CENTURY COMMUNICATIONS CORP, DEF 14A, 1996-09-24

CENTURY COMMUNICATIONS CORP
DEF 14A, 1996-09-24
CABLE & OTHER PAY TELEVISION SERVICES

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 'ss' 240.14a-11(c) or
'ss' 240.14a-12

CENTURY COMMUNICATIONS CORP.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

.................................................................

2) Aggregate number of securities to which transaction
applies:

.................................................................

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................

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[Logo]

CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840

- ----------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1996

- ----------------------------------------------------------
The Board of Directors of Century Communications Corp., a New Jersey
corporation (the 'Company'), hereby gives notice that the 1996 Annual Meeting of
Shareholders of the Company (the 'Annual Meeting') will be held at the GTE
Management Development Center, Weed Avenue, Norwalk, Connecticut 06850, on
Tuesday, October 29, 1996, at 10:00 a.m., Eastern Daylight Savings Time, for the
following purposes:

1. To elect nine directors of the Company to serve until the next
annual meeting of shareholders and thereafter until their successors shall
have been elected and qualified.

2. To vote on the ratification of the selection by the Board of
Directors of Deloitte & Touche, LLP as independent accountants for the
Company for the fiscal year ending May 31, 1997.

3. To transact such other business as may properly come before the
meeting.

All shareholders are cordially invited to attend. Only holders of record of
issued and outstanding shares of Class A Common Stock and Class B Common Stock
of the Company at the close of business on Monday, September 9, 1996 will be
entitled to receive notice of and vote at the Annual Meeting. If you attend the
Annual Meeting, you may vote in person if you wish, even though you have
previously returned your proxy. A copy of each of the Company's Proxy Statement,
1996 Annual Report to Shareholders and Annual Report on Form 10-K for its fiscal
year ended May 31, 1996 is enclosed herewith.

By Order of the Board of Directors
DAVID Z. ROSENSWEIG
DAVID Z. ROSENSWEIG,
Secretary

September 25, 1996

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE
ACCOMPANYING PROXY STATEMENT AND PROMPTLY COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED WITHIN THE UNITED STATES OF AMERICA. THE PROXY IS REVOCABLE BY YOU AT ANY
TIME PRIOR TO ITS USE AT THE ANNUAL MEETING. IF YOU RECEIVE MORE THAN ONE PROXY
CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH
PROXY CARD SHOULD BE SIGNED AND RETURNED TO ASSURE THAT ALL YOUR SHARES WILL BE
VOTED AT THE ANNUAL MEETING.
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[Logo]

CENTURY COMMUNICATIONS CORP.
50 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
---------------------------------
PROXY STATEMENT
---------------------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Century Communications Corp., a New Jersey corporation
(the 'Company'), of proxies for use at the 1996 Annual Meeting of Shareholders
of the Company (the 'Annual Meeting') to be held at the GTE Management
Development Center, Weed Avenue, Norwalk, Connecticut 06850, on Tuesday, October
29, 1996, at 10:00 a.m., Eastern Daylight Savings Time, and at any adjournment
or adjournments of the Annual Meeting. This Proxy Statement and the enclosed
proxy are first being sent to shareholders on or about September 25, 1996.

At the Annual Meeting, shareholders of the Company will (i) elect nine
directors of the Company to serve until the next annual meeting of shareholders
and thereafter until their successors shall have been elected and qualified; and
(ii) vote on the ratification of the selection by the Board of Directors of
Deloitte & Touche, LLP as independent accountants for the Company for the fiscal
year ending May 31, 1997. Shareholders may also consider and act upon such other
matters as may properly come before the Annual Meeting or any adjournment or
adjournments thereof.

The close of business on Monday, September 9, 1996 has been selected as the
record date for determining the holders of outstanding shares of the Company's
Class A Common Stock, par value $.01 per share (the 'Class A Common Stock'), and
Class B Common Stock, par value $.01 per share (the 'Class B Common Stock' and,
together with the Class A Common Stock, the 'Common Stock'), entitled to receive
notice of and vote at the Annual Meeting. On September 9, 1996, there were
29,014,414 shares of Class A Common Stock outstanding and 45,126,115 shares of
Class B Common Stock outstanding. Holders of Class A Common Stock are entitled
to one vote per share and holders of Class B Common Stock are entitled to ten
votes per share. All shares of Class A Common Stock and Class B Common Stock
will vote together as one class on all questions that come before the Annual
Meeting, except that the shares of Class A Common Stock will vote separately as
a class with respect to the election of one director (the 'Class A Director').

VOTE REQUIRED

Votes at the Annual Meeting will be tabulated by inspectors of election
appointed by the Company. Shares of Common Stock represented by a properly
signed and returned proxy are considered present at the Annual Meeting for
purposes of determining a quorum.

Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the owners. If specific
instructions are not received, as a general rule

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brokers may vote these shares in their discretion. However, brokers are
precluded from exercising their voting discretion on certain types of proposals.
Absent specific instructions from the beneficial owner in such cases, brokers
may not vote on those proposals. This results in what is known as a 'broker non-
vote' on such proposals.

Elections of directors other than the Class A Director will be determined
by a plurality vote of the combined voting power of all shares of Common Stock
present in person or by proxy and voting at the Annual Meeting. The election of
the Class A Director will be determined by a plurality vote of all shares of
Class A Common Stock, voting separately as a class, present in person or by
proxy and voting at the Annual Meeting. Accordingly, votes 'withheld' from
director-nominee(s) will not count against the election of such nominee(s).
Brokers have discretionary authority to vote on the election of directors.

Passage of the proposal to ratify the selection of Deloitte & Touche, LLP
as independent accountants for the Company for the fiscal year ending May 31,
1997 requires the approval of a majority of the votes cast on this proposal.
Abstentions as to this proposal will not count as votes cast for or against this
proposal and will not be included in calculating the number of votes necessary
for approval of this proposal. Brokers have discretionary authority to vote on
this proposal.

All other matters will be determined by the vote of a majority of the
combined voting power of all shares of Common Stock present in person or by
proxy at the Annual Meeting and voting on such matters. Abstentions and broker
non-votes as to particular matters will not count as votes cast for or against
such matters and will not be included in calculating the number of votes
necessary for approval of such matters.

Each shareholder of the Company is requested to complete, sign, date and
return the enclosed proxy without delay in order to ensure that shares owned
thereby are voted at the Annual Meeting. All shares represented by properly
executed proxies will be voted at the Annual Meeting in accordance with the
directions given on such proxies. If no direction is given, a properly executed
proxy will be voted FOR the election of the nine persons named under 'Election
of Directors' and FOR ratification of the selection of Deloitte & Touche, LLP as
independent accountants for the Company for the fiscal year ending May 31, 1997.
The Board of Directors does not anticipate that any other matters will be
brought before the Annual Meeting. If, however, other matters are properly
presented, the persons named in the proxy will have discretion, to the extent
allowed by New Jersey law, to vote in accordance with their own judgment on such
matters.

REVOCATION OF PROXIES

Any shareholder may revoke a proxy at any time before such proxy is voted.
Proxies may be revoked by (i) delivering to the Secretary of the Company a
written notice of revocation bearing a date later than the date of the proxy;
(ii) duly executing a subsequent proxy relating to the same shares of Common
Stock and delivering it to the Secretary of the Company; or (iii) attending the
Annual Meeting and stating to the Secretary of the Company an intention to vote
in person and so voting. Attendance at the Annual Meeting will not in and of
itself constitute revocation of a proxy. Any subsequent proxy or written notice
of revocation of a proxy should be delivered to Century Communications Corp., 50
Locust Avenue, New Canaan, Connecticut 06840, Attention: Scott N. Schneider,
Assistant Secretary.

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COST OF SOLICITATION

The Company will bear all costs of soliciting proxies in the accompanying
form. Solicitation will be made by mail, and officers and regular employees of
the Company may also solicit proxies by telephone, telegraph or personal
interview. In addition, the Company expects to request persons who hold shares
in their names for others to forward copies of this proxy soliciting material to
them and to request authority to execute proxies in the accompanying form, and
the Company will reimburse such persons for their out-of-pocket and reasonable
clerical expenses in doing this.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of September 9, 1996, certain
information with respect to the beneficial ownership of shares of Class A Common
Stock or Class B Common Stock by each person known to the Company to own
beneficially more than 5% of the outstanding shares of Class A Common Stock or
Class B Common Stock. Each share of Class B Common Stock is convertible, at any
time, into one share of Class A Common Stock. Holders of Class A Common Stock
are entitled to one vote per share and holders of Class B Common Stock are
entitled to ten votes per share.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
------------------------------------------
NAME AND ADDRESS CLASS/NUMBER PERCENT
OF BENEFICIAL OWNER OF SHARES OF CLASS
- -------------------------------------------------------------------- ---------------------- --------
<S> <C> <C> <C>
Leonard Tow ........................................................ Class A: 709,850(2) 2.4%
50 Locust Avenue Class B: 42,297,059(3)(4)(5) 93.7
New Canaan, CT 06840
Claire L. Tow ...................................................... Class A: 709,850(6) 2.4
50 Locust Avenue Class B: 42,297,059(4)(5)(7) 93.7
New Canaan, CT 06840
Putnam Investment Management, Inc. ................................. Class A: 4,485,998(8) 15.5
Marsh & McLennan Companies, Inc.
One Post Office Square
Boston, MA 02109
The Capital Group Companies, Inc. .................................. Class A: 2,864,820(9) 9.9
Capital Research and Management
Company
333 South Hope Street
Los Angeles, CA 90071
Sentry Insurance ................................................... Class B: 2,829,056(5) 6.3
a Mutual Company
1800 N. Point Drive
Stevens Point, WI 54481
Citizens Utilities Company ......................................... Class A: 1,807,095(10) 6.2
CU Capital Corp.
High Ridge Park
Stamford, CT 06905
Merrill Lynch & Co., Inc. .......................................... Class A: 1,744,500(11) 6.0
Merrill Lynch Group, Inc.
World Financial Center
North Tower
250 Vesey Street
New York, NY 10281
</TABLE>

(footnotes on next page)

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(footnotes from previous page)

(1) As used in this table, 'beneficial ownership' means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
'beneficial ownership' of any security that such person has the right to
acquire within 60 days after such date.

(2) Consists of 664,194 shares of Class A Common Stock as to which Mr. Tow has
sole voting and investment power. Includes the 45,656 shares set forth in
(6) below beneficially owned solely by Mrs. Tow, as to which shares he
disclaims beneficial ownership.

(3) Consists of 18,946,095 shares of Class B Common Stock as to which Mr. Tow
has sole, and 20,537,599 shares of Class B Common Stock as to which he
shares, voting and investment power. Includes the 2,813,365 shares set
forth in (7) below beneficially owned solely by Mrs. Tow, as to which
shares he disclaims beneficial ownership.

(4) By virtue of the definition of 'beneficial ownership,' substantial
duplication is involved in the beneficial ownership of shares listed for
these shareholders. Eliminating duplication in the table, Mr. Tow owns of
record and beneficially 18,946,095 shares of Class B Common Stock, Mr. Tow
and Mrs. Tow jointly own of record and beneficially 20,537,599 shares of
Class B Common Stock as trustees for the benefit of Mrs. Tow and their
adult children, and Mrs. Tow owns of record and beneficially 2,813,365
shares of Class B Common Stock as trustee for the benefit of their adult
children.

(5) By virtue of the definition of 'beneficial ownership,' each person who owns
shares of Class B Common Stock is deemed to own an equal number of shares
of Class A Common Stock. Thus, Leonard Tow, Claire L. Tow and Sentry
Insurance are deemed to be beneficial owners, respectively, of 43,006,909,
43,006,909 and 2,829,056 shares of Class A Common Stock. As a percent of
the Class A Common Stock, this ownership by the above-named persons is
deemed to be 60.3%, 60.3% and 3.8%, respectively.

(6) Consists of 45,656 shares of Class A Common Stock as to which Mrs. Tow has
sole voting and investment power. Includes the 664,194 shares set forth in
(2) above beneficially owned solely by Mr. Tow, as to which shares she
disclaims beneficial ownership.

(7) Consists of 2,813,365 shares of Class B Common Stock as to which Mrs. Tow
has sole, and 20,537,599 shares of Class B Common Stock as to which she
shares, voting and investment power. Includes the 18,946,095 shares set
forth in (3) above beneficially owned solely by Mr. Tow, as to which shares
she disclaims beneficial ownership.

(8) Based solely upon information contained in Amendment No. 5 to a Statement
on Schedule 13G filed with the Securities and Exchange Commission (the
'Commission') on January 19, 1996. According to said Schedule 13G, certain
Putnam investment managers (together with their parent corporations, Putnam
Investment, Inc. and Marsh & McLennan Companies, Inc.) are considered
'beneficial owners' in the aggregate of 4,485,998 shares of Class A Common
Stock, which shares were acquired for investment purposes by such
investment managers for certain of their advisory clients.

(9) Based solely upon information contained in Amendment No. 8 to a Statement
on Schedule 13G filed with the Commission on June 10, 1996. The Capital
Group Companies, Inc. has sole voting

(footnotes continued on next page)

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(footnotes continued from previous page)
power with respect to 874,200 shares of Class A Common Stock and sole
dispositive power with respect to 2,864,820 shares of Class A Common Stock.
Capital Research and Management Company has sole dispositive power with
respect to 1,726,610 shares of Class A Common Stock.

(10) Based solely upon information contained in a Statement on Schedule 13D
filed with the Commission on July 2, 1992. The Company has agreed pursuant
to an agreement dated July 2, 1992 between it and Citizens Utilities
Company ('Citizens') that, subject to certain conditions, upon the request
of Citizens, it will file up to two registration statements under the
Securities Act of 1933, as amended (the 'Act'), in order to permit Citizens
to offer and sell, pursuant to such registration statement(s), such shares
of Class A Common Stock.

(11) Based solely upon information contained in Amendment No. 2 to a Statement
on Schedule 13G filed with the Commission on March 12, 1996. Merrill Lynch
& Co., Inc., Merrill Lynch Group, Inc. and Princeton Services, Inc. each
has shared voting and dispositive power with respect to 1,744,500 shares of
Class A Common Stock, while Fund Asset Management, L.P. and Merrill Lynch
Phoenix Fund, Inc. each has shared voting and dispositive power with
respect to 1,669,500 shares of Class A Common Stock. The address of
Princeton Services, Inc., Fund Asset Management, L.P. and Merrill Lynch
Phoenix Fund, Inc. is 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

ELECTION OF DIRECTORS

Nine persons have been nominated for election as directors of the Company
to serve until the 1997 Annual Meeting of Shareholders and until their
successors are elected and qualified. All of the nominees are currently
directors. The holders of Class A Common Stock are entitled to elect, at the
Annual Meeting, voting separately as a class, one director (the 'Class A
Director'). The Board has nominated William M. Kraus as the Class A Director.
The other eight directors will be elected by vote of a plurality of the combined
voting power of all shares of Class A Common Stock and Class B Common Stock
present and voting at the Annual Meeting, voting together as a single class,
with each share of Class A Common Stock having one vote and each share of Class
B Common Stock having ten votes.

The persons named in the accompanying proxy will vote for the election of
such nominees unless, by reason of death or other unexpected occurrence, one or
more of such nominees shall not be available for election, in which event it is
intended that such votes will be cast for a substitute nominee or nominees
designated by the Board or, if no substitute nominee or nominees are so
designated, that the membership of the Board will be reduced to a number equal
to the number of such nominees, provided that a nominee for the Class A Director
will be substituted in order that the Class A directorship is not eliminated.
The Board has no reason to believe that any of the nominees listed below will
not be available for election as a director.

The following table sets forth the name of each nominee, his or her age,
the year he or she was elected a director of the Company (or of Century
Communications Corp., a Texas corporation ('Century-Texas'), the Company's
predecessor in interest and now its wholly-owned subsidiary), his or her
principal occupation, other business experience during the last five years,
other directorships in publicly-held corporations and ownership of shares of
Class A Common Stock and Class B Common Stock of the Company as of September 9,
1996.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- -------------------------------------- --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
Bernard P. Gallagher ................. Mr. Gallagher has been the Class A: 691,678(7) 2.4%
Age: 49 President and Chief Operating
Director since 1990 Officer of the Company since
October 1989. He has been
Chairman of the Board and Chief
Executive Officer of Centennial
Cellular Corp., a majority-owned
subsidiary of the Company engaged
in the cellular telephone and PCS
business ('Centennial'), since
August 1991 and director of
Centennial since March 1991. From
February 1990 to August 1991, Mr.
Gallagher was President and Chief
Operating Officer of Centennial.
From 1979 to October 1989, he
served in various financial and
executive capacities at Comcast
Corporation, a cable television
and cellular telephone company,
and its subsidiaries, including
Vice President and Treasurer from
November 1984 to October 1989.

William M. Kraus(2)(3)(4)(5) ......... Mr. Kraus is the Chairman of Class A: 4,091(8) *
Age: 70 Kraus Sikes, Inc., a publishing
Director since 1986 company, and has been such since
Nominee for Class A Director 1985. From 1983 to 1985, he was a
Vice President of The Equitable
Life Assurance Society of the
United States. From 1979 to 1983,
Mr. Kraus held positions as the
Secretary of the Department of
Development of the State of
Wisconsin and as Assistant to the
Governor of the State of
Wisconsin. Mr. Kraus has been a
director of Centennial since
August 1991.
</TABLE>

Scott N. Schneider ................... Mr. Schneider has been Senior Class A: 238,814(10) *
Age: 38 Vice President and Treasurer of
Director since 1994 the Company since June 26, 1991,
and has been an Assistant
Secretary of the Company since
October 1986. He was a Vice
President of the Company from
October 1986 to June 25, 1991 and
was Controller of the Company
from December 1985 to June 25,
1991. He was Controller of
Century-Texas from December 1982
to December 1985. Mr. Schneider
has also been Senior Vice
President, Chief Financial
Officer and Treasurer of
Centennial since August 1991. He
was a Vice President and
Controller of Centennial from the
date of its incorporation in 1988
to August 1991. Mr. Schneider has
been a director of Centennial
since August 1991.
</TABLE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- -------------------------------------- --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
Robert D. Siff(4) .................... Since April 1987, Mr. Siff has Class A: 4,895(8) *
Age: 72 been an independent consul-
Director since 1987 tant providing managerial
consulting services. From April
1987 to March 1990, Mr. Siff was
also Executive Vice President and
head of commercial banking at
Chittenden Bank, Burlington,
Vermont. From 1983 to April 1987,
he was Chief Credit Policy
Officer and Executive Vice
President of CoreStates Financial
Corp. and from 1976 to 1983 he
was an Executive Vice President
of Philadelphia National Bank in
charge of commercial, corre-
spondent and international
business. Mr. Siff serves as a
member of the Board of Directors
of Citizens.

Peter J. Solomon(3)(4) ............... Mr. Solomon has been Chairman of Class A: 67,004(8) *
Age: 58 Peter J. Solomon Company Limited,
Director since 1987 an investment banking company,
since May 1989. From 1985 to May
1989, he was a Vice Chairman and
a member of the Board of
Directors of Shearson Lehman
Hutton Inc. and its pre-
decessor organizations. From 1981
to 1985, he was a Managing
Director of Shearson Lehman
Brothers Inc. and its predecessor
organizations. Mr. Solomon is
also a director of Charrette
Corporation, Culbro Corporation,
Monro Muffler/Brake, Inc., Office
Depot, Inc. and Phillips
VanHeusen Corporation. Mr.
Solomon has been a director of
Centennial since December 1991.
</TABLE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) OF CLASS
- -------------------------------------- --------------------------------- -------------------- --------
<S> <C> <C> <C> <C>
Andrew Tow ........................... Andrew Tow has been an Executive Class A: 194,032(11) *
Age: 37 Vice President of the Company
Director since 1992 since February 1996. During
fiscal 1996, Mr. Tow lived and
worked in Australia overseeing
the Company's investment in the
pay television business in that
country. From 1991 to 1996, Mr.
Tow was Senior Vice President of
the Company and President of the
Century Cable Television
Division. He was a Vice President
of the Company from August 1989
to June 1991. He has been
involved in the operations of the
Company since its incorporation
in December 1985 and with
Century-Texas since October 1984.
Andrew Tow is the son of Leonard
and Claire Tow.

Claire L. Tow ........................ Mrs. Tow has been a Senior Vice Class A: 709,850(12) 2.4%
Age: 66 President of the Company since Class B: 42,297,059(13) 93.7
Director since 1988 August 1992 and was a Vice (14)(15)
President of the Company from
February 1988 to August 1992. She
has been involved in the
operations of the Company since
its incorporation in December
1985 and in the operations of
Century-Texas since its organiza-
tion. Mrs. Tow has served as a
director of Citizens since June
1993. Claire Tow is the wife of
Leonard Tow and the mother of
Andrew Tow.
</TABLE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES PERCENT
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY OF CLASS
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS OWNED(6) -
- -------------------------------------- --------------------------------- --------------------
<S> <C> <C> <C> <C>
Leonard Tow(3) ....................... Mr. Tow has been the Chairman of Class A: 709,850(16) 2.4%
Age: 68 the Board of Directors since Class B: 42,297,059(13) 93.7
Director since 1973 1989, and has been the Chief (14)(15)
Executive Officer and Chief
Financial Officer of the Company
since its incorporation and of
Century-Texas since its
organization in 1973 through
December 1985. Mr. Tow also
served as the President and Chief
Operating Officer of the Company
from the date of its incorpo-
ration to October 1989, and of
Century-Texas from its or-
ganization in 1973 through
December 1985. He has been active
in the cable television industry
for 30 years. Mr. Tow has served
as the Chairman of the Board,
Chief Executive Officer and Chief
Financial Officer of Citizens,
1.94% of the stock of which is
owned by the Company, since 1990.
He holds a Ph.D. from Columbia
University and is the husband of
Claire Tow and the father of
Andrew Tow.
</TABLE>

- ------------

* Less than 1%.

(1) Year that the nominee first became a director of the Company or, if before
December 5, 1985, of Century-Texas.

(2) Member of the Compensation Committee.

(3) Member of the Executive Committee.

(4) Member of the Audit Committee.

(5) Member of the Employee Stock Option and Equity Plan Committee.

(6) As used in this table, 'beneficial ownership' means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
'beneficial ownership' of any security that such person has the right to
acquire within 60 days after such date.

(footnotes continued on next page)

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(footnotes continued from previous page)

(7) Consists of 185,744 shares as to which Mr. Gallagher is the record and
beneficial holder, 102,324 shares granted to Mr. Gallagher under the
Company's 1992 Management Equity Incentive Plan (the 'Equity Plan') and
403,610 shares that Mr. Gallagher has the right to acquire pursuant to
stock option grants under the Company's 1985 Employee Stock Option Plan
(the '1985 Option Plan'). Does not include 92 shares of Class A Common
Stock of which Mr. Gallagher's wife is the beneficial owner and in which
Mr. Gallagher disclaims any beneficial interest.

(8) Includes 200 shares that may be acquired pursuant to stock option grants
under the Company's 1993 Non-Employee Directors' Option Plan.

(9) Consists of 34,946 shares as to which Mr. Rosensweig is the record and
beneficial holder, 8,910 shares granted to Mr. Rosensweig under the Equity
Plan and 2,481 shares that Mr. Rosensweig has the right to acquire pursuant
to stock option grants under the 1985 Option Plan.

(10) Consists of 78,818 shares directly owned by Mr. Schneider, 60,160 shares
granted to Mr. Schneider under the Equity Plan and 99,836 shares that Mr.
Schneider has the right to acquire pursuant to stock option grants under
the 1985 Option Plan.

(11) Consists of 33,809 shares directly owned by Andrew Tow, 43,160 shares
granted to Andrew Tow under the Equity Plan and 117,063 shares that Andrew
Tow has the right to acquire pursuant to stock option grants under the 1985
Option Plan.

(12) Consists of 11,856 shares of which Claire L. Tow is the record and
beneficial holder, 8,910 shares granted to Claire L. Tow under the Equity
Plan and 24,890 shares that Claire L. Tow has the right to acquire pursuant
to stock option grants under the 1985 Option Plan. Includes the 664,194
shares set forth in (16) below beneficially owned solely by Leonard Tow, as
to which shares she disclaims beneficial ownership.

(13) By virtue of the definition of 'beneficial ownership,' each person who owns
shares of Class B Common Stock, which is convertible at any time into Class
A Common Stock, is deemed to own an equal number of shares of Class A
Common Stock. Thus, Leonard Tow, Claire L. Tow and all directors, nominees
for director and executive officers as a group are deemed to be beneficial
owners, respectively, of 43,006,909, 43,006,909 and 44,526,396 shares of
Class A Common Stock. As a percent of Class A Common Stock, assuming all
shares of Class B Common Stock have been so converted by the above-named
persons, this ownership by the above-named persons is deemed to be 60.3%,
60.3% and 62.4%, respectively.

(14) Consists of 2,813,365 shares of Class B Common Stock as to which Mrs. Tow
has sole voting and investment power, and 20,537,599 shares of Class B
Common Stock as to which she shares voting and investment power. Includes
the 18,946,095 shares set forth in (17) below beneficially owned solely by
Mr. Tow, as to which shares she disclaims beneficial ownership.

(15) By virtue of the definition of 'beneficial ownership,' substantial
duplication is involved in the beneficial ownership of shares listed for
these shareholders. Eliminating duplication in the table, Mr. Tow owns of
record and beneficially 18,946,095 shares of Class B Common Stock, Mr. Tow
and Mrs. Tow jointly own of record and beneficially 20,537,599 shares of
Class B Common Stock as trustees for the benefit of Mrs. Tow and their
adult children, and Mrs. Tow owns of record and

(footnotes continued on next page)

<PAGE>
<PAGE>
(footnotes continued from previous page)
beneficially 2,813,365 shares of Class B Common Stock as trustee for the
benefit of their adult children.

(16) Consists of 33,030 shares of which Leonard Tow is the record and beneficial
holder, 134,815 shares granted to Leonard Tow under the Equity Plan and
496,349 shares that Leonard Tow has the right to acquire pursuant to stock
option grants under the 1985 Option Plan. Includes the 45,656 shares set
forth in (12) above beneficially owned solely by Claire L. Tow, as to which
shares he disclaims beneficial ownership.

(17) Consists of 18,946,095 shares of Class B Common Stock as to which Mr. Tow
has sole voting and investment power, and 20,537,599 shares of Class B
Common Stock as to which he shares voting and investment power. Includes
the 2,813,365 shares set forth in (14) above beneficially owned solely by
Mrs. Tow, as to which shares he disclaims beneficial ownership.

COMMITTEES AND MEETINGS OF THE BOARD

The Board of Directors met six times and acted three times by unanimous
written consent during the fiscal year ended May 31, 1996. Each director
attended at least 75% of the total number of meetings of the Board of Directors
and the committees of which said director was a member, except for Andrew Tow.

The Executive Committee, whose members are noted above, is empowered,
except as limited by the laws of the State of New Jersey, to function with the
full power of the Board of Directors when the Board is not meeting. The
Executive Committee did not meet during the fiscal year ended May 31, 1996.

The Audit Committee, whose members are noted above, recommends to the Board
of Directors the independent auditors to be selected for the Company and reviews
the following matters with the independent auditors: scope and results of the
independent audits, corporate accounting, internal accounting control
procedures, adequacy and appropriateness of financial reporting to shareholders,
and such other related matters as the Audit Committee considers to be
appropriate. The Audit Committee met twice during the fiscal year ended May 31,
1996.

The Compensation Committee, whose members are noted above, makes
recommendations to the Board of Directors concerning the salary and certain
other forms of compensation for the Company's Chief Executive and Chief
Financial Officer and sets the salary and bonus compensation of the President
and Chief Operating Officer, the Executive Vice President, the Senior Vice
President and Treasurer, the Senior Vice President and President of the Cable
Television Division and certain other members of senior management. The
Compensation Committee also administers the Employee Stock Purchase Plan,
Incentive Award Plan and 1985 Stock Equivalent Plan. The Compensation Committee
determines the participants and selects the recipients of awards or units under
each plan and the amount and terms of compensation granted under each plan. The
Compensation Committee met six times during the fiscal year ended May 31, 1996.

The Employee Stock Option and Equity Plan Committee, whose members are
noted above, administers the 1985 Option Plan and the 1994 Option Plan (together
the 'Option Plans') and the Equity Plan. The Employee Stock Option and Equity
Plan Committee determines the recipients of options under the Option Plans and
the provisions of options granted under such plans, including the

<PAGE>
<PAGE>
option prices, terms and number of shares subject to option. The Employee Stock
Option and Equity Plan Committee determines the recipients of awards under the
Equity Plan and under the Company's 1994 Employee Stock Option Plan and the
terms and conditions of each award. The Employee Stock Option and Equity Plan
Committee met seven times and acted 19 times by unanimous written consent during
the fiscal year ended May 31, 1996.

The Company has not designated a nominating committee or other committee
performing a similar function. Such matters are discussed by the Board as a
whole.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to
compensation awarded to, earned by or paid to the Company's Chief Executive
Officer and each of the other four most highly compensated executive officers of
the Company (based on amounts reported as salary and bonus for fiscal 1996) for
each of the Company's last three fiscal years (collectively the 'Named
Executives').

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------------
AWARDS
ANNUAL COMPENSATION ---------------------------
------------------------------------------ SHARES PAYOUTS
OTHER RESTRICTED UNDERLYING ----------
FISCAL ANNUAL STOCK OPTIONS/ LTIP
NAME/PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) COMPENSATION AWARD(S)($) SARS(#) PAYOUTS($)
- ------------------------- ------ ------------ -------- ------------ ------------ ---------- ----------

<S> <C> <C> <C> <C> <C> <C> <C>
Leonard Tow 1996 $2,104,000 $ 0 $285,713(14) $708,750(2) 275,000(13) --
Chairman of the Board 1995 1,885,236 0 200,000(14) 291,176(15) 0 --
of Directors, Chief 1994 1,837,750 375,000 221,790(14) 0 0 --
Executive Officer and
Chief Finanical Officer

Bernard P. Gallagher 1996 422,874 200,000 12,773(9) 406,250(2) 150,000(13) --
President and Chief 1995 414,410 0 3,876(9) 253,125(3) 75,000(5) --
Operating Officer 1994 382,588 0 2,500(9) 798,750(4) 100,000(6) --

Andrew Tow 1996 348,000 0 10,717(9) 0 0 --
Executive Vice 1995 274,509 0 10,318(9) 126,563(3) 25,000(5) --
President 1994 215,333 100,000 10,000(9) 310,625(4) 50,000(6) --

Scott N. Schneider 1996 267,539 100,000 -- 203,125(2) 75,000(13) --
Senior Vice President 1995 230,000 0 -- 126,563(3) 50,000(5) --
and Treasurer 1994 189,583 74,000 -- 221,875(4) 40,000(6) 30,000(7)

Daniel E. Gold 1996 227,343 100,000 -- 203,125(2) 75,000(13) --
Senior Vice President 1995 87,724 95,000 -- 116,625(3) 50,000(5) --
and President of 1994 140,000 0 -- -- -- --
Century Cable
Television Division

<CAPTION>
ALL OTHER
NAME/PRINCIPAL POSITION COMPENSATION($)
- ------------------------- ---------------
<S> <C>
Leonard Tow $ 1,584,020(8)
Chairman of the Board 1,549,920(8)
of Directors, Chief 1,558,217(8)
Executive Officer and
Chief Finanical Officer
Bernard P. Gallagher 4,740(10)
President and Chief 4,620(11)
Operating Officer 5,434(12)
Andrew Tow 4,938(10)
Executive Vice 4,838(11)
President 4,943(12)
Scott N. Schneider 3,531(10)
Senior Vice President 4,468(11)
and Treasurer 4,215(12)
Daniel E. Gold 3,726(10)
Senior Vice President 2,075(11)
and President of 4,153(12)
Century Cable
Television Division
</TABLE>

- ------------

(1) Includes for Mr. Leonard Tow, Mr. Gallagher, Mr. Andrew Tow and Mr.
Schneider directors' fees of $18,000, $33,750, $15,000 and $36,750,
respectively, paid by the Company in connection with services, in the case
of Mr. Leonard Tow, Mr. Gallagher, Mr. Andrew Tow and Mr. Schneider, on the
Board of Directors of the Company, and in the case of Mr. Gallagher and Mr.
Schneider, on the Board of Directors of Centennial, in fiscal 1996; and
includes for Mr. Leonard Tow, Mr. Gallagher, Mr. Andrew Tow and Mr.
Schneider directors' fees of $17,500, $32,500, $17,250 and $27,750,
respectively, paid by the Company in connection with services, in the case
of Mr. Leonard Tow, Mr.

(footnotes continued on next page)

<PAGE>
<PAGE>
(footnotes continued from previous page)
Gallagher, Mr. Andrew Tow and Mr. Schneider, on the Board of Directors of
the Company and, in the case of Mr. Gallagher and Mr. Schneider, on the
Board of Directors of Centennial, in fiscal 1995; and includes for Mr.
Leonard Tow, Mr. Gallagher, Mr. Andrew Tow and Mr. Schneider directors'
fees of $19,500, $36,750, $19,500 and $18,750, respectively, paid by the
Company in connection with services, in the case of Mr. Leonard Tow, Mr.
Gallagher and Mr. Andrew Tow, on the Board of Directors of the Company and,
in the case of Mr. Gallagher and Mr. Schneider, on the Board of Directors
of Centennial, in fiscal 1994.

(2) The value indicated is based on the closing price of the Class A Common
Stock on August 28, 1996, the date of the grant, except for Mr. Tow, in
which case the value indicated is based on the closing price of the Class A
Common Stock on September 3, 1996, the date of the grant to Mr. Tow. The
aggregate number and value (based on the closing price of the Class A
Common Stock at May 31, 1996, the last trading day of fiscal 1996) of the
restricted shares assuming such shares had been issued and held by the
Named Executives at May 31, 1996 was: Mr. Tow -- 90,000, $844,875; Mr.
Gallagher -- 50,000, $469,375; Mr. Gold -- 25,000, $234,687; and Mr.
Schneider -- 25,000, $234,687. The restrictions on transferability lapse as
to 20% of the total shares awarded on each anniversary date of the date of
grant (except in the case of Mr. Tow) and earlier in the event the award
recipient retires after reaching 65 years of age, dies or becomes disabled
or if the Compensation Committee elects to terminate the restrictions on
transfer that are otherwise applicable. The restrictions on transferability
lapse as to all of the shares awarded to Mr. Tow on September 3, 2001 and
earlier in the event he dies or become disabled or if the Compensation
Committee elects to terminate the restrictions on transfer that are
otherwise applicable. The award receipients have the right to receive
dividends and other distributions paid on the shares of restricted stock.

(3) The value indicated is based on the closing price of the Class A Common
Stock on September 18, 1995, the date of grant. The aggregate number and
value (based on the closing price of the Class A Common Stock at May 31,
1996, the last trading day of fiscal 1996) of the restricted shares
assuming such shares had been issued and held by the Named Executives at
May 31, 1996 was: Mr. Gallagher -- 12,500, $117,344; Andrew Tow -- 6,250,
$58,671; and Mr. Schneider -- 6,250, $58,671. The restrictions on
transferability lapse as to 50% of the total shares awarded on March 19,
1996 and 50% of the total shares awarded on July 2, 1996. With respect to
Mr. Gold, the value indicated is based upon the closing price of the Class
A Common Stock on January 23, 1995, the date of grant under the Equity
Plan. The aggregate number and value (based upon the closing price of the
Class A Common Stock at May 31, 1996, the last trading day of fiscal 1996)
of the restricted shares held was 12,000 shares and $112,650.

(4) The value indicated is based on the closing price of the Class A Common
Stock on August 17, 1994, the date of grant under the Equity Plan. The
aggregate number and value (based on the closing price of the Class A
Common Stock at May 31, 1996, the last trading day of fiscal 1996) of the
restricted shares held by the Named Executives at May 31, 1996 was: Mr.
Gallagher -- 72,000, $675,900; Andrew Tow -- 20,000, $187,750; and Mr.
Schneider -- 20,000, $187,750. The restrictions on transferability lapse as
to 20% of the total shares awarded on each anniversary date of the date of
grant and earlier in the event the award recipient retires after reaching
65 years of age, dies or becomes disabled or if the Compensation Committee
elects to terminate the restrictions on transfer

(footnotes continued on next page)

<PAGE>
<PAGE>
(footnotes continued from previous page)
that are otherwise applicable. The award recipient has the right to receive
dividends and other distributions paid on the shares of restricted stock.

(5) Options to acquire shares of the Company's Class A Common Stock granted
under the 1985 Option Plan in December 1994 with respect to fiscal 1995.

(6) Options to acquire shares of the Company's Class A Common Stock granted
under the 1985 Option Plan in August 1994 with respect to fiscal 1994.

(7) Consists of amounts earned in fiscal 1994 in respect of a $300,000 award
made to Mr. Schneider in 1985 under the Company's Incentive Award Plan,
which award was payable in equal annual installments on January 1 of the
ten succeeding years after the award was made.

(8) Consists of life insurance premiums paid on behalf of Leonard Tow and his
wife on the split-dollar life insurance agreement that is described below
under 'Life Insurance Agreement.' The Company will be reimbursed for the
total life insurance premiums paid upon the death of the last to die of
Leonard Tow and his wife.

(9) Includes $12,773 and $10,717, respectively, for Mr. Gallagher and Mr.
Andrew Tow, representing interest that would have been paid on the amounts
during the year under the interest-free loans made to such persons by the
Company if interest had been accrued at the rate of 5% per year in fiscal
1996; $3,876 and $10,318, respectively, for Mr. Gallagher and Mr. Andrew
Tow, representing interest that would have been paid on the amounts during
the year under the interest-free loans made to such persons by the Company
if interest had been accrued at the rate of 5% per year in fiscal 1995; and
$2,500 and $10,000, respectively, for Mr. Gallagher and Mr. Andrew Tow,
representing interest that would have been paid on the amounts outstanding
during the year under the interest-free loans made to such persons by the
Company if interest had been accrued at the rate of 5% per year in fiscal
1994.

(10) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1996 under the Company's Retirement Investment
Plan.

(11) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1995 under the Company's Retirement Investment
Plan.

(12) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1994 under the Company's Retirement Investment
Plan.

(13) Options to acquire shares of the Company's Class A Common Stock granted
under the 1994 Option Plan in July 1996 with respect to fiscal 1996.

(14) Includes for Leonard Tow reimbursement for income and gift taxes attributed
to him and his wife as a result of the split-dollar life insurance
agreement that is described below under 'Life Insurance Agreement.'

(15) The value indicated is based on the closing price of the Class A Common
Stock on August 29, 1996, the date of the grant. The aggregate number and
value (based on the closing price of the Class A Common Stock at May 31,
1996, the last trading day of fiscal 1996) of the restricted shares
assuming such shares had been issued and held by Mr. Tow at May 31, 1996
was: 36,397 shares, $341,677. The restrictions on transferability lapse as
to all of the shares awarded to Mr. Tow on

(footnotes continued on next page)

<PAGE>
<PAGE>
(footnotes continued from previous page)
August 29, 2001 and earlier in the event he dies or become disabled or if
the Compensation Committee elects to terminate the restrictions on transfer
that are otherwise applicable. Mr. Tow has the right to receive dividends
and other distributions paid on the shares of restricted stock.

EMPLOYMENT AGREEMENTS

Leonard Tow is employed as the Company's Chief Executive Officer and,
unless he agrees to the designation of another person, as its Chief Financial
Officer until June 30, 1998 pursuant to an employment agreement with the
Company. For his services, Mr. Tow receives an annual Base Salary (as defined)
as of July 1, 1991 of $1,750,000, increased each year, beginning July 1, 1992,
by the percentage increase in the Consumer Price Index for the United States for
such year over such index for the last month of the preceding year. The
employment agreement provides that for the five-year period beginning July 1,
1998, Mr. Tow will act as a consultant and advisor to the Company at an annual
compensation equal to 25% of his total compensation for the immediately
preceding year and that Mr. Tow will be the highest ranking officer of the
Company and a director at all times during the term of the employment agreement.
Additionally, the employment agreement permits the granting of bonuses to Mr.
Tow at the discretion of the Board of Directors and grants Mr. Tow certain
rights to have the Company register all of his and his family members' shares of
Common Stock at any time prior to July 1, 2003.

Under the employment agreement, Mr. Tow's employment terminates upon his
death or permanent disability for 12 consecutive months, in which case Mr. Tow
or his estate, as the case may be, will receive an amount equal to three times
the annual salary to which Mr. Tow was entitled in the year of termination. If
at any time Mr. Tow is removed from an office without his consent or if the
Company's principal offices are moved from Fairfield County, Connecticut or the
New York metropolitan area, he will have the right to terminate the employment
agreement, in which case Mr. Tow will be entitled to continue to receive all
salary and other payments and benefits under the employment agreement that he
would have received or, at his option, the then present value of all such
payments and benefits.

Mr. Tow also serves as Chairman of the Board, Chief Executive Officer and
Chief Financial Officer of Citizens. The Board of Directors of the Company has
approved such service. Mr. Tow receives additional compensation from Citizens
for serving in such capacities.

Effective January 1, 1994, the Company entered into employment agreements
with certain members of senior management including three of its executive
officers: Bernard P. Gallagher, President and Chief Operating Officer, Andrew
Tow, Executive Vice President, and Scott N. Schneider, Senior Vice President and
Treasurer. Effective January 1, 1995, the Company entered into an employment
agreement with Daniel Gold, Senior Vice President. A summary of each employment
agreement is set forth below.

The agreement between the Company and Mr. Gallagher provides for the
employment by the Company of Mr. Gallagher as its chief operating officer for a
term of three years commencing on January 1, 1994. The base salary provided for
in the agreement is $375,000 per year, subject to annual increases based upon
the percentage increase in the United States Labor Department consumer price
index. Mr. Gallagher is also eligible to receive a cash bonus or any award or
grant of stock options, shares of the Company's stock, or any other incentive or
stock related awards awarded or granted by the Board of Directors of the Company
or the applicable committee thereof. The agreement also

<PAGE>
<PAGE>
provides that the Company will provide Mr. Gallagher with an automobile for his
use in the performance of his duties. In the event of Mr. Gallagher's death
during the term of the agreement, payments of the base salary shall continue to
be made for the balance of the term, and in the event of Mr. Gallagher's
permanent disability during such term, payments of the base salary shall
continue for the balance of the term or twelve months, whichever is longer. If
the agreement is terminated without 'cause' (as defined in the agreement) by the
Company prior to the expiration of the term, Mr. Gallagher will receive the base
salary, an annual cash bonus for the remainder of the term equal to the most
recently awarded cash bonus, the opportunity to exercise any stock options for
the remainder of the original term of such options, whether or not fully
exercisable, and any restrictions on shares of stock previously issued to Mr.
Gallagher shall be deemed inoperative and of no further effect.

The agreement between the Company and Andrew Tow, effective as of January
1, 1994 and amended as of February 1, 1996, provides for the employment by the
Company of Andrew Tow, who is currently an Executive Vice President of the
Company, for a term of three years terminating on December 31, 1996. The base
salary provided for in the agreement, as amended, is $333,000 per year for that
time period during which Mr. Tow was living and working in Australia, overseeing
the Company's Australian investments. Upon return to the United States,
effective September 1, 1996, Mr. Tow's annual salary is $225,000 per year
subject to annual increases in the United States Labor Department consumer price
index. Andrew Tow is also eligible to receive a cash bonus or any award or grant
of stock options, shares of the Company's stock, or any other incentive or stock
related awards awarded or granted by the Board of Directors of the Company or
the applicable committee thereof. The agreement also provides that the Company
will provide Andrew Tow with an automobile for his use in the performance of his
duties. In the event of Andrew Tow's death during the term of the agreement,
payments of the base salary shall continue to be made for the balance of the
term and, in the event of Andrew Tow's permanent disability during such term,
payments of the base salary shall continue for the balance of the term or twelve
months, whichever is longer. If the agreement is terminated without 'cause' (as
defined in the agreement) by the Company prior to the expiration of the term,
Andrew Tow will receive the base salary, an annual cash bonus for the remainder
of the term equal to the most recently awarded cash bonus, and the opportunity
to exercise any stock options previously awarded, whether or not fully
exercisable. Andrew Tow is the son of Leonard and Claire Tow.

The agreement between the Company and Mr. Gold, dated as of January 1,
1995, provides for the employment by the Company of Mr. Gold as a Senior Vice
President of the Company. The term of the agreement commenced on January 23,
1995 and expires by its terms on December 31, 1997. The agreement provides for a
payment of $25,000 on signing and a base salary of $225,000 per year, subject to
annual increases based upon the percentage increase in the United States Labor
Department consumer price index. Mr. Gold is also eligible to receive a cash
bonus or any award or grant of stock options, shares of the Company's stock, or
any other incentive or stock related awards awarded or granted by the Board of
Directors of the Company or the applicable committee thereof. The agreement also
provides that the Company will provide Mr. Gold with an automobile for his use
in the performance of his duties. In the event of Mr. Gold's death during the
term of the agreement, payments of the base salary shall continue to be made for
the balance of the term and, in the event of Mr. Gold's permanent disability
during such term, payments of the base salary shall continue for the balance of
the term or twelve months, whichever is longer. If the agreement is terminated
without 'cause' (as defined in the agreement) by the Company prior to the
expiration of the term, Mr. Gold will receive the base salary, an annual cash
bonus for the remainder of the term equal to the most recently awarded cash
bonus, and the opportunity to exercise any stock options previously awarded,
whether or not fully

<PAGE>
<PAGE>
exercisable, and any restrictions on shares of stock previously issued to Mr.
Gold shall be deemed inoperative and of no further effect.

The agreement between the Company and Mr. Schneider provides for the
employment by the Company of Mr. Schneider as its chief accounting officer and
in charge of its accounting and financial affairs (which are not performed by or
the responsibility of Leonard Tow, the Company's chief financial officer) for a
term of three years commencing on January 1, 1994. The base salary provided for
in the agreement is $200,000 per year, subject to annual increases based upon
the percentage increase in the United States Labor Department consumer price
index. Mr. Schneider is also eligible to receive a cash bonus or any award or
grant of stock options, shares of the Company's stock, or any other incentive or
stock related awards awarded or granted by the Board of Directors of the Company
or the applicable committee thereof. The agreement also provides that the
Company will provide Mr. Schneider with an automobile for his use in the
performance of his duties. In the event of Mr. Schneider's death during the term
of the agreement, payments of the base salary shall continue to be made for the
balance of the term and, in the event of Mr. Schneider's permanent disability
during such term, payments of the base salary shall continue for the balance of
the term or twelve months, whichever is longer. If the agreement is terminated
without 'cause' (as defined in the agreement) by the Company prior to the
expiration of the term, Mr. Schneider will receive the base salary, an annual
cash bonus for the remainder of the term equal to the most recently awarded cash
bonus, and the opportunity to exercise any stock options previously awarded,
whether or not fully exercisable, and any restrictions on shares of stock
previously issued to Mr. Schneider shall be deemed inoperative and of no further
effect.

LIFE INSURANCE AGREEMENT

The Company's Chairman, Chief Executive and Chief Financial Officer,
Leonard Tow, as of September 9, 1996, is the owner and holder of 19,113,940
shares of the Company's Common Stock. The Company has been advised that on the
death of the last to die of Leonard Tow and his wife Claire L. Tow (a director
and a Senior Vice President of the Company) the estate of such last to die may
be required to publicly sell all or substantially all of such shares to satisfy
estate tax obligations. The public sale of such number of shares in all
probability would destabilize the market for the Company's publicly traded
stock. Accordingly, in July 1992 an agreement was entered into (commonly known
as a split-dollar life insurance agreement) under the terms of which the Company
will pay (i) the premiums for certain survivorship life insurance policies with
an aggregate face value of $80,000,000 on the lives of Dr. and Mrs. Tow and (ii)
the amount of taxes attributed to Leonard and Claire Tow as a result of the
arrangement. Insurance benefits become payable when both have died, and the
Company will have an interest in the insurance benefits equal to the amount of
premiums it has paid with the balance payable to a trust created by Leonard Tow
(the 'Trust').

The Trust has also obtained insurance payable on the first-to-die of
Leonard and Claire Tow. The premiums are paid and taxes are reimbursed in a
manner similar to that described above for the last-to-die insurance. The
proceeds of the first-to-die insurance policy will be paid to the Company to the
extent of the total premiums previously paid on such policy by the Company and
the balance and any income earned thereon, until the same is exhausted, will be
paid to the Trust and used by it to pay the term life insurance portion of the
premiums of the last-to-die insurance, thereby reducing the continuing cash
outlay by the Company on the last-to-die insurance.

<PAGE>
<PAGE>
STOCK OPTIONS

The table below contains information concerning options granted to each of
the Named Executives in fiscal 1997 with respect to fiscal 1996.

OPTIONS/SAR GRANTS WITH RESPECT TO FISCAL 1996

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ---------------------------------------------------------------------------------------------------- VALUE
% OF TOTAL AT ASSUMED ANNUAL
OPTIONS/SARS RATES OF STOCK PRICE
NUMBER OF GRANTED TO APPRECIATION FOR
SECURITIES EMPLOYEES OPTION
UNDERLYING WITH RESPECT EXERCISE TERM(2)
OPTIONS/SARS TO FISCAL PRICE EXPIRATION ----------------------
NAME GRANTED(#) 1996(1) ($ /SH) DATE 5%($) 10%($)
- ------------------------------------------ ------------ ------------ -------- -------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Leonard Tow............................... 275,000(3) 20.4% $7.425 July 24, 2001 $565,125 $1,247,125
Bernard P. Gallagher...................... 150,000(3) 11.1 6.75 July 24, 2006 637,500 1,614,000
Andrew Tow................................ 0 -- -- -- -- --
Scott N. Schneider........................ 75,000(3) 5.6 6.75 July 24, 2006 318,750 807,000
Daniel E. Gold............................ 75,000(3) 5.6 6.75 July 24, 2006 318,750 807,000
</TABLE>

- ------------

(1) Such options become exercisable at a rate of 20% on the first, second,
third, fourth and fifth anniversaries of the date of the original grant. All
such options expire after the tenth anniversary of the date of the original
grant except for Mr. Tow, whose options expire on the fifth anniversary of
the date of the original grant.

(2) The information with respect to potential realizable value is presented in
accordance with the requirements of the Commission and is not necessarily
indicative of the actual value that such options will have to the Named
Executives. In order to realize the potential values set forth in the 5% and
10% columns, the price per share of Class A Common Stock of the Company
would have to be $11.00 at the 5% annual rate and $17.51 at the 10% annual
rate, respectively, for Messrs. Gallagher, Schneider and Gold. For Mr. Tow,
the price used in computing potential realizable value was $9.48 and $11.96
at 5% and 10%, respectively.

(3) Options granted by the Company in fiscal 1997 with respect to fiscal 1996
under the 1994 Option Plan.

<PAGE>
<PAGE>
The table below summarizes the exercise of stock options during fiscal 1996
by the Named Executives and provides information as to the unexercised stock
options held by them at the end of the fiscal year.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1996
AND FISCAL YEAR-END 1996 OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
MAY 31, 1996(#)(2) MAY 31, 1996($)(2)
------------------ ------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($)(2) UNEXERCISABLE UNEXERCISABLE
- ------------------------------- --------------- -------------- ------------------ ------------------

<S> <C> <C> <C> <C>
Leonard Tow.................... 0 $ 0 469,349/124,087(3) $39,480/$9,870(3)
116,298(1) 1,845,067(1) 85,296/21,324(4) 42,648/10,662(4)

Bernard P. Gallagher........... 72,480 488,294 403,610/206,613(3) 975,243/247,081(3)
46,521(1) 734,178(1) 403,610/206,613(4) 389,790/260,520(4)

Andrew Tow(5).................. 16,104 91,153 117,063/117,445(3) 212,881/101,942(3)
3,102(1) 48,825(1) 10,331/25,331(4) 44,900/63,650(4)

Scott N. Schneider............. 16,875 114,102 99,836/105,722(3) 415,620/164,471(3)
58,149(1) 878,922(1) 35,589/48,530(4) 198,020/111,842(4)

Daniel E. Gold................. -- -- 37,300/97,791(3) 70,144/160,358(3)
</TABLE>

- ------------

(1) Reflects the number and value of shares acquired on exercise of options to
purchase Class A Common Stock of Centennial during fiscal 1996.

(2) Calculated by determining the difference between the exercise price and the
closing price on the exercise date or May 31, 1996, as the case may be.

(3) Reflects the number and value of unexercised options to purchase Class A
Common Stock of the Company held by each of the Named Executives at May 31,
1996.

(4) Reflects the number and value of unexercised options to purchase Class A
Common Stock of Centennial held by each of the Named Executives at May 31,
1996.

(5) Includes shares owned by his spouse.

DIRECTOR COMPENSATION

The Company's Directors each received quarterly retainers of $3,000 plus a
uniform fee of $750 for each board and committee meeting attended during the
1996 fiscal year. In addition, annually, beginning in 1994 on the date of the
meeting of Directors held on the same date as the shareholder's meeting, each
Director who is neither an employee nor an officer of the Company is entitled to
receive an option to acquire 1,000 shares of the Company's Class A Common Stock
under the Company's 1993 Non-

<PAGE>
<PAGE>
Employee Directors' Stock Option Plan. The Company believes that such
compensation is consistent with compensation paid to directors in comparable
public companies.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 1996, the members of the Compensation Committee were David Z.
Rosensweig and William M. Kraus. Mr. Rosensweig also serves as Secretary of the
Company and Century-Texas. Mr. Rosensweig is a member of Leavy Rosensweig &
Hyman, which acts as general counsel to the Company and Centennial. During
fiscal 1996, the Company and Centennial paid a total of approximately $1,772,000
and $518,000, respectively, for legal services and disbursements to Leavy
Rosensweig & Hyman.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company is committed to being a premier provider of cable television,
cellular telephone and related telecommunications services. To support this
objective and to compete in these dynamic businesses, the Company must attract,
retain and motivate quality executive talent. The Compensation Committee makes
recommendations to the Board of Directors with respect to the base salary and
cash bonus compensation to be paid to the Company's Chief Executive and Chief
Financial Officer. The Compensation Committee determines the base salary and
cash bonus compensation to be paid to the President and Chief Operating Officer,
the Executive Vice President, the Senior Vice President and President of the
Cable Television Division and the Senior Vice President and Treasurer, in
addition to other members of senior management. The Stock Option and Equity Plan
Committee administers the option plans and the Equity Plan. This committee from
time to time makes equity-based grants or awards in accordance with the terms of
such plans.

The Compensation Committee awarded cash bonuses for the year ended May 31,
1996 to Bernard P. Gallagher, President and Chief Operating Officer, Scott N.
Schneider, Senior Vice President and Treasurer, and Daniel Gold, Senior Vice
President and President of the Company's cable television division in the
respective amounts of $200,000, $100,000 and $100,000. The awards to Messrs.
Schneider and Gold were based on the recommendations of the Chief Executive
Officer and the Chief Operating Officer while the award to Bernard P. Gallagher,
the Chief Operating Officer, was based on the recommendation of the Chief
Executive Officer, in each instance taking into account the performance of the
Company.

Leonard Tow is both the Chief Executive and Chief Financial Officer of the
Company. His base salary, $1,945,000 ($1,750,000 plus cost of living
adjustments), which constituted the bulk of his cash compensation for the 1996
fiscal year, is set by employment agreement with the Company approved by the
Board of Directors and entered into on February 11, 1986 and amended on July 1,
1991 and expiring on June 30, 1998. See 'Employment Agreements.' No bonus has
yet been paid to Mr. Tow for services rendered in fiscal 1996, but 90,000
restricted shares and options to purchase 275,000 shares of Class A Common Stock
were awarded to Mr. Tow under the Equity Plan and the 1994 Option Plan,
respectively.

The bonus paid to Mr. Tow for services rendered in fiscal 1995 was not in
excess of the amount paid in the preceding year, but was paid in shares of the
Company's stock (11,397 shares of Class A and 25,000 shares of Class B Common
Stock) rather than in cash as was the instance in the preceding fiscal

<PAGE>
<PAGE>
year. In setting this bonus, which was the Compensation Committee's
responsibility to recommend and the full Board of Directors' responsibility to
approve, the Compensation Committee and the Board of Directors, respectively,
took into account the Company's operations and financial position in light of
the effects of recent legislation and regulations promulgated by the FCC
pursuant to such legislation reducing and limiting rates charged by cable
television companies. The importance of Mr. Tow to the Company's strategic plans
for future growth and diversity was also considered.

The Compensation Committee believes that the bonus awarded to Mr. Tow for
fiscal 1995 is appropriate in the circumstances. The Committee noted that, with
the consent of the Board of Directors of the Company, Mr. Tow also holds senior
executive officerships in Citizens. The Compensation Committee also noted that
from December 1991 through May 31, 1995 no options were granted to the Chief
Executive Officer under the respective option plans of the Company and
Centennial and that from December 1992 to May 31, 1995 no grants of shares of
restricted stock were made under the Equity Plan to the Chief Executive Officer.
As noted above, for fiscal 1995, Leonard Tow received a bonus in the form of
shares of the Company's Common Stock, certain of which in the form of shares of
Class A Common Stock were awarded pursuant to the Equity Plan. Additionally, as
noted above, subsequent to fiscal 1996, Mr. Tow was awarded options to acquire
shares of the Company's Class A Common Stock pursuant to the 1994 Option Plan
for his performance in fiscal 1996.

The base salaries of each of Bernard P. Gallagher, Andrew Tow and Scott N.
Schneider are set in employment agreements which commenced on January 1, 1994
and expire by their respective terms on December 31, 1996. The base salary of
Daniel Gold, a Senior Vice President and President of the Company's cable
television division, is set in an employment agreement which commenced January
23, 1995 and expires December 24, 1997. See 'Employment Agreements.' The
agreements were approved by the full Board of Directors. The base salaries and
cash bonuses referenced above constitute the entire cash compensation paid to
these executives for fiscal 1996. In making its recommendations for the base
salaries contained in the employment agreements (other than the base salary of
Mr. Gold), the Compensation Committee retained the services of an independent
consulting firm and also took into consideration the recommendations of the
Chief Executive Officer. For Daniel Gold's base salary, the Compensation
Committee took into account the recommendations of the Chief Executive and Chief
Operating Officers. Messrs. Gallagher and Schneider also rendered and continue
to render services, without compensation, to Centennial pursuant to the Services
Agreement, dated August 30, 1991, as subsequently amended, between the Company
and Centennial. Mr. Gallagher serves as Chairman and Chief Executive Officer of
Centennial and Mr. Schneider as its Senior Vice President, Chief Financial
Officer and Treasurer. The Compensation Committee believes the compensation of
these Named Executives to be appropriate.

The Compensation Committee also administers the Company's Employee Stock
Purchase Plan, Incentive Award Plan and 1985 Stock Equivalent Plan and from time
to time makes grants in accordance with the terms of such plans. However, no
grants were made by the Compensation Committee under such plans in fiscal 1996.
The Compensation Committee does not generally administer the Company's
equity-based incentive plans. Rather, the Stock Option and Equity Plan Committee
has been charged with the administration of the Company's option plans, the 1985
Option Plan and the 1994 Option Plan and the Equity Plan. During fiscal 1996,
the Stock Option and Equity Plan Committee made grants of restricted stock under
the Equity Plan, and awards of options under the 1994 Option Plan, to Messrs.
Gallagher, Andrew Tow and Schneider. Subsequent to fiscal 1996, the Stock Option
and Equity Plan Committee made grants and awards under the Equity Plan and the
1994 Option Plan to

<PAGE>
<PAGE>
Messrs. Leonard Tow, Gallagher, Schneider and Gold. Further, subsequent to
fiscal 1996, an award under the Equity Plan of shares of Class A Common Stock
was made to Leonard Tow as part of his bonus for fiscal 1995, as referenced
above, and a grant was made to him under the 1994 Option Plan for fiscal 1996.
See Notes (2), (3), (4), (5), (6), (13) and (15) to the Summary Compensation
Table and 'Stock Options' above. These grants and awards were made in
consultation with the Compensation Committee and, in the instance of awards and
grants to other than Leonard Tow, after consultation by the Compensation
Committee with Mr. Tow.

Compensation Committee
William M. Kraus
David Z. Rosensweig

The Compensation Committee's recommendations for compensation for fiscal
1996 were accepted by the Board of Directors.

<PAGE>
<PAGE>
PERFORMANCE GRAPH

The following graph compares the total returns (assuming reinvestment of
dividends) on the Company's Class A Common Stock, the Nasdaq Stock Market -- US
Index (which currently includes the Company) and a peer group index consisting
of four corporations in the cable television business selected by the Company in
good faith. The corporations included in the peer group are Adelphia
Communications Co., Cablevision Systems Corp., TCA Cable TV Inc. and Jones
Intercable Inc. The graph assumes that each of the indices includes the
reinvestment of dividends, if any.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
CENTURY COMMUNICATIONS CORP., THE NASDAQ STOCK MARKET-US
INDEX AND A PEER GROUP

[PERFORMANCE GRAPH]

5/92 5/93 5/94 5/95 5/96

<S> <C> <C> <C> <C> <C>
Century Communications Corp. $ 99.0 $ 90.0 $ 97.0 $ 99.0 $ 120.0
Nasdaq Stock Market -- US Index $ 117.0 $ 141.0 $ 149.0 $ 177.0 $ 257.0
Peer Group $ 108.0 $ 135.0 $ 144.0 $ 165.0 $ 158.0
</TABLE>

<PAGE>
<PAGE>
BENEFICIAL OWNERSHIP BY MANAGEMENT

The following table sets forth, as of September 9, 1996, the information
regarding shares of the Company's Class A Common Stock beneficially owned by one
of the Named Executives and all Directors and executive officers as a group. See
'Election of Directors' for ownership by the Directors and the Named Executives
not listed below.

<TABLE>
<CAPTION>
TITLE OF SHARES OF STOCK PERCENT
NAME CLASS BENEFICIALLY OWNED OF CLASS
- -------------------------------------------------------------------- -------- ------------------ --------

<S> <C> <C> <C>
Daniel E. Gold...................................................... Class A 50,896(1) *
All directors and executive officers as a group (13 persons)........ Class A 2,229,337 7.7%
Class B 42,297,059 93.7%
</TABLE>

- ------------

* Less than 1%.

(1) Consists of 1,596 shares directly owned by Mr. Gold, 12,000 shares granted
to Mr. Gold under the Equity Plan and 37,300 shares that Mr. Gold has the
right to acquire pursuant to stock option grants under the 1985 Option Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company and Citizens have formed a joint venture, in which each of them
owns a 50% interest (the 'Joint Venture'), that owns and operates the cable
television systems serving the cities of Glendora, Monrovia, La Verne, San Dimas
and Bradbury, California and certain unincorporated areas of Los Angeles County,
California (the 'Glendora Systems'). The Glendora Systems were acquired on
September 30, 1994 for approximately $51,700,000. At May 31, 1996, the Glendora
Systems served an aggregate of approximately 28,300 primary basic subscribers.

The Joint Venture also owns and operates the cable television systems
serving the cities of Chino and Chino Hills, California and certain
unincorporated areas of Orange, Riverside and San Bernardino Counties in
California (the 'Chino Systems'). The Joint Venture acquired the assets relating
to the Chino Systems on December 1, 1995 for approximately $40,500,000, subject
to adjustment. At May 31, 1996, the Chino Systems served an aggregate of
approximately 21,000 primary basic subscribers.

On August 16, 1996, the Company entered into agreements to purchase (i) the
assets related to the cable television systems serving Oxnard and Walnut Valley,
California for an aggregate purchase price of approximately $104,000,000
(subject to adjustment), payable in cash, and (ii) the assets related to the
cable television system serving Yorba Linda, California for a purchase price of
approximately $36,000,000 (subject to adjustment), payable in cash. Effective
September 1, 1996, the Company assigned its rights and obligations under such
agreements to the Joint Venture. At May 31, 1996, the Oxnard and Walnut Valley
cable television systems served 40,764 and 18,763 equivalent basic subscribers,
respectively, and at July 31, 1996, the Yorba Linda cable television system
served 16,885 equivalent basic subscribers. The Joint Venture's obligation to
consummate these transactions under the agreements is subject to the
satisfaction of various closing conditions, including approval from the Federal
Communications Commission ('FCC') and other regulatory approvals. There can be
no assurance that the closing conditions will be satisfied. The Company
anticipates that the Joint Venture will complete these acquisitions during the
fourth quarter of the fiscal year ended May 31, 1997.

<PAGE>
<PAGE>
The Chino and Glendora Systems are, and the cable television systems to be
acquired pursuant to the pending acquisition described above, will be managed
for the Joint Venture by the Company pursuant to a written management agreement
which provides, inter alia, that the Company will be reimbursed by the Joint
Venture for services rendered directly by its employees and out-of-pocket
expenses.

On March 10, 1995, the Company purchased 20,000,000 shares of Class B
Common Stock from Sentry Insurance a Mutual Company ('Sentry Insurance') at an
aggregate price of $110,000,000 utilizing existing credit lines. Upon
acquisition, such shares were converted automatically to shares of Class A
Common Stock. Prior to the acquisition, 65,406,115 shares of Class B Common
Stock were outstanding, of which 23,134,056 were held by Sentry Insurance. As a
result of the stock purchase, the provisions of the Principal Stockholders'
Agreement between the holders of the Class B Common Stock, which provided that
Sentry Insurance would vote for up to two directors designated by Leonard and
Claire Tow and certain trusts for the benefit of members of the Tow family (the
'Tow Trusts') and that Leonard and Claire Tow and the Tow Trust would vote for
up to two directors designated by Sentry Insurance, became inapplicable.
Accordingly, Larry C. Ballard and Steven R. Boehlke resigned from the Board in
April 1995 and the Board was reduced from eleven members to nine in August 1995.

The above-described transactions were approved by a majority of the
Company's disinterested and independent directors.

The Company purchases health, life, property, casualty, surety bonds and
other insurance from Sentry Insurance and its affiliated companies. The Company
paid a total of approximately $10,155,000 for such insurance during the fiscal
year ended May 31, 1996.

Leavy Rosensweig & Hyman, of which David Z. Rosensweig is a member, acts as
general counsel to the Company and Centennial. See 'Executive Compensation and
Other Information -- Compensation Committee Interlocks and Insider
Participation.'

The Company believes that the transactions between it and Sentry Insurance,
Leavy Rosensweig & Hyman and the Joint Venture are on terms no less favorable to
the Company than would have been available from unaffiliated parties. The
Company will continue to apply its policy that any transaction between the
Company and any of its officers, directors and principal shareholders be on
terms no less favorable to the Company than would be obtainable at that time in
comparable transactions with unaffiliated parties.

During fiscal 1996, the Company made an aggregate of $389,828 of advances
to Bernard P. Gallagher, a Director and President and Chief Operating Officer of
the Company. The largest aggregate amount of indebtedness owing by Mr. Gallagher
to the Company during fiscal 1996 was $465,188, which was the aggregate amount
outstanding at May 31, 1996.

During fiscal 1996, the Company made an aggregate of $126,024 of advances
to Andrew Tow, a Director and an Executive Vice President of the Company. The
largest aggregate amount of indebtedness owing by Andrew Tow to the Company
during fiscal 1996 was $278,024, which was the aggregate amount outstanding at
May 31, 1996.

The foregoing advances were made on a demand basis and did not carry
interest.

<PAGE>
<PAGE>
PROPOSED RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected the firm of Deloitte & Touche, LLP,
independent accountants, to audit the accounts of the Company and its
subsidiaries for the fiscal year ending May 31, 1997. In accordance with the
Company's policy of seeking annual shareholder ratification of the selection of
auditors, the Company requests that such selection be ratified by shareholders.
The Company has been advised by Deloitte & Touche, LLP that, except as described
in the following sentence, neither that firm nor any of its partners has any
other relationship, direct or indirect, with the Company or its subsidiaries.
Deloitte & Touche, LLP has also been selected by the Board of Directors of
Centennial to audit the accounts of Centennial for its fiscal year ending May
31, 1997. The Company expects a representative of Deloitte & Touche, LLP to be
present at the Annual Meeting, and such representative will have the opportunity
to make a statement and will be available to answer appropriate questions from
shareholders.

VOTE REQUIRED; RECOMMENDATION

A majority of all votes cast by the holders of all shares of Class A Common
Stock and Class B Common Stock present in person or by proxy and voting at the
Annual Meeting is required for ratification of the selection of Deloitte &
Touche, LLP. The Board of Directors recommends that shareholders vote FOR the
proposal to ratify the selection of Deloitte & Touche, LLP as independent
accountants for the Company for the fiscal year ending May 31, 1997.

SHAREHOLDER PROPOSALS

If a shareholder wishes to submit a proposal for inclusion in the proxy
statement for the 1997 Annual Meeting of Shareholders, such proposal must be
received by the Company not later than May 28, 1997.

<PAGE>
<PAGE>
OTHER MATTERS

The Board of Directors does not intend to bring any other matters before
the Annual Meeting and does not know of any other business that others intend to
bring before the Annual Meeting. However, if any other matter should properly
come before the Annual Meeting or any adjournment of the Annual Meeting, the
persons named in the accompanying proxy intend to vote on such matters as they,
in their discretion, may determine.

By Order of the Board of Directors
DAVID Z. ROSENSWEIG
DAVID Z. ROSENSWEIG,
Secretary

Dated: September 25, 1996

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.

ON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 1996, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED WITHOUT CHARGE FROM SCOTT N.
SCHNEIDER, ASSISTANT SECRETARY, CENTURY COMMUNICATIONS CORP., 50 LOCUST AVENUE,
NEW CANAAN, CONNECTICUT 06840.

APPENDIX I
PROXY CARD

CENTURY COMMUNICATIONS CORP.
50 Locust Avenue
New Canaan, Connecticut 06840

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints SCOTT N. SCHNEIDER and ROBERT LARSON, and
each of them, proxies of the undersigned, with full power of substitution, to
vote all common stock of Century Communications Corp., a New Jersey corporation
(the 'Company'), the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on Tuesday, October 29, 1996, or at any
adjournment or adjournments thereof, with all the power the undersigned would
possess if personally present, on the following matters:

(Continued and to be signed on other side)

FOLD AND DETACH HERE

Please mark your votes as indicated in this example [X]

This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is indicated, this Proxy will be
voted FOR the election of all nominees for director and FOR proposal 2 and the
proxies will use their discretion with respect to any matters referred to in
item 3.

1. Election of Directors

FOR all nominess listed to the right [ ]

WITHHOLD AUTHORITY for all nominees [ ]

Nominees for election by all shareholders: Mrs. Clair L. Tow and Messrs. Bernard
P. Gallagher, David Z. Rosensweig, Scott N. Schneider, Robert D. Siff, Peter J.
Solomon, Andrew Tow and Leonard Tow

Nominee for election only by Class A shareholders: Mr. William M. Kraus

INSTRUCTION: To withhold authority to vote for any nominee, write that nominee's
name on the line provided below.

- --------------------------------------------------------------------------------

2. Proposal to ratify the selection by the Board of Directors of Deloitte &
Touche, LLP as independent accountants for the fiscal year ending May 31,
1997.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In their discretion, the named proxies are authorized to vote in accordance
with their own judgment upon such other matters as may properly come before
the Annual Meeting.

The undersigned hereby acknowledges receipt
of a copy of the Notice of Annual Meeting
of Shareholders and the Proxy Statement. The
undersigned hereby revokes any proxy or
proxies heretofore given.

Please complete, date and sign exactly as
your name appears hereon. In the case of
joint owners, each owner should sign. When
signing as administrator, attorney,
corporate officer, executor, guardian,
trustee, etc., please give your full title
as such.

Dated: _______________________________, 1996

____________________________________________

____________________________________________
Signature of Shareholder

FOLD AND DETACH HERE

STATEMENT OF DIFFERENCES
------------------------

The section mark symbol shall be expressed as 'ss'.