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 AND EXCHANGE ACT OF 1934
                For the quarterly period ended February 28, 2002
                                       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                        (IRS Employer
      incorporation or organization)                     Identification No.)

                                 3349 Route 138
                                 Wall, NJ 07719
          (Address of principal executive offices, including zip code)
                                 (732) 556-2200
               (Registrants 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 -  95,411,688
outstanding shares as of April 10, 2002

<PAGE>

                                Table of Contents

--------------------------------------------------------------------------------


Part I - Financial Information...............................................1
Item 1.  Financial Statements................................................1
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations..........................................20
Item 3.  Quantitative and Qualitative Disclosures about Market Risk.........34
Part II -Other Information..................................................34
Item 1.  Legal Proceedings..................................................34
Item 2.  Changes in Securities and Use of Proceeds..........................34
Item 3.  Defaults Upon Senior Securities....................................34
Item 4.  Submission of Matters to a Vote of Security Holders................34
Item 5.  Other Information..................................................35
Item 6.  Exhibits and Reports on Form 8-K...................................35

                                       ii
<PAGE>


                         Part I - Financial Information

Item 1.       Financial Statements

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (Amounts in thousands, except share data)

<TABLE>
<CAPTION>


                                                                                          February 28,
                                                                                             2002             May 31,
                                                                                          (Unaudited)          2001
                                                                                         -------------      ------------
<S>                                                                                      <C>              <C>
Assets
Current Assets:
    Cash and cash equivalents                                                             $     9,712       $    23,345
    Accounts receivable, less allowance for doubtful accounts of
      $11,588 and $13,047, respectively                                                        86,132            72,638
    Inventory - phones and accessories, less allowance for obsolescence
      of $1,798 and $1,261, respectively                                                       17,645            21,058
    Prepaid expenses and other current assets                                                  18,781            14,792
                                                                                          ------------      ------------
        Total Current Assets                                                                  132,270           131,833
Property, plant and equipment, net                                                            719,026           634,537
Equity investments in wireless systems, net                                                     2,396             1,953
Debt issuance costs, less accumulated amortization of $24,260 and $17,891, respectively        48,633            50,550
U.S. wireless licenses, less accumulated amortization of $299,634 and
    $293,899, respectively                                                                    261,038           266,773
Caribbean wireless licenses, less accumulated amortization of
    $10,374 and $7,697, respectively                                                          117,384           120,061
Goodwill, less accumulated amortization of $32,844 and $26,453, respectively                  140,853           146,069
Franchise and license acquisition costs, less accumulated amortization
    of $10,744 and $4,476, respectively                                                       157,214           164,752
Other assets, net                                                                              74,487            77,747
                                                                                          ------------      ------------
        Total Assets                                                                      $ 1,653,301       $ 1,594,275
                                                                                          ============      ============

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
    Current portion of long-term debt                                                     $    56,854       $    29,947
    Accounts payable                                                                           34,071            38,046
    Accrued expenses and other current liabilities                                            143,026           161,301
    Payable to affiliates                                                                         125               125
                                                                                          ------------      ------------
        Total Current Liabilities                                                             234,076           229,419
Long-term debt                                                                              1,760,600         1,662,289
Deferred federal income taxes                                                                  70,822            73,554
Minority interest in subsidiaries                                                               8,962            17,431
Other liabilities                                                                              17,273             1,512
Commitments and contingencies
Stockholders' Equity (Deficit):
    Common stock par value $0.01 per share: 150,000,000 shares authorized;
      issued 95,482,191 and 94,930,850 shares, respectively; and outstanding
      95,411,688 and 94,860,347 shares, respectively                                              955               949
    Additional paid-in capital                                                                436,318           432,375
    Accumulated deficit                                                                      (864,085)         (821,993)
    Accumulated other comprehensive loss                                                      (10,034)                -
                                                                                          ------------      ------------
                                                                                             (436,846)         (388,669)
    Less: cost of 70,503 common shares in treasury                                             (1,077)           (1,077)
    Deferred compensation                                                                        (509)             (184)
                                                                                          ------------      ------------
        Total Stockholders' Equity (Deficit)                                                 (438,432)         (389,930)
                                                                                          ------------      ------------
        Total Liabilities and Stockholders' Equity (Deficit)                              $ 1,653,301       $ 1,594,275
                                                                                          ============      ============
</TABLE>

            See notes to condensed consolidated financial statements
                                       1

<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                  (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                   Three Months Ended                     Nine Months Ended
                                                           ----------------------------------    ----------------------------------
                                                             February 28,       February 28,       February 28,       February 28,
                                                                2002               2001               2002               2001
                                                           ---------------    ---------------    ---------------    ---------------
<S>                                                         <C>                <C>               <C>                <C>
Revenue:
    Service revenue                                         $     169,983      $     150,116     $      506,671     $      460,339
    Equipment sales                                                 6,719              6,832             17,564             20,148
                                                           ---------------    ---------------    ---------------    ---------------
                                                                  176,702            156,948            524,235            480,487
                                                           ---------------    ---------------    ---------------    ---------------

Costs and Expenses:
    Cost of equipment sold                                         17,361             16,085             43,240             35,819
    Cost of services                                               40,638             33,950            122,700            103,301
    Sales and marketing                                            27,944             23,724             81,015             68,343
    General and administrative                                     34,340             26,871             99,466             79,834
    Depreciation and amortization                                  42,306             30,880            114,681             80,618
    Loss (gain) on disposition of assets                              480             (6,364)               469           (369,708)
                                                           ---------------    ---------------    ---------------    ---------------
                                                                  163,069            125,146            461,571             (1,793)
                                                           ---------------    ---------------    ---------------    ---------------

Operating income                                                   13,633             31,802             62,664            482,280
                                                           ---------------    ---------------    ---------------    ---------------

Income (loss) from equity investments                                 176             (1,547)               508              8,082
Interest expense, net                                             (35,097)           (36,235)          (111,127)          (120,320)
Other                                                                   -                184                 48                184
                                                           ---------------    ---------------    ---------------    ---------------

(Loss) income before income taxes, minority interest and
     cumulative effect of change in accounting principle          (21,288)            (5,796)           (47,907)           370,226
Income tax benefit (expense)                                        3,029             (1,449)            (7,754)          (174,353)
                                                           ---------------    ---------------    ---------------    ---------------
(Loss) income before minority interest and cumulative
    effect of change in accounting principle                      (18,259)            (7,245)           (55,661)           195,873
Minority interest in loss of subsidiaries                           5,209              3,310             13,569              6,283
                                                           ---------------    ---------------    ---------------    ---------------
(Loss) income before cumulative effect of change in
    accounting principle                                          (13,050)            (3,935)           (42,092)           202,156
Cumulative effect of change in accounting principle,
    net of income taxes of ($2,271)                                     -                  -                  -             (3,719)
                                                           ---------------    ---------------    ---------------    ---------------
Net (loss) income                                           $     (13,050)     $      (3,935)     $     (42,092)     $     198,437
                                                           ===============    ===============    ===============    ===============

(Loss) earnings per share:
    Basic:
      (Loss) income before cumulative effect of
        change in accounting principle                      $       (0.14)     $       (0.04)     $       (0.44)     $        2.14
      Cumulative effect of change in accounting principle               -                  -                  -              (0.04)
                                                           ---------------    ---------------    ---------------    ---------------
      Net (loss) income per share                           $       (0.14)     $       (0.04)     $       (0.44)     $        2.10
                                                           ===============    ===============    ===============    ===============

    Diluted:
      (Loss) income before cumulative effect of
        change in accounting principle                      $       (0.14)     $       (0.04)     $       (0.44)     $        2.09
      Cumulative effect of change in accounting principle               -                  -                  -              (0.04)
                                                           ---------------    ---------------    ---------------    ---------------
      Net (loss) income per share                           $       (0.14)     $       (0.04)     $       (0.44)     $        2.05
                                                           ===============    ===============    ===============    ===============

Weighted-average number of shares outstanding:
Basic                                                              95,364             94,656             95,156             94,558
                                                           ===============    ===============    ===============    ===============
Diluted                                                            95,364             94,656             95,156             96,865
                                                           ===============    ===============    ===============    ===============

</TABLE>

            See notes to condensed consolidated financial statements
                                       2


<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                              Nine Months Ended
                                                                                    --------------------------------------
                                                                                       February 28,         February 28,
                                                                                          2002                 2001
                                                                                    -----------------    -----------------
<S>                                                                                  <C>                  <C>
Operating Activities:
    Net (loss) income                                                                $       (42,092)     $       198,437
                                                                                    -----------------    -----------------

Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:
    Depreciation and amortization                                                            114,681               80,618
    Minority interest in loss of subsidiaries                                                (13,569)              (6,283)
    Deferred income taxes                                                                      4,240               42,400
    Income from equity investments                                                              (508)              (8,082)
    Loss (gain) on disposition of assets                                                         469             (369,708)
    Cumulative effect of change in accounting principle                                            -                3,719
    Changes in assets and liabilities, net of effects of acquisitions and
    dispositions:
        Increase in accounts receivable                                                      (14,913)              (7,646)
        Increase in prepaid expenses and other current assets                                   (341)             (13,506)
        (Decrease) increase in accounts payable, accrued expenses and other
           current liabilities                                                                (6,821)              76,449
        Increase in deferred revenue and customer deposits                                     9,947                3,278
    Other                                                                                      5,240                5,895
                                                                                    -----------------    -----------------
    Total adjustments                                                                         98,425             (192,866)
                                                                                    -----------------    -----------------
        Net cash provided by operating activities                                             56,333                5,571
                                                                                    -----------------    -----------------
Investing Activities:
    Proceeds from disposition of assets, net of cash expenses                                    220              493,333
    Capital expenditures                                                                    (181,572)            (165,365)
    Acquisitions, net of cash acquired                                                        (1,125)            (238,639)
    Purchase of short-term investments                                                             -              (71,882)
    Deposits on long-term assets                                                             (15,000)                   -
    Proceeds from maturity of restricted securities                                                -               19,888
    Distributions received from equity investments                                                43               16,366
    Capital contributed to equity investments                                                      -                 (821)
                                                                                    -----------------    -----------------
        Net cash (used in) provided by investing activities                                 (197,434)              52,880
                                                                                    -----------------    -----------------
Financing Activities:
    Proceeds from the issuance of long-term debt                                             178,057              238,400
    Repayment of debt                                                                        (54,522)            (291,915)
    Debt issuance costs paid                                                                  (4,452)                   -
    Proceeds from the exercise of stock options                                                1,587                1,611
      Proceeds from issuance of common stock under employee stock purchase plan                1,898                    -
    Capital contributed from minority interests in subsidiaries                                4,900                    -
                                                                                    -----------------    -----------------
        Net cash provided by (used in) financing activities                                  127,468              (51,904)
                                                                                    -----------------    -----------------

Net (decrease) increase in cash and cash equivalents                                         (13,633)               6,547
Cash and cash equivalents, beginning of period                                                23,345               12,879
                                                                                    -----------------    -----------------
Cash and cash equivalents, end of period                                             $         9,712      $        19,426
                                                                                    =================    =================
Supplemental Cash Flow Disclosure:
    Interest paid                                                                    $       110,284      $       117,736
                                                                                    =================    =================
    Income taxes paid                                                                $         3,725      $        55,899
                                                                                    =================    =================
Non-Cash Transactions:
    Shares issued for acquisition                                                    $             -      $         2,355
                                                                                    =================    =================
</TABLE>


            See notes to condensed consolidated financial statements
                                       3

<PAGE>


              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
       (Amounts in thousands, except subscriber, share and per 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  February  28,  2002  and  the  results  of  its  consolidated
operations  and cash flows for the  periods  ended  February  28, 2002 and 2001.
These financial statements do not include all disclosures required by accounting
principles  generally  accepted in the United States of America.  The statements
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto included in the Company's May 31, 2001 Annual Report on Form 10-K,
which  includes  a  summary  of  significant   accounting   policies  and  other
disclosures. The consolidated balance sheet at May 31, 2001 is audited.

Revenue Recognition:

Service revenue includes  amounts earned for providing  services to wireless and
broadband  customers.  Services  billed in advance are recognized as income when
earned.  Revenue from activation  fees is recognized over the expected  customer
service period, ranging from 26 to 48 months. Revenue from prepaid calling cards
is recognized as the customer  uses the minutes on the cards.  Cable  television
installation  fees are  recognized  in  accordance  with  Statement of Financial
Accounting  Standards ("SFAS") No. 51, "Financial  Reporting by Cable Television
Companies".  Revenue from cable television  installation  fees, to the extent of
direct selling costs, is recognized in the period the  installation is provided.
Revenue from other services is recognized when earned.

Depreciation and Amortization:

Cost  of  equipment  sold  and  cost  of  services   exclude   depreciation  and
amortization for all periods presented.

Income Taxes:

The Company had a negative  worldwide  effective  tax rate of 16.2% for the nine
months  ended  February 28, 2002  primarily as a result of:  pre-tax book losses
generated in Jamaica and the  Dominican  Republic  for which the Company  cannot
record  a tax  benefit;  certain  interest  expense  related  to  the  Company's
unsecured  subordinated notes due 2009 ("Mezzanine Debt") that is not deductible
for U.S. income tax purposes;  and goodwill  amortization that is not deductible
for U.S. income tax purposes.

Reclassifications:

The Company changed its presentation of incollect cost (the cost associated with
its  subscribers  roaming in other markets)  during the year ended May 31, 2001.
The change was a  reclassification  of  incollect  cost from  revenue to cost of
services.  The amounts reclassified for the three and nine months ended February
28, 2001 were $8,616 and $32,550, respectively.

                                       4

<PAGE>

Note 2. Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------------
                                                                            February 28,            May 31,
                                                                                2002                 2001
----------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                  <C>
Term Loans                                                                 $     1,021,873      $       987,500
Revolving Credit Facility                                                          206,000              156,000
10 3/4% Subordinated Debt due 2008                                                 370,000              370,000
Mezzanine Debt                                                                     173,868              172,181
Lucent Credit Facility                                                              43,233                4,365
8 7/8% Senior Notes due 2001                                                             -                1,388
Notes Payable                                                                            -                  516
10 1/8% Senior Notes due 2005                                                          219                  219
Other                                                                                2,261                   67
----------------------------------------------------------------------------------------------------------------
    Total Long-Term Debt                                                         1,817,454            1,692,236
Current Portion of Long-Term Debt                                                  (56,854)             (29,947)
----------------------------------------------------------------------------------------------------------------
    Net Long-Term Debt                                                     $     1,760,600      $     1,662,289
================================================================================================================
</TABLE>

On September 5, 2001,  the Company  amended its bank credit  facility  (the "New
Credit  Facility") to add an additional  $50,000 to the Tranche-C term loan. The
New Credit Facility consists of four term loans in an aggregate principal amount
of $1,050,000 and a revolving  credit facility in an aggregate  principal amount
of $250,000, of which $1,021,873 and $206,000, respectively, were outstanding as
of February 28, 2002. 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  $725,000.  The
revolving  credit  facility  portion of the New Credit  Facility is available to
both of the borrowers.

In March 2001, Centennial Digital Jamaica Ltd. ("Centennial Digital Jamaica"), a
subsidiary  of  the  Company,  signed  an  agreement  with  Lucent  Technologies
("Lucent")  whereby Lucent agreed to provide  Centennial  Digital Jamaica with a
$75,000 credit  facility  ("Lucent  Credit  Facility") to fund the build out and
operation of our communications network in Jamaica.  Borrowings under the Lucent
Credit  Facility bear interest at LIBOR (1.88% at February 28, 2002) plus 6.50%.
The Lucent Credit Facility matures in 2007, with principal  repayments beginning
in December 2004. Under the Lucent Credit Facility,  Centennial  Digital Jamaica
is  required to maintain  certain  financial  and  operating  covenants,  and is
limited in its ability to, among other things, incur additional indebtedness. As
of February 28, 2002,  $43,233 was outstanding under the Lucent Credit Facility.
In connection with the Lucent Credit Facility,  the Company has agreed to make a
total of approximately  $9,690 (based on the Company's 51% ownership interest as
of February 28, 2002) of capital  contributions  to Centennial  Digital  Jamaica
over the next  several  years,  of which $5,100 has been made as of February 28,
2002.  Substantially  all of Centennial  Digital Jamaica's assets are pledged as
collateral for the Lucent Credit Facility debt.  Centennial  Digital Jamaica has
been  designated  an  unrestricted  subsidiary  for  purposes  of the  Company's
outstanding $370,000 10 3/4% Subordinated Debt and, generally, is not subject to
the  covenants  of the New  Credit  Facility.  The  Lucent  Credit  Facility  is
non-recourse to the Company.

In January 2002,  Centennial Puerto Rico Cable TV Corp.  ("Centennial Cable"), a
wholly-owned subsidiary of the Company,  entered into a $15,000 credit agreement
with Banco  Popular de Puerto Rico (the  "Cable  Credit  Facility")  to fund the
digital  conversion of its cable  operations.  Borrowings under the Cable Credit

                                       5
<PAGE>

Facility bear interest at LIBOR plus 3.50%. The Cable Credit Facility matures in
February  2006 with  principal  repayments  beginning in August 2002.  Under the
Cable  Credit  Facility,  Centennial  Cable  is  required  to  maintain  certain
financial covenants and is limited in its ability to, among other things,  incur
additional indebtedness.  Centennial Puerto Rico Operations Corp. has guaranteed
Centennial  Cable's  obligation under the Cable Credit Facility.  As of February
28, 2002, no amounts were outstanding under the Cable Credit Facility.

Other debt at February 28, 2002 included a $2,000  mortgage loan from a Jamaican
lending  institution to Centennial Digital Jamaica  collateralized by Centennial
Digital Jamaica's corporate headquarters building in Kingston, Jamaica.

The aggregate annual  principal  payments for the next five years and thereafter
under the Company's debt at February 28, 2002, are summarized as follows:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------
<S>                                                                                <C>
February 28, 2003                                                                  $        56,854
February 28, 2004                                                                           79,577
February 28, 2005                                                                          104,035
February 28, 2006                                                                          141,382
February 28, 2007                                                                          333,057
February 28, 2008 and thereafter                                                         1,102,549
---------------------------------------------------------------------------------------------------
                                                                                   $     1,817,454
===================================================================================================
</TABLE>


The Company was in  compliance  with all  covenants  of its debt  agreements  at
February 28, 2002.

Interest expense, as reflected in the financial  statements,  has been partially
offset by interest income.  The gross interest expense for the nine months ended
February 28, 2002 and 2001 was $111,932 and $124,228, respectively.

On June 1, 2001, the Company  adopted SFAS No. 133,  "Accounting  for Derivative
Instruments and Hedging  Activities".  Under SFAS No.133, the Company's interest
rate  swaps and  collar  qualify  for cash flow hedge  accounting.  The  Company
recorded a transition  adjustment of $4,499 in accumulated  other  comprehensive
loss  attributable  to fair value  adjustments  of interest rate swap and collar
agreements.  In  connection  with the  adoption  of SFAS No.  133,  the  Company
recorded a liability of $7,626,  which is included in other  liabilities  in the
consolidated  balance  sheet.  This  increase  was the result of  adjusting  the
carrying  amounts of the Company's  derivatives  to reflect their fair values on
June 1, 2001.

During the nine  months  ended  February  28,  2002,  the  Company  recorded  an
additional $5,535 in accumulated other  comprehensive  loss attributable to fair
value  adjustments  of  interest  rate swap and collar  agreements.  The Company
increased  its  liabilities  by  $9,647 as a result of  adjusting  the  carrying
amounts of our derivatives to reflect their fair values at February 28, 2002.

                                       6
<PAGE>

Note 3. Acquisitions/Dispositions

Acquisitions:

In April 2001,  the Company  completed the  acquisition  of the Teleponce  cable
television  company for approximately  $108,000 in cash. A portion of the excess
of the  purchase  price  over the fair  value of net  assets  acquired  has been
recorded as franchise and license  acquisition costs with the remainder recorded
as goodwill.

In September 2000, the Company completed the acquisition of the cable television
assets  of  Pegasus  Communications  for  $170,000  in cash.  The  excess of the
purchase  price over the fair value of net assets  acquired has been recorded as
franchise and license acquisition costs.

In July 2000,  the Company  acquired a 60% interest in Infochannel  Limited,  an
Internet  service  provider  on the  island of Jamaica  for $8,000 in cash.  The
excess of the purchase price over the fair value of net assets acquired has been
recorded as goodwill.

In July 2000,  the Company  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 it did not own.  The  purchase  price was $42,300 in
cash.

The  following  summary pro forma  information  includes the  operations  of the
Company as if the above acquisitions had been consummated as of June 1, 2000:

--------------------------------------------------------------------------------
                                                              Nine Months Ended
                                                              February 28, 2001
--------------------------------------------------------------------------------
Revenue                                                       $      503,426
Net income                                                           193,135
Earnings per common share:
    Basic                                                               2.04
    Diluted                                                             1.99

Other Acquisition:

In December 2000, the Company acquired Com Tech  International  Corporation,  an
owner of undersea fiber optic cable capacity, for approximately $16,900.

Dispositions:

In November 2000,  the Company sold its Southwest  cluster for $202,500 in cash.
The Company  recorded a pre-tax gain of  approximately  $183,000 during the year
ended May 31, 2001.

In November 2000, the Company sold its interest in the Sacramento-Valley Limited
Partnership  for  $236,000  in cash.  The  Company  recorded  a pre-tax  gain of
approximately $159,100 during the year ended May 31, 2001.

In September 2000, the Company sold its 25.0% equity investment  interest in the
Modoc,  California  Partnership and its 14.3% equity investment  interest in the
Pennsylvania  RSA No. 6 (II)  Partnership in Lawrence,  Pennsylvania for cash of
approximately $6,900.

                                       7
<PAGE>


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 $48,100 of current assets. The Company recorded a
pre-tax gain of approximately  $25,100, which is included in gain on disposition
of assets in the consolidated statement of operations for the three months ended
August 31, 2000.

Other:

In June 2001 the Company  and Global  Crossing  Ltd.  entered  into  definitive,
multi-year agreements for the purchase and sale of fiber-optic undersea capacity
connecting  the Caribbean and the United States and other  products and services
in the  Caribbean.  In  December  2001 and March  2002,  the  Company and Global
Crossing restructured these agreements and significantly reduced the commitments
to each other.  As of February 28, 2002,  the Company has paid $45,000 to Global
Crossing and has received $10,400 from Global  Crossing.  Under the restructured
agreements,  the  Company  has paid  Global  Crossing  a net  amount of  $36,600
($45,000  less  forfeitures  by Global  Crossing of $8,400) in exchange  for (i)
fiber-optic  undersea capacity  connecting Puerto Rico and the United States and
other routes on the Global  Crossing  network and (ii) a $6,600  credit that has
been  applied  towards  the  purchase  of  products  and  services on the Global
Crossing network,  including,  without limitation,  prepaid maintenance costs on
the undersea capacity. As part of the restructured  agreements,  Global Crossing
has received a $2,000 credit from the Company,  which may be used, under certain
circumstances,  towards the purchase of voice  termination in Puerto Rico. Under
the  restructured  agreements,  the  Company  has no further  capacity  purchase
obligations  with Global  Crossing.  Net  amounts  paid by the Company to Global
Crossing are included in other assets in the consolidated  balance sheet, except
for the assets  that the  Company has taken  delivery  of,  which is included in
property,  plant and equipment,  net. The Company has not recognized any revenue
from Global Crossing under this transaction.

Note 4.  Recent Accounting Pronouncements

In July 2001, the FASB issued SFAS No. 141,  "Business  Combinations."  SFAS No.
141 requires  that the purchase  method of  accounting  be used for all business
combinations  initiated  after  June 30,  2001.  SFAS No.  141 also  sets  forth
recognition  criteria  for  intangible  assets  other than  goodwill  as well as
disclosure requirements for business combinations.  The Company adopted SFAS No.
141 on July 1, 2001.

In July 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 changes the accounting for goodwill and  intangibles  with
indefinite  lives from an amortization  method to an  impairment-only  approach.
Goodwill and other  intangible  assets with indefinite  lives will remain on the
balance sheet and not be amortized. On an annual basis, and when there is reason
to suspect that their values have been diminished or impaired, these assets must
be tested for  impairment,  and  write-downs  may be  necessary.  The Company is
required  to  implement  SFAS  No.  142 on  June  1,  2002,  and it has  not yet
determined the impact that this statement will have on its results of operations
or financial position.

In August 2001, the FASB issued SFAS No. 143  "Accounting  for Asset  Retirement
Obligations".  SFAS No. 143  addresses  financial  accounting  and reporting for
obligations  and costs  associated  with the  retirement of tangible  long-lived
assets.  The Company is required to implement  SFAS No. 143 on June 1, 2003, and
has not yet  determined  the impact that this statement will have on its results
of operations or financial position.

In October 2001, the FASB issued SFAS No. 144  "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  SFAS No. 144 replaces SFAS No. 121 "Accounting

                                       8
<PAGE>


for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" and establishes  accounting and reporting standards for long-lived assets to
be  disposed  of by  sale.  This  standard  applies  to all  long-lived  assets,
including  discontinued  operations.  SFAS No. 144 requires that those assets be
measured at the lower of carrying  amount or fair value less cost to sell.  SFAS
No. 144 also  broadens the reporting of  discontinued  operations to include all
components of an entity with operations that can be distinguished  from the rest
of the entity that will be eliminated from the ongoing  operations of the entity
in a disposal transaction.  The Company is required to implement SFAS No. 144 on
June 1, 2002,  and has not yet  determined  the impact that this  statement will
have on its results of operations or financial position.

Note 5.  Segment Information

The Company's  consolidated financial statements include three distinct business
segments: Caribbean Wireless, Caribbean Broadband and U.S. Wireless. The Company
determines  its segments  based on the types of services  offered and geographic
location.  Caribbean Wireless  represents the Company's  wireless  operations in
Puerto  Rico,  the  Dominican  Republic,  Jamaica and the U.S.  Virgin  Islands.
Caribbean  Broadband  represents  the Company's  offering of broadband  services
including switched voice,  dedicated (private line), video and other services in
Puerto Rico, the Dominican  Republic and Jamaica.  U.S. Wireless  represents the
Company's  wireless  systems in the United States that it owns and manages.  The
Company  measures the  operating  performance  of each segment  based on EBITDA.
EBITDA is defined as  earnings  before  (gain)  loss on  disposition  of assets,
minority  interest in loss of  subsidiaries,  income  from  equity  investments,
interest expense - net, income taxes and depreciation and amortization.

                                       9
<PAGE>

Information  about the Company's  operations in its three business  segments for
the nine months ended February 28, 2002 and 2001 is as follows:

<TABLE>
<CAPTION>


          --------------------------------------------------------------------------------------------------
                                                                                    Nine Months Ended
                                                                                      February 28,
                                                                          ----------------------------------
                                                                                 2002               2001
          --------------------------------------------------------------------------------------------------
          <S>                                                               <C>               <C>
          Caribbean Wireless
          Service revenue (1)                                               $    160,135      $    136,317
          Equipment sales                                                          8,403             8,288
            Total revenue (1)                                                    168,538           144,605
          EBITDA                                                                  55,629            55,254
          Total assets                                                           478,273           415,518
          Capital expenditures                                                   101,534            86,450

          Caribbean Broadband
          Switched revenue                                                  $     18,244      $     13,005
          Dedicated revenue                                                       24,032            14,886
          Video revenue                                                           35,304            12,707
          Other revenue                                                           24,203            20,515
            Total revenue                                                        101,783            61,113
          EBITDA                                                                  18,746            17,831
          Total assets                                                           626,691           337,791
          Capital expenditures                                                    53,845            42,283

          U.S. Wireless
          Service revenue (1)                                               $    182,022      $    180,482
          Roaming revenue                                                         68,603            87,699
          Equipment sales                                                          8,861            11,580
            Total revenue (1)                                                    259,486           279,761
          EBITDA                                                                 103,439           120,105
          Total assets                                                         1,805,366         1,683,959
          Capital expenditures                                                    26,193            36,632

          Eliminations
          Total revenue (2)                                                 $     (5,572)     $     (4,992)
          Total assets (3)                                                    (1,257,029)       (1,005,706)

          Consolidated
          Total revenue (1)                                                 $    524,235      $    480,487
          EBITDA                                                                 177,814           193,190
          Total assets                                                         1,653,301         1,431,562
          Capital expenditures                                                   181,572           165,365
</TABLE>

(1)  The Company  changed its  presentation  of  incollect  cost during the year
     ended May 31,  2001.  See Note 1 for a discussion  of the  reclassification
     from revenue to cost of services.

(2)  Elimination of intercompany revenue,  primarily from Caribbean Broadband to
     Caribbean Wireless.

(3)  Elimination of intercompany investments.

                                       10
<PAGE>

Reconciliation  of Income  (Loss) before  Income  Taxes,  Minority  Interest and
Cumulative Effect of Change in Accounting Principle:

<TABLE>
<CAPTION>


--------------------------------------------------------------------------------------------------------------------
                                                                                            Nine Months Ended
                                                                                               February 28,
                                                                                    --------------------------------
                                                                                          2002             2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>              <C>
EBITDA for reportable segments                                                       $     177,814    $     193,190
Interest expense, net                                                                     (111,127)        (120,320)
Depreciation and amortization                                                             (114,681)         (80,618)
Income from equity investments                                                                 508            8,082
(Loss) gain on disposition of assets                                                          (469)         369,708
Other                                                                                           48              184
--------------------------------------------------------------------------------------------------------------------
(Loss) income before income taxes, minority interest and cumulative effect of
   change in accounting principle                                                    $     (47,907)   $     370,226
====================================================================================================================
</TABLE>


Note 6.  Condensed 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  Subordinated  Debt 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.

                                       11

<PAGE>

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                             As of February 28, 2002
                             (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                 $         (298)  $         -   $     10,010   $          -  $         -   $      9,712
   Accounts receivable - net                         46,184             -         41,424              -       (1,476)        86,132
   Inventory - phones and accessories - net           3,238             -         14,407              -            -         17,645
   Prepaid expenses and other current assets          3,778             -         15,003              -            -         18,781
                                            ----------------------------------------------------------------------------------------
          Total current assets                       52,902             -         80,844              -       (1,476)       132,270

Property, plant & equipment - net                   270,298             -        448,728              -            -        719,026

Equity investments in wireless systems - net              -             -          2,396              -            -          2,396

Debt issuance costs - net                            21,765             -         26,868              -            -         48,633

U.S. wireless licenses - net                              -             -        261,038              -            -        261,038

Caribbean wireless licenses - net                         -             -        117,384              -            -        117,384

Goodwill  - net                                       4,332             -        136,521              -            -        140,853

Franchise and license acquisition costs - net             -             -        157,214              -            -        157,214

Intercompany                                              -     1,338,641        975,504        593,406   (2,907,551)             -

Investment in subsidiaries                                -      (329,322)       551,961       (814,356)     591,717              -

Other assets - net                                    5,484         6,972         69,003              -       (6,972)        74,487
                                             ---------------------------------------------------------------------------------------

     Total                                    $     354,781   $ 1,016,291   $  2,827,461   $   (220,950) $(2,324,282)  $  1,653,301
                                             =======================================================================================

</TABLE>

                                       12
<PAGE>
Note 6 - Continued

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                             As of February 28, 2002
                             (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     $      20,069   $    36,563   $        222   $          -     $       -     $   56,854
 Accounts payable                             15,461             -         20,085              -        (1,475)        34,071
 Accrued expenses and other
   current liabilities                        30,822             -        111,472            732             -        143,026
 Payable to affiliates                             -             -            125              -             -            125
                                     -----------------------------------------------------------------------------------------

 Total current liabilities                    66,352        36,563        131,904            732        (1,475)       234,076

Long-term debt                               684,929       856,311         45,273        174,087             -      1,760,600

Deferred federal income taxes                      -             -         77,794              -        (6,972)        70,822

Minority interest in subsidiaries                  -             -          8,962              -             -          8,962

Other liabilities                                  -        17,273              -              -             -         17,273

Intercompany                                  16,370       920,500      1,928,183         42,663    (2,907,716)             -

Stockholders' equity (deficit):
 Common stock                                      -             -              -            955             -            955
 Preferred stock                             465,000             -              -              -      (465,000)             -
 Additional paid-in capital                 (818,948)            -      1,381,565        436,318      (562,617)       436,318
 Accumulated deficit                         (58,922)     (804,322)      (746,220)      (864,085)    1,609,464       (864,085)
 Accumulated other comprehensive loss              -       (10,034)             -        (10,034)       10,034        (10,034)
                                     -----------------------------------------------------------------------------------------
                                            (412,870)     (814,356)       635,345       (436,846)      591,881       (436,846)

 Less: treasury shares                             -             -              -         (1,077)           -          (1,077)
 Deferred compensation                             -             -              -           (509)           -            (509)
                                     -----------------------------------------------------------------------------------------

 Total stockholders' equity (deficit)       (412,870)     (814,356)       635,345       (438,432)      591,881       (438,432)
                                     -----------------------------------------------------------------------------------------

 Total                                $      354,781   $ 1,016,291   $  2,827,461   $   (220,950)  $(2,324,282)  $  1,653,301
                                     =========================================================================================
</TABLE>

                                       13
<PAGE>
Note 6 - Continued

         CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   For the Nine Months Ended February 28, 2002
                             (Amounts in thousands)

<TABLE>
<CAPTION>

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

<S>                                            <C>         <C>           <C>            <C>            <C>          <C>
Revenue                                        $ 194,926   $         -   $    331,941   $          -   $   (2,632)  $    524,235
                                              -----------------------------------------------------------------------------------

Costs and expenses:
   Cost of equipment sold                          9,480             -         34,439              -         (679)        43,240
   Cost of services                               30,860             -         92,604              -         (764)       122,700
   Sales and marketing                            30,024             -         50,991              -            -         81,015
   General and administrative                     39,005             -         61,650              -       (1,189)        99,466
   Depreciation and amortization                  43,601             -         71,080              -            -        114,681
   (Gain) loss on disposition of assets              (22)            -            491              -            -            469
                                              -----------------------------------------------------------------------------------
                                                 152,948             -        311,255              -       (2,632)       461,571
                                              -----------------------------------------------------------------------------------

Operating income                                  41,978             -         20,686              -            -         62,664
                                              -----------------------------------------------------------------------------------


Income from equity investments                         -             -            508              -            -            508
(Loss) income from investments in subsidiaries         -       (26,211)         6,768        (26,211)      45,654              -
Interest expense - net                           (35,210)      (59,865)          (171)       (15,881)           -       (111,127)
Other                                                  -             -             48              -            -             48
Intercompany interest allocation                       -        59,865        (59,865)             -            -              -
                                              -----------------------------------------------------------------------------------

Income (loss) before income tax expense and
   minority interest                               6,768       (26,211)       (32,026)       (42,092)      45,654        (47,907)

Income tax expense                                     -             -         (7,754)             -            -         (7,754)
                                              -----------------------------------------------------------------------------------

Income (loss) before minority interest             6,768       (26,211)       (39,780)       (42,092)      45,654        (55,661)

Minority interest in loss of subsidiaries              -             -         13,569              -            -         13,569
                                             ------------------------------------------------------------------------------------

Net income (loss)                             $    6,768   $   (26,211)  $    (26,211)  $    (42,092)  $   45,654   $    (42,092)
                                             ====================================================================================

</TABLE>

                                       14

<PAGE>
Note 6 - Continued

         CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Nine Months Ended February 28, 2002
                             (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 income (loss)                                       $    6,768  $   (26,211) $ (26,211) $     (42,092) $  45,654  $   (42,092)
                                                          --------------------------------------------------------------------------

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

  Depreciation and amortization                               43,601            -     71,080              -          -      114,681
  Minority interest in loss of subsidiaries                        -            -    (13,569)             -          -      (13,569)
  Deferred income taxes                                            -            -      4,240              -          -        4,240
  Income from equity investments                                   -            -       (508)             -          -         (508)
  Equity in undistributed earnings of subsidiaries                 -       26,211     (6,768)        26,211    (45,654)           -
  Gain (loss) on disposition of assets                           (22)           -        491              -          -          469
  Noncash expenses                                            17,765            -    (19,452)         1,687          -            -
  Changes in assets and liabilities, net of effects of
     acquisitions and dispositions:
    Accounts receivable - (increase)                         (12,502)           -     (2,411)             -          -      (14,913)
    Prepaid expenses and other current assets - (increase)
      decrease                                                  (638)           -        297              -          -         (341)
    Accounts payable, accrued expenses and
      other current liabilities - increase (decrease)            689            -     (7,510)             -          -       (6,821)
    Deferred revenue and customer deposits - increase          7,061            -      2,886              -          -        9,947
  Other                                                        2,615            -      2,625              -          -        5,240
                                                          --------------------------------------------------------------------------
  Total adjustments                                           58,569       26,211     31,401         27,898    (45,654)      98,425
                                                          --------------------------------------------------------------------------
    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       65,337            -      5,190        (14,194)         -       56,333
                                                          --------------------------------------------------------------------------

INVESTING ACTIVITIES:

  Proceeds from disposition of assets, net of
    cash expenses                                                122            -         98              -          -          220
  Capital expenditures                                       (76,054)           -   (105,518)             -          -     (181,572)
  Acquisitions, net of cash acquired                               -            -     (1,125)             -          -       (1,125)
  Deposits on long-term assets                                     -            -    (15,000)             -          -      (15,000)
  Distributions received from equity investments                   -            -         43              -          -           43
                                                          --------------------------------------------------------------------------
    NET CASH USED IN INVESTING ACTIVITIES                    (75,932)           -   (121,502)             -          -     (197,434)
                                                          --------------------------------------------------------------------------

FINANCING ACTIVITIES:


  Proceeds from the issuance of long-term debt                55,000       82,000     41,057              -          -      178,057
  Repayment of debt                                          (12,502)     (40,125)      (507)        (1,388)         -      (54,522)
  Debt issuance costs paid                                    (4,000)           -       (452)             -          -       (4,452)
  Proceeds from the exercise of stock options                      -            -          -          1,587          -        1,587
  Proceeds from issuance of common stock under
    employee stock purchase plan                                   -            -          -          1,898          -        1,898
  Capital contributed from minority interest
    in subsidiaries                                                -            -      4,900              -          -        4,900
  Cash received from (paid to) affiliates                    (37,101)     (41,875)    78,976              -          -            -
  Cash advances from subsidiaries (to parent)                      -            -    (12,097)        12,097          -            -
                                                          --------------------------------------------------------------------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                  1,397            -    111,877         14,194          -      127,468
                                                          --------------------------------------------------------------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                     (9,198)           -     (4,435)             -          -      (13,633)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                 8,900            -     14,445              -          -       23,345
                                                          --------------------------------------------------------------------------


CASH AND CASH EQUIVALENTS, END OF PERIOD                  $     (298) $         -  $  10,010  $           -  $       -  $     9,712
                                                          ==========================================================================

</TABLE>

                                       15

<PAGE>

Note 6 - Continued


              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                               As of May 31, 2001
                             (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                  $       8,900    $         -   $     14,445   $          -   $         -   $    23,345
  Accounts receivable - net                         33,623              -         39,015              -             -        72,638
  Inventory - phones and accessories - net           3,610              -         17,448              -             -        21,058
  Prepaid expenses and other current assets          2,723              -         12,069              -             -        14,792
                                            ----------------------------------------------------------------------------------------

            Total current assets                    48,856              -         82,977              -             -       131,833

Property, plant & equipment - net                  242,163              -        392,374              -             -       634,537

Equity investments in wireless systems - net             -              -          1,953              -             -         1,953

Debt issuance costs - net                           20,659              -         29,891              -             -        50,550

U.S. wireless licenses - net                             -              -        266,773              -             -       266,773

Caribbean wireless licenses - net                        -              -        120,061              -             -       120,061

Goodwill  - net                                      5,162              -        140,907              -             -       146,069

Franchise and license acquisition costs - net            -              -        164,752              -             -       164,752

Intercompany                                         1,571      1,296,500        961,311        591,171    (2,850,553)            -

Investment in subsidiaries                               -       (303,111)       449,415       (778,111)      631,807             -

Other assets - net                                   5,422              -         72,325              -             -        77,747
                                            ----------------------------------------------------------------------------------------

       Total                                 $     323,833   $    993,389   $  2,682,739   $   (186,940)  $(2,218,746)  $ 1,594,275
                                            ========================================================================================
</TABLE>


                                       16

<PAGE>


Note 6 - Continued

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                               As of May 31, 2001
                             (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      $      11,750  $     16,250    $        559   $       1,388   $          -   $     29,947
   Accounts payable                              16,745             -          21,301               -              -         38,046
   Accrued expenses and other
     current liabilities                         29,808             -         130,761             732              -        161,301
   Payable to affiliates                              -             -             125               -              -            125
                                         -------------------------------------------------------------------------------------------

     Total current liabilities                   58,303        16,250         152,746           2,120              -        229,419



Long-term debt                                  650,750       834,750           4,389         172,400              -      1,662,289


Deferred federal income taxes                         -             -          73,554               -              -         73,554


Minority interest in subsidiaries                     -             -          17,431               -              -         17,431


Other liabilties                                      -             -           1,512               -              -          1,512


Intercompany                                    130,198       920,500       1,771,551          28,470     (2,850,719)             -

Stockholders' equity (deficit):
  Common stock                                        -             -               -             949              -            949
  Preferred stock                               465,000             -               -               -       (465,000)             -
  Additional paid-in capital                   (914,726)            -       1,381,565         432,375       (466,839)       432,375
  Accumulated deficit                           (65,692)     (778,111)       (720,009)       (821,993)     1,563,812       (821,993)
                                          ------------------------------------------------------------------------------------------
                                               (515,418)     (778,111)        661,556        (388,669)       631,973       (388,669)

  Less: treasury shares                               -             -               -          (1,077)             -         (1,077)
  Deferred compensation                               -             -               -            (184)             -           (184)
                                          ------------------------------------------------------------------------------------------

  Total stockholders' equity (deficit)         (515,418)     (778,111)        661,556        (389,930)       631,973       (389,930)
                                          ------------------------------------------------------------------------------------------

  Total                                    $    323,833   $   993,389   $   2,682,739   $    (186,940)  $ (2,218,746)  $  1,594,275
                                          ==========================================================================================
</TABLE>

                                       17

<PAGE>
Note 6 - Continued

              CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   For the Nine Months Ended February 28, 2001
                             (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>
Revenue (1)                                 $      169,775   $         -   $    313,414   $          -   $   (2,702)  $    480,487
                                           ----------------------------------------------------------------------------------------

Costs and expenses:
  Cost of equipment sold                             7,017             -         28,802              -            -         35,819
  Cost of services                                  27,177             -         76,458              -         (334)       103,301
  Sales and marketing                               26,703             -         41,640              -            -         68,343
  General and administrative                        33,338             -         48,864              -       (2,368)        79,834
  Depreciation and amortization                     36,095             -         44,523              -            -         80,618
  Gain on disposition of assets                         (5)            -       (369,703)             -            -       (369,708)
                                           ----------------------------------------------------------------------------------------
                                                   130,325             -       (129,416)             -       (2,702)        (1,793)
                                           ----------------------------------------------------------------------------------------
Operating income                                    39,450             -        442,830              -            -        482,280
                                           ----------------------------------------------------------------------------------------

Income from equity investments                           -             -          8,082              -            -          8,082
Income from investments in
  subsidiaries                                           -       214,318        (12,873)       214,318     (415,763)             -
Interest expense - net                             (50,697)      (51,823)        (1,919)       (15,881)           -       (120,320)
Other                                                    -             -            184              -            -            184
Intercompany interest allocation                         -        51,823        (51,823)             -            -              -
                                           ----------------------------------------------------------------------------------------

(Loss) income before income tax expense,
   minority interest and cumulative effect
   of change in accounting principle               (11,247)      214,318        384,481        198,437     (415,763)       370,226


Income tax expense                                       -             -       (174,353)             -            -       (174,353)
                                           ----------------------------------------------------------------------------------------

(Loss) income before minority interest and
   cumulative effect of change in
   accounting principle                            (11,247)      214,318        210,128        198,437     (415,763)       195,873

Minority interest in loss of
   subsidiaries                                          -             -          6,283              -            -          6,283
                                           ----------------------------------------------------------------------------------------

(Loss) income before cumulative effect of
   change in accounting principle                  (11,247)      214,318        216,411        198,437     (415,763)       202,156

Cumulative effect of change
   in accounting principle                          (1,626)            -         (2,093)             -            -         (3,719)
                                           ----------------------------------------------------------------------------------------


Net (loss) income                           $      (12,873)  $   214,318   $    214,318   $    198,437   $ (415,763)  $    198,437
                                           ========================================================================================
</TABLE>


(1)  The Company  changed its  presentation  of  incollect  cost during the year
     ended May 31, 2001. The change was a reclassification  from revenue to cost
     of services. The amounts reclassified for Centennial Puerto Rico Operations
     Corp. and  Non-Guarantors  for the nine months ended February 28, 2001 were
     $1,626 and $30,924, respectively.

                                       18
<PAGE>
Note 6 - Continued

              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Nine Months Ended February 28, 2001
                             (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
                                                         ---------------------------------------------------------------------------

<S>                                                       <C>         <C>          <C>        <C>           <C>        <C>
OPERATING ACTIVITIES:

     Net (loss) income                                    $ (12,873)  $  214,318  $ 214,318   $   198,437   $(415,763)  $  198,437
                                                         --------------------------------------------------------------------------

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

  Depreciation and amortization                              36,095            -     44,523             -           -       80,618
  Minority interest in loss of subsidiaries                       -            -     (6,283)            -           -       (6,283)
  Deferred income taxes                                           -            -     42,400             -           -       42,400
  Equity in undistributed earnings of investee companies          -            -     (8,082)            -           -       (8,082)
  Equity in undistributed earnings of subsidiaries                -     (214,318)    12,873      (214,318)    415,763            -
  Gain on disposition of assets                                  (5)           -   (369,703)            -           -     (369,708)
  Cumulative effect of change in accounting principle         1,626            -      2,093             -           -        3,719
  Noncash expenses                                           10,851            -    (12,538)        1,687           -            -
  Change in assets and liabilities net of
     effects of acquisitions and dispositions:
      Accounts receivable - (increase) decrease              (8,259)           -        613             -           -       (7,646)
      Prepaid expenses and other current assets -
        (increase)                                           (2,126)           -    (11,380)            -           -      (13,506)
      Accounts payable, accrued expenses and
        other current liabilities- increase                   7,828            -     68,621             -           -       76,449
      Deferred revenue and customer deposits -
        (decrease) increase                                      (1)           -      3,279             -           -        3,278
  Other                                                       2,581            -      3,314             -           -        5,895
                                                         --------------------------------------------------------------------------

  Total adjustments                                          48,590     (214,318)  (230,270)    (212,631)     415,763     (192,866)
                                                         --------------------------------------------------------------------------

    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      35,717            -    (15,952)     (14,194)           -        5,571
                                                         --------------------------------------------------------------------------

INVESTING ACTIVITIES:

    Proceeds from disposition of assets, net of
     cash expenses                                                6            -    493,327            -            -      493,333
    Capital expenditures                                    (70,344)           -    (95,021)           -            -     (165,365)
    Proceeds from maturity of restricted securities               -            -     19,888            -            -       19,888
    Purchase of short-term investments                            -            -    (71,882)           -            -      (71,882)
    Acquisitions, net of cash acquired                       (2,000)           -   (236,639)           -            -     (238,639)
    Distributions received from equity investments                -            -     16,366            -            -       16,366
    Capital contributed to equity investments                     -            -       (821)           -            -         (821)
                                                         --------------------------------------------------------------------------

    NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES     (72,338)           -    125,218            -            -       52,880
                                                         --------------------------------------------------------------------------

FINANCING ACTIVITIES:

    Proceeds from the issuance of long-term debt            213,400       25,000          -            -            -      238,400
    Repayment of debt                                      (237,525)     (35,000)   (19,390)           -            -     (291,915)
    Proceeds from the exercise of stock options                   -            -          -        1,611            -        1,611
    Cash received from (paid to) affiliates                  57,737       10,000    (67,737)           -            -            -
    Cash advances from subsidiaries (to parent)                  63            -    (12,646)      12,583            -            -
                                                         --------------------------------------------------------------------------


    NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES      33,675            -    (99,773)      14,194            -      (51,904)
                                                         --------------------------------------------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                    (2,946)           -      9,493            -            -        6,547

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                  $   1,969   $        -  $  17,457   $        -   $        -   $   19,426
                                                         ==========================================================================
</TABLE>

                                       19
<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, 2001, 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 regional  communications service provider. In the Caribbean, we
are a fully integrated  communications  service provider  offering both wireless
and broadband  services,  and in the United States,  we are a regional  wireless
service  provider in small city and rural areas.  Our Caribbean  operations  own
licenses to serve a population of approximately  15.5 million as of February 28,
2002 in Puerto  Rico,  the  Dominican  Republic,  Jamaica,  and the U.S.  Virgin
Islands.  We provide  wireless  ("Caribbean  Wireless")  and  several  broadband
services  including  switched voice,  dedicated  (private line), video and other
services ("Caribbean Broadband") over our own fiber optic, coaxial and microwave
network in the  Caribbean.  In the United  States,  we own and operate  wireless
systems  and  provide  wireless  service in six states in two  clusters of small
cities and rural areas covering a population of approximately  6.0 million as of
February 28, 2002: Indiana/Michigan/Ohio and Texas/Louisiana/Mississippi  ("U.S.
Wireless").  These clusters are adjacent to major metropolitan  markets and have
benefited from the traffic  generated by  subscribers  roaming into our coverage
areas.  Collectively,  our wireless  licenses  cover a total of 18.5 million Net
Pops as of February 28, 2002.

Overview

We had 882,600 wireless subscribers at February 28, 2002, as compared to 717,800
at February  28,  2001,  an increase of 23%. The net loss for the three and nine
months  ended   February  28,  2002  was  $13.1   million  and  $42.1   million,
respectively,  as compared to the net loss of $3.9  million for the three months
ended February 28, 2001 and the net income of $198.4 million for the nine months
ended  February 28, 2001. Net income for the nine months ended February 28, 2001
included a pre-tax gain of $369.7 million ($204.0 million  after-tax)  resulting
from  the  sale  of  our   southwest   properties   and  our  interests  in  the
Sacramento-Valley  Limited Partnership,  the Modoc, California Partnership,  the
Pennsylvania  RSA No.  6 (II)  Partnership  in  Lawrence,  Pennsylvania  and the
redemption  of our  interest  in the GTE  Mobilnet  Partnership  serving the San
Francisco Bay area.  Net income for the nine months ended  February 28, 2001 was
also  affected  by an  after-tax,  non-cash  charge  of  $3.7  million  for  the
cumulative effect of a change in accounting principle related to the adoption of
the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 101
"Revenue Recognition in Financial Statements" ("SAB No. 101"). Basic and diluted
loss per  share  for the  three  months  ended  February  28,  2002 was $0.14 as
compared to basic and diluted loss per share of $0.04 for the same period a year
ago.  Basic and diluted  loss per share for the nine months  ended  February 28,
2002 was $0.44 as compared to basic and diluted  earnings per share of $2.10 and
$2.05, respectively, for the same period a year ago.

                                       20
<PAGE>


The table below  summarizes  the  consolidated  results of  operations  for each
period:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                                     Three Months Ended                           Nine Months Ended
                                ------------------------------               -----------------------------
(In   thousands,   except  per                                      %                                           %
share amounts)                     02/28/02        02/28/01      Change        02/28/02       02/28/01       Change
-----------------------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>              <C>        <C>            <C>               <C>
Operating income                 $    13,633     $    31,802      (57) %     $    62,664    $   482,280       (87) %
Net (loss) income                $   (13,050)    $    (3,935)     232  %     $   (42,092)   $   198,437      (121) %
(Loss) income per share:
    Basic                        $     (0.14)    $     (0.04)     250  %     $     (0.44)   $      2.10      (121) %
    Diluted                      $     (0.14)    $     (0.04)     250  %     $     (0.44)   $      2.05      (121) %

 EBITDA (1)                      $    56,419     $    56,318        -  %     $   177,814    $   193,190        (8) %
</TABLE>

(1)  Earnings before (loss) gain on disposition of assets,  minority interest in
     loss of subsidiaries,  income from equity  investments,  interest expense -
     net, income taxes and depreciation and amortization ("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 that
     of 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.

Caribbean Wireless Operations
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                                         Three Months Ended                       Nine Months Ended
                                    -----------------------------            -----------------------------
                                                                     %                                          %
(In thousands)                         02/28/02       02/28/01    Change        02/28/02       02/28/01      Change
-----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>             <C>       <C>            <C>              <C>
Revenue:
Service revenue                      $    57,373    $    47,818     20  %     $   160,135    $   136,317       17  %
Equipment sales                            3,513          2,872     22              8,403          8,288        1
-----------------------------------------------------------------------------------------------------------------------
                                          60,886         50,690     20            168,538        144,605       17
-----------------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of equipment sold                     8,221          4,830     70             16,807          9,857       71
Cost of services                           9,418          7,756     21             26,310         22,328       18
Sales and marketing                       11,707          8,645     35             33,240         26,370       26
General and administrative                13,644         10,999     24             36,552         30,796       19
-----------------------------------------------------------------------------------------------------------------------
                                          42,990         32,230     33            112,909         89,351       26
-----------------------------------------------------------------------------------------------------------------------
EBITDA                                    17,896         18,460     (3)            55,629         55,254        1
Gain on disposition of assets                 (9)            (5)    80                 (9)            (5)      80
Depreciation and amortization             17,546         12,276     43             41,641         31,938       30
-----------------------------------------------------------------------------------------------------------------------
Operating income                      $      359    $     6,189    (94) %     $    13,997    $    23,321      (40) %
=======================================================================================================================
</TABLE>

Revenue

In May 2001, we changed our  presentation of incollect cost (the cost associated
with our  subscribers  roaming in other  markets,  which was  previously  netted
against the related revenue).  The change was a reclassification from revenue to
cost of services.  The amounts reclassified for Caribbean Wireless for the three
and nine months  ended  February  28, 2001 were $0.5  million and $1.6  million,
respectively.

Caribbean  Wireless  service revenue  increased $9.6 million,  or 20%, and $23.8

                                       21
<PAGE>

million,  or 17%,  for the  three  and  nine  months  ended  February  28,  2002
respectively,  to $57.4 million and $160.1  million for the same periods.  These
increases  were  primarily  due to growth in  revenue  from new  subscribers  in
existing  and new markets of $22.5  million and $65.3  million for the three and
nine months  ended  February  28,  2002,  respectively,  partially  offset by an
aggregate  decrease in service revenue per subscriber of $12.9 million and $41.5
million for the same periods.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was primarily  related to the launch of operations in the Kingston,
Jamaica metropolitan area in November 2001.

Our Caribbean  Wireless  operations  had  approximately  347,500  subscribers at
February 28, 2002, an increase of 50% from the 231,900  subscribers  at February
28, 2001.  During the twelve months ended February 28, 2002,  increases from new
activations of 259,500 were offset by subscriber  cancellations of 143,900.  The
monthly  prepaid  and  postpaid  churn rate was 4.1% and 3.8% for three and nine
months ended  February 28, 2002,  respectively  as compared to 3.2% and 3.4% for
the same  periods a year ago. The  cancellations  experienced  by our  Caribbean
Wireless   operations   were  primarily  the  result  of  competitive   factors,
non-payment and churn of prepaid customers.

Caribbean  Wireless  revenue  per  subscriber  per month,  based upon an average
number of subscribers,  was $61 for the three and nine months ended February 28,
2002,  as compared to $75 and $78 for the same  periods a year ago. The decrease
in revenue per  subscriber  was primarily due to new prepaid  subscribers in the
Dominican Republic and Jamaica. The average customer used 566 minutes of airtime
per month in the third  quarter of fiscal  2002  versus  460  minutes of use per
month in the same period last year.

Costs and expenses

Cost of equipment sold increased during the three and nine months ended February
28,  2002 due to the sale of phones  under  certain  low-end  rate  plans and an
increase in phones sold for prepaid plans.

Cost of services  increased  during the three and nine months ended February 28,
2002,  primarily due to the variable costs associated with a larger subscription
base  and  increased  wireless  coverage  areas  resulting  from  the  continued
expansion of our wireless network in the Caribbean. This was partially offset by
a decrease in property tax expense due to an agreement with the tax  authorities
in Puerto Rico.

Sales and  marketing  expenses  rose  during  the three  and nine  months  ended
February 28, 2002,  primarily due to the increase in gross subscriber  additions
as well as marketing expenses related to the Dominican Republic and Jamaica.

General and  administrative  expenses increased during the three and nine months
ended  February  28,  2002,  primarily  due to  increased  costs to support  the
expanding  subscriber  base  and the  initiation  of  service  in the  Dominican
Republic in September 2000 and Jamaica in November 2001.

EBITDA for the Caribbean Wireless operations for the three months ended February
28, 2002 was $17.9  million,  a decrease of $0.6 million,  or 3%, as compared to
the three months ended  February 28,  2001.  EBITDA for the  Caribbean  Wireless
operations  for the nine months ended  February 28, 2002 was $55.6  million,  an
increase of $0.4  million,  or 1%, over the same period last year.  The increase
for the nine months ended  February 28, 2002 was  primarily due to the growth of
postpaid  customers in Puerto Rico,  partially  offset by start up losses in the
Dominican Republic, Jamaica and the U.S. Virgin Islands.

Depreciation  and  amortization for the three months ended February 28, 2002 was
$17.5  million,  an increase of $5.3  million,  or 43%, as compared to the three
months ended  February  28, 2001.  Depreciation  and  amortization  for the nine

                                       22
<PAGE>


months ended February 28, 2002 was $41.6  million,  an increase of $9.7 million,
or 30%,  over the same period last year.  Depreciation  increased due to capital
expenditures made during fiscal 2002 and 2001 in connection with the development
and  network  expansion  of our  Caribbean  wireless  telephone  systems and the
commencement of wireless operations in Jamaica in November 2001.

Operating  income for the three months ended February 28, 2002 was $0.4 million,
a decrease of $5.8 million from  operating  income of $6.2 million from the same
period last year.  Operating  income for the nine months ended February 28, 2002
was $14.0  million,  a decrease of $9.3 million from  operating  income of $23.3
million for the same period a year ago.

Caribbean Broadband Operations
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                                        Three Months Ended                        Nine Months Ended
                                    ---------------------------              -----------------------------
                                                                    %                                         %
(In thousands)                         02/28/02     02/28/01     Change         02/28/02       02/28/01     Change
-----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>            <C>         <C>            <C>            <C>
Revenue:
    Switched revenue                 $    6,441    $   4,611       40  %      $   18,244     $   13,005       40  %
    Dedicated revenue                     8,142        5,609       45             24,032         14,886       61
    Video revenue                        11,469        6,745       70             35,304         12,707      178
    Other revenue                         8,323        6,559       27             24,203         20,515       18
-----------------------------------------------------------------------------------------------------------------------
                                         34,375       23,524       46            101,783         61,113       67
-----------------------------------------------------------------------------------------------------------------------
Costs and expenses:
    Cost of equipment sold                  244          221       10                496            691      (28)
    Cost of services                     16,829       10,413       62             49,112         26,675       84
    Sales and marketing                   3,923        2,007       95             11,059          5,796       91
    General and administrative            7,991        3,639      120             22,370         10,120      121
-----------------------------------------------------------------------------------------------------------------------
                                         28,987       16,280       78             83,037         43,282       92
-----------------------------------------------------------------------------------------------------------------------
EBITDA                                    5,388        7,244      (26)            18,746         17,831        5
Loss on disposition of assets               505           13      N/M                498             13      N/M
Depreciation and amortization            13,376        7,946       68             39,142         16,335      140
-----------------------------------------------------------------------------------------------------------------------
Operating (loss) income              $   (8,493)    $   (715)     N/M  %      $  (20,894)    $    1,483      N/M  %
=======================================================================================================================
</TABLE>

Revenue

Caribbean  Broadband revenue increased $10.9 million, or 46%, and $40.7 million,
or 67%, for the three and nine months ended February 28, 2002, respectively,  to
$34.4 million and $101.8 million.

Switched revenue increased $1.8 million,  or 40%, and $5.2 million,  or 40%, for
the three and nine months ended  February 28, 2002,  respectively.  The increase
was primarily due to a 45% increase in switched access lines to 30,305 as of the
end of the third quarter and a corresponding growth in minutes of use.

Dedicated revenue increased $2.5 million,  or 45%, and $9.1 million, or 61%, for
the three and nine months ended February 28, 2002, respectively, to $8.1 million
and $24.0  million.  The  increase  was  primarily  the  result of a 50% rise in
dedicated access line equivalents to 148,256 as of February 28, 2002.

Video  services  generated  revenues of $11.5  million and $35.3 million for the
three and nine months ended February 28, 2002, respectively,  reflecting revenue
from the fiscal 2001 cable acquisitions.

                                       23
<PAGE>


Other  revenue  increased  $1.8  million,  or 27%, to $8.3 million for the three
months ended  February 28, 2002 and  increased  $3.7  million,  or 18%, to $24.2
million for the nine months then ended.

Costs and expenses

Cost of services  increased  during the three and nine months ended February 28,
2002,  primarily due to higher costs to support the expanding Broadband business
and expenses related to the video services businesses.

Sales and marketing  expenses  increased  during the three and nine months ended
February 28, 2002, 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 and nine months
ended  February 28, 2002,  primarily due to the additional  expenses  associated
with the video services  acquisitions and increased costs to support the growing
customer base.

EBITDA  for the  Caribbean  Broadband  operations  for the  three  months  ended
February  28,  2002 was $5.4  million,  a decrease of $1.9  million,  or 26%, as
compared  to the same  period  last  year.  EBITDA for the  Caribbean  Broadband
operations  for the nine months ended  February 28, 2002 was $18.7  million,  an
increase of $0.9 million, or 5%, over the same period a year ago.

Depreciation  and  amortization for the three months ended February 28, 2002 was
$13.4 million,  an increase of $5.4 million, or 68%, over the three months ended
February  28,  2001.  Depreciation  and  amortization  for the nine months ended
February 28, 2002 was $39.1 million, an increase of $22.8 million, or 140%, over
the same period last year. The increase was due to depreciation and amortization
related to the video services  acquisitions  as well as additional  depreciation
associated with the expansion of our network.

Operating loss for the three months ended February 28, 2002 was $8.5 million, an
increase of $7.8 million as compared to the  operating  loss of $0.7 million for
the same  period  in  fiscal  2001.  Operating  loss for the nine  months  ended
February  28,  2002 was $20.9  million,  a decrease  of $22.4  million  from the
operating income of $1.5 million for the nine months ended February 28, 2001.

                                       24

<PAGE>

U.S. Wireless Operations
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                                         Three Months Ended                        Nine Months Ended
                                    -----------------------------            ------------------------------
                                                                     %                                         %
(In thousands)                         02/28/02       02/28/01    Change        02/28/02        02/28/01    Change
-----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>        <C>             <C>            <C>
Revenue:
    Service revenue                  $   60,636     $   57,927       5  %     $  182,022      $  180,482       1  %
    Roaming revenue                      19,681         22,644     (13)           68,603          87,699     (22)
    Equipment sales                       3,090          3,901     (21)            8,861          11,580     (23)
-----------------------------------------------------------------------------------------------------------------------
                                         83,407         84,472      (1)          259,486         279,761      (7)
-----------------------------------------------------------------------------------------------------------------------
Costs and expenses:
    Cost of equipment sold                8,896         11,034     (19)           25,937          25,271       3
    Cost of services                     16,209         17,392      (7)           52,419          58,931     (11)
    Sales and marketing                  12,314         13,072      (6)           36,716          36,177       1
    General and administrative           12,853         12,360       4            40,975          39,277       4
-----------------------------------------------------------------------------------------------------------------------
                                         50,272         53,858      (7)          156,047         159,656      (2)
-----------------------------------------------------------------------------------------------------------------------
EBITDA                                   33,135         30,614       8           103,439         120,105     (14)
Gain on disposition of assets               (16)        (6,372)   (100)              (20)       (369,716)   (100)
Depreciation and amortization            11,384         10,658       7            33,898          32,345       5
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Operating income                    $    21,767     $   26,328     (17) %     $   69,561      $  457,476     (85) %
=======================================================================================================================
</TABLE>

Revenue

In May 2001, we changed our  presentation  of incollect  cost.  The change was a
reclassification from revenue to cost of services.  The amounts reclassified for
U.S.  Wireless for the three and nine months  ended  February 28, 2001 were $8.1
million and $30.9 million, respectively.

U.S. Wireless service revenue increased $2.7 million, or 5%, to $60.6 million in
the third  quarter as compared to the three  months  ended  February  28,  2001.
Excluding the Southwest cluster,  which was sold in November 2000, U.S. Wireless
service revenue  increased $10.6 million,  or 6%, to $182.0 million for the nine
months ended  February 28, 2002 as compared to the same period last year.  These
increases were  primarily due to growth in revenue from new  subscribers of $6.6
million and $23.4 million for the three and nine months ended February 28, 2002,
respectively,  partially  offset by a decrease in service revenue per subscriber
of $3.9  million  and $12.8  million  for the same  periods.  Revenue  from U.S.
Wireless roaming usage decreased $3.0 million,  or 13%, from roaming revenues of
$22.6  million for the three months  ended  February  28,  2001.  Excluding  the
Southwest  cluster,  revenue from U.S.  Wireless  roaming usage  decreased $15.8
million,  or 19%,  from  roaming  revenues of $84.4  million for the nine months
ended  February 28, 2002.  These  decreases  were primarily due to a decrease in
roaming  rates per minute of $7.9  million  and $34.0  million for the three and
nine months ended February 28, 2002, respectively, partially offset by increases
in roaming  usage of $4.9 million and $18.2  million for the same  periods.  The
Southwest cluster accounted for $9.1 million of service revenue and $3.3 million
of roaming revenue for the nine months ended February 28, 2001.

We anticipate  that roaming revenue will be  significantly  lower in fiscal 2002
than in fiscal 2001 primarily due to declines in contractual  roaming rates and,
secondarily, industry consolidation.

Our U.S. Wireless  operations had approximately  535,100 and 485,900 subscribers
at February  28, 2002 and 2001,  respectively.  During the twelve  months  ended
February  28, 2002,  increases  from new  activations  of 194,500 were offset by
subscriber cancellations of 145,300. The monthly prepaid and postpaid churn rate

                                       25
<PAGE>


was 2.2% and  2.4% for the  three  and nine  months  ended  February  28,  2002,
respectively,  as compared to 2.7% and 2.4% for the same periods last year.  The
cancellations  experienced by the U.S. Wireless operations were primarily due to
competitive factors and non-payment.

U.S. Wireless revenue per subscriber per month,  based upon an average number of
subscribers,  was $53 and $56 for the three and nine months  ended  February 28,
2002, respectively,  as compared to $60 and $67 for the same periods a year ago.
The  decreases in revenue per  subscriber  were  primarily due to the decline in
roaming revenue. Average minutes of use per subscriber was 192 per month for the
three months ended February 28, 2002 as compared to 144 for the same period last
year.

Costs and expenses

Cost of equipment sold decreased for the three months ended February 28, 2002 as
compared to the same period last year due to a reduction in units sold.  Cost of
equipment  sold  increased  slightly  during the nine months ended  February 28,
2002,  primarily due to increased  customer  retention  efforts  offset by fewer
units sold.

Cost of services  decreased  during the three and nine months ended February 28,
2002, primarily due to a decrease in incollect cost.

Sales and marketing  expenses  decreased for the three months ended  February 28
2002  as  compared  to  the  prior  year  primarily  as a  result  of  decreased
advertising costs.

Cost to acquire per  activation  was $273 and $309 for the three and nine months
ended February 28, 2002, respectively, as compared to $280 and $286 for the same
periods  last year.  The  increase in cost to acquire for the nine months  ended
February  28,  2002 as compared  to the same  period in 2001 was  primarily  the
result of increased advertising costs and increased phone subsidies.

General and  administrative  expenses  increased slightly during the nine months
ended  February  28,  2002,  primarily  due to  increased  costs to support  the
expanding subscriber base.

EBITDA for the U.S. Wireless operations was $33.1 million and $103.4 million for
the three and nine months ended February 28, 2002, respectively,  an increase of
$2.5 million, or 8%, and a decrease of $16.7 million, or 14%, as compared to the
same periods in fiscal 2001.

The gain on  disposition  of assets for the nine months ended  February 28, 2001
represents the pre-tax gains recognized on the sale of the southwest properties,
the sale of our  interests in the  Sacramento-Valley  Limited  Partnership,  the
Modoc,  California  Partnership and  Pennsylvania  RSA No. 6 (II) Partnership in
Lawrence,  Pennsylvania,  and the redemption of our interest in the GTE Mobilnet
partnership serving the San Francisco Bay area.

Depreciation  and  amortization for the three and nine months ended February 28,
2002 was $11.4  million  and $33.9  million,  respectively,  an increase of $0.7
million,  or 7%, and $1.6 million,  or 5%, over the same periods in fiscal 2001.
The  increase  was  primarily  the  result of  depreciation  related  to capital
expenditures  made during fiscal 2002 and 2001 in connection  with the continued
expansion of our U.S. Wireless operations.

Operating income for the three and nine months ended February 28, 2002 was $21.8
million and $69.6 million,  respectively,  a decrease of $4.6 million and $387.9
million from  operating  income of $26.3 million and $457.5 million for the same

                                       26
<PAGE>


periods in fiscal 2001.

Consolidated

Other non-operating income and expenses

Net interest expense was $35.1 million and $111.1 million for the three and nine
months ended February 28, 2002, respectively, a decrease of $1.1 million, or 3%,
and $9.2 million, or 8%, from the three and nine months ended February 28, 2001.
Gross  interest  expense was $35.3 million and $111.9  million for the three and
nine months ended February 28, 2002, respectively,  as compared to $38.4 million
and $124.2 million for the same periods a year ago.

The  increase  in total  debt of  $284.3  million  from  February  28,  2001 was
primarily  the result of  additional  borrowings  for  acquisitions  and capital
expenditures  related to the expansion of the  Caribbean  Wireless and Caribbean
Broadband  operations.  Total cash paid for acquisitions,  net of cash acquired,
during the twelve  months  ended  February  28,  2002 was  approximately  $105.5
million.  The  weighted-average  debt outstanding  during the three months ended
February  28,  2002 was  $1,819.3  million,  an  increase  of $283.7  million as
compared to the weighted-average debt level of $1,535.6 million during the three
months ended February 28, 2001. The weighted-average debt outstanding during the
nine months ended February 28, 2002 was $1,787.2 million,  an increase of $166.1
million as  compared  to the  weighted-average  debt level of  $1,621.1  million
during the nine months ended  February 28, 2001. Our  weighted-average  interest
rate was 7.8% and 8.4% for the three and nine months  ended  February  28, 2002,
respectively, as compared to 10.0% and 10.2% for the same periods a year ago.

After minority  interest in loss of  subsidiaries  for the three and nine months
ended  February 28, 2002,  the pre-tax loss was $16.1 million and $34.3 million,
respectively  as  compared to the pre-tax  (loss)  income of $(2.5)  million and
$376.5  million  for  the  three  and  nine  months  ended  February  28,  2001,
respectively.  The income tax  benefit  (expense)  was $3.0  million  and $(7.8)
million for the three and nine months ended February 28, 2002, respectively,  as
compared to $(1.5) million and $(174.4)  million for the same periods last year.
The decrease in income tax expense for the nine months  ended  February 28, 2002
was  primarily  the result of tax  expense in fiscal  2001  related to the gains
recognized on the disposition of assets.

The  cumulative  effect of change in  accounting  principle  for the nine months
ended  February 28, 2001 was a non-cash  charge of $3.7  million,  net of income
taxes of $2.3 million. This resulted from our adoption of SAB No. 101.

These factors  resulted in a net loss of $13.1 million and $42.1 million for the
three and nine months ended February 28, 2002, respectively,  which represents a
(decrease)  increase of $9.1 million and $(240.5) million from net (loss) income
of $(3.9) million and $198.4 million for the same periods a year ago.

Liquidity and Capital Resources

On September 5, 2001,  we amended our New Credit  Facility to add an  additional
$50.0 million to the Tranche-C  term loan. The New Credit  Facility  consists of
four term loans in an  aggregate  principal  amount of  $1,050.0  million  and a
revolving  credit facility in an aggregate  principal  amount of $250.0 million.
The borrowers  under the New Credit Facility are Centennial  Cellular  Operating
Co. LLC for a $325.0  million term loan and  Centennial  Puerto Rico  Operations
Corp. for three separate term loans aggregating $725.0 million. The total amount

                                       27
<PAGE>


outstanding  under the term loans as of February 28, 2002 was $1,021.9  million.
The  revolving  credit  facility  portion of the New Credit  Facility is equally
available to both of the  borrowers.  The amount  available  under the revolving
credit facility as of February 28, 2002 was $44.0 million.  Under the provisions
of our credit facility, we are effectively prohibited from paying cash dividends
on our common stock.

For the nine months  ended  February  28,  2002,  earnings  were less than fixed
charges by $48.4 million.  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
were less  than  fixed  charges  reflects  non-cash  charges  of $114.7  million
relating to depreciation and amortization.

As of February 28, 2002, we had $719.0 million of property,  plant and equipment
(net) placed in service. During the nine months ended February 28, 2002, we made
capital  expenditures of $181.6 million to continue the  construction of our new
network in Jamaica,  to expand the coverage  areas and upgrade our cell sites as
well as our call  switching  equipment of existing  Caribbean and U.S.  wireless
properties  and to  extend  and  enhance  our  broadband  fiber  network  in the
Caribbean. Capital expenditures for the Caribbean operations were $155.4 million
for the nine months ended February 28, 2002,  representing  86% of total capital
expenditures.  The Caribbean  operation's capital  expenditures  included $101.5
million to add  capacity  and  services  and to  continue  the  development  and
expansion of our  Caribbean  Wireless  systems and $53.9 million to continue the
expansion of our Caribbean Broadband network infrastructure. During fiscal 2002,
we anticipate  capital  expenditures of  approximately  $225.0 million to $235.0
million,  which includes  capital  expenditures  for our subsidiary,  Centennial
Digital  Jamaica Ltd.  ("Centennial  Digital  Jamaica").  During fiscal 2003, we
anticipate capital  expenditures,  excluding  Centennial  Digital Jamaica,  plus
capital contributions to Centennial Digital Jamaica of less than $150.0 million.

In March  2001  Centennial  Digital  Jamaica  signed an  agreement  with  Lucent
Technologies  ("Lucent"),  whereby Lucent agreed to provide  Centennial  Digital
Jamaica with a $75.0 million credit  facility (the "Lucent Credit  Facility") to
fund the build out and  operation  of our  communications  network  in  Jamaica.
Borrowings  under the Lucent Credit  Facility bear interest at LIBOR plus 6.50%.
The Lucent Credit  Facility  matures in March 2007,  with  principal  repayments
beginning in December 2004. Under the Lucent Credit Facility, Centennial Digital
Jamaica is limited in its  ability  to,  among other  things,  incur  additional
indebtedness.  As of February  28, 2002 $31.8  million was  available  under the
Lucent Credit Facility.  In connection with the Lucent Credit Facility,  we have
agreed to make a total of approximately $9.7 million of capital contributions to
Centennial  Digital  Jamaica  over  the next  several  years  (based  on our 51%
ownership  interest as of February 28, 2002),  of which $5.1 million was made as
of February 28, 2002.  Substantially all of Centennial  Digital Jamaica's assets
are pledged as collateral  for the Lucent Credit  Facility.  Centennial  Digital
Jamaica has been  designated  an  unrestricted  subsidiary  for  purposes of our
outstanding  $370.0 million 10 3/4%  Subordinated  Debt and,  generally,  is not
subject to the covenants of the New Credit Facility.  The Lucent Credit Facility
is non-recourse to the Company.

In January 2002, Centennial Puerto Rico Cable TV Corp. ("Centennial Cable"), our
wholly-owned  subsidiary,  entered into a $15.0 million  credit  agreement  with
Banco Popular de Puerto Rico (the "Cable  Credit  Facility") to fund the digital
conversion of its cable  operations.  Borrowings under the Cable Credit Facility
bear interest at LIBOR plus 3.50%. The Cable Credit Facility matures in February
2006 with principal  repayments beginning in August 2002. Under the Cable Credit
Facility,  Centennial Cable is required to maintain certain financial  covenants
and is  limited  in  its  ability  to,  among  other  things,  incur  additional
indebtedness.  Centennial Puerto Rico Operations Corp. has guaranteed Centennial
Cable's obligation under the Cable Credit Facility.  As of February 28, 2002, no
amounts were outstanding under the Cable Credit Facility.

                                       28
<PAGE>


We expect to finance our capital expenditures primarily from cash flow generated
from operations,  borrowings  under our existing credit  facilities and proceeds
from the sale of assets.  We may also seek  various  other  sources of  external
financing  including,  but not  limited to,  additional  bank  financing,  joint
ventures, partnerships and placement of debt or equity securities.

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, among
other things, continued growth in the number of customers and maximizing revenue
per  subscriber.  We have  continued  the  construction  and upgrade of wireless
systems in our markets to achieve these  objectives.  There is no assurance that
growth in customers or revenue will occur. In addition, our participation in the
Caribbean  telecommunications  business  has been,  and is  expected  to remain,
capital intensive. Further, due to the start-up nature of our Dominican Republic
and Jamaica  operations,  we anticipate that additional cash investments will be
required to fund our operations over the next several years.

The following table 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  required  from  other  financing  and
investing activities:


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                                    Nine Months Ended February 28,
                                                 ---------------------------------------------------------------------
                                                               2002                                2001
                                                 ---------------------------------    --------------------------------
(In thousands)                                                     % of net cash                       % of net cash
                                                     Amount           provided           Amount           provided
----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>           <C>                    <C>
Net cash provided by operating activities         $    56,333            34  %         $     5,571            5  %
Interest paid                                         110,284            66                117,736           95
----------------------------------------------------------------------------------------------------------------------
Net cash provided                                 $   166,617           100  %         $   123,307          100  %
======================================================================================================================

Principal uses of cash:
Interest paid                                     $   110,284            66  %         $   117,736           95  %
Property, plant & equipment                           181,572           109                165,365          134
----------------------------------------------------------------------------------------------------------------------
Total                                             $   291,856           175  %         $   283,101          229  %
======================================================================================================================
Cash required from other financing
     and investing activities                     $  (125,239)          (75) %         $  (159,794)        (129) %
======================================================================================================================
</TABLE>

Net cash provided by operating activities for the nine months ended February 28,
2002 was not  sufficient  to fund  our  expenditures  for  property,  plant  and
equipment of $181.6 million.

                                       29

<PAGE>

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

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                                                 Nine Months Ended February 28,
                                                                           -------------------------------------------
(In thousands)                                                                      2002                 2001
----------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                     <C>
Proceeds from disposition of assets, net of cash expenses                     $        220            $   493,333
Proceeds from issuance of long-term debt                                           178,057                238,400
Proceeds from maturity of restricted securities                                          -                 19,888
Distributions received from equity investments, net                                     43                 15,545
Proceeds from the exercise of stock options                                          1,587                  1,611
Proceeds from issuance of common stock under employee stock purchase plan            1,898                      -
Capital contributed from minority interests in subsidiaries                          4,900                      -
----------------------------------------------------------------------------------------------------------------------
Cash provided by other financing and investing activities                          186,705                768,777
----------------------------------------------------------------------------------------------------------------------

Acquisitions, net of cash acquired                                                  (1,125)              (238,639)
Repayment of debt                                                                  (54,522)              (291,915)
Debt issuance costs paid                                                            (4,452)                     -
Deposits on long-term assets                                                       (15,000)                     -
Purchase of short-term investments                                                       -                (71,882)
----------------------------------------------------------------------------------------------------------------------
Capital available for operations and capital expenditures                     $    111,606            $   166,341
======================================================================================================================
</TABLE>

Based upon existing  market  conditions and our present  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.

Centennial, its subsidiaries, affiliates and controlling stockholders (including
Welsh,  Carson,  Anderson & Stowe and The Blackstone  Group and their respective
affiliates)  may from time to time,  depending upon market  conditions,  seek to
purchase  certain of  Centennial's or its  subsidiaries'  securities in the open
market or by other  means,  in each case to the  extent  permitted  by  existing
covenant restrictions.

Acquisitions, Exchanges and Dispositions

Our primary acquisition strategy is to obtain controlling ownership interests in
communications  systems  serving  markets  that  are  proximate  to or  share  a
community of interest with our current  markets.  We may pursue  acquisitions of
communications  businesses that we believe will enhance our scope and scale. Our
strategy of clustering our operations in proximate  geographic  areas enables us
to achieve operating and cost efficiencies as well as joint marketing  benefits,
and 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 communications businesses in other geographic areas. The
consideration  for such  acquisitions  may  consist  of shares  of stock,  cash,
assumption   of   liabilities,   a   combination   thereof  or  other  forms  of
consideration.

In April 2001, we completed the  acquisition of the Teleponce  cable  television
company for  approximately  $108.0 million in cash. The Teleponce  cable systems
serve areas in and around Ponce in the southwestern part of Puerto Rico.

In June 2001 the Company  and Global  Crossing  Ltd.  entered  into  definitive,

                                       30

<PAGE>

multi-year agreements for the purchase and sale of fiber-optic undersea capacity
connecting  the Caribbean and the United States and other  products and services
in the  Caribbean.  In December  2001 and March 2002,  the parties  restructured
these agreements and significantly  reduced the commitments to each other. As of
February  28,  2002,  we have paid  $45.0  million to Global  Crossing  and have
received $10.4 from Global Crossing. Under the restructured agreements,  we paid
Global  Crossing a net amount of $36.6 million ($45 million less  forfeitures by
Global  Crossing  of $8.4  million)  in exchange  for (i)  fiber-optic  undersea
capacity  connecting  Puerto Rico and the United  States and other routes on the
Global  Crossing  network and (ii) a $6.6  million  credit that has been applied
towards the purchase of products and  services on the Global  Crossing  network,
including,  without  limitation,  prepaid  maintenance  costs  on  the  undersea
capacity. As part of the restructured agreements, Global Crossing has received a
$2.0 million  credit from us, which may be used,  under  certain  circumstances,
towards the purchase of voice termination in Puerto Rico. Under the restructured
agreements,  we  have no  further  capacity  purchase  obligations  with  Global
Crossing.  We have not  recognized  any revenue from Global  Crossing under this
transaction.

Recent Accounting Standards

On June 1, 2001, we adopted SFAS No. 133, "Accounting for Derivative Instruments
and Hedging  Activities".  Under SFAS No.133, our interest rate swaps and collar
qualify for cash flow hedge accounting.  We recorded a transition  adjustment of
$4.5 million in other  comprehensive loss attributable to fair value adjustments
of interest rate swap and collar agreements.  In connection with the adoption of
SFAS No. 133, we recorded a liability  of $7.6  million as a result of adjusting
the carrying  amounts of our derivatives to reflect their fair values on June 1,
2001.

During the nine months ended  February 28, 2002, we recorded an additional  $5.5
million in other  comprehensive  loss  attributable to fair value adjustments of
interest rate swap and collar  agreements.  We also increased our liabilities by
an additional $9.7 million as a result of adjusting the carrying  amounts of our
derivatives to reflect their fair values at February 28, 2002.

In July 2001, the FASB issued SFAS No. 141,  "Business  Combinations."  SFAS No.
141 requires  that the purchase  method of  accounting  be used for all business
combinations  initiated  after  June 30,  2001.  SFAS No.  141 also  sets  forth
recognition  criteria  for  intangible  assets  other than  goodwill  as well as
disclosure  requirements for business  combinations.  We adopted SFAS No. 141 on
July 1, 2001.

In July 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 changes the accounting for goodwill and  intangibles  with
indefinite  lives from an amortization  method to an  impairment-only  approach.
Goodwill and certain  intangible assets will remain on the balance sheet and not
be amortized. On an annual basis, and when there is reason to suspect that their
values  have been  diminished  or  impaired,  these  assets  must be tested  for
impairment,  and write-downs may be necessary. We are required to implement SFAS
No.  142 on June 1,  2002,  and have not yet  determined  the  impact  that this
statement will have on our results of operations or financial position.

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations".  SFAS No. 143  addresses  financial  accounting  and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  retirement  costs. We are required to implement SFAS No. 143 on June
1, 2003, and have not yet determined the impact that this statement will have on
our results of operations or financial position.

In October 2001, the FASB issued SFAS No. 144  "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  SFAS No. 144 replaces SFAS No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" and establishes  accounting and reporting standards for long-lived assets to

                                       31
<PAGE>


be  disposed  of by  sale.  This  standard  applies  to all  long-lived  assets,
including  discontinued  operations.  SFAS No. 144 requires that those assets be
measured at the lower of carrying  amount or fair value less cost to sell.  SFAS
No. 144 also  broadens the reporting of  discontinued  operations to include all
components of an entity with operations that can be distinguished  from the rest
of the entity that will be eliminated from the ongoing  operations of the entity
in a disposal transaction.  We are required to implement SFAS No. 144 on June 1,
2002,  and have not yet  determined  the impact that this statement will have on
our results of operations or financial position.

Commitments and Contingencies

We have filed a shelf registration  statement with the SEC for the sale of up to
72,000,000  shares of our common  stock that may be offered from time to time in
connection  with  acquisitions.  The SEC  declared  the  registration  statement
effective  on July 14,  1994.  As of April 10, 2002,  37,613,079  shares  remain
available for future acquisitions.

On July 7, 2000,  the SEC declared  effective our universal  shelf  registration
statement,  which registered our sale of up to an aggregate of $750.0 million of
securities  (debt,  common stock,  preferred  stock and warrants) as well as the
resale of up to 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).

In February 2002,  Centennial  Cable entered into an agreement with a subsidiary
of Motorola,  Inc.  (the  "Motorola  Agreement")  pursuant to which it agreed to
purchase  equipment for the digital  conversion of its cable operations  through
July  2002 at a cost of  approximately  $15.0  million.  Centennial  Cable  will
utilize  amounts  available  under its Cable Credit  Facility to fund  purchases
under the Motorola Agreement.

In July 2001,  we entered into an  agreement  with Nortel  Networks  pursuant to
which we agreed,  subject to  certain  conditions,  to  purchase  equipment  and
installation services for our wireless operations through June 2003 at a cost of
approximately  $40.0  million.  We have committed to purchase $8.9 million under
this agreement as of February 28, 2002.

In March 2001,  Centennial Digital Jamaica entered into an agreement with Lucent
Technologies  (the "Lucent  Agreement")  pursuant to which it agreed to purchase
equipment  and  services for its wireless  telephone  system in Jamaica  through
February  2003 at a cost of  approximately  $65.0  million.  Centennial  Digital
Jamaica will utilize amounts  available under its Lucent Credit Facility to fund
purchases under the Lucent Agreement.


             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.
Statements  in this  document that are not  historical  facts are  identified as
"forward  looking  statements".  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", and similar expressions, or by
discussion  of  competitive   strengths  or  strategy  that  involve  risks  and

                                       32
<PAGE>

uncertainties.  We warn  you  that  these  forward-looking  statements  are only
predictions   and  estimates,   which  are  inherently   subject  to  risks  and
uncertainties.

Important  factors  ("Risk  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 include, but are not limited to:

o    our substantial debt obligations;
o    the  availability  and cost of additional  capital to fund our  operations,
     including the need to refinance existing indebtedness;
o    the competitive nature of the  telecommunications  industry in the areas in
     which we operate, including, without limitation, the affect of existing and
     new competitors, including competitors that may have greater resources than
     we do,  competitors  that may offer less expensive  products than we do and
     competitors that may offer more  technologically  advanced products than we
     do;
o    general economic, business, political and social conditions in the areas in
     which we operate, including the less developed Caribbean region;
o    continued overbuilding by personal  communications service providers in the
     U.S.  wireless  markets and the  effects of  increased  competition  in our
     markets,  which  may  cause a  reduction  in  roaming  revenues,  increased
     subscriber cancellations, a continued reduction of prices charged and lower
     average revenue per subscriber;
o    our  dependence on roaming  agreements  for a material  portion of our U.S.
     wireless  revenues and the  continued  price  declines in roaming rates and
     potential reduction of roaming minutes of use;
o    the ability to attract and retain qualified personnel;
o    the effects of governmental regulation of the telecommunications industry;
o    the capital  intensity of the  telecommunications  industry,  including our
     plans to make significant  capital  expenditures during the coming year and
     future years to build out and upgrade our networks;
o    opportunities  for growth through  acquisitions and investments and ability
     to manage this growth;
o    changes and  developments  in technology,  including our ability to upgrade
     our networks to remain  competitive and our ability to anticipate and react
     to frequent and significant technological changes;
o    the ability to effectively manage subscriber cancellations;
o    local  operating  hazards  and  risks in the  areas  in  which we  operate,
     including without limitation,  hurricanes,  tornados, wind storms and other
     natural disasters;
o    restrictive   covenants  and  consequences  of  default  contained  in  our
     financing arrangements;
o    our ability to manage and monitor billing and operational support systems;
o    potential  litigation related to using wireless  telephones while operating
     an  automobile  and  the  potential  reduction  of  wireless  usage  due to
     legislation restricting usage while driving;
o    potential litigation relating to possible health effects of radio frequency
     transmission;
o    the relative illiquidity and corresponding volatility of our common stock;
o    declining rates for international long distance traffic;
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.

                                       33
<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  February  28,  2002 (based on
information provided by one of the Company's lending institutions):

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------
                                            Year Ended February 28,
                         ------------------------------------------------------------
(In thousands)              2003        2004        2005         2006         2007      There-after      Total       Fair value
--------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>         <C>         <C>           <C>         <C>          <C>          <C>            <C>
Long-term debt:
  Fixed rate              $    223    $    446    $    242     $    497     $    348     $ 544,592    $  546,348     $  468,093
  Average interest rate      13.91 %     13.75 %     14.00 %      12.29 %      14.00 %       10.51 %       10.52 %            -
  Variable rate           $ 56,631    $ 79,131    $103,793     $140,885     $332,709     $ 557,957    $1,271,106     $1,271,106
  Average interest rate
(1)                           4.98 %      5.78 %      6.27 %       6.63 %       6.72 %        6.86 %        6.59 %            -
Interest rate swaps
  (pay fixed, receive
  variable):
  Notional amount         $350,000    $100,000    $ 50,000            -            -             -             -     $  (14,341)
  Average pay rate            5.88 %      5.33 %      4.93 %          -            -             -             -              -
  Average receive rate        4.98 %      5.78 %      6.27 %          -            -             -             -              -
Interest rate collar:
  Notional amount         $100,000    $100,000           -            -            -             -             -     $   (2,932)
  Cap                         7.00 %      7.00 %         -            -            -             -             -              -
  Floor                       4.62 %      4.62 %         -            -            -             -             -              -
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents the average  interest rate before  applicable  margin on the New
     Credit Facility debt.

                           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

                                       34

<PAGE>


Item 5. Other Information

          None

Item 6. Exhibits and Reports on Form 8-K

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

     a)   Exhibits

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

            None

     b)   Reports on Form 8-K

            None

                                       35
<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.



April 12, 2002



                                               CENTENNIAL COMMUNICATIONS CORP.

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



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



                                       36