CENTURY COMMUNICATIONS CORP, DEF 14A, 1998-09-28

CENTURY COMMUNICATIONS CORP
DEF 14A, 1998-09-28
CABLE & OTHER PAY TELEVISION SERVICES

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<PAGE>

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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

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

<PAGE>

[Logo]

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

- ----------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1998

- ----------------------------------------------------------
The Board of Directors of Century Communications Corp., a New Jersey
corporation (the 'Company'), hereby gives notice that the 1998 Annual Meeting of
Shareholders of the Company (the 'Annual Meeting') will be held at the
Prudential Center for Learning and Innovation, Weed Avenue, Norwalk, Connecticut
06850, on Thursday, October 29, 1998, at 10:00 a.m., Eastern 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, 1999.

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 Friday, October 2, 1998 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
and 1998 Annual Report to Shareholders for its fiscal year ended May 31, 1998 is
enclosed herewith.

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

October 2, 1998

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.

<PAGE>

[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 1998 Annual Meeting of Shareholders
of the Company (the 'Annual Meeting') to be held at the Prudential Center for
Learning and Innovation, Weed Avenue, Norwalk, Connecticut 06850, on Thursday,
October 29, 1998, at 10:00 a.m., Eastern 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 October 5, 1998.

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, 1999. 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 Friday, October 2, 1998 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 October 2, 1998, there were
32,780,096 shares of Class A Common Stock outstanding and 42,322,059 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 the inspector 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 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.

<PAGE>

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, 1999
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, 1999.
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.

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.

<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of September 15, 1998, 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: 1,205,953(2) 3.5%
50 Locust Avenue Class B: 42,322,059(3)(4)(5) 100
New Canaan, CT 06840
Claire L. Tow ...................................................... Class A: 1,205,953(6) 3.5
50 Locust Avenue Class B: 42,322,059(4)(5)(7) 100
New Canaan, CT 06840
David Z. Rosensweig ................................................ Class A: 46,958(8) *
162 Brite Avenue Class B: 23,350,964(4)(5) 55.2
Scarsdale, NY 10583
The Prudential Insurance Company of America ........................ Class A: 4,190,203(9) 12.2
751 Broad Street
Newark, NJ 07102-3777
Capital Research and Management Company ............................ Class A: 3,565,000(10) 10.4
SMALLCAP World Fund, Inc.
333 South Hope Street
Los Angeles, CA 90071
Capital Guardian Trust Company ..................................... Class A: 2,082,000(11) 6.0
333 South Hope Street
Los Angeles, CA 90071
Citizens Utilities Company ......................................... Class A: 1,807,095(12) 5.2
CU Capital Corp.
High Ridge Park
Stamford, CT 06905
</TABLE>

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

* Less than 1%

(1) As used in this table, 'beneficial ownership' means the sole or shared
power to vote or secure the right to vote, secure the right to vote, or
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 1,106,574 shares of Class A Common Stock as to which Mr. Tow
has sole voting and investment power. Includes the 99,379 shares set forth
in (6) below beneficially owned solely by Mrs. Tow, as to which shares he
disclaims beneficial ownership.

(3) Consists of 18,971,095 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,

(footnotes continued on next page)

<PAGE>

(footnotes continued from previous page)
Mr. Tow owns of record and beneficially 18,971,095 shares of Class B Common
Stock, Mr. Tow, Mrs. Tow and Mr. Rosensweig, as trustees, jointly own
beneficially 20,537,599 shares of Class B Common Stock, and Mr. Rosensweig,
as trustee, owns, and Mrs. Tow has a beneficial interest in, 2,813,365
shares of Class B Common Stock.

(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 and Claire L. Tow are each
deemed to be beneficial owners of 43,528,012 shares of Class A Common Stock
and David Z. Rosensweig is deemed to be a beneficial owner of 23,350,964
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 56.7%, 56.7% and
30.4%, respectively.

(6) Consists of 99,379 shares of Class A Common Stock as to which Mrs. Tow has
sole voting and investment power. Includes the 1,106,574 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 which Mrs. Tow owns
beneficially, and 20,537,599 shares of Class B Common Stock as to which she
shares voting and investment power. Includes the 18,971,095 shares set
forth in (3) above beneficially owned solely by Mr. Tow, as to which shares
she disclaims beneficial ownership.

(8) Consists of 43,856 shares as to which Mr. Rosensweig is the record and
beneficial holder and 3,102 shares that Mr. Rosensweig has the right to
acquire pursuant to stock option grants under the 1994 Option Plan.

(9) Based solely upon information contained in Amendment No. 2 to a Statement
on Schedule 13G filed with the Commission on February 9, 1998. According to
said Schedule 13G, The Prudential Insurance Company of America holds 30,100
shares of Class A Common Stock for its general account and may have direct
or indirect voting and/or investment discretion with respect to 4,160,103
shares of Class A Common Stock which are held for the benefit of its
clients by its separate accounts, externally managed accounts, registered
investment companies, subsidiaries and/or other affiliates.

(10) Based solely upon information contained in Amendment No. 1 to a Statement
on Schedule 13G filed with the Commission on July 10, 1998. According to
said Schedule 13G, Capital Research and Management Company is deemed to be
the beneficial owner of 3,565,000 shares of Class A Common Stock as a
result of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940. SMALLCAP
World Fund, Inc., which is advised by Capital Research and Management
Company, is the beneficial owner of 2,020,000 shares of Class A Common
Stock.

(11) Based solely upon information contained in a Statement on Schedule 13G
filed with the Commission on July 9, 1998. According to said Schedule 13G,
Capital Guardian Trust Company is deemed to be the beneficial owner of
2,082,000 shares of Class A Common Stock as a result of acting as
investment adviser to various institutional accounts.

(12) Based solely upon information contained in a Statement on Schedule 13D
filed with the Commission on July 2, 1992. Century Communications has
agreed pursuant to an agreement dated July 2, 1992 between it and 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.

<PAGE>

ELECTION OF DIRECTORS

Nine persons have been nominated for election as directors of the Company
to serve until the 1999 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 and
if presently a Director, 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 15, 1998.

<S> <C> <C> <C>
John P. Cole, Jr. ................... Mr. Cole is a member of the Class A: 68,327(7) *
Age: 68 Washington, D.C. law firm of Cole
Director since 1997 Raywid & Braverman which serves
as a regulatory counsel to the
Company and Centennial.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS(20) OWNED(6) OF CLASS
- -------------------------------------- --------------------------------- -------------------- --------
<S> <C> <C> <C>
Bernard P. Gallagher ................. Mr. Gallagher has been the Class A: 679,593(8) 2.0%
Age: 51 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 Company engaged
in the cellular telephone and PCS
business ('Centennial') (in which
the Company has a common stock
interest of approximately 33% and
a voting interest of
approximately 74%) 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.
Michael G. Harris .................... Mr. Harris has been the Senior Class A: 180,942(9) *
Age: 52 Vice President, Engineering and
Director since 1997 Chief Engineering Officer of the
Company since June 1991. Mr.
Harris has also been Senior Vice
President, Engineering, and Chief
Engineering Officer of Centennial
since August 1991.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, NUMBER OF SHARES
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR(1) AND OTHER DIRECTORSHIPS(20) OWNED(6) OF CLASS
- -------------------------------------- --------------------------------- -------------------- --------
<S> <C> <C> <C>
William M. Kraus(2)(3)(4)(5) ......... Mr. Kraus is the Chairman of Class A: 6,092(10) *
Age: 72 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.
David Ross Miller .................... Mr. Miller was a Director of M & Class A: 11,200(11) *
Age: 72 I Mid-State Bank, Stevens Point,
Director since 1997 Wisconsin from 1978 to 1997, the
Chairman of the Board from 1984
to 1997, and is currently
Director Emeritus. From 1965 to
1991 Mr. Miller was a Director of
Sentry Insurance, Stevens Point,
Wisconsin and from 1971 to 1991
Mr. Miller was the president and
a Director of Sentry Investment
Management, Inc. Mr. Miller was
previously (12/5/85 to 10/23/91)
a Director of the Company.
David Z. Rosensweig(2)(5) ............ Mr. Rosensweig has been the Class A: 46,958(12) *
Age: 73 Secretary of the Company since Class B: 23,350,964 15)(17)(21)
Director since 1982 its incorporation in December
1985, and of Century-Texas from
1982 to December 1985. Mr.
Rosensweig has been a director
and Secretary of Centennial since
1988. He is a member of the New
York law firm of Leavy Rosensweig
& Hyman, which acts as general
counsel to the Company and
Centennial, and has been
practicing law since 1948.
</TABLE>

<PAGE>

Claire L. Tow ........................ Mrs. Tow has been a Senior Vice Class A: 1,205,953(14)(15) 3.5%
Age: 68 President of the Company since Class B: 42,322,059(16) 100
Director since 1988 August 1992 and was a Vice (17)
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.
</TABLE>

<PAGE>

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

* Less than 1%.

(1) Year that the nominee, if currently a Director, 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, secure the right to vote, or 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.

(7) Mr. Cole is the record and beneficial owner of all of these shares.
Includes 200 shares that may be acquired pursuant to stock option grants
under the Company's 1993 Non-Employee Directors' Option Plan.

(footnotes continued on next page)

<PAGE>

(footnotes continued from previous page)

(8) Consists of 62,226 shares as to which Mr. Gallagher is the record and
beneficial holder, 111,000 shares granted to Mr. Gallagher under the
Company's 1992 Management Equity Incentive Plan (the 'Equity Plan') and
506,367 shares that Mr. Gallagher has the right to acquire pursuant to
stock option grants under the Company's 1994 Employee Stock Option Plan
(the '1994 Option Plan'). Does not include 242,506 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.

(9) Consists of 17,329 shares as to which Mr. Harris is the record and
beneficial holder, 65,000 shares granted to Mr. Harris under the Company's
1992 Management Equity Incentive Plan (the 'Equity Plan') and 98,613 shares
that Mr. Harris has the right to acquire pursuant to stock option grants
under the Company's 1994 Employee Stock Option Plan (the '1994 Option
Plan'). Does not include 1,009 shares of Class A Common Stock of which Mr.
Harris' wife is the beneficial owner and in which Mr. Harris disclaims any
beneficial interest.

(10) Includes 2,200 shares that may be acquired pursuant to stock option grants
under the Company's 1993 Non-Employee Directors' Option Plan.

(11) David Ross Miller is the record and beneficial holder of all of these
shares. Includes 200 shares that may be acquired pursuant to stock option
grants under the Company's 1993 Non-Employee Directors' Option Plan.

(12) Consists of 43,856 shares as to which Mr. Rosensweig is the record and
beneficial holder, and 3,102 shares that Mr. Rosensweig has the right to
acquire pursuant to stock option grants under the 1994 Option Plan.

(13) Consists of 185,016 shares as to which Mr. Schneider is the record and
beneficial owner, 83,000 shares granted to Mr. Schneider under the Equity
Plan and 128,613 shares that Mr. Schneider has the right to acquire
pursuant to stock option grants under the 1994 Option Plan.

(14) Consists of 20,766 shares of which Claire L. Tow is the record and
beneficial holder, and 78,613 shares that Claire L. Tow has the right to
acquire pursuant to stock option grants under the 1994 Option Plan.
Includes the 1,106,574 shares set forth in (19) below beneficially owned
solely by Leonard Tow, as to which shares she disclaims beneficial
ownership.

(15) 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, David Z. Rosensweig, as
trustee, and all directors, nominees for director and executive officers as
a group are deemed to be beneficial owners, respectively, of 43,528,012,
43,528,012, 23,350,964 and 44,917,753 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 56.7%, 56.7%, 30.4% and 58.5%,
respectively.

(16) Consists of 2,813,365 shares of Class B Common Stock in which Mrs. Tow has
a beneficial interest, and 20,537,599 shares of Class B Common Stock as to
which she shares voting and investment power. Includes the 18,971,095
shares set forth in (19) below beneficially owned solely by Mr. Tow, as to
which shares she disclaims beneficial ownership.

(17) 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 18,971,095 shares of Class B Common Stock, Mr. Tow,
Mrs. Tow and Mr. Rosensweig jointly own of record and beneficially
20,537,599 shares of Class B

(footnotes continued on next page)

<PAGE>

(footnotes continued from previous page)
Common Stock as trustees, and Mr. Rosensweig and owns of record, as
trustee, and Mrs. Tow has a beneficial interest in 2,813,365 shares of
Class B Common Stock as trustee for the benefit of the adult children of
Mr. and Mrs. Tow.

(18) Consists of 61,137 shares of which Leonard Tow is the record and beneficial
holder, 315,000 shares granted to Leonard Tow under the Equity Plan and
730,437 shares that Leonard Tow has the right to acquire pursuant to stock
option grants under the 1994 Option Plan. Includes the 99,379 shares set
forth in (14) above beneficially owned solely by Claire L. Tow, as to which
shares he disclaims beneficial ownership.

(19) Consists of 18,971,095 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 (16) above beneficially owned solely by
Mrs. Tow, as to which shares he disclaims beneficial ownership.

(20) Certain of the Company's directors also serve as officers or directors of
Centennial Cellular Corp., a company engaged in the cellular telephone and
PCS business ('Centennial') in which the Company has a common stock
interest of approximately 33% and a voting interest of approximately 74%.
Centennial has entered into a Merger Agreement (the 'Merger Agreement')
with CCW Acquisition Corporation, a Delaware corporation ('CCW') organized
at the direction of Welsh, Carson, Anderson & Stowe VIII, L.P., a Delaware
limited partnership. The Company has entered into a Stockholders Agreement
with CCW in which it agreed to vote its shares in favor of the approval and
adoption of the Merger Agreement. The consummation of the Merger (the
'Merger') contemplated by the Merger Agreement is subject to certain
additional terms and conditions. Upon consummation of the Merger, it is
anticipated that those directors of the Company who serve as officers or
directors of Centennial will cease to act in such capacities.

(21) Consists of 23,350,964 shares of Class B Common Stock as to which Mr.
Rosensweig, as trustee, shares voting and investment power and as to which
he disclaims beneficial ownership.

COMMITTEES AND MEETINGS OF THE BOARD

The Board of Directors met five times and acted seven times by unanimous
written consent during the fiscal year ended May 31, 1998. Each director
attended all of the meetings of the Board of Directors and the committees of
which said director was a member.

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 met once during the fiscal year ended May 31, 1998.

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 once during the fiscal year ended May 31,
1998.

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 Officer and sets
the salary and cash bonus compensation of the President and Chief Operating
Officer, the Chief Financial Officer, Senior Vice President and Treasurer, the
former Senior Vice President and President of the Cable Television Division, and
the Senior Vice President,

<PAGE>

Engineering. 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 nine times during the fiscal
year ended May 31, 1998.

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 makes recommendations to the Board of Directors with respect to
the recipients of options under the Option Plans and the provisions of options
granted under such plans, including the option prices, terms and number of
shares subject to option and with respect to the Equity Plan, the recipients of
awards and the terms and conditions of each award. The Employee Stock Option and
Equity Plan Committee met 11 times during the fiscal year ended May 31, 1998.

The Company has not designated a nominating committee or other committee
performing a similar function. Such matters are decided by the Board of
Directors.

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 1998) for
each of the Company's last three fiscal years (collectively the 'Named
Executives').

<PAGE>

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 1998 $2,052,070 $500,000 $479,716(11) $3,753,125 (2) 0 --
Chairman of the Board of 1997 2,030,334 357,700 583,969(11) 325,000 (3) 0 --
Directors and Chief Executive 1996 2,104,000 357,700 285,713(11) 799,926 (4) 275,000(5) --
Officer
Bernard P. Gallagher 1998 439,465 210,000 28,402(6) 697,812 (2) 0 --
President and Chief Operating 1997 430,992 150,000 27,095(6) 227,500 (3) 0 --
Officer 1996 422,874 200,000 12,773(6) 406,250 (4) 150,000(5) --
Scott N. Schneider 1998 290,462 210,000 0 697,812 (2) 0 --
Chief Financial Officer and 1997 266,886 150,000 145,443(11) 227,500 (3) 0 --
Treasurer 1996 267,539 100,000 -- 203,125 (4) 75,000(5) --
Daniel E. Gold(12) 1998 239,923 150,000 -- 0 0 --
1997 233,796 150,000 -- 162,500 (3) 0 --
1996 227,343 100,000 -- 203,125 (4) 75,000(5) --
Michael G. Harris 1998 226,594 210,000 0 498,438 (2) 0 --
Senior Vice President, 1997 217,508 150,000 70,246(12) 162,500 (3) 0 --
Engineering and Chief 1996 207,539 100,000 -- 203,125 (4) 75,000(5) --
Engineering Officer

<CAPTION>
ALL OTHER
NAME/PRINCIPAL POSITION COMPENSATION($)
- ------------------------------- ---------------
<S> <C<C>
Leonard Tow $ 1,613,924(7)
Chairman of the Board of 1,598,338(7)
Directors and Chief Executive 1,584,020(7)
Officer
Bernard P. Gallagher 4,750(8)
President and Chief Operating 4,750(9)
Officer 4,740(10)
Scott N. Schneider 4,750(8)
Chief Financial Officer and 4,750(9)
Treasurer 3,531(10)
Daniel E. Gold(12) 4,750(8)
4,750(9)
3,726(10)
Michael G. Harris 4,750(8)
Senior Vice President, 4,750(9)
Engineering and Chief 4,750(10)
Engineering Officer
</TABLE>

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

(1) Includes for Mr. Tow, Mr. Gallagher and Mr. Schneider directors' fees of
$12,000, $27,750 and $30,000 respectively, paid by the Company in
connection with services, in the case of Mr. Tow, Mr. Gallagher 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 1998. Includes for Mr. Tow, Mr. Gallagher and Mr. Schneider
directors' fees of $18,000, $34,500 and $37,500, respectively, paid by the
Company in connection with services, in the case of Mr. Tow, Mr. Gallagher,
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 1997; and for Mr. Tow, Mr. Gallagher and Mr.
Schneider directors' fees of $18,000, $33,750 and $36,750, respectively,
paid by the Company in connection with services, in the case of Mr. Tow,
Mr. Gallagher 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.

(2) The value indicated is based on the closing price of the Class A Common
Stock on July 24, 1998 and, with respect to 50,000 of the shares granted to
Mr. Tow, August 4, 1998, the date of the grants. The aggregate number and
value (based on the closing price of the Class A Common Stock at May 29,
1998, the last trading day of fiscal 1998) of the restricted shares,
assuming such shares had been issued and held by the named executives at
May 29, 1998 was: Mr. Tow -- 150,000, $2,390,625 and 50,000, $796,875; Mr.
Gallagher -- 35,000, $557,812; Mr. Schneider -- 35,000, $557,812; and Mr.
Harris -- 25,000, $398,438. Except with respect to Mr. Tow, the
restrictions on transferability lapse as to 1/3 of the total shares awarded
on each anniversary date of the date of the 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 that are otherwise applicable. With respect to
Mr. Tow, the restrictions on transferability lapse on the January 1
immediately succeeding the later of (i) the termination of Mr. Tow's term
of full-time employment by the Company and (ii) the termination of the
advisory period, as defined in that certain employment agreement dated as
of July 1, 1997 between Mr. Tow and the Company. The award recipients have
the right to receive dividends and other distributions paid on the shares
of restricted stock.

(footnotes continued on next page)

<PAGE>

(footnotes continued from previous page)

(3) The value indicated is based on the closing price of the Class A Common
Stock on September 8, 1997, the date of the grant. The aggregate number and
value (based on the closing price of the Class A Common Stock at May 29,
1998, the last trading day of fiscal 1998) of the restricted shares
assuming such shares had been issued and held by the Named Executives at
May 29, 1998 was: Mr. Tow -- 50,000, $796,875; Mr. Gallagher -- 35,000,
$557,813; Mr. Schneider -- 35,000, $557,813; Mr. Gold -- 25,000, $398,438;
and Mr. Harris -- 25,000, $398,438. 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 that are
otherwise applicable. With respect to Mr. Tow, the restrictions on
transferability lapse on the January 1 immediately succeeding the later of
(i) the termination of Mr. Tow's term of full-time employment by the
Company by reason of disability, (ii) the date of Mr. Tow's death, (iii)
the merger or consolidation of the Company with any other corporation or
corporations, or (iv) an action by the Compensation Committee, in its sole
discretion, terminating such restrictions. The award recipients have the
right to receive dividends and other distributions paid on the shares of
restricted stock.

(4) 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 29, 1998, the last trading day of fiscal 1998) of the
restricted shares assuming such shares had been issued and held by the
Named Executives at May 29, 1998 was: Mr. Tow -- 101,397, $1,616,015; Mr.
Gallagher -- 50,000, $796,875; Mr. Schneider -- 25,000, $398,438; Mr.
Gold -- 25,000, $398,438; and Mr. Harris -- 25,000, $398,438. 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,
except with respect to 11,397 of such shares on which the restrictions
lapsed on January 2, 1997. The award recipients have 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 1994 Option Plan in July 1996 with respect to fiscal 1996.

(6) Includes $28,402, $27,095 and $12,773 for fiscal years 1998, 1997, and
1996, respectively, representing interest that would have been paid on the
amounts outstanding during the year under the interest-free loans made to
Mr. Gallagher by the Company if interest had been accrued at the rate of 5%
per year.

(7) 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.

(8) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1998 under the Company's Retirement Investment
Plan.

(footnotes continued on next page)

<PAGE>

(footnotes continued from previous page)

(9) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1997 under the Company's Retirement Investment
Plan.

(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) 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.'
Includes for Mr. Tow, Mr. Schneider and Mr. Harris amounts paid with
respect to tax liabilities in connection with certain employee benefit
plans.

(12) Mr. Gold was a Senior Vice President of the Company and President of the
Company's cable television division until June 29, 1998. From such date he
has been employed as a consultant to the Company.

EMPLOYMENT AGREEMENTS

Leonard Tow is employed as the Company's Chief Executive Officer until June
30, 2003 pursuant to an employment agreement with the Company dated as of July
1, 1997. For his services, Mr. Tow receives an annual Base Salary (as defined)
as of July 1, 1998 of $2,116,590, increased each year by the percentage increase
in the United States Labor Department consumer price index for such year over
such index for the last month of the preceding year. The employment agreement
provides that, for the five-year period (the 'Advisory Period') beginning July
1, 2003, 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. The employment agreement also
confirmed the Company's obligations under its split-dollar insurance arrangement
with Mr. Tow under date of July 30, 1992, and provides that on termination of
his employment agreement, the premiums on the policies underlying this
arrangement will be paid in full.

Under the employment agreement, Mr. Tow's employment terminates upon his
death or permanent disability for more than 12 consecutive months, in which case
Mr. Tow or his estate, as the case may be, will receive (i) an amount equal to
three times (four times if such death or incapacity occurs during the second
year of the term) the annual salary to which Mr. Tow was entitled in the year of
termination, including bonus paid in the year prior to termination; and (ii) the
amounts payable during the Advisory Period. 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 as well as
the differential between the option price and the value of shares underlying
such options, or, at his option, the then present value of all such payments and
benefits. The employment agreement also provides that in the event of a change
of control or threatened change of control of the Company, as defined, Mr. Tow
may terminate the employment agreement, in which event he is entitled to the
payments provided for above.

<PAGE>

Mr. Tow also serves as Chairman of the Board and Chief Executive 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 1997, the Company entered into employment agreements and
effective June 1, 1998, the Company modified its employment agreements with
Bernard P. Gallagher, President and Chief Operating Officer, Scott N. Schneider,
Chief Financial Officer, Senior Vice President and Treasurer, and Michael G.
Harris, Senior Vice President, Engineering. Effective January 1, 1995, the
Company entered into, and, effective September 7, 1997 and June 29, 1998, the
Company modified, an employment agreement with Daniel E. Gold, formerly a Senior
Vice President and presently employed as a consultant to the Company. A summary
of each employment agreement is set forth below.

The agreement between the Company and Mr. Gallagher, as modified, provides
for the employment by the Company of Mr. Gallagher as its chief operating
officer for a term of six and one-half years commencing on January 1, 1997. The
base salary provided for in the agreement is $400,000 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. 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, the availability of medical
insurance, the use of an office for a one year period, and any restrictions on
shares of stock previously issued to Mr. Gallagher shall be deemed inoperative
and of no further effect. In addition, on the occurrence of a change or
threatened change of control, as defined, Mr. Gallagher may terminate his
agreement and receive the payments and benefits provided for above.

The agreement between the Company and Mr. Schneider provides for the
employment by the Company of Mr. Schneider as its chief financial officer and in
charge of its fiscal, accounting and financial affairs for a term of six and
one-half years commencing on January 1, 1997. The base salary provided for in
the agreement is $250,000 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. 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, the availability of medical
insurance, the use of an office for a one year period, and any restrictions on
shares of stock previously issued to Mr. Schneider shall be deemed inoperative
and of no further effect. In addition, on the occurrence of a change or
threatened change of control, as defined, Mr. Schneider may terminate his
agreement and receive the payments and benefits provided for above.

<PAGE>

The agreement between the Company and Mr. Harris provides for the
employment by the Company of Mr. Harris as its chief engineering officer and in
charge of its engineering operations and for administration of the engineering
and technical activities of the Company for a term of six and one-half years
commencing on January 1, 1997. The base salary provided for in the agreement is
$225,000 per year, subject to annual increases based upon the percentage
increase in the United States Labor Department consumer price index. Mr. Harris
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. In the event of Mr. Harris'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. Harris'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. Harris 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, the availability of medical insurance, the use of an office
for a one year period, and any restrictions on shares of stock previously issued
to Mr. Harris shall be deemed inoperative and of no further effect. In addition,
on the occurrence of a change or threatened change of control, as defined, Mr.
Harris may terminate his agreement and receive the payments and benefits
provided for above.

The Company's agreement with Daniel E. Gold effective January 1, 1995 and
modified by agreements dated September 10, 1997 and June 29, 1998 currently
provides for employment of Mr. Gold as a consultant to the Company at an annual
salary of $225,000. 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 be entitled to receive the base salary payments.
Effective with the execution of the June 29, 1998 agreement, the stock options
theretofore granted to Mr. Gold were accelerated and restrictions on shares
previously granted to him under the Equity Plan lapsed.

LIFE INSURANCE AGREEMENT

The Company's Chairman and Chief Executive Officer, Leonard Tow, as of
September 15, 1998, is the sole record owner and holder of 20,077,669 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 a substantial portion 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 Mr. 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

<PAGE>

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.

STOCK OPTIONS

No options to acquire shares of the Company's Common Stock were granted to
any of the Named Executives with respect to fiscal 1998.

The table below summarizes the exercise of stock options during fiscal 1998
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 1998
AND FISCAL YEAR-END 1998 OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
MAY 31, 1998(#)(2) MAY 31, 1998($)(2)
------------------ --------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#)(1) REALIZED($)(1)(2) UNEXERCISABLE UNEXERCISABLE
- ----------------------- ----------------- ----------------- ------------------ --------------------

<S> <C> <C> <C> <C>
Leonard Tow............ 0 $ 0 675,437/220,000(3) $6,090,898/1,872,750(4)

0 0 106,620/0(4) 2,565,544/0

Bernard P. Gallagher... 0 0 44,367/220,000 4,289,805/2,071,250(3)

0 0 136,767/115,000(4) 3,382,117/2,565,625(4)

Scott N. Schneider..... 0 0 99,613/114,000(3) 957,501/1,074,375(3)

0 0 74,119/80,000(4) 1,824,005/1,763,750(4)

Daniel E. Gold......... 92,793 898,196 0/80,000(3) 0/745,000(3)

Michael G. Harris...... 30,000 183,906 69,613/114,000(3) 669,376/1,074,375(3)

25,000(1) 333,438(1)(2) 12,655/44,000(4) 306,476/978,125(4)
</TABLE>

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

(1) Reflects the number and value of shares acquired on exercise of options to
purchase Class A Common Stock of Centennial during fiscal 1998.

(2) Calculated by determining the difference between the exercise price and the
closing price on the exercise date or May 31, 1998, 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,
1998.

(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,
1998.

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
1998 fiscal year. In addition, annually, beginning

<PAGE>

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-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 1998, 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 1998, the Company and Centennial paid a total of approximately $1,165,000
and $426,000, respectively, for legal services and disbursements to Leavy
Rosensweig & Hyman. Mr. Rosensweig is also a trustee of certain trusts (see
'Principal Shareholders'). During fiscal 1998, Mr. Rosenweig was awarded an
option under the Employee Stock Option Plan to acquire 40,000 shares of Class A
Common Stock at a price of $14.375 per share.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company is committed to being a premier provider of cable television
and related telecommunications services. To support this objective and to
compete in these dynamic and keenly competitive businesses, the Company must
attract, retain and motivate skilled and dedicated 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 Officer. The Compensation Committee determines the
base salary and cash bonus compensation to be paid to the President and Chief
Operating Officer, the Senior Vice President and President of the Cable
Television Division, the Senior Vice President, Treasurer, and Chief Financial
Officer and the Senior Vice President, Engineering. The Stock Option and Equity
Plan Committee make recommendations to the full Board with respect to grants
under the option plans and the Equity Plan.

The Compensation Committee awarded a cash bonus of $210,000 for the year
ended May 31, 1998 to each of Bernard P. Gallagher, President and Chief
Operating Officer, Scott N. Schneider, Chief Financial Officer, Senior Vice
President and Treasurer, and Michael G. Harris, Senior Vice-President,
Engineering. The cash award to Mr. Harris was based on the recommendations of
the Chief Executive Officer and the Chief Operating Officer while the awards to
Bernard P. Gallagher, the Chief Operating Officer, and to Scott N. Schneider,
the Chief Financial Officer, were based on the recommendation of the Chief
Executive Officer. The Compensation Committee took into account that the Stock
Option and Equity Plan Committee recommended that under the Company's Equity
Plan a bonus of 35,000 shares be awarded to each of Bernard P. Gallagher and
Scott N. Schneider, and a bonus of 25,000 shares be awarded to Michael G.
Harris.

Leonard Tow is the Chief Executive Officer of the Company. His base salary,
$2,040,070 ($1,750,000 plus cost of living adjustments), which constituted the
bulk of his cash compensation for the 1998 fiscal year, is set by an employment
agreement with the Company approved by the Board of Directors and effective
July 1, 1997, and expiring on June 30, 2003. See 'Employment Agreements.' For
fiscal 1998, the Compensation Committee recommended an award to Mr. Tow of a
cash bonus of $500,000, and the Stock Option and Equity Plan Committee
recommended an award of 50,000 shares under the Equity Plan. In setting this
award and bonus, which was the responsibility of the Compensation Committee and
the Stock Option and Equity Plan Committee to recommend, and the responsibility
of the full Board of Directors to approve, the Compensation Committee and the
Stock Option and Equity Plan Committee took into account the Company's
operations and financial position in the face of competing transmittal
methodologies, the fact that during the Company's three prior fiscal years Mr.
Tow's cash bonus had remained constant at $357,700 despite the growth and
diversity of the Company's activities during this period under Mr. Tow's
leadership, the initiation by Centennial during fiscal 1998 of the process that

<PAGE>

resulted in Centennial, thereafter entering into a merger agreement with Walsh,
Carson, Anderson & Stowe VIII, L.P., and that under Mr. Tow's leadership the
Company had entered into a letter of intent with TCI Communications, Inc.
('TCI') providing for formation of a partnership to consolidate with TCI their
respective cable televisions systems in the Los Angeles basin, under the
Company's management, and the importance of Mr. Tow to the Company's strategic
plans and its future direction. (See 'Life Insurance Agreement' above.) In
addition, in consideration for the extension of Mr. Tow's employment from June
30, 1998 to June 30, 2003, Mr. Tow was awarded an additional 25,000 shares of
Class B Common Stock and an additional 125,000 shares of Class A Common Stock
under the Equity Plan.

The Compensation Committee believes that the bonus awarded to Mr. Tow for
fiscal 1998 was appropriate in the circumstances. The Committee noted that, with
the consent of the Board of Directors of the Company, Mr. Tow acts as chief
executive officer 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.

The base salaries of each of Bernard P. Gallagher, Scott N. Schneider and
Michael G. Harris are set in employment agreements which commenced on January 1,
1997 and expire by their respective terms on June 30, 2003. The agreements were
approved by the full Board of Directors. The base salary of Daniel E. Gold,
formerly a Senior Vice President and President of the Company's cable television
division, and currently employed as a consultant to the Company, is set in an
employment agreement which commenced January 23, 1995 and which, as amended by
agreements dated September 10, 1997 and June 29, 1998, expires on December 31,
1999. See 'Employment Agreements.' The base salaries, cash bonuses and payments
referenced above (See Summary Compensation Table) constitute the entire cash
compensation paid to these executives for fiscal 1998. In making its
recommendations for the base salaries contained in the employment agreements,
the Compensation Committee took into consideration the recommendations of the
Chief Executive Officer and Chief Operating Officer, as applicable. Messrs.
Gallagher, Schneider and Harris 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, Mr.
Schneider as its Senior Vice President, Chief Financial Officer and Treasurer
and Mr. Harris as its Senior Vice President, Engineering. The Compensation
Committee believes the compensation of these Named Executives to be appropriate.
Upon consummation of the Merger, the Services Agreement described above shall be
terminated. Additionally, although Centennial will continue as the surviving
corporation, it is anticipated that those officers and directors of the Company
who serve as officers or directors of Centennial will cease to act in such
capacities.

The Compensation Committee also administers the Company's Employee Stock
Purchase Plan, Incentive Award Plan and 1985 Stock Equivalent Plan and the Board
of Directors from time to time makes grants in accordance with the terms of such
plans. However, no grants were made by the Board of Directors under such plans
in fiscal 1998.

See Notes (2), (3), (4), (5) and (6) to the Summary Compensation Table and
'Stock Options' above.

Compensation Committee
William M. Kraus
David Z. Rosensweig

The Compensation Committee's recommendations for compensation for fiscal
1998 were accepted by the Board of Directors.

<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
<TABLE>
<CAPTION>

[PERFORMANCE GRAPH]

5/93 5/94 5/95 5/96 5/97 5/98
<S> <C> <C> <C> <C> <C> <C>
Century Communications Corp. $ 100.0 $ 108.2 $ 109.9 $ 133.0 $ 78.0 $ 226.1
Peer Group $ 100.0 $ 106.3 $ 122.2 $ 117.2 $ 102.9 $ 242.3
Nasdaq Stock Market -- US Index $ 100.0 $ 105.3 $ 125.2 $ 182.0 $ 205.1 $ 260.6
</TABLE>

<PAGE>

<PAGE>
BENEFICIAL OWNERSHIP BY MANAGEMENT

The following table sets forth, as of September 15, 1998, the information
regarding shares of the Company's Class A Common Stock beneficially owned by all
Directors and executive officers as a group. See 'Election of Directors' for
ownership by the Directors and the Named Executives individually.

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

<S> <C> <C> <C>
All directors and executive officers as a group (13 persons).............. Class A 2,857,650(1) 8.3%
Class B 42,322,059 100%
</TABLE>

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

(1) Consists of 556,541 shares owned directly by such persons and 1,672,309
shares which may be acquired by such persons pursuant to stock option grants
and 628,800 shares granted pursuant to the 1992 Management Equity Incentive
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 in certain areas of Southern California serving approximately
153,673 primary basic subscribers. The systems owned by the Joint Venture are
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.

Leavy Rosensweig & Hyman, of which David Z. Rosensweig is a member, acts as
general counsel to the Company and Centennial. The Company and Centennial paid
approximately $1,591,000 to Leavy Rosensweig & Hyman during the fiscal year
ended May 31, 1998. See 'Executive Compensation and Other
Information -- Compensation Committee Interlocks and Insider Participation.'

Cole, Raywid and Braverman, of which John P. Cole, Jr., a Director, is a
member, acts as a regulatory counsel for the Company and Centennial. The Company
and Centennial paid approximately $562,000 to Cole, Raywid and Braverman during
the fiscal year ended May 31, 1998.

William Kraus, a Director, acts as investor relations counsel for the
Company and Centennial. The Company and Centennial paid approximately $86,000 to
William Kraus during the fiscal year ended May 31, 1998.

The Company believes that the transactions between it and Leavy Rosensweig
& Hyman, Cole, Raywid and Braverman, William Kraus, 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.

As of May 31, 1998, there were an aggregate of $568,043 in outstanding
advances from the Company to Bernard P. Gallagher, a Director and President and
Chief Operating Officer of the Company. All of such advances were made in prior
fiscal years. Such advances were made on a demand basis and did not carry
interest.

<PAGE>

<PAGE>
As of May 31, 1998, there were an aggregate amount of $368,953 in
outstanding advances from the Company to Scott N. Schneider, a Director and
Chief Financial Officer of the Company. All of such advances were made in prior
fiscal years. Such advances to Mr. Schneider carry an interest rate of 5%.

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, 1999. 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, 1999. 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, 1999.

SHAREHOLDER PROPOSALS

If a shareholder wishes to submit a proposal for inclusion in the proxy
statement for the 1999 Annual Meeting of Shareholders, such proposal must be
received by the Company not later than June 5, 1999.

<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: October 2, 1998

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, 1998, 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.

<PAGE>

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 J. LARSON,
and each of them, proxies of the undersigned, with full power of substitution,
to vote all common stock of Century Comminications 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 Thursday, October 29, 1998,
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

<PAGE>

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 nominees listed to the right [ ]

WITHHOLD AUTHORITY for all nominees [ ]

Nominees for election by all shareholders: Claire L. Tow and Messrs. John P.
Cole, Bernard P. Gallagher, Michael G. Harris, David Ross Miller, David Z.
Rosensweig, Scott N. Schneider 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,
1999.

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.

<PAGE>

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: __________________________________, 1998

_______________________________________________
Signature of Shareholder

FOLD AND DETACH HERE

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

The section symbol shall be expressed as............................... 'SS'