UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

                                       [X]
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934
                For the quarterly period ended November 30, 2001
                                       OR
                                       [ ]
               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        for the transition period from to
                         Commission file number 0-19603

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

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

                                 3349 Route 138
                                 Wall, NJ 07719
          (Address of principal executive offices, including zip code)
                                 (732) 556-2200
               (Registrants telephone number, including area code)

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

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

Common Stock - 95,334,824 outstanding shares as of January 9, 2002

<PAGE>

                                Table of Contents
--------------------------------------------------------------------------------


Part I - Financial Information...............................................1
Item 1.  Financial Statements................................................1
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations..............................................19
Item 3.  Quantitative and Qualitative Disclosures about Market Risk.........33
Part II -Other Information..................................................33
Item 1.  Legal Proceedings..................................................33
Item 2.  Changes in Securities and Use of Proceeds..........................33
Item 3.  Defaults Upon Senior Securities....................................33
Item 4.  Submission of Matters to a Vote of Security Holders................33
Item 5.  Other Information..................................................34
Item 6.  Exhibits and Reports on Form 8-K...................................34

                                       ii

<PAGE>



                         Part I - Financial Information

Item 1.       Financial Statements

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

                                                                                          November 30,
                                                                                              2001            May 31,
                                                                                          (Unaudited)          2001
                                                                                        ---------------    ------------
<S>                                                                                      <C>               <C>
Assets
Current Assets:
    Cash and cash equivalents                                                            $       9,120     $    23,345
    Accounts receivable, less allowance for doubtful accounts of
      $11,237 and $13,047, respectively                                                         88,520          72,638
    Inventory - phones and accessories, less allowance for obsolescence
      of $1,343 and $1,261, respectively                                                        26,317          21,058
    Prepaid expenses and other current assets                                                   17,706          14,792
                                                                                        ---------------    ------------
        Total Current Assets                                                                   141,663         131,833
Property, plant and equipment, net                                                             712,982         634,537
Equity investments in wireless systems, net                                                      2,228           1,953
Debt issuance costs, less accumulated amortization of $22,086 and $17,891, respectively         50,355          50,550
U.S. wireless licenses, less accumulated amortization of $297,724
    and $293,899, respectively                                                                 262,948         266,773
Caribbean wireless licenses, less accumulated amortization of
    $8,981 and $7,697, respectively                                                            118,777         120,061
Goodwill, less accumulated amortization of $30,964 and $26,453, respectively                   141,605         146,069
Franchise and license acquisition costs, less accumulated amortization
    of $8,686 and $4,476, respectively                                                         160,888         164,752
Other assets, net                                                                               80,336          77,747
                                                                                        ---------------    ------------
        Total Assets                                                                     $   1,671,782     $ 1,594,275
                                                                                        ===============    ============

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
    Current portion of long-term debt                                                    $      51,230     $    29,947
    Accounts payable                                                                            27,263          38,046
    Accrued expenses and other current liabilities                                             167,698         161,301
    Payable to affiliates                                                                          125             125
                                                                                        ---------------    ------------
        Total Current Liabilities                                                              246,316         229,419
Long-term debt                                                                               1,746,562       1,662,289
Deferred federal income taxes                                                                   73,796          73,554
Minority interest in subsidiaries                                                               11,520          17,431
Other liabilities                                                                               20,040           1,512
Commitments and contingencies
Common Stockholders' Equity (Deficit):
    Common stock par value $0.01 per share: 150,000,000 shares authorized;
      issued 95,394,877 and 94,930,850 shares, respectively; and outstanding
      95,324,374 and 94,860,347 shares, respectively                                               954             949
    Additional paid-in capital                                                                 435,683         432,375
    Accumulated deficit                                                                       (851,035)       (821,993)
    Accumulated other comprehensive loss                                                       (10,860)              -
                                                                                        ---------------    ------------
                                                                                              (425,258)       (388,669)
    Less: cost of 70,503 common shares in treasury                                              (1,077)         (1,077)
    Deferred compensation                                                                         (117)           (184)
                                                                                        ---------------    ------------
        Total Common Stockholders' Equity (Deficit)                                           (426,452)       (389,930)
                                                                                        ---------------    ------------
        Total Liabilities and Common Stockholders' Equity (Deficit)                      $   1,671,782     $ 1,594,275
                                                                                        ===============    ============

</TABLE>
            See notes to condensed consolidated financial statements

                                       1


<PAGE>

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

                                                                  Three Months Ended                     Six Months Ended
                                                           ----------------------------------    ----------------------------------
                                                            November 30,       November 30,       November 30,       November 30,
                                                                2001               2000               2001               2000
                                                           ---------------    ---------------    ---------------    ---------------
<S>                                                         <C>                <C>               <C>                <C>
Revenue:
    Service revenue                                         $     168,739      $     158,961     $      336,688     $      310,223
    Equipment sales                                                 4,630              6,885             10,845             13,316
                                                           ---------------    ---------------    ---------------    ---------------
                                                                  173,369            165,846            347,533            323,539
                                                           ---------------    ---------------    ---------------    ---------------

Costs and Expenses:
    Cost of equipment sold                                         13,022             10,028             25,879             19,734
    Cost of services                                               41,652             36,130             82,062             69,351
    Sales and marketing                                            27,173             22,799             53,071             44,619
    General and administrative                                     32,999             28,383             65,126             52,963
    Depreciation and amortization                                  38,097             27,192             72,375             49,738
    Gain on disposition of assets                                     (11)          (331,209)               (11)          (363,344)
                                                           ---------------    ---------------    ---------------    ---------------
                                                                  152,932           (206,677)           298,502           (126,939)
                                                           ---------------    ---------------    ---------------    ---------------

Operating income                                                   20,437            372,523             49,031            450,478
                                                           ---------------    ---------------    ---------------    ---------------

Income from equity investments                                        187              4,314                332              9,629
Interest expense, net                                             (38,102)           (42,501)           (76,030)           (84,085)
Other                                                                 (25)                  -                48                  -
                                                           ---------------    ---------------    ---------------    ---------------

(Loss) income before income taxes, minority interest and
     cumulative effect of change in accounting principle          (17,503)           334,336            (26,619)           376,022
Income tax expense                                                 (7,113)          (154,226)           (10,783)          (172,904)
                                                           ---------------    ---------------    ---------------    ---------------
(Loss) income before minority interest and cumulative
    effect of change in accounting principle                      (24,616)           180,110            (37,402)           203,118
Minority interest in loss of subsidiaries                           4,290              2,130              8,360              2,973
                                                           ---------------    ---------------    ---------------    ---------------
(Loss) income before cumulative effect of change in
    accounting principle                                          (20,326)           182,240            (29,042)           206,091
Cumulative effect of change in accounting principle,
    net of income taxes of ($2,271)                                     -                  -                  -             (3,719)
                                                           ---------------    ---------------    ---------------    ---------------
Net (loss) income                                           $     (20,326)     $     182,240     $      (29,042)    $      202,372
                                                           ===============    ===============    ===============    ===============

(Loss) earnings per common share:
    Basic:
      (Loss) income before cumulative effect of
        change in accounting principle                      $       (0.21)     $        1.93     $        (0.31)    $         2.18
      Cumulative effect of change in accounting principle               -                  -                  -              (0.04)
                                                           ---------------    ---------------    ---------------    ---------------
      Net (loss) income per common share                    $       (0.21)     $        1.93     $        (0.31)    $         2.14
                                                           ===============    ===============    ===============    ===============

    Diluted:
      (Loss) income before cumulative effect of
        change in accounting principle                      $       (0.21)     $        1.88     $        (0.31)    $         2.13
      Cumulative effect of change in accounting principle               -                  -                  -              (0.04)
                                                           ---------------    ---------------    ---------------    ---------------
      Net (loss) income per common share                    $       (0.21)     $        1.88     $        (0.31)    $         2.09
                                                           ===============    ===============    ===============    ===============

Weighted-average number of shares outstanding:
Basic                                                              95,183             94,559             95,054             94,527
                                                           ===============    ===============    ===============    ===============
Diluted                                                            95,183             96,943             95,054             96,805
                                                           ===============    ===============    ===============    ===============
</TABLE>

            See notes to condensed consolidated financial statements

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                              Six Months Ended
                                                                                    --------------------------------------
                                                                                       November 30,         November 30,
                                                                                          2001                  2000
                                                                                    -----------------    -----------------
<S>                                                                                  <C>                  <C>
Operating Activities:
    Net (loss) income                                                                $      (29,042)       $     202,372
                                                                                    -----------------    -----------------

Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:
    Depreciation and amortization                                                            72,375               49,738
    Minority interest in loss of subsidiaries                                                (8,360)              (2,973)
    Deferred income taxes                                                                     7,789               42,400
    Income from equity investments                                                             (332)              (9,629)
    Gain on disposition of assets                                                               (11)            (363,344)
    Cumulative effect of change in accounting principle                                           -                3,719
    Changes in assets and liabilities, net of effects of acquisitions and
    dispositions:
        Increase in accounts receivable                                                     (18,016)             (12,119)
        Increase in prepaid expenses and other current assets                               (11,151)             (16,319)
        (Decrease) increase in accounts payable, accrued expenses and other
           current liabilities                                                                 (311)             139,749
        Increase in deferred revenue and customer deposits                                    8,627                2,740
    Other                                                                                     3,695                3,933
                                                                                    -----------------    -----------------
    Total adjustments                                                                        54,305             (162,105)
                                                                                    -----------------    -----------------
        Net cash provided by operating activities                                            25,263               40,267
                                                                                    -----------------    -----------------
Investing Activities:
    Proceeds from disposition of assets, net of cash expenses                                    43              493,325
    Capital expenditures                                                                   (130,767)            (107,532)
    Acquisitions, net of cash acquired                                                            -             (216,188)
    Deposits on long-term assets                                                            (15,000)                   -
    Proceeds from maturity of restricted securities                                               -               19,888
    Distributions received from equity investments                                               43               11,238
    Capital contributed to equity investments                                                     -                 (821)
                                                                                    -----------------    -----------------
        Net cash used in investing activities                                              (145,681)             199,910
                                                                                    -----------------    -----------------
Financing Activities:
    Proceeds from the issuance of long-term debt                                            146,055              238,400
    Repayment of debt                                                                       (41,624)            (279,651)
    Debt issuance costs paid                                                                 (4,000)                   -
    Proceeds from the exercise of stock options                                               1,414                  667
      Proceeds from issuance of common stock under employee stock purchase plan               1,898                    -
    Capital contributed from minority interests in subsidiaries                               2,450                    -
                                                                                    -----------------    -----------------
        Net cash provided by financing activities                                           106,193              (40,584)
                                                                                    -----------------    -----------------

Net (decrease) increase in cash and cash equivalents                                        (14,225)             199,593
Cash and cash equivalents, beginning of period                                               23,345               12,879
                                                                                    -----------------    -----------------
Cash and cash equivalents, end of period                                             $        9,120        $     212,472
                                                                                    =================    =================
Supplemental Cash Flow Disclosure:
    Interest paid                                                                    $       67,477        $      75,338
                                                                                    =================    =================
    Income taxes paid                                                                $        2,401        $       5,661
                                                                                    =================    =================
Non-Cash Transactions:
    Shares issued for acquisition                                                    $            -        $       2,355
                                                                                    =================    =================
</TABLE>

            See notes to condensed consolidated financial statements

                                       3

<PAGE>


              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
       (Amounts in thousands, except subscriber, share and per share data)

Note 1.  Interim Financial Statements

In the opinion of  management,  the  accompanying  interim  unaudited  condensed
consolidated  financial  statements contain all adjustments  (consisting only of
normal  recurring   accruals)  necessary  to  present  fairly  the  consolidated
financial  position of Centennial  Communications  Corp. and  Subsidiaries  (the
"Company")  as of  November  30,  2001  and  the  results  of  its  consolidated
operations  and cash flows for the  periods  ended  November  30, 2001 and 2000.
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, 2001 Annual Report on Form 10-K,  which  includes a summary of
significant accounting policies and other disclosures.  The consolidated balance
sheet at May 31, 2001 is audited.

Revenue Recognition:

Service revenue includes  amounts earned for providing  services to wireless and
broadband  customers.  Services  billed in advance are recognized as income when
earned.  Revenues from activation fees are recognized over the expected customer
service  period,  ranging from 26 to 48 months.  Revenues  from prepaid  calling
cards are  recognized  as the customer  uses the minutes on the cards.  Revenues
from other services are recognized when earned.

Depreciation and Amortization:

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

Income Taxes:

The Company  has a negative  worldwide  effective  tax rate of 40.5% for the six
months  ended  November 30, 2001  primarily as a result of:  pre-tax book losses
generated in Jamaica and the  Dominican  Republic  for which the Company  cannot
record a tax benefit;  certain  interest  expense  related to the Mezzanine Debt
that is not deductible for U.S. income tax purposes;  and goodwill  amortization
that is not deductible for U.S. income tax purposes.

Reclassifications:

The Company changed its presentation of incollect cost (the cost associated with
its  subscribers  roaming in other markets)  during the year ended May 31, 2001.
The change was a  reclassification  of  incollect  cost from  revenue to cost of
services.  The amount  reclassified  for the three and six months ended November
30, 2000 was $11,485 and $23,934, respectively.

                                       4
<PAGE>

Note 2. Debt

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

----------------------------------------------------------------------------------------------------------------
                                                                            November 30,            May 31,
                                                                                2001                 2001
----------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                 <C>
Term Loans                                                                 $    1,034,624      $       987,500
Revolving Credit Facility                                                         176,000              156,000
10 3/4% Subordinated Debt due 2008                                                370,000              370,000
Mezzanine Debt                                                                    173,306              172,181
Lucent Credit Facility                                                             43,233                4,365
8 7/8% Senior Notes due 2001                                                            -                1,388
Notes Payable                                                                         173                  516
10 1/8% Senior Notes due 2005                                                         219                  219
Other                                                                                 237                   67
----------------------------------------------------------------------------------------------------------------
    Total Long-Term Debt                                                        1,797,792            1,692,236
Current Portion of Long-Term Debt                                                 (51,230)             (29,947)
----------------------------------------------------------------------------------------------------------------
    Net Long-Term Debt                                                     $    1,746,562      $     1,662,289
================================================================================================================
</TABLE>

On September 5, 2001,  the Company  amended its bank credit  facility  (the "New
Credit Facility") to add an additional $50.0 million to the Tranche-C term loan.
The New Credit  Facility  consists of four term loans in an aggregate  principal
amount of $1,050,000 and a revolving  credit facility in an aggregate  principal
amount  of  $250,000,  of which  $1,034,624  and  $176,000,  respectively,  were
outstanding as of November 30, 2001. The borrowers under the New Credit Facility
are  Centennial  Cellular  Operating  Co.  LLC  for a  $325,000  term  loan  and
Centennial   Puerto  Rico  Operations   Corp.  for  three  separate  term  loans
aggregating  $725,000.  The revolving  credit facility portion of the New Credit
Facility is available to both of the borrowers.

In March 2001, Centennial Digital Jamaica Ltd. ("Centennial Digital Jamaica"), a
subsidiary  of  the  Company,  signed  an  agreement  with  Lucent  Technologies
("Lucent")  whereby Lucent agreed to provide  Centennial  Digital Jamaica with a
$75,000 credit  facility  ("Lucent  Credit  Facility") to fund the build out and
operation of our communications network in Jamaica.  Borrowings under the Lucent
Credit  Facility bear interest at LIBOR (2.01% at November 30, 2001) plus 6.50%.
The Lucent Credit Facility matures in 2007, with principal  repayments beginning
in December 2004. Under the Lucent Credit Facility,  Centennial  Digital Jamaica
is  required to maintain  certain  financial  and  operating  covenants,  and is
limited in its ability to, among other things, incur additional indebtedness. As
of November 30, 2001,  $43,233 was outstanding under the Lucent Credit Facility.
In connection with the Lucent Credit Facility,  the Company has agreed to make a
total of approximately  $9,690 of capital  contributions  to Centennial  Digital
Jamaica  over the next  several  years  (based on the  Company's  51%  ownership
interest as of November 20, 2001),  of which $2,550 has been made as of November
30, 2001.  Substantially all of Centennial  Digital Jamaica's assets are pledged
as collateral for the Lucent Credit  Facility debt.  Centennial  Digital Jamaica
has been  designated an  unrestricted  subsidiary  for purposes of the Company's
outstanding  $370,000  subordinated debt and,  generally,  is not subject to the
covenants of the New Credit Facility. The Lucent Credit Facility is non-recourse
to the Company.

Notes Payable were assumed as part of the  acquisition of AACR and the remaining
agreement matures in April 2002.

                                       5

<PAGE>
The aggregate annual  principal  payments for the next five years and thereafter
under the Company's debt at November 30, 2001 are summarized as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
<S>                                                                                <C>
November 30, 2002                                                                  $        51,230
November 30, 2003                                                                           73,692
November 30, 2004                                                                           96,006
November 30, 2005                                                                          132,776
November 30, 2006                                                                          160,461
November 30, 2007 and thereafter                                                         1,283,627
---------------------------------------------------------------------------------------------------
                                                                                   $     1,797,792
===================================================================================================
</TABLE>

The Company was in  compliance  with all  covenants  of its debt  agreements  at
November 30, 2001.

Interest expense, as reflected in the financial  statements,  has been partially
offset by interest  income.  The gross interest expense for the six months ended
November 30, 2001 and 2000 was $76,627 and $85,824, respectively.

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 137 "Deferral of the Effective
Date of SFAS No. 133". This statement  defers the effective date of SFAS No. 133
to all fiscal  quarters of fiscal years  beginning after June 15, 2000. SFAS No.
133, as amended by SFAS No. 138, "Accounting for Certain Derivative  Instruments
and Certain Hedging Activities,"  establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities.  This standard requires recognition
of all  derivative  instruments as either assets or liabilities in the statement
of financial position and measurement of those instruments at fair value.

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

During  the six  months  ended  November  30,  2001,  the  Company  recorded  an
additional $6,361 in accumulated other  comprehensive  loss attributable to fair
value  adjustments  of  interest  rate swap and collar  agreements.  The Company
increased its liabilities by an additional  $11,090 as a result of adjusting the
carrying amounts of our derivatives to reflect their fair values at November 30,
2001.

Note 3. Acquisitions/Dispositions

Acquisitions:

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

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

                                       6

<PAGE>


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

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

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


--------------------------------------------------------------------------------
                                                              Six Months Ended
                                                              November 30, 2000
--------------------------------------------------------------------------------
Revenue                                                       $      342,030
Net income                                                           198,683
Earnings per common share:
    Basic                                                               2.10
    Diluted                                                             2.05

Other Acquisitions:

In June 2001 the Company entered into a definitive, multi-year agreement with an
affiliate of Global  Crossing Ltd. under which Global Crossing agreed to provide
the  Company  with  $97,500  offiber-optic   undersea  capacity  connecting  the
Caribbean and the United States. In addition, as part of the transaction, Global
Crossing and the Company  entered into a  multi-year  agreement  under which the
Company agreed to provide Global  Crossing with $19,500 of products and services
in the Caribbean. In December 2001, the Company and Global Crossing restructured
these agreements (see Note 5. Subsequent Events). Amounts paid by the Company to
Global Crossing are included in other assets in the consolidated  balance sheet,
except for the assets that the Company has taken  delivery of, which is included
in  property,  plant and  equipment,  net.  The Company has  recorded the amount
received from Global Crossing as accrued expenses and other current  liabilities
as no products or services have been provided through the balance sheet date.

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

Dispositions:

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

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

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

                                       7
<PAGE>

In August 2000,  GTE Mobilnet of  California  Limited  Partnership  redeemed the
Company's  approximate 2.9% equity investment  interest in the San Francisco Bay
Area cluster for approximately $48,100 of current assets. The Company recorded a
pre-tax gain of approximately  $25,100, which is included in gain on disposition
of assets in the consolidated statement of operations for the three months ended
August 31, 2000.

Note 4.  Recent Accounting Pronouncements

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

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

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

In October 2001, the FASB issued SFAS No. 144  "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  SFAS No. 144 replaces SFAS No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" and establishes  accounting and reporting standards for long-lived assets to
be  disposed  of by  sale.  This  standard  applies  to all  long-lived  assets,
including  discontinued  operations.  SFAS No. 144 requires that those assets be
measured at the lower of carrying  amount or fair value less cost to sell.  SFAS
No. 144 also  broadens the reporting of  discontinued  operations to include all
components of an entity with operations that can be distinguished  from the rest
of the entity that will be eliminated from the ongoing  operations of the entity
in a disposal transaction.  The Company is required to implement SFAS No. 144 on
June 1, 2003,  and has not yet  determined  the impact that this  statement will
have on its results of operations or financial position.

Note 5.  Subsequent Events

In December 2001, the Company and Global  Crossing  agreed to restructure  their
June 2001  agreements.  Under the new  agreements,  the  Company  has  purchased
$38,000 of fiber-optic  undersea capacity from Global Crossing connecting Puerto
Rico and the United  States and has received a $6,600  credit to be used towards
the purchase of products and services on the Global Crossing network,  including
prepaid maintenance costs on the undersea capacity.  As part of the restructured
agreements,  Global Crossing has received a $3,400 credit from the Company which
may be used, under certain  circumstances,  towards the purchase of products and
services on the  Company's  network.  In addition,  as part of the  restructured
agreements, the Company has committed, under certain circumstances,  to purchase
approximately  $52,500 of undersea  capacity  from Global  Crossing in the event
that Global  Crossing  constructs and completes a new undersea cable  connecting
the Company's markets in the Caribbean and the United States.

                                       8
<PAGE>


Note 6.  Segment Information

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

Information  about the Company's  operations in its three business  segments for
the six months ended November 30, 2001 and 2000 is as follows:

--------------------------------------------------------------------------------
                                              Six Months Ended November 30,
                                        ----------------------------------------
                                                 2001                 2000
--------------------------------------------------------------------------------
Caribbean Wireless
Service revenue (1)                      $     102,762          $      88,499
Equipment sales                                  4,890                  5,416
  Total revenue (1)                            107,652                 93,915
EBITDA                                          37,733                 36,794
Total assets                                   479,403                409,104
Capital expenditures                            72,154                 55,887

Caribbean Broadband
Switched revenue                         $      11,803          $       8,394
Dedicated revenue                               15,890                  9,277
Video revenue                                   23,835                  5,962
Other revenue                                   15,880                 13,956
  Total revenue                                 67,408                 37,589
EBITDA                                          13,358                 10,587
Total assets                                   632,396                311,093
Capital expenditures                            38,333                 27,252

U.S. Wireless
Service revenue (1)                      $     121,386          $     122,555
Roaming revenue                                 48,922                 65,055
Equipment sales                                  5,771                  7,679
  Total revenue (1)                            176,079                195,289
EBITDA                                          70,304                 89,491
Total assets                                 1,794,521              1,742,406
Capital expenditures                            20,280                 24,393

Eliminations
Total revenue (2)                        $      (3,606)         $      (3,254)
Total assets (3)                            (1,234,538)              (938,635)


                                       9
<PAGE>


Consolidated
Total revenue (1)                        $     347,533          $     323,539
EBITDA                                         121,395                136,872
Total assets                                 1,671,782              1,523,968
Capital expenditures                           130,767                107,532



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

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

(3)  Elimination of intercompany investments.

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

--------------------------------------------------------------------------------
                                                  Six Months Ended November 30,
                                                --------------------------------
                                                     2001             2000
--------------------------------------------------------------------------------
EBITDA for reportable segments                 $    121,395    $    136,872
Interest expense, net                               (76,030)        (84,085)
Depreciation and amortization                       (72,375)        (49,738)
Income from equity investments                          332           9,629
Gain on disposition of assets                            11         363,344
Other                                                    48               -
--------------------------------------------------------------------------------
(Loss) income before income taxes, minority
   interest and cumulative effect of
   change in accounting principle              $    (26,619)   $    376,022
================================================================================

Note 7.  Condensed Consolidating Financial Data

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

                                       10

<PAGE>


              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                             As of November 30, 2001
                             (Amounts in thousands)

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


<S>                                         <C>              <C>           <C>            <C>            <C>          <C>
ASSETS
Current assets:
   Cash and cash equivalents                $         2,691  $          -  $       6,429  $           -  $         -  $       9,120
   Accounts receivable - net                         45,361             -         43,854              -         (695)        88,520
   Inventory - phones and accessories - net           7,594             -         18,723              -            -         26,317
   Prepaid expenses and other current assets          3,654             -         14,052              -            -         17,706
                                            ---------------- ------------- -------------- -------------- ------------ --------------
     Total current assets                            59,300             -         83,058              -         (695)       141,663

Property, plant & equipment - net                   261,669             -        451,313              -            -        712,982

Equity investments in wireless systems - net              -             -          2,228              -            -          2,228

Debt issuance costs - net                            22,783             -         27,572              -            -         50,355

U.S. wireless licenses - net                              -             -        262,948              -            -        262,948

Caribbean wireless licenses - net                         -             -        118,777              -            -        118,777

Goodwill  - net                                       4,476             -        137,129              -            -        141,605

Franchise and license acquisition costs - net             -             -        160,888              -            -        160,888

Intercompany                                              -     1,316,809        970,773        593,162   (2,880,744)             -

Investment in subsidiaries                                -      (321,566)       548,209       (807,426)     580,783              -

Other assets - net                                    5,492         7,547         74,844              -       (7,547)        80,336
                                             --------------- ------------- -------------- -------------- ------------ --------------

      Total                                  $      353,720   $ 1,002,790  $   2,837,739  $    (214,264) $(2,308,203) $   1,671,782
                                             =============== ============= ============== ============== ============ ==============
</TABLE>
                                       11
<PAGE>

Note 7-Continued

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                             As of November 30, 2001
                             (Amounts in thousands)

<TABLE>
<CAPTION>

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

<S>                                  <C>              <C>            <C>            <C>            <C>          <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)
Current liabilities:
 Current portion of long-term debt   $       18,506   $      32,500  $         224  $           -  $         -  $      51,230
 Accounts payable                            13,102               -         14,856              -         (695)        27,263
 Accrued expenses and other
   current liabilities                       41,493               -        125,473            732            -        167,698
 Payable to affiliates                            -               -            125              -            -            125
                                     --------------- --------------- -------------- -------------- ------------ --------------
 Total current liabilities                   73,101          32,500        140,678            732         (695)       246,316

Long-term debt                              691,118         838,500         43,419        173,525            -      1,746,562

Deferred federal income taxes                     -               -         81,343              -       (7,547)        73,796

Minority interest in subsidiaries                 -               -         11,520              -            -         11,520

Other liabilities                                 -          18,716          1,324              -            -         20,040

Intercompany                                  6,125         920,500      1,916,354         37,931   (2,880,910)             -

Stockholders' equity (deficit):
 Common stock                                     -               -              -            954            -            954
 Preferred stock                            465,000               -              -              -     (465,000)             -
 Additional paid-in capital                (820,448)              -      1,381,565        435,683     (561,117)       435,683
 Accumulated deficit                        (61,176)       (796,566)      (738,464)      (851,035)   1,596,206       (851,035)
 Accumulated other comprehensive loss             -         (10,860)             -        (10,860)      10,860        (10,860)
                                     --------------- --------------- -------------- -------------- ------------ --------------
                                           (416,624)       (807,426)       643,101       (425,258)     580,949       (425,258)

 Less: treasury shares                            -               -              -         (1,077)           -         (1,077)
 Deferred compensation                            -               -              -           (117)           -           (117)
                                     --------------- --------------- -------------- -------------- ------------ --------------
 Total stockholders' equity (deficit)      (416,624)       (807,426)       643,101       (426,452)     580,949       (426,452)
                                     --------------- --------------- -------------- -------------- ------------ --------------

 Total                               $      353,720  $    1,002,790  $   2,837,739  $    (214,264) $(2,308,203) $   1,671,782
                                     =============== =============== ============== ============== ============ ==============
</TABLE>

                                       12
<PAGE>
Note 7-Continued

         CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE SIX MONTHS ENDED NOVEMBER 30, 2001
                             (Amounts in thousands)

<TABLE>
<CAPTION>

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

<S>                                           <C>         <C>           <C>            <C>            <C>          <C>
Revenue                                       $  127,775  $          -  $     221,507  $           -  $    (1,749) $     347,533
                                              ----------- ------------- -------------- -------------- ------------ --------------

Costs and expenses:
   Cost of equipment sold                          6,706             -         19,852              -         (679)        25,879
   Cost of services                               20,125             -         62,276              -         (339)        82,062
   Sales and marketing                            19,661             -         33,410              -            -         53,071
   General and administrative                     25,215             -         40,642              -         (731)        65,126
   Depreciation and amortization                  26,422             -         45,953              -            -         72,375
   Gain on disposition of assets                      (5)            -             (6)             -            -            (11)
                                              ----------- ------------- -------------- -------------- ------------ --------------
                                                  98,124             -        202,127              -       (1,749)       298,502
                                              ----------- ------------- -------------- -------------- ------------ --------------

Operating income                                  29,651             -         19,380              -            -         49,031
                                              ----------- ------------- -------------- -------------- ------------ --------------

Income from equity investments                         -             -            332              -            -            332
(Loss) income from investments in subsidiaries         -       (18,455)         4,516        (18,455)      32,394              -
Interest expense - net                           (25,135)      (40,029)          (279)       (10,587)           -        (76,030)
Other                                                  -             -             48              -            -             48
Intercompany interest allocation                       -        40,029        (40,029)             -            -              -
                                              ----------- ------------- -------------- -------------- ------------ --------------
Income (loss) before income tax expense and
  minority interest                                4,516       (18,455)       (16,032)       (29,042)      32,394        (26,619)

Income tax expense                                     -             -        (10,783)             -            -        (10,783)
                                              ----------- ------------- -------------- -------------- ------------ --------------

Income (loss) before minority interest             4,516       (18,455)       (26,815)       (29,042)      32,394        (37,402)

Minority interest in loss of subsidiaries              -             -          8,360              -            -          8,360
                                              ----------- ------------- -------------- -------------- ------------ --------------

Net income (loss)                             $    4,516  $    (18,455) $     (18,455) $     (29,042) $    32,394  $     (29,042)
                                              =========== ============= ============== ============== ============ ==============

</TABLE>
                                       13

<PAGE>
Note 7-Continued

         CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Six Months Ended November 30, 2001
                             (Amounts in thousands)

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

<S>                                                      <C>         <C>           <C>         <C>           <C>       <C>
OPERATING ACTIVITIES:
      Net income (loss)                                  $    4,516  $    (18,455) $  (18,455) $    (29,042) $ 32,394  $    (29,042)
                                                         ----------- ------------- ----------- ------------- --------- -------------

Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
     Depreciation and amortization                           26,422             -      45,953             -         -        72,375
     Minority interest in loss of subsidiaries                    -             -      (8,360)            -         -        (8,360)
     Deferred income taxes                                        -             -       7,789             -         -         7,789
     Income from equity investments                               -             -        (332)            -         -          (332)
     Equity in undistributed earnings of subsidiaries             -        18,455      (4,516)       18,455   (32,394)            -
     Gain on disposition of assets                               (5)            -          (6)            -         -           (11)
     Noncash expenses                                        10,583             -     (11,708)        1,125         -             -
     Changes in assets and liabilities, net of effects of
      acquisitions and dispositions:
      Accounts receivable - (increase)                      (11,975)            -      (6,041)            -         -       (18,016)
      Prepaid expenses and other current assets-
        (increase)                                           (5,987)            -      (5,164)            -         -       (11,151)
      Accounts payable, accrued expenses and
        other current liabilities-increase (decrease)         1,459             -      (1,770)            -         -          (311)
      Deferred revenue and customer deposits- increase        7,481             -       1,146             -         -         8,627
     Other                                                    1,876             -       1,819             -         -         3,695
                                                          ---------- ------------- ----------- ------------- --------- -------------

     Total adjustments                                       29,854         3,422      18,810        19,580   (32,394)       54,305
                                                          ---------- ------------- ----------- ------------- --------- -------------

      NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES    34,370             -         355        (9,462)        -        25,263
                                                          ---------- ------------- ----------- ------------- --------- -------------

INVESTING ACTIVITIES:

     Proceeds from disposition of assets, net of
       cash expenses                                              5             -          38             -         -            43
     Capital expenditures                                   (50,879)            -     (79,888)            -         -      (130,767)
     Deposits on long-term assets                                 -             -     (15,000)            -         -       (15,000)
     Distributions received from equity investments               -             -          43             -         -            43
                                                          ---------- ------------- ----------- ------------- --------- -------------

      NET CASH USED IN INVESTING ACTIVITIES                 (50,874)            -     (94,807)            -         -      (145,681)
                                                          ---------- ------------- ----------- ------------- --------- -------------

FINANCING ACTIVITIES:

     Proceeds from the issuance of long-term debt            55,000        52,000      39,055             -         -       146,055
     Repayment of debt                                       (7,876)      (32,000)       (360)       (1,388)        -       (41,624)
     Debt issuance costs paid                                (4,000)            -           -             -         -        (4,000)
     Proceeds from the exercise of stock options                  -             -           -         1,414         -         1,414
     Proceeds from issuance of common stock under
        employee stock purchase plan                              -             -           -         1,898         -         1,898
     Capital contributed from minority interest
        in subsidiaries                                           -             -       2,450             -         -         2,450
     Cash received from (paid to) affiliates                (32,829)      (20,000)     52,829             -         -             -
     Cash advances from subsidiaries (to parent)                  -             -      (7,538)        7,538         -             -
                                                         ----------- ------------- ----------- ------------- --------- -------------

        NET CASH PROVIDED BY FINANCING ACTIVITIES            10,295             -      86,436         9,462         -       106,193
                                                         ----------- ------------- ----------- ------------- --------- -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                    (6,209)            -      (8,016)            -         -       (14,225)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                 $    2,691  $          -  $    6,429  $          -  $      -  $      9,120
                                                         =========== ============= =========== ============= ========= =============

</TABLE>
                                       14
<PAGE>

Note 7- Continued


              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                               As of May 31, 2001
                             (Amounts in thousands)

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

<S>                                           <C>             <C>           <C>            <C>            <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                  $       8,900    $         -   $     14,445   $          -   $         -   $    23,345
  Accounts receivable - net                         33,623              -         39,015              -             -        72,638
  Inventory - phones and accessories - net           3,610              -         17,448              -             -        21,058
  Prepaid expenses and other current assets          2,723              -         12,069              -             -        14,792
                                            ---------------- ------------- -------------- -------------- ------------- -------------

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

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

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

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

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

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

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

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

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

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

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

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


                                       15

<PAGE>


Note 7 - Continued

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                               As of May 31, 2001
                             (Amounts in thousands)


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

<S>                                       <C>              <C>           <C>            <C>             <C>             <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)
Current liabilities:
   Current portion of long term-debt      $      11,750  $     16,250    $        559   $       1,388   $          -   $     29,947
   Accounts payable                              16,745             -          21,301               -              -         38,046
   Accrued expenses and other
     current liabilities                         29,808             -         130,761             732              -        161,301
   Payable to affiliates                              -             -             125               -              -            125
                                         --------------- ------------- --------------- --------------- -------------- --------------

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



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


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


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


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


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

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

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


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

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

                                       16
<PAGE>
Note 7-Continued

         CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE SIX MONTHS ENDED NOVEMBER 30, 2000
                             (Amounts in thousands)
<TABLE>
<CAPTION>


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


      <S>                                        <C>         <C>            <C>            <C>           <C>          <C>
       Revenue (1)                               $  110,443  $          -   $    215,291   $          -  $    (2,195) $     323,539
                                                 ----------- ------------- --------------- ------------- ------------ --------------

       Costs and expenses:
         Cost of equipment sold                       5,015             -         14,719              -            -         19,734
         Cost of services (1)                        17,739             -         51,832              -         (220)        69,351
         Sales and marketing                         18,021             -         26,598              -            -         44,619
         General and administrative                  22,129             -         32,809              -       (1,975)        52,963
         Depreciation and amortization               22,925             -         26,813              -            -         49,738
         Gain on disposition of assets                   (5)            -       (363,339)             -            -       (363,344)
                                                 ----------- ------------- --------------- ------------- ------------ --------------
                                                     85,824             -       (210,568)             -       (2,195)      (126,939)
                                                 ----------- ------------- --------------- ------------- ------------ --------------
       Operating income                              24,619             -        425,859              -            -        450,478
                                                 ----------- ------------- --------------- ------------- ------------ --------------

       Income from equity investments                     -             -          9,629              -            -          9,629
       Income from investments in
         subsidiaries                                     -       212,959        (12,237)       212,959     (413,681)             -
       Interest expense - net                       (35,230)      (35,145)        (3,123)       (10,587)           -        (84,085)
       Intercompany interest allocation                   -        35,145        (35,145)             -            -              -
                                                 ----------- ------------- --------------- ------------- ------------ --------------

       (Loss) income before income tax expense,
          minority interest and cumulative effect
          of change in accounting principle         (10,611)      212,959        384,983        202,372     (413,681)       376,022

       Income tax expense                                 -             -       (172,904)             -            -       (172,904)
                                                 ----------- ------------- --------------- ------------- ------------ --------------

       (Loss) income before minority interest and
          cumulative effect of change in
          accounting principle                      (10,611)      212,959        212,079        202,372     (413,681)       203,118

       Minority interest in loss of
          subsidiaries                                    -             -          2,973              -            -          2,973
                                                 ----------- ------------- --------------- ------------- ----------- --------------

       (Loss) income before cumulative effect of
          change in accounting principle            (10,611)      212,959        215,052        202,372     (413,681)       206,091

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

       Net (loss) income                         $  (12,237) $    212,959  $     212,959    $   202,372  $  (413,681) $     202,372
                                                 =========== ============= =============== ============= ============ ==============
</TABLE>


     (1)  The Company changed its presentation of incollect cost during the year
          ended May 31, 2001. The change was a reclassification  from revenue to
          cost of services.  The amounts reclassified for Centennial Puerto Rico
          Operations Corp. and  Non-Guarantors for the six months ended November
          30, 2000 were $1,151 and $22,783, respectively.

                                       17
<PAGE>
Note 7-Continued

         CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Six Months Ended November 30, 2000
                             (Amounts in thousands)

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

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

  Net (loss) income                                     $  (12,237) $    212,959  $ 212,959  $     202,372  $(413,681) $    202,372
                                                        ----------- ------------- ---------- -------------- ---------- -------------

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

  Depreciation and amortization                             22,925             -     26,813              -          -        49,738
  Minority interest in loss of subsidiaries                      -             -     (2,973)             -          -        (2,973)
  Deferred income taxes                                          -             -     42,400              -          -        42,400
  Equity in undistributed earnings of investee companies         -             -     (9,629)             -          -        (9,629)
  Equity in undistributed earnings of subsidiaries               -      (212,959)    12,237       (212,959)   413,681             -
  (Gain) loss on disposition of assets                          (5)            -   (363,339)             -          -      (363,344)
  Cumulative effect of change in accounting principle        1,626             -      2,093              -          -         3,719
  Noncash expenses                                           5,842             -     (6,967)         1,125          -             -
  Change in assets and liabilities net of
     effects of acquisitons and dispositions:
      Accounts receivable - (increase)                      (3,500)            -     (8,619)             -          -       (12,119)
      Prepaid expenses and other current
       assets - (increase)                                  (1,200)            -    (15,119)             -          -       (16,319)
      Accounts payable, accrued expenses and
       other current liabilities - increase                  4,002             -    135,747              -          -       139,749
      Deferred revenue and customer deposits -
       (decrease) increase                                      (1)            -      2,741              -          -         2,740
   Other                                                     1,714             -      2,219              -          -         3,933
                                                        ----------- ------------- ---------- -------------- ---------- -------------
  Total adjustments                                         31,403      (212,959)  (182,396)      (211,834)   413,681      (162,105)
                                                        ----------- ------------- ---------- -------------- ---------- -------------

    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     19,166             -     30,563         (9,462)         -        40,267
                                                        ----------- ------------- ---------- -------------- ---------- -------------

INVESTING ACTIVITIES:

  Proceeds from disposition of assets, net of
   cash expenses                                                 5                  493,320              -          -       493,325
  Capital expenditures                                     (41,794)            -    (65,738)             -          -      (107,532)
  Proceeds from maturity of restricted securities                -             -     19,888              -          -        19,888
  Acquisitions, net of cash acquired                             -             -   (216,188)             -          -      (216,188)
  Distributions received from equity investments                 -             -     11,238              -          -        11,238
  Capital contributed to equity investments                      -             -       (821)             -          -          (821)
                                                        ----------- ------------- ---------- -------------- ---------- -------------

    NET CASH USED IN INVESTING ACTIVITIES                  (41,789)            -    241,699              -          -       199,910
                                                        ----------- ------------- ---------- -------------- ---------- -------------

FINANCING ACTIVITIES:

  Proceeds from the issuance of long-term debt             213,400        25,000          -              -          -       238,400
  Repayment of debt                                       (236,150)      (35,000)    (8,501)             -          -      (279,651)
  Proceeds from the exercise of stock options                    -             -          -            667          -           667
  Cash received from (paid to) affiliates                   46,650        10,000    (56,650)             -          -            -
  Cash advances from subsidiaries (to parent)                   63             -     (8,858)         8,795          -            -
                                                        ----------- ------------- ----------  ------------- ---------- -------------

    NET CASH PROVIDED BY FINANCING ACTIVITIES               23,963             -    (74,009)         9,462          -       (40,584)
                                                        ----------- ------------- ---------- -------------- ---------- -------------


NET INCREASE IN CASH AND CASH EQUIVALENTS                    1,340             -    198,253              -          -       199,593


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

CASH AND CASH EQUIVALENTS, END OF PERIOD                $    6,255  $          -  $ 206,217  $           -  $       -  $    212,472
                                                        =========== ============= ========== ============== ========== =============

</TABLE>

                                       18




Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The information  contained in this Part I, Item 2 updates, and should be read in
conjunction  with,  information  set  forth  in Part  II,  Items 7 and 8, in the
Company's  Annual Report on Form 10-K for the fiscal year ended May 31, 2001, in
addition to the interim consolidated financial statements and accompanying notes
presented in Part 1, Item 1 of this Form 10-Q.

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

We are a leading regional  communications service provider. In the Caribbean, we
are a fully integrated  communications  service provider  offering both wireless
and broadband  services,  and in the United States,  we are a regional  wireless
service  provider in small city and rural areas.  Our Caribbean  operations  own
licenses to serve a population of approximately  15.5 million as of November 30,
2001 in  Puerto  Rico,  the  Dominican  Republic,  Jamaica  and the U.S.  Virgin
Islands.  We provide  wireless  ("Caribbean  Wireless")  and  several  broadband
services  including  switched voice,  dedicated  (private line), video and other
services ("Caribbean Broadband") over our own fiber optic, coaxial and microwave
network in the  Caribbean.  In the United  States,  we own and operate  wireless
systems  and  provide  wireless  service in six states in two  clusters of small
cities and rural areas covering a population of approximately  6.0 million as of
November 30, 2001: Indiana/Michigan/Ohio and Texas/Louisiana/Mississippi  ("U.S.
Wireless").  These clusters are adjacent to major metropolitan  markets and have
benefited from the traffic  generated by  subscribers  roaming into our coverage
areas.  Collectively,  our wireless  licenses  cover a total of 18.5 million Net
Pops as of November 30, 2001.

Overview

We had 826,500 wireless subscribers at November 30, 2001, as compared to 664,400
at November  30,  2000,  an increase of 24%.  The net loss for the three and six
months  ended   November  30,  2001  was  $20.3   million  and  $29.0   million,
respectively, as compared to net income of $182.2 million and $202.4 million for
the same  periods last year.  Net income for the six months  ended  November 30,
2000  included  a pre-tax  gain of $363.3  million  ($200.2  million  after-tax)
resulting  from the sale of our  southwest  properties  and our interests in the
Sacramento-Valley  Limited Partnership,  the Modoc, California Partnership,  the
Pennsylvania  RSA No.  6 (II)  Partnership  in  Lawrence,  Pennsylvania  and the
redemption  of our  interest  in the GTE  Mobilnet  Partnership  serving the San
Francisco  Bay area.  Net income for the six months ended  November 30, 2000 was
also  affected  by an  after-tax,  non-cash  charge  of  $3.7  million  for  the
cumulative effect of a change in accounting principle related to the adoption of
the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 101
"Revenue Recognition in Financial Statements" ("SAB No. 101"). Basic and diluted
loss per  share  for the  three  months  ended  November  30,  2001 was $0.21 as
compared  to  basic  and  diluted   earnings  per  share  of  $1.93  and  $1.88,
respectively,  for the same period a year ago.  Basic and diluted loss per share
for the six months  ended  November  30, 2001 was $0.31 as compared to basic and
diluted earnings per share of $2.14 and $2.09, respectively, for the same period
a year ago.

                                       19

<PAGE>

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                     Three Months Ended                            Six Months Ended
                                ------------------------------               -----------------------------
(In   thousands, except  per                                      %                                           %
share amounts)                     11/30/01        11/30/00     Change         11/30/01       11/30/00      Change
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>             <C>        <C>             <C>              <C>
Operating income                 $    20,437      $   372,523     (95)  %    $    49,031     $    450,478     (89)  %
Net (loss) income                    (20,326)         182,240    (111)           (29,042)         202,372    (114)
(Loss) income per share:
    Basic                              (0.21)            1.93    (111)             (0.31)            2.14    (114)
    Diluted                            (0.21)            1.88    (111)             (0.31)            2.09    (115)

 EBITDA (1)                           58,523           68,506     (15)           121,395          136,872     (11)
</TABLE>

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

Caribbean Wireless Operations
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
                                      Three Months Ended                            Six Months Ended
                                -------------------------------              ------------------------------
                                                                  %                                          %
(In thousands)                      11/30/01       11/30/00     Change        11/30/01       11/30/00      Change
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>             <C>          <C>            <C>             <C>
Revenue:
Service revenue                   $    52,788    $    45,045      17  %       $  102,762     $   88,499       16  %
Equipment sales                         1,770          2,704     (35)              4,890          5,416      (10)
-------------------------------------------------------------------------------------------------------------------
                                       54,558         47,749      14             107,652         93,915       15
-------------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of equipment sold                  3,992          2,321      72               8,586          5,027       71
Cost of services                        8,645          7,532      15              16,892         14,572       16
Sales and marketing                    10,437          9,090      15              21,533         17,725       21
General and administrative             11,742         10,962       7              22,908         19,797       16
-------------------------------------------------------------------------------------------------------------------
                                       34,816         29,905      16              69,919         57,121       22
-------------------------------------------------------------------------------------------------------------------
EBITDA                                 19,742         17,844      11              37,733         36,794        3
Depreciation and amortization          13,419         10,401      29              24,095         19,662       23
-------------------------------------------------------------------------------------------------------------------
Operating income                   $    6,323    $     7,443     (15) %       $   13,638     $   17,132      (20) %
===================================================================================================================
</TABLE>

Revenue

In May 2001, we changed our  presentation of incollect cost (the cost associated
with our  subscribers  roaming in other  markets,  which was  previously  netted
against the related revenue).  The change was a reclassification from revenue to
cost of services.  The amount  reclassified for Caribbean Wireless for the three
and six months  ended  November  30,  2000 was $0.4  million  and $1.2  million,
respectively.

Caribbean  Wireless  service revenue  increased $7.7 million,  or 17%, and $14.3
million,  or  16%  for  the  three  and  six  months  ended  November  30,  2001

                                       20
<PAGE>

respectively,  to $52.8 million and $102.8  million for the same periods.  These
increases were primarily due to growth in revenue from new  subscribers of $22.5
million and $43.0 million for the three and six months ended  November 30, 2001,
respectively,  partially offset by an aggregate  decrease in service revenue per
subscriber of $14.8 million and $28.7 million for the same periods.

The  decrease in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was due to a decrease  in retail  prices for  phones  purchased  by
customers

Our Caribbean  Wireless  operations  had  approximately  312,600  subscribers at
November 30, 2001, an increase of 49% from the 209,700  subscribers  at November
30, 2000.  Increases  from new  activations of 234,300 were offset by subscriber
cancellations  of 131,400.  The monthly prepaid and postpaid churn rate was 3.7%
for three and six months  ended  November  30, 2001 as compared to 4.0% and 3.5%
for the  three  and six  months  ended  November  30,  2000,  respectively.  The
cancellations  experienced by our Caribbean  Wireless  operations were primarily
the result of competitive factors and non-payment.

Caribbean  Wireless  revenue  per  subscriber  per month,  based upon an average
number  of  subscribers,  was $59 and $61 for the  three  and six  months  ended
November 30,  2001,  as compared to $78 and $79 for the same periods a year ago.
The  decrease  in  revenue  per  subscriber  was  primarily  due to new  prepaid
subscribers in the Dominican Republic.

Costs and expenses

Cost of equipment sold increased  during the three and six months ended November
30,  2001 due to the sale of phones  under  certain  low-end  rate  plans and an
increase in phones sold for prepaid plans.

Cost of services  increased  during the three and six months ended  November 30,
2001,  primarily due to the variable costs associated with a larger subscription
base  and  increased  wireless  coverage  areas  resulting  from  the  continued
expansion of our wireless network in the Caribbean. This was partially offset by
a decrease in property tax expense due to an agreement with the tax  authorities
in Puerto Rico.

Sales and marketing expenses rose during the three and six months ended November
30, 2001, primarily due to the increase in gross subscriber additions as well as
marketing  expenses related to the Dominican  Republic and Jamaica.  We launched
operations in the  Kingston,  Jamaica  metropolitan  area at the end of November
2001.

General and  administrative  expenses  increased during the three and six months
ended  November  30,  2001,  primarily  due to  increased  costs to support  the
expanding  subscriber  base  and the  initiation  of  service  in the  Dominican
Republic in September 2000 and Jamaica in November 2001.

EBITDA for the Caribbean Wireless operations for the three months ended November
30, 2001 was $19.7 million,  an increase of $1.9 million, or 11%, as compared to
the three months ended  November 30,  2000.  EBITDA for the  Caribbean  Wireless
operations  for the six months  ended  November 30, 2001 was $37.7  million,  an
increase of $0.9 million, or 3%, as compared to the same period last year. These
increases were primarily due to the growth of postpaid customers in Puerto Rico,
partially offset by start up losses in the Dominican Republic and Jamaica.

Depreciation  and  amortization for the three months ended November 30, 2001 was
$13.4  million,  an increase of $3.0  million,  or 29%, as compared to the three
months ended November 30, 2000. Depreciation and amortization for the six months
ended November 30, 2001 was $24.1 million,  an increase of $4.4 million, or 23%,
over  the  same  period  last  year.   Depreciation  increased  due  to  capital

                                       21
<PAGE>


expenditures made during fiscal 2002 and 2001 in connection with the development
and network expansion of our Caribbean wireless telephone systems.

Operating  income for the three months ended November 30, 2001 was $6.3 million,
a decrease of $1.1 million from  operating  income of $7.4 million from the same
period last year.  Operating  income for the six months ended  November 30, 2001
was $13.6  million,  a decrease of $3.5 million from  operating  income of $17.1
million for the same period a year ago.

Caribbean Broadband Operations
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                        Three Months Ended                         Six Months Ended
                                    ---------------------------              -----------------------------
                                                                   %                                          %
(In thousands)                         11/30/01     11/30/00     Change         11/30/01       11/30/00     Change
---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>              <C>        <C>             <C>            <C>
Revenue:
    Switched revenue                 $     6,124  $     4,535       35  %     $    11,803     $    8,394       41  %
    Dedicated revenue                      8,117        4,995       63             15,890          9,277       71
    Video revenue                         12,256        5,962      106             23,835          5,962      300
    Other revenue                          8,990        7,438       21             15,880         13,956       14
---------------------------------------------------------------------------------------------------------------------
                                          35,487       22,930       55             67,408         37,589       79
---------------------------------------------------------------------------------------------------------------------
Costs and expenses:
    Cost of equipment sold                    88          265      (67)               252            470      (46)
    Cost of services                      17,319        9,903       75             32,283         16,262       99
    Sales and marketing                    3,827        1,972       94              7,136          3,789       88
    General and administrative             7,539        3,741      102             14,379          6,481      122
---------------------------------------------------------------------------------------------------------------------
                                          28,773       15,881       81             54,050         27,002      100
---------------------------------------------------------------------------------------------------------------------
EBITDA                                     6,714        7,049       (5)            13,358         10,587       26
Gain on disposition of assets                 (7)           -      N/A                 (7)             -      N/A
Depreciation and amortization             13,281        5,625      136             25,766          8,389      207
---------------------------------------------------------------------------------------------------------------------
Operating (loss) income              $    (6,560)  $    1,424     (561) %     $   (12,401)    $    2,198     (664) %
=====================================================================================================================
</TABLE>

Revenue

Caribbean  Broadband revenue increased $12.6 million, or 55%, and $29.8 million,
or 79%, for the three and six months ended November 30, 2001,  respectively,  to
$35.5 million and $67.4 million.

Switched revenue increased $1.6 million,  or 35%, and $3.4 million,  or 41%, for
the three and six months ended November 30, 2001, respectively. The increase was
primarily  due to a 39%  increase in switched  access lines as of the end of the
second quarter and a corresponding growth in minutes of use.

Dedicated revenue increased $3.1 million,  or 63%, and $6.6 million, or 71%, for
the three and six months ended November 30, 2001, respectively,  to $8.1 million
and $15.9  million.  The  increase  was  primarily  the result of a 117% rise in
dedicated access line equivalents as of the end of the second quarter.

Video  services  generated  revenues of $12.3  million and $23.8 million for the
three and six months ended November 30, 2001,  respectively,  reflecting revenue
from the fiscal 2001 cable acquisitions.

Other  revenue  increased  $1.6  million,  or 21%, to $9.0 million for the three
months ended  November 30, 2001 and  increased  $1.9  million,  or 14%, to $15.9
million for the six months then ended.

                                       22
<PAGE>


Costs and expenses

Cost of services  increased  during the three and six months ended  November 30,
2001,  primarily due to higher costs to support the expanding Broadband business
and expenses related to the Puerto Rico cable businesses.

Sales and marketing expenses rose during the three and six months ended November
30,  2001,  primarily  due to  increased  advertising  as well as the  hiring of
additional sales force to support the growing business.

General and  administrative  expenses  increased during the three and six months
ended  November 30, 2001,  primarily due to the additional  expenses  associated
with the acquisitions of the Puerto Rico cable businesses,  as well as the costs
to support the growing customer base.

EBITDA  for the  Caribbean  Broadband  operations  for the  three  months  ended
November  30,  2001 was $6.7  million,  a decrease  of $0.3  million,  or 5%, as
compared  to the same  period  last  year.  EBITDA for the  Caribbean  Broadband
operations  for the six months  ended  November 30, 2001 was $13.4  million,  an
increase of $2.8 million, or 26%, over the same period a year ago.

Depreciation  and  amortization for the three months ended November 30, 2001 was
$13.3 million, an increase of $7.7 million, or 136%, over the three months ended
November  30,  2000.  Depreciation  and  amortization  for the six months  ended
November 30, 2001 was $25.8 million, an increase of $17.4 million, or 207%, over
the same period last year. The increase was due to depreciation and amortization
related  to  the  Puerto  Rico  cable   acquisitions,   as  well  as  additional
depreciation associated with the expansion of our network.

Operating loss for the three months ended November 30, 2001 was $6.6 million,  a
decrease of $8.0 million from the operating  income of $1.4 million for the same
period in fiscal 2001. Operating loss for the six months ended November 30, 2001
was $12.4 million, a decrease of $14.6 million from the operating income of $2.2
million for the six months ended November 30, 2000.

                                       23
<PAGE>


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

-----------------------------------------------------------------------------------------------------------------------
                                         Three Months Ended                        Six Months Ended
                                    -----------------------------            ------------------------------
                                                                     %                                        %
(In thousands)                         11/30/01        11/30/00    Change       11/30/01        11/30/00    Change
-----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>            <C>       <C>             <C>            <C>
Revenue:
    Service revenue                  $    59,499     $    60,996     (2) %    $   121,386     $   122,555     (1) %
    Roaming revenue                       22,964          31,706    (28)           48,922          65,055    (25)
    Equipment sales                        2,677           4,122    (35)            5,771           7,679    (25)
-----------------------------------------------------------------------------------------------------------------------
                                          85,140          96,824    (12)          176,079         195,289    (10)
-----------------------------------------------------------------------------------------------------------------------

Costs and expenses:
    Cost of equipment sold                 8,942           7,442     20            17,041          14,237     20
    Cost of services                      17,360          20,232    (14)           36,210          41,539    (13)
    Sales and marketing                   12,909          11,737     10            24,402          23,105      6
    General and administrative            13,862          13,800      -            28,122          26,917      4
-----------------------------------------------------------------------------------------------------------------------
                                          53,073          53,211      -           105,775         105,798      -
-----------------------------------------------------------------------------------------------------------------------
EBITDA                                    32,067          43,613    (26)           70,304          89,491    (21)
Gain on disposition of assets                 (4)       (331,209)  (100)               (4)       (363,344)  (100)
Depreciation and amortization             11,397          11,166      2            22,514          21,687      4
-----------------------------------------------------------------------------------------------------------------------
Operating income                     $    20,674     $   363,656    (94) %    $    47,794     $   431,148    (89) %
=======================================================================================================================
</TABLE>

Revenue

In May 2001, we changed our  presentation  of incollect  cost.  The change was a
reclassification  from revenue to cost of services.  The amount reclassified for
U.S.  Wireless  for the three and six months  ended  November 30, 2000 was $11.1
million and $22.8 million, respectively.

Excluding the Southwest cluster,  which was sold in November 2000, U.S. Wireless
service  revenue  increased $2.9 million,  or 5%, to $59.5 million in the second
quarter and increased $7.9 million,  or 7%, to $121.4 million for the six months
ended  November  30,  2001 as  compared  to the same  period  last  year.  These
increases were  primarily due to growth in revenue from new  subscribers of $7.4
million and $16.9 million for the three and six months ended  November 30, 2001,
respectively,  partially  offset by a decrease in service revenue per subscriber
of $4.5 million and $9.0 million for the same  periods.  Excluding the Southwest
cluster,  revenue from U.S.  Wireless  roaming usage decreased $7.0 million,  or
23%, from roaming  revenues of $29.9 million for the three months ended November
30, 2000, and decreased  $12.8 million,  or 21%, from roaming  revenues of $61.7
million for the six months then ended.  These  decreases were primarily due to a
decrease in roaming  rates per minute of $12.0 million and $26.1 million for the
three and six months ended November 30, 2001, respectively,  partially offset by
increases  in  roaming  usage of $5.0  million  and $13.3  million  for the same
periods.  The Southwest  cluster  accounted for $4.4 million and $9.0 million of
service  revenue and $1.8  million and $3.3  million of roaming  revenue for the
three and six months ended November 30, 2000, respectively.

We anticipate  that roaming revenue will be  significantly  lower in fiscal 2002
than in fiscal 2001  primarily  due to declines in  contractual  roaming  rates,
industry  consolidation  and construction of networks by other wireless carriers
in our service areas.

Our U.S. Wireless  operations had approximately  513,900 and 454,700 subscribers
at November 30, 2001 and 2000,  respectively.  Increases from new activations of
208,300 were offset by subscriber  cancellations of 149,100. The monthly prepaid
and  postpaid  churn rate was 2.3% and 2.5% for the three and six  months  ended

                                       24
<PAGE>


November 30, 2001,  respectively,  as compared to 2.8% for the same periods last
year.  22,600  subscribers were removed as a result of the sale of the Southwest
properties in November 2000. The cancellations  experienced by the U.S. Wireless
operations were primarily the result of competitive factors and non-payment.

U.S. Wireless revenue per subscriber per month,  based upon an average number of
subscribers,  was $56 and $58 for the three and six months  ended  November  30,
2001, respectively,  as compared to $69 and $71 for the same periods a year ago.
The  decreases in revenue per  subscriber  were  primarily due to the decline in
roaming revenue as well as the increasing  number of included minutes in digital
rate plans.

Costs and expenses

Cost of equipment sold increased  during the three and six months ended November
30, 2001, primarily due to increased customer retention efforts.

Cost of services  decreased  during the three and six months ended  November 30,
2001,  primarily  due to a decrease  in  incollect  cost.  Cost to  acquire  per
activation  was $346 and $332 for the three and six months  ended  November  30,
2001, respectively, as compared to $286 and $290 for the same periods last year.
The  increase  in  cost  to  acquire  was  primarily  the  result  of  increased
advertising costs and increased phone subsidies.

Sales and  marketing  expenses  increased  during the three and six months ended
November 30,  2001,  primarily  due to a larger sales force and expanded  retail
distribution system.

General and  administrative  expenses  increased  slightly during the six months
ended  November  30,  2001,  primarily  due to  increased  costs to support  the
expanding subscriber base.

EBITDA for the U.S. Wireless  operations was $32.1 million and $70.3 million for
the three and six months ended  November 30, 2001,  respectively,  a decrease of
$11.5  million,  or 26%,  and $19.2  million,  or 21%,  from the same periods in
fiscal 2001.

The gain on  disposition  of assets for the three and six months ended  November
30, 2000  represents  the pre-tax gains  recognized on the sale of the southwest
properties  and  the  sale of our  interests  in the  Sacramento-Valley  Limited
Partnership,  the Modoc,  California Partnership and Pennsylvania RSA No. 6 (II)
Partnership in Lawrence,  Pennsylvania.  Also included in gain on disposition of
assets for the six months ended  November 30, 2000 is a gain  resulting from the
redemption  of our  interest  in the GTE  Mobilnet  partnership  serving the San
Francisco Bay area.

Depreciation  and  amortization  for the three and six months ended November 30,
2001 was $11.4  million  and $22.5  million,  respectively,  an increase of $0.2
million,  or 2%, and $0.8 million,  or 4%, over the same periods in fiscal 2001.
The  increase  was  primarily  the  result of  depreciation  related  to capital
expenditures  made during fiscal 2002 and 2001 in connection  with the continued
expansion of our U.S. Wireless operations.

Operating  income for the three and six months ended November 30, 2001 was $20.7
million and $47.8 million, respectively, a decrease of $343.0 million and $383.4
million from operating  income of $363.7 million and $431.3 million for the same
periods in fiscal 2001.

                                       25
<PAGE>


Consolidated

Other non-operating income and expenses

Net interest  expense was $38.1  million and $76.0 million for the three and six
months ended  November 30, 2001,  respectively,  a decrease of $4.4 million,  or
10%, and $8.1 million,  or 10%, from the three and six months ended November 30,
2000.  Gross interest  expense was $38.4 million and $76.6 million for the three
and six months  ended  November  30,  2001,  respectively,  as compared to $43.8
million and $85.8 million for the same periods a year ago

The  increase in total debt of $253.0  million  from  November  30, 2000 was the
result of additional  borrowings for acquisitions,  capital expenditures related
to the  expansion of the Caribbean  Wireless  operation and the expansion of the
Caribbean  Broadband  network.  Total  cash paid for  acquisitions,  net of cash
acquired,  during the twelve  months ended  November 30, 2001 was  approximately
$128.0 million.  The  weighted-average  debt outstanding during the three months
ended  November 30, 2001 was $1,799.0  million,  an increase of $78.4 million as
compared to the weighted-average debt level of $1,720.6 million during the three
months ended November 30, 2000. The weighted-average debt outstanding during the
six months ended November 30, 2001 was $1,771.4  million,  an increase of $108.3
million as  compared  to the  weighted-average  debt level of  $1,663.1  million
during the six months ended  November 30, 2000.  Our  weighted-average  interest
rate was 8.5% and 8.7% for the three and six months  ended  November  30,  2001,
respectively, as compared to 10.0% and 10.3% for the same periods a year ago.

After  minority  interest in loss of  subsidiaries  for the three and six months
ended  November 30, 2001,  the pre-tax loss was $13.2 million and $18.3 million,
respectively  as compared to pre-tax income of $336.5 million and $379.0 million
for the three and six months ended November 30, 2000,  respectively.  The income
tax  expense  was $7.1  million  and $10.8  million for the three and six months
ended November 30, 2001, respectively,  as compared to $154.2 million and $172.9
million for the same periods  last year.  The decrease in income tax expense for
the three and six months ended November 30, 2001 was primarily the result of tax
expense in fiscal 2001 related to the gains we recognized on the  disposition of
assets.

The cumulative effect of change in accounting principle for the six months ended
November 30, 2000 was a non-cash charge of $3.7 million,  net of income taxes of
$2.3 million. This resulted from our adoption of SAB No. 101.

These factors  resulted in a net loss of $20.3 million and $29.0 million for the
three and six months ended November 30, 2001,  respectively,  which represents a
decrease of $202.6  million and $231.4 million from net income of $182.2 million
and $202.4 million for the same periods a year ago.

Liquidity and Capital Resources

On September 5, 2001,  we amended our New Credit  Facility to add an  additional
$50.0 million to the Tranche-C  term loan. The New Credit  Facility  consists of
four term loans in an  aggregate  principal  amount of  $1,050.0  million  and a
revolving  credit facility in an aggregate  principal  amount of $250.0 million.
The borrowers  under the New Credit Facility are Centennial  Cellular  Operating
Co. LLC for a $325.0  million term loan and  Centennial  Puerto Rico  Operations
Corp. for three separate term loans aggregating $725.0 million. The total amount
outstanding  under the term loans as of November 30, 2001 was $1,034.6  million.
The  revolving  credit  facility  portion of the New Credit  Facility is equally
available to both of the  borrowers.  The amount  available  under the revolving
credit facility as of November 30, 2001 was $74.0 million.  Under the provisions
of our credit facility, we are effectively prohibited from paying cash dividends

                                       26

<PAGE>


on our common stock.

For the six  months  ended  November  30,  2001,  earnings  were less than fixed
charges by $29.3 million.  Fixed charges consist of interest expense,  including
amortization   of  debt   issuance   costs  and  the  portion  of  rents  deemed
representative  of the interest portion of leases.  The amount by which earnings
were less than fixed charges reflects non-cash charges of $72.4 million relating
to depreciation and amortization.

As of November 30, 2001, we had $713.0 million of property,  plant and equipment
(net) placed in service.  During the six months ended November 30, 2001, we made
capital  expenditures of $130.8 million to continue the  construction of our new
network in Jamaica,  to expand the coverage  areas and upgrade our cell sites as
well as our call  switching  equipment of existing  Caribbean and U.S.  wireless
properties  and to  extend  and  enhance  our  broadband  fiber  network  in the
Caribbean. Capital expenditures for the Caribbean operations were $110.5 million
for the six months ended  November 30, 2001,  representing  84% of total capital
expenditures.  The Caribbean  operation's  capital  expenditures  included $72.2
million to add  capacity  and  services  and to  continue  the  development  and
expansion of our Caribbean  Wireless systems,  and $38.3 million to continue the
expansion of our Caribbean Broadband network infrastructure.  During fiscal year
2002, we anticipate annual capital expenditures of approximately $250.0 million,
which includes  capital  expenditures  for our  subsidiary,  Centennial  Digital
Jamaica Ltd. ("Centennial Digital Jamaica").

In March  2001  Centennial  Digital  Jamaica  signed an  agreement  with  Lucent
Technologies  ("Lucent"),  whereby Lucent agreed to provide  Centennial  Digital
Jamaica with a $75.0 million credit facility  ("Lucent Credit Facility") to fund
the build out and operation of our communications network in Jamaica. Borrowings
under the Lucent Credit  Facility bear interest at LIBOR plus 6.50%.  The Lucent
Credit Facility  matures in March 2007, with principal  repayments  beginning in
December 2004. Under the Lucent Credit Facility,  Centennial  Digital Jamaica is
limited in its ability to, among other things, incur additional indebtedness. As
of  November  30,  2001 $31.8  million  was  available  under the Lucent  Credit
Facility.  In connection with the Lucent Credit Facility, we have agreed to make
a total of  approximately  $9.7 million of capital  contributions  to Centennial
Digital Jamaica over the next several years (based on our 51% ownership interest
as of November  30,  2001),  of which $2.6  million was made as of November  30,
2001.  Substantially  all of Centennial  Digital Jamaica's assets are pledged as
collateral for the Lucent Credit facility.  Centennial  Digital Jamaica has been
designated an  unrestricted  subsidiary for purposes of our  outstanding  $370.0
million subordinated debt and, generally, is not subject to the covenants of the
New Credit Facility. The Lucent Credit Facility is non-recourse to the Company.

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

In order to meet our obligations  with respect to our operating  needs,  capital
expenditures and debt service  obligations,  it is important that we continue to
improve operating cash flow.  Increases in revenue will be dependent upon, among
other things, continued growth in the number of customers and maximizing revenue
per subscriber.  We have continued the  construction of wireless  systems in our
markets  to achieve  these  objectives.  There is no  assurance  that  growth in
customers or revenue will occur. In addition, our participation in the Caribbean
telecommunications  business  has  been,  and is  expected  to  remain,  capital
intensive.  Further,  due to the start-up  nature of our Dominican  Republic and
Jamaica  operations,  we anticipate  that additional  cash  investments  will be
required to fund our operations over the next several years.

                                       27
<PAGE>


The following table sets forth, for the periods indicated, our net cash provided
by operating  activities  before  interest  payments  (net cash  provided),  our
principal  uses of such cash and the cash  required  from  other  financing  and
investing activities:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                                    Six Months Ended November 30,
                                                 ---------------------------------------------------------------------
                                                               2001                                2000
                                                 ----------------------------------   --------------------------------
(In thousands)                                                     % of net cash                      % of net cash
                                                      Amount         provided            Amount          provided
----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>            <C>                  <C>
Net cash provided by operating activities          $     25,263         27  %          $     40,267         35  %
Interest paid                                            67,477         73                   75,338         65
----------------------------------------------------------------------------------------------------------------------
Net cash provided                                  $     92,740        100  %          $    115,605        100  %
======================================================================================================================

Principal uses of cash:
Interest paid                                      $     67,477         73  %          $     75,338         65  %
Property, plant & equipment                             130,767        141                  107,532         93
----------------------------------------------------------------------------------------------------------------------
Total                                              $    198,244        214  %          $    182,870        158  %
======================================================================================================================
Cash required from other financing
     and investing activities                      $   (105,504)      (114) %          $    (67,265)       (58)  %
======================================================================================================================
</TABLE>

Net cash provided by operating  activities for the six months ended November 30,
2001 was not  sufficient  to fund  our  expenditures  for  property,  plant  and
equipment of $130.8 million.

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

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                                                 Six Months Ended November 30,
                                                                           -------------------------------------------
(In thousands)                                                                   2001                    2000
----------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                      <C>
Proceeds from disposition of assets, net of cash expenses                  $           43           $      493,325
Proceeds from issuance of long-term debt                                          146,055                  238,400
Proceeds from maturity of restricted securities                                         -                   19,888
Distributions received from equity investments, net                                    43                   10,417
Proceeds from the exercise of stock options                                         1,414                      667
Proceeds from issuance of common stock under employee stock purchase plan           1,898                        -
Capital contributed from minority interests in subsidiaries                         2,450                        -
----------------------------------------------------------------------------------------------------------------------
Cash provided by other financing and investing activities                         151,903                  762,697
----------------------------------------------------------------------------------------------------------------------

Acquisitions, net of cash acquired                                                      -                 (216,188)
Repayment of debt                                                                 (41,624)                (279,651)
Debt issuance costs paid                                                           (4,000)                       -
Deposits on long-term assets                                                      (15,000)                       -
----------------------------------------------------------------------------------------------------------------------
Capital available for operations and capital expenditures                  $       91,279            $     266,858
======================================================================================================================
</TABLE>

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

                                       28
<PAGE>


Acquisitions, Exchanges and Dispositions

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

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

In  June  2001  we  entered  into a  definitive,  multi-year  agreement  with an
affiliate of Global  Crossing Ltd. under which Global Crossing agreed to provide
us with $97.5 million of fiber-optic  undersea capacity connecting the Caribbean
and the United States. In addition, as part of the transaction,  we entered into
a multi-year  agreement  with Global  Crossing  under which we agreed to provide
Global Crossing with $19.5 million of products and services in the Caribbean. In
December 2001, we agreed to  restructure  our June 2001  agreements  with Global
Crossing. Under the new agreements, we have purchased $38 million of fiber-optic
undersea  capacity from Global  Crossing  connecting  Puerto Rico and the United
States and have  received a $6.6 million  credit to be used towards the purchase
of products  and  services on the Global  Crossing  network,  including  prepaid
maintenance  costs  on the  undersea  capacity.  As  part  of  the  restructured
agreements, Global Crossing has received a $3.4 million credit from us which may
be used,  under  certain  circumstances,  towards the  purchase of products  and
services on our network. In addition, as part of the restructured agreements, we
have committed,  under certain  circumstances,  to purchase  approximately $52.5
million of  undersea  capacity  from  Global  Crossing  in the event that Global
Crossing constructs a new undersea cable connecting our markets in the Caribbean
and the United States.

In December 2000, we acquired Com Tech  International  Corporation ("Com Tech"),
an owner of undersea fiber optic cable capacity for approximately $16.9 million.
Com Tech's cable  ownerships  extend  around the  Caribbean on the ARCOS-1 cable
network,  from the U.S. to Europe on the TAT-14 cable  network and from the U.S.
to Japan on the Japan-U.S. cable network.

Recent Accounting Standards

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 137, "Deferral of the Effective
Date of SFAS  No.  133",  which  defers  the  effective  date of SFAS  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities" to all fiscal
quarters of fiscal years beginning after June 15, 2000. SFAS No. 133, as amended
by SFAS No. 138,  "Accounting  for Certain  Derivative  Instruments  and Certain
Hedging  Activities,"   established   accounting  and  reporting  standards  for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts, and for hedging activities.  This standard requires recognition
of all  derivative  instruments as either assets or liabilities in the statement
of financial position and measurement of those instruments at fair value.

On June 1, 2001, we adopted SFAS No. 133.  Under SFAS No.133,  our interest rate
swaps  and  collar  qualify  for cash  flow  hedge  accounting.  We  recorded  a
transition  adjustment of $4.5 million in other  comprehensive loss attributable
to fair  value  adjustments  of  interest  rate swap and collar  agreements.  In
connection  with the  adoption of SFAS No. 133, we recorded a liability  of $7.6

                                       29
<PAGE>

million as a result of adjusting  the  carrying  amounts of our  derivatives  to
reflect their fair values on June 1, 2001.

During the six months ended  November 30, 2001, we recorded an  additional  $6.4
million in other  comprehensive  loss  attributable to fair value adjustments of
interest rate swap and collar  agreements.  We also increased our liabilities by
an additional $11.1 million as a result of adjusting the carrying amounts of our
derivatives to reflect their fair values at November 30, 2001.

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

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

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

In October 2001, the FASB issued SFAS No. 144  "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  SFAS No. 144 replaces SFAS No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" and establishes  accounting and reporting standards for long-lived assets to
be  disposed  of by  sale.  This  standard  applies  to all  long-lived  assets,
including  discontinued  operations.  SFAS No. 144 requires that those assets be
measured at the lower of carrying  amount or fair value less cost to sell.  SFAS
No. 144 also  broadens the reporting of  discontinued  operations to include all
components of an entity with operations that can be distinguished  from the rest
of the entity that will be eliminated from the ongoing  operations of the entity
in a disposal transaction.  We are required to implement SFAS No. 144 on June 1,
2003,  and have not yet  determined  the impact that this statement will have on
our results of operations or financial position.

Commitments and Contingencies

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

On July 7, 2000,  the SEC declared  effective our universal  shelf  registration
statement,  which registered our sale of up to an aggregate of $750.0 million of
securities  (debt,  common stock,  preferred  stock and warrants) as well as the
resale of up to 20 million  shares of our common stock out of  approximately  87
million shares owned by our controlling  stockholders (Welsh, Carson, Anderson &
Stowe and an affiliate of The Blackstone Group).

                                       30
<PAGE>


In July 2001,  we entered into an  agreement  with Nortel  Networks  pursuant to
which we have agreed,  subject to certain conditions,  to purchase equipment and
installation  services for our wireless  operations over the next two years at a
cost of approximately $40.0 million.

In March 2001, we entered into an agreement with Lucent Technologies pursuant to
which we have agreed to purchase  equipment  and  installation  services for our
wireless  telephone  system  in  Jamaica  through  February  2003  at a cost  of
approximately $65.0 million.


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

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

Important  factors  ("Risk  Factors")  that could cause actual results to differ
materially from those expressed in any forward-looking  statement made by, or on
behalf of, the Company include, but are not limited to:

o    the competitive nature of the  telecommunications  industry in the areas in
     which we operate, including, without limitation, the affect of existing and
     new competitors, including competitors that may have greater resources than
     we do,  competitors  that may offer less expensive  products than we do and
     competitors that may offer more  technologically  advanced products than we
     do;
o    general economic, business, political and social conditions in the areas in
     which we operate, including the less developed Caribbean region;
o    continued overbuilding by personal  communications service providers in the
     U.S.  wireless  markets and the  effects of  increased  competition  in our
     markets,  which  may  cause a  reduction  in  roaming  revenues,  increased
     subscriber cancellations, a continued reduction of prices charges and lower
     average revenue per subscriber;
o    our  dependence on roaming  agreements  for a material  portion of our U.S.
     wireless  revenues and the  continued  price  declines in roaming rates and
     potential reduction of roaming minutes of use;
o    our substantial debt obligations;
o    the  availability  and cost of additional  capital to fund our  operations,
     including the need to refinance existing indebtedness;
o    the ability to attract and retain qualified personnel;
o    the effects of governmental regulation of the telecommunications industry;
o    the capital  intensity of the  telecommunications  industry,  including our
     plans to make significant  capital  expenditures during the coming year and
     future years to build out and upgrade our networks;
o    opportunities  for growth through  acquisitions and investments and ability
     to manage this growth;
o    changes and  developments  in technology,  including our ability to upgrade
     our networks to remain  competitive and our ability to anticipate and react
     to frequent and significant technological changes;
o    the ability to effectively manage subscriber cancellations;

                                       31
<PAGE>


o    local  operating  hazards  and  risks in the  areas  in  which we  operate,
     including without limitation,  hurricanes,  tornados, wind storms and other
     natural disasters;
o    restrictive   covenants  and  consequences  of  default  contained  in  our
     financing arrangements;
o    our ability to manage and monitor billing and operational support systems;
o    potential  litigation related to using wireless  telephones while operating
     an  automobile  and  the  potential  reduction  of  wireless  usage  due to
     legislation restricting usage while driving;
o    potential litigation relating to possible health effects of radio frequency
     transmission;
o    the relative illiquidity and corresponding volatility of our common stock;
o    declining rates for international long distance traffic;
o    control by certain of our stockholders and anti-takeover provisions; and
o    other factors  referenced in our filings with the  Securities  and Exchange
     Commission.

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

                                       32
<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,  2001 (based on
information provided by one of the Company's lending institutions):

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                            Year Ended November 30,
                          --------------------------------------------------------------
(In thousands)                2002        2003        2004         2005         2006     There-after     Total      Fair value
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>          <C>         <C>          <C>          <C>           <C>           <C>
Long-term debt:
  Fixed rate               $    224    $    186    $      -     $    219     $      -     $543,306    $  543,935    $  491,525
  Average interest rate       10.81 %     13.50 %         -        10.13 %          -        10.51 %       10.51 %           -
  Variable rate            $ 51,006    $ 73,506    $ 96,006     $132,557     $160,461     $740,321    $1,253,857    $1,253,857
  Average interest rate(1)     4.53 %      5.54 %      5.74 %       6.16 %       6.29 %       6.42 %        6.21 %           -
Interest rate swaps (pay
  fixed, receive variable):
  Notional amount          $350,000    $ 50,000           -            -            -            -             -    $  (15,499)
  Average pay rate             5.67 %      5.86 %         -            -            -            -             -             -
  Average receive rate         4.53 %      5.54 %         -            -            -            -             -             -
Interest rate collar:
  Notional amount          $100,000    $100,000           -            -            -            -             -    $   (3,217)
  Cap                          7.00 %      7.00 %         -            -            -            -             -             -
  Floor                        4.62 %      4.62 %         -            -            -            -             -             -
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                           Part II - Other Information

Item 1. Legal Proceedings

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

Item 2. Changes in Securities and Use of Proceeds

          None

Item 3. Defaults Upon Senior Securities

          None

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

     a)   The Company's annual meeting of shareholders was held on September 20,
          2001.

                                       33
<PAGE>


     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
      ---------                            ----------          -----------
      Carmen A. Culpeper                   92,323,395             109,762
      Anthony J. de Nicola                 91,863,496             569,661
      Mark T. Gallogly                     92,385,001              48,156
      James R. Matthews                    92,128,111             305,046
      Thomas E. McInerney                  91,863,496             569,661
      John M. Scanlon                      91,303,317           1,129,840
      Michael J. Small                     92,128,111             305,046
      David M. Tolley                      92,385,001              48,156
      J. Stephen Vanderwoude               92,323,395             109,762

     c)   The  shareholders  approved a proposal at the annual  meeting to amend
          the Centennial  Communications  1999 Stock Option and Restricted Stock
          Purchase Plan to increase the maximum number of shares of common stock
          issuable under the plan by 3,000,000 shares,  from 9,000,000 shares to
          12,000,000  shares.  The  following  sets forth the number of votes on
          this proposal:

                  For                      Against                  Abstain
              ----------                  ---------                ---------
              90,825,201                  1,586,099                  9,577

     d)   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,  2002.  The  following  sets  forth  the  number  of votes on this
          proposal:

                  For                      Against                  Abstain
               ----------                 ---------                ---------
               92,429,392                    3,266                     499


Item 5. Other Information

     None

Item 6. Exhibits and Reports on Form 8-K

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

     a)   Exhibits

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

         None

     b)   Reports on Form 8-K

         None

                                       34
<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 14, 2002



                                              CENTENNIAL COMMUNICATIONS CORP.


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



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