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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1 )
CENTENNIAL CELLULAR CORP.
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(Name of Issuer)
CLASS A COMMON
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(Title of Class of Securities)
15133 V 109
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(CUSIP Number)
January 7, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
( ) Rule 13d-1(b)
( ) Rule 13d-(c)
(x ) Rule 13d-1(d)
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Schedule 13G
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CUSIP No. 15133 V 109 13G Page 2 of 4 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CITIZENS UTILITIES COMPANY 060619596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (x)
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON* HC
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Page 3 of 4 Pages
SCHEDULE 13G
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Item 1.
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a) Centennial Cellular Corp.
b) 50 Locust Avenue
New Canaan, CT 06840
Item 2.
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a) Name of Person filing: Citizens Utilities Company ("Citizens")
b) Address: High Ridge Park, Stamford, CT 06905
c) Citizenship: Delaware
d) Class B. Common Stock
e) CUSIP Number: 15133 V 109
The above number is the CUSIP Number for Class A Common Stock. There is no
CUSIP Number for Class B Common Stock. Each share of Class B Common Stock is
convertible at any time into one share of Class A Common Stock.
Item 3.
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Not applicable.
Item 4. Ownership.
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a) Title of Class: Class B Common(1)
Shares of Class Beneficially Owned as of 1-8-99(2): 0
b) Percent of Class: 0
__________________________________
(1) Each share of Centennial Corp. Class B Common Stock is convertible at any
time into one share of Class A Common Stock of Centennial Cellular Corp. The
Class B Common Stock has fifteen votes per share and the Class A Common Stock
has one vote per share.
(2) Citizens held 102,187 shares of Convertible Preferred Stock which were
convertible after August 30, 1994 into 2,972,334 shares of Class B Common Stock.
Said shares were disposed of 1-7-99.
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Item. 5 Ownership of Five Percent or Less of a Class.
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Not applicable.
Item. 6 Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
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Security being Reported or By the Parent Holding Company.
Not Applicable
Item 8.
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Not applicable.
Item 9.
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Not applicable.
Item 10.
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Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 10, 1999
Citizens Utilities Company
By: /s/ Charles J. Weiss
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Charles J. Weiss
Secretary and Assistant Vice President
