<PAGE>





                                  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 August 31, 2000
                                       OR
                                       [ ]
                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        for the transition period from to
                         Commission file number 0-19603

                         Centennial Communications Corp.
             (Exact name of registrant as specified in its charter)

            Delaware                                             06-1242753
 (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                            Identification No.)

                               1305 Campus Parkway
                                Neptune, NJ 07753
          (Address of principal executive offices, including zip code)
                                 (732) 919-1000
              (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 [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

Common stock -  94,556,627 outstanding shares as of October 10, 2000

<PAGE>


                                              Part I - Financial Information

Item 1. - Financial Statements

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                         August 31,
                                                                                            2000              May 31,
                                                                                        (Unaudited)             2000
                                                                                      -----------------   -----------------



<S>                                                                                   <C>                 <C>
ASSETS

CURRENT ASSETS:
      Cash and cash equivalents                                                       $         19,133    $         12,879
      Restricted investments                                                                         -              19,888
      Accounts receivable, less allowance for doubtful
          accounts of  $8,372 and $6,539, respectively                                         118,550              69,692
      Inventory - phones and accessories, less allowance for
          obsolescence of $1,072 and $1,052, respectively                                       29,768              10,835
      Prepaid expenses and other current assets                                                 10,201               6,452
                                                                                      -----------------   -----------------

        TOTAL CURRENT ASSETS                                                                   177,652             119,746

PROPERTY, PLANT AND EQUIPMENT - net                                                            447,425             398,345

EQUITY INVESTMENTS IN WIRELESS SYSTEMS - net                                                    53,210              72,894

DEBT ISSUANCE COSTS, less accumulated amortization of
       $12,020 and $10,112, respectively                                                        54,201              56,109

DOMESTIC CELLULAR LICENSES, less accumulated
      amortization of $306,709 and $304,922, respectively                                      274,873             241,855

CARIBBEAN WIRELESS LICENSES, less accumulated
      amortization of $5,854 and $5,462, respectively                                          121,904             122,297

GOODWILL, less accumulated amortization of $35,852
      and $34,462, respectively                                                                140,002             137,545

OTHER ASSETS - net                                                                              30,716              23,942
                                                                                      -----------------   -----------------

        TOTAL                                                                         $      1,299,983    $      1,172,733
                                                                                      =================   =================
</TABLE>





            See notes to condensed consolidated financial statements

                                        1
<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>

                                                                                          August 31,
                                                                                             2000               May 31,
                                                                                         (Unaudited)              2000
                                                                                       -----------------     ---------------


<S>                                                                                    <C>                   <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
        Current portion of long-term debt                                               $         12,609      $       11,725
        Short-term debt                                                                              518               6,688
        Accounts payable                                                                          55,455              32,238
        Accrued expenses and other current liabilities                                           137,965             106,943
        Payable to affiliates                                                                        125                 125
                                                                                        -----------------     ---------------

              TOTAL CURRENT LIABILITIES                                                          206,672             157,719

LONG-TERM DEBT                                                                                 1,620,854           1,566,048

MINORITY INTEREST IN SUBSIDIARIES                                                                 24,453              25,296

COMMON STOCKHOLDERS' EQUITY (DEFICIT):
        Common stock par value $.01 per share:
              1 vote per share, 150,000,000 shares authorized;
                issued, 94,616,830 and 94,413,714 shares, respectively;
                and outstanding 94,546,327 and 94,343,211 shares, respectively                       946                 944
        Common stock issuable                                                                          -               2,355
        Additional paid-in capital                                                               429,478             426,675
        Accumulated deficit                                                                     (981,059)         (1,004,910)
                                                                                         -----------------     ---------------
                                                                                                (550,635)           (574,936)
        Less:  Cost of 70,503 common shares in treasury                                           (1,077)             (1,077)
        Deferred compensation                                                                       (284)               (317)
                                                                                         -----------------     ---------------

              TOTAL COMMON STOCKHOLDERS' EQUITY (DEFICIT)                                       (551,996)           (576,330)
                                                                                         -----------------     ---------------

                            TOTAL                                                        $     1,299,983       $   1,172,733
                                                                                         =================     ===============
</TABLE>




            See notes to condensed consolidated financial statements

                                        2

<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                  (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                                  Three Months Ended
                                                                                                  ------------------
                                                                                           August 31,             August 31,
                                                                                             2000                   1999
                                                                                       ------------------      ----------------
<S>                                                                                    <C>                     <C>
REVENUE:
        Service revenue                                                                $          138,813      $        112,955
        Equipment sales                                                                             6,431                 4,317
                                                                                       ------------------      ----------------
                                                                                                  145,244               117,272
                                                                                       ------------------      ----------------

COSTS AND EXPENSES:
        Cost of equipment sold                                                                      9,706                 7,599
        Cost of services                                                                           20,772                15,705
        Sales and marketing                                                                        21,820                17,774
        General and administrative                                                                 24,580                18,268
        Depreciation and amortization                                                              22,546                18,984
        (Gain) loss on disposition of assets                                                      (32,135)                    2
                                                                                       -------------------     -----------------
                                                                                                   67,289                78,332
                                                                                       -------------------     -----------------

OPERATING INCOME                                                                                   77,955                38,940
                                                                                       -------------------     -----------------
INCOME FROM EQUITY INVESTMENTS                                                                      5,315                 3,484
INTEREST EXPENSE -  NET                                                                           (41,584)              (35,934)
                                                                                       -------------------     -----------------

INCOME  BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST                                            41,686                 6,490

INCOME TAX EXPENSE                                                                                (18,678)                 (856)
                                                                                       --------------------    ------------------

        INCOME BEFORE MINORITY INTEREST                                                            23,008                 5,634

MINORITY INTEREST IN LOSS OF SUBSIDIARIES                                                             843                    45
                                                                                       --------------------    ------------------

        NET INCOME                                                                     $           23,851      $          5,679
                                                                                       ====================    ==================

EARNINGS PER COMMON SHARE:
            BASIC AND DILUTED                                                          $             0.25      $           0.06
                                                                                       ====================    ==================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
        OUTSTANDING DURING THE PERIOD:
            BASIC                                                                                  94,495                93,639
                                                                                       ====================    ==================
            DILUTED                                                                                96,668                97,002
                                                                                       ====================    ==================
</TABLE>

            See notes to condensed consolidated financial statements

                                        3
<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>
                                                               Common   Additional
                                          Common Stock          Stock    Paid-In     Treasury   Deferred   Accumulated
                                       ----------------------                                    Compen-
                                         Shares      Dollars  Issuable   Capital      Stock      sation     Deficit        Total
                                       ------------  -------- -------- ----------- ----------- ----------  ------------  -----------
<S>                                    <C>           <C>      <C>       <C>        <C>          <C>         <C>           <C>
Balance at June 1, 1999                 93,673,386   $   937  $     -   $418,749   $   (1,077)  $       -  $ (1,021,587) $ (602,978)

Common stock issued in conjunction
   with acquisitions                       420,000         4        -      5,226            -           -             -       5,230

Common stock issued in
   connection with incentive plans         295,680         3        -      1,390            -           -             -       1,393


Deferred compensation                       24,648         -        -        438            -        (438)            -           -


Amortization of deferred compensation            -         -        -          -            -         121             -         121

Income tax benefit from stock
   options exercised                             -         -        -        872            -           -             -         872


Common stock issuable                            -         -    2,355          -            -           -             -       2,355

Net income                                       -         -        -          -            -           -        16,677      16,677
                                       ------------  -------- -------- ---------- ------------  ---------- ------------- -----------

Balance at May 31, 2000                 94,413,714       944    2,355    426,675       (1,077)       (317)   (1,004,910)   (576,330)


Common stock issued in conjunction
   with acquisitions                       120,000         1   (2,355)     2,354            -           -             -           -


Common stock issued in
   connection with incentive plans          83,116         1        -        449            -           -             -         450


Amortization of deferred compensation            -         -        -          -            -          33             -          33

Net income                                       -         -        -          -            -           -        23,851      23,851
                                       ------------  -------- -------- ---------- ------------ ----------- ------------- -----------

Balance at August 31, 2000 (unaudited)  94,616,830   $   946  $     -  $ 429,478   $   (1,077)  $    (284) $   (981,059) $ (551,996)
                                       ============  ======== ======== ========== ============ =========== ============= ===========
</TABLE>


            See noted to condensed consolidated financial statements
                                        4
<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>                                                                                    Three Months Ended
                                                                                       --------------------------------
                                                                                         August 31,        August 31,
                                                                                           2000              1999
                                                                                       --------------    --------------
OPERATING ACTIVITIES:

<S>                                                                                    <C>               <C>
     Net income                                                                        $      23,851     $       5,679
                                                                                       --------------    --------------

Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:

     Depreciation and amortization                                                            22,546            18,984
     Minority interest in loss of subsidiaries                                                  (843)              (45)
     Deferred income taxes                                                                         -              (320)
     Equity in undistributed earnings of investee companies                                   (5,315)           (3,484)
     (Gain) loss on disposition of assets                                                    (32,135)                2
     Other                                                                                     1,940             1,748
     Change in assets and liabilities net of effects of
        acquisitions and dispositions:
            Accounts receivable - decrease (increase)                                            164            (3,075)
            Prepaid expenses and other current assets -
               (increase)                                                                    (24,156)           (1,431)
            Accounts payable, accrued expenses and
               other current liabilities- increase (decrease)                                 52,703           (24,474)
            Customer deposits and prepayments -
               Increase                                                                          767               132
                                                                                       --------------    --------------

     Total adjustments                                                                        15,671           (11,963)
                                                                                       --------------    --------------

        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                   39,522            (6,284)
                                                                                       --------------    --------------

INVESTING ACTIVITIES:

     Proceeds from disposition of assets                                                           -                 3
     Capital expenditures                                                                    (63,287)          (32,385)
     Proceeds from maturity of restricted securities                                          19,888            19,998
     Acquisitions, net of cash acquired                                                      (45,992)           (1,968)
     Distributions received from equity investments                                            7,338             2,835
                                                                                       --------------    --------------

        NET CASH USED IN INVESTING ACTIVITIES                                                (82,053)          (11,517)
                                                                                       --------------    --------------

FINANCING ACTIVITIES:

     Proceeds from the issuance of long-term debt                                             67,500            16,170
     Repayment of debt                                                                       (19,076)           (1,125)
     Debt issuance costs paid                                                                      -              (173)
     Proceeds from the exercise of stock options                                                 361                 -
                                                                                       --------------    --------------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                                             48,785            14,872

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                           6,254            (2,929)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                12,879            51,141
                                                                                       --------------    --------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                               $      19,133     $      48,212
                                                                                       ==============    ==============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
     Cash paid for interest                                                            $      40,754     $      59,307
                                                                                       ==============    ==============

</TABLE>



            See notes to condensed consolidated financial statements

                                        5

<PAGE>





                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                    (Amounts in thousands except share data)

Note 1.  Interim Financial Statements

In the opinion of  management,  the  accompanying  interim  unaudited  condensed
consolidated  financial  statements contain all adjustments  (consisting only of
normal  recurring   accruals)  necessary  to  present  fairly  the  consolidated
financial  position of Centennial  Communications  Corp. and  Subsidiaries  (the
"Company") as of August 31, 2000 and the results of its consolidated  operations
and cash flows for the periods ended August 31, 2000 and 1999.  These  financial
statements  do not  include  all  disclosures  required  by  generally  accepted
accounting  principles.  The statements  should be read in conjunction  with the
consolidated  financial  statements and notes thereto  included in the Company's
May 31, 2000 Annual Report on Form 10-K, which includes a summary of significant
accounting policies and other disclosures. The consolidated balance sheet at May
31, 2000 is audited.

Reclassifications

In fiscal 2001,  the Company  changed the format of its statements of cash flows
from the direct  method to the indirect  method for  purposes of reporting  cash
flows from operating activities. This and certain other prior period information
have been reclassified to conform with the current period presentation.

Stock Split

On  January  21,  2000,  all  outstanding  shares of  common  stock  were  split
three-for-one.  In connection  with the stock split,  the Company  increased its
authorized  shares of common stock to 150,000,000  shares.  All common share and
per share amounts have been restated to reflect the stock split.

                                       6

<PAGE>

Note 2. Debt

Short-term debt consists of the following:
<TABLE>
<CAPTION>

                                                      August 31,           May 31,
                                                         2000               2000
                                                      ----------        -----------
<S>                                                   <C>                <C>
13% Notes due July 2000.....                           $      -          $   6,544
Other.......................                                518                144
                                                      ----------        -----------
                                                       $    518          $   6,688
                                                      ==========        ===========
</TABLE>

Short-term  debt was assumed as part of the  acquisitions  of All America Cables
and Radio, Inc. ("AACR") and Infochannel Limited.

Long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                          August 31,                  May 31,
                                                                              2000                     2000
                                                                        --------------              -----------
<S>                                                                      <C>                          <C>
8 7/8% Senior Notes due 2001................                             $      1,388               $    1,388
10 1/8% Senior Notes due 2005...............                                      219                      219
Term Loans..................................                                  991,625                  993,000
Revolving Credit Facility...................                                   87,500                   30,000
Mezzanine Debt..............................                                  170,493                  169,931
10 3/4% Senior Subordinated Notes due 2008..                                  370,000                  370,000
Notes Payable...............................                                   12,238                   13,235
                                                                        --------------             ------------
Total Long-Term Debt........................                             $  1,633,463               $1,577,773
Current Portion of Long-Term Debt...........                                  (12,609)                 (11,725)
                                                                        --------------             ------------
Net Long-Term Debt..........................                             $  1,620,854               $1,566,048
                                                                        ==============             ============
</TABLE>

On February 29, 2000, the Company  amended and restated its existing senior term
loan and revolving credit facilities and increased the commitment  thereunder by
$200,000  to an  aggregate  of  $1,250,000.  The  amended  and  restated  credit
facilities are referred to as the New Credit  Facility.  The New Credit Facility
consists of four term loans in an aggregate principal amount of $1,000,000 and a
revolving credit facility in an aggregate principal amount of $250,000, of which
$991,625 and $87,500, respectively,  were outstanding as of August 31, 2000. The
borrowers  under the New Credit Facility are Centennial  Cellular  Operating Co.
LLC for a $325,000 term loan and  Centennial  Puerto Rico  Operations  Corp. for
three separate term loans  aggregating  $675,000.  The revolving credit facility
portion of the New Credit Facility is available to both of the borrowers.

Notes  Payable  were  assumed  as  part of the  acquisition  of  AACR  and  have
maturities from January 2001 to April 2002.

                                       7

<PAGE>

The aggregate annual  principal  payments for the next five years and thereafter
under the Company's debt at August 31, 2000 are summarized as follows:

         August 31, 2001                                      $     12,609
         August 31, 2002                                            45,767
         August 31, 2003                                            67,375
         August 31, 2004                                            89,875
         August 31, 2005                                           112,594
         August 31, 2006 and thereafter                          1,305,243
                                                             --------------
                                                              $  1,633,463
                                                             ==============

The Company was in  compliance  with all  covenants  of its debt  agreements  at
August 31, 2000.

Interest expense, as reflected in the financial  statements,  has been partially
offset by interest income. The gross interest expense for the three months ended
August 31, 2000 and 1999 were $42,066 and $37,560, respectively.

Note 3. Acquisitions/Dispositions

In August 2000,  GTE Mobilnet of  California  Limited  Partnership  redeemed the
Company's  approximate 2.9% equity investment  interest in the San Francisco Bay
Area cluster for approximately $48,000 of current assets. The Company recorded a
pre-tax  gain of $32,135  which is  included in (gain)  loss on  disposition  of
assets in the consolidated statement of operations.

In July 2000,  the Company  purchased a 60% interest in Infochannel  Limited,  a
Jamaican Internet Service Provider for cash of approximately  $8,000. The excess
of the  purchase  price over the fair value of the net assets  acquired has been
recorded as goodwill.

In July 2000,  the Company  acquired  the  remaining  74.9% of the  non-wireline
(A-Side)  cellular  license and wireless  telephone system serving Lake Charles,
Louisiana MSA No. 197 that it did not own. The purchase price was  approximately
$42,300 in cash, subject to adjustment.

In May 2000, the Company acquired a 51% interest in Paradise Wireless  (Jamaica)
Limited,  a Jamaican  company  which holds a 20 MHz CDMA  license  covering  the
island of Jamaica.  The  purchase  price was $25,500 in cash.  The excess of the
purchase price over the fair value of the net assets  acquired has been recorded
as goodwill.

In April 2000, the Company  acquired a wireless  telephone system in the Kokomo,
Indiana MSA for cash of approximately $25,600, subject to adjustment.

In April 2000,  the  Company  acquired a 70%  interest in AACR in the  Dominican
Republic.  AACR is an international  long distance provider that also holds a 30
MHz PCS license,  a LMDS license and a  certificate  to provide a broad range of

                                       8
<PAGE>


telecommunications  services in the Dominican  Republic.  The purchase price was
approximately $19,800 in cash, subject to adjustment. The excess of the purchase
price  over the fair  value of the net  assets  acquired  has been  recorded  as
goodwill.

In November 1999, the Company acquired the wireless telephone system in Allegan,
Michigan  (Michigan-8) for cash of  approximately  $31,000 and 300,000 shares of
the Company's  common stock (valued at $3,700 on the closing  date),  subject to
adjustment.

In August 1999, the Company  acquired  Integrated  Systems,  Inc. and Spiderlink
Puerto  Rico  Internet  Services  for cash of  approximately  $2,000 and 240,000
shares of the Company's  common stock  (valued at $3,885 on the closing  dates).
120,000 of the shares  were issued in December  1999 and the  remaining  120,000
shares  were  issued in the first  quarter  of fiscal  2001.  The  excess of the
purchase price over the fair value of the net assets  acquired has been recorded
as goodwill.

The  following  summary pro forma  information  includes the  operations  of the
Company as if the above acquisitions had been consummated as of June 1, 1999:

                                            Three Months Ended
                                           --------------------
                                      August 31,             August 31,
                                         2000                   1999
                                     ------------           ------------
Revenues                              $  147,695             $  128,872
Net income                            $   24,008             $    5,922
Earnings per common share-
     Basic                               $  0.25                $  0.06
                                        =========              =========
     Diluted                             $  0.25                $  0.06
                                        =========              =========

Note 4.  New Accounting Pronouncements

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101"Revenue  Recognition in Financial  Statements" ("SAB
No. 101"). SAB No. 101 provides  additional  guidance on revenue  recognition as
well as criteria for when revenue is generally  realized and earned. The Company
plans to adopt SAB No. 101 effective in the fourth  quarter of fiscal 2001.  The
Company  has not  determined  the  impact  of the  adoption  on its  results  of
operations and financial position, but the Company expects that this change will
not affect cash flows.

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 137 "Deferral of the Effective
Date of SFAS  No.  133",  which  defers  the  effective  date of SFAS  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities" to all fiscal
quarters of fiscal years  beginning  after June 15, 2000. In June 2000, the FASB
issued SFAS No.  138, an  amendment  to SFAS No. 133.  The Company is  currently
evaluating the financial  impact of adoption of SFAS No. 133, as amended by SFAS

                                       9

<PAGE>

No. 138. The adoption is not expected to have a material effect on the Company's
results of operations, financial position and cash flows.

In March 2000, the FASB issued  Interpretation  No. 44,  "Accounting for Certain
Transactions  Involving  Stock  Compensation - an  interpretation  of Accounting
Principles  Board  ("APB")  Opinion No. 25" ("FIN No. 44").  The  interpretation
provides  guidance on certain issues  relating to stock  compensation  involving
employees  that arose in applying APB Opinion No. 25. Among other  things,  this
Interpretation  clarifies  (a) the  definition  of an employee  for  purposes of
applying APB No. 25, (b) the criteria for  determining  whether a plan qualifies
as a  noncompensatory  plan,  (c)  the  accounting  for  an  exchange  of  stock
compensation  awards  in  a  business  combination.   The  Company  adopted  the
provisions  of FIN No. 44  effective  July 1, 2000.  The adoption did not have a
material effect on the Company's results of operations,  financial  position and
cash flows.

Note 5.  Subsequent Events

In September 2000, the Company completed the acquisition of the cable television
assets of Pegasus  Communications  for $170,000 in cash.  Pegasus' cable systems
serve Aguadilla, Mayaguez, San German and surrounding communities in the western
part of Puerto Rico.

In September  2000, the Company sold its 25% equity  investment  interest in the
Modoc,  California  Partnership and its 14.29% equity investment interest in the
Pennsylvania  RSA No. 6 (II)  Partnership in Lawrence,  Pennsylvania for cash of
approximately $6,900.

Note 6.  Segment Information

The Company  adopted SFAS No. 131  "Disclosures  about Segments of an Enterprise
and  Related  Information"  during  fiscal  1999.  The  Company's   consolidated
financial  statements  include  three  distinct  business  segments:   Domestic,
Caribbean Wireless and Caribbean  Wireline.  The Company determines its segments
based on the types of services offered as well as geographic location.  Domestic
represents the Company's  markets in the United States that it owns and manages.
Caribbean  Wireless  represents  the Company's PCS  operations in Puerto Rico as
well as the recently acquired  wireless  licenses in the Dominican  Republic and
Jamaica.  Caribbean  Wireline  represents  the  Company's  participation  in the
alternative  access  business and its offering of Internet  related  services in
Puerto  Rico  and  its  offering  of long  distance  services  in the  Dominican
Republic.  The Company changed its business  segments for the year ended May 31,
2000,  to reflect the way  management  now evaluates  its  businesses  given the
growth of the Company.  Accordingly,  all prior period segment results have been
restated  to reflect  the new  segments.  The  Company  measures  the  operating
performance  of each  segment  based on EBITDA.  EBITDA is  defined as  earnings
before  income from  minority  cellular  investment  interests,  allocations  to
minority  interests in consolidated  subsidiaries,  interest  expense,  interest
income, income taxes, depreciation and amortization,  (gain) loss on disposition
of assets, recapitalization costs and other non-recurring charges.

                                       10
<PAGE>

Information  about the Company's  operations in its three business  segments for
the three months ended August 31, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>



                                                 Caribbean     Caribbean
                                     Domestic     Wireless     Wireline      Eliminations           Consolidated
                                   ------------ ------------- ------------- --------------- ---- ------------------

<S>                                 <C>           <C>          <C>           <C>           <C>    <C>
Three months ended
August 31, 2000
------------------
Total revenues                      $   86,731    $   45,451   $   14,659     $   (1,597)  (a)    $      145,244
EBITDA                                  45,878        18,950        3,538              -                  68,366
Total assets                         1,423,112       397,039      122,138       (642,306)  (b)         1,299,983
Capital expenditures                    13,106        36,146       14,035              -                  63,287


Three months ended
August 31, 1999
------------------
Total revenues                      $   72,519    $   36,883   $    9,693     $   (1,823)  (a)    $      117,272
EBITDA                                  38,750        15,863        3,313              -                  57,926
Total assets                           830,275       269,193       63,053       (178,072)  (b)           984,449
Capital expenditures                    10,685        11,542       10,158              -                  32,385

</TABLE>

(a) Elimination of intercompany  revenue,  primarily from Caribbean  Wireline to
    Caribbean Wireless

(b) Elimination of intercompany investments


Reconciliation of Income before Income Taxes and Minority Interest
<TABLE>
<CAPTION>

                                                               Three months ended August 31,
                                                              --------------------------------
                                                                  2000             1999
                                                              -------------   --------------
<S>                                                           <C>               <C>
EBITDA for reportable segments                                 $    68,366      $    57,926
Interest expense (net)                                             (41,584)         (35,934)
Depreciation and amortization                                       22,546           18,984
Income from equity investments                                       5,315            3,484
(Gain) loss on disposition of assets                               (32,135)               2
                                                              -------------   --------------
Income before income taxes and minority interest               $    41,686      $     6,490
                                                              =============  ==============
</TABLE>


                                       11

<PAGE>


Note 7.   Consolidating Financial Data

     Centennial  Cellular  Operating Co. LLC ("CCOC") and Centennial Puerto Rico
     Operations Corp.  ("CPROC") are  wholly-owned  subsidiaries of the Company.
     CCOC is a joint and several  co-issuer on the $370,000 senior  subordinated
     notes issued by the Company,  and CPROC has guaranteed the notes.  Separate
     financial  statements and other  disclosures  concerning CCOC and CPROC are
     not presented because they are not material to investors.


                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                              As of August 31, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                               Centennial                                               Centennial
                                               Centennial       Cellular                    Centennial                Communications
                                              Puerto Rico     Operating Co.               Communications                Corp. and
                                            Operations Corp.       LLC     Non-Guarantors     Corp.      Eliminations  Subsidiaries
                                            ---------------  ------------- -------------- -------------- ------------ -------------

<S>                                            <C>            <C>           <C>            <C>           <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents                  $      5,430    $         -   $    13,703     $        -   $        -    $    19,133
   Restricted investments                                -              -             -              -            -              -
   Accounts receivable - net                        21,409              -        97,141              -            -        118,550
   Inventory - phones and accessories - net          1,760              -        28,008              -            -         29,768
   Prepaid expenses and other current assets         6,743              -         3,458              -            -         10,201
                                             --------------  -------------  ------------   ------------  -----------  -------------

           Total current assets                     35,342              -       142,310              -            -        177,652

Property, plant & equipment - net                  207,298              -       240,127              -            -        447,425

Equity investments in wireless systems - net             -              -        53,210              -            -         53,210

Debt issuance costs - net                           23,235              -        30,966              -            -         54,201

Domestic cellular licenses - net                         -              -       274,873              -            -        274,873

Caribbean wireless licenses - net                        -              -       121,904              -            -        121,904

Goodwill  - net                                          -              -       140,002              -            -        140,002

Intercompany                                        29,939      1,165,500     1,006,551        588,170   (2,790,160)             -

Investment in subsidiaries                               -       (478,057)      477,569       (953,057)     953,545              -

Other assets - net                                   6,402              -        24,314              -           -          30,716
                                             --------------   ------------  ------------  ------------- ------------   ------------

          Total                              $     302,216    $   687,443   $ 2,511,826    $  (364,887) $(1,836,615)   $ 1,299,983
                                             ==============   ============  ============  ============= ============   ============
</TABLE>

                                       12
<PAGE>

Note 7 - Continued

                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                              As of August 31, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                           Centennial                                                   Centennial
                                           Centennial      Cellular                        Centennial                 Communications
                                          Puerto Rico     Operating Co.                 Communications                  Corp. and
                                        Operations Corp.      LLC       Non-Guarantors       Corp.      Eliminations   Subsidiaries
                                        --------------  -------------- ---------------- --------------  ------------- --------------

<S>                                       <C>            <C>             <C>             <C>              <C>          <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)
Current liabilities:
    Current portion of long-term debt     $     5,500      $        -      $     7,109    $          -      $      -    $    12,609
    Short-term debt                                 -               -              518               -             -            518
    Accounts payable                           12,328                           43,127               -             -         55,455
    Accrued expenses and other
        current liabilities                    41,301               -           95,932             732             -        137,965
    Payable to affiliates                           -               -              125               -             -            125
                                        --------------  -------------- ----------------  -------------- ------------- --------------

    Total current liabilities                  59,129               -          146,811             732             -        206,672

Long-term debt                                723,625         720,000            5,129         172,100             -      1,620,854

Minority interest in subsidiaries                   -               -           24,453               -             -         24,453

Intercompany                                    4,393         920,500        1,851,143          14,277    (2,790,313)             -

Stockholders' equity (deficit):
    Common stock                                    -               -                -             946             -            946
    Common stock issuable                           -               -                -               -             -              -
    Preferred stock                           465,000               -                -               -      (465,000)             -
    Additional paid-in capital               (888,286)              -        1,381,026         429,478      (492,740)       429,478
    Accumulated deficit                       (61,645)       (953,057)        (896,736)       (981,059)    1,911,438       (981,059)
                                        --------------  -------------- ----------------  -------------- ------------- --------------
                                             (484,931)       (953,057)         484,290        (550,635)      953,698       (550,635)

    Less: treasury shares                           -               -                -          (1,077)            -         (1,077)
    Deferred compensation                           -               -                -            (284)            -           (284)
                                        --------------  -------------- ----------------  -------------- ------------- --------------


    Total stockholders' equity (deficit)     (484,931)       (953,057)         484,290        (551,996)      953,698       (551,996)
                                        --------------  -------------- ----------------  -------------- ------------- --------------

    Total                                $    302,216    $    687,443    $   2,511,826    $   (364,887)  $(1,836,615)  $  1,299,983
                                        ==============  ============== ================  ============== ============= ==============
</TABLE>


                                       13

<PAGE>


Note 7 - Continued

              CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                                                                                        Centennial
                                              Centennial      Centennial                   Centennial                 Communications
                                              Puerto Rico      Cellular                   Communications                 Corp. and
                                              Operations     Operating Co. Non-Guarantors     Corp.      Eliminations  Subsidiaries
                                                 Corp.            LLC
                                             -------------  -------------  -------------- -------------- -----------  --------------

<S>                                           <C>             <C>           <C>             <C>           <C>          <C>
Revenue                                       $    52,541     $        -    $     93,216    $         -   $    (513)   $    145,244
                                             -------------  -------------  -------------- -------------- -----------  --------------
Costs and expenses:
     Cost of equipment sold                         2,706              -           7,000              -           -           9,706
     Cost of services                               7,384              -          13,509              -        (121)         20,772
     Sales and marketing                            9,259              -          12,561              -           -          21,820
     General and administrative                     9,737              -          15,235              -        (392)         24,580
     Depreciation and amortization                 10,823              -          11,723              -           -          22,546
     (Gain) Loss on disposition of assets               -              -         (32,135)             -           -         (32,135)
                                             -------------  -------------  -------------- -------------- -----------  --------------
                                                   39,909              -          27,893              -        (513)         67,289
                                             -------------  -------------  -------------- -------------- -----------  --------------

Operating income                                   12,632              -          65,323              -           -          77,955
                                             -------------  -------------  -------------- -------------- -----------  --------------

Income from equity investments                          -              -           5,315              -           -           5,315
Income from investments in subsidiaries                 -         29,145          (5,324)        29,145     (52,966)              -
Interest expense - net                            (17,956)       (17,972)           (362)        (5,294)          -         (41,584)
Intercompany interest allocation                        -         17,972         (17,972)             -           -               -
                                             -------------  -------------  -------------- -------------- -----------  --------------

(Loss) income before income tax expense
     and minority interest                         (5,324)        29,145          46,980         23,851     (52,966)         41,686

Income tax expense                                      -              -         (18,678)             -           -         (18,678)
                                             -------------  -------------  -------------- -------------- -----------  --------------

(Loss) income before minority interest             (5,324)        29,145          28,302         23,851     (52,966)         23,008

Minority interest in loss
    of subsidiaries                                     -              -             843              -           -             843
                                             -------------  -------------  -------------- -------------- -----------  --------------
Net (loss) income                             $    (5,324)  $     29,145    $     29,145   $     23,851   $ (52,966)   $     23,851
                                             =============  =============  ============== ============== ===========  ==============
</TABLE>


                                       14

<PAGE>


Note 7 - Continued

              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                       For the Three Months Ended August 31, 2000
                             (Amounts in thousands)
<TABLE>
<CAPTION>                                               Centennial  Centennial                                           Centennial
                                                        Puerto Rico  Cellular                 Centennial              Communications
                                                        Operations  Operating Co.   Non-    Communications   Elimin-     Corp. and
                                                          Corp.        LLC       Guarantors      Corp.       ations     Subsidiaries
                                                        ---------- ------------ ------------ ------------- ---------- --------------

OPERATING ACTIVITIES:

<S>                                                      <C>         <C>         <C>          <C>           <C>        <C>
 Net (loss) income                                       $  (5,324)  $   29,145  $   29,145   $    23,851   $(52,966)  $     23,851
                                                        ----------- ----------- ------------ ------------- ---------- --------------

 Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating activities:

  Depreciation and amortization                             10,823            -      11,723             -          -         22,546
  Minority interest in loss of subsidiaries                      -            -        (843)            -          -           (843)
  Equity in undistributed earnings of investee companies         -            -      (5,315)            -          -         (5,315)
  Equity in undistributed earnings of subsidiaries               -      (29,145)      5,324       (29,145)    52,966              -
  (Gain) Loss on disposition of assets                           -            -     (32,135)            -          -        (32,135)
  Noncash expenses                                           2,015            -      (2,577)          562                         -
  Other                                                        853            -       1,087             -          -          1,940
  Change in assets and liabilities net of
     effects of acquisitions and dispositions:
      Accounts receivable - decrease (increase)              2,772            -      (2,608)            -          -            164
      Prepaid expenses and other current
         assets - (increase)                                (5,639)           -     (18,517)            -          -        (24,156)
      Accounts payable, accrued expenses and
         other current liabilities- increase                11,203            -      41,500             -          -         52,703
      Customer deposits and prepayments -
        (decrease) increase                                     (1)           -         768             -          -            767
                                                        ----------- ------------ ----------- ------------- ---------- --------------

  Total adjustments                                         22,026      (29,145)     (1,593)      (28,583)    52,966         15,671
                                                        ----------- ------------ ----------- ------------- ---------- --------------

    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     16,702            -      27,552        (4,732)         -         39,522
                                                        ----------- ------------ ----------- ------------- ---------- --------------

INVESTING ACTIVITIES:

 Proceeds from disposition of assets                             -            -           -             -          -              -
 Capital expenditures                                      (20,775)           -     (42,512)            -          -        (63,287)
 Proceeds from maturity of restricted securities                 -            -      19,888             -          -         19,888
 Acquisitions, net of cash acquired                         (1,200)           -     (44,792)            -          -        (45,992)
 Distributions received from equity investments                  -            -       7,338             -          -          7,338
                                                        ----------- ------------ ----------- ------------- ---------- --------------

   NET CASH USED IN INVESTING ACTIVITIES                   (21,975)           -     (60,078)            -          -        (82,053)
                                                        ----------- ------------ ----------- ------------- ---------- --------------

FINANCING ACTIVITIES:

 Proceeds from the issuance of long-term debt               42,500       25,000           -             -          -         67,500
 Repayment of debt                                          (1,375)     (10,000)     (7,701)            -          -        (19,076)
 Debt issuance costs paid                                        -            -           -             -          -              -
 Proceeds from the exercise of stock options                     -            -           -           361          -            361
 Cash received from (paid to)affiliates                    (35,400)     (15,000)     50,400             -          -              -
 Cash advances from subsidiaries (to parent)                    63            -      (4,434)        4,371          -              -
                                                        ----------- ------------ ----------- ------------- ---------- --------------

   NET CASH PROVIDED BY FINANCING ACTIVITIES                 5,788            -      38,265         4,732          -         48,785
                                                        ----------- ------------ ----------- ------------- ---------- --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                      515            -       5,739             -          -          6,254

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD               4,915            -       7,964             -          -         12,879
                                                        ----------- ------------ ----------- ------------- ---------- --------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                 $   5,430   $        -   $  13,703   $         -   $      -    $    19,133
                                                        =========== ============ =========== ============= ========== ==============

</TABLE>

                                       15

<PAGE>




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

The information  contained in this Part I, Item 2 updates, and should be read in
conjunction  with,  information  set  forth  in Part  II,  Items 7 and 8, in the
Company's  Annual Report on Form 10-K for the fiscal year ended May 31, 2000, in
addition to the interim consolidated financial statements and accompanying notes
presented in Part 1, Item 1 of this Form 10-Q.

Results of Operations  (Amounts in thousands,  except subscriber,  pop and share
data)

We  are  a  leading  independent  provider  of  mobile  wireless  communications
domestically  and  of  mobile  wireless  communications  and  competitive  local
exchange  services in the Caribbean.  Domestically,  we own and operate cellular
systems    in    three     clusters     located    in     Michigan/Indiana/Ohio,
Texas/Louisiana/Mississippi  and Arizona/California,  incorporating an aggregate
of  approximately  6.3 million Net Pops as of August 31, 2000. These clusters of
small city and rural  markets  are  adjacent to major  metropolitan  markets and
benefit from the rapidly  growing  levels of traffic  generated  by  subscribers
roaming  into our  coverage  areas.  In  addition,  we own  minority  interests,
incorporating an aggregate of approximately  950,000 Net Pops, in other cellular
operations  controlled and managed by other operators.  Our Caribbean operations
are  centered in Puerto  Rico  (approximately  3.9  million Net Pops),  where we
provide wireless PCS and wireline services  including  switched voice,  Internet
and private line services over our own fiber optic and microwave network. During
fiscal 2000, we acquired controlling  interests in All America Cables and Radio,
Inc. ("AACR") in the Dominican  Republic and Paradise Wireless (Jamaica) Limited
in  Jamaica,  which  collectively  expanded  our  Net  Pops by 7.5  million.  We
increased our total subscribers by 37% from August 31, 1999 to August 31, 2000.

We are in a highly  competitive  business,  competing  with other  providers  of
wireless  telephone service and providers of telephone  services using different
technologies.  Since August 1988, we have acquired thirty-one wireless telephone
markets in the United States that we own and manage  ("Domestic").  In addition,
we acquired one of two  Metropolitan  Trading Areas ("MTA")  licenses to provide
broadband PCS in the  Commonwealth of Puerto Rico and the U.S. Virgin Islands as
well as  controlling  interests in  companies  owning  wireless  licenses in the
Dominican Republic and Jamaica  (collectively,  "Caribbean  Wireless").  We also
participate in the alternative  access business in Puerto Rico, provide Internet
related services in Puerto Rico and Jamaica and provide long distance service in
the Dominican Republic (collectively, "Caribbean Wireline").

                                       16
<PAGE>

Overview

We had 664,000  wireless  subscribers at August 31, 2000, as compared to 486,300
at August 31,  1999,  an increase of 37%. We reported  net income of $23,851 for
the three months ended August 31, 2000 as compared to net income  $5,679 for the
three months ended August 31, 1999.  Included in net income for the three months
ended  August 31,  2000 was a pre-tax  gain of $32,135  ($18,959  after-tax)  we
recognized  on the  redemption  of our interest in the GTE Mobilnet  partnership
serving  the San  Francisco  Bay area.  Earnings  per  common  share,  basic and
diluted,  for the three months  ended  August 31, 2000 were $0.25 per share,  as
compared to earnings per common share of $0.06 for the three months ended August
31, 1999. Excluding the effect of the redemption of the GTE Mobilnet partnership
interest,  earnings per share would have been $0.05.  The table below summarizes
results of operations for each period:

<TABLE>
<CAPTION>

                                            Three Months Ended
                                          8/31/00      8/31/99    % Change
                                         ---------    ---------  ----------
<S>                                       <C>         <C>           <C>
EBITDA (1)                                $ 68,366    $  57,926       18%
Operating income                          $ 77,955    $  38,940      100%
Net income                                $ 23,851    $   5,679      320%
Earnings per common share-
    Basic and Diluted                      $  0.25      $  0.06      317%

</TABLE>

(1)  Earnings  before  income  from  minority  cellular  investment   interests,
allocations  to  minority  interests  in  consolidated  subsidiaries,   interest
expense,  interest income, income taxes,  depreciation and amortization,  (gain)
loss on disposition of assets,  recapitalization  costs and other  non-recurring
charges ("EBITDA") is presented because it is a financial  indicator used in the
telecommunications  industry.  Our  calculation  of  EBITDA  may or  may  not be
consistent  with the  calculation of EBITDA by other companies and should not be
viewed as an  alternative to generally  accepted  accounting  principles  (GAAP)
measurements such as operating income, net income or cash flows from operations.

                                       17
<PAGE>

Domestic Operations

Revenue

                                 Three Months Ended
                                  8/31/00    8/31/99   % Change
                                 ---------  ---------  ---------
Service revenue                  $ 83,174   $ 69,409      20%
Equipment sales                     3,557      3,110      14%
                                 ---------  ---------
Total revenue                    $ 86,731   $ 72,519      20%
                                 =========  =========

Total Domestic service revenue,  excluding roaming revenue,  increased $8,435 to
$49,826,  a 20% increase  from the three  months  ended  August 31,  1999.  This
increase was  primarily  due to an increase in revenue from new  subscribers  of
$15,524,  partially  offset by a decrease in retail  revenue per  subscriber  of
$7,089.  The decrease in retail  revenue per subscriber was primarily due to the
rollout  of  digital  plans  that  include a larger  amount of plan  minutes  as
compared to analog rate plans.  Revenue from domestic roaming usage increased to
$33,348 or 19% over roamer revenues of $28,018 for the three months ended August
31, 1999.  This increase was  primarily  due to an increase in roaming  revenue,
generated  by  increased  usage of $12,962,  partially  offset by a reduction in
roaming rates per minute of $7,632.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was due to a larger number of telephone  and  accessory  units sold
during the current period.

Our Domestic  operations had  approximately  466,800 and 341,200  subscribers at
August  31,  2000  and  August  31,  1999,  respectively.   Increases  from  new
activations  of  192,500  were  offset by  subscriber  cancellations  of 93,700.
Included in the number of  subscribers  as of August 31, 2000 are  approximately
26,800   subscribers   acquired  in  the  Lake   Charles,   Kokomo  and  Allegan
acquisitions.  The  cancellations  experienced by the Domestic  operations  were
primarily the result of competitive factors and non-payment.

Domestic  revenue  per  subscriber  per month,  based upon an average  number of
subscribers,  was $63 for the three months ended August 31, 2000, as compared to
$73 for the three months ended August 31, 1999.  The decrease in retail  revenue
per  subscriber was primarily due to the rollout of digital plans that include a
larger amount of plan minutes as compared to analog rate plans.

                                       18
<PAGE>


Costs and expenses
<TABLE>
<CAPTION>
                                             Three Months Ended
                                             8/31/00     8/31/99   % Change
                                           ----------   ---------  ---------
<S>                                        <C>          <C>         <C>
Cost of equipment sold                     $   6,795    $  5,555       22%
Cost of services                           $   9,573    $  7,219       33%
Sales and marketing                        $  11,368    $ 10,280       11%
General and administrative                 $  13,117    $ 10,715       22%

EBITDA                                     $  45,878    $ 38,750       18%
(Gain) loss on disposition of assets         (32,135)          2       N/A
Depreciation and amortization                 10,521       7,973       32%
                                           ----------   ---------
Operating income                           $  67,492    $ 30,775      119%
                                           ==========   =========
</TABLE>

Cost of equipment sold increased  during the three months ended August 31, 2000,
primarily  due to an  increase  in the  number of  telephone  units sold and the
higher costs associated with digital phones.

Cost of  services  increased  during the three  months  ended  August 31,  2000,
primarily  due to the  variable  costs  associated  with a  larger  revenue  and
subscription  base and increased  wireless  coverage  areas  resulting  from the
continued expansion of the Domestic network.

Sales and marketing  expenses increased during the three months ended August 31,
2000,  primarily due to a larger number of retail  locations and expanded  sales
force. Cost to acquire per activation was $295 for the three months ended August
31, 2000, as compared to $291 for the three months ended August 31, 1999.

General and  administrative  expenses  increased  during the three  months ended
August 31,  2000,  primarily  due to  increased  costs to support the  expanding
subscriber base.

EBITDA for the  Domestic  operations  for the three months ended August 31, 2000
was $45,878, an increase of $7,128 or 18% over the three months ended August 31,
1999.

The gain on  disposition  of assets for the three  months  ended August 31, 2000
represents  the pre-tax gain we recognized on the  redemption of our interest in
the GTE Mobilnet partnership serving the San Francisco Bay area.

Depreciation  and  amortization  for the three  months ended August 31, 2000 was
$10,521,  an increase of $2,548 or 32% from the three  months  ended  August 31,
1999.  This  increase  was  the  result  of  depreciation   related  to  capital
expenditures  made during fiscal 2001 and 2000 in connection  with the continued
expansion of our Domestic  operations as well as depreciation  and  amortization
related to the Lake Charles, Kokomo and Allegan acquisitions.

Operating  income for the three months  ended  August 31, 2000 was  $67,492,  an
increase of $36,717  from the  operating  income of $30,775 for the three months
ended August 31, 1999.

                                       19
<PAGE>


Caribbean Wireless Operations

Revenue
                                    Three Months Ended
                                    8/31/00    8/31/99   % Change
                                   ---------  ---------  ---------
Service revenue                    $ 42,739   $ 35,726      20%
Equipment sales                       2,712      1,157     134%
                                   ---------  ---------
Total revenue                      $ 45,451   $ 36,883      23%
                                   =========  =========

Total Caribbean  Wireless  service revenue  increased  $7,013 or 20% to $42,739.
This increase was primarily due to an increase in revenues from new  subscribers
of $13,326,  partially  offset by a decrease in retail  revenue per  subscriber,
which accounted for a decrease of $6,313.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was primarily  due to an increase in the number of telephone  units
sold.

Our Caribbean  Wireless  operations  had  approximately  197,200  subscribers at
August 31, 2000, an increase of 36% from the 145,100  subscribers  at August 31,
1999.  Increases  from new  activations  of 120,900  were  offset by  subscriber
cancellations of 68,800. The cancellations experienced by our Caribbean Wireless
operations were primarily the result of competitive factors and non-payment.

Caribbean  Wireless  revenue  per  subscriber  per month,  based upon an average
number of  subscribers,  was $80 for the three months ended August 31, 2000,  as
compared to $88 for the three months ended August 31, 1999.

                                       20
<PAGE>

Costs and expenses
                                          Three Months Ended
                                          8/31/00   8/31/99   % Change
                                         ---------  --------- ---------
Cost of equipment sold                   $  2,706   $  1,983      36%
Cost of services                         $  6,325   $  5,573      13%
Sales and marketing                      $  8,635   $  6,161      40%
General and administrative               $  8,835   $  7,303      21%

EBITDA                                   $ 18,950   $ 15,863      19%
Depreciation and amortization               9,261     10,006      (7%)
                                         ---------  ---------
Operating income                         $  9,689   $  5,857      65%
                                         =========  =========



Cost of  services  increased  during the three  months  ended  August 31,  2000,
primarily  due to the  variable  costs  associated  with a  larger  revenue  and
subscription  base and increased  wireless  coverage  areas  resulting  from the
continued expansion of our wireless network in the Caribbean.

Sales and marketing  expenses increased during the three months ended August 31,
2000,  primarily  due to the increase in gross  subscriber  additions as well as
marketing expenses related to the Dominican Republic.

General and  administrative  expenses  increased  during the three  months ended
August 31,  2000,  primarily  due to  increased  costs to support the  expanding
subscriber base.

EBITDA for the Caribbean  Wireless  operations for the three months ended August
31, 2000 was  $18,950,  an increase of $3,087 or 19% over the three months ended
August 31, 1999.

Depreciation  and  amortization  for the three  months ended August 31, 2000 was
$9,261,  a decrease of $745 or 7% from the three  months  ended August 31, 1999.
This decrease  resulted from PCS phones  becoming  fully  depreciated.  This was
partially  offset by depreciation  related to capital  expenditures  made during
fiscal 2001 and 2000 in connection with the development and network expansion of
our Caribbean  wireless  telephone  systems and the purchase of  additional  PCS
phones.

Operating  income for the three  months  ended  August 31, 2000 was  $9,689,  an
increase of $3,832 from  operating  income of $5,857 for the three  months ended
August 31, 1999.

                                       21
<PAGE>

Caribbean Wireline Operations

Revenue
                                   Three Months Ended
                                    8/31/00    8/31/99    % Change
                                   ----------  --------   ---------
Service revenue                    $  14,497   $ 9,643        50%
Equipment sales                          162        50       224%
                                   ----------  --------
Total revenue                      $  14,659   $ 9,693        51%
                                   ==========  ========


Total  Caribbean  Wireline  revenue  increased  $4,966 or 51% to $14,659 for the
three months ended August 31, 2000.  Termination  revenue  decreased  $2,624, or
64%, to $1,494 for the three  months  ended  August 31,  2000,  reflecting a 75%
increase  in  terminating  minutes  of use,  offset  by a  decrease  in rate per
terminating  minute.  The decrease in rate per terminating minute reflects a new
rate with the Puerto Rico Telephone  Company  ("PRTC")  effective as of April 7,
2000.

Business switched and private line revenue increased 74% to $5,592 for the three
months ended August 31, 2000. This increase  reflects a 54% increase in business
access lines to 17,077 lines as of the end of the first quarter as well as a 90%
increase in dedicated access line equivalents to 37,487 at August 31, 2000.

Revenue from the AACR and Infochannel  acquisitions totaled $4,876 for the three
months ended August 31, 2000.

Costs and expenses
                                        Three Months Ended
                                        8/31/00    8/31/99    % Change
                                       ---------  ---------   ---------
Cost of equipment sold                 $    205   $     61       236%
Cost of services                       $  6,359   $  3,940        61%
Sales and marketing                    $  1,817   $  1,333        36%
General and administrative             $  2,740   $  1,046       162%

EBITDA                                 $  3,538   $  3,313         7%
Depreciation and amortization             2,764      1,005       175%
                                       ---------  ---------
Operating income                       $    774   $  2,308       (66%)
                                       =========  =========

Cost of  services  increased  during the three  months  ended  August 31,  2000,
primarily due to increased costs to support the expanding  Wireline business and
expenses related to AACR.

Sales  and  marketing  expenses  increased  during  the  year  primarily  due to
increased advertising as well as the hiring of additional sales force to support
the growing business.

General and  administrative  expenses  increased  during the three  months ended
August 31, 2000,  primarily due to increased expenses related to the acquisition
of AACR as well as increased costs to support the expanding customer base.

                                       22
<PAGE>


EBITDA for the Caribbean  Wireline  operations for the three months ended August
31, 2000 was  $3,538,  an  increase  of $225 or 7% over the three  months  ended
August 31, 1999.

Depreciation  and  amortization  for the three  months ended August 31, 2000 was
$2,764,  an increase of $1,759 or 175% over the three  months  ended  August 31,
1999.  This  increase  was due to  increased  depreciation  associated  with the
expansion of our network in addition to increased  depreciation and amortization
related to the AACR and Integrated Systems acquisitions.

Operating income for the three months ended August 31, 2000 was $774, a decrease
of $1,534 from the operating  income of $2,308 for the three months ended August
31, 1999.

Consolidated

Other non-operating income and expenses

Net interest  expense was $41,584 for the three months ended August 31, 2000, an
increase of $5,650 or 16% from the three months  ended  August 31,  1999.  Gross
interest  expense  for the three  months  ended  August 31,  2000 was $42,066 as
compared to $37,560 for the three months ended August 31, 1999. The increases in
interest  expense  reflect an increase in total debt of $154,579 from August 31,
1999.

The increase in total debt from August 31, 1999 was the result of borrowings for
acquisitions,  assumed debt for completed  acquisitions  of $19,923,  additional
borrowings  for capital  expenditures  related to the expansion of the Caribbean
Wireless operation's PCS network infrastructure,  the expansion of the Caribbean
Wireline  network  and the  purchase  of PCS  telephones.  Total  cash  paid for
acquisitions,  net of cash  acquired,  during the twelve months ended August 31,
2000 was approximately  $144,300.  The average debt outstanding during the three
months ended August 31, 2000 was $1,606,308, an increase of $136,865 as compared
to the average debt level of $1,469,443 during the three months ended August 31,
1999. Our weighted average interest rate increased to 10.5% for the three months
ended August 31, 2000 from 10.2% for the three months ended August 31, 1999.

After loss  attributable  to minority  interests in  subsidiaries  for the three
months ended August 31, 2000, pre-tax income was $42,529, as compared to pre-tax
income of $6,535 for the three  months  ended  August 31,  1999.  The income tax
expense was $18,678 for the three months  ended August 31, 2000,  as compared to
income tax  expense of $856 for the three  months  ended  August 31,  1999.  The
increase in income tax expense is primarily  the result of taxes  related to the
gain we  recognized  on the  redemption  of our  interest  in the  GTE  Mobilnet
partnership serving the San Francisco Bay area.

These  factors  resulted  in net income of $23,851  for the three  months  ended
August 31, 2000,  which represents an increase of $18,172 from the net income of
$5,679 for the three months ended August 31, 1999.

                                       23
<PAGE>


Liquidity and Capital Resources

On February 29, 2000, we amended and restated our existing  senior term loan and
revolving credit facilities and increased the commitment  thereunder by $200,000
to an aggregate of $1,250,000.  The amended and restated  credit  facilities are
referred to as the New Credit Facility. The New Credit Facility consists of four
term loans in an aggregate principal amount of $1,000,000 and a revolving credit
facility in an aggregate  principal amount of $250,000.  The borrowers under the
New Credit  Facility are  Centennial  Cellular  Operating Co. LLC for a $325,000
term loan and Centennial  Puerto Rico  Operations  Corp. for three separate term
loans  aggregating  $675,000.  The revolving  credit facility portion of the New
Credit  Facility is now equally  available to both of the borrowers.  The amount
available  under  the  revolving  credit  facility  as of  August  31,  2000 was
$162,500.

For the three months ended August 31, 2000,  earnings  exceeded fixed charges by
$43,709.  Fixed charges consist of interest expense,  including  amortization of
debt  issuance  costs and the  portion  of rents  deemed  representative  of the
interest portion of leases.  The amount by which earnings exceeded fixed charges
reflects non-cash charges of $22,546 relating to depreciation and amortization.

As of August 31, 2000, we had $447,425 of property,  plant and  equipment  (net)
placed in  service.  During the three  months  ended  August 31,  2000,  we made
capital  expenditures of $63,287 to continue the construction of our new network
in the Dominican  Republic and to expand the coverage areas and upgrade our cell
sites  and  call  switching   equipment  of  existing   Domestic  and  Caribbean
properties.  Capital  expenditures for the Caribbean operations were $50,181 for
the three months ended August 31, 2000,  representing  79% of our total  capital
expenditures.  The Caribbean operations capital expenditures included $14,755 to
add  capacity  and  services  and to continue  the  expansion of our PCS network
infrastructure,  $6,140 to purchase  telephone  units which  remain our property
while in use by subscribers and $29,280  related to the initial  buildout of our
PCS network in the Dominican  Republic.  Our future commitments for property and
equipment include the addition of cell sites to expand coverage and enhancements
to the existing  infrastructure of our wireless telephone systems. During fiscal
year  2001,  we  anticipate  capital  expenditures  in our  Domestic  systems of
approximately  $40,000.  We  currently  estimate  that the cost to continue  the
expansion of our Puerto Rico network infrastructure and purchase telephone units
during fiscal 2001 will be approximately  $92,000.  We estimate the initial cost
of the buildout of our wireless operations in the Dominican Republic and Jamaica
over the next three fiscal years will be approximately  $225,000.  Additionally,
we expect  additional  capital  expenditures  to  obtain  undersea  fiber  optic
transmission capacity in the Caribbean and to upgrade the Pegasus Communications
cable systems which we acquired in September 2000 will be approximately  $23,000
during fiscal 2001.

We expect to finance our capital expenditures primarily from cash flow generated
from  operations,  proceeds from asset sales and  borrowings  under our existing
revolving  credit  facility.  We may also seek various other sources of external
financing,  including,  but not  limited  to, bank  financing,  joint  ventures,
partnerships and placement of debt or equity  securities.  In September 2000, we
sold our 25% equity investment interest in the Modoc, California Partnership and
our  14.29%  equity  investment  interest  in the  Pennsylvania  RSA No.  6 (II)
Partnership  in Lawrence,  Pennsylvania  for cash of  approximately  $6,900.  We
expect to consummate  the sale of our Southwest  properties to Western  Wireless
Corporation for $202,500 by the end of calendar year 2000.

                                       24
<PAGE>


In order to meet our obligations  with respect to our operating  needs,  capital
expenditures,  and debt service obligations, it is important that we continue to
improve  operating  cash flow.  Increases  in  revenue  will be  dependent  upon
continued  growth in the  number  of  subscribers  and  maximizing  revenue  per
subscriber. We have continued the development of our managerial,  administrative
and marketing functions, and are continuing the construction of wireless systems
in our  existing  and  recently  acquired  markets  in  order to  achieve  these
objectives.  There is no assurance  that growth in  subscribers  or revenue will
occur.  In  addition,  our  participation  in the  Caribbean  telecommunications
business  has been,  and is  expected  to  continue  to be,  capital  intensive.
Further,  due to the  start-up  nature of our  Dominican  Republic  and  Jamaica
operations,  we expect that it will require  additional  cash investment to fund
our operations over the next several years.

The  following  tables  sets  forth,  for the  periods  indicated,  our net cash
provided by operating  activities  before interest payments (net cash provided),
our  principal  uses of such cash and the cash  available  for  (required  from)
financing and investing activities:
<TABLE>
<CAPTION>

                                                                          Three Months Ended August 31,
                                                                         -----------------------------
                                                                   2000                             1999
                                                                  ------                           ------
                                                                     % of net                        % of net
                                                                       cash                           cash
                                                            Amount    provided         Amount        provided
                                                          ---------- ----------      ----------      ----------
<S>                                                        <C>          <C>           <C>             <C>
Net  cash  provided  by  (used  in)
     operating activities                                  $ 39,522       49%         $ (6,284)        (12)%
Interest paid                                                40,754       51%           59,307         112%
                                                          ----------    ------       ----------       ------
Net cash provided                                          $ 80,276      100%         $ 53,023         100%
                                                          ==========    ======       ==========       ======

Principal uses of cash
Interest paid                                              $ 40,754       51%         $ 59,307         112%
Property, plant & equipment                                  63,287       79%           32,385          61%
                                                          ----------    ------       ----------       ------
Total                                                      $104,041       130%        $ 91,692         173%
                                                          ==========    ======       ==========       ======
Cash required from other financing and
     investing activities                                  $(23,765)     (30%)        $(38,669)        (73)%
                                                          ==========    ======       ==========       ======
</TABLE>


     Net cash provided by operating activities for the three months ended August
31, 2000 was not  sufficient to fund our  expenditures  for property,  plant and
equipment of $63,287.

                                       25
<PAGE>

     The  following  table sets forth the primary  cash flows  provided by other
financing and investing activities for the periods indicated:

<TABLE>
<CAPTION>

                                                                             Three Months Ended August 31,
                                                                            -------------------------------
                                                                           2000                         1999
                                                                         --------                     --------
<S>                                                                  <C>                            <C>
Proceeds from disposition of assets                                     $      -                      $      3
Proceeds from the exercise of stock options                                  361                             -
Proceeds from issuance of long-term debt                                  67,500                        16,170
Proceeds from maturity of restricted
    securities                                                            19,888                        19,998
Distributions received from equity investments-net                         7,338                         2,835
                                                                        ---------                     ---------
Cash provided by other financing and
    investing activities                                                  95,087                        39,006
                                                                        ---------                     ---------

Repayment of debt                                                        (19,076)                       (1,125)
Debt issuance costs paid                                                       -                          (173)
Acquisitions, net of cash acquired                                       (45,992)                       (1,968)
                                                                        ---------                     ---------
Cash available for operations and capital
    expenditures                                                        $ 30,019                      $ 35,740
                                                                        =========                     =========

</TABLE>

Based upon current  market  conditions  and our current  capital  structure,  we
believe  that cash flows from  operations  and funds  from  currently  available
credit  facilities  will  be  sufficient  to  enable  us to meet  required  cash
commitments through the next twelve month period.

                                       26
<PAGE>

Acquisitions, Exchanges and Dispositions

Our primary acquisition  strategy is to acquire controlling  ownership interests
in  communications  systems  serving  markets  which are proximate to or share a
community of interest with our current  markets.  Our strategy of clustering our
operations in proximate  geographic  areas  enables us to achieve  operating and
cost efficiencies as well as joint marketing benefits. Clustering also allows us
to offer our subscribers more areas of uninterrupted  service as they travel. In
addition  to  expanding  our  existing  clusters,  we also may  seek to  acquire
interests  in wireless  systems in other  geographic  areas.  We also may pursue
other communications  businesses we determine to be desirable. The consideration
for such  acquisitions  may  consist  of shares of stock,  cash,  assumption  of
liabilities or a combination thereof.

In August 2000,  GTE Mobilnet of  California  Limited  Partnership  redeemed the
Company's  approximate 2.9% equity investment  interest in the San Francisco Bay
Area cluster for approximately $48,000 of current assets. The Company recorded a
pre-tax  gain of $32,135,  which is included  in (gain) loss on  disposition  of
assets in the consolidated statement of operations.

In July 2000,  we entered  into a  definitive  agreement  to sell our  Southwest
cluster to Western Wireless Corporation for approximately  $202,500 in cash. Our
Southwest  cluster  consists of rural service areas in and around Yuma,  Arizona
(Arizona  RSA-4) and El Centro,  California  (California  RSA-7).  The Southwest
cluster  also  includes  paging and  specialized  mobile radio  operations.  The
transaction is subject to customary  closing  conditions,  including  regulatory
approvals, and is expected to close by the end of calendar year 2000.

In July 2000,  we acquired a 60%  interest  in  Infochannel  Limited,  a leading
Internet Service Provider on the island of Jamaica for $8,000 in cash.

In July 2000,  we purchased  the remaining  74.9% of the  non-wireline  (A-Side)
cellular license and wireless  telephone system serving Lake Charles,  Louisiana
MSA  No.  197  that  we  did  not  own.  The  Lake  Charles  market   represents
approximately  180,000 Net Pops. The purchase price was approximately $42,300 in
cash, subject to adjustment.

In May 2000, we acquired a 51% interest in Paradise Wireless  (Jamaica) Limited,
a Jamaican  company  which holds a 20 MHz CDMA  license  covering  the island of
Jamaica.  Jamaica has a population of  approximately  2.6 million.  The purchase
price was $25,500 in cash.

In April  2000,  we  acquired a wireless  telephone  system  serving the Kokomo,
Indiana  Metropolitan  Statistical  Area  #271.  The  Kokomo  market  represents
approximately  101,000 Net Pops. The purchase price was approximately $25,600 in
cash, subject to adjustment.

In April 2000, we acquired of a 70% interest in AACR in the  Dominican  Republic
for  approximately   $19,800  in  cash,  subject  to  adjustment.   AACR  is  an
international  long distance  provider  that also holds a 30 MHz PCS license,  a
Local  Multipoint  Distribution  System  license and a certificate  to provide a
broad range of  telecommunications  services in the Dominican Republic.  The PCS
license covers approximately 8.9 million Pops in the Dominican Republic.

                                       27
<PAGE>


In March 2000, we acquired an  international  gateway switch in Miami,  Florida.
With the  purchase of this  switch,  we expect to deliver  our growing  outbound
traffic from our  Caribbean  service  areas much closer to its  destination.  We
believe that there is a  significant  community  of interest  between the Puerto
Rican,  Dominican and Jamaican population on the East Coast of the United States
and our  Caribbean  customers.  This switch  allows us to more cost  effectively
serve our customers in the Caribbean. In addition, we hope to attract southbound
minutes for  termination  in Puerto Rico,  the Dominican  Republic,  Jamaica and
around the region.

In November 1999, we acquired the wireless telephone system in Allegan, Michigan
(Michigan-8)  for cash of  approximately  $31 million and 300,000  shares of our
common  stock  (valued at $3,700 on the closing  date),  subject to  adjustment.
Allegan has a  population  of  approximately  103,000 and is  contiguous  to our
existing service areas in Michigan.

In August 1999, we acquired Integrated Systems,  Inc. and Spiderlink Puerto Rico
Internet  Services for cash of  approximately  $2,000 and 240,000  shares of our
common stock (valued at $3,885 on the closing dates).  These  companies  provide
network design and integration,  systems consulting  software design development
and  complete  Internet  solutions  for  businesses  in  Puerto  Rico,  such  as
e-commerce,  corporate  e-mail,  web site development and local area networks to
Internet gateways.

Stock Split

On January 21, 2000, we effected a three-for-one  stock split of all outstanding
shares of our common stock. In connection with the stock split, we increased our
authorized shares of common stock to 150,000,000 shares.

Name Change

On February 29, 2000,  we changed our name from  Centennial  Cellular  Corp.  to
Centennial  Communications Corp. to better reflect the integrated communications
services we offer.

New Accounting Standards

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
No. 101"). SAB No. 101 provides  additional  guidance on revenue  recognition as
well as criteria for when revenue is generally  realized and earned.  We plan to
adopt SAB No. 101  effective in the fourth  quarter of fiscal 2001.  We have not
determined the impact of the adoption on our results of operations and financial
position, but we expect that this change will not affect cash flows.

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 137 "Deferral of the Effective
Date of SFAS  No.  133",  which  defers  the  effective  date of SFAS  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities" to all fiscal
quarters of fiscal years  beginning  after June 15, 2000. In June 2000, the FASB
issued SFAS No. 138, an amendment to SFAS No. 133. We are  currently  evaluating

                                       28
<PAGE>

the  financial  impact of  adoption of SFAS No. 133, as amended by SFAS No. 138.
The  adoption  is not  expected  to have a  material  effect on our  results  of
operations, financial position and cash flows.

In March 2000, the FASB issued  Interpretation  No. 44,  "Accounting for Certain
Transactions  Involving  Stock  Compensation - an  interpretation  of Accounting
Principles  Board  ("APB")  Opinion No. 25" ("FIN No. 44").  The  interpretation
provides  guidance on certain issues  relating to stock  compensation  involving
employees  that arose in applying APB Opinion No. 25. Among other  things,  this
Interpretation  clarifies  (a) the  definition  of an employee  for  purposes of
applying APB No. 25, (b) the criteria for  determining  whether a plan qualifies
as a  noncompensatory  plan,  (c)  the  accounting  for  an  exchange  of  stock
compensation awards in a business combination.  We adopted the provisions of FIN
No. 44 effective  July 1, 2000.  The adoption did not have a material  effect on
our results of operations, financial position and cash flows.

Commitments and Contingencies

We have filed a shelf  registration  statement with the SEC for up to 72,000,000
shares of our common stock that may be offered  from time to time in  connection
with acquisitions.  The registration statement was declared effective by the SEC
on July 14, 1994. As of October 12, 2000, 37,613,079 shares remain available for
future acquisitions.

On July 7, 2000, the Securities and Exchange  Commission  declared our universal
shelf registration statement effective which registered an aggregate of $750,000
of securities (debt,  common stock,  preferred stock and warrants) as well as 20
million shares of our common stock out of  approximately 87 million shares owned
by  our  controlling  stockholders  (Welsh,  Carson,  Anderson  &  Stowe  and an
affiliate of the Blackstone Group).

Subsequent Events

In September 2000, we completed the acquisition of the cable  television  assets
of Pegasus Communications for $170,000 in cash. The newly-acquired cable systems
have over  57,000  subscribers  and serve  Aguadilla,  Mayaguez,  San German and
surrounding  communities  in the  western  part of  Puerto  Rico,  and pass over
approximately  170,000 homes with their 123 route miles of fiber optic and 1,268
miles of coaxial cable.

In  September  2000,  we sold our 25% equity  investment  interest in the Modoc,
California  Partnership  and  our  14.29%  equity  investment  interest  in  the
Pennsylvania  RSA No. 6 (II)  Partnership in Lawrence,  Pennsylvania for cash of
approximately $6,900.

                                       29
<PAGE>








             Cautionary Statement for Purposes of the "Safe Harbor"
       Provisions of the Private Securities Litigation Reform Act of 1995

     This  report  contains  or   incorporates   by  reference   forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  Some of the statements  made in this report are not historical or current
facts, but deal with potential future circumstances and developments.  Where, in
any  forward-looking  statement,  the  Company or its  management  expresses  an
expectation or belief as to future results or actions, there can be no assurance
that the  statement  of  expectation  or belief  will  result or be  achieved or
accomplished.  Forward-looking  statements can be identified by the use of words
"believe",  "expect",  "estimate",  "anticipate",  "project",  "intend",  "may",
"will",  "estimate" and similar  expressions,  or by discussion of strategy that
involve  risks  and  uncertainties.  We  warn  you  that  these  forward-looking
statements are only predictions and estimates,  which are inherently  subject to
risks and uncertainties.

     Taking  into  account  the  foregoing,  the  following  are  identified  as
important  factors that could cause  actual  results to differ  materially  from
those expressed in any  forward-looking  statement made by, or on behalf of, the
Company:

o       general economic, business, political and social conditions in the areas
        in which we operate;
o       our substantial debt obligations;
o       local operating hazards and risks in the areas in which we operate;
o       the ability to attract and retain qualified personnel;
o       the capital intensity of the telecommunications industry;
o       the competitive nature of the  telecommunications  industry,  including
        potential overbuilding by personal communications service providers;
o       price declines in roaming rates;
o       opportunities for growth through acquisitions and investments and our
        ability to manage this growth;
o       governmental regulation;
o       changes and developments in technology;
o       subscriber cancellations;
o       restrictive covenants and consequences of default contained in our
        financing arrangements;
o       our ability to manage and monitor billing;
o       safety concerns associated with using wireless telephones while
        operating an automobile;
o       possible health effects of radio frequency transmission;
o       control by certain of our stockholders and anti-takeover provisions; and
o       other factors referenced in our filings with the Securities and Exchange
        Commission.

     Given  these  uncertainties,  readers  are  cautioned  not to  place  undue
reliance on these  forward-looking  statements.  We undertake no  obligation  to
update  or  revise  these   forward-looking   statements   to  reflect   events,
developments or circumstances after the date hereof.

                                       30
<PAGE>



ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is subject to market risks due to  fluctuations in interest rates. A
majority of the  Company's  long-term  debt has  variable  interest  rates.  The
Company  utilizes  interest rate swap and collar  agreements  to hedge  variable
interest  rate risk on a portion of its variable  interest  rate debt as part of
its interest rate risk management program.

The table below  presents  principal (or notional)  amounts and related  average
interest rate by year of maturity for the Company's  long-term debt and interest
rate swap and collar  agreements.  Weighted  average variable rates are based on
implied  forward  rates in the  yield  curve as of  August  31,  2000  (based on
information provided by one of the Company's lending institutions):

<TABLE>
<CAPTION>

Amounts in thousands:

                                                     Year ended
                               August 31,  August 31,  August 31,  August 31,  August 31,                             Fair
                                 2001        2002        2003        2004        2005     There-after    Total        value
                              ------------------------------------------------------------------------------------------------
<S>                            <C>         <C>       <C>        <C>          <C>          <C>         <C>          <C>
Long-term debt:
  Fixed rate                   $  7,109    $  6,517          -          -     $    219     $540,493   $  554,338    $  546,198
  Average interest rate           8.24%       8.30%          -          -       10.13%       10.51%       10.46%             -
  Variable rate                $  5,500    $ 39,250   $ 67,375   $ 89,875     $112,375     $764,750   $1,079,125    $1,079,125
  Average interest rate (1)       6.92%       6.96%      6.95%      6.98%        7.03%        7.11%        7.08%             -
Interest rate swaps (pay
  fixed, receive variable):
  Notional amount              $350,000    $150,000          -          -            -            -            -    $    9,191
  Average pay rate                5.40%       5.38%          -          -            -            -            -             -
  Average receive rate            6.92%       6.96%          -          -            -            -            -             -
Interest rate collar:
  Notional amount              $100,000    $100,000   $100,000          -            -            -            -    $      983
  Cap                             7.00%       7.00%      7.00%          -            -            -            -             -
  Floor                           4.45%       4.45%      4.45%          -            -            -            -             -

(1) Represents the average interest rate before applicable margin
</TABLE>

                                       31
<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

     To our knowledge,  there are no material  legal  proceedings to which we or
     our subsidiaries are a party or to which any of our property is subject.

ITEM 2.  Changes in Securities and Use of Proceeds

     None

ITEM 3.  Defaults Upon Senior Securities

     None

ITEM 4.  Submission of Matters to a Vote of Security Holders

     None

ITEM 5.  Other Information

     None

ITEM 6.  Exhibits and Report on Form 8-K

     Each exhibit identified below is filed as a part of this report.

     a) Exhibits

       Exhibit No.                        Description
      -------------                     --------------

      Exhibit 10.1     Asset Purchase  Agreement,  dated as of May 15, 2000,
                       among Centennial Puerto  Rico  Cable  TV  Corp.,  Pegasus
                       Communications Corporation, Pegasus  Cable  Television of
                       San German,  Inc.  and MCT  Cablevision, Limited
                       Partnership.

      Exhibit 27       Financial data schedule (EDGAR filing document only).


     b) Reports on Form 8-K

      None

                                       32
<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.




October 13, 2000



                                                 CENTENNIAL COMMUNICATIONS CORP.


                                                /S/
                                                ---------------------
                                                Peter W. Chehayl
                                                Chief Financial Officer,
                                                Sr. Vice President and Treasurer
                                                (Chief Financial Officer)



                                                /S/
                                                ---------------------
                                                Thomas E. Bucks
                                                Sr. Vice President-Controller
                                                (Chief Accounting Officer)



                                       33