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 March 31, 1998

                                       OR

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


Commission File No.                333-26055-01
                    ------------------------------------------------------------

                  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 March 31,
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 -
          March 31, 1998 and December 31, 1997 ............................    2

          Condensed Consolidated Statements of Operations -
          Three months ended March 31, 1998 and 1997 ......................    3

          Condensed Consolidated Statement of Shareholder's
          Equity - Three months ended March 31, 1998 ......................    4

          Condensed Consolidated Statements of Cash Flows -
          Three months ended March 31, 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 ..............................    9

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

Item 6.   Exhibits and Reports on Form 8-K ................................   13

SIGNATURES ................................................................   14
----------



<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                                                         MARCH 31,      DECEMBER 31,
                                                                           1998             1997
                                                                     ------------------------------
                                                                       (Unaudited)       (See Note)
<S>                                                                  <C>              <C>    
ASSETS
Current assets:
   Cash and cash equivalents                                         $  10,230,000    $   9,445,000
   Marketable securities                                                         -          235,000
   Accounts receivable - trade, less allowance for doubtful
     accounts of $1,701,000 (1998) and $2,106,000 (1997)                19,032,000       19,043,000
   Due from CoreComm Incorporated                                        1,223,000          935,000
   Equipment inventory                                                   6,501,000        2,882,000
   Prepaid expenses and other current assets                             4,592,000        5,923,000
                                                                     ------------------------------
Total current assets                                                    41,578,000       38,463,000

Property, plant and equipment, net                                     128,856,000      128,451,000
Unamortized license acquisition costs                                  173,567,000      157,467,000
Deferred financing costs, less accumulated amortization
   of $755,000 (1998) and $584,000 (1997)                                6,035,000        6,206,000
Other assets, less accumulated amortization of
   $1,263,000 (1998) and $1,088,000 (1997)                               1,663,000        1,537,000
                                                                     ------------------------------
                                                                     $ 351,699,000    $ 332,124,000
                                                                     ==============================
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                                  $   9,185,000    $   6,815,000
   Accrued expenses                                                      9,862,000       11,012,000
   Due to NTL Incorporated                                                 116,000           71,000
   Due to CoreComm Incorporated                                         28,456,000       17,056,000
   Interest payable                                                      3,510,000        8,333,000
   Deferred revenue                                                      5,868,000        3,952,000
                                                                     ------------------------------
Total current liabilities                                               56,997,000       47,239,000

Long-term debt                                                         208,900,000      200,000,000
Obligation under capital lease                                           9,384,000        9,456,000
Commitments and contingent liabilities

Shareholder's equity:
   Common stock - $.01 par value; authorized 1,000 shares;
      issued 1,000 shares                                                        -                -
   Additional paid-in capital                                          137,570,000      137,570,000
   (Deficit)                                                           (61,152,000)     (62,141,000)
                                                                     ------------------------------
                                                                        76,418,000       75,429,000
                                                                     ------------------------------    
                                                                     $ 351,699,000    $ 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)


                                                         THREE MONTHS ENDED
                                                              MARCH 31
                                                  -----------------------------
                                                        1998            1997
                                                  -----------------------------
 REVENUES:
 Service revenue                                  $ 34,459,000     $ 33,352,000
 Equipment revenue                                   4,954,000        3,919,000
                                                  -----------------------------
                                                    39,413,000       37,271,000

 COSTS AND EXPENSES:                                                
 Cost of equipment sold                              4,575,000        4,779,000
 Operating expenses                                  4,115,000        3,890,000
 Selling, general and administrative expenses       16,133,000       17,899,000
 Depreciation of rental equipment                      241,000          177,000
 Depreciation expense                                5,946,000        3,806,000
 Amortization expense                                1,690,000        1,557,000
                                                  -----------------------------
                                                    32,700,000       32,108,000
                                                  -----------------------------
 Operating income                                    6,713,000        5,163,000

 OTHER INCOME (EXPENSE):
 Interest income and other, net                         32,000           65,000
 Interest expense                                   (5,365,000)      (3,984,000)
                                                  -----------------------------
 Income before income taxes and 
    extraordinary item                               1,380,000        1,244,000
 Income tax provision                                 (391,000)      (1,176,000)
                                                  -----------------------------
 Income before extraordinary item                      989,000           68,000
 Loss from early extinguishment of debt, net
    of income tax benefit of $316,000                        -       (3,751,000)
                                                  -----------------------------
 Net income (loss)                                $    989,000     $ (3,683,000)
                                                  =============================

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 three months
   ended March 31, 1998                                                            989,000
                                     -----------------------------------------------------
Balance, March 31, 1998              1,000     $       -    $ 137,570,000    $ (61,152,000)
                                     =====================================================
</TABLE>

See accompanying notes.

                                       4
<PAGE>

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

                                                                         THREE MONTHS ENDED
                                                                               MARCH 31
                                                                 --------------------------------
                                                                       1998               1997
                                                                 --------------------------------
<S>                                                              <C>               <C>   

Net cash provided by operating activities                        $   5,562,000     $    8,130,000

INVESTING ACTIVITIES
Cost of cellular license interest                                   (8,686,000)          (146,000)
Purchase of property, plant and equipment                           (7,661,000)        (7,210,000)
Proceeds from maturities of marketable securities                      235,000          2,257,000
                                                                 --------------------------------
Net cash (used in) investing activities                            (16,112,000)        (5,099,000)
                                                                 --------------------------------

FINANCING ACTIVITIES
Principal payments of capital lease obligation                         (65,000)                 -
Due to CoreComm Incorporated                                        11,400,000                  -
Repayment of bank loan                                                       -       (115,000,000)
Proceeds from issuance of Notes,  net of financing costs                     -        193,968,000
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                 11,335,000         (1,433,000)
                                                                 --------------------------------

Increase in cash and cash equivalents                                  785,000          1,598,000
Cash and cash equivalents at beginning of period                     9,445,000          2,307,000
                                                                 --------------------------------
Cash and cash equivalents at end of period                       $  10,230,000     $    3,905,000
                                                                 ================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest exclusive
   of amounts capitalized                                        $  10,188,000     $    2,329,000
Income taxes paid                                                      200,000            550,000

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Liabilities incurred to acquire property, plant 
   and equipment                                                 $   1,938,000     $    1,012,000
Long-term debt issued to acquire cellular license interest           8,900,000                  -
</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 months ended March 31, 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:

                                                    MARCH 31,      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                            39,420,000       37,934,000
                                                 ------------------------------
                                                 $ 173,567,000    $ 157,467,000
                                                 ==============================

In January  1998, 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 consists of:

                                             MARCH 31,       DECEMBER 31,
                                               1998             1997
                                          -------------------------------
                                            (Unaudited)

Land                                      $   1,951,000     $   1,951,000
Office building                               9,922,000         9,922,000
Operating equipment                         132,933,000       127,534,000
Office furniture and other equipment         26,676,000        24,546,000
Rental equipment                              2,070,000         1,745,000
Construction in progress                     11,149,000        12,533,000       
                                          -------------------------------
                                            184,701,000       178,231,000
Accumulated depreciation                     55,845,000        49,780,000    
                                          -------------------------------
                                          $ 128,856,000     $ 128,451,000
                                          ===============================

NOTE D - ACCRUED EXPENSES

Accrued expenses consists of:

                                             MARCH 31,       DECEMBER 31,
                                               1998             1997
                                          -------------------------------  
                                           (Unaudited)

Accrued compensation                      $    952,000      $     765,000
Accrued equipment purchases                    325,000          1,427,000
Accrued franchise, property
   and income taxes                          3,217,000          2,836,000
Commissions payable                          1,038,000          1,143,000
Subscriber deposits                          1,520,000          1,544,000
Other                                        2,810,000          3,297,000
                                          -------------------------------
                                          $  9,862,000      $  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:

                                             MARCH 31,       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,  a  wholly-owned
subsidiary  of the  Company  issued  a  promissory  note in  January  1998.  The
promissory note bears interest at 7.95% per annum payable semiannually beginning
in July 1998 and the principal is payable in January 2003.

NOTE F - COMMITMENTS AND CONTINGENT LIABILITIES

As of March 31,  1998,  the Company  was  committed  to  purchase  approximately
$2,900,000  for  cellular  network  and  other  equipment  and for  construction
services.  In addition,  as of March 31, 1998,  the Company had  commitments  to
purchase telephones, pagers and accessories of approximately $420,000.

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.


 
                                      8

<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 March 31, 1998 and 1997
------------------------------------------

Service revenue increased to $34,459,000 from $33,352,000. Lower average revenue
of new prepaid  subscribers,  a migration of  subscribers to less expensive rate
plans,  and a decrease  in minutes of use of  existing  subscribers  resulted in
average monthly revenue per cellular subscriber for the first quarter decreasing
to $56 in 1998 from $68 in 1997. Ending  subscribers were 211,900 and 166,600 as
of March 31, 1998 and 1997, respectively. Prepaid subscribers included in ending
subscribers  were  59,000 and 300 as of March 31,  1998 and 1997,  respectively.
Ending  pagers in use were  51,600  and  35,100  as of March 31,  1998 and 1997,
respectively.

The income  (loss) from  equipment,  before  depreciation  of rental  equipment,
increased to income of $379,000  from a loss of $860,000  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 $4,115,000  from  $3,890,000  primarily due to
increased usage of the network and additional costs associated with the expanded
network (including paging operations).

Selling,  general and  administrative  expenses  decreased to  $16,133,000  from
$17,899,000 as a result of 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 14%, 49% and 13%,
respectively of the $1,766,000 decrease.

Depreciation of rental  equipment  increased to $241,000 from $177,000 due to an
increase  in rental  telephone  depreciation  and an  increase  in the number of
rental pagers.

Depreciation  expense increased to $5,946,000 from $3,806,000  primarily because
of an increase in property, plant and equipment.

Amortization expense increased to $1,690,000 from $1,557,000 primarily due to an
increase in license acquisition costs.

Interest income and other, net,  decreased to $32,000 from $65,000 primarily due
to a decrease in interest income on short term investments.

Interest  expense  increased to  $5,365,000  from  $3,984,000 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.


                                       9

<PAGE>

                  Cellular Communications of Puerto Rico, Inc.


The provision for income taxes decreased to $391,000 from  $1,176,000  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 the first quarter of 1997 ($3,751,000 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, for debt
service and  potentially,  for the  acquisition  and  development  of additional
wireless licenses or communications  businesses. 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  $18,800,000 in 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
March 31, 1998 of $2,900,000  for cellular  network and other  equipment and for
construction  services are included in the total anticipated  expenditures.  The
Company  expects  to be able to meet  these  requirements  with  cash  and  cash
equivalents on hand and cash from operations.

The Company has received loans from its parent  company,  CoreComm  Incorporated
("CoreComm") of $28,456,000 as of March 31, 1998, which are non-interest bearing
and are due on June 30, 1998.

In January  1998, 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.  The  promissory  note
bears  interest at 7.95% per annum payable  semiannually  beginning in July 1998
and the principal is payable in January 2003. Costs of $286,000 were incurred in
connection with this acquisition.

In January 1997, a wholly-owned  subsidiary of the Company, CCPR Services,  Inc.
("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 connection
with the corporate restructuring.

                                       10

<PAGE>

                  Cellular Communications of Puerto Rico, Inc.


The  Notes  are due on  February  1,  2007.  Interest  on the  Notes is  payable
semiannually  as of August 1,  1997.  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  (except  for  dividend  payments  to  the  Company  and an
aggregate of up to $100,000,000 to be used for dividends or restricted  payments
to CoreComm),  (iii) create liens,  (iv) sell assets,  (v) enter into mergers or
consolidations or (vi) sell or issue stock of subsidiaries.

Cash provided by operating  activities  was  $5,562,000  and  $8,130,000 for the
three  months  ended  March 31,  1998 and 1997,  respectively.  The  decrease is
primarily due to the $7,859,000 increase in cash paid for interest, exclusive of
amounts capitalized. Purchases of property, plant and equipment of $7,661,000 in
1998 were  primarily for  additional  cell sites and  increased  capacity in the
Company's cellular and paging networks.

Write-offs of accounts receivable,  net of recoveries as a percentage of service
revenue was 4.7% for the three months ended March 31, 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.

The Company may also require  additional  capital for  acquisitions  of minority
interests in its Aguadilla  market, or for the acquisition of certain other RSAs
or in other  telecommunications  related  industries,  if opportunities for such
acquisitions  arise.  The Company has from time to time  engaged in  discussions
with third parties regarding such acquisitions.

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.

                                       11

<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.


                                       12

<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 March 31, 1998.


                                       13

<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:  May 11, 1998                           By: /s/ J. Barclay Knapp
                                                  --------------------
                                                  J. Barclay Knapp
                                                  President



Date:  May 11, 1998                           By: /s/ Gregg Gorelick
                                                  ------------------
                                                  Gregg Gorelick
                                                  Vice President-Controller
                                                  (Principal Accounting Officer)



                                       14