UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

                                       [X]
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
                                    of 1934
                For the quarterly period ended November 30, 1999
                                       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 Cellular Corp.
             (Exact name of registrant as specified in its charter)

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

                               1305 Campus Parkway
                                Neptune, NJ 07753
          (Address of principal executive offices, including zip code)
                                 (732) 919-1000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                 YES [X] NO [ ]

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

     Class A Common - 31,376,934 outstanding shares as of January 11, 2000


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                                 November 30,
                                                                                                    1999               May 31,
                                                                                                 (Unaudited)             1999
                                                                                             -------------------     ------------



<S>                                                                                           <C>                     <C>
ASSETS

CURRENT ASSETS:
      Cash and cash equivalents                                                               $         12,700       $     51,141
      Restricted investments                                                                            39,370             39,480
      Accounts receivable, less allowance for doubtful
          accounts of  $8,734 and $3,763, respectively                                                  58,281             46,326
      Inventory - phones and accessories, less allowance for
          obsolescence of $1,002 and $1,315, respectively                                                8,924              7,631
      Prepaid expenses and other current assets                                                          1,778                737
                                                                                              -------------------    ------------

        TOTAL CURRENT ASSETS                                                                           121,053            145,315

PROPERTY, PLANT AND EQUIPMENT - net                                                                    330,860            300,120

RESTRICTED INVESTMENTS, long-term                                                                            -             19,038

EQUITY INVESTMENTS IN WIRELESS SYSTEMS - net                                                            76,214             75,723

DEBT ISSUANCE COSTS, less accumulated amortization of
       $6,432 and $2,905, respectively                                                                  55,046             58,307

CELLULAR TELEPHONE LICENSES, less accumulated
      amortization of $301,581 and $298,725, respectively                                              228,216            202,599



PERSONAL COMMUNICATIONS SERVICES LICENSE, less accumulated
      amortization of $4,677 and $3,893, respectively                                                   58,081             58,866

GOODWILL, less accumulated amortization of $32,351
      and $30,430, respectively                                                                        118,836            119,172

OTHER ASSETS - net                                                                                      14,869              7,141
                                                                                              -------------------     ------------

        TOTAL                                                                                 $      1,003,175        $   986,281
                                                                                              ===================     ============
</TABLE>








            See notes to condensed consolidated financial statements

                                        1
<PAGE>

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                  (CONTINUED)
                    (Amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                                   November 30,
                                                                                                      1999               May 31,
                                                                                                   (Unaudited)            1999
                                                                                                ----------------    ---------------

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

CURRENT LIABILITIES:
        Current portion of long term debt                                                          $       4,500       $      4,500
        Accounts payable                                                                                  12,025             22,968
        Accrued expenses and other current liabilities                                                    93,762            102,371
        Payable to affiliates                                                                                125                125
                                                                                                ----------------    ---------------

              TOTAL CURRENT LIABILITIES                                                                  110,412            129,964

LONG-TERM DEBT                                                                                         1,477,513          1,459,295

COMMON STOCKHOLDERS' EQUITY (DEFICIT):
        Common stock par value $.01 per share:
              Class A, 1 vote per share, 50,000,000 shares authorized,
               issued, 31,343,212 and 31,224,462 shares, respectively;
               and outstanding 31,319,711 and 31,200,961 shares, respectively                                313                312
        Common stock issuable                                                                              1,530                  -
        Additional paid-in capital                                                                       423,448            419,374
        Accumulated deficit                                                                           (1,008,859)        (1,021,587)
                                                                                                 ----------------   ---------------
                                                                                                        (583,568)          (601,901)
        Less:  Cost of 23,501 class A common shares in treasury                                           (1,077)            (1,077)
        Deferred Compensation                                                                               (105)                 -
                                                                                                 ----------------   ---------------

              TOTAL COMMON STOCKHOLDERS' EQUITY (DEFICIT)                                               (584,750)          (602,978)
                                                                                                 ----------------   ---------------

                          TOTAL                                                                    $   1,003,175       $    986,281
                                                                                                 ================   ===============
</TABLE>













            See notes to condensed consolidated financial statements

                                        2

<PAGE>
                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                                               Three Months Ended                     Six Months Ended
                                                               ------------------                     ----------------
                                                        November 30,         November 30,      November 30,      November 30,
                                                           1999                 1998              1999               1998
                                                       -------------        -------------     -------------     -------------
<S>                                                 <C>                   <C>                <C>                <C>
REVENUE:
      Service revenue                                 $      118,575       $       85,481    $      231,530    $      161,672
      Equipment sales                                          4,955                1,671             9,272             2,926
                                                       -------------        -------------     -------------     -------------
                                                             123,530               87,152           240,802           164,598
                                                       -------------        -------------     -------------     -------------

COSTS AND EXPENSES:
      Cost of equipment sold                                   7,365                4,929            14,964             9,462
      Cost of services                                        14,711               11,742            30,416            22,124
      Sales and marketing                                     19,224               14,687            36,998            23,890
      General and administrative                              22,204               12,859            40,472            27,552
      Depreciation and amortization                           19,655               32,739            38,639            64,543
                                                       -------------        -------------     -------------     -------------
                                                              83,159               76,956           161,489           147,571
                                                       -------------        -------------     -------------     -------------

OPERATING INCOME                                              40,371               10,196            79,313            17,027
                                                       -------------        -------------     -------------     -------------

INCOME FROM EQUITY INVESTMENTS                                 3,856                3,841             7,340             7,490
GAIN ON DISPOSITION OF ASSETS                                      2                   55                 -             9,611
INTEREST EXPENSE -  NET                                      (36,495)             (10,809)          (72,429)          (21,940)
                                                       -------------        -------------     -------------     -------------

INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST         7,734                3,283            14,224            12,188


INCOME TAX  EXPENSE                                             (700)              (2,828)           (1,556)           (5,836)

INCOME BEFORE MINORITY INTEREST                                7,034                  455            12,668             6,352

MINORITY INTEREST IN LOSS (INCOME) OF SUBSIDIARIES                15                  233                60                (9)
                                                       -------------        -------------     -------------     -------------

      NET INCOME                                      $        7,049       $          688    $       12,728    $        6,343
                                                       =============        =============     =============     =============


DIVIDEND REQUIREMENT ON PREFERRED STOCK               $            -       $       (4,113)   $            -    $       (8,226)
                                                       =============        =============     =============     =============

INCOME (LOSS) APPLICABLE TO COMMON SHARES             $        7,049       $       (3,425)   $       12,728    $       (1,883)
                                                       =============        =============     =============     =============

EARNINGS (LOSS) PER COMMON SHARE
         BASIC                                        $         0.23       $        (0.06)   $         0.41    $        (0.03)
                                                       =============        =============     =============     =============
         DILUTED                                      $         0.22       $        (0.06)   $         0.39    $        (0.03)
                                                       =============        =============     =============     =============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
      OUTSTANDING DURING THE PERIOD:
         BASIC                                                31,250               55,802            31,231            55,800
                                                       =============        =============     =============     =============
         DILUTED                                              32,388               55,802            32,361            55,800
                                                       =============        =============     =============     =============
</TABLE>


            See notes to condensed consolidated financial statements

                                        3

<PAGE>
                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>
                                                Common Stock                    Additional
                                 ---------------------------------------
                                        Class A            Class B       Common   Paid-In Treasury  Deferred    Accumu-
                                 --------------------  -----------------  Stock                      Compen-     lated
                                   Shares    Dollars     Shares  Dollars Issuable Capital   Stock    sation     Deficit     Total
                                 ----------- -------  ---------- ------- ------- -------- --------- --------- ----------- ----------
<S>                              <C>        <C>     <C>           <C>   <C>    <C>      <C>       <C>        <C>          <C>
Balance at June 1, 1998          50,150,049 $  501    10,544,113    $105  $    - $357,684 $(30,614) $(3,029)  $(284,238)   $40,409

Common stock issued in
  connection with incentive plans 1,403,823     14             -       -       -    4,880        -        -           -      4,894

Common stock issued in
  connection with employee           48,880      -             -       -       -      257        -        -           -        257
  stock purchase plan

Deferred compensation
  Employment agreement               50,003      1             -       -       -      749        -     (750)          -          -

Recapitalization:

  Repurchase of the class A & B
    common stock                (44,447,328)  (444)  (10,544,113)   (105)      - (340,336)       -     2,573   (692,002)(1,030,314)

  Retirement of treasury stock   (4,896,627)   (49)            -       -       -        -   30,614         -    (30,565)         -

  Recapitalization costs                  -      -             -       -       -  (16,165)       -         -       65,385    49,220

  Capital contributions          28,915,662    289             -       -       -  422,211        -         -           -    422,500

Preferred stock dividends                 -      -             -       -       -   (9,906)       -         -           -     (9,906)

Treasury stock purchases                  -      -             -       -       -        -   (1,077)        -           -     (1,077)

Amortization of deferred                  -      -             -       -       -        -        -     1,206           -      1,206
  compensation

Net loss                                  -      -             -       -       -        -        -         -     (80,167)   (80,167)
                              -------------  ------   ----------  ------- ------  -------  --------    ------   ---------  ---------

Balance at May 31, 1999          31,224,462    312             -       -       -  419,374   (1,077)        -  (1,021,587)  (602,978)

Common stock issuable                     -      -             -       -   1,530        -        -         -           -      1,530

Common stock issued in
  connection with acquisitions      100,000      1             -       -       -    3,699        -         -           -      3,700

Common stock issued in
  connection with incentive plans    18,750      -             -       -       -      259        -         -           -        259

Deferred compensation                     -      -             -       -       -      116        -      (116)          -          -

Amortization of deferred
  compensation                            -      -             -       -       -        -        -        11           -         11

Net income                                -      -             -       -       -        -        -         -      12,728     12,728
                              ------------- ------    ----------  ------- ------  -------  --------    ------  ----------   --------

Balance at November 30, 1999
      (unaudited)                31,343,212  $ 313             -  $    - $ 1,530 $423,448  $(1,077)    $(105)$(1,008,859) $(584,750)
                              ============= ======    ==========  ======= ====== ========  ========    ======  ==========   ========
</TABLE>


            See notes to condensed consolidated financial statements

                                        4

<PAGE>
                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                                     Six Months Ended
                                                                                       -------------------------------------------
                                                                                         November 30,             November 30,
                                                                                             1999                     1998
                                                                                       -----------------        ------------------
       OPERATING ACTIVITIES:
       <S>                                                                             <C>                     <C>

           Cash received from subscribers and others                                  $          244,421       $           179,736
           Cash paid to suppliers, employees and
               governmental agencies                                                            (136,706)                 (101,783)
           Interest paid                                                                         (78,858)                  (21,688)
                                                                                        -----------------        ------------------

               NET CASH PROVIDED BY OPERATING ACTIVITIES                                          28,857                    56,265
                                                                                        -----------------        ------------------

       INVESTING ACTIVITIES:

           Proceeds from disposition of assets                                                        22                       438
           Capital expenditures                                                                  (76,371)                  (48,765)
           Acquisition of other assets                                                                 -                    (2,200)
           Disposition of equity investment                                                            -                    10,500
           Acquisitions, net of cash acquired                                                    (32,820)                        -
           Distributions received from equity investments                                          5,047                     6,638
           Purchase of restricted securities                                                     (19,998)                        -
           Proceeds from maturity of restricted securities                                        39,996                         -
                                                                                        -----------------        ------------------

               NET CASH USED IN INVESTING ACTIVITIES                                             (84,124)                  (33,389)
                                                                                        -----------------        ------------------

       FINANCING ACTIVITIES:

           Proceeds from the issuance of long-term debt                                           19,343                     7,000
           Repayment of long-term debt                                                            (2,250)                  (10,000)
           Debt issuance costs paid                                                                 (267)                        -
           Proceeds from issuance of class A common stock                                              -                        10
           Recapitalization costs paid                                                                 -                    (1,990)
                                                                                        -----------------        ------------------


               NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                 16,826                   (4,980)
                                                                                        -----------------        ------------------

       NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                       (38,441)                  17,896

       CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              51,141                   14,620
                                                                                        -----------------        ------------------

       CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $            12,700      $           32,516
                                                                                        =================        ==================

</TABLE>

            See notes to condensed consolidated financial statements

                                        5

<PAGE>

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                             Six Months Ended
                                                                                    November 30,          November 30,
                                                                                       1999                   1998
                                                                                   --------------      -----------------
     <S>                                                                         <C>              <C>
     RECONCILIATION OF NET INCOME TO NET CASH
           PROVIDED BY OPERATING ACTIVITIES:

           Net income                                                            $        12,728     $            6,343
                                                                                   --------------      -----------------

     Adjustments to reconcile net income to net cash
           provided by operating activities:

           Depreciation and amortization                                                  38,639                 64,543
           Minority interest in (loss) income of subsidiaries                                (60)                     9
           Deferred income taxes                                                            (624)                 5,836
           Equity in undistributed earnings of investee companies                         (7,340)                (7,490)
           Gain on disposition of assets                                                       -                 (9,611)
           Other                                                                           3,539                  1,491
           Change in assets and liabilities net of effects of
              acquisitions:
                 Accounts receivable - (increase)                                        (10,535)                (7,796)
                 Prepaid expenses and other current assets -
                    (increase)                                                            (2,574)                (2,604)
                 Accounts payable, accrued expenses and
                    other current liabilities- (decrease) increase                        (5,524)                 4,427
                 Customer deposits and prepayments -
                    increase                                                                 608                  1,117

           Total adjustments                                                              16,129                 49,922
                                                                                   --------------      -----------------

     Net cash provided by operating activities                                   $        28,857     $           56,265
                                                                                   ==============      =================


</TABLE>







            See notes to condensed consolidated financial statements




                                        6

<PAGE>

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

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

Note 1.  Interim Financial Statements

In the opinion of  management,  the  accompanying  interim  unaudited  condensed
consolidated  financial  statements contain all adjustments  (consisting only of
normal  recurring   accruals)  necessary  to  present  fairly  the  consolidated
financial position of Centennial Cellular Corp. and Subsidiaries (the "Company")
as of November 30, 1999 and the results of its consolidated  operations and cash
flows  for the  periods  ended  November  30,  1999 and  1998.  These  financial
statements  do not  include  all  disclosures  required  by  generally  accepted
accounting  principles.  The statements  should be read in conjunction  with the
consolidated  financial  statements and notes thereto  included in the Company's
May 31, 1999 Annual Report on Form 10-K, which includes a summary of significant
accounting policies and other disclosures. The consolidated balance sheet at May
31, 1999 is audited.

Reclassifications  Certain  prior  period  balances  have been  reclassified  to
conform with the current period presentation.

Note 2. Long-Term Debt

The Company and its  subsidiaries had the following debt outstanding at November
30, 1999 and May 31, 1999:

<TABLE>
<CAPTION>
                                                                           November 30,                May 31,
                                                                              1999                      1999
                                                                           -----------              ----------
<S>                                                                       <C>                      <C>
Centennial 8 7/8% Senior Notes due 2001...............                     $    1,388               $    1,388
Centennial 10 1/8% Senior Notes due 2005..............                            219                      219
Term Loans............................................                        895,500                  897,750
Revolving Credit Facility.............................                         46,100                   36,000
Subordinated Notes due 2009 (Mezzanine Debt)..........                        168,806                  158,438
Centennial 10 3/4% Senior Subordinated Notes due 2008.                        370,000                  370,000
                                                                           ----------               ----------
Total Long Term Debt..................................                     $1,482,013               $1,463,795
Current Portion of Term Loan                                                   (4,500)                  (4,500)
                                                                           ----------               ----------
Net Long Term Debt                                                         $1,477,513               $1,459,295
                                                                           ==========               ==========
</TABLE>

                                        7

<PAGE>

The aggregate annual  principal  payments for the next five years and thereafter
under the Company's debt at November 30, 1999 are summarized as follows:

         November 30, 2000                                   $       4,500
         November 30, 2001                                           5,888
         November 30, 2002                                          49,500
         November 30, 2003                                          72,000
         November 30, 2004                                          94,500
         November 30, 2005 and thereafter                        1,255,625
                                                             -------------
                                                             $   1,482,013
                                                             =============

The Company was in  compliance  with all  covenants  of its debt  agreements  at
November 30, 1999.

Interest  expense,  as reflected on the financial  statements has been partially
offset by interest  income.  The gross interest expense for the six months ended
November 30, 1999 and 1998 were $74,849 and $22,837, respectively.

Note 3. Acquisitions

In November  1999,  the Company  acquired the wireless  telephone  system in the
Allegan,  Michigan RSA for cash of  approximately  $31,000 and 100,000 shares of
the Company's  common stock.  This acquisition was accounted for by the purchase
method and, accordingly,  the assets and liabilities of the acquired entity have
been recorded at their  estimated  fair values at the date of  acquisition.  The
results of operations of the acquired  business is included in the  consolidated
financial statements from the date of acquisition. The purchase price allocation
for this acquisition is preliminary and may be revised at a later date.

In August 1999, the Company  acquired  Integrated  Systems,  Inc. and Spiderlink
Puerto Rico Internet Services for cash of approximately $2,000 and 80,000 shares
of the  Company's  common  stock.  40,000 of such shares are  included in common
stock issuable in the Company's  Consolidated  Balance  Sheet.  Such shares were
issued in December  1999.  The  remaining  40,000  shares are issuable  upon the
resolution of certain  contingencies.  This acquisition was accounted for by the
purchase  method and,  accordingly,  the assets and  liabilities of the acquired
entities  have  been  recorded  at their  estimated  fair  values at the date of
acquisition.  The results of operations of the acquired  business is included in
the consolidated  financial statements from the date of acquisition.  The excess
of the  purchase  price over the fair value of the net assets  acquired has been
recorded as goodwill,  which is being amortized on a straight-line basis over 10
years. The purchase price allocation for this acquisition is preliminary and may
be revised at a later date.
                                       8
<PAGE>

The  following  summary pro forma  information  includes the  operations  of the
Company and these acquisitions as if such acquisitions had been consumated as of
June 1, 1998:

                                                 Six Months Ended November 30,
                                                 -----------------------------
                                                     1999              1998
                                                     ----              ----
                  Revenues                        $244,104          $168,195
                  Net income                      $ 13,329          $  6,600
                  Earnings (loss) per
                     common share:
                     Basic                           $0.43            $(0.03)
                                                     =====            ======
                     Diluted                         $0.41            $(0.03)
                                                     =====            ======

Note 4.  New Accounting Pronouncements

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
No.  101").  SAB No. 101 sets forth certain of the SEC staff's views on applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  SAB No. 101 is effective for the first fiscal quarter of the fiscal
year  beginning  after December 15, 1999. The Company plans to adopt SAB No. 101
effective June 1, 2000 and is currently  assessing the impact that adoption will
have on the Company's results of operations and financial position.

The  Financial  Accounting  Standards  Board  issued  Statement of SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities" in June,  1998.
The Company will adopt SFAS No. 133 effective  June 1, 2001. The Company has not
yet  determined  the impact of the adoption of SFAS No. 133 on future results of
operations or financial condition.

Note 5. Reciprocal Compensation

On November 2, 1999, the Puerto Rico  Telephone  Company  ("PRTC")  notified the
Company  that they  disputed  invoices for Internet  Service  Providers  ("ISP")
termination  traffic going back to April 1, 1999.  It is the Company's  position
that it has  rightfully  invoiced  PRTC for the  termination  of ISP  traffic in
accordance  with the  terms of a valid  tariff  filed  by the  Company  with the
Federal Communications Commission ("FCC").

In its  February  1999  ruling on the topic of  inter-carrier  compensation  for
ISP-bound  calls,  the FCC held that the ISP-bound  traffic was  interstate  and
under the FCC's regulatory jurisdiction. The FCC held that there was no specific
federal rule governing  inter-carrier  compensation  for such traffic.  For that
reason,  it concluded that states are free to impose a compensation  requirement
in the context of interconnection disputes arising under Sections 251 and 252 of
the  Communications  Act  of  1934,  as  amended.   To  date,  the  Puerto  Rico
Telecommunications   Board,  which  has  jurisdiction  over   telecommunications
services in Puerto Rico,  has not set a compensation  requirement  for ISP-bound
calls.

                                       9
<PAGE>

The  Company  filed FCC  tariff  No. 2 on April 1, 1999,  which  establishes  an
interstate charge applicable to all interstate service. FCC tariffs are presumed
valid unless challenged and held invalid by the FCC.

Note 6.  Subsequent Events

On December 28, 1999, the Company announced that the Board of Directors declared
a three-for-one  stock split of all outstanding  shares of class A common stock.
The shares will be  distributed  on or about  January 20, 2000 to all holders of
record on January 10, 2000. In connection with the stock split, the Company will
be increasing its authorized shares of common stock to 150,000,000 shares.

In December 1999, the Company entered into a definitive agreement to acquire the
wireless telephone system serving the Kokomo,  Indiana Metropolitan  Statistical
Area #271.  The Kokomo market  represents  approximately  100,000 net pops.  The
Company  has agreed to a purchase  price of  approximately  $25,000,  subject to
adjustment.  The  obligation of the Company to consummate  this  transaction  is
subject  to  certain  closing  conditions,  including  the  relevant  regulatory
approvals.  The Company anticipates closing this acquistion in the first quarter
of calendar year 2000.

In January  2000,  the Company  entered  into a letter of intent to purchase the
assets of cable television systems serving Aguadilla,  Mayaguez,  San German and
surrounding  communities in Puerto Rico from Pegasus Communications  Corporation
for  $170,000.  The  transaction  is subject to numerous  conditions,  including
regulatory approvals,  completion of customary due-diligence and the negotiation
and execution of a definitive purchase agreement.

Note 7.  Segment Information

The Company  adopted SFAS No. 131  "Disclosures  about Segments of an Enterprise
and  Related  Information"  during  fiscal  1999.  The  Company's   consolidated
financial statements include two distinct business segments: Domestic and Puerto
Rico.  The Company  determines its segments  based on geographic  location.  The
Company  measures the  operating  performance  of each segment  based on EBITDA.
EBITDA is defined as earnings  before income from minority  cellular  investment
interests,  allocations  to minority  interests  in  consolidated  subsidiaries,
interest expense,  interest income, income taxes, depreciation and amortization,
gain on disposition of assets and other non-recurring charges.

                                       10

<PAGE>

Information about the Company's  operations in its two business segments for the
six months ended November 30, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>

                                                        Domestic         Puerto Rico        Eliminations              Consolidated
                                                     --------------- ------------------ -------------------- ----- -----------------

<S>                                                    <C>                 <C>                  <C>                 <C>
Six months ended November 30, 1999
----------------------------------------------------
Total revenues                                          $146,747            $94,055              $     -                 $240,802
EBITDA                                                    76,886             41,066                    -                  117,952
Total assets                                             851,605            269,865            (118,295)   (a)          1,003,175
Capital expenditures                                      26,576             49,795                    -                   76,371


Six months ended November 30, 1998
----------------------------------------------------
Total revenues                                          $112,836           $ 51,762              $     -                 $164,598
EBITDA                                                    60,266             21,304                    -                   81,570
Total assets                                             722,409            221,735             (94,300)   (a)            849,844
Capital expenditures                                      18,150             30,615                    -                   48,765

(a)      Elimination of intercompany investments
</TABLE>


Reconciliation of Income before Income Tax Expense and Minority Interest
<TABLE>
<CAPTION>

                                                                Six months ended November 30,
                                                                   1999             1998
                                                               -------------- -----------------
<S>                                                             <C>                 <C>
EBITDA for reportable segments                                   $ 117,952        $  81,570
Interest Expense (net)                                             (72,429)         (21,940)
Depreciation and Amortization                                      (38,639)         (64,543)
Income from Equity Investments                                       7,340            7,490
Gain on disposition of assets                                            -            9,611
                                                               -------------- -----------------
Income before Income Tax Expense and Minority Interest
                                                                 $  14,224        $  12,188
                                                                 =========        =========
</TABLE>


                               11

<PAGE>

Note 8. Consolidating Financial Data

     Centennial  Cellular Operating Co. LLC is a wholly-owned  subsidiary of the
     Company  and is a  joint  and  several  co-issuer  on the  $370,000  senior
     subordinated notes issued by the Company. Separate financial statements and
     other disclosures  concerning Centennial Cellular Operating Co. LLC are not
     presented because they are not material to investors.


                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                             As of November 30, 1999
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                                                      Centennial
                                                           Centennial          Centennial                              Cellular
                                                       Cellular Operating       Cellular                              Corp. and
                                                            Co. LLC               Corp.          Eliminations        Subsidiaries
                                                       -------------------     ------------     ---------------     ---------------

<S>                                                         <C>                    <C>                <C>              <C>
ASSETS
Current assets:
            Cash and cash equivalents                        $     12,700           $    -             $     -           $  12,700
            Restricted investments                                 39,370                -                   -              39,370
            Accounts receivable - net                              58,281                -                   -              58,281
            Inventory - phones and accessories - net                8,924                -                   -               8,924
            Prepaid expenses and other current assets               1,778                -                   -               1,778
                                                            -------------       ----------          ----------          ----------
                 Total current assets                             121,053                -                   -             121,053

Property, plant & equipment - net                                 330,860                -                   -             330,860

Equity investments - cell systems                                  76,214                -                   -              76,214

Debt issuance costs - net                                          55,046                -                   -              55,046

Cellular telephone licenses - net                                 228,216                -                   -             228,216

Personal communications services licenses - net                    58,081                -                   -              58,081

Goodwill  - net                                                   118,836                -                   -             118,836

Intercompany                                                           83                -                 (83)                  -

Other assets - net                                               (165,131)         180,000                   -              14,869
                                                            -------------       ----------          ----------         -----------

            Total                                            $    823,258         $180,000           $     (83)        $ 1,003,175
                                                            =============       ==========          ==========         ===========
</TABLE>

                                       12

<PAGE>

                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                             As of November 30, 1999
                             (Amounts in thousands)


Note 8 - Continued

<TABLE>
<CAPTION>


                                                                                                                     Centennial
                                                       Centennial             Centennial                              Cellular
                                                   Cellular Operating          Cellular                              Corp. and
                                                        Co. LLC                 Corp.           Eliminations        Subsidiaries
                                                 ---------------------     ---------------     --------------    -----------------

<S>                                                       <C>                    <C>                  <C>              <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY
Current liabilities:
      Current Portion of long term debt                    $    4,500              $    -              $   -            $   4,500
      Accounts payable                                         12,025                   -                                  12,025
      Accrued expenses and other
          current liabilities                                  93,762                   -                  -               93,762
      Payable to affiliates                                       125                   -                  -                  125
                                                 ---------------------     ---------------     --------------    -----------------

      Total current liabilities                               110,412                   -                  -              110,412


Long-term debt                                              1,308,707             168,806                  -            1,477,513

Intercompany                                                        -                  83               (83)                    -

 Common stockholders' equity (deficit):
      Class A Common stock                                        297                  16                  -                  313
      Common stock issuable                                     1,530                   -                  -                1,530
      Additional paid-in capital                              400,964              22,484                  -              423,448
      Accumulated deficit                                    (997,470)            (11,389)                 -           (1,008,859)
                                                  ---------------------     ---------------     --------------    -----------------

                                                             (594,679)             11,111                  -             (583,568)

      Less: treasury shares                                    (1,077)                  -                  -               (1,077)
      Deferred Compensation                                      (105)                  -                  -                 (105)
                                                  ---------------------     ---------------     --------------    -----------------

      Total common stockholders' equity (deficit)            (595,861)             11,111                  -             (584,750)
                                                  ---------------------     ---------------     --------------    -----------------

      Total                                               $   823,258           $ 180,000            $   (83)         $ 1,003,175
                                                  =====================     ===============     ==============    =================

</TABLE>

                                       13

<PAGE>
              CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999
                             (Amounts in thousands)
<TABLE>
<CAPTION>

Note 8 - Continued
                                                                                                               Centennial
                                                                     Centennial           Centennial            Cellular
                                                                 Cellular Operating        Cellular            Corp. and
                                                                       Co. LLC               Corp.            Subsidiaries
                                                                ----------------------  ----------------  ---------------------


<S>                                                                     <C>                    <C>               <C>
Revenue                                                                 $     240,802          $      -          $     240,802
                                                                ----------------------  ----------------  ---------------------

Costs and expenses:
          Cost of equipment sold                                               14,964                 -                 14,964
          Cost of services                                                     30,416                 -                 30,416
          Sales and Marketing                                                  36,998                 -                 36,998
          General & Administrative                                             40,472                 -                 40,472
          Depreciation and amortization                                        38,639                 -                 38,639
                                                                ----------------------  ----------------  ---------------------
                                                                              161,489                 -                161,489
                                                                ----------------------  ----------------  ---------------------

Operating income                                                               79,313                 -                 79,313
                                                                ----------------------  ----------------  ---------------------

Income from equity investments                                                  7,340                 -                  7,340
Gain on disposition of assets                                                       -                 -                      -
Interest expense - net                                                        (61,040)          (11,389)               (72,429)
                                                                ----------------------  ----------------  ---------------------

Income (loss) before income tax expense and minority interest                  25,613           (11,389)                14,224

Income tax expense                                                             (1,556)                -                 (1,556)
                                                                ----------------------  ----------------  ---------------------

Income (loss) before minority interest                                         24,057           (11,389)                12,668

Minority interest in loss
          of subsidiaries                                                          60                 -                     60
                                                                ----------------------  ----------------  ---------------------

Net Income (Loss)                                                       $      24,117        $  (11,389)         $      12,728
                                                                ======================  ================  =====================

</TABLE>

                                       14

<PAGE>
Note 8 - Continued


              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Six Months Ended November 30, 1999
                             (Amounts in thousands)

Note 8 - Continued
<TABLE>
<CAPTION>
                                                                                                                         Centennial
                                                                        Centennial        Centennial                     Cellular
                                                                    Cellular Operating     Cellular                     Corp. and
                                                                          Co. LLC            Corp.     Eliminations    Subsidiaries
                                                                     -----------------   -----------   ------------   -------------
           OPERATING ACTIVITIES:


           <S>                                                       <C>                 <C>         <C>            <C>
             Cash received from subscribers and others              $          244,421   $         -  $           -  $      244,421
                                                                     -----------------    ----------   ------------   -------------
             Cash paid to suppliers, employees and
              governmental agencies                                           (136,706)            -              -        (136,706)
             Interest paid                                                     (60,279)      (18,579)             -         (78,858)
                                                                     ------------------   ----------   ------------   -------------

              NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES               47,436       (18,579)             -          28,857
                                                                     ------------------   ----------   ------------   -------------

           INVESTING ACTIVITIES:

             Proceeds from disposition of assets                                    22             -              -              22
             Capital expenditures                                              (76,371)            -              -         (76,371)
             Acquisitions, net of cash acquired                                (32,820)            -              -         (32,820)
             Distributions received from equity investments                      5,047             -              -           5,047
             Purchase of restricted securities                                 (19,998)            -              -         (19,998)
             Proceeds from maturity of restricted securities                    39,996             -              -          39,996
                                                                     ------------------   ----------   ------------   -------------

              NET CASH USED IN INVESTING ACTIVITIES                            (84,124)            -              -         (84,124)
                                                                     ------------------   ----------   ------------   -------------

           FINANCING ACTIVITIES:

             Proceeds from the issuance of long-term debt                       10,100         9,243              -          19,343
             Repayment of long-term debt                                        (2,250)            -              -          (2,250)
             Debt issuance costs paid                                             (267)            -              -            (267)
             Cash advances from subsidiaries (to parent)                        (9,336)        9,336              -               -
                                                                     ------------------   ----------   ------------   -------------


              NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES               (1,753)       18,579              -          16,826
                                                                     ------------------   ----------   ------------   -------------

           NET DECREASE IN CASH AND CASH EQUIVALENTS                           (38,441)            -              -         (38,441)

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

           CASH AND CASH EQUIVALENTS, END OF PERIOD                $            12,700   $         - $            -  $       12,700
                                                                     ==================   ==========   ============   =============

</TABLE>

                                       15

<PAGE>

Note 8 - Continued

              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Six Months Ended November 30, 1999
                                   (CONTINUED)
                             (Amounts in thousands)


<TABLE>
<CAPTION>
                                                                                                                         Centennial
                                                                          Centennial       Centennial                     Cellular
                                                                      Cellular Operating    Cellular                     Corp. and
                                                                            Co. LLC           Corp.     Eliminations    Subsidiaries
                                                                       ----------------    ---------    ------------    ------------
           <S>                                                       <C>                 <C>          <C>            <C>
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
            PROVIDED BY (USED IN) OPERATING ACTIVITIES:

            Net income (loss)                                         $          24,117   $  (11,389)  $          -   $      12,728
                                                                       ----------------    ---------    -----------    ------------

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

            Depreciation and amortization                                        37,514        1,125              -          38,639
            Minority interest in loss of subsidiaries                               (60)           -              -             (60)
            Deferred income taxes                                                  (624)           -              -            (624)
            Equity in undistributed earnings of investee companies               (7,340)           -              -          (7,340)
            Gain on disposition of assets                                             -            -              -               -
            Other                                                                 3,539            -              -           3,539
            Change in assets and liabilities net of effects of
             acquisitions:
                Accounts receivable - (increase)                                (10,535)           -              -         (10,535)
                Prepaid expenses and other current assets -
                   (increase)                                                    (2,574)           -              -          (2,574)
                Accounts payable, accrued expenses and
                   other current liabilities- increase (decrease)                 2,791       (8,315)             -          (5,524)
                Customer deposits and prepayments -
                   increase                                                         608            -              -             608
                                                                        ---------------     --------    -----------    ------------

            Total adjustments                                                    23,319       (7,190)             -          16,129
                                                                        ---------------     --------    -----------    ------------

           Net cash provided by (used in) operating activities       $           47,436    $ (18,579)  $          -   $      28,857
                                                                        ===============     =========   ===========    ============

</TABLE>

                                       16

<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, 1999, 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 and share data)

Overview

The  Company's  results for the three  months  ended  November  30, 1999 reflect
strong growth in the subscriber base in both the Company's  Domestic  Operations
and Puerto Rico Operations.  The Company's wireless  subscribers at November 30,
1999 were 525,100 as compared to 384,600 at November  30,  1998,  an increase of
37%. The Company  reported net income of $7,049 and $12,728 during the three and
six months ended November 30, 1999, respectively, as compared to $688 and $6,343
during the three and six months  ended  November  30,  1998,  respectively.  The
Company reported earnings per common share of $0.22 per diluted share during the
three months ended  November 30, 1999, as compared to a loss per common share of
$(0.06) for the three months ended November 30, 1998.  Earnings per common share
for the six months  ended  November  30,  1999 was $0.39 per diluted  share,  as
compared to a loss per common share of $(0.03) for the six months ended November
30, 1998. The table below summarizes results of operations for each period:

<TABLE>
<CAPTION>
                                      Three Months Ended         %           Six Months Ended            %
                                    11/30/99     11/30/98     Change        11/30/99    11/30/98      Change
                                  -----------   ----------   --------      ----------  ----------    --------
<S>                               <C>          <C>             <C>        <C>         <C>             <C>
EBITDA (1)                         $  60,026    $  42,935        40%       $ 117,952   $  81,570        45%
Operating income                   $  40,371    $  10,196       296%       $  79,313   $  17,027       366%
Net income                         $   7,049    $     688       925%       $  12,728   $   6,343       101%
Earnings per common share-
     Basic                             $0.23       $(0.06)       N/A           $0.41      $(0.03)       N/A
     Diluted                           $0.22       $(0.06)       N/A           $0.39      $(0.03)       N/A
</TABLE>


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

                                       17

<PAGE>

Domestic Operations

<TABLE>
<CAPTION>
Revenue
                           Three Months Ended       %           Six Months Ended            %
                         11/30/99     11/30/98    Change     11/30/99      11/30/98     Change
                        ----------   ----------  --------   -----------  -----------   --------
<S>                     <C>          <C>          <C>       <C>           <C>           <C>
Service revenue          $ 70,483     $ 57,947       22%     $ 139,892    $ 110,911       26%
Equipment sales             3,745          987      279%         6,855        1,925      256%
                        ----------   ----------             -----------  -----------
Total revenue            $ 74,228     $ 58,934       26%     $ 146,747    $ 112,836       30%
                        ==========   ==========             ===========  ===========
</TABLE>

Total Domestic service revenue, excluding roaming usage, increased $4,504 or 12%
to $41,889 in the second quarter and increased $10,248 or 14% to $83,280 for the
six months ended  November  30, 1999,  as compared to the same periods in fiscal
1999.  These  increases  were  primarily  due to an increase in  subscribers  of
$10,157 and  $19,582,  for the three and six months  ended  November  30,  1999,
respectively, partially offset by a decrease in retail revenue per subscriber of
$5,651 and $9,334,  for the same  periods.  The  decrease in retail  revenue per
subscriber  was  primarily  due to the rollout of digital  plans that  include a
larger amount of plan minutes as compared to analog rate plans.  Domestic roamer
usage  increased to $28,594 or 39% over roamer revenues of $20,562 for the three
months  ended  November 30,  1998,  and  increased to $56,612 or 49% over roamer
revenues of $37,879 for the six months ended November 30, 1998.  These increases
were  primarily due to increases in usage of $17,908 and $30,814,  for the three
and six months  ended  November 30, 1999,  respectively,  partially  offset by a
decrease in the rate per minute of $9,878 and $12,081 for the same periods.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was due to a larger number of telephone  and  accessory  units sold
during the current year and the introduction of digital phones,  which sell at a
higher price than analog phones.

Domestic had approximately  363,300 and 285,900 subscribers at November 30, 1999
and 1998, respectively. Increases from new activations of 165,500 were offset by
subscriber  cancellations  of  88,100.  The  cancellations  experienced  by  the
Domestic  Operations  are  primarily  the  result  of  competitive  factors  and
non-payment.

Domestic  revenue  per  subscriber  per month,  based upon an average  number of
subscribers,  was $70 and $71 for the three and six months  ended  November  30,
1999,  respectively,  as  compared  to $70 and $69 for the three  months and six
months ended November 30, 1998, respectively.  The Company expects that Domestic
revenue per subscriber will be impacted by competition and lower  reciprocal per
minute roaming rates with other wireless carriers.

                                       18

<PAGE>

Costs and expenses
<TABLE>
<CAPTION>

                                          Three Months Ended         %            Six Months Ended          %
                                        11/30/99     11/30/98     Change        11/30/99     11/30/98     Change
                                       ----------   ----------   --------      ----------   ----------   --------
<S>                                    <C>          <C>           <C>        <C>           <C>            <C>
Cost of equipment sold                  $  6,743     $  4,322       56%         $ 12,298     $  8,203       50%
Cost of services                        $  7,773     $  6,386       22%         $ 14,992     $ 12,490       20%
Sales and marketing                     $ 11,679     $  7,642       53%         $ 21,959     $ 13,690       60%
General and administrative              $  9,897     $  9,430        5%         $ 20,612     $ 18,187       13%

EBITDA                                  $ 38,136     $ 31,154       22%         $ 76,886     $ 60,266       28%
Depreciation and amortization              8,388       20,744      (60%)          16,361       41,499      (61%)
                                       ----------   ----------                 ----------   ----------
Operating income                        $ 29,748     $ 10,410      186%         $ 60,525     $ 18,767      223%
                                       ==========   ==========                 ==========   ==========

</TABLE>


Cost of equipment sold increased  during the three and six months ended November
30, 1999, primarily due to an increase in the number of telephone units sold and
higher costs associated with digital phones.

Cost of services  increased  during the three and six months ended  November 30,
1999,  primarily due to the variable costs  associated with a larger revenue and
subscription  base and increased  wireless  coverage  areas  resulting  from the
continued expansion of the Domestic network.

Sales and  marketing  expenses  increased  during the three and six months ended
November 30, 1999,  primarily due to the increase in gross subscriber  additions
of 48,100  and  90,700 for the three and six months  ended  November  30,  1999,
respectively, from 32,300 and 61,900 in the comparable periods in fiscal 1999.

General and  administrative  expenses  increased during the three and six months
ended  November  30,  1999,  primarily  due to  increased  costs to support  the
expanding subscriber base.

EBITDA for the Domestic  Operations  for the three and six months ended November
30, 1999 was $38,136 and $76,886, respectively, an increase of $6,982 or 22% and
$16,620  or 28%  over  the  three  and  six  months  ended  November  30,  1998,
respectively.

The Company anticipates  continued increases in the cost of services,  sales and
marketing and general and administrative  expenses as the growth of its Domestic
Operations continues.

Depreciation  and  amortization  for the three and six months ended November 30,
1999 was  $8,388 and  $16,361,  respectively,  a decrease  of $12,356 or 60% and
$25,138  or 61%  over  the  three  and  six  months  ended  November  30,  1998,
respectively.  The  decrease  was  the  result  of the  effect  of  the  Company
prospectively  changing  the  amortization  period  for its  cellular  telephone
licenses and the difference  between the cost of its equity  investments and the
underlying  book  value  of such  investments  from ten  years  to  forty  years
effective March 1, 1999. The Company changed such amortization periods to better
reflect the period over which the economic benefits of the cellular licenses and
equity  investments  are expected to be realized.  The effect of such changes in
amortization  periods was a  reduction  in  amortization  expense of $11,427 and
$23,318 for the three and six months ended November 30, 1999, respectively.  The

                                       19

<PAGE>


effect of this change in  amortization  periods  (net of the related tax effect)
was to increase  earnings per  share-basic  by $0.33 and $0.67 for the three and
six months ended November 30, 1999,  respectively,  and to increase earnings per
share-diluted by $0.32 and $0.64 for the three and six months ended November 30,
1999,  respectively.  Prior  to the  change  in  amortization  periods,  certain
cellular  licenses  became fully  amortized  during the year ended May 31, 1999,
which also contributed to the decrease in depreciation and amortization.

Operating  income  for the three and six  months  ended  November  30,  1999 was
$29,748 and $60,525,  respectively,  an increase of $19,338 and $41,758 from the
operating  income of $10,410  and  $18,767  for the three and six  months  ended
November 30, 1998, respectively.

Puerto Rico Operations

Revenue
<TABLE>
<CAPTION>


                           Three Months Ended          %          Six Months Ended          %
                          11/30/99     11/30/98      Change      11/30/99     11/30/98     Change
                         ----------   ----------    --------    ----------   ----------   --------
<S>                      <C>          <C>            <C>        <C>           <C>         <C>
Service revenue          $  48,092     $ 27,534        75%      $  91,638    $  50,761       81%
Equipment sales              1,210          684        77%          2,417        1,001      141%
                         ----------   ----------                ----------   ----------
Total revenue            $  49,302     $ 28,218        75%      $  94,055    $  51,762       82%
                         ==========   ==========                ==========   ==========

</TABLE>

Total PCS Wireless service revenue increased $14,472,  or 60% and $30,192 or 68%
for the three and six months ended November 30, 1999,  respectively,  to $38,432
and  $74,520  for  the  same  periods.  These  increases  reflect  PCS  Wireless
subscriber  growth of $16,018  and  $32,617  for the three and six months  ended
November 30, 1999, respectively, partially offset by lower subscriber pricing of
$1,546 and $2,425 for the same  periods.  Total  Wireline  revenue  increased by
$6,086  and  $10,685 to $9,660 and  $17,118  for the three and six months  ended
November 30, 1999, respectively.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was  primarily due to increased  phone sales to pre-paid  customers
during the current year.

PCS Wireless  subscribers at November 30, 1999 were  approximately  161,800,  an
increase of 64% from the 98,700 subscribers at November 30, 1998. Increases from
new  activations of 116,300 were offset by subscriber  cancellations  of 53,200.
The  cancellations  experienced by the Puerto Rico  Operations are primarily the
result of competitive factors and non-payment.

PCS Wireless  revenue per subscriber per month,  based upon an average number of
subscribers,  was $87 and $88 for the three and six months  ended  November  30,
1999,  respectively,  as  compared  to $90 and $89 for the three  months and six
months  ended  November  30, 1998,  respectively.  The Company  expects that PCS
Wireless revenue per subscriber will be impacted by competition.

                                       20

<PAGE>


Costs and expenses
<TABLE>
<CAPTION>

                                       Three Months Ended        %            Six Months Ended          %
                                    11/30/99     11/30/98     Change        11/30/99     11/30/98     Change
                                   ----------   ----------   --------      ----------   ----------   --------
<S>                                    <C>      <C>          <C>         <C>          <C>               <C>
Cost of equipment sold             $     622    $     607       2%         $   2,666    $   1,259       112%
Cost of services                   $   6,938    $   5,356      30%         $  15,424    $   9,634        60%
Sales and marketing                $   7,545    $   5,215      45%         $  15,039    $  10,198        47%
General and administrative         $  12,307    $   5,259     134%         $  19,860    $   9,367       112%

EBITDA                             $  21,890    $  11,781      86%         $  41,066    $  21,304        93%
Depreciation and amortization         11,267       11,995      (6%)           22,278       23,044        (3%)
                                   ----------   ----------   --------      ----------   ----------   --------
Operating income                   $  10,623    $    (214)     N/A         $  18,788    $  (1,740)       N/A
                                   ==========   ==========   ========      ==========   ==========   ========

</TABLE>

Cost of equipment sold increased  during the six months ended November 30, 1999,
primarily due to an increase in sales of handsets to new prepaid subscribers and
increased sales of accessories.

Cost of services  increased  during the three and six months ended  November 30,
1999,  primarily due to the variable costs  associated with a larger revenue and
subscription  base and increased  wireless  coverage  areas  resulting  from the
continued expansion of the Puerto Rico Operation's network.

Sales and  marketing  expenses  increased  during the three and six months ended
November 30, 1999,  primarily due to the increase in gross subscriber  additions
as well as the hiring of additional sales force.

General and  administrative  expenses  increased during the three and six months
ended  November  30, 1999,  primarily  due to increases in reserves for Internet
Service  Provider  revenue  ("ISP")  related to a dispute  with the Puerto  Rico
Telephone  Company  ("PRTC")  over  amounts  owed by PRTC for ISP  traffic  that
terminated on Centennial's network (see Reciprocal Compensation below).

EBITDA  for the  Puerto  Rico  Operations  for the  three and six  months  ended
November 30, 1999 was $21,890 and $41,066,  respectively, an increase of $10,109
or 86% and $19,762 or 93% over the three and six months ended November 30, 1998,
respectively.

The Company anticipates  continued increases in the cost of services,  sales and
marketing  and general and  administrative  expenses as the growth of its Puerto
Rico  Operations   continues.   In  addition,   the  Company  expects  that  its
participation  in  the  Puerto  Rico  wireline  business  will  contribute  to a
continued increase in the level of expenses.

Depreciation  and  amortization  for the three and six months ended November 30,
1999 was $11,267 and $22,278, respectively, a decrease of $728 or 6% and $766 or
3% over the three and six months ended  November 30, 1998,  respectively.  These
decreases result from PCS phones becoming fully depreciated.  This was partially
offset by depreciation  related to capital  expenditures made during fiscal 2000
and 1999 in connection with the development and network  expansion of the Puerto
Rico Operation's  wireless  telephone  systems and the purchase of PCS phones in
Puerto Rico.

                                       21

<PAGE>

Operating  income  for the three and six  months  ended  November  30,  1999 was
$10,623 and $18,788,  respectively,  an increase of $10,837 and $20,528 from the
losses of $214 and $1,740 for the three and six months ended November 30, 1998.

Consolidated

Other non-operating expenses

The gain on disposition of assets during the three and six months ended November
30,  1998 is  primarily  the  result  of the  Company's  sale of its  investment
interest in the wireless telephone system serving the Coconino, Arizona RSA.

Net interest  expense was $36,495 and $72,429 for the three and six months ended
November 30, 1999,  respectively,  an increase of $25,686 or 238% and $50,489 or
230% from the three and six months ended November 30, 1998. Gross interest costs
for the three and six months  ended  November 30, 1999 were $37,289 and $74,849,
respectively  as  compared  to $11,358  and $22,837 for the three and six months
ended November 30, 1998. The increases in interest  expense reflects an increase
in total debt of $975,013 from November 30, 1998. On January 7, 1999 the Company
utilized  a portion  of these  additional  borrowings  to repay  existing  debt,
including the early  extinguishment of 99.5% of its Senior Notes due in 2001 and
2004. The increase in long-term debt is also the result of additional borrowings
related  to the  recapitalization  of the  Company,  working  capital  needs and
capital expenditures related to the expansion of the Puerto Rico Operation's PCS
network  infrastructure,  the expansion of the wireline network and the purchase
of PCS telephones.  The average debt outstanding during the three and six months
ended November 30, 1999 was $1,479,709 and $1,474,548,  respectively,  increases
of $974,445  and  $971,111 as compared to the average debt level of $505,264 and
$503,437  during the three and six months ended November 30, 1998. The Company's
weighted  average  interest rate  increased to 10.1% and 10.2% for the three and
six  months  ended  November  30,  1999 from 9.0% and 9.1% for the three and six
months ended November 30, 1998.

After loss attributable to minority  interests in subsidiaries for the three and
six months  ended  November  30,  1999,  pretax  income was $7,749 and  $14,284,
respectively,  as compared to pretax  income of $3,516 and $12,179 for the three
and six months  ended  November  30,  1998.  The income tax expense was $700 and
$1,556 for the three and six months ended  November 30, 1999,  respectively,  as
compared to income tax expense of $2,828 and $5,836 for the three and six months
ended November 30, 1998.

These factors resulted in net income of $7,049 and $12,728 for the three and six
months ended November 30, 1999, which represents  increases of $6,361 and $6,385
from the net income for the three and six months ended November 30, 1998.

                                       22
<PAGE>


Reciprocal compensation

On November 2, 1999,  the PRTC notified the Company that they disputed  invoices
for ISP  termination  traffic  going back to April 1, 1999.  It is the Company's
position that it has rightfully invoiced PRTC for the termination of ISP traffic
in  accordance  with the terms of a valid  tariff  filed by the Company with the
Federal Communications Commission ("FCC").

In its  February  1999  ruling on the topic of  inter-carrier  compensation  for
ISP-bound  calls,  the FCC held that the ISP-bound  traffic was  interstate  and
under the FCC's regulatory jurisdiction. The FCC held that there was no specific
federal rule governing  inter-carrier  compensation  for such traffic.  For that
reason,  it concluded that states are free to impose a compensation  requirement
in the context of interconnection disputes arising under Sections 251 and 252 of
the  Communications  Act  of  1934,  as  amended.   To  date,  the  Puerto  Rico
Telecommunications   Board,  which  has  jurisdiction  over   telecommunications
services in Puerto Rico,  has not set a compensation  requirement  for ISP-bound
calls.

The  Company  filed FCC  tariff  No. 2 on April 1, 1999,  which  establishes  an
interstate charge applicable to all interstate service. FCC tariffs are presumed
valid unless challenged and held invalid by the FCC.

Liquidity and Capital Resources

For the six months ended November 30, 1999,  earnings  exceeded fixed charges by
$10,435.  Fixed charges consist of interest expense,  including  amortization of
debt  issuance  costs and the  portion  of rents  deemed  representative  of the
interest portion of leases.  The amount by which earnings exceeded fixed charges
reflects non-cash charges of $38,639 relating to depreciation and amortization.

As of  November  30,  1999,  the Company had  $330,860  of  property,  plant and
equipment  (net)  placed in service.  During the six months  ended  November 30,
1999,  the  Company  made  capital  expenditures  of $76,371,  to  continue  the
expansion  of its Puerto  Rico  systems and its  Domestic  systems to expand the
coverage  areas of  existing  properties  and to upgrade its cell sites and call
switching  equipment.  Capital  expenditures for the Puerto Rico Operations were
$49,795 for the six months  ended  November 30,  1999,  representing  65% of the
Company's  total  capital  expenditures.  The Puerto  Rico  Operation's  capital
expenditures  included  $39,509 to add capacity and services and to continue the
expansion of the  Company's PCS network  infrastructure  and $10,286 to purchase
telephone  units  which  remain  the  property  of the  Company  while in use by
subscribers. The Company's future commitments for property and equipment include
the addition of cell sites to expand  coverage and  enhancements to the existing
infrastructure  of its  wireless  telephone  systems.  Through the  remainder of
fiscal year 2000, the Company anticipates  capital  expenditures in its Domestic
systems of approximately  $8,400. The Company currently  estimates that the cost
to continue the expansion of its Puerto Rico network infrastructure and purchase
telephone  units through  fiscal 2000 year-end  will be  approximately  $45,200.
Amounts required to finance the Company's  capital  expenditures are expected to
come  primarily  from cash flow  generated  from  operations  with the remainder
coming from borrowings under the Company's  existing  revolving credit facility.
The Company may seek various sources of external  financing  including,  but not
limited to, bank financing,  joint ventures,  partnerships and placement of debt
or equity securities of the Company.

                                       23

<PAGE>


In order to meet its obligations  with respect to its operating  needs,  capital
expenditures,  and debt service  obligations,  it is important  that the Company
continue to improve operating cash flow.  Increases in revenue will be dependent
upon continuing  growth in the number of subscribers and maximizing  revenue per
subscriber.  The  Company  has  continued  the  development  of its  managerial,
administrative  and marketing  functions,  and is continuing the construction of
wireless  systems in its  existing  and  recently  acquired  markets in order to
achieve these  objectives.  There is no assurance  that growth in subscribers or
revenue will occur. In addition, the Company's  participation in the Puerto Rico
telecommunications business has been, and is expected to continue to be, capital
intensive.

The following table sets forth (in thousands),  for the periods  indicated,  the
Company's net cash provided by operating  activities  before  interest  payments
(net cash  provided),  the  Company's  principal  uses of such cash and the cash
(required from) available for financing and investing activities:

<TABLE>
<CAPTION>

                                                            Six Months Ended November 30,
                                                            -----------------------------
                                                          1999                       1998
                                                          ----                       ----
                                                                % of net                  % of net
                                                                  cash                      cash
                                                   Amount       provided       Amount     provided
                                                  --------     ----------     --------   ----------

<S>                                              <C>                <C>      <C>            <C>
Net cash provided by operating activities        $  28,857          27%      $  56,265        72%
Interest paid                                       78,858          73%         21,688        28%
                                                 ---------         ----      ---------       ----
Net cash provided                                $ 107,715         100%      $  77,953       100%
                                                 =========         ====      =========       ====

Principal uses of cash
Interest paid                                    $  78,858          73%      $  21,688        28%
Property, plant & equipment                         76,371          71%         48,765        62%
                                                 ---------         ----      ---------       ----
Total                                            $ 155,229         144%      $  70,453        90%
                                                 =========         ====      =========       ====

Cash (required from)  available for other
     financing and investing activities          $ (47,514)        (44)%     $   7,500        10%
                                                 =========         ====      =========       ====
</TABLE>


Net cash provided by operating  activities for the six months ended November 30,
1999 was not sufficient to fund the Company's  expenditures for property,  plant
and equipment of $76,371.

                                       24

<PAGE>

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

<TABLE>
<CAPTION>


                                                        Six Months Ended November 30,
                                                        -----------------------------
                                                            1999            1998
                                                            ----            ----
<S>                                                        <C>          <C>
Proceeds from disposition of assets                       $     22        $    438
Proceeds from issuance of class A common stock                   -              10
Proceeds from issuance of long-term debt                    19,343           7,000
Proceeds from maturity of restricted securities             19,998               -

Disposition of equity investment                                 -          10,500
Distributions received from equity investments-net           5,047           6,638
                                                          --------        --------
Cash available                                              44,410          24,586
                                                          --------        --------

Acquisition of other assets                                      -          (2,200)
Repayment of long-term debt                                 (2,250)        (10,000)
Debt issuance costs paid                                      (267)              -
Recapitalization costs paid                                      -          (1,990)
Acquisition, net of cash acquired                          (32,820)              -
                                                          --------        --------
Cash available for operations and capital expenditures    $  9,073        $ 10,396
                                                          ========        ========
</TABLE>


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

Acquisitions, Exchanges and Dispositions

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

In November 1999, the Company acquired the wireless telephone system serving the
Allegan,  Michigan RSA. The Allegan market represents  approximately 100,000 net
pops.  The total  purchase  price was  approximately  $35,000 in cash and stock,
subject to adjustment.

                                       25

<PAGE>


In December 1999, the Company entered into a definitive agreement to acquire the
wireless telephone system serving the Kokomo,  Indiana Metropolitan  Statistical
Area #271.  The Kokomo market  represents  approximately  100,000 net pops.  The
Company  has agreed to a purchase  price of  approximately  $25,000,  subject to
adjustment.  The  obligation of the Company to consummate  this  transaction  is
subject  to  certain  closing  conditions,  including  the  relevant  regulatory
approvals. The Company anticipates closing this acquisition in the first quarter
of calendar year 2000.

In January  2000,  the Company  entered  into a letter of intent to purchase the
assets of cable television systems serving Aguadilla,  Mayaguez,  San German and
surrounding  communities in Puerto Rico from Pegasus Communications  Corporation
for  $170,000.  The  transaction  is subject to numerous  conditions,  including
regulatory approvals,  completion of customary due-diligence and the negotiation
and execution of a definitive purchase agreement.

Commitments and Contingencies

Year 2000 Update

The Year  2000  issue is the  result of many  computer  programs  being  written
abbreviating  dates by using two  digits  rather  than  four  digits in the year
field. As a result, unless corrected, a computer program that has date sensitive
software  may  recognize a date using "00" in the year field as 1900 rather than
the year  2000.  This  could  result  in  system  failures  and  errors  causing
disruptions  to various  aspects of our business,  including  computer  systems,
voice and data networks and building infrastructures.

The Company's internal computer systems and software were unaffected by the date
changeover.

The Company's  customer-related computer systems and databases,  including those
managed by third parties, operated as expected.

The Company's  operations,  including  interconnection with various networks and
systems operated by third parties, also were unaffected by the date changeover.

While no Year 2000 related  disruptions have been experienced to date, there are
some  remaining  Year 2000  risks.  Based on  currently  available  information,
management  believes that Year 2000 related  disruptions or other  problems,  if
any,  will  not  have a  material  adverse  effect  on the  Company's  financial
condition or results of operations.

Stock Split

On December 28, 1999, the Company announced that the Board of Directors declared
a three-for-one  stock split of all outstanding  shares of class A common stock.
The shares will be  distributed  on or about  January 20, 2000 to all holders of
record on January 10, 2000.

                                       26

<PAGE>


New Accounting Pronouncements

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
No.  101").  This SAB sets forth  certain of the SEC  staff's  views in applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  SAB No. 101 is effective for the first fiscal quarter of the fiscal
year  beginning  after December 15, 1999. The Company plans to adopt SAB No. 101
effective June 1, 2000, and is currently assessing the impact that adoption will
have on the Company's results of operations and financial position.

The  Financial  Accounting  Standards  Board  issued  Statement of SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities" in June,  1998.
The Company will adopt SFAS No. 133 effective  June 1, 2001. The Company has not
yet  determined  the impact of the adoption of SFAS No. 133 on future results of
operations or financial condition.




                                    * * * * *
             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.
Where any such forward-looking statement includes a statement of the assumptions
or bases underlying such  forward-looking  statement,  the Company cautions that
assumed  facts  or  bases  almost  always  vary  from  actual  results,  and the
differences  between  assumed facts or bases and actual  results can be material
depending upon the circumstances.  Where, in any forward-looking  statement, the
Company  or its  management  expresses  an  expectation  or  belief as to future
results,  there can be no assurance  that the statement of expectation or belief
will result or be  achieved  or  accomplished.  The words  "believe",  "expect",
"estimate",   "anticipate",  "project"  and  similar  expressions  may  identify
forward-looking statements.

Taking into account the  foregoing,  the following  are  identified as important
factors  that  could  cause  actual  results  to differ  materially  from  those
expressed  in any  forward-looking  statement  made by,  or on  behalf  of,  the
Company:  the  Company's  net losses and  stockholders'  equity  (deficit);  the
capital  intensity of the wireless  telephone  business and the  Company's  debt
structure;   the  competitive   nature  of  the  wireless  telephone  and  other
communications  services  industries;  regulation;  changes and  developments in
technology; subscriber cancellations;  restrictive covenants and consequences of
default contained in the Company's financing arrangements; control by certain of
the  Company's   stockholders  and  anti-takeover   provisions;   the  Company's
opportunities for growth through acquisitions and investments; operating hazards
and uninsured risks; refinancing and interest rate exposure risks; potential for
changes in accounting standards; and capital calls associated with the Company's
Investment  Interests.  A more  detailed  discussion  of each  of the  foregoing
factors can be found in the Company's  Annual Report on Form 10-K for the Fiscal
Year ended May 31, 1999 under the heading "CAUTIONARY  STATEMENT FOR PURPOSES OF
THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES  LITIGATION REFORM ACT OF
1995" in Item 7 of such Form 10-K.  Other  factors may be detailed  from time to
time in the Company's filings with the SEC. The Company assumes no obligation to
update its forward-looking statements or to advise of changes in the assumptions
and factors on which they are based.

                                       27

<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  November  30,  1999 (based on
information provided by one of the Company's lending institutions):

Amounts in thousands:
<TABLE>
<CAPTION>
                                               Year ended November 30,
                                 2000       2001        2002       2003       2004     There-after   Total    Fair value
                              -------------------------------------------------------------------------------------------
<S>                          <C>         <C>         <C>        <C>         <C>        <C>          <C>       <C>
Long-term debt:
  Fixed rate                         -    $  1,388          -          -           -    $539,025    $540,413   $564,463
  Average interest rate              -       8.88%          -          -           -      10.51%      10.51%          -
  Variable rate               $  4,500    $  4,500    $49,500    $72,000     $94,500    $716,600    $941,600   $941,600
  Average interest rate (1)       6.32%      6.76%      6.90%      6.99%       7.06%       7.15%       7.11%          -
Interest rate swaps (pay
  fixed, receive variable):
  Notional amount             $350,000    $350,000   $150,000          -           -          -           -    $  9,430
  Average pay rate               5.40%       5.40%      5.38%          -           -          -           -           -
  Average receive rate           6.32%       6.76%      6.90%          -           -          -           -           -
Interest rate collar:
  Notional amount             $100,000    $100,000   $100,000   $100,000           -          -           -    $  1,580
  Cap                            7.00%       7.00%      7.00%      7.00%           -          -           -           -
  Floor                          4.45%       4.45%      4.45%      4.45%           -          -           -           -

(1) Represents the average interest rate before applicable margin

</TABLE>

                                       28
<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

         There are no material pending legal  proceedings,  other than ordinary
         routine litigation incidental to the business, to which the Company or
         any of its  subsidiaries  is a party or of which any of their property
         is the subject.

ITEM 2.  Changes in Securities and Use of Proceeds

         The  holders of in excess of  majority  of the  outstanding  shares of
         common  stock  approved  an  amendment  to the  Company's  Amended and
         Restated  Certificate  of  Incorporation  to  increase  the  number of
         authorized shares of common stock to 150,000,000.

ITEM 3.  Defaults Upon Senior Securities

         None

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

          a) The Company's  annual meeting of  shareholders  was held on October
             20, 1999.

          b) The  following  persons were elected as directors at the  Company's
             annual meeting pursuant to the following votes:

                                                      Number of Votes
                                                      ---------------
                  Directors                       For             Withheld
                  ---------                       ---             --------
                  Anthony J. de Nicola         28,173,576            8,836
                  Mark T. Gallogly             28,173,576            8,836
                  Lawrence H. Guffey           27,824,986          357,426
                  Thomas E. McInerney          28,173,576            8,836
                  Rudolph E. Rupert            28,173,576            8,836
                  Michael J. Small             28,173,576            8,836
                  J. Stephen Vanderwoude       28,173,576            8,836

           c) The shareholders  approved a proposal at the annual meeting to
              ratify the  selection  by the Board of  Directors  of  Deloitte &
              Touche LLP as independent auditors for the Company for the fiscal
              year ending May 31, 2000.  The following sets forth the number of
              votes on this proposal:

                  For                   Against                   Abstain
                  ---                   -------                   -------
               28,181,771                 278                       363


                                       29

<PAGE>


            d) The shareholders  approved a proposal at the annual meeting to
               ratify the approval and adoption by the Board of Directors of the
               Centennial  Cellular Corp. and its Subsidiaries 1999 Stock Option
               and Restricted  Stock Purchase Plan. The following sets forth the
               number of votes on this proposal:

                  For                  Against              Abstain
                  ---                  -------              -------
               27,609,436              182,102               1,044


ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Report on Form 8-K

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

a)       Exhibits

              Exhibit No.               Description

              Exhibit 27    Financial data schedule (EDGAR filing document only)


b)       Reports on Form 8-K

         Form 8-K dated November 1, 1999, relating to the Independent Auditors'
         Consent of Deloitte & Touche LLP in the  Prospectus  dated November 1,
         1999  which  is  part  of the  Company's  Registration  Statement  No.
         33-80716 on Form S-4.


                                       30

<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.




January 12, 2000



                                               CENTENNIAL CELLULAR CORP.


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



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