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

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1998

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Commission File No.                 0-19869
                    ------------------------------------------------------------


                  CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                      13-3517074
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


110 East 59th Street, New York, New York                   10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

                                 (212) 906-8481
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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

                              Yes   X    No
                                  -----     -----
     
The number of shares  outstanding  of the  issuer's  common stock as of June 30,
1998 was 1,000.


<PAGE>


                  Cellular Communications of Puerto Rico, Inc.

                                      Index



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

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets
         June 30, 1998 and December 31, 1997 .............................    2

         Condensed Consolidated Statements of Operations
         Three and six months ended June 30, 1998 and 1997 ...............    3

         Condensed Consolidated Statement of Shareholder's Equity
         Six months ended June 30, 1998 ..................................    4

         Condensed Consolidated Statements of Cash Flows
         Six months ended June 30, 1998 and 1997 .........................    5

         Notes to Condensed Consolidated Financial Statements ............    6

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition ..............................   10

PART II. OTHER INFORMATION
--------------------------
 
Item 6.  Exhibits and Reports on Form 8-K ................................   16

SIGNATURES ...............................................................   17
----------


<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                  Cellular Communications of Puerto Rico, Inc.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                          JUNE 30,          DECEMBER 31,
                                                                            1998                1997
                                                                      ---------------------------------
                                                                        (Unaudited)          (See Note)
<S>                                                                   <C>                 <C> 
ASSETS                                                                
Current assets:
   Cash and cash equivalents                                          $  18,701,000       $   9,445,000
   Marketable securities                                                          -             235,000
   Accounts receivable--trade, less allowance for doubtful
     accounts of $1,814,000 (1998) and $2,106,000 (1997)                 17,701,000          19,043,000
   Due from CoreComm Incorporated                                         3,797,000             935,000
   Equipment inventory                                                    4,266,000           2,882,000
   Prepaid expenses and other current assets                              9,001,000           5,923,000
                                                                      ---------------------------------
Total current assets                                                     53,466,000          38,463,000

Property, plant and equipment, net                                      127,359,000         128,451,000
Unamortized license acquisition costs                                   172,158,000         157,467,000
Deferred financing costs, less accumulated amortization
   of $926,000 (1998) and $584,000 (1997)                                 5,864,000           6,206,000
Other assets, less accumulated amortization of
   $639,000 (1998) and $1,088,000 (1997)                                  1,610,000           1,537,000
                                                                      ---------------------------------
                                                                      $ 360,457,000       $ 332,124,000
                                                                      =================================

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                                   $   8,437,000       $   6,815,000
   Accrued expenses                                                      10,167,000          11,012,000
   Due to NTL Incorporated                                                   11,000              71,000
   Due to CoreComm Incorporated                                          30,937,000          17,056,000
   Interest payable                                                       8,687,000           8,333,000
   Deferred revenue                                                       4,907,000           3,952,000
                                                                      ---------------------------------
Total current liabilities                                                63,146,000          47,239,000

Long-term debt                                                          208,900,000         200,000,000
Obligation under capital lease                                            9,310,000           9,456,000
Commitments and contingent liabilities

Shareholder's equity:
   Common stock--$.01 par value; authorized, issued and
     outstanding 1,000 shares                                                     -                   -
   Additional paid-in capital                                           137,570,000         137,570,000
   (Deficit)                                                            (58,469,000)        (62,141,000)
                                                                      ---------------------------------
                                                                         79,101,000          75,429,000
                                                                      ---------------------------------
                                                                      $ 360,457,000       $ 332,124,000
                                                                      =================================
</TABLE>

Note:  The balance  sheet at December 31, 1997 has been derived from the audited
financial statements at that date.

See accompanying notes.


                                       2

<PAGE>


                  Cellular Communications of Puerto Rico, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                                     JUNE 30                                 JUNE 30
                                                       --------------------------------        --------------------------------
                                                            1998                1997                 1998               1997
                                                       --------------------------------        --------------------------------
<S>                                                    <C>                 <C>                 <C>                 <C> 
REVENUES:                                            
Service revenue                                        $ 37,108,000        $ 34,694,000        $  71,567,000       $ 68,046,000
Equipment revenue                                         5,499,000           3,744,000           10,453,000          7,663,000
                                                       --------------------------------        --------------------------------
                                                         42,607,000          38,438,000           82,020,000         75,709,000
                                                     
COSTS AND EXPENSES:                                  
Cost of equipment sold                                    4,879,000           4,294,000            9,454,000          9,073,000
Operating expenses                                        4,251,000           4,338,000            8,366,000          8,228,000
Selling, general and administrative expenses             16,809,000          18,082,000           32,942,000         35,981,000
Depreciation of rental equipment                            275,000             198,000              516,000            375,000
Depreciation expense                                      6,326,000           4,186,000           12,272,000          7,992,000
Amortization expense                                      1,650,000           1,654,000            3,340,000          3,211,000
                                                       --------------------------------        --------------------------------
                                                         34,190,000          32,752,000           66,890,000         64,860,000
                                                       --------------------------------        --------------------------------
Operating  income                                         8,417,000           5,686,000           15,130,000         10,849,000
                                                     
OTHER INCOME (EXPENSE):                              
Interest income and other, net                               31,000             (79,000)              63,000            (14,000)
Interest expense                                         (5,395,000)         (5,077,000)         (10,760,000)        (9,061,000)
                                                       --------------------------------        --------------------------------
Income before income taxes and extraordinary item         3,053,000             530,000            4,433,000          1,774,000
Income tax (provision) benefit                             (370,000)             24,000             (761,000)        (1,152,000)
                                                       --------------------------------        --------------------------------
Income before extraordinary item                          2,683,000             554,000            3,672,000            622,000
Loss from early extinguishment of debt, net of       
   income tax benefit of $741,000                                 -             425,000                    -         (3,326,000)
                                                       --------------------------------        --------------------------------
Net income (loss)                                      $  2,683,000        $    979,000        $   3,672,000       $ (2,704,000)
                                                       ================================        ================================
                                                   
</TABLE>


See accompanying notes.


                                       3

<PAGE>


                  Cellular Communications of Puerto Rico, Inc.
            Condensed Consolidated Statement of Shareholder's Equity
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                             
                                                   COMMON STOCK             ADDITIONAL
                                            -------------------------        PAID-IN
                                              SHARES         AMOUNT          CAPITAL              (DEFICIT)
                                            ----------------------------------------------------------------
<S>                                         <C>            <C>             <C>                 <C> 
Balance, December 31, 1997                     1,000       $   -           $ 137,570,000       $ (62,141,000)

Net income for the six months
  ended June  30, 1998                                                                             3,672,000
                                            ----------------------------------------------------------------
Balance, June  30, 1998                        1,000       $   -           $ 137,570,000       $ (58,469,000)
                                            ================================================================

</TABLE>


See accompanying  notes.




                                       4

<PAGE>


                  Cellular Communications of Puerto Rico, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                              SIX MONTHS ENDED
                                                                                   JUNE 30
                                                                     ----------------------------------
                                                                           1998               1997
                                                                     ----------------------------------
<S>                                                                  <C>                 <C> 
                                                                 
Net cash provided by operating activities                            $  19,515,000       $   13,224,000
                                                                 
INVESTING ACTIVITIES                                             
Cost of cellular license interest                                       (8,686,000)            (146,000)
Purchase of property, plant and equipment                              (13,075,000)         (16,747,000)
Proceeds from maturities of marketable securities                          235,000            5,707,000
                                                                     ----------------------------------
Net cash (used in) investing activities                                (21,526,000)         (11,186,000)
                                                                     ----------------------------------
                                                                 
FINANCING ACTIVITIES                                             
Principal payments of capital lease obligation                            (133,000)             (68,000)
Due to CoreComm Incorporated                                            11,400,000                    -
Repayment of bank loan                                                           -         (115,000,000)
Proceeds from issuance of Notes,  net of financing costs                         -          193,695,000
Distribution to CoreComm Incorporated                                            -          (80,000,000)
Purchase of treasury stock                                                       -             (688,000)
Proceeds from exercise of stock options                                          -              287,000
                                                                     ----------------------------------
Net cash provided by (used in) financing activities                     11,267,000           (1,774,000)
                                                                     ----------------------------------
                                                                 
Increase in cash and cash equivalents                                    9,256,000              264,000
Cash and cash equivalents at beginning of period                         9,445,000            2,307,000
                                                                     ----------------------------------
Cash and cash equivalents at end of period                           $  18,701,000       $    2,571,000
                                                                     ==================================
                                                                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid during the period for interest exclusive               
   of amounts capitalized                                            $  10,406,000       $    2,406,000
Income taxes paid                                                          263,000            2,897,000
                                                                 
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:           
Liabilities incurred to acquire property, plant and equipment        $   1,643,000       $    6,263,000
Long-term debt issued to acquire cellular license interest               8,900,000                    -
Capital lease obligation incurred to acquire office building                     -            9,922,000
                                                             
</TABLE>

See accompanying notes.


                                       5

<PAGE>


                  Cellular Communications of Puerto Rico, Inc.
        Notes to Condensed Consolidated Financial Statements (Unaudited)


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three and six months  ended June 30,
1998 are not necessarily  indicative of the results that may be expected for the
year ending December 31, 1998. For further  information,  refer to the financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1997.

NOTE B - UNAMORTIZED LICENSE ACQUISITION COSTS

Unamortized license acquisition costs consist of:

                                                     JUNE 30,       DECEMBER 31,
                                                       1998             1997
                                                  ------------------------------
                                                    (Unaudited)

  Deferred cellular license costs                 $   5,935,000    $   5,935,000
  Excess of purchase price paid over the fair
     market value of tangible assets acquired       207,052,000      189,466,000
                                                  ------------------------------
                                                    212,987,000      195,401,000
  Accumulated amortization                           40,829,000       37,934,000
                                                  ------------------------------
                                                  $ 172,158,000    $ 157,467,000
                                                  ==============================

In  January  1998,  the  San  Juan  Cellular  Telephone  Company  ("SJCTC"),   a
wholly-owned  subsidiary  of the Company,  purchased  the FCC license to own and
operate the non-wireline cellular system in Puerto Rico RSA-4 (Aibonito) and all
of the assets of the system in exchange for  $8,400,000 in cash and a promissory
note in the amount of $8,900,000.  Costs of $286,000 were incurred in connection
with this acquisition.


                                       6


<PAGE>


                  Cellular Communications of Puerto Rico, Inc.
  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


NOTE C - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of:

                                                  JUNE 30,          DECEMBER 31,
                                                    1998                1997
                                               ---------------------------------
                                                 (Unaudited)

  Land                                         $   1,951,000       $   1,951,000
  Office building                                  9,922,000           9,922,000
  Operating equipment                            136,252,000         127,534,000
  Office furniture and other equipment            30,235,000          24,546,000
  Rental equipment                                 2,596,000           1,745,000
  Construction in progress                         8,765,000          12,533,000
                                               ---------------------------------
                                                 189,721,000         178,231,000
  Accumulated depreciation                        62,362,000          49,780,000
                                               ---------------------------------
                                               $ 127,359,000       $ 128,451,000
                                               =================================

NOTE D - ACCRUED EXPENSES

Accrued expenses consists of:
                                                     JUNE 30,       DECEMBER 31,
                                                       1998             1997
                                                  ------------------------------
                                                   (Unaudited)

  Accrued compensation                            $  1,286,000      $    765,000
  Accrued equipment purchases                          246,000         1,427,000
  Accrued franchise, property and income taxes       3,532,000         2,836,000
  Commissions payable                                1,017,000         1,143,000
  Subscriber deposits                                1,411,000         1,544,000
  Other                                              2,675,000         3,297,000
                                                  ------------------------------
                                                  $ 10,167,000      $ 11,012,000
                                                  ==============================


                                       7
<PAGE>


                  Cellular Communications of Puerto Rico, Inc.
  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


NOTE E - LONG-TERM DEBT

Long-term debt consists of:

                                              JUNE 30,           DECEMBER 31,
                                                1998                 1997
                                           ----------------------------------
                                            (Unaudited)

  Senior Subordinated Notes                $ 200,000,000        $ 200,000,000
  Subsidiary Note Payable                      8,900,000                    -
                                           ----------------------------------
                                           $ 208,900,000        $ 200,000,000
                                           ==================================

In  connection  with the  acquisition  of  Puerto  Rico  RSA-4,  SJCTC  issued a
promissory  note in January 1998. The promissory  note was repaid in August 1998
using proceeds from the new bank loan. Interest on the note was payable at 7.95%
per annum beginning in July 1998.

NOTE F - COMMITMENTS AND CONTINGENT LIABILITIES

As of June 30,  1998,  the  Company  was  committed  to  purchase  approximately
$2,600,000  for  cellular  network  and  other  equipment  and for  construction
services.  In addition,  as of June 30,  1998,  the Company had  commitments  to
purchase cellular telephones, pagers and accessories of approximately $700,000.

In 1992, the Company  entered into an agreement  which in effect  provides for a
twenty year  license to use its service  mark which is also  licensed to many of
the non-wireline  cellular systems in the United States. The Company is required
to pay licensing and advertising  fees, and to maintain  certain service quality
standards.  The total fees paid for 1998 were $289,000, which were determined by
the size of the Company's markets.

NOTE G - NEW BANK LOAN AND DISTRIBUTION TO CORECOMM INCORPORATED

In August 1998, a wholly-owned  subsidiary of the Company,  CCPR Services,  Inc.
("Services"),  entered into a $170,000,000  credit agreement with various banks.
Services has borrowed $155,000,000 which, along with cash on hand of $7,000,000,
was used to repay amounts due to the Company of $30,000,000, to purchase a 23.5%
interest  in  SJCTC  from the  Company  for  cash of  $120,000,000,  to pay fees
incurred in connection with the new bank loan of approximately $3,000,000 and to
make a term  loan to SJCTC of  $8,900,000  in order  for SJCTC to repay its note
payable to a third party,  which repayment was a condition of the bank loan. The
Company  used  $30,000,000  to repay  most of its  loan  payable  to its  parent
company,  CoreComm  Incorporated  ("CoreComm"),  and  the  Company  made  a cash
distribution of $120,000,000 to CoreComm. CoreComm is planning to make a capital
contribution to its wholly-owned  subsidiary,  CoreComm Limited, of $150,000,000
in  cash  or  in-kind  and  spinning  out  100%  of  CoreComm  Limited  and  its
subsidiaries to CoreComm's shareholders.


                                       8

<PAGE>


                  Cellular Communications of Puerto Rico, Inc.
  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
 

NOTE G - NEW BANK LOAN AND DISTRIBUTION TO CORECOMM INCORPORATED (CONTINUED)

Services has $15,000,000 available under the bank loan until September 2001. The
terms  include the payment of interest at least  quarterly  at a floating  rate,
which is, at Services'  option,  either (a) the greater of the bank's prime rate
or the Federal  Funds Rate plus 0.5% or (b) LIBOR,  plus,  based on the ratio of
the  Company and its  subsidiaries  debt to cash flow and the  floating  rate in
effect,  either 0% to 1.25% or 1.25% to 2.5%.  The  effective  rate on Services'
borrowings  as of August  12,  1998 was 8%.  The terms  also  include  an unused
commitment fee of 0.5% per annum which is payable quarterly.  Principal payments
commence on September 30, 2001 based on two amortization schedules. One schedule
is for the first $95,000,000  borrowed which includes  quarterly  payments until
June 2006. The other schedule is for the remainder of the amount  borrowed which
includes quarterly payments until June 2005.

In connection with the bank loan, the Company has pledged to the banks the stock
of its subsidiaries and the Company and its subsidiaries  have given the banks a
security  interest  in their  assets.  The  Company  and its  subsidiaries  have
guaranteed  the  payment in full when due of the  principal,  interest  and fees
owing under the bank loan.  The bank loan also  includes,  among  other  things,
restrictions on the Company and its  subsidiaries  (i) dividend  payments,  (ii)
acquisitions,  (iii)  investments,  (iv) sales and  dispositions of assets,  (v)
additional  indebtedness and (vi) liens. The bank loan requires that the Company
and its subsidiaries maintain certain ratios of indebtedness to cash flow, fixed
charges to cash flow and debt service to cash flow.

Services incurred costs of approximately  $3,000,000 in connection with the bank
loan which will be included in deferred financing costs.



                                       9

<PAGE>


                  Cellular Communications of Puerto Rico, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION.

                              RESULTS OF OPERATIONS

Three Months Ended June 30, 1998 and 1997
-----------------------------------------

Service revenue increased to $37,108,000 from $34,694,000. Lower average revenue
and  minutes of use of new prepaid  subscribers  and the  selection  by existing
subscribers  of alternate  rate plans  resulted in average  monthly  revenue per
cellular subscriber for the second quarter decreasing to $55 in 1998 from $68 in
1997. Ending  subscribers were 234,400 and 175,500 as of June 30, 1998 and 1997,
respectively.  Ending  pagers in use were  53,400 and 39,400 as of June 30, 1998
and 1997, respectively.

The income  (loss) from  equipment,  before  depreciation  of rental  equipment,
increased to income of $620,000  from a loss of $550,000  primarily  because the
Company is not  selling  telephones  below  their  cost to prepaid  subscribers.
Reductions in the cost of cellular telephones also contributed to this change.

Operating  expenses  decreased to $4,251,000 from $4,338,000  primarily due to a
reduction in interconnection charges, offset by additional costs associated with
the expanded network  (including  paging  operations).  Operating  expenses as a
percentage of service revenue decreased to 11.4% in 1998 from 12.5% in 1997.

Selling,  general and  administrative  expenses  decreased to  $16,809,000  from
$18,082,000  as a result of all of the  following:  a decrease  in  selling  and
marketing costs, bad debt expense and subscriber billing expense.  The decreases
in selling and marketing costs, bad debt expense and subscriber  billing expense
were 70%, 22% and 8%, respectively of the $1,273,000  decrease.  These decreases
were  partially  offset by an increase  in property  taxes due to an increase in
taxable property which was (28)% of the decrease.

Depreciation of rental  equipment  increased to $275,000 from $198,000 due to an
increase in the number of rental telephones and pagers.

Depreciation  expense increased to $6,326,000 from $4,186,000  primarily because
of an increase in property, plant and equipment.

Amortization  expense  decreased to $1,650,000  from  $1,654,000  due to certain
deferred costs becoming fully amortized.

Interest income and other,  net,  increased to income of $31,000 from expense of
$79,000 primarily due to losses on the disposals of various assets in 1997.

Interest  expense  increased to  $5,395,000  from  $5,077,000 as a result of the
office  building  capital  lease  obligation  beginning  in  April  1997 and the
issuance of the  subsidiary  note payable in January  1998.  


                                       10
<PAGE>


                  Cellular Communications of Puerto Rico, Inc.


The provision  for income taxes  increased to $370,000 from a benefit of $24,000
primarily  as a result of an  increase  in Puerto  Rico or U.S.  Virgin  Islands
taxable income of certain of the Company's consolidated subsidiaries.

The Company  recorded  an increase in the income tax benefit  from the loss from
the early extinguishment of debt of $425,000 in 1997 due to an adjustment to the
estimated tax benefit from the loss.

Six Months Ended June 30, 1998 and 1997
---------------------------------------

Service revenue increased to $71,567,000 from $68,046,000. Lower average revenue
and  minutes of use of new prepaid  subscribers  and the  selection  by existing
subscribers  of alternate  rate plans  resulted in average  monthly  revenue per
cellular  subscriber  for the six months ended June 30 decreasing to $55 in 1998
from $68 in 1997.  Ending  subscribers  were  234,400 and 175,500 as of June 30,
1998 and 1997,  respectively.  Ending pagers in use were 53,400 and 39,400 as of
June 30, 1998 and 1997, respectively.

The income  (loss) from  equipment,  before  depreciation  of rental  equipment,
increased to income of $999,000 from a loss of $1,410,000  primarily because the
Company is not  selling  telephones  below  their  cost to prepaid  subscribers.
Reductions in the cost of cellular telephones also contributed to this change.

Operating  expenses  increased to $8,366,000  from  $8,228,000  primarily due to
increased usage of the network and additional costs associated with the expanded
network  (including paging  operations).  Operating  expenses as a percentage of
service revenue decreased to 11.7% in 1998 from 12.1% in 1997.

Selling,  general and  administrative  expenses  decreased to  $32,942,000  from
$35,981,000  as a result of all of the  following:  a decrease  in  selling  and
marketing costs, bad debt expense and subscriber billing expense.  The decreases
in selling and marketing costs, bad debt expense and subscriber  billing expense
were 38%, 38% and 11%, respectively of the $3,039,000 decrease.  These decreases
were  partially  offset by an increase  in property  taxes due to an increase in
taxable property which was (23)% of the decrease.

Depreciation of rental  equipment  increased to $516,000 from $375,000 due to an
increase in the number of rental telephones and pagers.

Depreciation  expense increased to $12,272,000 from $7,992,000 primarily because
of an increase in property, plant and equipment.

Amortization expense increased to $3,340,000 from $3,211,000 primarily due to an
increase in license acquisition costs.

Interest income and other,  net,  increased to income of $63,000 from expense of
$14,000 primarily due to losses on the disposals of various assets in 1997.


                                       11
<PAGE>


                  Cellular Communications of Puerto Rico, Inc.


Interest  expense  increased to $10,760,000  from  $9,061,000 as a result of the
issuance  of the Senior  Subordinated  Notes on  January  28,  1997,  the office
building  capital lease  obligation  beginning in April 1997 and the issuance of
the subsidiary note payable in January 1998.

The provision for income taxes decreased to $761,000 from  $1,152,000  primarily
as a result of a decrease in Puerto Rico or U.S.  Virgin Islands  taxable income
of certain of the Company's consolidated subsidiaries.

In connection  with the  termination of the bank loan,  the Company  recorded an
extraordinary  loss of $4,067,000 in 1997 ($3,326,000 net of income tax benefit)
from the write-off of unamortized deferred financing costs.

                         LIQUIDITY AND CAPITAL RESOURCES

The Company  requires  capital to expand its cellular and paging network and for
debt service. The Company is currently adding cell sites and increasing capacity
throughout its Puerto Rico and U.S. Virgin Islands markets.  The Company expects
to use  approximately  $16,700,000  in the  remainder  of 1998 for  contemplated
additions to the cellular  network,  the paging  network and for other  non-cell
site related capital expenditures. The Company's commitments at June 30, 1998 of
$2,600,000  for  cellular  network  and  other  equipment  and for  construction
services are included in the total anticipated expenditures.

In August 1998, a wholly-owned  subsidiary of the Company,  CCPR Services,  Inc.
("Services"),  entered into a $170,000,000  credit agreement with various banks.
Services has borrowed $155,000,000 which, along with cash on hand of $7,000,000,
was used to repay amounts due to the Company of $30,000,000, to purchase a 23.5%
interest in the San Juan Cellular  Telephone  Company ("SJCTC") from the Company
for cash of  $120,000,000,  to pay fees incurred in connection with the new bank
loan of approximately  $3,000,000 and to make a term loan to SJCTC of $8,900,000
in order for SJCTC to repay its note payable to a third party,  which  repayment
was a condition of the bank loan. The Company used  $30,000,000 to repay most of
its loan payable to its parent company, CoreComm Incorporated ("CoreComm"),  and
the Company made a cash  distribution of  $120,000,000 to CoreComm.  CoreComm is
planning to make a capital contribution to its wholly-owned subsidiary, CoreComm
Limited, of $150,000,000 in cash or in-kind and spinning out of 100% of CoreComm
Limited and its subsidiaries to CoreComm's shareholders.

Services has $15,000,000 available under the bank loan until September 2001. The
terms  include the payment of interest at least  quarterly  at a floating  rate,
which is, at Services'  option,  either (a) the greater of the bank's prime rate
or the Federal  Funds Rate plus 0.5% or (b) LIBOR,  plus,  based on the ratio of
the Company and its  subsidiaries'  debt to cash flow and the  floating  rate in
effect,  either 0% to 1.25% or 1.25% to 2.5%.  The  effective  rate on Services'
borrowings  as of August  12,  1998 was 8%.  The terms  also  include  an unused
commitment fee of 0.5% per annum which is payable quarterly.  Principal payments
commence on September 30, 2001 based on two amortization schedules. One schedule
is for the first $95,000,000  borrowed which includes  quarterly  payments until
June 2006. The other schedule is for the remainder of the amount  borrowed which
includes  quarterly  payments until June 2005. 


                                       12
<PAGE>


                  Cellular Communications of Puerto Rico, Inc.


In connection with the bank loan, the Company has pledged to the banks the stock
of its subsidiaries and the Company and its subsidiaries  have given the banks a
security  interest  in their  assets.  The  Company  and its  subsidiaries  have
guaranteed  the  payment in full when due of the  principal,  interest  and fees
owing under the bank loan.  The bank loan also  includes,  among  other  things,
restrictions on the Company and its  subsidiaries  (i) dividend  payments,  (ii)
acquisitions,  (iii)  investments,  (iv) sales and  dispositions of assets,  (v)
additional  indebtedness and (vi) liens. The bank loan requires that the Company
and its subsidiaries maintain certain ratios of indebtedness to cash flow, fixed
charges to cash flow and debt service to cash flow.

In  January  1997,  Services  issued  $200,000,000  principal  amount 10% Senior
Subordinated  Notes due 2007 (the "Notes") and received proceeds of $193,233,000
after   discounts,   commissions   and  other  related  costs.   The  Notes  are
unconditionally  guaranteed by the Company.  Approximately  $116,000,000  of the
proceeds were used to repay the $115,000,000  principal outstanding plus accrued
interest  and fees under the bank loan.  In  addition,  the Company  distributed
$80,000,000 to CoreComm in 1997.

The  Notes  are due on  February  1,  2007.  Interest  on the  Notes is  payable
semiannually on February 1 and August 1. The Notes are  redeemable,  in whole or
in part, at the option of Services at any time on or after  February 1, 2002, at
a redemption price of 105% that declines  annually to 100% in 2005, in each case
together with accrued and unpaid interest to the redemption  date. The Indenture
contains  certain  convenants with respect to Services,  the Company and certain
subsidiaries  that  limit  their  ability  to,  among  other  things:  (i) incur
additional  indebtedness,  (ii) pay  dividends  or make other  distributions  or
restricted  payments,  (iii)  create  liens,  (iv) sell  assets,  (v) enter into
mergers or consolidations or (vi) sell or issue stock of subsidiaries.

The Company is highly  leveraged as a result of the new bank loan and the use of
the proceeds to  distribute  cash to  CoreComm.  Such  leverage  could limit the
Company's  ability to obtain additional  financing for working capital,  capital
expenditures,   acquisitions  or  general  corporate  purposes,   increases  its
vulnerability to adverse changes in general economic  conditions or increases in
interest  rates,  and  requires  that a  substantial  portion  of cash flow from
operations be dedicated to debt service  requirements.  The leveraged  nature of
the Company and the Company's continued  compliance with the restrictions in its
debt agreements  could limit its ability to respond to market  conditions,  meet
extraordinary  capital  needs or  restrict  other  business  activities  such as
acquisitions.  In addition, the Company is a holding company with no significant
assets  other than its  investments  in and  advances to its  subsidiaries.  The
Company is therefore  dependent upon receipt of funds from its  subsidiaries  to
meet its own obligations,  however the debt agreements  effectively  prevent the
payment of dividends,  loans or other distributions to the Company.  The Company
expects  to be able to meet  its  consolidated  capital  requirements  at  least
through the next twelve months with cash and cash equivalents on hand, cash from
operations and borrowings under the new bank loan.

Cash provided by operating  activities was  $19,515,000  and $13,224,000 for the
six months ended June 30, 1998 and 1997, respectively. The increase is primarily
a result of an increase in operating  income and changes in operating assets and
liabilities.  Purchases of property,  plant and equipment of $13,075,000 in 1998
were primarily for additional cell sites and increased capacity


                                       13
<PAGE>


                  Cellular Communications of Puerto Rico, Inc.


in the Company's cellular and paging networks.  In January 1998, SJCTC purchased
the FCC license to own and operate the  non-wireline  cellular  system in Puerto
Rico  RSA-4  (Aibonito)  and all of the  assets of the  system in  exchange  for
$8,400,000 in cash and a promissory note in the amount of $8,900,000.  Including
costs incurred in connection with the  acquisition of $286,000,  total cash paid
was $8,686,000.

Write-offs of accounts receivable,  net of recoveries as a percentage of service
revenue was 4.1% for the six months ended June 30, 1998 compared to 6.7% for the
year ended December 31, 1997. This percentage  decreased because the Company and
its  subsidiaries  have  increased  prepaid   subscribers  and  improved  credit
procedures.


YEAR 2000

Many computer systems  experience  problems handling dates beyond the year 1999.
Therefore, some computer hardware and software will need to be modified prior to
the year 2000 in order to remain  functional.  The Company is assessing both the
internal  readiness of its computer  systems and the  compliance of the computer
systems of certain significant customers and vendors for handling the year 2000.
The Company  expects to  implement  successfully  the  systems  and  programming
changes  necessary to address  year 2000  issues,  and does not believe that the
cost of such actions will have a material  adverse effect on the Company.  There
can be no  assurance,  however,  that there will not be a delay in, or increased
costs associated  with, the  implementation  of such changes,  and the Company's
inability to implement such changes could have an adverse effect on the Company.
In addition,  the failure of certain of the Company's  significant customers and
vendors to address the year 2000 issue could have a material  adverse  effect on
the Company.



                                       14
<PAGE>


                  Cellular Communications of Puerto Rico, Inc.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements contained herein constitute  "forward-looking  statements" as
that term is defined under the Private Securities Litigation Reform Act of 1995.
When used  herein,  the  words,  "believe",  "anticipate",  "should",  "intend",
"plan", "will", "expects", "estimates",  "projects",  "positioned",  "strategy",
and  similar  expressions   identify  such  forward-looking   statements.   Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the  Company,  or  industry  results,  to be  materially  different  from  those
contemplated, projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include the following:
general  economic and  business  conditions  in Puerto Rico and the U.S.  Virgin
Islands,  industry trends, the Company's ability to continue to design and build
its network,  install  facilities,  obtain and maintain any required  government
licenses or approvals and finance construction and development,  all in a timely
manner, at reasonable costs and on satisfactory terms and conditions, as well as
assumptions about customer  acceptance,  churn rates, overall market penetration
and  competition  from  providers  of  alternative  services,  the impact of new
business   opportunities   requiring   significant  up-front   investment,   and
availability, terms and deployment of capital.



                                       15
<PAGE>


                  Cellular Communications of Puerto Rico, Inc.


PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          27. Financial Data Schedule

     (b)  Reports on Form 8-K.

          No reports on Form 8-K were filed by the  Company  during the  quarter
          ended June 30, 1998.




                                       16
<PAGE>


                                   SIGNATURES
                                   ----------


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

                                            CELLULAR COMMUNICATIONS OF
                                            PUERTO RICO, INC.



Date:  August 12, 1998                      By: /s/ J. Barclay Knapp
                                               ------------------------------
                                               J. Barclay Knapp
                                               President



Date:  August 12, 1998                      By: /s/ Gregg Gorelick
                                               ------------------------------
                                               Gregg Gorelick
                                               Vice President-Controller
                                               (Principal Accounting Officer)







                                       17