EXHIBIT 10.3

                                                                  EXECUTION COPY



          AMENDMENT NO. 3 dated as of September 5, 2001 (this  "Amendment"),  to
     the credit  agreement  dated as of January 7, 1999, as amended and restated
     as of February 29, 2000, as amended by Amendment No. 1 dated as of July 28,
     2000  and  Amendment  No.  2  dated  as of  August  3,  2001  (the  "Credit
     Agreement"),  among  CENTENNIAL  CELLULAR  OPERATING  CO. LLC, as Borrower;
     CENTENNIAL  PUERTO  RICO  OPERATIONS  CORP.,  as  PR  Borrower;  CENTENNIAL
     COMMUNICATIONS CORP., as a Guarantor  ("Centennial");  the other Guarantors
     party  thereto;  each  of the  lenders  from  time to  time  party  thereto
     (individually,  a "Lender" and,  collectively,  the  "Lenders");  THE CHASE
     MANHATTAN  BANK,  as co-lead  arranger  and  co-syndication  agent (in such
     capacity, together with its successors in such capacity,  "Chase"); MERRILL
     LYNCH & CO. and MERRILL  LYNCH,  PIERCE,  FENNER & SMITH  INCORPORATED,  as
     co-lead arranger and co-syndication agent (in such capacity,  together with
     its successors in such capacity,  and Chase, the "Co-Syndication  Agents");
     BANK OF  AMERICA,  N.A.,  as  arranger  and  administrative  agent (in such
     capacity,  together with its successors in such  capacity,  "Administrative
     Agent");  and THE BANK OF NOVA  SCOTIA,  as  documentation  agent  (in such
     capacity,  together with its  successors in such  capacity,  "Documentation
     Agent").

     A. The Credit Agreement  contemplates  that  Incremental  Facilities may be
established  from time to time under the Credit  Agreement  and may be allocated
among the Revolving  Credit Facility and the Term Loan Facilities or one or more
new term loan facilities.

     B. The Lenders  party  hereto (the "New  Lenders")  have agreed to provide,
subject to the terms and conditions contained herein, an Incremental Facility in
an aggregate  principal amount of $50,000,000,  consisting of additional Tranche
C-PR Term Loans.

     C. Section 2.01(f) of the Credit Agreement  permits  commitments in respect
of an Incremental  Facility to be integrated into the Credit  Agreement  through
execution and delivery of an amendment to the Credit  Agreement  executed by the
Borrower,  the PR Borrower,  the Co-Syndication Agents, the Administrative Agent
and the New Lenders providing the Incremental Facility.

     D. Section  2.01(f) of the Credit  Agreement  provides  that the  amendment
implementing  the  Incremental  Facility  may,  without the consent of any other
Lenders,  make conforming and other necessary changes to the Credit Documents in
order to integrate the Incremental Facility into the Credit Documents (including
to secure the Incremental Facility).

     E. The  Borrower,  the PR Borrower and the New Lenders have  requested  the
Co-Syndication  Agents and the Administrative Agent to enter into this Amendment
to provide for  additional  Tranche C-PR Term Loans in the amount of $50,000,000
(the "Incremental Tranche C-PR Term Loan Facility");

<PAGE>


     F.  Capitalized  terms used but not defined  herein shall have the meanings
assigned to them in the Credit Agreement.

     Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration,  the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Amendments to Credit  Agreement.  (a) Section 1.01 of the Credit
Agreement is hereby amended as follows:

          (i)  The  following   new   definitions   are  added  in   appropriate
     alphabetical order as follows:

          "Amendment  No. 3" shall mean Amendment No. 3 dated as of September 5,
     2001 to this Agreement.

          "Third  Amendment  Effective Date" shall mean the date Amendment No. 3
     to this Agreement became effective in accordance with its terms.

          (ii) The  definitions  of  "Tranche  C-PR  Term Loan  Commitment"  and
     "Tranche C-PR Term Loan  Lenders" are hereby  amended and restated in their
     entirety as follows:

                    "Tranche C-PR Term Loan Commitment" shall mean, (i) for each
               Tranche C-PR Term Loan Lender  party hereto on the  Effectiveness
               Date,  the  obligation of such Lender to make a Tranche C-PR Term
               Loan  on the  Effectiveness  Date  in an  amount  up to  but  not
               exceeding  the amount  set  opposite  the name of such  Lender on
               Schedule 6(a) to the  Effectiveness  Agreement  under the caption
               "Tranche  C-PR Term Loan  Commitment"  and (ii) for each  Tranche
               C-PR Term  Loan  Lender  party to  Amendment  No. 3  hereto,  the
               obligation of such Lender to make a Tranche C-PR Term Loan on the
               Third  Amendment  Effective  Date  in an  amount  up to  but  not
               exceeding  the amount  set  opposite  the name of such  Lender on
               Schedule A to Amendment No. 3.

                    "Tranche  C-PR  Term  Loan  Lenders"  shall  mean (a) on the
               Effectiveness  Date,  the Lenders  having  Tranche C-PR Term Loan
               Commitments   under   the   Effectiveness   Agreement,   and  (b)
               thereafter,  the Lenders from time to time  holding  Tranche C-PR
               Term  Loans  after  giving  effect  to  any  assignments  thereof
               permitted  by Section  12.06(b) and to the  Incremental  Facility
               providing for additional  Tranche C-PR Term Loans  implemented by
               Amendment No. 3 hereto.

     (b) Section 2.01(d) of the Credit  Agreement is hereby amended and restated
in its entirety as follows:

               (d) Tranche C-PR Term Loans.  Each initial Tranche C-PR Term Loan
          Lender made a term loan to PR Borrower in Dollars on the Effectiveness
          Date in an aggregate  principal  amount equal to such Lender's Tranche
          C-PR  Term  Loan  Commitment  in  connection  with the  prepayment  by
<PAGE>


          Borrower  of all the  Tranche  C Term  Loans  outstanding  to it under
          Section 6(b) of the  Effectiveness  Agreement.  Each Tranche C-PR Term
          Loan Lender party to  Amendment  No. 3 made a term loan to PR Borrower
          in  Dollars  on the Third  Amendment  Effective  Date in an  aggregate
          principal  amount  equal  to such  Lender's  Tranche  C-PR  Term  Loan
          Commitment.  Subject to the terms and  conditions  of this  Agreement,
          Borrower may Convert  Tranche C-PR Term Loans of one Type into Tranche
          C-PR Term  Loans of another  Type (as  provided  in  Section  2.09) or
          Continue  Tranche  C-PR Term  Loans of one Type as  Tranche  C-PR Term
          Loans of the same Type (as provided in Section 2.09).

               Tranche  C-PR Term Loans  that are  repaid or prepaid  may not be
               reborrowed.

     (c) Section 2.01(f) of the Credit  Agreement is hereby amended by replacing
the reference to "$150.0 million" with a reference to "$100 million".

     (d) Section  2.04(a)(iii)  of the Credit  Agreement  is hereby  amended and
restated in its entirety as follows:

               (iii) The aggregate amount of the Tranche A Term Loan Commitments
          and the Tranche A-PR Term Loan Commitments were reduced to zero on the
          Original  Closing Date. The aggregate  amount of the Tranche B-PR Term
          Loan  Commitments  and the Tranche C-PR Term Loan  Commitments  (other
          than Tranche C-PR Term Loan  Commitments  in respect of the additional
          Tranche C-PR Term Loans  implemented  by Amendment  No. 3 hereto) were
          automatically  and permanently  reduced to zero immediately  after the
          making of the Tranche  B-PR Term Loans and the Tranche C-PR Term Loans
          on the  Effectiveness  Date. The aggregate  amount of the Tranche C-PR
          Term Loan  Commitments in respect of the additional  Tranche C-PR Term
          Loans implemented by Amendment No. 3 hereto shall be automatically and
          permanently  reduced to zero immediately after the earlier to occur of
          (i) the making of the additional  Tranche C-PR Term Loans on the Third
          Amendment  Effective  Date and (ii)  5:00 p.m on the  Third  Amendment
          Effective Date.

     (e) The column entitled "TRANCHE C-PR TERM LOANS" in the chart set forth at
the end of Section  3.01(b) is hereby  amended and  restated in its  entirety as
follows (dates provided at left for reference purposes only):



                                                     TRANCHE C-PR
DATE                                                   TERM LOANS
----                                                   ----------

May 2000                                             $    562,500
August 2000                                               562,500
November 2000                                             562,500
February 2001                                             562,500
May 2001                                                  562,500
August 2001                                               562,500
November 2001                                             689,000
February 2002                                             689,000
<PAGE>
                                                     TRANCHE C-PR
DATE                                                   TERM LOANS
----                                                   ----------

May 2002                                                  689,000
August 2002                                               689,000
November 2002                                             689,000
February 2003                                             689,000
May 2003                                                  689,000
August 2003                                               689,000
November 2003                                             689,000
February 2004                                             689,000
May 2004                                                  689,000
August 2004                                               689,000
November 2004                                             689,000
February 2005                                             689,000
May 2005                                                  689,000
August 2005                                               689,000
November 2005                                             689,000
February 2006                                             689,000
May 2006                                                  689,000
August 2006                                               689,000
November 2006                                             689,000
February 2007                                             689,000
May 2007                                                  689,000
August 2007                                               689,000
November 2007                                         252,276,500
                                                     $272,187,500



     SECTION 2. Initial Interest Periods, Amortization, Prepayment, Etc. Each of
the parties hereto acknowledges and agrees that the additional Tranche C-PR Term
Loans (the  "Additional  Tranche C-PR Term Loans") made by each New Lender shall
be  deemed  to  consist  of three  separate  LIBOR  Loans in  principal  amounts
proportionate to the principal amounts of the currently  outstanding  borrowings
of Tranche C-PR Term Loans under the Credit  Agreement  (the  "Original  Tranche
C-PR  Term  Loans")  and  having  Interest  Periods  ending  on the  same  dates
respectively  as the  corresponding  borrowings  of Original  Tranche  C-PR Term
Loans.  Amortization  payments in respect of the  Additional  Tranche  C-PR Term
Loans shall  commence  with the  amortization  payment due in respect of Tranche
C-PR Term  Loans on the last  Business  Day of  November  2001.  The  Additional
Tranche C-PR Term Loans shall otherwise have the same terms, and shall be deemed
part of the same Term Loan Tranche and Class of Loans,  as the Original  Tranche
C-PR Term Loans; provided,  however, that the Additional Tranche C-PR Term Loans
shall be deemed a separate  Term Loan Tranche and Class of Loans for purposes of
Section  2.09(c)(i) and Section  2.10(b)(i)(A)  of the Credit  Agreement and the
definition of "Prepayment Designation Basket".
<PAGE>


     SECTION 3.  Representations  and  Warranties.  To induce the other  parties
hereto to enter into this Amendment,  the Obligors represent and warrant to each
of the Lenders and the Administrative Agent that, immediately prior to and after
giving  effect to this  Amendment  and the making of the Tranche C-PR Term Loans
contemplated hereby and the intended use thereof:

     (a) no Default or Event of Default has occurred and is continuing;

     (b) the representations and warranties made by the Obligors in Section 8 of
     the  Credit  Agreement,  and by each  Obligor  in each of the other  Credit
     Documents  to which it is a party,  are true and  complete in all  material
     respects  on and as of the date hereof with the same force and effect as if
     made on and as of the  date  hereof  (or,  if any  such  representation  or
     warranty is expressly stated to have been made as of a specific date, as of
     such specific date);

     (c) the Loans and the use of proceeds thereof do not contravene, violate or
     conflict  with, and will not involve any Lender in a violation of, any law,
     rule,  injunction  or regulation  or  determination  of any court of law or
     other Governmental Authority;

     (d) there has not occurred any Material Adverse Effect; and

     (e) the Tranche C-PR Term Loans contemplated hereby are permitted under the
     debt incurrence test specified under each of the Senior  Subordinated Notes
     Financing  Documents,  the Parent Financing  Documents and, if issued,  the
     Additional  Senior   Subordinated   Notes  Documents  or  there  are  other
     provisions  in  such  documents   under  which  such  Loans  are  expressly
     permitted.

     SECTION 4. Conditions to Effectiveness. This Amendment, and the obligations
of the Lenders  party  hereto to make the  Tranche  C-PR Term Loans set forth on
Schedule  A hereto,  shall  become  effective  on the date on which  each of the
following conditions is satisfied:

     (a)  Documentation  and Evidence of Certain Matters.  Administrative  Agent
shall  have  received  the  following   documents,   each  duly  executed  where
appropriate,  each of which shall be reasonably  satisfactory to  Administrative
Agent in form and substance:

          (i) Corporate or  Comparable  Documents.  Certified  true and complete
     copies of the charter and by-laws and all amendments thereto (or equivalent
     documents) of each Obligor and of all corporate or comparable authority for
     each Obligor  (including board of director  resolutions and evidence of the
     incumbency, including specimen signatures, of officers) with respect to the
     execution,  delivery  and  performance  of such of the Credit  Documents to
     which such Obligor is intended to be a party and each other  document to be
     delivered by such Obligor from time to time in  connection  with the Credit
     Documents  and  the  extensions  of  credit  under  the  Credit  Agreement,
     certified as of the Third Amendment  Effective Date as complete and correct
     copies  thereof by the Secretary or an Assistant  Secretary of such Obligor
     (which  certificate  may confirm the continuing  effectiveness  of any such
     documents  delivered  on the  Original  Closing  Date  and  bring  down the
     certificate delivered in respect thereof on the Original Closing Date).

<PAGE>

          (ii)  Officers'  Certificate.  An  Officers'  Certificate  of  each of
     Borrower and PR Borrower,  dated the Third Amendment Effective Date, to the
     effect  set forth in  clauses  (a) and (b) of  Section 3 hereof  and to the
     effect  that  all  conditions   precedent  to  the   consummation   of  the
     transactions contemplated hereby on the Third Amendment Effective Date have
     been satisfied.

          (iii) Opinions of Counsel.  (A) Opinion of Simpson Thacher & Bartlett,
     counsel  to the  Obligors,  substantially  in the form of  Exhibit B to the
     Credit Agreement (and each Obligor hereby instructs such counsel to deliver
     such opinion to the Tranche C-PR Term Lenders and Agents).

          (iv) This Amendment.  This Amendment,  (A) executed and delivered by a
     duly  authorized  officer of each of the Borrower and the PR Borrower,  and
     (B) executed and delivered by a duly authorized officer of each New Lender,
     each of the Co-Syndication Agents and the Administrative Agent.

          (v) Notes. Notes, duly completed and executed for each New Lender that
     has requested Notes prior to the Third Amendment Effective Date.

          (vi)  Reaffirmation  Agreement;  Security  Documents.  A reaffirmation
     agreement (the "Reaffirmation  Agreement-C-PR"),  substantially in the form
     of the  Reaffirmation  Agreement  dated as of February 29, 2000,  among the
     Reaffirming  Parties  thereto and the  Administrative  Agent,  executed and
     delivered  by a duly  authorized  officer of each  Obligor,  and each other
     document or instrument  requested by Administrative Agent in respect of the
     Security  Documents  reasonably in advance of the intended Third  Amendment
     Effective Date (each of which shall be in full force and effect).

          (vii) Solvency Certificate.  A certificate in the form of Exhibit E to
     the Effectiveness Agreement from the chief financial officer of Borrower as
     to the Solvency of each Obligor (on a consolidated basis) immediately after
     giving effect to the  transactions  contemplated  by this  Amendment on the
     Third Amendment Effective Date.

     (b)  Effectiveness  Date. The  transactions set forth in Section 4(a) shall
occur on or before September 30, 2001.

     (c) No Material  Adverse  Change.  There shall not have  occurred or become
known any Material  Adverse  Change of Parent and its  subsidiaries,  taken as a
whole, since May 31, 2000.

     (d) Approvals.  All requisite  Governmental  Authorities  and third parties
shall have approved or consented to the transactions contemplated hereby and all
applicable  appeal periods shall have expired and there shall be no governmental
or judicial action or Proceeding,  actual or threatened, that has had the effect
of (or  could  reasonably  be  expected  to have  the  effect  of)  restraining,
preventing  or  imposing  materially   burdensome   conditions  on  any  of  the
Transactions or the other  transactions  contemplated  hereby,  except,  in each
case, as would not,  singly or in the  aggregate,  result in a Material  Adverse
Effect.

<PAGE>


     (e) No Default in Other Agreements.  No default in any material Contractual
Obligation  of any Company or Parent and its  Subsidiaries  will result from the
execution and delivery of this Amendment or any of the transactions contemplated
hereby;  and no law or  regulation  shall be  applicable  in the judgment of the
Agents that restrains,  prevents or imposes  materially  adverse conditions upon
any component of the transactions contemplated hereby.

     (f) Margin Rule  Compliance.  All Loans and other financing to Borrower and
PR Borrower  shall be in full  compliance  with all applicable  requirements  of
Regulations T, U and X.

     (g)  Payment of Fees and  Expenses.  All accrued  fees and  expenses of the
Agents and accrued fees of the Lenders in connection  with the Credit  Documents
shall have been paid.

     (h) Other  Matters.  The New Lenders  shall have  received such other legal
opinions,  corporate  documents and other  instruments  and/or  certificates  as
Agents may request in their reasonable discretion.

     SECTION 5. Effect of Amendment.  Except as expressly set forth herein, this
Amendment  shall not by implication  or otherwise  limit,  impair,  constitute a
waiver of, or  otherwise  affect the rights and  remedies  of the  Lenders,  the
Administrative Agent, the Collateral Agent or the Administrative Agent under the
Credit  Agreement or any other  Credit  Document,  and shall not alter,  modify,
amend or in any way affect any of the terms, conditions,  obligations, covenants
or agreements  contained in the Credit  Agreement or any other Credit  Document,
all of which are ratified  and  affirmed in all  respects and shall  continue in
full force and effect.  Nothing herein shall be deemed to entitle any Loan Party
to a consent to, or a waiver, amendment, modification or other change of, any of
the terms,  conditions,  obligations,  covenants or agreements  contained in the
Credit   Agreement  or  any  other  Credit  Document  in  similar  or  different
circumstances.  This Amendment shall apply and be effective only with respect to
the provisions of the Credit Agreement  specifically  referred to herein.  After
the date hereof,  any  reference to the Credit  Agreement  shall mean the Credit
Agreement,  as  modified  hereby.  This  Amendment  shall  constitute  a "Credit
Document"  for  all  purposes  of the  Credit  Agreement  and the  other  Credit
Documents.

     SECTION 6.  Counterparts.  This  Amendment may be executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts  together shall constitute but one and the same contract.  Delivery
of an executed  counterpart  of a signature  page of this Amendment by facsimile
transmission   shall  be  as  effective  as  delivery  of  a  manually  executed
counterpart hereof.

     SECTION  7.  Applicable  Law.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

<PAGE>


     SECTION 8.  Headings.  The headings of this  Amendment  are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

     SECTION  9.  Expenses.  The  Borrower  agrees  to  reimburse  Chase for all
reasonable  out-of-pocket expenses in connection with this Amendment,  including
the  reasonable  fees,  charges and  disbursements  of Cravath,  Swaine & Moore,
counsel for Chase.

<PAGE>

          IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
     be duly executed by their duly authorized officers,  all as of the date and
     year first above written.

                                   CENTENNIAL CELLULAR OPERATING CO. LLC,

                                     by
                                        ___________________________
                                        Name:
                                        Title:

                                   CENTENNIAL PUERTO RICO OPERATIONS CORP.,

                                     by
                                        ___________________________
                                        Name:
                                        Title:

                                   THE CHASE MANHATTAN BANK, as
                                   Tranche C-PR Term Loan Lender and as and
                                   co-syndication agent,

                                     by
                                        ____________________________
                                        Name:
                                        Title:

                                   MERRILL LYNCH, PIERCE, FENNER & SMITH
                                   INCORPORATED, as co-syndication agent,

                                     by
                                        ____________________________
                                        Name:
                                        Title:

                                   BANK OF AMERICA, N.A., as Tranche C-PR
                                   Term Loan Lender and as administrative agent,

                                     by
                                        ____________________________
                                        Name:
                                        Title:



                                                                      Schedule A

Commitments of New Tranche C-PR Term Lenders


Lender                                        Additional Tranche C-PR Term Loan

Bank of America, N.A.                         $25,000,000.00
The Chase Manhattan Bank                      $25,000,000.00

                                     Total    $50,000,000.00