8-K

 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                           ________________________

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                          __________________________


Date of Report (Date of
earliest event reported): August 21, 1998
                          --------------


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


               Delaware                                  59-2913586
       -------------------------                    -------------------
       (State or other jurisdic-                    (I.R.S. Employer
        tion of incorporation or                    Identification No.)
        organization)


                                    0-20135
                           ------------------------
                           (Commission File Number)


       3625 Queen Palm Drive, Tampa, Florida                  33619-1309
       -----------------------------------------------------------------
       (Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code (813) 829-0011
                                                          --------------

 
ITEM 5.  OTHER MATERIALLY IMPORTANT EVENTS.
- -------------------------------------------

          On August 21, 1998, the Registrant issued the press release attached
hereto as Exhibit 99.1.

ITEM 7.  EXHIBITS
- -----------------

          Press Release, dated August 21, 1998.

                                       2

 
                                 SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date: August 21, 1998

                                        INTERMEDIA COMMUNICATIONS INC.
                                        ------------------------------
                                                  (Registrant)



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

                                       3

 
                                 EXHIBIT INDEX
                                 -------------


  Exhibit
    No.      Description
  -------    -----------

   99.1      Press Release, dated August 21, 1998.

   

EX-99.1

 
                                                                    EXHIBIT 99.1

                                                         N E W S   R E L E A S E

            [LETTERHEAD OF INTERMEDIA COMMUNICATIONS APPEARS HERE]


                                        CONTACT:  Curtis Lightburn
                                                  Intermedia Communications
                                                  813-829-2408
                                                  


          INTERMEDIA COMMUNICATIONS COMPLETES PRIVATE OFFERING

Tampa, FL (August 21, 1998) -- Intermedia Communications Inc. (Nasdaq:ICIX)
today announced the completion of its private offering of 8,000,000 Depositary
Shares with a $200 million liquidation preference, pursuant to Rule 144A
promulgated under the Securities Act of 1933, as amended.

Each of the 8,000,000 Depositary Shares represents a one-hundredth interest in a
share of 7% Series F Junior Convertible Preferred Stock, liquidation preference 
$2,500 per share (equivalent to $25.00 per Depositary Share), of Intermedia 
Communications Inc. Dividends on the Series F Preferred Stock will accrue at a 
rate per annum equal to 7% of the liquidation preference per share of Series F 
Preferred Stock and will be payable in cash or, at the option of the Company, in
shares of Common Stock or a combination thereof. The Depositary Shares will be 
convertible, subject to prior redemption, at any time after November 16, 1998, 
at the option of the holder thereof into the Company's Common Stock at a 
conversion price of $42.075, subject to certain adjustments.

The net proceeds from the offering of the Depositary Shares will be used to 
finance the continued expansion of the Company's telecommunications networks and
for general corporate purposes. The Depositary Shares sold in the offering will
not be and have not been registered under the Securities Act or any state
securities or blue sky laws, and may not be offered or sold in the United States
or in any state thereof absent registration or an applicable exemption from the
registration requirements of such laws.

Intermedia Communications is one of the nation's fastest growing 
telecommunications companies, providing integrated telecommunications solutions 
to business and government customers.  These solutions include voice and data, 
local and long distance, and advanced network access services in major U.S. 
markets.  Intermedia's enhanced data portfolio, including frame relay 
networking, ATM, and a full range of business Internet connectivity and web 
hosting services, offers seamless end-to-end service virtually anywhere in the 
world.

Intermedia is headquartered in Tampa with sales offices in over 100 cities.  
Intermedia can be found on the World Wide Web at http://www.intermedia.com.


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