CENTURY COMMUNICATIONS CORP
10-Q/A, 1997-01-15
CABLE & OTHER PAY TELEVISION SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  Form 10-Q/A1
                                      [ X ]
                               AMENDMENT NO. 1 TO
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended November 30, 1996
                                       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 1-9676

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

                  New Jersey                              06-1158179
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                Identification No.)

                                50 Locust Avenue
                              New Canaan, CT 06840
          (Address of principal executive offices, including zip code)
                                 (203) 972-2000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              YES[X]         NO[ ]

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

Class A Common - 29,282,919 outstanding shares as of January 6, 1997
Class B Common - 45,126,115 outstanding shares as of January 10, 1997



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                                EXPLANATORY NOTE

         This Form 10-Q/A1 is being filed by Century Communications Corp., a New
Jersey  corporation (the "Company"),  as an amendment to its Quarterly Report on
Form 10-Q for the  quarterly  period  ended  November  30,  1996 to  change  the
reference  to "Item  7." of Part I  therein  to "Item  2."  thereof  and to make
certain amendments to such Part I -- Item 2.

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                         PART I - FINANCIAL INFORMATION

                                      * * *


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

                                      * * *


The first  paragraph  of  Liquidity  and Capital  Resources  (dollar  amounts in
thousands  except share data) is deleted in its  entirety and replaced  with the
following:

         "The  Company  has grown  through  acquisitions  as well as  upgrading,
         extending and  rebuilding  its existing cable  television  systems.  In
         addition,  Centennial,  since August of 1988, has acquired twenty eight
         cellular telephone markets which it owns and manages,  all of which are
         considered  to  be  in  the  early  development  phase  of  operations.
         Centennial  also owns minority equity  investment  interests in certain
         other cellular telephone systems.  Centennial successfully bid on March
         13, 1995, for one of two Metropolitan  Trading Area ("MTA") licenses to
         provide  broadband  personal  communications  services  ("PCS")  in the
         Commonwealth of Puerto Rico and the U.S. Virgin Islands. Since both the
         cable  television  and  wireless   telephone   activities  are  capital
         intensive,  the Company and Centennial continue to seek various sources
         of  financing  to meet  their  needs,  including  growth in  internally
         generated  cash, bank financing,  joint ventures and  partnerships  and
         public  and  private   placements   of  debt  and  equity   securities.
         Subsidiaries  of the Company have entered into credit  agreements  with
         various bank groups and private lending  institutions  providing for an
         aggregate of approximately  $1,105,000 of potential  borrowing capacity
         as of January 10, 1997."

                                       -3-




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                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this Amendment No. 1 to Quarterly Report to be signed
on its behalf by the undersigned thereunto duly authorized.

                                            CENTURY COMMUNICATIONS CORP.

Date:  January 15, 1997                     /s/ SCOTT N. SCHNEIDER
                                            -------- -----------------------
                                             Scott N. Schneider
                                             Senior Vice President, Treasurer
                                             Chief Financial Officer
                                             (On behalf of Registrant and as
                                             Principal Accounting Officer)

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