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

                                    FORM 10-Q

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

                                       OR

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


Commission File No.                 19869-99
                    ------------------------------------------------------------

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

          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 June 30,
1998 was 13,184,336.


<PAGE>



                     CoreComm Incorporated and Subsidiaries

                                      Index


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

Item 1.  Financial Statements

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

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

         Condensed Consolidated Statement of Shareholders' Equity -
         Six months ended June 30, 1998 ..................................    4

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

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

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition ..............................   12

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

Item 4.  Submission of Matters to a Vote of Security Holders .............   18
 
Item 6.  Exhibits and Reports on Form 8-K ................................   18

SIGNATURES ...............................................................   19
----------


<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                     CoreComm Incorporated and Subsidiaries
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                         JUNE 30,          DECEMBER 31,
                                                                           1998                1997
                                                                     ---------------------------------
                                                                       (Unaudited)          (See Note)
<S>                                                                  <C>                 <C>
                                                                   
ASSETS                                                               
Current assets:                                                    
   Cash and cash equivalents                                         $  19,250,000       $  11,783,000
   Marketable securities                                                24,374,000          62,666,000
   Accounts receivable--trade, less allowance for doubtful         
     accounts of $2,114,000 (1998) and $2,106,000 (1997)                19,021,000          19,043,000
   Equipment inventory                                                   4,438,000           2,882,000
   Prepaid expenses and other current assets                             9,647,000           7,147,000
                                                                     ---------------------------------
Total current assets                                                    76,730,000         103,521,000
                                                                   
Property, plant and equipment, net                                     129,046,000         128,451,000
Unamortized license acquisition costs                                  197,514,000         157,467,000
Goodwill, less accumulated amortization of $60,000                       2,349,000                   -
Deferred financing costs, less accumulated amortization            
   of $926,000 (1998) and $584,000 (1997)                                5,864,000           6,206,000
Other assets, less accumulated amortization of                     
   $639,000 (1998) and $1,088,000 (1997)                                 1,734,000           1,631,000
                                                                     ---------------------------------
                                                                     $ 413,237,000       $ 397,276,000
                                                                     =================================
                                                                   
LIABILITIES AND SHAREHOLDERS' EQUITY                               
Current liabilities:                                               
   Accounts payable                                                  $   9,491,000       $   6,873,000
   Accrued expenses                                                     12,260,000          11,730,000
   Due to NTL Incorporated                                                 779,000              71,000
   Interest payable                                                      8,687,000           8,333,000
   Deferred revenue                                                      4,914,000           3,952,000
                                                                     ---------------------------------
Total current liabilities                                               36,131,000          30,959,000
                                                                   
Long-term debt                                                         208,900,000         200,000,000
Obligation under capital lease                                           9,310,000           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 13,567,000 (1998) and 13,565,000 (1997) shares                 136,000             136,000
   Additional paid-in capital                                          226,520,000         226,490,000
   (Deficit)                                                           (58,698,000)        (60,703,000)
                                                                     ---------------------------------
                                                                       167,958,000         165,923,000
   Treasury stock--at cost, 383,000 shares                              (9,062,000)         (9,062,000)
                                                                     ---------------------------------
                                                                       158,896,000         156,861,000
                                                                     ---------------------------------
                                                                     $ 413,237,000       $ 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)
<TABLE>
<CAPTION>


                                                            THREE MONTHS ENDED                      SIX MONTHS ENDED
                                                                 JUNE 30                                 JUNE 30
                                                    -------------------------------        --------------------------------
                                                         1998               1997                1998                1997
                                                    -------------------------------        --------------------------------
<S>                                                 <C>                <C>                 <C>                 <C>

REVENUES:
Service revenue                                     $ 38,308,000       $ 34,694,000        $ 72,767,000        $ 68,046,000
Equipment revenue                                      5,559,000          3,744,000          10,513,000           7,663,000
                                                    -------------------------------        --------------------------------
                                                      43,867,000         38,438,000          83,280,000          75,709,000

COSTS AND EXPENSES:
Cost of equipment sold                                 4,894,000          4,294,000           9,469,000           9,073,000
Operating expenses                                     5,303,000          4,338,000           9,418,000           8,228,000
Selling, general and administrative expenses          19,058,000         18,429,000          35,687,000          36,478,000
Depreciation of rental equipment                         275,000            198,000             516,000             375,000
Depreciation expense                                   6,423,000          4,186,000          12,369,000           7,992,000
Amortization expense                                   1,710,000          1,654,000           3,400,000           3,211,000
                                                    -------------------------------        --------------------------------
                                                      37,663,000         33,099,000          70,859,000          65,357,000
                                                    -------------------------------        --------------------------------
Operating income                                       6,204,000          5,339,000          12,421,000          10,352,000

OTHER INCOME (EXPENSE):
Interest income and other, net                           494,000          1,282,000           1,180,000           1,985,000
Interest expense                                      (5,395,000)        (5,077,000)        (10,760,000)         (9,061,000)
                                                    -------------------------------        --------------------------------
Income before income taxes and
   extraordinary item                                  1,303,000          1,544,000           2,841,000           3,276,000
Income tax provision                                    (370,000)           (17,000)           (836,000)         (1,345,000)
                                                    -------------------------------        --------------------------------
Income before extraordinary item                         933,000          1,527,000           2,005,000           1,931,000
Loss from early extinguishment of debt,
   net of income tax benefit of $225,000                       -            (12,000)                  -          (3,842,000)
                                                    -------------------------------        --------------------------------
Net income (loss)                                   $    933,000       $  1,515,000        $  2,005,000        $ (1,911,000)
                                                    ===============================        ================================

Earnings per common share:
   Income before extraordinary item                 $        .07       $        .12        $        .15        $        .15
   Extraordinary item                                          -                  -                   -                (.29)
                                                    -------------------------------        --------------------------------
Net income (loss)                                   $        .07       $        .12        $        .15        $       (.14)
                                                    ===============================        ================================

Earnings per common share-Assuming Dilution:
   Income before extraordinary item                 $        .06       $        .12        $        .14        $        .15
   Extraordinary item                                          -                  -                   -                (.29)
                                                    -------------------------------        --------------------------------
Net income (loss)                                   $        .06       $        .12        $        .14        $       (.14)
                                                    ===============================        ================================

</TABLE>


      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)
                                 
Exercise of stock options              2,000                           30,000
Net income for the six months    
   ended June 30, 1998                                                               2,005,000
                                  ---------------------------------------------------------------------------------------------
Balance, June 30, 1998            13,567,000     $ 136,000      $ 226,520,000    $ (58,698,000)     (383,000)      $ (9,062,000)
                                  =============================================================================================
</TABLE>                         
                              
See accompanying  notes.


                                       4

<PAGE>


                     CoreComm Incorporated and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                     SIX MONTHS ENDED
                                                                                          JUNE 30
                                                                         --------------------------------------
                                                                               1998                    1997
                                                                         --------------------------------------
<S>                                                                      <C>                     <C> 
                                                                      
Net cash provided by operating activities                                $  20,219,000           $   14,428,000
                                                                         --------------------------------------
                                                                      
INVESTING ACTIVITIES                                                  
Payment of the LMDS license fee                                            (25,356,000)                       -
Cost of cellular license interest                                           (8,686,000)                (146,000)
Acquisition of subsidiaries, net of cash acquired                           (3,715,000)                       -
Purchase of property, plant and equipment                                  (13,307,000)             (16,747,000)
Purchase of marketable securities                                          (38,496,000)             (35,886,000)
Proceeds from maturities of marketable securities                           76,911,000               31,548,000
                                                                         --------------------------------------
Net cash (used in) investing activities                                    (12,649,000)             (21,231,000)
                                                                         --------------------------------------
                                                                      
FINANCING ACTIVITIES                                                  
Repayment of bank loan                                                               -             (115,000,000)
Proceeds from issuance of Notes, net of financing costs                              -              193,695,000
Purchase of treasury stock                                                           -                 (688,000)
Principal payments of capital lease obligation                                (133,000)                 (68,000)
Proceeds from exercise of stock options                                         30,000                  287,000
                                                                         --------------------------------------
Net cash provided by (used in) financing activities                           (103,000)              78,226,000
                                                                         --------------------------------------
                                                                      
Increase in cash and cash equivalents                                        7,467,000               71,423,000
Cash and cash equivalents at beginning of period                            11,783,000                2,307,000
                                                                         --------------------------------------
Cash and cash equivalents at end of period                               $  19,250,000           $   73,730,000
                                                                         ======================================
                                                                      
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                     
Cash paid during the period for interest exclusive                    
    of amounts capitalized                                               $  10,406,000           $    2,406,000
Income taxes paid                                                              355,000                2,897,000
                                                                      
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:                
Liabilities incurred to acquire property, plant and equipment            $   1,754,000           $    6,263,000
Long-term debt issued to acquire cellular license interest                   8,900,000                        -
Capital lease obligation to acquire office building                                  -                9,922,000
</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 and six months  ended June 30,
1998 are not necessarily  indicative of the results that may be expected for the
year  ending  December  31,  1998.  For  further   information,   refer  to  the
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 - ACQUISITIONS

In April and June 1998,  a  wholly-owned  subsidiary  of the  Company,  CoreComm
Limited,  acquired the stock of Digicom,  Inc. and certain  operating assets and
related liabilities of the Wireless Outlet and OCOM Corporation.  Digicom,  Inc.
is a reseller of Centrex services based in Cleveland,  Ohio. The Wireless Outlet
is a reseller of primarily prepaid cellular and paging service in Ohio and other
locations in the United States.  OCOM Corporation is competitive  local exchange
carrier  ("CLEC") on a resale  basis as well as a reseller of long  distance and
cellular service.  The OCOM CLEC business is based in Ohio and the long distance
and  cellular  businesses  operate  in Ohio and other  locations  in the  United
States.  Aside from the cellular long distance resale  business,  which has been
operating for approximately seven years, these businesses are in early stages of
development.  These  acquisitions  have been  accounted for as  purchases,  and,
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.  The aggregate  purchase price for these  acquisitions  was cash of
$3,787,000  which exceeded the fair value of the net tangible assets acquired by
$2,409,000,  which is classified as goodwill. The goodwill is being amortized on
a straight-line basis over 10 years.

The Company  intends to spin-off  CoreComm  Limited and its  subsidiaries to the
Company's  shareholders.  The Company intends to make a capital  contribution of
$150,000,000  to CoreComm  Limited in cash or in-kind prior to the spin-off (see
Note 1).


                                       6

<PAGE>


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


NOTE B - ACQUISITIONS (CONTINUED)

The pro forma  unaudited  consolidated  results of operations for the six months
ended June 30, 1998 and 1997 assuming consummation of the acquisitions described
above as of the beginning of the periods are as follows:

                                                        SIX MONTHS ENDED
                                                             JUNE 30
                                                -------------------------------
                                                     1998              1997
                                                -------------------------------

 Total revenue                                  $  86,588,000     $  80,707,000
 Income (loss) before extraordinary item           (1,101,000)          416,000
 Net (loss)                                        (1,101,000)       (3,426,000)
 Basic net (loss) per common share:
    Income (loss) before extraordinary item              (.08)              .03
    Net (loss)                                           (.08)             (.26)
 Diluted net (loss) per common share:
    Income (loss) before extraordinary item              (.08)              .03
    Net (loss)                                           (.08)             (.26)

NOTE C - UNAMORTIZED LICENSE ACQUISITION COSTS

Unamortized license acquisition costs consist of:

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

 Deferred cellular and LMDS license costs       $  31,291,000     $   5,935,000
 Excess of purchase price paid over the fair
    market value of tangible assets acquired      207,052,000       189,466,000
                                                -------------------------------
                                                  238,343,000       195,401,000
 Accumulated amortization                          40,829,000        37,934,000
                                                -------------------------------
                                                $ 197,514,000     $ 157,467,000
                                                ===============================

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.


                                       7
<PAGE>


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


NOTE C - UNAMORTIZED LICENSE ACQUISITION COSTS (CONTINUED)

An indirect  subsidiary  of CoreComm  Limited,  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. 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.  The FCC has
allocated  two blocks of  frequencies  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. In June 1998, Cortelyou paid
its bid and the FCC issued the licenses. Cortelyou incurred costs of $115,000 in
connection with the auction and its license application.

NOTE D - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of:

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

     Land                                       $   1,951,000      $   1,951,000
     Office building                                9,922,000          9,922,000
     Operating equipment                          136,462,000        127,534,000
     Office furniture and other equipment          31,804,000         24,546,000
     Rental equipment                               2,596,000          1,745,000
     Construction in progress                       8,770,000         12,533,000
                                                --------------------------------
                                                  191,505,000        178,231,000
     Accumulated depreciation                      62,459,000         49,780,000
                                                --------------------------------
                                                $ 129,046,000      $ 128,451,000
                                                ================================



                                       8

<PAGE>


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


NOTE E - ACCRUED EXPENSES

Accrued expenses consists of:

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

  Accrued compensation                            $  1,783,000     $    765,000
  Accrued equipment purchases                          246,000        1,427,000
  Accrued franchise, property and income taxes       4,091,000        3,489,000
  Commissions payable                                1,092,000        1,143,000
  Subscriber deposits                                1,425,000        1,544,000
  Other                                              3,623,000        3,362,000
                                                  -----------------------------
                                                  $ 12,260,000     $ 11,730,000
                                                  =============================

NOTE F - LONG-TERM DEBT

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

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

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


                                       9

<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:
<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                                      JUNE 30                               JUNE 30
                                                       ------------------------------------------------------------------------
                                                             1998                1997               1998                1997
                                                       ------------------------------------------------------------------------
<S>                                                    <C>                 <C>                 <C>                 <C>

   Numerator:
   Income before extraordinary item                    $     933,000       $  1,527,000        $  2,005,000        $  1,931,000
   Extraordinary item                                              -            (12,000)                  -          (3,842,000)
                                                       ------------------------------------------------------------------------
   Net income (loss)                                         933,000          1,515,000           2,005,000          (1,911,000)
                                                       ------------------------------------------------------------------------

   Denominator for basic net income (loss) per
      common share                                        13,184,000         13,074,000          13,183,000          13,072,000
   Effect of dilutive securities:
      Stock options                                        1,305,000            120,000             772,000             225,000
                                                       ------------------------------------------------------------------------
   Denominator for diluted net income (loss) per
      common share                                        14,489,000         13,194,000          13,955,000          13,297,000
                                                       ------------------------------------------------------------------------

   Basic net income (loss) per common share:
      Income before extraordinary item                 $         .07       $        .12        $        .15        $        .15
      Extraordinary item                                           -                  -                   -                (.29)
                                                       ------------------------------------------------------------------------
      Net income (loss)                                $         .07       $        .12        $        .15        $       (.14)
                                                       ========================================================================

   Diluted net income (loss) per common share:
      Income before extraordinary item                 $         .06       $        .12        $        .14        $        .15
      Extraordinary item                                           -                  -                   -                (.29)
                                                       ------------------------------------------------------------------------
      Net income (loss)                                $         .06       $        .12        $        .14        $       (.14)
                                                       ========================================================================
</TABLE>

NOTE H - COMMITMENTS AND CONTINGENT LIABILITIES

As of June 30,  1998,  the  Company  was  committed  to  purchase  approximately
$4,300,000  for  cellular  network  and  other  equipment  and for  construction
services.  In addition,  as of June 30,  1998,  the Company had  commitments  to
purchase telephones, pagers and accessories of approximately $700,000.

In 1992, the Company  entered into an agreement  which in effect  provides for a
twenty  year  license to use its  service  mark 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.


                                       10

<PAGE>


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


NOTE I - NEW BANK LOAN AND SPIN-OFF OF CORECOMM LIMITED

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. Services has borrowed $155,000,000 which, along with cash on hand
of  $7,000,000,  was used to repay  amounts  due to Cellular  Communications  of
Puerto Rico,  Inc.  ("CCPR") (a  wholly-owned  subsidiary of the Company and the
parent of Services) of  $30,000,000,  to purchase a 23.5% interest in SJCTC from
CCPR for cash of  $120,000,000,  to pay fees incurred in connection with the new
bank  loan of  approximately  $3,000,000  and to make a term  loan to  SJCTC  of
$8,900,000 in order for SJCTC to repay its note payable to a third party,  which
repayment was a condition of the bank loan. CCPR used  $30,000,000 to repay most
of its loan  payable  to the  Company,  and  CCPR  made a cash  distribution  of
$120,000,000  to the  Company.  The  Company  is  planning  to  make  a  capital
contribution to CoreComm Limited of $150,000,000 in cash or in-kind and spinning
out 100% of CoreComm Limited and its subsidiaries 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
August 12, 1998 was 8%. The terms also include an unused  commitment fee of 0.5%
per annum which is payable  quarterly.  Principal payments commence on September
30,  2001 based on two  amortization  schedules.  One  schedule is for the first
$95,000,000  borrowed  which  includes  quarterly  payments until June 2006. The
other  schedule  is for the  remainder  of the amount  borrowed  which  includes
quarterly payments until June 2005.

In connection with the bank loan, CCPR has pledged to the banks the stock of its
subsidiaries  and CCPR and its  subsidiaries  have  given the  banks a  security
interest in their assets.  CCPR 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
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 and  subsidiaries  maintain
certain ratios of indebtedness to cash flow, fixed charges to cash flow and debt
service to cash flow.

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


                                       11

<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 its wholly-owned  subsidiary,  CoreComm  Limited,  has recently acquired
three  communications  related  businesses in the United States and was the high
bidder for 15 LMDS  licenses in Ohio. As a result of  acquisitions  in April and
June 1998,  the Company  consolidated  the results of operations of the acquired
businesses from the dates of acquisition. The results of the acquired businesses
are not included in the 1997 consolidated results.

                              RESULTS OF OPERATIONS

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

Service  revenue  increased to $38,308,000  from  $34,694,000.  Service  revenue
includes  $1,200,000 in 1998 from acquired  businesses.  For CCPR'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 second  quarter  decreasing to $55 in 1998 from
$68 in 1997. Ending subscribers were 234,400 and 175,500 as of June 30, 1998 and
1997,  respectively.  Ending pagers in use were 53,400 and 39,400 as of June 30,
1998 and 1997, respectively.

The income  (loss) from  equipment,  before  depreciation  of rental  equipment,
increased to income of $665,000 from a loss of $550,000  primarily  because CCPR
is not selling telephones below their cost to prepaid subscribers. Reductions in
the cost of cellular telephones also contributed to this change. The income from
equipment in 1998 includes $45,000 from acquired businesses.

Operating expenses  increased to $5,303,000 from $4,338,000.  Operating expenses
include  $1,052,000 in 1998 from acquired  businesses.  For CCPR's  cellular and
paging business in Puerto Rico and the U.S. Virgin Islands,  operating  expenses
decreased  to  $4,251,000  from  $4,338,000  primarily  due  to a  reduction  in
interconnection charges, offset by additional costs associated with the expanded
network (including paging operations). CCPR's operating expenses as a percentage
of service revenue decreased to 11.4% in 1998 from 12.5% in 1997.

Selling,  general and  administrative  expenses  increased to  $19,058,000  from
$18,429,000.  Selling, general and administrative expenses include $1,417,000 in
1998 from acquired  businesses  and general and  administrative  expenses of the
Company of $832,000 in 1998 and $347,000 in 1997. For CCPR's cellular and paging
business  in Puerto  Rico and the U.S.  Virgin  Islands,  selling,  general  and
administrative expenses decreased to $16,809,000 from $18,082,000 as a result of
all of the  following:  a decrease  in selling  and  marketing  costs,  bad debt
expense and subscriber  billing expense.  The decreases in selling and marketing
costs,  bad debt expense 


                                       12
<PAGE>


                     CoreComm Incorporated and Subsidiaries


and  subscriber  billing  expense  were 70%,  22% and 8%,  respectively,  of the
$1,273,000  decrease.  These  decreases were partially  offset by an increase in
property  taxes due to an  increase in taxable  property  which was (28)% of the
decrease.

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

Depreciation  expense increased to $6,423,000 from $4,186,000  primarily because
of an increase in property, plant and equipment.

Amortization  expense  increased  to  $1,710,000  from  $1,654,000  due  to  the
amortization of goodwill as a result of the acquisitions in 1998.

Interest income and other, net, decreased to $494,000 from $1,282,000  primarily
due to a decrease in interest income on short term investments.

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

The provision for income taxes increased to $370,000 from $17,000 primarily as a
result of an increase in Puerto Rico or U.S.  Virgin  Islands  taxable income of
certain of the Company's consolidated subsidiaries.

The loss  from  early  extinguishment  of debt of  $12,000  in 1997 is due to an
adjustment to the estimated Puerto Rico income tax benefit from the loss.

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

Service  revenue  increased to $72,767,000  from  $68,046,000.  Service  revenue
includes  $1,200,000 in 1998 from acquired  businesses.  For CCPR'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 six months ended June 30  decreasing to $55 in
1998 from $68 in 1997.  Ending  subscribers  were 234,400 and 175,500 as of June
30, 1998 and 1997, respectively.  Ending pagers in use were 53,400 and 39,400 as
of June 30, 1998 and 1997, respectively.

The income  (loss) from  equipment,  before  depreciation  of rental  equipment,
increased to income of $1,044,000  from a loss of $1,410,000  primarily  because
CCPR  is not  selling  telephones  below  their  cost  to  prepaid  subscribers.
Reductions in the cost of cellular  telephones also  contributed to this change.
The income from equipment in 1998 includes $45,000 from acquired businesses.

Operating expenses  increased to $9,418,000 from $8,228,000.  Operating expenses
include  $1,052,000 in 1998 from acquired  businesses.  For CCPR's  cellular and
paging businesses in Puerto Rico and the U.S. Virgin Islands, operating expenses
increased to $8,366,000 from 


                                       13
<PAGE>


                     CoreComm Incorporated and Subsidiaries


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

Selling,  general and  administrative  expenses  decreased to  $35,687,000  from
$36,478,000.  Selling, general and administrative expenses include $1,417,000 in
1998 from acquired  businesses  and general and  administrative  expenses of the
Company of  $1,328,000  in 1998 and  $497,000 in 1997.  For CCPR's  cellular and
paging businesses in Puerto Rico and the U.S. Virgin Islands,  selling,  general
and  administrative  expenses  decreased to  $32,942,000  from  $35,981,000 as a
result of all of the following:  a decrease in selling and marketing  costs, bad
debt  expense and  subscriber  billing  expense.  The  decreases  in selling and
marketing costs,  bad debt expense and subscriber  billing expense were 38%, 38%
and 11%,  respectively,  of the total $3,039,000 decrease.  These decreases were
partially  offset by an increase in property taxes due to an increase in taxable
property which was (23)% of the decrease.

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

Depreciation  expense increased to $12,369,000 from $7,992,000 primarily because
of an increase in property, plant and equipment.

Amortization  expense  increased to $3,400,000 from $3,211,000  primarily due to
the  amortization of goodwill as a result of the  acquisitions in 1998 and to an
increase in license acquisition costs.

Interest  income  and  other,  net,  decreased  to  $1,180,000  from  $1,985,000
primarily due to a decrease in interest income on short term investments.

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

The provision for income taxes decreased to $836,000 from  $1,345,000  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,  CCPR  recorded  an
extraordinary  loss of $4,067,000 in 1997 ($3,842,000 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   $16,700,000  in  the  remainder  of  1998  for
contemplated additions to the cellular network, the paging network and for other
non-cell site related capital expenditures.  CCPR's commitments at June 30, 1998
of $2,600,000  for cellular  


                                       14
<PAGE>


                     CoreComm Incorporated and Subsidiaries


network and other  equipment and for  construction  services are included in the
total  anticipated  expenditures.  In addition,  CoreComm  Limited has purchased
commitments of approximately $1,700,000 as of June 30, 1998.

CoreComm  Limited 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
$150,000,000  in cash or in-kind to CoreComm  Limited and  spinning  out 100% of
CoreComm Limited to the Company's  shareholders.  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.  Services has borrowed
$155,000,000  which,  along with cash on hand of  $7,000,000,  was used to repay
amounts due to CCPR (the parent of Services) of $30,000,000, to purchase a 23.5%
interest in SJCTC from CCPR for cash of  $120,000,000,  to pay fees  incurred in
connection with the new bank loan of approximately $3,000,000 and to make a term
loan to SJCTC of  $8,900,000  in order for SJCTC to repay its note  payable to a
third  party,  which  repayment  was a  condition  of the bank  loan.  CCPR used
$30,000,000  to repay most of its loan payable to the  Company,  and CCPR made a
cash  distribution of  $120,000,000  to the Company.  The Company is planning to
make a capital  contribution  to  CoreComm  Limited of  $150,000,000  in cash or
in-kind prior to the spin-off.

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
August 12, 1998 was 8%. The terms also include an unused  commitment fee of 0.5%
per annum which is payable  quarterly.  Principal payments commence on September
30,  2001 based on two  amortization  schedules.  One  schedule is for the first
$95,000,000  borrowed  which  includes  quarterly  payments until June 2006. The
other  schedule  is for the  remainder  of the amount  borrowed  which  includes
quarterly payments until June 2005.

In connection with the bank loan, CCPR has pledged to the banks the stock of its
subsidiaries  and CCPR and its  subsidiaries  have  given the  banks a  security
interest in their assets.  CCPR 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
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 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 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 


                                       15

<PAGE>


                     CoreComm Incorporated and Subsidiaries


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,  (iii)  create  liens,  (iv) sell  assets,  (v) enter into
mergers or consolidations or (vi) sell or issue stock of subsidiaries.

The Company will be highly  leveraged after the spin-off of CoreComm Limited and
as a result of the new bank  loan.  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.

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 June 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  $20,219,000  and $14,428,000 for the
six months ended June 30, 1998 and 1997, respectively. The increase is primarily
a result of an increase in operating  income and changes in operating assets and
liabilities.  Purchases of property,  plant and equipment of $13,307,000 in 1998
were  primarily  for  additional  cell sites and  increased  capacity  in CCPR's
cellular and paging networks,  including $232,000 for CoreComm Limited property,
plant and  equipment  purchases.  In 1998,  an indirect  subsidiary  of CoreComm
Limited,  Cortelyou  Communications  Corp., acquired 15 Block A LMDS licenses in
Ohio for cash of $25,241,0000  plus $115,000 in auction and license  application
related costs (an aggregate of  $25,356,000).  In January 1998,  SJCTC purchased
the FCC license to own and operate the  non-wireline  cellular  system in Puerto
Rico  RSA-4  (Aibonito)  and all of the  assets of the  system in  exchange  for
$8,400,000 in cash and a promissory note in the amount of $8,900,000.  Including
costs incurred in connection with the  acquisition of $286,000,  total cash paid
was  $8,686,000.   CoreComm  Limited  acquired  three   communications   related
businesses in the United States for cash of $3,715,000 (net of cash acquired).


                                       16

<PAGE>


                     CoreComm Incorporated and Subsidiaries


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

YEAR 2000

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

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 for CCPR's business and in Ohio and certain other portions of the United
States for CoreComm Limited's  business,  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.


                                       17
<PAGE>


                     CoreComm Incorporated and Subsidiaries


PART II.  OTHER INFORMATION

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          On June 3, 1998, the Company held its annual meeting of  stockholders.
          The following management proposals were adopted: (i) the reelection of
          Alan J.  Patricof and Warren Potash to the Board of Directors and (ii)
          the  ratification  of  the  selection  of  Ernst  &  Young  LLP as the
          Company's independent auditors for 1998.

          The  stockholders  approved the election of Alan J. Patricof by a vote
          of 13,128,097  shares in favor and 9,203 shares  withheld from voting.
          The  stockholders  approved the election of Warren Potash by a vote of
          13,128,097 shares in favor and 9,203 shares withheld from voting.  The
          stockholders  approved  the second  proposal  by a vote of  13,129,796
          shares in favor, 2,371 shares against and 5,133 shares abstaining from
          voting.

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  June 30,  1998,  the  Company  filed  the
          following current reports on Form 8-K:

          (i)  Report  dated  April 21,  1998,  reporting  under  Item 5,  Other
               Events,  that  the  Company  acquired  all of the  assets  of the
               Wireless Outlet.

          (ii) Report dated June 10, 1998, reporting under Item 5, Other Events,
               that the Company filed a Form 10 Registration  Statement with the
               Securities and Exchange Commission.

          No financial statements were filed with these reports.


                                       18

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



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



                                       19