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 September 30, 1998

                                       OR

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


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


                                   CCPR, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   (On August 28, 1998, the name of the Registrant was changed from Cellular
               Communications of Puerto Rico, Inc. to CCPR, Inc.)


           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
September 30, 1998 was 1,000.

<PAGE>


                                   CCPR, Inc.
             (formerly Cellular Communications of Puerto Rico, Inc.)

                                      Index


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

Item 1.  Financial Statements

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

         Condensed Consolidated Statements of Operations
         Three and nine months ended September 30, 1998 and 1997 .......     3

         Condensed Consolidated Statement of Shareholder's Equity
         (Deficiency)
         Nine months ended September 30, 1998 ..........................     4

         Condensed Consolidated Statements of Cash Flows
         Nine months ended September 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 ..............................    17

SIGNATURES..............................................................    18
----------


<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                            SEPTEMBER 30,      DECEMBER 31,
                                                                                1998              1997
                                                                           -------------------------------
                                                                             (Unaudited)        (See Note)
<S>                                                                        <C>               <C> 
ASSETS
Current assets:
   Cash and cash equivalents                                               $  16,157,000     $   9,445,000
   Marketable securities                                                               -           235,000
   Accounts receivable - trade, less allowance for doubtful
     accounts of $1,758,000 (1998) and $2,106,000 (1997)                      20,020,000        19,043,000
   Due from parent company                                                     2,084,000           935,000
   Equipment inventory                                                         5,853,000         2,882,000
   Prepaid expenses and other current assets                                   7,004,000         5,923,000
                                                                           -------------------------------
Total current assets                                                          51,118,000        38,463,000

Property, plant and equipment, net                                           124,170,000       128,451,000
Unamortized license acquisition costs                                        170,806,000       157,467,000
Deferred financing costs, less accumulated amortization
   of $1,164,000 (1998) and $584,000 (1997)                                    8,788,000         6,206,000
Other assets, less accumulated amortization of
   $793,000 (1998) and $1,088,000 (1997)                                       1,376,000         1,537,000
                                                                           -------------------------------
                                                                           $ 356,258,000     $ 332,124,000
                                                                           ===============================
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIENCY)
Current liabilities:
   Accounts payable                                                        $  10,364,000     $   6,815,000
   Accrued expenses                                                           12,279,000        11,012,000
   Due to NTL Incorporated                                                         5,000            71,000
   Due to parent company                                                               -        17,056,000
   Interest payable                                                            4,845,000         8,333,000
   Deferred revenue                                                            5,723,000         3,952,000
                                                                           -------------------------------
Total current liabilities                                                     33,216,000        47,239,000

Long-term debt                                                               355,000,000       200,000,000
Obligation under capital lease                                                 9,234,000         9,456,000
Commitments and contingent liabilities

Shareholder's equity (deficiency):
   Common stock - $.01 par value; authorized, issued and
     outstanding 1,000 shares                                                          -                 -
   Additional paid-in capital                                                 17,570,000       137,570,000
   (Deficit)                                                                 (58,762,000)      (62,141,000)
                                                                           -------------------------------
                                                                             (41,192,000)       75,429,000
                                                                           -------------------------------
                                                                           $ 356,258,000     $ 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>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                           THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                              SEPTEMBER 30                           SEPTEMBER 30
                                                    ------------------------------        --------------------------------
                                                         1998              1997                1998               1997
                                                    ------------------------------        --------------------------------
<S>                                                 <C>               <C>                 <C>                <C>  
REVENUES:                                                                              
Service revenue                                     $ 39,224,000      $ 31,541,000        $ 110,791,000      $  99,587,000
Equipment revenue                                      5,643,000         4,672,000           16,096,000         12,335,000
                                                    ------------------------------        --------------------------------
                                                      44,867,000        36,213,000          126,887,000        111,922,000
                                                                                       
COSTS AND EXPENSES:                                                                                            
Cost of equipment sold                                 5,072,000         5,258,000           14,526,000         14,331,000
Operating expenses                                     4,294,000         4,555,000           12,660,000         12,783,000
Selling, general and administrative expenses          17,101,000        17,712,000           50,043,000         53,693,000
Depreciation of rental equipment                         312,000           233,000              828,000            608,000
Depreciation expense                                   6,547,000         4,831,000           18,819,000         12,823,000
Amortization expense                                   1,700,000         1,610,000            5,040,000          4,821,000
                                                    ------------------------------        --------------------------------
                                                      35,026,000        34,199,000          101,916,000         99,059,000
                                                    ------------------------------        --------------------------------
Operating income                                       9,841,000         2,014,000           24,971,000         12,863,000
                                                                                       
OTHER INCOME (EXPENSE):                                                                
Interest income and other, net                          (381,000)          (17,000)            (318,000)           (31,000)
Interest expense                                      (6,957,000)       (5,200,000)         (17,717,000)       (14,261,000)
                                                    ------------------------------        --------------------------------
Income (loss) before income taxes and                                                  
   extraordinary item                                  2,503,000        (3,203,000)           6,936,000         (1,429,000)
Income tax provision                                  (2,796,000)         (114,000)          (3,557,000)        (1,266,000)
                                                    ------------------------------        --------------------------------
Income (loss) before extraordinary item                 (293,000)       (3,317,000)           3,379,000         (2,695,000)
Loss from early extinguishment of debt, net of                                         
   income tax benefit of $1,128,000                            -           387,000                    -         (2,939,000)
                                                    ------------------------------        --------------------------------
Net income (loss)                                   $   (293,000)     $ (2,930,000)       $   3,379,000      $  (5,634,000)
                                                    ==============================        ================================
                                                                                       
</TABLE>                                                                    


See accompanying notes.


                                       3

<PAGE>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries
      Condensed Consolidated Statement of Shareholder's Equity (Deficiency)
                                   (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)

Distribution to parent company                                      (120,000,000)
Net income for the nine months
   ended September 30, 1998                                                                3,379,000
                                      --------------------------------------------------------------
Balance, September 30, 1998             1,000      $      -       $   17,570,000       $ (58,762,000)
                                      ==============================================================

</TABLE>


See accompanying  notes.


                                       4

<PAGE>


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

                                                                                NINE MONTHS ENDED
                                                                                   SEPTEMBER 30
                                                                     --------------------------------------
                                                                           1998                    1997
                                                                     --------------------------------------
<S>                                                                  <C>                     <C>  
Net cash provided by operating activities                            $   27,295,000          $   13,544,000
                                                                 
INVESTING ACTIVITIES                                             
Cost of cellular license interest                                        (8,686,000)               (146,000)
Purchase of property, plant and equipment                               (17,813,000)            (33,621,000)
Proceeds from maturities of marketable securities                           235,000               5,917,000
                                                                     --------------------------------------
Net cash (used in) investing activities                                 (26,264,000)            (27,850,000)
                                                                     --------------------------------------
                                                                 
FINANCING ACTIVITIES                                             
Principal payments of capital lease obligation                             (201,000)               (131,000)
Due to parent company                                                    12,944,000              13,056,000
Proceeds from bank loan, net of financing costs                         151,838,000                       -
Repayment of long-term debt                                              (8,900,000)                      -
Repayment of amount due to parent company                               (30,000,000)                      -
Repayment of bank loan                                                            -            (115,000,000)
Proceeds from issuance of Notes, net of financing costs                           -             193,694,000
Distribution to parent company                                         (120,000,000)            (80,000,000)
Purchase of treasury stock                                                        -                (688,000)
Proceeds from exercise of stock options                                           -                 287,000
                                                                     --------------------------------------
Net cash provided by financing activities                                 5,681,000              11,218,000
                                                                     --------------------------------------
                                                                 
Increase (decrease) in cash and cash equivalents                          6,712,000              (3,088,000)
Cash and cash equivalents at beginning of period                          9,445,000               2,307,000
                                                                     --------------------------------------
Cash and cash equivalents at end of period                           $   16,157,000          $     (781,000)
                                                                     ======================================
                                                                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid during the period for interest exclusive               
    of amounts capitalized                                           $    21,205,000         $   12,606,000
Income taxes paid                                                            781,000              4,339,000
                                                                 
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:           
Liabilities incurred to acquire property, plant and equipment        $     1,373,000         $    2,365,000
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>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries
        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 nine months ended September
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.

In June 1997,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive Income." SFAS No. 130 requires that all items that are required to
be recognized under accounting  standards as components of comprehensive  income
be reported in a financial  statement that is displayed with the same prominence
as other  financial  statements.  SFAS No. 130 is  effective  for  fiscal  years
beginning  after  December 15, 1997. The Company has adopted SFAS No. 130, which
had no effect on the consolidated financial statements.

In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  about Segments of an
Enterprise and Related  Information." SFAS No. 131 establishes standards for the
way that public  enterprises  report  information  about  operating  segments in
annual financial  statements and requires that those enterprises report selected
information  about  operating  segments in interim  financial  reports issued to
shareholders.  It also  establishes  standards  for  related  disclosures  about
products and services,  geographic  areas and major  customers.  SFAS No. 131 is
effective for financial  statements  for periods  beginning  after  December 15,
1997.  The Company is assessing  whether  changes in reporting  will be required
upon the adoption of this new standard.  The Company will adopt SFAS No. 131 for
fiscal year ending December 31, 1998.

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities,"  which is required to be adopted in fiscal
years  beginning  after June 15, 1999.  Management  does not anticipate that the
adoption of this new standard will have a significant  effect on earnings or the
financial position of the Company.


                                       6

<PAGE>


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


NOTE B - UNAMORTIZED LICENSE ACQUISITION COSTS

Unamortized license acquisition costs consist of:

                                                  SEPTEMBER 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                          42,181,000        37,934,000
                                                 -------------------------------
                                                 $ 170,806,000     $ 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.

NOTE C - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of:

                                                 SEPTEMBER 30,     DECEMBER 31,
                                                     1998              1997
                                                -------------------------------
                                                  (Unaudited)
                                           
  Land                                          $   1,951,000     $   1,951,000
  Office building                                   9,922,000         9,922,000
  Operating equipment                             137,326,000       127,534,000
  Office furniture and other equipment             31,439,000        24,546,000
  Rental equipment                                  3,044,000         1,745,000
  Construction in progress                          8,064,000        12,533,000
                                                -------------------------------
                                                  191,746,000       178,231,000
  Accumulated depreciation                         67,576,000        49,780,000
                                                -------------------------------
                                                $ 124,170,000     $ 128,451,000
                                                ===============================
                                           
                                        
                                       7
<PAGE>


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


NOTE D - ACCRUED EXPENSES

Accrued expenses consist of:
                                                 SEPTEMBER 30,     DECEMBER 31,
                                                     1998              1997
                                                 ------------------------------
                                                  (Unaudited)

  Accrued compensation                           $  1,398,000      $    765,000
  Accrued equipment purchases                         243,000         1,427,000
  Accrued franchise, property and income taxes      5,345,000         2,836,000
  Commissions payable                                 616,000         1,143,000
  Subscriber deposits                               1,389,000         1,544,000
  Other                                             3,288,000         3,297,000
                                                 ------------------------------
                                                 $ 12,279,000      $ 11,012,000
                                                 ==============================

NOTE E - LONG-TERM DEBT

Long-term debt consists of:
                                                  SEPTEMBER 30,    DECEMBER 31,
                                                      1998             1997
                                                 ------------------------------
                                                  (Unaudited)

  Senior Subordinated Notes                      $ 200,000,000    $ 200,000,000
  Bank loan                                        155,000,000                -
                                                 ------------------------------
                                                 $ 355,000,000    $ 200,000,000
                                                 ==============================

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 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 its loan  payable  to its  parent  company,
Cellular  Communications of Puerto Rico, Inc. (formerly  CoreComm  Incorporated)
("CCPR"), and the Company made a cash distribution of $120,000,000 to CCPR. CCPR
made a capital contribution to its wholly-owned subsidiary, CoreComm Limited, of
$150,000,000  in cash and  distributed  100% of the  common  stock  of  CoreComm
Limited to CCPR's shareholders.


                                       8
<PAGE>


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


NOTE E - LONG-TERM DEBT (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  September  30, 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.  Services  incurred  costs  of
$3,162,000  in  connection  with the bank loan which are  included  in  deferred
financing costs.

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.

NOTE F - COMMITMENTS AND CONTINGENT LIABILITIES

As of September 30, 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 September 30, 1998, the Company had commitments to
purchase   cellular   telephones,   pagers  and  accessories  of   approximately
$2,400,000.

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.


                                       9

<PAGE>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries


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

                              RESULTS OF OPERATIONS

In September  1998,  Hurricane  Georges  struck Puerto Rico and the U.S.  Virgin
Islands. The Company's insurance is expected to cover nearly all of the expenses
associated  with  restoring  its service and the cost of repairing and replacing
damaged  equipment  and  facilities.  In  addition,  the  Company  has  business
interruption insurance so it is not expected to incur an uninsured material loss
from the  Company's  cell sites that were out of service.  The Company  received
$1,000,000  from its insurance  company in November 1998 as a partial payment of
its claim, which was recorded in the results of operations in the third quarter.
The Company has not completed  discussions with its insurance carriers and their
adjusters regarding the total amount to be paid.

THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
----------------------------------------------

Service revenue increased to $39,224,000 from $31,541,000. 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 third quarter decreasing to $53 in 1998 from $59 in
1997. The Company expects these trends to continue for the  foreseeable  future.
Ending  subscribers  were 264,700 and 181,900 as of September 30, 1998 and 1997,
respectively.  Ending  pagers in use were 54,300 and 45,500 as of September  30,
1998 and 1997, respectively.

The income  (loss) from  equipment,  before  depreciation  of rental  equipment,
increased to income of $571,000  from a loss of $586,000  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.
The Company  intends to continue to sell  telephones at or above cost to prepaid
subscribers.  The Company expects the growth in prepaid subscribers to continue,
therefore the Company expects the trend in equipment  income to continue for the
foreseeable future.

Operating expenses decreased to $4,294,000 from $4,555,000  primarily due to the
elimination  of the expense  accrual  for the  proposed  Puerto  Rico  universal
service charge in the fourth quarter of 1997.  Subsidiaries  of the Company were
recording an estimate for this  proposed  charge in operating  expenses  through
September 30, 1997. The total expense  accrual of $1,644,000 was reversed in the
fourth quarter of 1997 after the Puerto Rico Telecommunications Regulatory Board
announced that the proposed  retroactive  application  of the universal  service
charge to January 1997 had been eliminated.  After adjusting for the reversal of
$520,000  charged to expense in the third  quarter of 1997,  operating  expenses
increased to $4,294,000 from $4,035,000 due to additional  costs associated with
the expanded network  (including  paging  operations).  Operating  expenses as a
percentage  of  service  revenue  decreased  to  11% in  1998  from  13%  (after
adjustment) in 1997.


                                       10
<PAGE>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries


Selling,  general and  administrative  expenses  decreased to  $17,101,000  from
$17,712,000  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 8%, 65% and 11%,  respectively  of the $611,000  decrease.  These decreases
were  partially  offset by an increase  in property  taxes due to an increase in
taxable property which was (29)% of the decrease.

Depreciation of rental  equipment  increased to $312,000 from $233,000 due to an
increase in the number of rental telephones and pagers.

Depreciation  expense increased to $6,547,000 from $4,831,000  primarily because
of an increase in property, plant and equipment.

Amortization expense increased to $1,700,000 from $1,610,000 primarily due to an
increase in deferred financing costs.

Interest income and other, net, increased to expense of $381,000 from expense of
$17,000  primarily due to losses on the disposal of cell site equipment  damaged
by Hurricane  Georges of approximately  $400,000,  net of the partial payment of
claims. Interest income increased to $13,000 from $7,000.

Interest expense  increased to $6,957,000 from $5,200,000 as a result of the new
bank loan commencing in August 1998.

The provision for income taxes increased to $2,796,000 from $114,000 as a result
of a tax provision of $2,200,000 in connection with the August 1998 transactions
and an increase in Puerto Rico and 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 $387,000 in 1997 due to an adjustment to the
estimated tax benefit from the loss.

NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
---------------------------------------------

Service  revenue  increased to  $110,791,000  from  $99,587,000.  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 nine months ended September 30 decreasing to $53
in 1998 from $65 in 1997.  The Company  expects these trends to continue for the
foreseeable future.  Ending subscribers were 264,700 and 181,900 as of September
30, 1998 and 1997, respectively.  Ending pagers in use were 54,300 and 45,500 as
of September 30, 1998 and 1997, respectively.


                                       11
<PAGE>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries


The income  (loss) from  equipment,  before  depreciation  of rental  equipment,
increased to income of $1,570,000  from a loss of $1,996,000  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.
The Company  intends to continue to sell  telephones at or above cost to prepaid
subscribers.  The Company expects the growth in prepaid subscribers to continue,
therefore the Company expects the trend in equipment  income to continue for the
foreseeable future.

Operating  expenses  decreased to $12,660,000 from $12,783,000  primarily due to
the  elimination of the expense  accrual for the proposed  Puerto Rico universal
service charge in the fourth quarter of 1997.  Subsidiaries  of the Company were
recording an estimate for this  proposed  charge in operating  expenses  through
September 30, 1997. The total expense  accrual of $1,644,000 was reversed in the
fourth quarter of 1997 after the Puerto Rico Telecommunications Regulatory Board
announced that the proposed  retroactive  application  of the universal  service
charge to January  1997 had been  eliminated.  After  adjusting  for the expense
reversal,  operating  expenses  increased to $12,660,000 from $11,139,000 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 was 11% in 1998 and in 1997 (after adjustment).

Selling,  general and  administrative  expenses  decreased to  $50,043,000  from
$53,693,000  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 33%, 42% and 11%, respectively of the $3,650,000 decrease.  These decreases
were  partially  offset by an increase  in property  taxes due to an increase in
taxable property which was (24)% of the decrease.

Depreciation of rental  equipment  increased to $828,000 from $608,000 due to an
increase in the number of rental telephones and pagers.

Depreciation expense increased to $18,819,000 from $12,823,000 primarily because
of an increase in property, plant and equipment.

Amortization expense increased to $5,040,000 from $4,821,000 due to increases in
license acquisition costs and deferred financing costs.

Interest income and other, net, increased to expense of $318,000 from expense of
$31,000  primarily due to losses on the disposal of cell site equipment  damaged
by Hurricane  Georges of approximately  $400,000,  net of the partial payment of
claims.  Interest income decreased to $20,000 from $114,000 due to a decrease in
amounts available for short term investment.

Interest  expense  increased to $17,717,000  from $14,261,000 as a result of the
office building capital lease  obligation  beginning in April 1997, the issuance
of the subsidiary  note payable in January 1998 and the new bank loan commencing
in August 1998.


                                       12
<PAGE>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries


The provision  for income taxes  increased to  $3,557,000  from  $1,266,000 as a
result of a tax  provision  of  $2,200,000  in  connection  with the August 1998
transactions  and an  increase in Puerto Rico and U.S.  Virgin  Islands  taxable
income of certain of the Company's consolidated subsidiaries.

In  connection  with the  termination  of a bank loan,  the Company  recorded an
extraordinary  loss of $4,067,000 in 1997 ($2,939,000 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 $9,500,000 in the fourth quarter of 1998 and $30,700,000 in
1999 for contemplated  additions to the cellular network, the paging network and
for other non-cell site related capital expenditures.  The Company's commitments
at September 30, 1998 of $2,900,000 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 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 its loan  payable  to its  parent  company,
Cellular  Communications of Puerto Rico, Inc. (formerly  CoreComm  Incorporated)
("CCPR"), and the Company made a cash distribution of $120,000,000 to CCPR. CCPR
made a  capital  contribution  to its  then  wholly-owned  subsidiary,  CoreComm
Limited,  of $150,000,000  in cash and  distributed  100% of the common stock of
CoreComm Limited to CCPR'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  September  30, 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.  Services  incurred  costs  of
$3,162,000  in  connection  with the bank loan which are  included  in  deferred
financing costs.


                                       13
<PAGE>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries


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 a bank  loan.  In  addition,  the  Company  distributed
$80,000,000 to CCPR 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 CCPR. 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.

Management  does not  anticipate  that the  Company  and its  subsidiaries  will
generate  sufficient  cash flow from  operations to repay at maturity the entire
principal amount of the outstanding indebtedness.  Accordingly, the Company will
be required to consider a number of measures,


                                       14
<PAGE>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries


including (i)  refinancing all or a portion of such  indebtedness,  (ii) seeking
modifications of the terms of such  indebtedness,  (iii) seeking additional debt
financing,  which would be subject to obtaining necessary lender consents,  (iv)
seeking  additional equity financing or (v) a combination of the foregoing.  The
particular  measures the Company may undertake and the ability of the Company to
accomplish those measures will depend on the financial  condition of the Company
and its  subsidiaries  at the time,  as well as a number of  factors  beyond the
control of the  Company.  No  assurance  can be given that any of the  foregoing
measures  can be  accomplished,  or can  be  accomplished  on  terms  which  are
favorable to the Company.

Cash provided by operating  activities was  $27,295,000  and $13,544,000 for the
nine months ended  September  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
$17,813,000  in 1998 were  primarily  for  additional  cell sites and  increased
capacity 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. Total cash
paid was $8,686,000  including costs incurred in connection with the acquisition
of $286,000.

Write-offs of accounts receivable,  net of recoveries as a percentage of service
revenue was 3.8% for the nine months ended  September  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.

CCPR has retained an  investment  banking  firm to act as  financial  adviser in
reviewing  strategic  alternatives to enhance  shareholder value,  including the
exploration  of  partnering  opportunities  in the  region  through  a  business
combination,   an  appropriate  acquisition,   the  sale  of  CCPR,  or  similar
transactions.  As of the date of this  Form  10-Q,  CCPR is not  engaged  in any
substantive   discussions   with  other  parties   regarding  such  a  potential
transaction.

YEAR 2000

The Company  has a  comprehensive  Year 2000  project  designed to identify  and
assess  the  risks  associated  with its  information  systems,  operations  and
infrastructure,  suppliers,  and customers that are not Year 2000 compliant, and
to develop,  implement and test  remediation and  contingency  plans to mitigate
these risks. The project comprises four phases: (1) identification of risks, (2)
assessment of risks,  (3) development of remediation  and contingency  plans and
(4) implementation and testing.

The  Company's  assessment  is  focused  on its  information  technology  ("IT")
systems,  in  particular  its  cellular  and  paging  network  and its  billing,
provisioning and customer  service  systems.  The Company will also evaluate the
readiness of  third-parties  such as utility  companies that the Company depends
upon for the  operation of its network.  The  Company's  leased office space and
other non-IT  equipment which may have embedded  technology that may be affected
by the year 2000 problem is being  separately  assessed.  The Company expects to
complete  the  assessment  of its IT systems in 1998 and expects to complete the
validation  and  implementation


                                       15
<PAGE>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries


of its IT systems  year 2000  readiness  by June  1999.  The  evaluation  of the
readiness of the major  third-parties  is still in the  assessment  phase and is
expected to be  completed  in early  1999.  The  Company is also  reviewing  its
detailed  contingency  plans for  potential  modifications  to address year 2000
issues.  This  review is  expected  to be  completed  by June 1999.  The Company
estimates  that it will incur costs of  $2,000,000  to complete the  renovation,
validation and  implementation  phases and achieve year 2000  readiness.  As the
Year 2000 project continues,  the Company may discover additional problems,  may
not be able to develop,  implement or test remediation or contingency  plans, or
may find that the costs of these activities exceed current expectations. In many
cases, the Company is relying on assurances from suppliers that new and upgraded
information  systems and other  products  will be Year 2000  ready.  The Company
plans to test such third-party systems and products, but cannot be sure that its
tests  will be  adequate  or that,  if  problems  are  identified,  they will be
addressed by the supplier in a timely and satisfactory way.

Because the Company  uses a variety of  information  systems and has  additional
systems  embedded in its  operations and  infrastructure,  the Company cannot be
sure that all of its systems will work  together in a Year  2000-ready  fashion.
Furthermore,  the  Company  cannot  be sure  that it will  not  suffer  business
interruptions,  either  because  of its own  Year  2000  problems  or  those  of
third-parties  upon whom the  Company is reliant  for  services.  The Company is
continuing  to evaluate  its Year  2000-related  risks and  corrective  actions.
However,  the risks  associated  with the Year 2000  problem are  pervasive  and
complex;  they can be  difficult  to  identify  and  address,  and can result in
material adverse  consequences to the Company.  Even if the Company, in a timely
manner, completes all of its assessments,  identifies and test remediation plans
believed to be adequate, and develops contingency plans believed to be adequate,
some  problems may not be  identified  or corrected in time to prevent  material
adverse consequences to the Company.

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,  Year 2000
readiness and availability, terms and deployment of capital.


                                       16
<PAGE>


                                   CCPR, Inc.
    (formerly Cellular Communications of Puerto Rico, Inc.) and Subsidiaries


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 September 30, 1998.


                                       17

<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.

                                           CCPR, INC.

 

Date:  November 11, 1998                   By: /s/ J. Barclay Knapp
                                              ------------------------------
                                              J. Barclay Knapp
                                              President



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



                                       18