs with increased pricing flexibility
as competition increases. If ILECs are permitted to lower their rates
substantially or engage in excessive volume or term discount pricing practices
for their customers, the net income or cash flow of ICPs and competitive local
exchange carriers ("CLECs"), including Intermedia, could be materially
adversely affected. In addition, while Intermedia currently competes with
AT&T, MCI and others in the interexchange services market, recent federal
legislation permits the RBOCs to provide interexchange services once certain
criteria are met. Once the RBOCs begin to provide such services, they will be
in a position to offer single source service similar to that being offered by
Intermedia. Recently, a Federal District Court in Texas found unconstitutional
certain provisions of the 1996 Act restricting the RBOCs from offering long
distance service in their operating regions until they could demonstrate that
their networks have been made available to competitive providers of local
exchange services in those regions. This decision has been stayed pending
appeal. If that decision is permitted to stand, it could result in RBOCs
providing interexchange service in their operating regions sooner than
previously expected. In addition, AT&T and MCI have entered, and other
interexchange carriers have announced their intent to enter, the local
exchange services market, which is facilitated by the 1996 Act's resale and
unbundled network element provisions. Intermedia cannot predict the number of
competitors that will emerge as a result of existing or new federal and state
regulatory or legislative actions. Competition from the RBOCs with respect to
interexchange services or from AT&T, MCI or others with respect to local
exchange services could have a material adverse effect on Intermedia's
business.

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Regulation. Intermedia is subject to varying degrees of federal,
state and local regulation. Intermedia is not currently subject to price cap
or rate of return regulation at the state or federal level, nor is it
currently required to obtain Federal Communication Commission ("FCC")
authorization for the installation, acquisition or operation of its interstate
network facilities. Further, the FCC issued an order holding that non-dominant
carriers, such as Intermedia, are required to withdraw interstate tariffs for
domestic long distance service. That order has been stayed by a federal
appeals court and it is not clear at this time whether the detariffing order
will be implemented. Until further action is taken by the court, Intermedia
will continue to maintain tariffs for these services. In June 1997, the FCC
issued another order stating that non-dominant carriers, such as Intermedia,
could withdraw their tariffs for interstate access services. While Intermedia
has no immediate plans to withdraw its tariff, this FCC order allows
Intermedia to do so. The FCC does require Intermedia to file tariffs on an
ongoing basis for international traffic.

On May 16, 1997, the FCC released an order that fundamentally
restructured the "access charges" that ILECs charge to interexchange carriers
and end user customers. Intermedia believes that the FCC's new access charge
rules do not adversely affect Intermedia's business plan, and that they in
fact present significant new opportunities for new entrants, including
Intermedia. Aspects of the access charge order may be changed in the future.
Numerous parties have either filed appeals with federal courts or asked the
FCC to reconsider portions of its new rules.

Intermedia is generally subject to certification or registration and
tariff or price list filing requirements for intrastate services by state
regulators. The 1996 Act and the issuance by the FCC of rules governing local
competition, particularly those requiring the interconnection of all networks
and the exchange of traffic among the ILEC and CLECs, as well as pro-
competitive policies already developed by state regulatory commissions, have
caused fundamental changes in the structure of the markets for local exchange
services. On July 18, 1997, the U.S. Court of Appeals for the Eighth Circuit
issued a decision vacating the FCC's pricing and "most favored nation" rules,
as well as certain other of the FCC's interconnection rules. On October 14,
1997, the Eighth Circuit issued an order clarifying its previous decision. In
this order, the Court held that ILECs have an obligation under the 1996 Act to
offer other carriers access to the ILECs' network elements on an unbundled
basis, but the ILECs do not have an obligation to recombine those elements for
use by other carriers. The FCC's and other parties' petitions to the Supreme
Court requesting review of these decisions have been granted. Most recently,
on January 22, 1998, the Eighth Circuit reiterated that the FCC is bound by
the pricing policies of the state regulatory commissions regarding
interconnection, unbundled access, resale and transport and termination of
local telecommunications traffic and rebuffed what it perceived as an attempt
by the FCC to condition the RBOCs' provision of in-region long distance
service on compliance with federal pricing policies regarding these items.
Even though these decisions restrict the role of the FCC in pricing and other
issues, these issues remain subject to scrutiny and oversight by state
regulatory commissions.

Although passage of the 1996 Act should result in increased
opportunities for companies that are competing with the ILECs, no assurance
can be given that changes in current or future regulations adopted by the FCC
or state regulators or other legislative or judicial initiatives relating to
the telecommunications industry would not have a material adverse effect on
Intermedia.

Moreover, while the 1996 Act reduces regulation to which non-dominant
local exchange carriers are subject, it also reduces the level of regulation
that applies to the ILECs and increases their ability to respond quickly to
competition from Intermedia and others. For example, proposals pending before
the FCC may permit ILECs to change service rates more quickly and provide them
with greater pricing flexibility. In addition, the 1996 Act will permit RBOCs,
for the first time, to offer long distance service in the regions where they
provide local exchange service upon demonstrating to the FCC and state
regulatory agencies that they have complied with the FCC's interconnection
regulations designed to foster local exchange competition. While the FCC has
not approved the applications to provide in-region long distance service filed
to date, it may do so in the future. On December 31, 1997, a federal District
Court in Texas found unconstitutional the provisions of the 1996 Act
restricting RBOCs from providing long distance service in-region until they
made such a demonstration. The Court has stayed the decision and the issue is
under appeal but if the decision is upheld, RBOCs may be able to offer
in-region long distance service earlier than otherwise expected. RBOCs would
then be able to offer a combination of local and interexchange service to
customers in direct competition with Intermedia's service offerings.

5
<PAGE>

Potential Diminishing Rate of Growth. During the period from 1994
through 1997, Intermedia's revenues grew at a compound annual growth rate of
158.8% (including the effect of acquisitions). While Intermedia expects to
continue to grow, as its size increases it is likely that its rate of growth
will diminish.

Risk of New Service Acceptance by Customers. Intermedia has recently
introduced a number of services, primarily local exchange services, that
Intermedia believes are important to its long-term growth. The success of
these services will be dependent upon, among other things, the willingness of
customers to accept Intermedia as the provider of such services. No assurance
can be given that such acceptance will occur; the lack of such acceptance
could have a material adverse effect on Intermedia.

Rapid Technological Changes. The telecommunications industry is
subject to rapid and significant changes in technology. While Intermedia
believes that, for the foreseeable future, these changes will neither
materially affect the continued use of its fiber optic networks nor materially
hinder its ability to acquire necessary technologies, the effect on the
business of Intermedia of technological changes such as changes relating to
emerging wireline and wireless transmission technologies, including software
protocols, cannot be predicted.

Dependence on Key Personnel. Intermedia's business is managed by a
small number of key management and operating personnel, the loss of certain of
whom could have a material adverse impact on Intermedia's business. Intermedia
believes that its future success will depend in large part on its continued
ability to attract and retain highly skilled and qualified personnel. None of
Intermedia's key executives is a party to a long-term employment agreement
with Intermedia.

Risk of Cancellation or Non-Renewal of Network Agreements, Licenses
and Permits. Intermedia has lease and/or purchase agreements for
rights-of-way, utility pole attachments, conduit and dark fiber for its fiber
optic networks. Although Intermedia does not believe that any of these
agreements will be cancelled in the near future, cancellation or non-renewal
of certain of such agreements could materially adversely affect Intermedia's
business in the affected metropolitan area. In addition, Intermedia has
certain licenses and permits from local government authorities. The 1996 Act
requires that local government authorities treat telecommunications carriers
in a competitively neutral, non-discriminatory manner, and that most
utilities, including most ILECs and electric companies, afford alternative
carriers access to their poles, conduits and rights-of-way at reasonable rates
on non-discriminatory terms and conditions. There can be no assurance that
Intermedia will be able to maintain its existing franchises, permits and
rights or to obtain and maintain the other franchises, permits and rights
needed to implement its strategy on acceptable terms.

Business Combinations; Change of Control. Intermedia has from time to
time held, and continues to hold, preliminary discussions with (i) potential
strategic investors who have expressed an interest in making an investment in
or acquiring Intermedia and (ii) potential joint venture partners looking
toward the formation of strategic alliances that would expand the reach of
Intermedia's networks or services without necessarily requiring an additional
investment in Intermedia. In addition to providing additional growth capital,
management believes that an alliance with an appropriate strategic investor
would provide operating synergy to, and enhance the competitive positions of,
both Intermedia and the investor within the rapidly consolidating
telecommunications industry. There can be no assurance that agreements for any
of the foregoing will be reached. An investment, business combination or
strategic alliance could constitute a change of control. A change of control
would require Intermedia to repay its outstanding indebtedness and one series
of its outstanding preferred stock. A change of control also requires
Intermedia to offer to redeem its other outstanding series of preferred stock.
If a change of control does occur, there is no assurance that Intermedia would
have sufficient funds, or could obtain any additional debt or equity financing
necessary, to make such repayments and redemptions.

6
<PAGE>

Anti-Takeover Provisions. Intermedia's Certificate of Incorporation
and Bylaws, the provisions of the Delaware General Corporation Law (the
"DGCL") and Intermedia's outstanding indebtedness and preferred stock may make
it difficult in some respects to effect a change in control of Intermedia and
replace incumbent management. In addition, Intermedia's Board of Directors has
adopted a Stockholder's Rights Plan, pursuant to which rights to acquire a
series of preferred stock, exercisable upon the occurrence of certain events,
were distributed to its stockholders. The existence of these provisions may
have a negative impact on the price of the Common Stock, may discourage third
party bidders from making a bid for Intermedia or may reduce any premiums paid
to stockholders for their Common Stock. In addition, the Board has the
authority to fix the rights and preferences of, and to issue shares of,
Intermedia's preferred stock, which may have the effect of delaying or
preventing a change in control of Intermedia without action by its
stockholders.

Shares Eligible for Future Sale. Future sales of shares by existing
stockholders under Rule 144 of the Securities Act or pursuant to currently
effective registration statements, or through the exercise of outstanding
registration rights or the issuance of shares of Common Stock upon the
exercise of options or warrants or conversion of convertible securities,
including two outstanding series of convertible preferred stock, could
materially adversely affect the market price of shares of Common Stock and
could materially impair Intermedia's future ability to raise capital through
an offering of equity securities. Substantially all of Intermedia's
outstanding shares, other than those held by affiliates, are covered by
effective registration statements or are transferable without restriction
under the Securities Act. No predictions can be made as to the effect, if any,
that market sales of such shares or the availability of such shares for future
sale will have on the market price of shares of Common Stock prevailing from
time to time.

Class Action by DIGEX Stockholders. On June 5, 1997, Intermedia
announced that it had agreed to acquire 100% of the outstanding equity of
DIGEX (the "DIGEX Acquisition"). The acquisition was consummated through a
tender offer for all of the outstanding shares of DIGEX, which closed on July
9, 1997, followed by a cash merger effective on July 11, 1997 (the "DIGEX
Merger").

On June 20, 1997, two purported class action complaints were filed in
the Court of Chancery of the State of Delaware in and for New Castle County
respectively by TAAM Associates, Inc. and David and Chaile Steinberg (the
"Complaints"), purported stockholders of DIGEX, on behalf of all
non-affiliated common stockholders of DIGEX, against Intermedia, DIGEX and the
Directors of DIGEX (the "DIGEX Directors"). The Complaints allege that the
DIGEX Directors violated their fiduciary duties to the public stockholders of
DIGEX by agreeing to vote in favor of the DIGEX Merger and that Intermedia
knowingly aided and abetted such violation by offering to retain DIGEX
management in their present positions and consenting to stock option grants to
certain executive officers of DIGEX. The Complaints sought preliminary and
permanent injunctions enjoining the DIGEX Merger, but no applications were
made for such injunctions prior to the consummation of the DIGEX Merger on
July 11, 1997. In addition, the Complaints seek cash damages from the DIGEX
Directors. In August 1997, a motion to dismiss the Complaints was filed on
behalf of Intermedia, DIGEX and the DIGEX Directors. The action has been
dormant since that time.

These cases are in their very early stages and no assurance can be
given as to their ultimate outcome. Intermedia, after consultation with its
counsel, believes that there are meritorious factual and legal defenses to the
claims in the Complaints. Intermedia intends to defend vigorously the claims
in the Complaints.

7
<PAGE>

Forward Looking Statements. The statements contained in this
Prospectus that are not historical facts are "forward-looking statements" (as
such term is defined in the Private Securities Litigation Reform Act of 1995),
which can be identified by the use of forward-looking terminology such as
"estimates," "projects," "anticipates," "expects," "intends," "believes" or
the negative thereof or other variations thereon or comparable terminology or
by discussions of strategy that involve risks and uncertainties. Management
wishes to caution the reader that these forward-looking statements are only
estimates or predictions. No assurance can be given that future results will
be achieved. Actual events or results may differ materially as a result of
risks facing Intermedia or actual events differing from the assumptions
underlying such statements.

8
<PAGE>

THE COMPANY

Intermedia is a rapidly growing ICP delivering local, long distance,
enhanced data and Internet-related services to business and government
customers. Intermedia is the largest domestic independent company among those
companies generally referred to as CLECs (based upon annualized
telecommunications services revenues and assuming the closing of the announced
transaction between AT&T, Inc. and Teleport Communications Group, Inc.) and is
also the largest provider of shared tenant telecommunications services in the
United States. As a tier-one ISP and the fourth largest (based on number of
nodes) frame relay provider in the United States, Intermedia is also a leading
provider of enhanced data services to business and government customers.
Intermedia provides services to its customers throughout the United States and
in selected international markets through a combination of owned and leased
network facilities. As an ICP with over ten years experience focusing on
business and government customers, Intermedia believes it is positioned to
take advantage of technical, regulatory and market dynamics which currently
promote demand for a fully integrated set of communications services.

Intermedia was incorporated in the State of Delaware on November 9,
1987, as the successor to a Florida corporation that was founded in 1986.
Intermedia's principal offices are located at 3625 Queen Palm Drive, Tampa,
Florida 33619, and its telephone number is (813) 829-0011.

Recent Developments

Acquisitions. In March 1998, Intermedia consummated the acquisition
of LDS for a purchase price of approximately $153.0 million, of which
approximately $137.0 million was paid by delivering approximately 2.68 million
shares of Common Stock and approximately $16.0 million was paid in cash, plus
the retirement of approximately $15.0 million of LDS's long-term debt. LDS is
an established regional interexchange carrier, providing long distance
services and Internet access to more than 45,000 business subscribers and
employing over 100 sales and customer service professionals in Louisiana,
Texas, Oklahoma, Mississippi and Florida. The acquisition of LDS will provide
a significant time-to-market advantage in a region important to Intermedia's
expansion plan, while also contributing an experienced regional management
team and established sales platform. Because LDS's service portfolio and
footprint complements that of Intermedia, Intermedia believes that the
acquisition of LDS also presents significant synergy realization
opportunities. By joining forces with an established operating company with a
staff of experienced sales, management and technical personnel, Intermedia
expects to consolidate its position in these southern markets.

USE OF PROCEEDS

Intermedia is not selling any of the Shares and will not receive any
proceeds from the sale of the Shares by the Selling Securityholders.

9
<PAGE>

THE SELLING SECURITYHOLDERS

The following table sets forth, as of the closing of the acquisition
of National, certain information regarding the Selling Securityholders'
ownership of Intermedia's Common Stock. Unless otherwise disclosed in the
footnotes to the table, no Selling Securityholder has held any position,
office or had any other material relationship with Intermedia, its
predecessors or affiliates during the past three years. To the knowledge of
Intermedia, except as disclosed below, the Selling Securityholders own all of
the Shares and do not own, nor have any rights to acquire, any other shares of
Common Stock as of the date of this Prospectus.
<TABLE>
<CAPTION>
===================================================================================================================================
Beneficially Owned Prior
to This Offering(1)
------------------------
Number of Percent of Offered Beneficially Owned
Name of Selling Securityholder Shares Shares(2) for Sale After This Offering(1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John A. Mansour (3) 585,031 2.64% 585,031 0
- -----------------------------------------------------------------------------------------------------------------------------------
James M. Mansour (4) 585,031 2.64% 585,031 0
- -----------------------------------------------------------------------------------------------------------------------------------
Mark A. Mansour 346,557 1.56% 346,557 0
- -----------------------------------------------------------------------------------------------------------------------------------
Ned Michael Jabour Trust,
Grantor James M. Mansour 23,856 * 23,856 0
- -----------------------------------------------------------------------------------------------------------------------------------
Phyllis Mansour Crews Trust,
Grantor James M. Mansour 23,856 * 23,856 0
- -----------------------------------------------------------------------------------------------------------------------------------
Samuel Philip Mansour Trust,
Grantor John A. Mansour 39,924 * 39,924 0
- -----------------------------------------------------------------------------------------------------------------------------------
Mary Margaret Mansour Trust,
Grantor John A. Mansour 23,856 * 23,856 0
- -----------------------------------------------------------------------------------------------------------------------------------
Teresa Marie Mansour Trust,
Grantor John A. Mansour 23,856 * 23,856 0
- -----------------------------------------------------------------------------------------------------------------------------------
Samera Louise Mansour Trust,
Grantor James M. Mansour 23,856 * 23,856 0
- -----------------------------------------------------------------------------------------------------------------------------------
Philip Mansour, Jr. Trust, Grantor
John A. Mansour 20,448 * 20,448 0
- -----------------------------------------------------------------------------------------------------------------------------------
Philip Mansour, Jr. Trust, Grantor 36,516 * 36,516 0
James M. Mansour
===================================================================================================================================
</TABLE>

*Less than one percent. Based on 20,465,274 shares of common stock
outstanding on April 3, 1998, plus 1,732,787 shares which will be issued in
connection with the acquisition of National.

(1) Under the rules of the Commission, a person is deemed to be the beneficial
owner of a security if such person has or shares the power to vote or
direct the voting of such security or the power to dispose or direct the
disposition of such security. A person is also deemed to be a beneficial
owner of any securities if that person has the right to acquire beneficial
ownership within 60 days. Accordingly, more than one person may be deemed
to be a beneficial owner of the same securities. Unless otherwise
indicated by footnote, the named individuals have sole voting and
investment power with respect to the securities beneficially owned.

10
<PAGE>

(2) The percentage of shares beneficially owned by each Selling Securityholder
is based on 22,198,061 shares of common stock (20,465,274 shares of common
stock outstanding on April 3, 1998 plus 1,732,787 shares which will be
issued at the closing of the acquisition of National).

(3) Does not include the shares held by the Ned Michael Jabour Trust, Grantor
James M. Mansour; the Phyllis Mansour Crews Trust, Grantor James M.
Mansour; the Samera Louise Mansour Trust, Grantor James M. Mansour; and
the Philip Mansour, Jr. Trust, Grantor James M. Mansour for which John A.
Mansour has voting and dispositive power.

(4) Does not include the shares held by the Samuel Philip Mansour Trust,
Grantor John A. Mansour; the Mary Margaret Mansour Trust, Grantor John A.
Mansour; the Teresa Maria Mansour Trust, Grantor John A. Mansour; and the
Philip Mansour, Jr. Trust, Grantor John A. Mansour for which James M.
Mansour has voting and dispositive power.

The 1,732,787 Shares to be owned by the Selling Securityholders
represent all of the securities covered by this Registration Statement of
which this Prospectus is a part. The 1,732,787 Shares would have had an
aggregate market value of approximately $133,749,496.56 on April 3, 1998
(based on the $77.1875 per share closing price of the Common Stock on that
date). Upon the closing of that certain Agreement and Plan of Merger dated as
of February 11, 1998 among Intermedia, two wholly-owned subsidiaries of
Intermedia, National and the stockholders of National (the "National Merger
Agreement"), a pro-rata amount of the Shares owned by the Selling
Securityholders will be held in escrow for certain obligations they may have
under the National Merger Agreement, as described below.

A total of approximately 81,967 Shares (the "Escrow Shares") will be
held by an Escrow Agent (the "Escrow Agent") as security for certain
indemnification obligations of the Selling Securityholders pursuant to the
National Merger Agreement. Up to half the Escrow Shares may be released after
90 days if the uncollected Effective Date Receivables do not exceed the
Effective Date Reserve (each as defined in the National Merger Agreement). For
a period of 270 days following the Closing Date (the "Indemnification
Period"), Intermedia may assert claims for indemnification against the
remaining Escrow Shares. At the expiration of the Indemnification Period, the
Escrow Agent shall deliver any remaining Escrow Shares to the Selling
Securityholders.

Any Escrow Shares which are required to be delivered to satisfy a
payment or indemnity obligation under the National Merger Agreement shall be
deemed to be valued at $61 per Share notwithstanding the actual market or
other value of the Shares at the time of delivery.

The Shares will be acquired by the Selling Securityholders pursuant
to an exemption from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof. Pursuant to the National Merger Agreement
and the Registration Rights Agreement entered into by Intermedia and certain
stockholders of National (the "Registration Rights Agreement"), the Selling
Securityholders have agreed that they will not sell or transfer more than
1/12th of the Shares during each of the 12 months following the date of the
closing of the National Merger Agreement (calculated on a cumulative basis).
However, this restriction will not prohibit (i) a person or entity to which
the Shares are pledged from selling such Shares after a default in the
obligations secured by such pledge or (ii) a Selling Securityholder from
selling such Shares upon the announcement by Intermedia of a Change in Control
of Intermedia (as defined in the National Merger Agreement), whereupon the
foregoing restriction on the sale or transfer of the Shares will immediately
lapse.

<PAGE>

In addition, the National Merger Agreement and the Registration
Rights Agreement require Intermedia to file a registration statement covering
the Shares and to use its reasonable efforts to keep such registration
statement continuously effective until the Shares are sold or freely tradeable
without restrictions under the Securities Act (or, except as otherwise
provided in the National Merger Agreement and the Registration Rights
Agreement, to immediately file a new registration statement in the event such
effectiveness lapses at any time during such period). Intermedia has filed
this Registration Statement to fulfill its obligations under the National
Merger Agreement and the Registration Rights Agreement.

<PAGE>

PLAN OF DISTRIBUTION

Intermedia will not receive any proceeds from the sale of the Shares
offered hereby. The Shares may be sold from time to time in accordance with
the transfer restrictions set forth in the National Merger Agreement and the
Registration Rights Agreement to purchasers directly by the Selling
Securityholders. Alternatively, the Selling Securityholders may from time to
time in accordance with the transfer restrictions set forth in the National
Merger Agreement and the Registration Rights Agreement offer the Shares
through brokers, dealers or agents who may receive compensation in amounts to
be negotiated immediately prior to the sale in the form of discounts,
concessions or commissions from the Selling Securityholders and/or the
purchasers of the Shares for whom they may act as agent. The Selling
Securityholders and any such brokers, dealers or agents who participate in the
distribution of the Shares may be deemed to be "underwriters", and any profits
on the sale of the Shares by them and any discounts, commissions or
concessions received by any such brokers, dealers or agents might be deemed to
be underwriting discounts and commissions under the Securities Act. To the
extent the Selling Securityholders may be deemed to be underwriters, the
Selling Securityholders may be subject to certain statutory liabilities under
the Securities Act, including, but not limited to, Sections 11, 12 and 17 of
the Securities Act and Rule 10b-5 under the Exchange Act.

The Shares offered hereby may be sold by the Selling Securityholders
or by pledgees, donees, transferees or other successors in interest from time
to time in one or more transactions in accordance with the restrictions on
transfer of the Shares set forth in the National Merger Agreement and the
Registration Rights Agreement. Such sales may be made on one or more exchanges
or in the over-the-counter market or otherwise at fixed prices, at prevailing
market prices at the time of sale, at varying prices determined at the time of
sale or at negotiated prices. The Shares may be sold by one or more of the
following methods, without limitation: (a) a block trade in which the broker
or dealer so engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (d) an
exchange distribution in accordance with the rules of such exchange; (e)
face-to-face transactions between sellers and purchasers without a
broker-dealer; (f) through the writing of options; and (g) other methods. In
addition, the Shares covered by this Prospectus which qualify for sale
pursuant to Rule 144 of the Securities Act may be sold under Rule 144 of the
Securities Act rather than pursuant to this Prospectus. From time to time, the
Selling Securityholders may engage in short sales, short sales versus the box,
puts and calls and other transactions in the Shares or derivatives thereof,
and may sell and deliver the Shares in connection therewith.

To the best knowledge of Intermedia, there are currently no plans,
arrangements or understandings between any Selling Securityholders and any
broker, dealer, agent or underwriter regarding the sale of the Shares by the
Selling Securityholders. There is no assurance that any Selling Securityholder
will sell any or all of the Shares offered by it hereunder or that any such
Selling Securityholder will not transfer, devise or gift such Shares by other
means not described herein.

The Selling Securityholders and any other person participating in
such distribution will be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, including, without limitation,
Regulation M, which may limit the timing of purchases and sales of any of the
Shares by the Selling Securityholders and any other such person. All of the
foregoing may affect the marketability of the Shares and the ability of any
person or entity to engage in market-making activities with respect to the
Shares.

13
<PAGE>

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Intermedia's Certificate of Incorporation provides that Intermedia
will to the fullest extent permitted by the DGCL indemnify all persons whom it
may indemnify pursuant thereto. Intermedia's Bylaws contain a similar
provision requiring indemnification of Intermedia's directors and officers to
the fullest extent authorized by the DGCL. The DGCL permits a corporation to
indemnify its directors and officers (among others) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with any action, suit
or proceeding brought (or threatened to be brought) by third parties, if such
directors or officers 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. In a derivative action, i.e., one by or in
the right of the corporation, indemnification may be made for expenses
(including attorneys' fees) actually and reasonably incurred by directors and
officers in connection with the defense or settlement of such action if they
had acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to Intermedia unless and
only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses.
The DGCL further provides that, to the extent any director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in this paragraph, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. In addition, Intermedia's Certificate of Incorporation contains a
provision limiting the personal liability of Intermedia's directors for
monetary damages for certain breaches of their fiduciary duty. Intermedia has
indemnification insurance under which directors and officers are insured
against certain liability that may occur in their capacity as such.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Intermedia pursuant to the foregoing provisions, Intermedia has been informed
that in the opinion of the 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 registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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
registrant will, unless in the opinion of its 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.

LEGAL MATTERS

The legality of the securities offered hereby has been passed upon
for Intermedia by Kronish, Lieb, Weiner & Hellman LLP, 1114 Avenue of the
Americas, New York, New York 10036-7798. Ralph J. Sutcliffe, a partner of
Kronish, Lieb, Weiner & Hellman LLP, beneficially owns 5,745 shares of the
Common Stock and a warrant to purchase 100,000 shares of Common Stock at an
exercise price of $41.50 per share.

EXPERTS

The consolidated financial statements and schedule of Intermedia
Communications Inc. and Subsidiaries appearing in Intermedia Communication
Inc. and Subsidiaries' Annual Report (Form 10-K) for the year ended December
31, 1997, have been audited by Ernst & Young LLP, independent certified public
accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

14
<PAGE>

The consolidated financial statements of Shared Technologies
Fairchild Inc. and Subsidiaries appearing in Intermedia Communications Inc.
and Subsidiaries' Annual Report (Form 10-K) for the year ended December 31,
1997, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

The consolidated financial statements of DIGEX, Incorporated,
appearing in DIGEX, Incorporated's Annual Report (Form 10-KSB) for the year
ended December 31, 1996, have been audited by Ernst & Young, LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

The December 31, 1996 audited financial statements of Shared
Technologies Fairchild Inc. incorporated by reference in this Prospectus and
in this Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm
as experts in giving said report.

The consolidated statements of operations, stockholders' equity and
cash flows of Shared Technologies Fairchild Inc. and Subsidiaries for the year
ended December 31, 1995 incorporated by reference in this Prospectus have been
audited by Rothstein, Kass & Company, P.C., independent certified public
accountants, as indicated in their report, which includes an explanatory
paragraph relating to the changing of the method of accounting for its
investment in one of its subsidiaries, with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm
as experts in accounting and auditing.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following statement sets forth the expenses payable in connection
with this Registration Statement (estimated except for the registration fee),
all of which will be borne by Intermedia:

Securities and Exchange Commission filing fee................... $39,057
Legal fees and expenses......................................... $25,000
Accountant's fees and expenses.................................. $15,000
Miscellaneous .................................................. $10,000
-------
Total........................................................... $89,057
=======

Item 15. Indemnification of Directors and Officers.

<PAGE>

Item 16. Exhibits and Financial Data Schedules.

(a) Exhibits
<TABLE>
<CAPTION>
<S> <C> <C.
2.1 -- Agreement and Plan of Merger, dated as of June 4, 1997, among Intermedia, Daylight Acquisition
Corp. and DIGEX, Incorporated. Exhibit 99(c)(1) to Intermedia's Schedule 14D-1 filed with the
Commission on June 11, 1997 is incorporated herein by reference.

2.2 -- Agreement and Plan of Merger, dated as of November 20, 1997, by and among Intermedia,
Moonlight Acquisition Corp. and Shared Technologies Fairchild Inc. Exhibit 99(c)(1) to Intermedia's
Schedule 14D-1 and Schedule 13D filed with the Commission on November 26, 1997 is incorporated
herein by reference.

2.3 -- Acquisition Agreement, dated as of December 17, 1997, among Intermedia and the holders of interest
in the Long Distance Savers companies. Exhibit 2.3 to Amendment No. 1 to Intermedia's Form S-3
filed with the Commission on January 14, 1998 is incorporated herein by reference.

2.4 -- Agreement and Plan of Merger dated as of February 11, 1998 among Intermedia, Sumter One
Acquisition, Inc., Sumter Two Acquisition, Inc., National Telecommunications of Florida, Inc., NTC,
Inc. and the stockholders of National. Exhibit 2.4 to Intermedia's Form S-3 filed with the
Commission on February 13, 1998 is incorporated herein by reference.

5.1* -- Opinion of Kronish, Lieb, Weiner & Hellman LLP.

12.1 -- Statement of Computation of Ratios of Earnings to Fixed Charges. Exhibit 12.1 to Intermedia's
Amendment No.1 to Form S-3 filed with the Commission on April 1, 1998 is incorporated herein
by reference.

23.1 -- Consent of Kronish, Lieb, Weiner & Hellman LLP.

23.2 -- Consent of Ernst & Young LLP.

23.3 -- Consent of Ernst & Young LLP.

23.4 -- Consent of Ernst & Young LLP.

23.5 -- Consent of Arthur Andersen LLP

23.6 -- Consent of Rothstein, Kass & Company, P.C.

24.1 -- Power of Attorney is set forth on the signature page of this Registration Statement.
</TABLE>

* To be filed by Amendment to this Registration Statement.

(b) Financial Data Schedules

Financial Data Schedules are not required to be filed since all financial
statements have been previously included in filings with the Commission.

<PAGE>

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement;

(iii) To include any material information with respect
to the Plan of Distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Intermedia pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tampa, State of Florida, on this 6th
day of April, 1998.

INTERMEDIA COMMUNICATIONS INC.

By: /s/ Robert M. Manning
---------------------------------------------
Robert M. Manning,
Chief Financial Officer and Senior Vice
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below authorizes David C. Ruberg and Robert M. Manning, or either of them, as
attorney-in-fact to sign and file in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement.
<TABLE>
<CAPTION>

Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officers:

/s/ David C. Ruberg Chairman of the Board, April 6, 1998
- ------------------------------------- President and Chief
David C. Ruberg Executive Officer

Principal Financial and Accounting Officers:

/s/ Robert M. Manning Chief Financial Officer and April 6, 1998
- ------------------------------------ Senior Vice President
Robert M. Manning

/s/ Jeanne M. Walters Controller and Chief April 6, 1998
- -------------------------------------- Accounting Officer
Jeanne M. Walters

Other Directors:

/s/ John C. Baker Director April 6, 1998
- ---------------------------------------
John C. Baker

/s/ George F. Knapp Director April 6, 1998
- --------------------------------------
George F. Knapp

/s/ Philip A. Campbell Director April 6, 1998
- --------------------------------------
Philip A. Campbell
</TABLE>

<PAGE>
Exhibit Index
<TABLE>
<CAPTION>

Number Exhibit Page
- ------ ------- ----
<S> <C> <C>
2.1 -- Agreement and Plan of Merger, dated as of June 4, 1997, among Intermedia,
Daylight Acquisition Corp. and DIGEX, Incorporated. Exhibit 99(c)(1) to
Intermedia's Schedule 14D-1 filed with the Commission on June 11, 1997 is
incorporated herein by reference.

2.2 -- Agreement and Plan of Merger, dated as of November 20, 1997, by and among Intermedia,
Moonlight Acquisition Corp. and Shared Technologies Fairchild Inc. Exhibit 99(c)(1) to
Intermedia's Schedule 14D-1 and Schedule 13D filed with the Commission on November 26,
1997 is incorporated herein by reference.

2.3 -- Acquisition Agreement, dated as of December 17, 1997, among Intermedia and
the holders of interest in the Long Distance Savers companies. Exhibit 2.3 to
Intermedia's Amendment No. 1 to Form S-3 filed with the Commission on January
14, 1998 is incorporated herein by reference.

2.4 -- Agreement and Plan of Merger dated as of February 11, 1998 among Intermedia, Sumter One
Acquisition, Inc., Sumter Two Acquisition, Inc., National Telecommunications of Florida, Inc.,
NTC, Inc. and the stockholders of National. Exhibit 2.4 to Intermedia's Form S-3 filed with
the Commission on February 13, 1998 is incorporated herein by reference.

5.1* -- Opinion of Kronish, Lieb, Weiner & Hellman LLP.

23.1 -- Consent of Kronish, Lieb, Weiner & Hellman LLP.

23.2 -- Consent of Ernst & Young LLP.

23.3 -- Consent of Ernst & Young LLP.

23.4 -- Consent of Ernst & Young LLP.

23.5 -- Consent of Arthur Andersen LLP.

23.6 -- Consent of Rothstein, Kass & Company, P.C.

24.1 -- Power of Attorney is set forth on the signature page of this Registration Statement.
</TABLE>

* To be filed by Amendment to this Registration Statement.

<PAGE>

Exhibit 23.1

Consent of Legal Counsel

We consent to the use of our firm's name under the caption "Legal Matters" in
the Registration Statement on Form S-3 and related Prospectus of Intermedia
Communications Inc. for the registration of 1,732,787 shares of Common Stock.

/s/ Kronish, Lieb, Weiner & Hellman LLP
---------------------------------------

New York, New York
April 6, 1998

<PAGE>

Exhibit 23.2

Consent of Independent Certified Public Accountants

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Intermedia
Communications Inc. for the registration of 1,732,787 shares of Common Stock
and to the incorporation by reference therein of our report dated February 17,
1998, except for Note 15, as to which the date is March 10, 1998, with respect
to the consolidated financial statements and schedule of Intermedia
Communications Inc. and Subsidiaries included in its Annual Report (Form 10-
K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.

/s/ Ernst & Young LLP
-----------------------------------

Tampa, Florida
April 6, 1998

<PAGE>

Exhibit 23.3

Consent of Independent Certified Public Accountants

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Intermedia
Communications Inc. for the registration of 1,732,787 shares of Common Stock
and to the incorporation by reference therein of our report dated February 13,
1998, except for Note 20, as to which the date is March 10, 1998, with respect
to the consolidated financial statements of Shared Technologies Fairchild Inc.
and Subsidiaires included in Intermedia Communications Inc. and Subsidiaries'
Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP
------------------------------------

Vienna, Virginia
April 6, 1998

<PAGE>

Exhibit 23.4

Consent of Independent Certified Public Accountants

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Intermedia
Communications Inc. for the registration of 1,732,787 shares of Common Stock
and to the incorporation by reference therein of our report dated February 24,
1997, with respect to the consolidated financial statements of DIGEX,
Incorporated included in its Annual Report (Form 10-KSB) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
--------------------------------------

Baltimore, Maryland
April 6, 1998

<PAGE>

Exhibit 23.5

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our report dated March 7,
1997 related to the December 31, 1996 financial statements of Shared
Technologies Fairchild Inc. included in the Intermedia Communications Inc. Form
10-K for the year ended December 31, 1997 and to all references to our Firm
included in this Form S-3 Registration Statement for the registration of common
stock related to Intermedia's acquisition of National Telecommunications of
Florida, Inc.

/s/ Arthur Andersen LLP
-------------------------------------------

Washington, D.C.
April 6, 1998

<PAGE>

Exhibit 23.6

Consent of Independent Certified Public Accountants

We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Intermedia Communications Inc. for the registration of 1,732,787
shares of Common Stock of our report, which contains an explanatory paragraph
relating to the changing of the method of accounting for Shared Technologies
Fairchild Inc.'s investment in one of its subsidiaries, dated March 1, 1996,
on our audit of the consolidated statements of operations, stockholders'
equity and cash flows of Shared Technologies Fairchild Inc. and subsidiaries
for the year ended December 31, 1995. We also consent to the reference to our
firm under the caption "Experts".

/s/ Rothstein, Kass & Company, P.C.
---------------------------------------

Roseland, New Jersey
April 6, 1998