Exhibit 10.6 
  
                CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. 
                    1998 NON-QUALIFIED STOCK OPTION PLAN 
  
  
 1.   PURPOSE; CONSTRUCTION.
  
      This Cellular Communications of Puerto Rico, Inc. 1998 Stock Option
 Plan (the "Plan"), is intended to encourage stock ownership by employees
 and directors of Cellular Communications of Puerto Rico, Inc. (formerly
 CoreComm Incorporated, the "Corporation") and its divisions and subsidiary
 and parent corporations and other affiliates, so that they may acquire or
 increase their proprietary interest in the Corporation, and to encourage
 such employees and directors to remain in the employ of the Corporation or
 its affiliates and to put forth maximum efforts for the success of the
 business.  Services of directors will be considered employment for purposes
 of this Plan. 
  
 2.   DEFINITIONS.
  
      As used in this Plan, the following words and phrases shall have the
 meanings indicated: 
  
           (a)  "AFFILIATE" shall have the meaning set forth in Rule 12b-2
      under Section 12 of the Exchange Act.
  
           (b)  "BENEFICIAL OWNER" shall have the meaning set forth in Rule
      13d-3 under the Exchange Act, except that a Person shall not be deemed
      to be the Beneficial Owner of any securities which are properly filed
      on a Form 13-G.
  
           (c)  "DISABILITY" shall mean an Optionee's inability to engage in
      any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to
      result in death or that has lasted or can be expected to last for a
      continuous period of not less than twelve (12) months.
  
           (d)  "EXCHANGE ACT" shall mean the Securities Exchange Act of
      1934, as amended from time to time.
  
           (e)  "FAIR MARKET VALUE" per share as of a particular date shall
      mean (i) if the shares of common stock, par value $.01 per share, of
      the Corporation ("Common Stock") are then traded on an over-the-
      counter market, the average of the closing bid and asked prices for
      the shares of Common Stock in such over-the-counter market on such
      date or on the last preceding date on which there was a sale of Common
      Stock in such market, (ii) if the shares of Common Stock are then
      admitted to quotation on the National Association of Securities
      Dealers Automated Quotation System ("NASDAQ") or other comparable
      quotation system and have been designated as a National Market System
      ("NMS") security, or if the shares of Common Stock are then listed on
      a national securities exchange, the closing sales price per share on
      such date or on the last preceding date on which there was a sale of
      such Common Stock on such exchange, or (iii) if the shares of Common
      Stock are not then traded in an over-the-counter market, admitted to
      quotation on NASDAQ or other comparable quotation system, or listed on
      a national securities exchange, such value as the Committee in its
      discretion may determine.
  
           (f)  "OPTION" shall mean an option to purchase shares of common
      stock of the corporation.

           (g)  "OPTIONEE" shall mean a person who has been granted an
      Option under the Plan.
  
           (h)  "PARENT CORPORATION" shall mean any corporation (other than
      the Corporation) in an unbroken chain of corporations ending with the
      employer corporation if, at the time of granting an Option, each of
      the corporations other than the employer corporation owns stock
      possessing fifty percent (50%) or more of the total combined voting
      power of all classes of stock in one of the other corporations in such
      chain.
  
           (i)  "PERSON" shall have the meaning given in Section 3(a)(9) of
      the Exchange Act, as modified and used in Sections 13(d) and 14(d)
      thereof, except that such term shall not include (i) the Corporation
      or any of its Affiliates, (ii) a trustee or other fiduciary holding
      securities under an employee benefit plan of the Corporation or any of
      its subsidiaries, (iii) an underwriter temporarily holding securities
      pursuant to an offering of such securities, or (iv) a corporation
      owned, directly or indirectly, by the stockholders of the Corporation
      in substantially the same proportions as their ownership of stock of
      the Corporation.
  
           (j)  "RULE 16b-3" shall mean Rule 16b-3 promulgated under Section
      16 of the Exchange Act (or any other comparable provisions in effect
      at the time or times in question).
  
           (k)  "SUBSIDIARY CORPORATION" shall mean any corporation (other
      than the Corporation) in an unbroken chain of corporations beginning
      with the employer corporation if, at the time of granting an Option,
      each of the corporations other than the last corporation in the
      unbroken chain owns stock possessing fifty percent (50%) or more of
      the total combined voting power of all classes of stock in one of the
      other corporations in such chain.
  
 3.   ADMINISTRATION.
  
      The Plan shall be administered by the Compensation and Option
 Committee of the Corporation's Board of Directors or such other committee
 appointed either by the Board of Directors of the Corporation (the "Board")
 or by such Compensation and Option Committee (the "Committee"); provided,
 however, to the extent determined necessary to satisfy the requirements for
 exemption from Section 16(b) of the Exchange Act with respect to the
 acquisition or disposition of securities hereunder, action by the Committee
 may be by a subcommittee of a committee of the Board composed solely of two
 or more "non-employee directors," within the meaning of Rule 16b-3,
 appointed by the Board or by the Compensation and Option Committee of the
 Board, or by a committee composed solely of two or more "non-employee
 directors," within the meaning of Rule 16b-3, as a result of the recusal of
 those members who do not qualify as non-employee directors. 
 Notwithstanding anything in the Plan to the contrary, and to the extent
 determined to be necessary to satisfy an exemption under Rule 16b-3 with
 respect to a grant hereunder (and, as applicable, with respect to the
 disposition to the Corporation of a security hereunder), or as otherwise
 determined advisable by the Committee, the terms of such grant and
 disposition under the Plan shall be subject to the prior approval of the
 Board.  Any prior approval of the Board, as provided in the preceding
 sentence, shall not otherwise limit or restrict the authority of the
 Committee to make grants under the Plan. 
  
      The Committee shall have the authority in its discretion, subject to
 and not inconsistent with the express provisions of the Plan, to administer
 the Plan and to exercise all the powers and authorities either specifically
 granted to it under the Plan or necessary or advisable in the
 administration of the Plan, including, without limitation, the authority to
 grant Options; to determine the purchase price of the shares of Common
 Stock covered by each Option (the "Option Price"); to determine the person
 to whom, and the time or times at which, Options shall be granted; to
 determine the number of shares to be covered by each Option; to interpret
 the Plan; to prescribe, amend and rescind rules and regulations relating to
 the Plan; to determine the terms and provisions of the Option Notices
 (which need not be identical) entered into in connection with Options
 granted under the Plan; and to make all other determinations deemed
 necessary or advisable for the administration of the Plan.  The Committee
 may delegate to one or more of its members or to one or more agents such
 administrative duties as it may deem advisable, and the Committee or any
 person to whom it has delegated duties as aforesaid may employ one or more
 persons to render advice with respect to any responsibility the Committee
 or such person may have under the Plan. 
  
      The Board shall fill all vacancies, however caused, in the Committee. 
 The Board may from time to time appoint additional members to the
 Committee, and may at any time remove one or more Committee members and
 substitute others.  One member of the Committee may be selected by the
 Board as chairman.  The Committee shall hold its meetings at such times and
 places, as it shall deem advisable.  All determinations of the Committee
 shall be made by a majority of its members either present in person or
 participating by conference telephone at any meeting or by written consent. 
 The Committee may appoint a secretary and make such rules and regulations
 for the conduct of its business as it shall deem advisable, and shall keep
 minutes of its meetings. 
  
      No member of the Board or Committee shall be liable for any action
 taken or determination made in good faith with respect to the Plan or any
 Option granted hereunder. 
  
 4.   ELIGIBILITY.
  
      Options may be granted (i) to employees (including, without
 limitation, officers and directors who are employees) and directors (who
 are not employees) of the Corporation, its present or future divisions and
 Subsidiary Corporations and Parent Corporations and (ii) also to employees
 of an affiliated entity of the Corporation (an "Affiliated Entity") which
 is designated by the Board to participate in the Plan.  In determining the
 persons to whom Options shall be granted and the number of shares to be
 covered by each Option, the Committee shall take into account the duties of
 the respective persons, their present and potential contributions to the
 success of the Corporation and such other factors as the Committee shall
 deem relevant in connection with accomplishing the purpose of the Plan. 
  
      An Optionee shall be eligible to receive more than one grant of an
 Option during the term of the Plan, but only on the terms and subject to
 the restrictions hereinafter set forth. 
  
 5.   STOCK.
  
      The stock subject to Options hereunder shall be shares of the
 Corporation's Common Stock.  Such shares may, in whole or in part, be
 authorized but unissued shares or shares that shall have been or that may
 be reacquired by the Corporation.  The aggregate number of shares of Common
 Stock as to which Options may be granted from time to time under the Plan
 shall not exceed 4,000,000.  The limitation established by the preceding
 sentence shall be subject to adjustment as provided in Section 8(j) hereof. 
  
      In the event that any outstanding Option under the Plan for any reason
 expires or is canceled, surrendered, exchanged or otherwise terminated
 without having been exercised in full, the shares of Common Stock allocable
 to the unexercised portion of such Option shall (unless the Plan shall have
 been terminated) become available for subsequent grants of Options under
 the Plan. 
  
 6.   AUTOMATIC OPTION GRANTS.
  
      Each employee of CCPR Services, Inc. or one of its Subsidiary
 Corporations (the "Employer") who is not a member of the Management
 Committee of the Employer and who commenced employment on or prior to March
 13, 1998 and remains in the continual employ of Employer shall be granted
 an Option to purchase 100 shares of Common Stock (the "Automatic Grants")
 on March 13, 1998 at the Fair Market Value on such date.  The Automatic
 Grants shall not be exercisable until June 15, 1999 at which time they
 shall become fully exercisable.  Such grants will be subject to the terms
 set forth in the Option Notice and in the Plan. 
  
 7.   DISCRETIONARY OPTION GRANTS.
  
      The Committee may make discretionary option grants under this Plan. 
 Such grants will be subject to the terms set forth in the Option Notice and
 in the Plan.  The Committee shall determine eligibility for option grants
 pursuant to this Section 7 in its sole discretion. 
  
 8.   TERMS AND CONDITIONS OF OPTIONS.
  
      Each Option granted pursuant to the Plan shall be evidenced by a
 written notice (an "Option Notice") from the Corporation to the Optionee,
 which Notice shall comply with and be subject to the following terms and
 conditions: 
  
           (a)  NUMBER OF SHARES.  Each Option Notice shall state the number
      of shares of Common Stock to which the Option relates.
  
           (b)  TYPE OF OPTION.  Each Option Notice shall specifically
      identify the Option as a nonqualified stock option.
  
           (c)  OPTION PRICE.  Each Option Notice shall state the Option
      Price, which shall be determined by the Committee.  The Option Price
      shall be subject to adjustment as provided in Section 8(i) hereof.  An
      Option shall be considered to be granted on the date the Committee
      adopts a resolution expressly granting such Option.
  
           (d)  MEDIUM AND TIME OF PAYMENT.  Options may be exercised in
      whole or in part at any time during the option period by giving
      written notice of exercise to the Corporation specifying the number of
      shares to be purchased, accompanied by payment of the purchase price. 
      Payment of the purchase price shall be made in such manner as the
      Committee may provide in the Option Notice, which may include cash
      (including cash equivalents, such as by certified or bank check
      payable to the Corporation), delivery of unrestricted shares of Common
      Stock that have been owned by the Optionee or, as applicable, a
      permissible transferee (as provided in Section 8(i)) for at least six
      months, any other manner permitted by law as determined by the
      Committee, or any combination of the foregoing.
  
           (e)  TERM AND EXERCISE OF OPTIONS.  Options shall be exercisable
      over the exercise period as and at the times and upon the conditions
      that the Committee may determine, as reflected in the Option Notice;
      provided, however, that the Committee shall have the authority to
      accelerate the exercisability of any outstanding Option at such time
      and under such circumstances as it, in its sole discretion, deems
      appropriate; and further provided, however, that such exercise period
      shall not exceed ten (10) years from the date of grant of such Option. 
      The exercise period shall be subject to earlier termination as
      provided in Sections 8(g) and 8(h) hereof.  An Option may be
      exercised, as to any or all full shares of Common Stock as to which
      the Option has become exercisable, by giving written notice of such
      exercise to the Committee or to such individual(s) as the Committee
      may from time to time designate.
  
           (f)  Intentionally Left Blank
  
           (g)  TERMINATION.  Except as provided in this Section 8(g) and in
      Section 8(h) hereof, an Option may not be exercised by the Optionee to
      whom it was granted or by a transferee to whom such Option was
      transferred (as provided in Section 8(i)) unless the Optionee is then
      in the employ of the Corporation or a division or any corporation
      which was, at the time of grant of such Option, a Subsidiary
      Corporation or Parent Corporation thereof (or a corporation or a
      Parent or Subsidiary Corporation of such corporation issuing or
      assuming the Option in a corporate transaction) or an affiliated
      entity, and unless the Optionee has remained continuously so employed
      since the date of grant of the Option.  In the event that the
      employment of an Optionee shall terminate (other than by reason of
      death, Disability or retirement), all Options granted to such Optionee
      or transferred by such Optionee (as provided in Section 8(i)) that are
      exercisable at the time of such termination may, unless earlier
      terminated in accordance with their terms, be exercised by the
      Optionee or by a transferee within three (3) months after such
      termination; provided, however, that if the employment of an Optionee
      shall terminate for cause, all Options theretofore granted to such
      Optionee or transferred by such Optionee (as provided in Section 8(i))
      shall, to the extent not theretofore exercised, terminate forthwith. 
      Nothing in the Plan or in any Option granted pursuant hereto shall
      confer upon an individual any right to continue in the employ of the
      Corporation or any of its divisions, Parent or Subsidiary Corporations
      or Affiliated entities or interfere in any way with the right of the
      Corporation or any such division, Parent or Subsidiary Corporation or
      affiliated entity to terminate such employment.
  
           (h)  DEATH, DISABILITY OR RETIREMENT OF OPTIONEE.  If an Optionee
      shall die while employed by the Corporation or a division thereof or
      any corporation which was, at the time of grant of such Option, a
      Subsidiary Corporation or Parent Corporation thereof (or a corporation
      or a Parent or Subsidiary Corporation of such corporation issuing or
      assuming the Option in a corporate transaction) or an Affiliated
      Entity, or within three (3) months after the termination of such
      Optionee's employment, other than for cause, or if the Optionee's
      employment shall terminate by reason of Disability or retirement (as
      determined by the Committee in its sole discretion), all Options
      theretofore granted to such Optionee or transferred by such Optionee
      (as provided in Section 8(i)), to the extent otherwise exercisable at
      the time of death or termination of employment, may, unless earlier
      terminated in accordance with their terms, be exercised by the
      Optionee or by the Optionee's estate or by a person who acquired the
      right to exercise such Option by bequest or inheritance or otherwise
      by reason of the death or Disability of the Optionee, or by a
      transferee (as provided in Section 8(i)), at any time within one year
      after the date of death, Disability or retirement of the Optionee. 
      The Corporation may require that it be provided with adequate evidence
      of death or a Disability.
  
           (i)  NONTRANSFERABILITY OF OPTIONS.  Except as provided in this
      Section 8(i), no Option granted hereunder shall be transferable by the
      Optionee to whom granted, other than by will or the laws of descent
      and distribution, and the Option may be exercised during the lifetime
      of such Optionee only by the Optionee or such Optionee's guardian or
      legal representative.  To the extent the Option Notice so provides,
      and subject to such conditions as the Committee may prescribe, an
      Optionee may, upon providing written notice to the General Counsel of
      the Corporation, elect to transfer the Nonqualified Stock Options
      granted to such Optionee pursuant to such agreement, without
      consideration therefor, to members of his or her "immediate family"
      (as defined below), to a trust or trusts maintained solely for the
      benefit of the Optionee and/or the members of his or her immediate
      family, or to a partnership or partnerships whose only partners are
      the Optionee and/or the members of his or her immediate family.  Any
      purported assignment, alienation, pledge, attachment, sale , transfer,
      or encumbrance that does not qualify as a permissible transfer under
      this Section 8(i) shall be void and unenforceable against the Plan and
      the Corporation.  For purposes of this Section 8(i), the term
      "immediate family" shall mean, with respect to a particular Optionee,
      the Optionee's parents, spouse, children or grandchildren, and such
      other persons as may be determined by the Committee.  The terms of any
      such Option and the Plan shall be binding upon a permissible
      transferee, and the beneficiaries, executors, administrators, heirs
      and successors of the Optionee and, as applicable, a permissible
      transferee.
  
           (j)  EFFECT OF CERTAIN CHANGES.
  
                (1)  If there is any change in the number of shares of
 Common Stock through the declaration of stock or cash dividends, or
 recapitalization resulting in stock splits, or combinations or exchanges of
 such shares, or other corporate transactions affecting the capitalization
 of the Corporation, the aggregate number of shares of Common Stock
 available for Options, the number of such shares covered by outstanding
 Options, and the price per share of such Options shall be proportionately
 adjusted by the Committee to reflect any increase or decrease in the number
 of issued shares of Common Stock; provided, however, that any fractional
 shares resulting from such adjustment shall be rounded to the nearest whole
 share.  In the event of any other extraordinary corporate transaction,
 including but not limited to distributions of cash or other property to the
 Corporation's shareholders, the Committee may equitably adjust outstanding
 Options as it deems appropriate.
  
                (2)  In the event of the proposed dissolution or liquidation
 of the Corporation, in the event of any corporate separation or division,
 including, but not limited to, split-up, split-off or spin-off, or i n the
 event of a merger or consolidation of the Corporation with another
 corporation, the Committee may provide that the holder of each Option then
 exercisable shall have the right to exercise such Option (at its then
 Option Price) solely for the kind and amount of shares of stock and other
 securities, property, cash or any combination thereof receivable upon such
 dissolution, liquidation, or corporate separation or division, or merger or
 consolidation by a holder of the number of shares of Common Stock for which
 such Option might have been exercised immediately prior to such
 dissolution, liquidation, or corporate separation or division, or merger or
 consolidation.
  
                (3)  If there is an "Acceleration Event" while unexercised
 Options remain outstanding under the Plan then from and after the date of
 the Acceleration Event (the "Acceleration Date"), all Options that have not
 expired or terminated in accordance with the Plan or the Option Notice
 shall be exercisable in full, whether or not otherwise exercisable. 
 Following the Acceleration Date, the Committee shall, in the case of a
 merger, consolidation or sale or disposition of assets, promptly make an
 appropriate adjustment to the number and class of shares of Common Stock
 available for Options, and to the amount and kind of shares or other
 securities or property receivable upon exercise of any outstanding Options
 after the effective date of such transaction, and the price thereof.

                An "Acceleration Event" shall be deemed to have occurred if
 the event set forth in any one of the following paragraphs shall have
 occurred: 
  
                     (i)  any Person is or becomes the Beneficial Owner,
 directly or indirectly, of securities of the Corporation (not including in
 the securities beneficially owned by such Person any securities acquired
 directly from the Corporation or its Affiliates) representing 20% or more
 of the combined voting power of the Corporation's then outstanding
 securities, excluding any Person who becomes such a Beneficial owner in
 connection with a transaction described in clause (a) of Paragraph (iii)
 below; or
  
                     (ii) the following individuals cease for any reason to
 constitute a majority of the number of of directors then serving: 
 individuals who, on the date hereof, constitute the Board and any new
 director (other than a director whose initial assumption of office is in
 connection with an actual or threatened election contest, including but not
 limited to a consent solicitation, relating to the election of directors of
 the Corporation) whose appointment or election by the Board or nomination
 for election by the Corporation's stockholders was approved or recommended
 by a vote of at least two-thirds (2/3) of the directors then still in
 office who either were directors on the date hereof or whose appointment,
 election or nomination for election was previously so approved or
 recommended; or
  
                     (iii)     there is consummated a merger or
 consolidation of the Corporation or any direct or indirect subsidiary of
 the Corporation with any other corporation, other than (a) a merger or
 consolidation which would result in the voting securities of the
 Corporation outstanding immediately prior to such merger or consolidation
 continuing to represent (either by remaining outstanding or by being
 converted into voting securities of the surviving entity or any parent
 thereof) at least 60% of the combined voting power of the securities of the
 Corporation or such surviving entity or any parent thereof outstanding
 immediately after such merger or consolidation, or (b) a merger or
 consolidation effected to implement a recapitalization of the Corporation
 (or similar transaction) in which no Person is or becomes the Beneficial
 Owner, directly or indirectly, of securities of the Corporation (not
 including in the securities beneficially owned by such Person any
 securities acquired directly from the Corporation or its Affiliates)
 representing 20% or more of the combined voting power of the Corporation's
 then outstanding securities; or
  
                     (iv) the stockholders of the Corporation approve a plan
 of complete liquidation or dissolution of the Corporation or there is
 consummated an agreement for the sale or disposition by the Corporation of
 all or substantially all of the Corporation's assets, other than a sale or
 disposition by the Corporation of all or substantially all of the
 Corporation's assets to an entity, at least 60% of the combined voting
 power of the voting securities of which are owned by the stockholders of
 the Corporation in substantially the same proportions as their ownership of
 the Corporation immediately prior to such date.
  
           Notwithstanding the foregoing, an "Acceleration Event" shall not
 be deemed to have occurred by virtue of the consummation of any transaction
 or series of integrated transactions immediately following which the record
 holders of the common stock of the Corporation immediately prior to such
 transaction or series of transactions continue to have substantially the
 same proportionate ownership in an entity which owns all or substantially
 all of the assets of the Corporation immediately following such transaction
 or series of transactions. 

                (4)  To the extent that the foregoing adjustments relate to
 stock or securities of the Corporation, such adjustments shall be made by
 the Committee, whose determination in that respect shall be final, binding
 and conclusive. 
  
           (k)  RIGHTS AS A STOCKHOLDER.  An Optionee or a transferee of an
      Option shall have no rights as a stockholder with respect to any
      shares covered by the Option until the date of the issuance of a stock
      certificate to him for such shares.  No adjustment shall be made for
      dividends (ordinary or extraordinary, whether in cash, securities or
      other property) or distribution of other rights for which the record
      date is prior to the date such stock certificate is issued, except as
      provided in Section 8(j) hereof.
  
           (l)  RIGHTS AS AN EMPLOYEE.  Nothing in the Plan or in any
      instrument executed pursuant to the Plan will confer upon any Optionee
      any right to continue in the employ of the Corporation or affect the
      right of the Corporation to terminate the employment of any Optionee
      at any time with or without cause.
  
           (m)  OTHER PROVISIONS.  The Option Notices authorized under the
      Plan shall contain such other provisions, including, without
      limitation, the imposition of restrictions upon the exercise of an
      Option and the inclusion of any condition as the Committee shall deem
      advisable.
  
 9.   AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.
  
      As a condition of exercise, each Optionee agrees that  
  
           (a)  no later than the date of exercise of any Option granted
      hereunder, the Optionee will pay to the Corporation or make
      arrangements satisfactory to the Committee regarding payment of any
      federal, state or local taxes of any kind required by law to be
      withheld upon the exercise of such Option, and
  
           (b)  the Corporation shall, to the extent permitted or required
      by law, have the right to deduct federal, state and local and
      employment taxes of any kind required by law to be withheld upon the
      exercise of such Option from any payment of any kind otherwise due to
      the Optionee.
  
 10.  TERM OF PLAN.
  
      Options may be granted pursuant to the Plan from time to time within a
 period of ten (10) years from the date the Plan is adopted by the Board. 
  
 11.  AMENDMENT AND TERMINATION OF THE PLAN.
  
      The Board at any time and from time to time may suspend, terminate,
 modify or amend the Plan.  Except as provided in Section 8 hereof, no
 suspension, termination, modification or amendment of the Plan may
 adversely affect any Option previously granted, unless the written consent
 of the Optionee or, as applicable, a permissible transferee (as provided in
 Section 8(i)) is obtained. 
  
 12.  INTERPRETATION.
  
      The Plan is designed and intended to comply with Rule 16b-3 and all
 provisions hereof shall be construed in a manner to so comply. 

 13.  EFFECT OF HEADINGS.
  
      The section and subsection headings contained herein are for
 convenience only and shall not affect the construction hereof. 
  
 14.  GOVERNING LAW.
  
      The Plan shall be governed by the laws of the State of Delaware. 
  
 15.  EFFECTIVE DATE OF PLAN.
  
      The effective date of the Plan is the date the Plan is adopted by the
 Board.