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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 1999

                                       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)

             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) 355-3466
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                               Yes   X   No
                                   -----    -----

The number of shares  outstanding  of the issuer's  common stock as of March 31,
1999 was 13,438,770.




<PAGE>

                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries

                                      Index



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

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets -
         March 31, 1999 and December 31, 1998 .............................   2

         Condensed Consolidated Statements of Income -
         Three months ended March 31, 1999 and 1998 .......................   3

         Condensed Consolidated Statement of Shareholders'
         (Deficiency) - Three months ended March 31, 1999 .................   4

         Condensed Consolidated Statements of Cash Flows -
         Three months ended March 31, 1999 and 1998 .......................   5

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

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition ...............................  10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk .......  15

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

Item 6.  Exhibits and Reports on Form 8-K .................................  16

SIGNATURES.................................................................  17
----------

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                                                         MARCH 31,       DECEMBER 31,
                                                                            1999            1998
                                                                      -------------------------------
                                                                       (Unaudited)        (See Note)
<S>                                                                   <C>               <C>   
ASSETS
Current assets:
   Cash and cash equivalents                                          $  29,437,000     $  36,528,000
   Marketable securities                                                 20,898,000        19,482,000
   Accounts receivable - trade, less allowance for doubtful
     accounts of $1,162,000 (1999) and $1,582,000 (1998)                 17,299,000        18,806,000
   Equipment inventory                                                   10,929,000         7,635,000
   Prepaid expenses and other current assets                              4,700,000         5,575,000
                                                                      -------------------------------
Total current assets                                                     83,263,000        88,026,000

Property, plant and equipment, net                                      128,961,000       125,422,000
Unamortized license acquisition costs                                   168,116,000       169,453,000
Deferred financing costs, less accumulated amortization
   of $1,732,000 (1999) and $1,446,000 (1998)                             8,435,000         8,721,000
Other assets, less accumulated amortization of
   $1,061,000 (1999) and $957,000 (1998)                                  1,082,000         1,197,000
                                                                      -------------------------------
                                                                      $ 389,857,000     $ 392,819,000
                                                                      ===============================
LIABILITIES AND SHAREHOLDERS' (DEFICIENCY)
Current liabilities:
   Accounts payable                                                   $  12,966,000     $  15,003,000
   Accrued expenses                                                      17,738,000        16,772,000
   Due to affiliates                                                        192,000           716,000
   Interest payable                                                       3,363,000         8,367,000
   Deferred revenue                                                       6,994,000         6,335,000
                                                                      -------------------------------
Total current liabilities                                                41,253,000        47,193,000

Long-term debt                                                          355,000,000       355,000,000
Obligation under capital lease                                            9,078,000         9,157,000
Commitments and contingent liabilities

Shareholders' (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 13,822,000 (1999) and 13,757,000 (1998) shares                  138,000           138,000
   Additional paid-in capital                                            98,428,000        98,234,000
   Deferred stock option expense                                        (13,667,000)      (16,287,000)
   (Deficit)                                                            (91,311,000)      (91,554,000)
                                                                      -------------------------------
                                                                         (6,412,000)       (9,469,000)
   Treasury stock - at cost, 383,000 shares                              (9,062,000)       (9,062,000)
                                                                      -------------------------------
                                                                        (15,474,000)      (18,531,000)
                                                                      -------------------------------
                                                                      $ 389,857,000     $ 392,819,000
                                                                      ===============================
</TABLE>

Note:  The balance  sheet at December 31, 1998 has been derived from the audited
financial statements at that date.

See accompanying notes.


                                       2

<PAGE>

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

                                                           THREE MONTHS ENDED
                                                                 MARCH 31
                                                   ---------------------------------
                                                        1999                 1998
                                                   ---------------------------------
<S>                                                <C>                  <C>  
REVENUES:
Service revenue                                    $ 40,849,000         $ 34,459,000
Equipment revenue                                     7,446,000            4,954,000
                                                   ---------------------------------
                                                     48,295,000           39,413,000

COSTS AND EXPENSES:                                                       
Cost of equipment sold                                6,788,000            4,575,000
Operating expenses                                    3,881,000            4,115,000
Selling, general and administrative expenses         16,965,000           16,629,000
Stock option expense                                  2,620,000                    -
Depreciation of rental equipment                        360,000              241,000
Depreciation expense                                  7,063,000            5,946,000
Amortization expense                                  1,696,000            1,690,000
                                                   ---------------------------------
                                                     39,373,000           33,196,000
                                                   ---------------------------------
Operating income                                      8,922,000            6,217,000

OTHER INCOME (EXPENSE):
Interest income and other, net                          357,000              686,000
Interest expense                                     (8,194,000)          (5,365,000)
                                                   ---------------------------------
Income before income tax provision                    1,085,000            1,538,000
Income tax provision                                   (842,000)            (466,000)
                                                   ---------------------------------
Net income                                         $    243,000         $  1,072,000
                                                   =================================

Net income per common share                        $        .02         $        .08
                                                   =================================
Net income per common share-assuming dilution      $        .01         $        .08
                                                   =================================
</TABLE>


See accompanying notes.


                                       3

<PAGE>

                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries
         Condensed Consolidated Statement of Shareholders' (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,     13,757,000     $ 138,000      $ 98,234,000    $ (16,287,000)   $ (91,554,000)   (383,000)   $ (9,062,000)
1998

Exercise of stock             65,000             -           194,000
options
Stock option expense                                                        2,620,000
Net income for the
   three months ended                                                                          243,000
   March 31, 1999
                         ---------------------------------------------------------------------------------------------------------
Balance, March 31, 1999  13,822,000      $ 138,000      $ 98,428,000    $ (13,667,000)   $ (91,311,000)   (383,000)   $ (9,062,000)
                         =========================================================================================================
</TABLE>
 
See accompanying  notes.


                                       4

<PAGE>

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

                                                                           THREE MONTHS ENDED
                                                                                MARCH 31
                                                                    -------------------------------
                                                                         1999               1998
                                                                    -------------------------------
<S>                                                                 <C>              <C>  
Net cash provided by operating activities                           $   5,088,000    $    6,427,000
                                                                    -------------------------------

INVESTING ACTIVITIES
Payment of the LMDS auction deposit                                             -       (20,000,000)
Purchase of cellular license interest                                           -        (8,686,000)
Payment in connection with an acquisition                                       -        (2,000,000)
Purchase of property, plant and equipment                             (10,885,000)       (7,661,000)
Purchase of marketable securities                                      (9,194,000)      (35,391,000)
Proceeds from maturities of marketable securities                       7,778,000        65,929,000
                                                                    -------------------------------
Net cash (used in) investing activities                               (12,301,000)       (7,809,000)
                                                                    -------------------------------

FINANCING ACTIVITIES
Principal payments of capital lease obligation                            (72,000)          (65,000)
Proceeds from exercise of stock options                                   194,000                 -
                                                                    -------------------------------
Net cash provided by (used in) financing activities                       122,000           (65,000)
                                                                    -------------------------------

(Decrease) in cash and cash equivalents                                (7,091,000)       (1,447,000)
Cash and cash equivalents at beginning of period                       36,528,000        11,783,000
                                                                    -------------------------------
Cash and cash equivalents at end of period                          $  29,437,000    $   10,336,000
                                                                    ===============================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest exclusive
    of amounts capitalized                                          $  13,198,000    $   10,188,000
Income taxes paid                                                         594,000           292,000

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Liabilities incurred to acquire property, plant and equipment       $   5,262,000    $    1,938,000
Liability incurred in connection with LMDS auction deposit                      -         5,241,000
Long-term debt issued to acquired cellular license interest                     -         8,900,000

</TABLE>

See accompanying notes.

                                       5

<PAGE>

                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three months ended March 31, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December 31, 1999. 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, 1998.

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards 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.

NOTE B - MERGER AGREEMENT

On May 3, 1999, the Company announced that it had entered into an agreement with
SBC  Communications  Inc.  ("SBC")  under  which  it  would  be  acquired  in  a
transaction  valued at $29.50 per outstanding share. The announcement also noted
that SBC had  formed a joint  venture  with  Telefonos  de Mexico  S.A.  de C.V.
("Telmex") to effect the acquisition.

SBC and Telmex through the joint venture will pay shareholders  $29.50 per share
and assume the  outstanding  debt of the Company.  The companies aim to complete
the merger by late third quarter,  pending a vote by the Company's  shareholders
and regulatory approvals.

NOTE C - UNAMORTIZED LICENSE ACQUISITION COSTS

Unamortized license acquisition costs consist of:

                                                    MARCH 31,       DECEMBER 31,
                                                      1999              1998
                                                 -------------------------------
                                                  (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       207,052,000
                                                 -------------------------------
                                                   212,987,000       212,987,000
  Accumulated amortization                          44,871,000        43,534,000
                                                 -------------------------------
                                                 $ 168,116,000     $ 169,453,000
                                                 ===============================

                                       6

<PAGE>

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

NOTE D - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of:
                                                    MARCH 31,       DECEMBER 31,
                                                      1999             1998
                                                 ------------------------------
                                                  (Unaudited)

  Land                                           $   1,951,000    $   1,951,000
  Office building                                    9,922,000        9,922,000
  Operating equipment                              149,700,000      142,252,000
  Office furniture and other equipment              37,589,000       33,909,000
  Rental equipment                                   3,786,000        3,413,000
  Construction in progress                           8,764,000        8,387,000
                                                 ------------------------------
                                                   211,712,000      199,834,000
  Accumulated depreciation                          82,751,000       74,412,000
                                                 ------------------------------
                                                 $ 128,961,000    $ 125,422,000
                                                 ==============================

NOTE E - ACCRUED EXPENSES

Accrued expenses consist of:
                                                    MARCH 31,      DECEMBER 31,
                                                      1999             1998
                                                 ------------------------------
                                                   (Unaudited)

  Accrued compensation                           $   1,070,000     $  1,309,000
  Accrued franchise, property and income taxes       6,900,000        6,152,000
  Commissions payable                                  852,000        1,237,000
  Accrued equipment purchases                        4,362,000        2,340,000
  Subscriber deposits                                1,441,000        1,384,000
  Other                                              3,113,000        4,350,000
                                                 ------------------------------
                                                 $  17,738,000     $ 16,772,000
                                                 ==============================

NOTE F - LONG-TERM DEBT

Long-term debt consists of:
                                                    MARCH 31,      DECEMBER 31,
                                                      1999             1998
                                                 ------------------------------
                                                   (Unaudited)

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

                                       7
<PAGE>

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


NOTE G - NET INCOME PER COMMON SHARE

The following  table sets forth the  computation of basic and diluted net income
per common share:
<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                                         MARCH 31
                                                             --------------------------------
                                                                  1999               1998
                                                             --------------------------------
<S>                                                          <C>                 <C>  
  Numerator:
  Net income                                                 $    243,000        $  1,072,000
                                                             --------------------------------

  Denominator for basic net income per common share            13,422,000          13,182,000
  Effect of dilutive securities:
    Stock options                                               3,548,000             105,000
                                                             --------------------------------
  Denominator for diluted net income per common share          16,970,000          13,287,000
                                                             --------------------------------

  Basic net income per common share                          $        .02        $        .08
                                                             ================================

  Diluted net income per common share                        $        .01        $        .08
                                                             ================================
</TABLE>

NOTE H - DEFERRED STOCK OPTION EXPENSE

In connection with the  distribution of all the common stock of CoreComm Limited
to the Company's  shareholders in 1998, the Company made an equitable adjustment
to certain employee and non-employee  director stock options. The deferred stock
option  expense  included  in  shareholders'  deficiency  was a non-cash  charge
recorded in accordance with APB Opinion No. 25,  "Accounting for Stock Issued to
Employees"  as a result of the new  measurement  date.  The  Company  recognized
$2,620,000 as a non-cash stock option charge in the three months ended March 31,
1999. The remaining $13,667,000 will be charged to stock option expense over the
vesting period of the stock options as follows:  $7,861,000 in 1999,  $4,550,000
in 2000 and $1,256,000 in 2001.

NOTE I - COMMITMENTS AND CONTINGENT LIABILITIES

As of March 31,  1999,  the Company  was  committed  to  purchase  approximately
$2,500,000  for  cellular  network  and  other  equipment  and for  construction
services.  In addition,  as of March 31, 1999,  the Company had  commitments  to
purchase   cellular   telephones,   pagers  and  accessories  of   approximately
$3,700,000.

                                       8

<PAGE>

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


NOTE I - COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)

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 the 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
1999 were $302,000, which were determined by the size of the Company's markets.




                                       9

<PAGE>
         
                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries

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

On May 3, 1999, the Company announced that it had entered into an agreement with
SBC  Communications  Inc.  ("SBC")  under  which  it  would  be  acquired  in  a
transaction  valued at $29.50 per outstanding share. The announcement also noted
that SBC had  formed a joint  venture  with  Telefonos  de Mexico  S.A.  de C.V.
("Telmex") to effect the acquisition.

SBC and Telmex through the joint venture will pay shareholders  $29.50 per share
and assume the  outstanding  debt of the Company.  The companies aim to complete
the merger by late third quarter,  pending a vote by the Company's  shareholders
and regulatory approvals.

                              RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 AND 1998
------------------------------------------

Service revenue increased to $40,849,000 from $34,459,000. Lower average revenue
and  minutes of use of new prepaid  subscribers  and the  selection  by existing
subscribers  of alternate  rate plans  resulted in average  monthly  revenue per
cellular  subscriber for the first quarter decreasing to $43 in 1999 from $56 in
1998. The Company expects these trends to continue for the  foreseeable  future.
Ending  subscribers  were  332,600  and  211,900 as of March 31,  1999 and 1998,
respectively.  Ending  pagers in use were 58,800 and 51,600 as of March 31, 1999
and 1998, respectively.

The income from equipment, before depreciation of rental equipment, increased to
$658,000 from $379,000  primarily because the Company is not selling  telephones
below  their cost to prepaid  subscribers.  Reductions  in the cost of  cellular
telephones also  contributed to this change.  The Company intends to continue to
sell telephones at or above cost to prepaid subscribers. The Company expects the
growth in prepaid  subscribers  to continue,  therefore the Company  expects the
trend in equipment income to continue for the foreseeable future.

Operating  expenses  decreased to $3,881,000 from $4,115,000  primarily due to a
reduction in interconnection expense, offset by additional costs associated with
the expanded network  (including  paging  operations).  Operating  expenses as a
percentage of service revenue decreased to 10% in 1999 from 12% in 1998.

Selling,  general and  administrative  expenses  increased to  $16,965,000  from
$16,629,000.  Selling,  general and administrative  expenses include general and
administrative  expenses of the parent  company of $467,000 in 1999 and $496,000
in 1998. For the Company's  cellular and paging  business in Puerto Rico and the
U.S. Virgin Islands,  selling,  general and administrative expenses increased to
$16,498,000 from $16,133,000 as a result of all of the following: an increase in
selling and marketing costs,  property taxes and subscriber billing expense. The
increases in selling and marketing costs,  property taxes and subscriber billing
expense were 173%, 54% and 45%,  respectively,  of the $365,000 increase.  These
increases  were  partially  offset by a decrease in bad debt  expense  which was
(176%) of the increase.

                                       10

<PAGE>
         
                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries


Stock option  expense of  $2,620,000  in 1999 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
to the Company's  shareholders  in 1998. The Company has $13,667,000 of deferred
stock option expense as of March 31, 1999 that will be charged as non-cash stock
option  expense  over the  vesting  period  of the  stock  options  as  follows:
$7,861,000 in 1999, $4,550,000 in 2000 and $1,256,000 in 2001.

Depreciation of rental  equipment  increased to $360,000 from $241,000 due to an
increase in the number of rental telephones and pagers.

Depreciation  expense increased to $7,063,000 from $5,946,000  primarily because
of an increase in property, plant and equipment.

Amortization expense increased to $1,696,000 from $1,690,000 primarily due to an
increase in deferred financing costs.

Interest income and other,  net,  decreased to $357,000 from $686,000  primarily
due to a decrease in interest income on short-term investments.

Interest expense  increased to $8,194,000 from $5,365,000 as a result of the new
bank loan commencing in August 1998.

The provision  for income taxes  increased to $842,000 from $466,000 as a result
of an increase in Puerto Rico and U.S.  Virgin Islands taxable income of certain
of the Company's consolidated subsidiaries.

                         LIQUIDITY AND CAPITAL RESOURCES

The Company  requires  capital to expand its Puerto Rico and U.S. Virgin Islands
cellular  and paging  network and for debt  service.  The  Company is  currently
adding cell sites and  increasing  capacity  throughout its Puerto Rico and U.S.
Virgin Islands markets. The Company expects to use approximately  $28,000,000 in
the remainder of 1999 for contemplated  additions to the cellular  network,  the
paging network,  and for other non-cell site related capital  expenditures.  The
Company's  commitments at March 31, 1999 of $2,500,000 for cellular  network and
other  equipment  and  for  construction  services  are  included  in the  total
anticipated  expenditures.  The  Company  expects  to  be  able  to  meet  these
requirements  with cash, cash equivalents and marketable  securities on hand and
cash from operations.

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  $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

                                       11

<PAGE>

         
                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries


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 March 31,  1999 was 7.62%.  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, 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, which guarantee is full, joint and several.  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").  The  Notes  are  unconditionally
guaranteed by CCPR, Inc., which guarantee is full, joint and several.  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 covenants with respect to Services,  CCPR, Inc. and certain subsidiaries
that  limit  their  ability  to,  among  other  things,   (i)  incur  additional
indebtedness,  (ii) pay  dividends  or make other  distributions  or  restricted
payments,  (iii)  create  liens,  (iv) sell  assets,  (v) enter into  mergers or
consolidations or (vi) sell or issue stock of subsidiaries.

The Company is highly leveraged. 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 own obligations at least through the next twelve months with
cash, cash equivalents and marketable securities on hand.

                                       12

<PAGE>

         
                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries


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 may
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  foregoing.  The  particular  measures  the  Company  may
undertake  and the  ability of the Company to  accomplish  those  measures  will
depend on the  financial  condition of the Company and its  subsidiaries  at the
time,  as well as a number of factors  beyond the  control  of the  Company.  No
assurance can be given that any of the foregoing  measures can be  accomplished,
or can be accomplished on terms which are favorable to the Company.

Cash provided by operating  activities  was  $5,088,000  and  $6,427,000 for the
three  months  ended  March 31,  1999 and 1998,  respectively.  The  decrease is
primarily  due to  changes in  operating  assets and  liabilties.  Purchases  of
property,  plant  and  equipment  of  $10,885,000  in 1999  were  primarily  for
additional  cell sites and  increased  capacity in the  Company's  cellular  and
paging networks.

Write-offs of accounts receivable,  net of recoveries as a percentage of service
revenues was 2.6% for the three months ended March 31, 1999 compared to 3.6% for
the year ended December 31, 1998. This percentage  decreased because the Company
and its subsidiaries have increased prepaid subscribers.

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  has  incurred   approximately
$1,500,000  related to its Year 2000  project and  estimates  that it will incur
costs of $1,100,000 to complete the  renovation,  validation and  implementation
phases and achieve year 2000 readiness.

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  system.  The Company is also evaluating 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 has completed
the  assessment  of its IT systems and expects to complete the  remediation  and
testing of its IT systems year 2000  readiness by June 1999.  The  evaluation of
the  readiness  of the major  third-parties  is expected to be completed by June
1999. The Company is also reviewing its detailed contingency plans for potential
modifications  to  address  year 2000  issues.  This  review is  expected  to be
completed by June 1999.

                                       13
<PAGE>

         
                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries


The  Company  currently  believes  that the most  reasonably  likely  worst case
scenario with respect to the Year 2000 is the failure of the electric company or
the local exchange  telephone  company to be ready for the year 2000. This could
cause a temporary  interruption  in the  provision of service to customers or in
the Company's ability to complete telephone calls, or both. Either or both could
have a material  adverse  effect on  operations,  although it is not possible at
this time to  quantify  the amount of  revenues  and gross  profit that might be
lost, or the costs that could be incurred.  The contingency plan to address some
of  these  risks  involve  utilizing  back-up  power  supplies  and  alternative
interconnections,  which would require time to implement and may be  constrained
due to capacity and/or training  limitations.  The Company has had experience in
implementing its disaster recovery plan due to Hurricane  Georges,  which struck
Puerto  Rico and the U.S.  Virgin  Islands  in  September  1998 and  caused  the
electric  company and local  exchange  telephone  company to experience  service
interruptions.

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.

                                       14

<PAGE>

         
                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries


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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material  changes in the reported  market risks since the end
of the most recent fiscal year.


                                       15

<PAGE>


                  Cellular Communications of Puerto Rico, Inc.
                                and Subsidiaries

PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          27. Financial Data Schedule

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed by the  Company  during the  quarter
          ended March 31, 1999.


                                       16

<PAGE>

                                   SIGNATURES


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

                                        CELLULAR COMMUNICATIONS OF
                                        PUERTO RICO, INC.


Date:  May 12, 1999                     By: /s/ J. Barclay Knapp
                                           --------------------------------
                                           J. Barclay Knapp
                                           President



Date:  May 12, 1999                     By: /s/ Gregg Gorelick
                                           --------------------------------
                                           Gregg Gorelick
                                           Vice President-Controller
                                           (Principal Accounting Officer)
 


                                       17