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                                                                    Exhibit 10.2

                                    AGREEMENT

        AGREEMENT,  dated as of the 30th day of  August,  1996,  by and  between
Century  Cellular  Holding Corp., a New York  corporation  ("Century  Holding"),
having its principal offices at 50 Locust Avenue, New Canaan, Connecticut 06840,
and Centennial Cellular Corp., a Delaware  corporation formerly known as Century
Cellular Corp. ("Centennial"), having its principal offices at 50 Locust Avenue,
New Canaan, Connecticut 06840.

                                 R E C I T A L S

        A.  Century  Holding  and  Centennial  have  entered  into that  certain
Services  Agreement,  dated as of August 30, 1991, as Amended and Restated as of
September 27, 1991 (the "Services Agreement").

        B. In accordance  with Section 7.1 of the Services  Agreement,  the Term
thereof  expires on August 30, 1996,  and the parties are  currently  conferring
regarding the possible renewal of the Services Agreement on mutually  acceptable
terms  and  conditions,  and while  doing so  desire  to extend  the Term of the
Services  Agreement for an interim period without  modifying at this time any of
the other terms or conditions of the Services Agreement.

        NOW, THEREFORE,  in consideration of the mutual covenants and agreements
contained herein and in the Services Agreement,  and for other good and valuable
consideration,  the receipt and  adequacy of which is hereby  acknowledged,  the
parties hereto agree as follows:

        1. All defined  terms used herein and not  otherwise  defined shall have
the meaning ascribed thereto in the Services Agreement.

        2.  Section 7.1 of the Services  Agreement is hereby  amended to provide
that the Term shall expire on August 31, 1997 (the "Interim  Additional  Term"),
unless  earlier  terminated in the manner set forth in Section 7.2 thereof.  The
parties hereto agree to continue to confer regarding the possible renewal of the
Services  Agreement  beyond  August 31,  1997 on mutually  acceptable  terms and
conditions.  The parties further agree that in the event the Services  Agreement
is renewed beyond the Interim  Additional Term, any  consideration to be paid to
Century  Holding shall include  consideration  for services  rendered  hereunder
during the Interim  Additional Term. In the event the Services  Agreement is not
renewed  beyond the Interim  Additional  Term, the parties agree to negotiate in
good faith  regarding  consideration  to be paid to Century Holding for services
rendered hereunder during the Interim Additional Term, which consideration shall
not be less  than the  value  of the  services  rendered  to  Centennial  by the
employees of Century Holding.

        3.  Except as modified  hereby,  the  Services  Agreement  shall  remain
unchanged and in full force and effect.


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        IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
hereinabove indicated.

                                       CENTURY CELLULAR HOLDING CORP.

                                       By:  /s/ Scott N. Schneider
                                           ________________________
                                       Name:  Scott N. Schneider
                                       Title: Senior Vice President

                                       CENTENNIAL CELLULAR CORP.

                                       By:  /s/ David Z. Rosensweig
                                           ________________________
                                       Name:  David Z. Rosensweig,
                                       Title: Secretary



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