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

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

       (On September 1, 1998, the name of the Registrant was changed from
     CoreComm Incorporated to Cellular Communications of Puerto Rico, Inc.)

          Delaware                                       13-3927257
-------------------------------             ------------------------------------
(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) 906-8485
--------------------------------------------------------------------------------
              (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 
September 30, 1998 was 13,203,713.
<PAGE>


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

                                      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 Shareholders'
         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 ..............................   11

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ................................   19

SIGNATURES ...............................................................   20

<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

  Cellular Communications of Puerto Rico, Inc. (formerly CoreComm Incorporated)
                                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                                   $  22,376,000        $  11,783,000
   Marketable securities                                          17,214,000           62,666,000
   Accounts receivable - trade, less allowance for doubtful                     
     accounts of $1,758,000 (1998) and $2,106,000 (1997)          20,020,000           19,043,000
   Equipment inventory                                             5,853,000            2,882,000
   Prepaid expenses and other current assets                       7,235,000            7,147,000
                                                               ----------------------------------
Total current assets                                              72,698,000          103,521,000
                                                                                
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            1,631,000
                                                               ----------------------------------
                                                               $ 377,838,000        $ 397,276,000
                                                               ==================================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)                               
Current liabilities:                                                            
   Accounts payable                                            $  10,855,000        $   6,873,000
   Accrued expenses                                               12,937,000           11,730,000
   Due to NTL Incorporated                                           487,000               71,000
   Interest payable                                                4,845,000            8,333,000
   Deferred revenue                                                5,723,000            3,952,000
                                                               ----------------------------------
Total current liabilities                                         34,847,000           30,959,000
                                                                                
Long-term debt                                                   355,000,000          200,000,000
Obligation under capital lease                                     9,234,000            9,456,000
Commitments and contingent liabilities                                          
                                                                                
Shareholders' equity (deficiency):                                              
   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 13,587,000 (1998) and 13,565,000                            
     (1997) shares                                                   136,000              136,000
   Additional paid-in capital                                     97,730,000          226,490,000
   Deferred stock option expense                                 (26,321,000)                   -
   (Deficit)                                                     (83,726,000)         (60,703,000)
                                                               ----------------------------------
                                                                 (12,181,000)         165,923,000
   Treasury stock - at cost, 383,000 shares                       (9,062,000)          (9,062,000)
                                                               ----------------------------------
                                                                 (21,243,000)         156,861,000
                                                               ----------------------------------
                                                               $ 377,838,000        $ 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>


  Cellular Communications of Puerto Rico, Inc. (formerly CoreComm Incorporated)
                                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                                       $  40,900,000    $ 31,541,000    $ 113,667,000    $  99,587,000
Equipment revenue                                         5,680,000       4,672,000       16,193,000       12,335,000
                                                      -----------------------------    ------------------------------
                                                         46,580,000      36,213,000      129,860,000      111,922,000

COSTS AND EXPENSES:
Cost of equipment sold                                    5,094,000       5,258,000       14,563,000       14,331,000
Operating expenses                                        5,550,000       4,555,000       14,968,000       12,783,000
Selling, general and administrative expenses             20,952,000      18,035,000       56,639,000       54,513,000
Compensation charge                                      21,758,000               -       21,758,000                -
Depreciation of rental equipment                            312,000         233,000          828,000          608,000
Depreciation expense                                      6,731,000       4,831,000       19,100,000       12,823,000
Amortization expense                                      1,741,000       1,610,000        5,141,000        4,821,000
                                                      -----------------------------    ------------------------------
                                                         62,138,000      34,522,000      132,997,000       99,879,000
                                                      -----------------------------    ------------------------------
Operating income (loss)                                 (15,558,000)      1,691,000       (3,137,000)      12,043,000

OTHER INCOME (EXPENSE):
Interest income and other, net                              284,000         876,000        1,464,000        2,861,000
Interest expense                                         (6,958,000)     (5,200,000)     (17,718,000)     (14,261,000)
                                                      -----------------------------    ------------------------------
Income (loss) before income taxes and
   extraordinary item                                   (22,232,000)     (2,633,000)     (19,391,000)         643,000
Income tax provision (benefit)                           (2,796,000)        104,000       (3,632,000)      (1,241,000)
                                                      -----------------------------    ------------------------------
Loss before extraordinary item                          (25,028,000)     (2,529,000)     (23,023,000)        (598,000)
Loss from early extinguishment of debt,
   net of income tax benefit of $108,000                          -        (117,000)               -       (3,959,000)
                                                      -----------------------------    ------------------------------
Net loss                                              $ (25,028,000)   $ (2,646,000)   $ (23,023,000)   $  (4,557,000)
                                                      =============================    ==============================

Basic and diluted net loss per common share:
   Loss before extraordinary item                     $       (1.90)   $       (.19)   $       (1.75)   $        (.05)
   Extraordinary item                                             -            (.01)               -             (.30)
                                                      -----------------------------   ------------------------------
Net loss                                              $       (1.90)   $       (.20)   $       (1.75)   $        (.35)
                                                      =============================    ==============================

</TABLE>

See accompanying notes.


                                       3
<PAGE>


  Cellular Communications of Puerto Rico, Inc. (formerly CoreComm Incorporated)
                                and Subsidiaries
      Condensed Consolidated Statement of Shareholders' Equity (Deficiency)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            
                                      COMMON STOCK           ADDITIONAL       DEFERRED                          TREASURY STOCK
                                -----------------------       PAID-IN       STOCK OPTION                   ------------------------
                                  SHARES        AMOUNT        CAPITAL         EXPENSE        (DEFICIT)      SHARES         AMOUNT
                                ---------------------------------------------------------------------------------------------------
<S>                             <C>           <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)
Exercise of stock options           22,000                      262,000
Distribution of subsidiary to  
   shareholders                                            (177,101,000)
Deferred stock option expense                                48,079,000   $ (48,079,000)
Compensation charge                                                          21,758,000
Net (loss) for the nine months 
   ended September 30, 1998                                                                 (23,023,000)
                                ---------------------------------------------------------------------------------------------------
Balance, September 30, 1998     13,587,000    $ 136,000   $  97,730,000   $ (26,321,000)  $ (83,726,000)   (383,000)   $ (9,062,000)
                                ===================================================================================================
</TABLE>                      

See accompanying notes.




                                       4

<PAGE>


  Cellular Communications of Puerto Rico, Inc. (formerly CoreComm Incorporated)
                                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                        $   29,308,000      $   15,537,000
                                                                 ----------------------------------
                                                                                   
INVESTING ACTIVITIES                                                               
Payment of the LMDS license fee and related costs                   (25,365,000)                  -
Cost of cellular license interest                                    (8,686,000)           (146,000)
Distribution of subsidiary to shareholders                         (150,904,000)                  -
Acquisition of subsidiaries, net of cash acquired                    (3,715,000)                  -
Purchase of property, plant and equipment                           (18,928,000)        (33,621,000)
Purchase of marketable securities                                   (44,914,000)        (74,393,000)
Proceeds from maturities of marketable securities                    90,798,000          54,920,000
                                                                 ----------------------------------
Net cash (used in) investing activities                            (161,714,000)        (53,240,000)
                                                                 ----------------------------------
                                                                                   
FINANCING ACTIVITIES                                                               
Repayment of debt                                                    (8,900,000)       (115,000,000)
Proceeds from bank loan, net of financing costs                     151,838,000                   -
Proceeds from issuance of Notes, net of financing costs                       -         193,694,000
Purchase of treasury stock                                                    -            (688,000)
Principal payments of capital lease obligation                         (201,000)           (131,000)
Proceeds from exercise of stock options                                 262,000             287,000
                                                                 ----------------------------------
Net cash provided by financing activities                           142,999,000          78,162,000
                                                                 ----------------------------------
                                                                                   
Increase in cash and cash equivalents                                10,593,000          40,459,000
Cash and cash equivalents at beginning of period                     11,783,000           2,307,000
                                                                 ----------------------------------
Cash and cash equivalents at end of period                       $   22,376,000      $   42,766,000
                                                                 ==================================
                                                                                   
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           4,353,000
                                                                                   
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>


  Cellular Communications of Puerto Rico, Inc. (formerly 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 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
consolidated   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
its 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>

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


NOTE B - DISTRIBUTION OF SUBSIDIARY TO SHAREHOLDERS

In September  1998,  the Company  completed the  distribution  of all the common
stock of its wholly-owned  subsidiary,  CoreComm Limited, on a one-for-one basis
to  its  shareholders.  Prior  to  the  distribution,  the  Company  made a cash
contribution  of  $150,000,000  to CoreComm  Limited using proceeds from the new
bank loan. In April and June 1998, the Company  acquired  certain  businesses in
acquisitions that were accounted for as purchases.  Accordingly,  the net assets
and results of operations of the acquired  businesses  have been included in the
consolidated financial statements from the dates of acquisition.  In March 1998,
a former 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. In June 1998, the
Company  funded  Cortelyou's  payment of its bid.  The acquired  businesses  and
Cortelyou were contributed to CoreComm Limited prior to the distribution.

In connection with the distribution, the Company made an equitable adjustment to
certain  employee and  non-employee  director stock options.  The deferred stock
option expense included in shareholders' deficiency of $48,079,000 is a non-cash
charge  recorded in accordance  with APB Opinion No. 25,  "Accounting  for Stock
Issued  to  Employees."  The  Company  recognized   $21,758,000  as  a  non-cash
compensation  charge through September 30, 1998. The remaining  $26,321,000 will
be charged to compensation  expense over the vesting period of the stock options
as follows:  $10,034,000  in the fourth  quarter of 1998,  $10,481,000  in 1999,
$4,550,000 in 2000 and $1,256,000 in 2001.

NOTE C - 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
                                                  =============================


                                       7

<PAGE>


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


NOTE C - UNAMORTIZED LICENSE ACQUISITION COSTS (CONTINUED)

In  January  1998,  the  San  Juan  Cellular  Telephone  Company  ("SJCTC"),   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 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
                                               ================================
                                          
NOTE E - 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      5,363,000         3,489,000
  Commissions payable                                 616,000         1,143,000
  Subscriber deposits                               1,389,000         1,544,000
  Other                                             3,928,000         3,362,000
                                                 ------------------------------
                                                 $ 12,937,000      $ 11,730,000
                                                 ==============================



                                       8

<PAGE>


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


NOTE F - 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  indirect  subsidiary  of the  Company,  CCPR
Services,  Inc.  ("Services")  entered into a $170,000,000 credit agreement with
various banks and borrowed $155,000,000. The Company made a capital contribution
to its wholly-owned subsidiary,  CoreComm Limited, of $150,000,000 in cash using
proceeds from the bank loan and distributed 100% of the common stock of CoreComm
Limited to the Company'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 CCPR, Inc. and  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,  CCPR, Inc. (a wholly-owned  subsidiary of the
Company and the parent  company of Services)  has pledged to the banks the stock
of its subsidiaries  and CCPR, Inc. and its subsidiaries  have given the banks a
security  interest in their assets.  CCPR, Inc. and its other  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 CCPR, Inc. 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 CCPR, Inc.
and  subsidiaries  maintain  certain ratios of indebtedness to cash flow,  fixed
charges to cash flow and debt service to cash flow.


                                       9
<PAGE>


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


NOTE G - NET LOSS PER COMMON SHARE

The following table sets forth the computation of basic and diluted net loss per
common share:
<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                   SEPTEMBER 30                         SEPTEMBER 30
                                                        ---------------------------------------------------------------------
                                                              1998             1997                1998             1997
                                                        ---------------------------------------------------------------------
  <S>                                                   <C>               <C>                  <C>               <C>  
  Numerator:                                                                              
  Loss before extraordinary item                        $ (25,028,000)    $ (2,529,000)        $ (23,023,000)    $   (598,000)
  Extraordinary item                                                -         (117,000)                    -       (3,959,000)
                                                        ---------------------------------------------------------------------
  Net loss                                              $ (25,028,000)    $ (2,646,000)        $ (23,023,000)    $ (4,557,000)
                                                        ---------------------------------------------------------------------
                                                                                          
  Denominator for basic net loss per common share          13,196,000       13,074,000            13,187,000       13,073,000
  Effect of dilutive securities                                     -                -                     -                -
                                                        ---------------------------------------------------------------------
  Denominator for diluted net loss per common share        13,196,000       13,074,000            13,187,000       13,073,000
                                                        ---------------------------------------------------------------------
                                                                                          
  Basic and diluted net loss per common share:                                            
      Loss before extraordinary item                    $       (1.90)    $       (.19)        $       (1.75)    $       (.05)
      Extraordinary item                                            -             (.01)                    -             (.30)
                                                        ---------------------------------------------------------------------
      Net loss                                          $       (1.90)    $       (.20)        $       (1.75)    $       (.35)
                                                        =====================================================================
</TABLE>                                                           

The shares  issuable  upon the exercise of stock  options are excluded  from the
computation as their effect would be antidilutive.

NOTE H - 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 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 in Puerto  Rico and U.S.  Virgin
Islands which is also licensed to many of the  non-wireline  cellular systems in
the United  States.  The Company is required to pay  licensing  and  advertising
fees, and to maintain certain service quality standards. The total fees paid for
1998 were $289,000, which were determined by the size of the Company's markets.

NOTE I - EXCHANGE OFFER

In October 1998,  the Company  commenced an offer to exchange  $15.00  principal
amount  of a new issue of 15%  Subordinated  Notes  due 2008  (the  "Notes")  in
exchange for each share of its common stock up to 3,500,000 shares.  Interest on
the Notes will be  payable  semi-annually;  the first  year in cash and,  at the
option of the  Company,  subsequent  payments may be paid in cash or through the
issuance of  additional  Notes.  The  exchange  offer will expire on December 4,
1998.


                                       10

<PAGE>


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


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

                              RESULTS OF OPERATIONS

Cellular  Communications of Puerto Rico, Inc. (formerly  CoreComm  Incorporated)
(the  "Company")  was  formed in  January  1997 to own and  operate  CCPR,  Inc.
(formerly   Cellular   Communications  of  Puerto  Rico,  Inc.)  and  to  pursue
communications  related opportunities outside of Puerto Rico and the U.S. Virgin
Islands.  CCPR, Inc., through its wholly-owned  subsidiaries,  owns and operates
cellular and paging systems in Puerto Rico and the U.S. Virgin Islands. In April
and June 1998, the Company acquired three  communications  related businesses in
the United States.  These  businesses were  contributed to the Company's  former
wholly-owned subsidiary, CoreComm Limited, prior to the distribution of CoreComm
Limited  to  the  Company's   shareholders   in  September   1998.  The  Company
consolidated the results of operations of the acquired businesses from the dates
of acquisition  through the date of  distribution in September 1998. The results
of the acquired businesses are not included in the 1997 consolidated results.

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 included 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 received by the Company.

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

Service  revenue  increased to $40,900,000  from  $31,541,000.  Service  revenue
includes $1,676,000 in 1998 from acquired businesses.  For CCPR, Inc.'s cellular
and paging business in Puerto Rico and the U.S.  Virgin  Islands,  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 $586,000 from a loss of $586,000  primarily because CCPR,
Inc.  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.  The income from  equipment in 1998  includes  $15,000 from
acquired businesses.


                                       11
<PAGE>


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


Operating expenses  increased to $5,550,000 from $4,555,000.  Operating expenses
include $1,256,000 in 1998 from acquired  businesses.  For CCPR, Inc.'s cellular
and  paging  business  in Puerto  Rico and the U.S.  Virgin  Islands,  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).  CCPR,  Inc.'s operating
expenses as a percentage  of service  revenue  decreased to 11% in 1998 from 13%
(after adjustment) in 1997.

Selling,  general and  administrative  expenses  increased to  $20,952,000  from
$18,035,000.  Selling, general and administrative expenses include $2,691,000 in
1998 from acquired  businesses  and general and  administrative  expenses of the
Company of $1,160,000 in 1998 and $323,000 in 1997.  For CCPR,  Inc.'s  cellular
and paging business in Puerto Rico and the U.S. Virgin Islands, 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.

Compensation  charge of  $21,758,000  in 1998 is a non-cash  charge  recorded in
accordance  with APB Opinion No. 25,  "Accounting for Stock Issued to Employees"
due to an  equitable  adjustment  made  to  certain  employee  and  non-employee
director stock options in connection with the distribution of CoreComm  Limited.
The Company has $26,321,000 of deferred stock option expense as of September 30,
1998 that will be charged as  non-cash  compensation  expense  over the  vesting
period of the stock  options as follows:  $10,034,000  in the fourth  quarter of
1998, $10,481,000 in 1999, $4,550,000 in 2000 and $1,256,000 in 2001.

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 $6,731,000 from $4,831,000  primarily because
of an increase in property, plant and equipment.

Amortization expense increased to $1,741,000 from $1,610,000 primarily due to an
increase in deferred financing costs.

Interest income and other,  net,  decreased to $284,000 from $876,000  primarily
due to losses  on the  disposal  of cell site  equipment  damaged  by  Hurricane
Georges of approximately  $400,000,  net of partial payment of claims.  Interest
income decreased to $679,000 from $900,000.


                                       12
<PAGE>


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


Interest expense  increased to $6,958,000 from $5,200,000 as a result of the new
bank loan commencing in August 1998.

The  provision for income taxes  increased to a provision of  $2,796,000  from a
benefit of $104,000 as a result of a tax  provision of  $2,200,000 in connection
with transactions related to the distribution and an increase in Puerto Rico and
U.S.  Virgin  Islands  taxable  income of certain of the Company's  consolidated
subsidiaries.

The loss from  early  extinguishment  of debt of  $117,000  in 1997 is due to an
adjustment to the estimated Puerto Rico income tax benefit from the loss.

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

Service revenue  increased to  $113,667,000  from  $99,587,000.  Service revenue
includes $2,876,000 in 1998 from acquired businesses.  For CCPR, Inc.'s cellular
and paging business in Puerto Rico and the U.S.  Virgin  Islands,  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.

The income  (loss) from  equipment,  before  depreciation  of rental  equipment,
increased to income of $1,630,000  from a loss of $1,996,000  primarily  because
CCPR, Inc. 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.  The income from  equipment in 1998  includes  $60,000 from
acquired businesses.

Operating expenses increased to $14,968,000 from $12,783,000. Operating expenses
include $2,308,000 in 1998 from acquired  businesses.  For CCPR, Inc.'s cellular
and paging  businesses  in Puerto Rico and the U.S.  Virgin  Islands,  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).  CCPR,  Inc.'s operating  expenses as a
percentage of service revenue was 11% in 1998 and in 1997 (after adjustment).


                                       13
<PAGE>


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


Selling,  general and  administrative  expenses  increased to  $56,639,000  from
$54,513,000.  Selling, general and administrative expenses include $4,108,000 in
1998 from acquired  businesses  and general and  administrative  expenses of the
Company of $2,488,000 in 1998 and $820,000 in 1997.  For CCPR,  Inc.'s  cellular
and paging  businesses  in Puerto  Rico and the U.S.  Virgin  Islands,  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 total $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.

Compensation  charge of  $21,758,000  in 1998 is a non-cash  charge  recorded in
accordance  with APB Opinion No. 25,  "Accounting for Stock Issued to Employees"
due to an  equitable  adjustment  made  to  certain  employee  and  non-employee
director stock options in connection with the distribution of CoreComm  Limited.
The Company has $26,321,000 of deferred stock option expense as of September 30,
1998 that will be charged as  non-cash  compensation  expense  over the  vesting
period of the stock  options as follows:  $10,034,000  in the fourth  quarter of
1998, $10,481,000 in 1999, $4,550,000 in 2000 and $1,256,000 in 2001.

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 $19,100,000 from $12,823,000 primarily because
of an increase in property, plant and equipment.

Amortization expense increased to $5,141,000 from $4,821,000 due to increases in
license acquisition costs and deferred financing costs.

Interest  income  and  other,  net,  decreased  to  $1,464,000  from  $2,861,000
primarily due to losses on disposal of cell site equipment  damaged by Hurricane
Georges of approximately  $400,000,  net of partial payment of claims.  Interest
income  decreased to  $1,805,000  from  $3,006,000  due to a decrease in amounts
available for short term investment.

Interest  expense  increased to $17,718,000  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.

The provision  for income taxes  increased to  $3,632,000  from  $1,241,000 as a
result of a tax provision of $2,200,000 in connection with transactions  related
to the  distribution  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,  CCPR,  Inc.  recorded an
extraordinary  loss of $4,067,000 in 1997 ($3,959,000 net of income tax benefit)
from the write-off of unamortized deferred financing costs.


                                       14
<PAGE>


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

                         LIQUIDITY AND CAPITAL RESOURCES

CCPR,  Inc.  requires  capital to expand its cellular and paging network and for
debt service.  CCPR, Inc. is currently adding cell sites and increasing capacity
throughout its Puerto Rico and U.S. Virgin Islands  markets.  CCPR, Inc. 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.  CCPR, Inc.'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  indirect  subsidiary  of the  Company,  CCPR
Services,  Inc.  ("Services")  entered into a $170,000,000 credit agreement with
various banks and borrowed $155,000,000. The Company made a capital contribution
to CoreComm  Limited of  $150,000,000  in cash using proceeds from the bank loan
and  distributed  100% of the common stock of CoreComm  Limited to the Company'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 CCPR and  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,  Services'  parent  company,  CCPR,  Inc. has
pledged  to the banks  the stock of its  subsidiaries  and  CCPR,  Inc.  and its
subsidiaries  have given the banks a security  interest in their  assets.  CCPR,
Inc. and its other  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 CCPR, Inc. 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 CCPR,  Inc. and  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. 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.  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,  CCPR, Inc. and certain  subsidiaries  that limit their


                                       15
<PAGE>


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


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.

In October 1998,  the Company  commenced an offer to exchange  $15.00  principal
amount of a new issue of 15%  Subordinated  Notes due 2008 (the "15%  Notes") in
exchange for each share of its common stock up to 3,500,000 shares.  Interest on
the 15% Notes will be payable semi-annually;  the first year in cash and, at the
option of the  Company,  subsequent  payments may be paid in cash or through the
issuance of additional 15% Notes.  The exchange offer will expire on December 4,
1998.

The  Company  is  highly  leveraged  as a result  of the new  bank  loan and the
distribution  of CoreComm  Limited.  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, 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.

The Board of Directors has authorized  the repurchase of up to 1,000,000  shares
of the Company's common stock through open market purchases as market conditions
warrant.  As of September 30, 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  $29,308,000  and $15,537,000 for the
nine months ended  September  30, 1998 and 1997,  respectively.  The increase is
primarily a result of an


                                       16
<PAGE>


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


increase in operating income (before the non-cash  compensation  charge in 1998)
and  changes in  operating  assets  and  liabilities.  In  September  1998,  the
Company's cash was reduced by  $150,904,000  as a result of the  distribution of
100% of the common  stock of  CoreComm  Limited to the  Company's  shareholders.
Purchases of property, plant and equipment of $18,928,000 in 1998 were primarily
for additional  cell sites and increased  capacity in CCPR,  Inc.'s cellular and
paging networks,  including $1,115,000 for CoreComm Limited property,  plant and
equipment  purchases.  In April  and June  1998,  three  communications  related
businesses in the United  States were  acquired for cash of  $3,715,000  (net of
cash acquired). In 1998, fifteen Block A LMDS licenses in Ohio were acquired for
cash of $25,241,0000  plus $124,000 in auction and license  application  related
costs (an  aggregate of  $25,365,000).  In January  1998,  the San Juan Cellular
Telephone  Company (a wholly-owned  subsidiary of CCPR,  Inc.) 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.  The $8,900,000 promissory note was paid in August 1998 as required by
the new bank loan.

CCPR,  Inc.'s  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  CCPR,  Inc.  and its  subsidiaries  have  increased  prepaid
subscribers.

The Company 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 the Company,  or similar
transactions.  As of the date of this Form 10-Q,  the  Company 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,  products,  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  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


                                       17
<PAGE>


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


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.


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<PAGE>


  Cellular Communications of Puerto Rico, Inc. (formerly 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  September  30,  1998,  the Company  filed a
          current  report on Form 8-K dated  September 2, 1998  reporting  under
          Item 5, Other Events, that the Company conducted a distribution to its
          shareholders  of all the common stock of its  wholly-owned  subsidiary
          CoreComm Limited.

          No financial statements were filed with this report.





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<PAGE>

                                   SIGNATURES
                                   ----------

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

                                     CELLULAR COMMUNICATIONS OF
                                     PUERTO RICO, INC.



Date:  November 13, 1998             By: /s/ J. Barclay Knapp
                                        --------------------------------------
                                        J. Barclay Knapp
                                        President and Chief Executive Officer



Date:  November 13, 1998             By: /s/ Gregg Gorelick
                                        --------------------------------------
                                        Gregg Gorelick
                                        Vice President-Controller
                                        (Principal Accounting Officer)






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