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.                 19869-99 
                   -------------------------------------------------------------

                              CORECOMM INCORPORATED
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                      13-3927257          
---------------------------------           ------------------------------------
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)


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

                                 (212) 906-8485
--------------------------------------------------------------------------------
              (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 13,182,336.

<PAGE>

                     CoreComm Incorporated and Subsidiaries

                                      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 Shareholders'
          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 ...............................  10

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

Item 6.   Exhibits and Reports on Form 8-K .................................  14

SIGNATURES .................................................................  15
----------


<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     CoreComm Incorporated and Subsidiaries
                      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                                             $  10,336,000      $  11,783,000
   Marketable securities                                                    32,128,000         62,666,000
   Accounts receivable - trade, less allowance for doubtful
     accounts of $1,701,000 (1998) and $2,106,000 (1997)                    19,032,000         19,043,000
   Equipment inventory                                                       6,501,000          2,882,000
   Prepaid expenses and other current assets                                 5,115,000          7,147,000
                                                                         --------------------------------
Total current assets                                                        73,112,000        103,521,000

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
LMDS auction bid                                                            25,241,000                  -
Other assets, less accumulated amortization of
   $1,263,000 (1998) and $1,088,000 (1997)                                   3,853,000          1,631,000
                                                                         --------------------------------
                                                                         $ 410,664,000      $ 397,276,000
                                                                         ================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                      $   9,215,000      $   6,873,000
   Accrued expenses                                                         15,738,000         11,730,000
   Due to NTL Incorporated                                                     116,000             71,000
   Interest payable                                                          3,510,000          8,333,000
   Deferred revenue                                                          5,868,000          3,952,000
                                                                         --------------------------------
Total current liabilities                                                   34,447,000         30,959,000

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

Shareholders' equity:
   Series preferred stock - $.01 par value; authorized 2,500,000
     shares; issued and outstanding none                                             -                  -
   Common stock - $.01 par value; authorized 30,000,000 shares;
      issued 13,565,000 shares                                                 136,000            136,000
   Additional paid-in capital                                              226,490,000        226,490,000
   (Deficit)                                                               (59,631,000)       (60,703,000)
                                                                         --------------------------------
                                                                           166,995,000        165,923,000
   Treasury stock - at cost, 383,000 shares                                 (9,062,000)        (9,062,000)
                                                                         --------------------------------
                                                                           157,933,000        156,861,000
                                                                         --------------------------------
                                                                         $ 410,664,000      $ 397,276,000
                                                                         ================================
</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>
                     CoreComm Incorporated and Subsidiaries
                 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          16,629,000     18,049,000
Depreciation of rental equipment                         241,000        177,000
Depreciation expense                                   5,946,000      3,806,000
Amortization expense                                   1,690,000      1,557,000
                                                    ---------------------------
                                                      33,196,000     32,258,000
                                                    ---------------------------
Operating income                                       6,217,000      5,013,000

OTHER INCOME (EXPENSE):
Interest income and other, net                           686,000        703,000
Interest expense                                      (5,365,000)    (3,984,000)
                                                    ---------------------------
Income before income taxes and 
   extraordinary item                                  1,538,000      1,732,000
Income tax provision                                    (466,000)    (1,328,000)
                                                    ---------------------------
Income before extraordinary item                       1,072,000        404,000
Loss from early extinguishment of debt, 
   net of income tax benefit of $237,000                       -     (3,830,000)
                                                    ---------------------------
Net income (loss)                                   $  1,072,000   $ (3,426,000)
                                                    ===========================

Earnings per common share:
   Income before extraordinary item                 $        .08   $        .03
   Extraordinary item                                          -           (.29)
                                                    ---------------------------
      Net income (loss)                             $        .08   $       (.26)
                                                    ===========================

Earnings per common share-Assuming Dilution:
   Income before extraordinary item                 $        .08   $        .03
   Extraordinary item                                          -           (.29)
                                                    ---------------------------
      Net income (loss)                             $        .08   $       (.26)
                                                    ===========================

See accompanying notes.

                                       3

<PAGE>

                     CoreComm Incorporated and Subsidiaries
            Condensed Consolidated Statement of Shareholders' Equity
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                            
                                       COMMON STOCK            ADDITIONAL                             TREASURY STOCK
                                 -----------------------        PAID-IN                         -------------------------
                                   SHARES        AMOUNT         CAPITAL          (DEFICIT)        SHARES         AMOUNT
                                 ----------------------------------------------------------------------------------------
<S>                              <C>           <C>           <C>              <C>               <C>          <C>
Balance, December 31, 1997       13,565,000    $ 136,000     $ 226,490,000    $ (60,703,000)    (383,000)    $ (9,062,000)

Net income for the three
   months ended March 31, 1998                                                    1,072,000
                                 ----------------------------------------------------------------------------------------

Balance, March 31, 1998          13,565,000    $ 136,000     $ 226,490,000    $ (59,631,000)    (383,000)    $ (9,062,000)
                                 ========================================================================================
</TABLE>

See accompanying  notes.







                                       4

<PAGE>

                     CoreComm Incorporated and Subsidiaries
                 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                        $   6,427,000    $    8,602,000
                                                                 -------------------------------

INVESTING ACTIVITIES
Payment of the LMDS auction deposit                                (20,000,000)                -
Cost of cellular license interest                                   (8,686,000)         (146,000)
Payment in connection with an acquisition                           (2,000,000)                -
Purchase of property, plant and equipment                           (7,661,000)       (7,210,000)
Purchase of marketable securities                                  (35,391,000)      (30,856,000)
Proceeds from maturities of marketable securities                   65,929,000         2,257,000
                                                                 -------------------------------
Net cash (used in) investing activities                             (7,809,000)      (35,955,000)
                                                                 -------------------------------

FINANCING ACTIVITIES
Repayment of bank loan                                                       -      (115,000,000)
Proceeds from issuance of Notes, net of financing costs                      -       193,968,000
Purchase of treasury stock                                                   -          (688,000)
Principal payments of capital lease obligation                         (65,000)                -
Proceeds from exercise of stock options                                      -           287,000
                                                                 -------------------------------
Net cash provided by (used in) financing activities                    (65,000)       78,567,000
                                                                 -------------------------------

Increase (decrease) in cash and cash equivalents                    (1,447,000)       51,214,000
Cash and cash equivalents at beginning of period                    11,783,000         2,307,000
                                                                 -------------------------------
Cash and cash equivalents at end of period                       $  10,336,000    $   53,521,000
                                                                 ===============================

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                                                      292,000           550,000

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Liabilities incurred to acquire property, plant and equipment    $   1,938,000    $    1,012,000
Liability incurred in connection with LMDS auction bid               5,241,000                 -
Long-term debt issued to acquire cellular license interest           8,900,000                 -
</TABLE>


See accompanying notes.

                                       5

<PAGE>

                     CoreComm Incorporated 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 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  consolidated
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 - LMDS AUCTION AND ACQUISITIONS

A subsidiary of the Company,  Cortelyou Communications Corp. ("Cortelyou"),  was
the successful  bidder,  for an aggregate of  $25,241,000,  for 15 Block A Local
Multipoint Distribution Service ("LMDS") licenses in Ohio. The FCC has allocated
two blocks of  frequencies  (Block A and Block B) to be  licensed in each of the
493 Basis  Trading Areas in the United  States and its  territories  based on an
auction  that  commenced  in  February  1998  and  ended  in  March  1998.  LMDS
frequencies are expected to be used for the provision of voice,  data, video and
Internet  services to businesses and homes in competition  with incumbent  local
exchange  telephone  companies and/or cable television  operators.  High bidders
must  submit  an  application  demonstrating  their  qualifications  to hold the
licenses  they won at auction.  The high bids must be paid  within ten  business
days of the announcement by the FCC that an application was accepted.

In March 1998, the Company entered into an agreement to acquire Digicom, Inc., a
reseller of Centrex services in Cleveland,  Ohio for an aggregate purchase price
of $2,000,000.  The  acquisition was subject to regulatory  approval,  which was
received in April 1998.

In April 1998, the Company  acquired for cash of  approximately  $400,000 all of
the operating  assets of the Wireless Outlet which operates prepaid cellular and
paging  businesses  on a resale basis in Ohio and other  locations in the United
States.


                                       6

<PAGE>

                     CoreComm Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE C - 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 indirect 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 D - 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
                                          ================================


                                      7

<PAGE>

                     CoreComm Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE E - 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       3,710,000          3,489,000
Commissions payable                                1,038,000          1,143,000
Subscriber deposits                                1,520,000          1,544,000
LMDS auction bid                                   5,241,000                  -
Other                                              2,952,000          3,362,000
                                                -------------------------------
                                                $ 15,738,000       $ 11,730,000
                                                ===============================

NOTE F - LONG-TERM DEBT

                                                   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 indirect
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.


                                       8

<PAGE>

                     CoreComm Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE G - NET INCOME (LOSS) PER COMMON SHARE

The following  table sets forth the  computation of basic and diluted net income
(loss) per common share:

                                                       THREE MONTHS ENDED
                                                             MARCH 31
                                                 -----------------------------
                                                      1998             1997
                                                 -----------------------------

Numerator:
Income before extraordinary item                 $  1,072,000     $    404,000
Extraordinary item                                          -       (3,830,000)
                                                 -----------------------------
Net income (loss)                                $  1,072,000     $ (3,426,000)
                                                 -----------------------------

Denominator for basic net income (loss) 
    per common share                               13,182,000       13,071,000
Effect of dilutive securities:
    Stock options                                     105,000          314,000
                                                 -----------------------------
Denominator for diluted net income (loss)
    per common share                               13,287,000       13,385,000
                                                 -----------------------------

Basic net income (loss) per common share:
    Income before extraordinary item             $        .08     $        .03
    Extraordinary item                                      -             (.29)
                                                 -----------------------------
    Net income (loss)                            $        .08     $       (.26)
                                                 =============================

Diluted net income (loss) per common share:
    Income before extraordinary item             $        .08     $        .03
    Extraordinary item                                      -             (.29)
                                                 -----------------------------
    Net income (loss)                            $        .08     $       (.26)
                                                 =============================

NOTE H - 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.


                                       9


<PAGE>

                     CoreComm Incorporated and Subsidiaries

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


CoreComm  Incorporated  (the  "Company")  was formed in January  1997 to own and
operate  Cellular  Communications  of Puerto Rico,  Inc.  ("CCPR") and to pursue
communications  related opportunities outside of Puerto Rico and the U.S. Virgin
Islands. CCPR, through its wholly-owned subsidiaries, owns and operates cellular
and paging  systems in Puerto Rico and the U.S.  Virgin  Islands.  The  Company,
through  wholly-owned  subsidiaries,  has recently  acquired two  communications
related  businesses  in the United  States  and was the high  bidder for 15 LMDS
licenses in Ohio.

                              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  $16,629,000  from
$18,049,000 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 18%, 61% and 16%,
respectively, of the total $1,420,000 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.


                                       10
<PAGE>

                     CoreComm Incorporated and Subsidiaries


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 $686,000 from $703,000  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.

The provision for income taxes decreased to $466,000 from  $1,328,000  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 ($3,830,000 net of
income tax benefit) from the write-off of unamortized deferred financing costs.

                         LIQUIDITY AND CAPITAL RESOURCES

CCPR  requires  capital to expand its cellular  and paging  network and for debt
service.  Subsidiaries  of CCPR are currently  adding cell sites and  increasing
capacity  throughout  their Puerto Rico and U.S.  Virgin Islands  markets.  CCPR
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.  CCPR'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.  CCPR  expects to be able to meet these
requirements with cash and cash equivalents on hand and cash from operations.

A subsidiary of the Company,  Cortelyou Communications Corp., was the successful
bidder,  for an aggregate of $25,241,000,  for 15 Block A LMDS licenses in Ohio.
Auction  participants  were required to submit upfront  payments that determined
their bidding  eligibility.  In February  1998,  Cortelyou  submitted an upfront
payment of  $20,000,000.  FCC rules  require  the high  bidders to submit a down
payment of 20% of their total bids, adjusted for bidding credits,  shortly after
the completion of the auction.  Upfront payments may be credited toward the down
payment.  High  bidders  must also  submit an  application  demonstrating  their
qualifications to hold the licenses they won at auction. The remaining amount of
the high bids must be paid within ten business days of the  announcement  by the
FCC that an application was accepted.

In March 1998, the Company entered into an agreement to acquire Digicom, Inc., a
reseller of Centrex services in Cleveland,  Ohio for an aggregate purchase price
of $2,000,000.  The  acquisition was subject to regulatory  approval,  which was
received in April 1998.


                                       11
<PAGE>

                     CoreComm Incorporated and Subsidiaries


In April 1998, the Company  acquired for cash of  approximately  $400,000 all of
the operating  assets of the Wireless Outlet which operates prepaid cellular and
paging  businesses  on a resale basis in Ohio and other  locations in the United
States.

The Company  requires  capital for the  development  of its new  businesses  and
potentially for additional  acquisitions.  In order to facilitate the funding of
these  opportunities,  the  Company is  presently  planning  to  contribute  its
non-Puerto  Rico/U.S.  Virgin  Islands  assets to a new  company  and  partially
spinning  out  that  entity  to  the  Company's  shareholders.  There  can be no
assurance,  however,  that funding will be  available on  acceptable  commercial
terms or at all, or that such a spin-off will occur.

In January 1998, a wholly-owned  subsidiary of CCPR 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 CCPR,  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.  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. 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, CCPR 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 CCPR and
an  aggregate  of up to  $100,000,000  to be used for  dividends  or  restricted
payments to the Company),  (iii) create liens, (iv) sell assets,  (v) enter into
mergers or consolidations or (vi) sell or issue stock of subsidiaries.

In April 1996,  the Board of Directors  authorized  the  repurchase  of up to an
additional  750,000  shares of the  Company's  common stock  through open market
purchases as market conditions warrant. This repurchase plan is in addition to a
previously  announced  repurchase plan for up to 250,000 shares. As of March 31,
1998,  the  Company  has   repurchased   590,000  shares  for  an  aggregate  of
$15,207,000,  of which 207,000 shares that cost an aggregate of $6,145,000  were
retired.

Cash provided by operating  activities  was  $6,427,000  and  $8,602,000 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 CCPR's
cellular  and  paging  networks.

                                       12
<PAGE>

                     CoreComm Incorporated and Subsidiaries


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 CCPR and its
subsidiaries have increased prepaid subscribers and improved credit procedures.

CCPR 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. CCPR 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.

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.


                                       13


<PAGE>

                     CoreComm Incorporated 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.

                During the quarter  ended March 31,  1998,  the Company  filed a
                current report on Form 8-K dated March 23, 1998, reporting under
                Item 5, Other  Events,  that the  Company  had  entered  into an
                agreement to acquire Digicom,  Inc. No financial statements were
                filed with this report.










                                       14
<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.

                                      CORECOMM INCORPORATED



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)



                                       15