CENTENNIAL CELLULAR CORP, DEF 14A, 1996-09-25

CENTENNIAL CELLULAR CORP
DEF 14A, 1996-09-25
RADIOTELEPHONE COMMUNICATIONS

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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 Section 240.14a-11(c) or
Section 240.14a-12

CENTENNIAL CELLULAR 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:

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

[LOGO]
CENTENNIAL CELLULAR 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 Centennial Cellular Corp., a Delaware 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 2:00 p.m., Eastern Daylight Savings Time, for the
following purposes:
1. To elect eight 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 approval and adoption by the
Board of Directors of an amendment to the Company's 1993 Management Equity
Incentive Plan to increase the number of shares of Class A Common Stock
available for grant thereunder from 100,000 to 350,000.
3. 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.
4. 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 September 9, 1996 will be entitled to
receive notice of and vote at the Annual Meeting. In accordance with Section 219
of the Delaware General Corporation Law, the Company will make available for
examination by any shareholder, for any purpose germane to the Annual Meeting,
during ordinary business hours, for a period of at least 10 days prior to the
Annual Meeting, at the location of the Annual Meeting, a complete list of the
shareholders entitled to vote at the Annual Meeting, arranged in alphabetical
order, and showing the address of each shareholder and the number of shares
registered in the name of each shareholder. 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]
CENTENNIAL CELLULAR 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 Centennial Cellular Corp., a Delaware 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 2:00 p.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 eight
Directors of the Company to serve until the next annual meeting of shareholders
and thereafter until their successors shall have been elected and qualified;
(ii) vote on the ratification of the approval and adoption by the Board of
Directors of an amendment to the Company's 1993 Management Equity Incentive Plan
to increase the number of shares of Class A Common Stock available for grant
thereunder from 100,000 to 350,000; and (iii) 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 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 16,386,307
shares of Class A Common Stock outstanding and 10,544,113 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 15 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.

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.

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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 and, 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.

Election of Directors 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. 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.

Ratification of the approval and adoption of the amendment to the Company's
1993 Management Equity Incentive Plan to increase the number of shares of Class
A Common Stock available for grant thereunder requires the favorable vote of the
holders of a majority of the combined voting power of all shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. Brokers do not have
discretionary authority to vote on this item and abstentions and broker
non-votes will have the effect of a negative vote.

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 eight persons named under 'Election
of Directors,' FOR ratification of the approval and adoption of the amendment to
the 1993 Management Equity Incentive Plan to increase the number of shares of
Class A Common Stock available for grant thereunder 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 Delaware 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

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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 Centennial
Cellular 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.

PRINCIPAL SHAREHOLDERS OF THE COMPANY

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
beneficially own 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 15 votes per share.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
---------------------------------
NAME AND ADDRESS CLASS/NUMBER OF PERCENT
OF BENEFICIAL OWNER SHARES OF CLASS
- ------------------------------------------------------------------------------- --------------------- --------
<S> <C> <C> <C>
Century Communications Corp.(2)(3) ............................................ Class B: 8,561,819 81.2%
50 Locust Avenue
New Canaan, CT 06840
Citizens Utilities Company(2)(3) .............................................. Class B: 1,982,294 18.8
High Ridge Park
Stamford, CT 06905
Putnam Investments, Inc.(4) ................................................... Class A: 1,102,470 6.7
Marsh & McLennan Companies, Inc.
One Post Office Square
Boston, MA 02109
Putnam Investment Management, Inc.(5) ......................................... Class A: 933,476 5.7
One Post Office Square
Boston, MA 02109
James W. Hickman et al.(6) .................................................... Class A: 930,632 5.7
c/o Jonathan R. Moore
Moore & Bruce
1627 I Street N.W.
Washington, D.C. 20006
Oliver R. Grace, Jr.(7) ....................................................... Class A: 853,506 5.2
55 Brookville Road
Glen Head, NY 11545
</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) Due to their positions with and ownership of stock of Century Communications
Corp. ('Century Communications') and their positions with Citizens Utilities
Company ('Citizens'), Leonard Tow, Chairman of the Board, Chief Executive
Officer and Chief Financial Officer of Century Communications and Chairman
of the Board, Chief Executive Officer and Chief Financial Officer of
Citizens and his wife, Claire L. Tow, a Senior Vice President and director
of Century Communications and a director of Citizens, may be deemed to
beneficially own together 100% of the Company's outstanding Class B Common
Stock. See 'Principal Shareholders of Century Communications.' Century
Communications currently owns 3,978 shares of Second Series Convertible
Redeemable Preferred Stock of the Company which are convertible into 115,710
shares of Class B Common Stock of the Company. If all shares of the Second
Series Convertible Redeemable Preferred Stock were converted, Century
Communications would hold 81.4% of the Class B Common Stock of the Company
and Citizens would hold 18.6% of the Class B Common Stock of the Company.

(3) Citizens currently owns 102,187 shares of Convertible Redeemable Preferred
Stock of the Company which are convertible into 2,972,334 shares of Class B
Common Stock of the Company. If all shares of the Convertible Redeemable
Preferred Stock were converted, Citizens would hold 36.6% of the Class B
Common Stock and Century Communications would hold 63.4% of the Class B
Common Stock of the Company.

(4) Based solely upon information contained in a Statement on Schedule 13G filed
with the Securities and Exchange Commission (the 'Commission') on February
9, 1996. According to said Schedule 13G, securities reported therein as
being beneficially owned by Putnam Investments, Inc. and Marsh & McLennan
Companies, Inc. consist of an aggregate of 1,102,470 shares of Class A
Common Stock beneficially owned by subsidiaries of Putnam Investments, Inc.
which are registered investment advisors, which in turn include securities
beneficially owned by clients of such investment advisors. Putnam
Investments, Inc. has shared voting power with respect to 142,544 shares and
shared dispositive power with respect to all of its shares.

(5) Based solely upon information contained in a Statement on Schedule 13G filed
with the Commission on February 9, 1996. According to said Schedule 13G,
Putnam Investment Management, Inc. shared dispositive power with respect to
all of its shares.

(6) Based solely upon information contained in Amendment No. 2 to Statement on
Schedule 13D filed with the Commission on August 22, 1994, James W. Hickman
and members of his family owned more than 5% of the Class A Common Stock at
that time.

(7) Based solely upon information contained in a Statement on Schedule 13G filed
with the Commission on February 14, 1995. Includes 46,132 shares held by Mr.
Grace as custodian for his minor children as to which shares Mr. Grace
disclaims beneficial ownership.

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The Company has agreed pursuant to a Registration Rights Agreement, dated
August 30, 1991 (the 'Registration Rights Agreement'), among it, Century
Communications and Citizens, that, subject to certain conditions, upon the
request of Century Communications or Citizens, as the case may be, the Company
will file one or more registration statements under the Securities Act of 1933,
as amended (the 'Act'), in order to permit Century Communications or Citizens or
both, as the case may be, to offer and sell, pursuant to such registration
statement, shares of Class A Common Stock of the Company that Century
Communications or Citizens may hold at such time.

The Company, Century Communications and Citizens have entered into a Stock
Transfer Agreement, dated August 30, 1991 (the 'Stock Transfer Agreement'),
which governs any proposed public or private sale of stock of the Company by
Century Communications or Citizens and provides for the voting of shares of
Common Stock of the Company by Century Communications or Citizens in connection
with the election of Directors of the Company. See 'Election of Directors.'

PRINCIPAL SHAREHOLDERS OF CENTURY COMMUNICATIONS

The following table sets forth, as of September 9, 1996, certain
information regarding the persons known to the Company to beneficially own more
than 5% of any class of the voting securities of Century Communications. Each
share of Class B Common Stock of Century Communications is convertible, at any
time, into one share of Class A Common Stock of Century Communications. Century
Communications' Class B Common Stock has ten votes per share and Century
Communications' Class A Common Stock has one vote per share.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
--------------------------------------------
NAME AND ADDRESS CLASS/NUMBER PERCENT
OF BENEFICIAL OWNER OF SHARES OF CLASS
- -------------------------------------------------------------------- --------------------------------- --------
<S> <C> <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 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 Road
Stamford, CT 06905
</TABLE>

(table continued on next page)

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(table continued 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 of Century
Communications 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 of Century
Communications as to which Mr. Tow has sole, and 20,537,599 shares of Class
B Common Stock of Century Communications 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 of
Century Communications, Mr. Tow and Mrs. Tow jointly own of record and
beneficially 20,537,599 shares of Class B Common Stock of Century
Communications 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 of Century Communications 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 of Century Communications is deemed to own
an equal number of shares of Class A Common Stock of Century
Communications. 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 of Century Communications. As a
percent of the Class A Common Stock of Century Communications, 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 of Century Communications
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 of Century
Communications as to which Mrs. Tow has sole, and 20,537,599 shares of
Class B Common Stock of Century Communications as

(footnotes continued on next page)

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

(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 that, subject to
certain conditions, upon the request of Citizens, it will file up to two
registration statements under the Act in order to permit Citizens to offer
and sell, pursuant to such registration statement(s), such shares of Class
A Common Stock of Century Communications.

(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 of Century Communications, 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 of Century Communications. The address of Princeton Services,
Inc., Fund Asset Management, L.P. and Merrill Lynch Phoenix Fund, Inc. is
800 Scudders Mills Road, Plainsboro, New Jersey 08536.

ELECTION OF DIRECTORS

Eight persons have been nominated for election as Directors 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 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 15 votes.

The Company, Century Communications and Citizens have entered into the
Stock Transfer Agreement which provides, among other things, that so long as
Citizens is the holder and beneficial owner of any shares of Convertible
Redeemable Preferred Stock of the Company and Century Communications is the
holder and beneficial owner of any shares of Common Stock of the Company,
Century Communications will vote its shares of Common Stock for the election to
the Board of

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Directors of the Company of one person designated by Citizens and Citizens will
vote its shares of Common Stock for the election to the Board of Directors of
the Company of all persons designated by Century Communications. At such time as
Citizens is no longer the holder and beneficial owner of any shares of
Convertible Redeemable Preferred Stock of the Company, Century Communications
and Citizens will vote their respective shares of Common Stock of the Company
for the election to the Board of Directors of the Company of the person or
persons designated by each other, with each party having the right to designate
the number of persons that is in proportion to the voting power of such party as
compared to the combined voting power of both parties. If a fraction results,
the number of persons to be designated by Citizens will be rounded down to the
nearest whole number. Such voting arrangements, in accordance with Delaware law,
will expire on August 30, 2001 unless extended by agreement of the parties.
Pursuant to the Stock Transfer Agreement, Citizens has designated Daryl A.
Ferguson and Century Communications has designated Bernard P. Gallagher, Rudy J.
Graf, William M. Kraus, David Z. Rosensweig, Scott N. Schneider, Peter J.
Solomon and Frank Tow as nominees for Directors. See 'Principal Shareholders of
the Company.'

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 the respective party to the Stock Transfer Agreement
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.
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 age, the year
he was elected a Director of the Company, his 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 of
the Company as of September 9, 1996.

<TABLE>
<CAPTION>
NUMBER OF SHARES
NOMINEE, AGE, YEAR PRINCIPAL OCCUPATION, OTHER BUSINESS BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR EXPERIENCE AND OTHER DIRECTORSHIPS OWNED(1) OF CLASS
- ------------------------------------ --------------------------------------------- ----------------- --------

<S> <C> <C> <C> <C>
Daryl A. Ferguson .................. Mr. Ferguson has been the President and Chief Class A: 6,386(6) *
Age: 57 Operating Officer of Citizens since June
Director since August 1991 1990. Mr. Ferguson was Vice President
Administration of Citizens from July 1989
through March 1990 and Senior Vice President
Operations of Citizens from March 1990
through June 1990. From April 1986 through
July 1989, he was President and Chief Exec-
utive Officer of Microtecture Corporation, a
communications corporation.
</TABLE>

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<TABLE>
<CAPTION>
NUMBER OF SHARES
NOMINEE, AGE, YEAR PRINCIPAL OCCUPATION, OTHER BUSINESS BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR EXPERIENCE AND OTHER DIRECTORSHIPS OWNED(1) OF CLASS
- ------------------------------------ --------------------------------------------- ----------------- --------
<S> <C> <C> <C> <C>
Bernard P. Gallagher(3) ............ Mr. Gallagher has been Chairman of the Board Class A: 161,308(7) *
Age: 49 and Chief Executive Officer of the Company
Director since March 1991 since August 1991 and has been a Director of
the Company since March 1991. From February
1990 to August 1991, Mr. Gallagher was
President and Chief Operating Officer of the
Company. He has been a director of Century
Communications since October 1990 and
President and Chief Operating Officer of
Century Communications since October 1989.
From 1979 to October 1989, Mr. Gallagher
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.

Rudy J. Graf ....................... Mr. Graf has been President and Chief Class A: 103,189(8) *
Age: 47 Operating Officer and a Director of the
Director since August 1991 Company since August 1991 and was Vice
President, Operations of the Company from
November 1990 to August 1991. Prior to
joining the Company, Mr. Graf served in
various executive capacities, including
Regional Vice President from December 1987 to
July 1990 of Metromedia Company, a cellular
telephone company.

William M. Kraus(2)(4)(5) .......... Mr. Kraus is the Chairman of Kraus Sikes Class A: 4,840(9) *
Age: 70 Inc., a publishing company, and has been such
Director since August 1991 since 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 Century
Communications since 1986.
</TABLE>

Scott N. Schneider ................. Mr. Schneider has been a Director and Senior Class A: 93,738(11) *
Age: 38 Vice President, Chief Financial Officer and
Director since August 1991 Treasurer of the Company since August 1991.
He was a Vice President and Controller of the
Company from the date of its incorporation in
1988 to August 1991. Mr. Schneider has been
Senior Vice President and Treasurer of
Century Communications since June 1991 and
has been an Assistant Secretary of Century
Communications since October 1986. He was a
Vice President of Century Communications from
October 1986 to June 1991 and was Controller
of Century Communications from 1985 to June
1991.

Peter J. Solomon(5) ................ Mr. Solomon has been Chairman of Peter J. Class A: 26,379(12) *
Age: 58 Solomon Company Limited, an investment
Director since December banking company, since May 1989. From 1985 to
1991 May 1989, he was a Vice Chairman and a member
of the Board of Directors of Shearson Lehman
Hutton Inc. and its predecessor organi-
zations. From 1981 to 1985, he was a Managing
Director of Shearson Lehman Brothers Inc. and
its predecessor organizations. Mr. Solomon
has been a director of Century Communications
since 1987. Mr. Solomon is also a director of
Charrette Corporation, Culbro Corporation,
Monro Muffler/Brake, Inc., Office Depot,
Inc., and Phillips-VanHeusen Corporation.
</TABLE>

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NOMINEE, AGE, YEAR PRINCIPAL OCCUPATION, OTHER BUSINESS BENEFICIALLY PERCENT
FIRST BECAME DIRECTOR EXPERIENCE AND OTHER DIRECTORSHIPS OWNED(1) OF CLASS
- ------------------------------------ --------------------------------------------- ----------------- --------
<S> <C> <C> <C> <C>
Frank Tow .......................... Mr. Tow has been employed by Century Class A: -0- *
Age: 40 Communications as an Executive Director of
Director since October 1994 Century Advertising, its in-house advertising
department, since September 1992. From May
1990 to August 1992, he was an Account
Supervisor for Earle, Palmer, Brown and
Spiro, an advertising agency. From May 1989
to April 1990, he was a Marketing Manager for
Century Communications. Frank Tow is the son
of Leonard and Claire Tow.
</TABLE>

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

* Less than 1%.

(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) Member of the Compensation Committee.

(3) Member of the Executive Committee.

(4) Member of the Employee Stock Option Committee and the 1993 Management
Equity Incentive Plan Committee.

(5) Member of the Audit Committee.

(6) Consists of 5,760 shares which Mr. Ferguson owns directly and 626 shares
which Mr. Ferguson has the right to acquire pursuant to a stock option
grant.

(7) Consists of 95,130 shares as to which Mr. Gallagher is the record and
beneficial holder and 66,178 shares which Mr. Gallagher has the right to
acquire pursuant to stock option grants.

(8) Consists of 19,071 shares as to which Mr. Graf is the record and beneficial
holder and 44,118 shares which Mr. Graf has the right to acquire pursuant
to stock option grants and 40,000 shares granted to Mr. Graf under the 1993
Management Equity Incentive Plan.

(9) Consists of 4,214 shares as to which Mr. Kraus or his spouse is the record
and beneficial holder directly and 626 shares which Mr. Kraus has the right
to acquire pursuant to stock option grants.

(10) Consists of 4,653 shares as to which Mr. Rosensweig is the record and
beneficial holder and 3,198 shares which Mr. Rosensweig has the right to
acquire pursuant to stock option grants.

(11) Consists of 58,149 shares as to which Mr. Schneider is the record and
beneficial holder and 35,589 shares which Mr. Schneider has the right to
acquire pursuant to stock option grants.

(12) Consists of 25,753 shares as to which Mr. Solomon is the record and
beneficial holder and 626 shares which Mr. Solomon has the right to acquire
pursuant to stock option grants.

<PAGE>
<PAGE>
COMMITTEES AND MEETINGS OF THE BOARD

The Board of Directors met six times and acted four 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.

The Compensation Committee, whose members are noted above, makes
recommendations to the Board of Directors concerning the salary and cash bonus
compensation for the Company's Chief Executive Officer and determines the salary
and cash bonus compensation for the Company's other executive officers and
senior management. The Compensation Committee also administers the Company's
1991 Employee Stock Purchase Plan, Incentive Award Plan and 1991 Stock
Equivalent Plan. The 1993 Management Equity Investment Plan is administered by a
separate committee whose membership is the same as the Stock Option Committee.
The Compensation Committee determines the participants and selects the
recipients of awards or units under the 1991 Employee Stock Purchase Plan and
the 1991 Stock Equivalent Plan and the amount and terms of compensation granted
under each plan. The Compensation Committee met twice during the fiscal year
ended May 31, 1996.

The Employee Stock Option Committee, whose members are noted above,
administers the Company's 1991 Employee Stock Option Plan (the 'Employee Stock
Option Plan') insofar as it relates to employees. The Employee Stock Option
Committee determines the recipients (other than non-employee Directors) of
options under the Employee Stock Option Plan and the provisions of options
granted under such plan, including the option price, term and number of shares
subject to option. The Employee Stock Option Committee met once during the
fiscal year ended May 31, 1996.

The Executive Committee, whose members are noted above, is empowered,
except as limited by the laws of the State of Delaware, 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, 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 Company has not designated a nominating committee or other committee
performing a similar function. Such matters, to the extent not dealt with
pursuant to the Stock Transfer Agreement, 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 executive officers of the Company whose total
annual salary and bonus exceeded $100,000 during the fiscal year ended May 31,
1996 (collectively, the 'Named Executives') for each of the Company's last three
fiscal years. Certain of the Company's executive officers, including the
Chairman of the Board and Chief Executive Officer, did not receive any cash
compensation directly from the Company during the fiscal years ended May 31,

<PAGE>
<PAGE>
1994, 1995 and 1996 but in accordance with the Services Agreement were
compensated by Century Communications. See 'Certain Relationships and Related
Transactions.'

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------
AWARDS
----------------------------
ANNUAL COMPENSATION RESTRICTED
-------------------- STOCK ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS SARS(#) AWARDS($) COMPENSATION($)
- ------------------------------------- ----------- -------- -------- ------------ ------------ ---------------

<S> <C> <C> <C> <C> <C> <C>
Bernard P. Gallagher ................ 1996 -0- -0- -0- -0- -0-
Chairman of the Board 1995 -0- -0- 75,000(2) -0- -0-
and Chief Executive Officer 1994 -0- -0- -0- -0- -0-

Rudy J. Graf ........................ 1996 $189,575 $120,000 -0- $322,500(1) $ 4,834(4)
President and Chief Operating 1995 175,000 75,000 50,000(2) 315,000(3) 4,630(4)
Officer 1994 151,666 60,000 -0- -0- 2,188(4)

Phillip Mayberry .................... 1996 146,824 60,000 -0- 161,250(1) 2,962(4)
Senior Vice President, Operations 1995 140,000 50,000 25,000(2) 157,500(3) 2,800(4)
1994 116,666 50,000 -0- -0- 1,750(4)

Thomas Cogar ........................ 1996 128,385 50,000 -0- 32,250(1) 3,221(4)
Vice President, Engineering 1995 120,000 50,000 20,000(2) 118,125(3) 2,825(4)
1994 102,500 30,000 -0- -0- 1,500(4)

Robert Braden ....................... 1996 136,719 50,000 -0- 129,000(1) 5,002(4)
Vice President, Network Services 1995 95,000 25,000 20,000(2) 47,250(3) 1,250(4)
1994 52,412 -0- -0- -0- -0-
</TABLE>

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

(1) Options granted in 1996 with respect to fiscal 1996.

(2) Options to acquire shares of Class A Common Stock of the Company that were
granted in December 1994 with respect to fiscal 1995.

(3) The value indicated is based on the closing price of the Class A Common
Stock of the Company on July 26, 1995 and August 21, 1995, the dates of
grant. The aggregate number and value (based on the closing price of the
Class A Common Stock of the Company at May 31, 1996, the last trading day of
fiscal 1996) of the restricted shares held by the Named Executives at May
31, 1995 was: Mr. Graf -- 40,000, $680,000; Mr. Mayberry -- 20,000,
$340,000; Mr. Cogar -- 9,500, $161,500; and Mr. Braden -- 3,000, $51,000.
The restrictions on transferability lapse on the fifth 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. The award recipient has the right to receive dividends
and other distributions paid on the shares of restricted stock.

(4) Consists of matching contributions made by the Company on behalf of the
Named Executives in fiscal 1996, 1995 and 1994, respectively, under the
Company's Retirement Investment Plan.

EMPLOYMENT AGREEMENTS

During fiscal 1994, the Company entered into employment agreements with
three of its executive officers: Rudy J. Graf, President and Chief Operating
Officer, Philip Mayberry, Senior Vice President-Operations, and Thomas Cogar,
Vice President-Engineering. In addition, during fiscal 1996,

<PAGE>
<PAGE>
the Company entered into an employment agreement with Robert Braden, Vice
President-Network Services. A summary of each employment agreement is set forth
below.

The agreement between the Company and Mr. Graf provides for the employment
by the Company of Mr. Graf as its chief operating officer for a term of five
years commencing on January 1, 1994. The base salary provided for in the
agreement is $175,000 per year, subject to annual increases based upon the
percentage increase in the United States Labor Department consumer price index.
Mr. Graf 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. Graf with an automobile for his use in the performance of his
duties. In the event of Mr. Graf's death during the term of the agreement,
payments equal to 50% of the base salary shall continue to be made for the
balance of the term, and in the event of Mr. Graf's permanent disability during
such term, payments equal to 100% of the base salary shall continue to be made
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. Graf 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 agreement between the Company and Mr. Mayberry provides for the
employment by the Company of Mr. Mayberry as its officer in charge of the
day-to-day functioning of the Company's various systems and its operations for a
term of five years commencing on January 1, 1994. The base salary provided for
in the agreement is $140,000 per year, subject to annual increases based upon
the percentage increase in the United States Labor Department consumer price
index. Mr. Mayberry 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. Mayberry with an automobile for his use in the
performance of his duties. In the event of Mr. Mayberry's death during the term
of the agreement, payments equal to 50% of the base salary shall continue to be
made for the balance of the term, and in the event of Mr. Mayberry's permanent
disability during such term, payments equal to 100% of the base salary shall
continue to be made 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. Mayberry 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 agreement between the Company and Mr. Cogar provides for the employment
by the Company of Mr. Cogar as the chief engineering officer of the Company for
a term of five years commencing on January 1, 1994. The base salary provided for
in the agreement is $120,000 per year, subject to annual increases based upon
the percentage increase in the United States Labor Department consumer price
index. Mr. Cogar 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. Cogar with an automobile for his use in the performance
of his duties. In the event of Mr. Cogar's death during the term of the
agreement, payments equal to 50% of the base salary shall continue to be made
for the balance of the term, and in

<PAGE>
<PAGE>
the event of Mr. Cogar's permanent disability during such term, payments equal
to 100% of the base salary shall continue to be made 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. Cogar 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 agreement between the Company and Mr. Braden provides for the
employment by the Company of Mr. Braden as its officer in charge of network
services for a term of three years and three months commencing on September 1,
1995. The base salary provided for in the agreement is $125,000 per year,
subject to annual increases based upon the percentage increase in the United
States Labor Department consumer price index. Mr. Braden 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. Braden's death during the term of the agreement,
payments equal to 50% of the base salary shall continue to be made for the
balance of the term or twelve months, whichever is longer, and in the event of
Mr. Braden's permanent disability during such term, payments equal to 100% of
the base salary shall continue to be made 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. Braden 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.

STOCK OPTIONS

No stock options were granted to any of the Named Executives during fiscal
1996.

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 1996 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
FY-END(#)(1) FY-END($)(1)
SHARES --------------- -----------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------- -------------- -------------- --------------- -----------------

<S> <C> <C> <C> <C>
Bernard P. Gallagher......................... 46,521 $734,178 66,178/85,589 $389,790/$260,520
Rudy J. Graf................................. 19,383 267,292 44,118/48,530 259,855/111,843
Phillip Mayberry............................. 6,203 86,780 17,794/43,199 99,006/48,193
Thomas Cogar(2).............................. 9,304 146,638 13,381/18,347 73,012/37,015
Robert Braden................................ - 0 - - 0 - 4,000/16,000 5,000/20,000
</TABLE>

(footnotes on next page)

<PAGE>
<PAGE>
(footnotes from previous page)

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

(1) Calculated by determining the difference between the exercise price and the
closing price of the Company's Class A Common Stock on the exercise date or
May 31, 1996, as the case may be.

(2) Includes shares owned by his spouse.

DIRECTOR COMPENSATION

During the fiscal year ended May 31, 1996, each Director who was not also
an employee of the Company received quarterly retainers of $3,000 plus a uniform
fee of $750 for each Board and committee meeting attended. In addition, options
for 1,000 shares of Class A Common Stock were automatically granted under the
1993 Non-Employee/Officer Directors' Stock Option Plan to each person who was a
non-employee/officer Director on the date of the 1995 annual meeting of
shareholders of the Company. During such period, Directors who were also
employees of the Company received no remuneration for attendance at Board and
committee meetings. The Company believes that such compensation is consistent
with compensation paid to directors in comparable public companies.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended May 31, 1996, the members of the Compensation
Committee were William M. Kraus and David Z. Rosensweig. Mr. Rosensweig also
serves as Secretary of the Company and Century Communications. Mr. Rosensweig is
a member of Leavy Rosensweig & Hyman, which acts as general counsel to the
Company and Century Communications. During fiscal 1996, the Company and Century
Communications paid a total of approximately $518,000 and $1,772,000,
respectively, for legal services and disbursements to Leavy Rosensweig & Hyman.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Certain of the executive, managerial and engineering services required by
the Company are supplied to it by its parent company, Century Communications,
under the Services Agreement (as herein defined), pursuant to which Century
Communications provides the Company with the services of Bernard P. Gallagher,
as its Chief Executive Officer, and other officers. See 'Certain Relationships
and Related Transactions.' Accordingly, the Compensation Committee does not set
the compensation of Mr. Gallagher.

The Compensation Committee sets the compensation level of the Company's
President and Chief Operating Officer, Rudy J. Graf, its Senior Vice President
for Operations, Phillip Mayberry, its Vice President of Network Services, Robert
Braden, and its Vice President for Engineering, Thomas Cogar. The Compensation
Committee is mindful of the Company's commitment to being a provider of quality
cellular telephone and related services in the areas in which it operates. To
realize these objectives, the Company's compensation levels must be such as to
motivate and retain these individuals.

The compensation to these executives consists of base salary and cash bonus
compensation. Effective January 1, 1994 the Company entered into employment
agreements with each of Messrs. Graf, Mayberry and Cogar. Effective September 1,
1995, the Company entered into an employment agreement with Mr. Braden. Each
agreement provides, among other things, (i) for a term of five years

<PAGE>
<PAGE>
commencing January 1, 1994 (three years and three months commencing September 1,
1995 in the case of Mr. Braden), (ii) for the payment of a specified base
salary, subject to annual increases based upon the percentage increase in the
United States Labor Department consumer price index, and (iii) for the payment
of a cash bonus or the award or grant of stock options, shares of the Company's
stock or other incentive or stock-related awards in the discretion of the Board
of Directors or a committee thereof. See 'Employment Agreements.' Mr. Graf is
the Company's president and is employed as its chief operating officer at a base
salary of $175,000 per year. Mr. Mayberry is employed as an operations officer
at a base salary of $140,000 per year. Mr. Cogar is employed as chief
engineering officer of the Company at a base salary of $120,000 per year. Mr.
Braden is employed as vice president of network services of the Company at a
base salary of $125,000 per year. In setting the compensation level of Rudy J.
Graf, Phillip Mayberry, Thomas Cogar and Robert Braden (the executives other
than Bernard P. Gallagher referenced in the Summary Compensation Table), the
Compensation Committee relied primarily upon the recommendation of Mr.
Gallagher, the Chairman and Chief Executive Officer of the Company, as the
person in the best position to judge the respective performances of said
individuals. In this regard the Compensation Committee took into consideration
Mr. Gallagher's evaluation of the contributions of said individuals toward (i)
increasing revenues, (ii) increasing the number of subscribers, (iii) increasing
cash flow, (iv) meeting budgetary objectives, and (v) continuing the development
of the managerial infrastructure of the Company. The Compensation Committee
believes the compensation of Messrs. Graf, Mayberry, Braden and Cogar to be
appropriate.

The Compensation Committee administers the Company's 1991 Employee Stock
Purchase Plan, Incentive Award Plan and 1991 Stock Equivalent Plan and from time
to time makes grants in accordance with the terms of such plans. No such grants
were made in fiscal 1996.

The Compensation Committee does not administer the Company's 1993
Management Equity Incentive Plan, Employee Stock Option Plan or the
Non-Employee/Officer Director Stock Option Plan. Rather, the Employee Stock
Option Committee administers and makes grants under the Company's Employee Stock
Option Plan, the 1993 Management Equity Incentive Plan Committee administers the
1993 Management Equity Incentive Plan and the Non-Employee/Officer Director
Stock Option Plan, which is designed to link a portion of total compensation to
performance as reflected in the appreciation in the price of the Company's Class
A Common Stock on a long-term basis, is self-operating. The 1993 Management
Equity Incentive Plan Committee made the following grants on August 21, 1995:
Rudy J. Graf, 20,000 shares; Phillip Mayberry, 10,000 shares; Thomas Cogar,
2,000 shares; and Robert Braden, 8,000 shares.

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 includes the Company) and a peer group index consisting of four
corporations in the cellular telephone business selected by the Company in good
faith. The corporations included in the peer group are Commnet Cellular Inc.,
Cellular Communications Inc. -- New, Vanguard Cellular Systems Inc. and Nextel
Communications Inc. McCaw Cellular which had previously been included in the
peer group was deleted because it was acquired in September 1994 by AT&T
Wireless. The graph assumes $100 invested in the Company's Class A Common Stock
or in each of the indices on December 3, 1992, including the reinvestment of
dividends, if any.

COMPARISON OF 54 MONTH CUMULATIVE TOTAL RETURN
AMONG CENTENNIAL CELLULAR CORP., THE NASDAQ STOCK MARKET -- U.S. INDEX
AND A PEER GROUP

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
12/31/91 5/92 5/93 5/94 5/95 5/96
<S> <C> <C> <C> <C> <C> <C>
Centennial Cellular Corp. $100 $ 78 $ 83 $116 $ 82 $101
Nasdaq Stock Market -- US Index $100 $110 $133 $140 $166 $241
Peer Group $100 $102 $147 $209 $126 $162
</TABLE>

<PAGE>
<PAGE>
BENEFICIAL OWNERSHIP BY MANAGEMENT

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 by certain Named Executives of the Company and all Directors, nominees for
Director and executive officers as a group. See 'Election of Directors' for
ownership by Directors, nominees for Director 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>
Phillip Mayberry.................................................... Class A 46,232(1) *
Thomas Cogar........................................................ Class A 32,530(2) *
Robert Braden....................................................... Class A 15,000(3) *
All Directors and executive officers as a group (15 persons)........ Class A 731,074(4) *
Class B - 0 -
</TABLE>

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

* Less than 1%.

(1) Consists of 8,438 shares as to which Mr. Mayberry is the record and
beneficial owner and 17,794 shares which Mr. Mayberry has the right to
acquire pursuant to stock option grants and 20,000 shares granted pursuant
to the 1993 Management Equity Incentive Plan.

(2) Consists of 5,494 shares as to which Mr. Cogar is the record and beneficial
owner and 12,529 shares which Mr. Cogar has the right to acquire pursuant to
stock option grants and 9,500 shares granted pursuant to the 1993 Management
Equity Incentive Plan. Also includes 4,155 shares as to which Mrs. Cogar is
the record and beneficial owner and 852 shares which Mrs. Cogar has the
right to acquire pursuant to stock option grants.

(3) Consists of 4,000 shares which Mr. Braden has the right to acquire pursuant
to stock option grants and 11,000 shares granted pursuant to the 1993
Management Equity Incentive Plan.

(4) Consists of 358,359 shares owned directly by such persons and 292,215 shares
which may be acquired by such persons pursuant to stock option grants and
80,500 shares granted pursuant to the 1993 Management Equity Incentive Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Century Communications and the Company have entered into a Services
Agreement, dated August 30, 1991, as subsequently amended (the 'Services
Agreement'), pursuant to which Century Communications through its personnel
provides such design, construction, management, operational, technical and
maintenance services to the Company as may be necessary, or as Century
Communications determines may be appropriate, for the cellular telephone, paging
and related systems owned and operated by the Company (the 'Controlled
Systems'). Such services also include, but are not limited to, providing all the
services necessary for the monitoring, to the extent possible, of the activities
of the limited partnerships in which the Company has investment interests in
such manner as to protect the interests of the Company. Such services have
historically been provided to the Company by Century Communications. The Company
believes that it is in its best interest for Century Communications to continue
to provide such services until, in the judgment of the Board of Directors of the
Company, the Company has established its own executive management team capable
of providing such services. There is no annual fee paid or to be paid to Century
Communications under the Services Agreement. As

<PAGE>
<PAGE>
consideration for the services rendered and to be rendered under the Services
Agreement, the Company issued to Century Communications the Second Series
Convertible Redeemable Preferred Stock valued at $5,000,000.

The Services Agreement had an original term of five years to automatically
terminate earlier upon the occurrence of (i) the conversion of 25% or more (on a
cumulative basis) of the shares of Convertible Redeemable Preferred Stock
originally issued to Citizens or (ii) the determination by the Board of
Directors of the Company that the Company had established its own executive
management team to provide all the services and assume all the duties of Century
Communications under the Services Agreement. Because a majority of the Company's
Directors are affiliated with Century Communications, the Board of Directors of
the Company would face a conflict of interest in determining that the Company
had established its own management team to provide all the services and assume
all the duties of Century Communications under the Services Agreement. All of
the services rendered by Century Communications under the Services Agreement are
subject to the general approval, authority, oversight and review of the Company.

The Company is obligated to reimburse Century Communications for all costs
incurred by Century Communications or its affiliates (excluding the Company and
its subsidiaries) that are directly attributable to the design, construction,
management, operation and maintenance of the Controlled Systems or to the
performance by Century Communications of its other duties under the Services
Agreement, including all fees and expenses paid to third parties and the
out-of-pocket expenses incurred by Century Communications or its affiliates
(excluding the Company and its subsidiaries) in respect of its employees who are
engaged in the performance of services for the cellular systems controlled by
the Company.

The Company has also agreed to indemnify, defend and hold harmless Century
Communications and its affiliates from any claims, costs, damages (including
consequential damages), losses or expenses (including reasonable attorneys'
fees) arising out of or relating to the Services Agreement or Century
Communications' performance of its responsibilities thereunder, except where
attributable to the gross negligence or willful misconduct of Century
Communications. Any liability of Century Communications to the Company that
results from its willful misconduct or gross negligence is limited to the
aggregate amount of $5,000,000.

Effective August 30, 1996, the term of the Services Agreement was extended
to August 31, 1997, during which time Century Communications and the Company
will confer regarding the possible renewal or extension of the Services
Agreement beyond such date and will engage in good faith negotiations regarding
additional consideration to be paid to Century Communications for services
rendered beyond the expiration of the original initial term of the Services
Agreement. The parties have agreed that the amount of such additional
compensation will not be less than the value of the services rendered by Century
Communications.

The Company leases space for the mobile telephone switching office serving
the Southwestern cluster and space on an antenna tower in the Southwestern
cluster from Century Communications for a current annual rental of approximately
$1,200. The Company also leases certain space for equipment in Puerto Rico from
Century-ML Cable Corp. ('Century-ML'), which is 50% owned by Century
Communications. The current annual rent is approximately $2,400. Furthermore,
the Company leases certain office space in Puerto Rico to Century-ML for a
current annual rent of $68,850. The Company is engaged in negotiations with
Century-ML for the use of certain of Century-ML's plant and equipment for use in
connection with the Company's intra-island telecommunications service in Puerto
Rico. The

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Company believes that the above transactions and contemplated transactions
between it and Century Communications and/or Century-ML are or will be, as the
case may be, on terms no less favorable to the Company than would be obtainable
at that time in comparable transactions with unaffiliated parties.

With respect to the Company's controlled systems in Elkhart, Fort Wayne and
South Bend, Indiana, and Battle Creek and Kalamazoo, Michigan, Century
Communications has the right to receive an amount equal to five percent of an
incremental value over a base value received by the Company in the event the
Company sells or otherwise disposes of any of such systems (a 'carried
interest'). At any time following December 31, 1996, Century Communications has
the right to force the Company to purchase the carried interest in any of such
systems using an appraisal procedure to determine the price, if necessary.
Century Communications also has a carried interest in the Controlled System in
Roanoke, Virginia. Concurrently with the transaction between the Company and
United States Cellular Corporation consummated on June 30, 1995, pursuant to
which the Roanoke system was transferred by the Company, the Company assumed the
obligation to compensate Century Communications for its carried interest in the
Roanoke system.

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

The Company believes that the transactions between it and Century
Communications, Citizens and Leavy Rosensweig & Hyman 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.

RATIFICATION OF THE APPROVAL AND ADOPTION OF AN
AMENDMENT TO THE 1993 MANAGEMENT EQUITY INCENTIVE PLAN

GENERAL

The Board of Directors is submitting to shareholders for ratification the
approval by the Board of Directors of an amendment to the Company's 1993
Management Equity Incentive Plan (the 'Equity Incentive Plan') increasing from
100,000 to 350,000 the number of shares of Class A Common Stock available for
the grant of stock-based awards. A copy of the Equity Incentive Plan is included
as Exhibit A to this Proxy Statement, and the following description is qualified
in its entirety by the full text of the Equity Incentive Plan.

The purpose of the Equity Incentive Plan is to provide additional
compensation incentives for high levels of performance and productivity by
officers and management employees of the Company's operations. The Equity
Incentive Plan is intended to strengthen the Company's existing operations and
its ability to attract and retain outstanding management employees upon whose
judgment, initiative and efforts the continued success, growth and development
of the Company are dependent.

Officers and other employees of the Company or any subsidiary or other
affiliate of the Company are eligible for selection to participate in the Equity
Incentive Plan. Directors who are not employees or officers of the Company or
any subsidiary or other affiliate of the Company are not eligible for
participation in the Equity Incentive Plan. No determination has yet been made
as to the employees

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who will be selected to participate and receive awards, the number of such
awards to be granted or the amounts of awards to be distributed under the Equity
Incentive Plan in the future. Since the adoption of the Equity Incentive Plan,
the Company has acquired or agreed to acquire several cellular telephone systems
and the business generated by its existing systems has grown substantially, all
of which has resulted in an increase in the number of officers and other
employees eligible for grants under the Equity Incentive Plan. The Company
expects to continue to seek to acquire cellular telephone systems and/or related
businesses which may further expand the number of officers and other eligible
employees. Accordingly, the Board of Directors believes that the number of
shares of Class A Common Stock reserved for use under the Equity Incentive Plan
should be increased in order that stock-based awards continue to be available
for grant.

SHARES SUBJECT TO THE PLAN

Awards granted under the Equity Incentive Plan relate to shares of the
Company's Class A Common Stock. Such shares may be made available either from
authorized and unissued shares, shares held by the Company in its treasury or
reacquired shares. No awards may be granted more than ten years after the
effective date of the Equity Incentive Plan.

Any shares of Class A Common Stock which were issued and have been
forfeited or were subject to awards under the Equity Incentive Plan which have
expired or terminated for any reason remain available for issuance with respect
to the granting of awards during the term of the Equity Incentive Plan.

The number and kind of securities as well as the terms of the securities
which may be issued under the Equity Incentive Plan and pursuant to then
outstanding awards are subject to adjustments resulting from any
recapitalization, reclassification, stock dividend, split-up or consolidation of
shares of Class A Common Stock, merger or consolidation of the Company, or other
event affecting the Class A Common Stock.

ADMINISTRATION

The Equity Incentive Plan is administered by the 1993 Management Equity
Incentive Plan Committee (the 'Committee'). Subject to the express provisions of
the Equity Incentive Plan, the Committee is authorized to (i) determine and
designate from time to time those eligible employees or groups of eligible
employees to whom awards are to be granted; (ii) grant awards to eligible
employees; (iii) determine the form or forms of award to be granted to any
eligible employee; (iv) determine the amount or number of shares of Class A
Common Stock, including restricted stock or deferred stock if the Committee so
determines, subject to each award; (v) determine the terms and conditions (which
need not be identical) of each award; (vi) establish and modify performance
objectives; (vii) determine whether and to what extent eligible employees shall
be allowed or required to defer receipt of any awards or other amounts payable
under the Equity Incentive Plan to the occurrence of a specified date or event;
(viii) determine the price at which shares of Class A Common Stock may be
offered under each award, which price may be zero; (ix) interpret, construe and
administer the Equity Incentive Plan and any related award agreement and define
the terms employed therein; and (x) make all of the determinations necessary or
advisable with respect to the Equity Incentive Plan or any award granted
thereunder.

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AWARDS

In order to enable the Company and the Committee to respond quickly to
significant developments in applicable tax and other legislation and regulations
and to trends in executive compensation practices, the Equity Incentive Plan
authorizes the Committee to grant stock-based awards to employees eligible for
selection to participate in the Equity Incentive Plan. Such stock-based awards
consist of awards that are valued in whole or in part by reference to, or
otherwise based on, the Company's Class A Common Stock and may include, but are
not limited to, restricted stock, performance shares and deferred stock. Subject
to the terms of the Equity Incentive Plan, the Committee may determine any and
all terms and conditions of stock based awards. The total number of shares of
Class A Common Stock which may be issued pursuant to all components of the
Equity Incentive Plan may not exceed the limit stated above as it is proposed to
be amended.

Restricted stock consists of shares of the Company's Class A Common Stock
that are granted outright or issued to employees for a nominal sum and are
subject to forfeiture to the Company under circumstances specified by the
Committee. Shares of restricted stock are not transferable by the employee until
they are no longer subject to forfeiture. Unless otherwise specified by the
Committee and except with respect to the applicable forfeiture conditions and
transfer restrictions, an employee holding shares of restricted stock has all
rights of a shareholder with respect to the shares including the right to vote
the shares and to receive all dividends and distributions with respect to the
shares.

Payment or settlement of stock-based awards are to be in cash or in shares
of the Company's Class A Common Stock or in any combination thereof as the
Committee determines in its sole discretion. The Committee may permit the
payment of withholding taxes due in connection with awards under the Equity
Incentive Plan by the withholding of shares to be issued under the award or by
the employee's delivery of other shares of Class A Common Stock of the Company.

AMENDMENT, TERMINATION AND EXPIRATION

The Equity Incentive Plan is subject to amendment or termination at any
time by the Company's Board of Directors. The Equity Incentive Plan may also be
amended by the Committee provided that all such amendments are reported to the
Board of Directors. However, no amendment will become effective unless approved
by affirmative vote of the shareholders of the Company if such approval is
necessary or desirable for the continued validity of the Equity Incentive Plan
or its compliance with Rule 16b-3 or any successor rule under the Exchange Act
or any other rule or regulation.

PROPOSED AMENDMENT

If approved by the shareholders, the proposed amendment to the Equity
Incentive Plan would increase the number of shares of Class A Common Stock
available for grant under the Equity Incentive Plan from 100,000 to 350,000. No
other changes to the Equity Incentive Plan are contemplated by the proposed
amendment.

VOTE REQUIRED; RECOMMENDATION

The affirmative vote of the holders of a majority of the combined voting
power of all shares of Common Stock outstanding and entitled to vote at the
Annual Meeting is required for the ratification of the approval and adoption of
the amendment to the Equity Incentive Plan. The Board of Directors

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recommends that shareholders vote FOR the ratification of the amendment to the
Equity Incentive Plan.

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
Century Communications to audit the accounts of Century Communications for its
fiscal year ending May 31, 1997. The Company expects representatives of Deloitte
& Touche LLP to be present at the Annual Meeting, and such representatives will
have the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions from shareholders.

VOTE REQUIRED; RECOMMENDATION

A majority of the 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.

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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 which 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 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, CENTENNIAL CELLULAR CORP., 50 LOCUST AVENUE, NEW
CANAAN, CONNECTICUT 06840.

25
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EXHIBIT A

CENTENNIAL CELLULAR CORP.
1993 MANAGEMENT EQUITY INCENTIVE PLAN, AS AMENDED

1. PURPOSE

The purpose of the Centennial Cellular Corp. 1993 Management Equity
Incentive Plan (the 'Plan') is to provide additional compensation incentives for
high levels of performance and productivity by officers and management employees
of the Company's operations. The Plan is intended to strengthen the Company's
existing operations and its ability to attract and retain outstanding management
employees upon whose judgment, initiative and efforts the continued success,
growth and development of the Company are dependent.

2. DEFINITIONS

When used herein, the following terms shall have the following meanings:

(a) 'Affiliate' means any company controlled by the Company,
controlling the Company or under common control with the Company, as
determined by the Committee.

(b) 'Award' means an award granted to any Eligible Employee in
accordance with the provisions of the Plan.

(c) 'Award Agreement' means the written agreement or certificate
evidencing each Award granted to an Eligible Employee under the Plan.

(d) 'Beneficiary' means the beneficiary or beneficiaries designated
pursuant to Section 11 to receive the amount, if any, payable under the
Plan upon the death of an Eligible Employee.

(e) 'Board' means the Board of Directors of the Company.

(f) 'Company' means Centennial Cellular Corp. and its successors and
assigns.

(g) 'Committee' means the Committee appointed by the Board pursuant to
Section 10.

(h) 'Deferred Stock' means Stock credited to an Eligible Employee
under the Plan subject to the requirements of Section 7 and such other
restrictions as the Committee deems appropriate or desirable.

(i) 'Effective Date' means August 17, 1993.

(j) 'Eligible Employee' means an employee or officer of any
Participating Company whose responsibilities and decisions, in the judgment
of the Committee, directly affect the management, growth, performance or
profitability of any Participating Company. Where required by the context,
'Eligible Employee' includes an individual who has been granted an Award
but is no longer an employee or officer of any Participating Company.

(k) 'Fair Market Value' means, unless another reasonable method for
determining fair market value is specified by the Committee, the closing
price of a share of Stock as reported on NASDAQ (or if such shares are
listed on a national securities exchange as reported on such exchange) for
the date in question.

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(l) 'Participating Company' means the Company or any subsidiary or
other affiliates of the Company.

(m) 'Performance Share' means a performance share subject to the
requirements of Section 5 and awarded in accordance with the terms of the
Plan.

(n) 'Plan' means the Centennial Cellular Corp. 1993 Management Equity
Incentive Plan, as the same may be amended, administered or interpreted
from time to time.

(o) 'Restricted Stock' means Stock delivered under the Plan subject to
the requirements of Section 6 and such other restrictions as the Committee
deems appropriate or desirable.

(p) 'Stock' means the Class A Common Stock of the Company and any
successor Common Stock.

(q) 'Total Disability' means the complete and permanent inability of
an Eligible Employee to perform all of his or her duties under the terms of
his or her employment with any Participating Company, as determined by the
Committee upon the basis of such evidence, including independent medical
reports and data, as the Committee deems appropriate or necessary.

3. SHARES SUBJECT TO THE PLAN

(a) The maximum number of shares of Stock which may be issued pursuant to
Awards under the Plan shall not exceed 350,000 shares, except for adjustments as
provided in Section 13 of this Plan. Such shares shall be made available either
from authorized and unissued shares, shares held by the Company in its treasury
or reacquired shares.

(b) If, for any reason, any shares of Stock awarded or subject to purchase
or issuance under the Plan are not delivered or are reacquired by the Company
for reasons including, but not limited to, a forfeiture of Restricted Stock or
Deferred Stock or termination, expiration or a cancellation of a Performance
Share, such shares of Stock shall be deemed not to have been issued pursuant to
Awards under the Plan.

(c) Shares of Stock received by the Company in connection with the payment
of withholding taxes shall reduce the number of shares deemed to have been
issued pursuant to Awards under the Plan.

4. GRANT OF AWARDS AND AWARD AGREEMENTS

(a) Subject to the provisions of the Plan, the Committee shall (i)
determine and designate from time to time those Eligible Employees or groups of
Eligible Employees to whom Awards are to be granted; (ii) grant Awards to
Eligible Employees; (iii) determine the form or forms of Award to be granted to
any Eligible Employee; (iv) determine the amount or number of shares of Stock,
including Restricted Stock or Deferred Stock if the Committee so determines,
subject to each Award; (v) determine the terms and conditions (which need not be
identical) of each Award; (vi) establish and modify performance objectives;
(vii) determine whether and to what extent Eligible Employees shall be allowed
or required to defer receipt of any Awards or other amounts payable under the
Plan to the occurrence of a specified date or event; (viii) determine the price
at which shares of Stock may be offered under each Award, which price may be
zero; (ix) interpret, construe and administer the Plan and any related award
agreement and define the terms employed therein; and (x) make all of the
determinations necessary or advisable with respect to the Plan or any Award
granted thereunder.

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(b) Each Award granted under the Plan shall be evidenced by a written Award
Agreement, in a form approved by the Committee. Such Award Agreement shall be
subject to and incorporate the express terms and conditions, if any, required
under the Plan or as required by the Committee for the form of Award granted and
such other terms and conditions as the Committee may specify.

(c) The Committee may modify or amend any Awards (by cancellation and
regrant or substitution of Awards or otherwise and with terms and conditions
more or less favorable to Eligible Employees) or waive any restrictions or
conditions applicable to any Awards or the exercise or realization thereof
(except that the Committee may not undertake any such modifications, amendments
or waivers if the effect thereof, taken as a whole, adversely and materially
affects the rights of any recipient of previously granted Awards without his or
her consent, unless such modification, amendment or waiver is necessary or
desirable for the continued validity of the Plan or its compliance with Rule
16b-3 or any successor rule under the Securities Exchange Act of 1934 or any
other rule or regulation).

(d) The Committee may permit the voluntary surrender of all or a portion of
any Award granted under the Plan to be conditioned upon the granting of a new
Award, or may require such voluntary surrender as a condition to a grant of a
new Award. Any such new Award shall be subject to such terms and conditions as
are specified by the Committee at the time the new Award is granted, determined
in accordance with the provisions of the Plan without regard to the terms of the
surrendered Award.

5. PERFORMANCE SHARES

(a) The Committee shall determine a performance period (the 'Performance
Period') of one or more years and shall determine the performance objectives for
grants of Performance Shares. Performance objectives may vary from Eligible
Employee to Eligible Employee and between groups of Eligible Employees and shall
be based upon such performance criteria or combination of factors as the
Committee may deem appropriate. Performance Periods may overlap and Eligible
Employees may participate simultaneously with respect to Performance Shares for
which different Performance Periods are prescribed.

(b) At the beginning of a Performance Period, the Committee shall determine
for each Eligible Employee or group of Eligible Employees with respect to that
Performance Period the range of dollar values, if any, which may be fixed or may
vary in accordance with such performance or other criteria specified by the
Committee, which shall be paid to an Eligible Employee as an Award if the
relevant measure of Company performance for the Performance Period is met.

(c) If an Eligible Employee terminates service with all Participating
Companies during a Performance Period because of death, Total Disability, or
following a significant event, as determined by the Committee, that Eligible
Employee shall be entitled to payment in settlement of each Performance Share
for which the Performance Period was prescribed (i) based upon the performance
objectives satisfied at the end of such Performance Period and (ii) prorated for
the portion of the Performance Period during which the Eligible Employee was
employed by any Participating Company; provided, however, that the Committee may
provide for an earlier payment in settlement of such Performance Share in such
amount and under such terms and conditions as the Committee deems appropriate or
desirable with the consent of the Eligible Employee. If an Eligible Employee
terminates service with all Participating Companies during a Performance Period
for any other reason, then such Eligible Employee shall not be entitled to any
payment with respect to that Performance Period unless the Committee shall
otherwise determine.

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(d) Each Performance Share may be paid in whole shares of Stock, including
Restricted Stock or Deferred Stock (together with any cash representing
fractional shares of Stock), or cash, or a combination of Stock and cash either
as a lump sum payment or in annual installments, all as the Committee shall
determine at the time of grant of the Performance Share or otherwise, commencing
as soon as practicable after the end of the relevant Performance Period.

6. RESTRICTED STOCK

(a) Restricted Stock may be received by an Eligible Employee either as an
Award or as payment for a Performance Share. Restricted Stock shall be subject
to a restriction period (after which restrictions shall lapse) which shall mean
a period commencing on the date the Award is granted and ending on such date or
upon the achievement of such performance or other criteria as the Committee
shall determine (the 'Restriction Period'). The Committee may provide for the
lapse of restrictions in installments where deemed appropriate.

(b) Except as otherwise provided in this Section 6, no shares of Restricted
Stock received by an Eligible Employee shall be sold, exchanged, transferred,
pledged, hypothecated or otherwise disposed of during the Restriction Period;
provided, however, that the Restriction Period for any Eligible Employee shall
expire and all restrictions on shares of Restricted Stock shall lapse upon the
Eligible Employee's death, Total Disability or retirement on or after age 65 or
an earlier age with the consent of the Company.

(c) If an Eligible Employee terminates employment with all Participating
Companies for any reason before the expiration of the Restriction Period, all
shares of Restricted Stock still subject to restriction shall, unless the
Committee otherwise determines, be forfeited by the Eligible Employee and shall
be reacquired by the Company.

(d) The Committee may require under such terms and conditions as it deems
appropriate or desirable that the certificates for Stock delivered under the
Plan may be held in custody by a bank or other institution, or that the Company
may itself hold such shares in custody until the Restriction Period expires or
until restrictions thereon otherwise lapse, and may require, as a condition of
any receipt of Restricted Stock, that the Eligible Employee shall have delivered
a stock power endorsed in blank relating to the Restricted Stock.

(e) Nothing in this Section 6 shall preclude an Eligible Employee from
exchanging any shares of Restricted Stock subject to the restrictions contained
herein for any other shares of Stock that are similarly restricted.

7. DEFERRED STOCK

(a) Deferred Stock may be credited to an Eligible Employee either as an
Award or as payment for a Performance Share. Deferred Stock shall be subject to
a deferral period which shall mean a period commencing on the date as of which
Deferred Stock is credited to the Eligible Employee and ending on such date or
upon the achievement of such performance or other criteria as the Committee
shall determine (the 'Deferral Period'). The Committee may provide for the
expiration of the Deferral Period in installments where deemed appropriate.

(b) Except as otherwise provided in this Section 7, no Deferred Stock
credited to an Eligible Employee shall be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of during the Deferral Period; provided,
however, that the Deferral Period for any Eligible Employee shall expire

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upon the Eligible Employee's death, Total Disability or retirement on or after
age 65 or an earlier age with the consent of the Company.

(c) At the expiration of the Deferral Period, the Eligible Employee shall
be entitled to receive a certificate pursuant to Section 9 for the number of
shares of Stock equal to the number of shares of Deferred Stock credited on his
or her behalf. Amounts equal to any dividends declared during the Deferral
Period with respect to the number of shares of Deferred Stock credited to an
Eligible Employee shall be paid to such Eligible Employee within 30 days after
each dividend was declared unless, at the time of the Award, the Committee
determined that such amounts should be reinvested in additional shares of
Deferred Stock, in which case additional shares of Deferred Stock shall be
credited to the Eligible Employee based on the Stock's Fair Market Value at the
time of each such dividend.

(d) If an Eligible Employee terminates employment with all Participating
Companies for any reason before the expiration of the Deferral Period, all
shares of Deferred Stock shall, unless the Committee otherwise determines, be
forfeited by the Eligible Employee.

8. OTHER STOCK-BASED AWARDS

The Committee may grant other Awards under the Plan which are denominated
in stock units or pursuant to which shares of Stock may be acquired, including
Awards valued using measures other than market value, if deemed by the Committee
in its discretion to be consistent with the purposes of the Plan. Subject to the
terms of the Plan, the Committee shall determine the form of such Awards, the
number of shares of Stock to be granted or covered pursuant to such Awards and
all other terms and conditions of such Awards.

9. CERTIFICATES FOR AWARDS OF STOCK

(a) Subject to Section 6(d), each Eligible Employee entitled to receive
shares of Stock under the Plan shall be issued a certificate for such shares.
Such certificate shall be registered in the name of the Eligible Employee and
shall bear an appropriate legend reciting the terms, conditions and
restrictions, if any, applicable to such shares and shall be subject to
appropriate stop-transfer orders.

(b) The Company shall not be required to issue or deliver any certificates
for shares of Stock prior to (i) the listing of such shares on any stock
exchange or quotation system on which the Stock may then be listed or quoted and
(ii) the completion of any registration, qualification, approval or
authorization of such shares under any federal or state law, or any ruling or
regulation or approval or authorization of any governmental body which the
Company shall, in its sole discretion, determine to be necessary or advisable.

(c) All certificates for shares of Stock delivered under the Plan shall
also be subject to such stoptransfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange or quotation
system upon which the Stock is then listed or quoted and any applicable federal
or state securities laws, and the Committee may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions. The foregoing provisions of this Section 9(c) shall not be
effective if and to the extent that the shares of Stock delivered under the Plan
are covered by an effective and current registration statement under the
Securities Act of 1933, or if and so long as the Committee determines that
application of such provisions is no longer required or desirable. In making
such determination, the Committee may rely upon an opinion of counsel for the
Company.

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(d) Except for the restrictions on Restricted Stock or Deferred Stock under
Sections 6 and 7, each Eligible Employee who receives an award of Stock shall
have all of the rights of a shareholder with respect to such shares, including
the right to vote the shares and receive dividends and other distributions. No
Eligible Employee awarded a Performance Share or Deferred Stock shall have any
right as a shareholder with respect to any shares subject to such Award prior to
the date of issuance to him or her of a certificate or certificates for such
shares.

10. BENEFICIARY

(a) Each Eligible Employee shall file with the Committee a written
designation of one or more persons as the Beneficiary who shall be entitled to
receive the Award, if any, payable under the Plan upon his or her death. An
Eligible Employee may from time to time revoke or change his or her Beneficiary
designation without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation, or change or
revocation thereof, shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless received
by the Committee prior to the Eligible Employee's death, and in no event shall
it be effective as of a date prior to such receipt.

(b) If no such Beneficiary designation is in effect at the time of an
Eligible Employee's death, or if no designated Beneficiary survives the Eligible
Employee or if such designation conflicts with law, the Eligible Employee's
estate shall be entitled to receive the Award, if any, payable under the Plan
upon his or her death. If the Committee is in doubt as to the right of any
person to receive such Award, the Company may retain such Award, without
liability for any interest thereon, until the Committee determines the right
thereto, or the Company may pay such Award into any court of appropriate
jurisdiction and such payment shall be a complete discharge of the liability of
the Company therefor.

11. ADMINISTRATION OF THE PLAN

(a) The Plan shall be administered by the Committee, which shall consist of
two or more persons, as appointed by the Board and serving at the Board's
pleasure. Each member of the Committee shall be both a member of the Board and a
'disinterested person' within the meaning of Rule 16b-3(c)(2) under the
Securities Exchange Act of 1934 or any successor rule or regulation.

(b) All decisions, determinations or actions of the Committee made or taken
pursuant to grants of authority under the Plan shall be made or taken in the
sole discretion of the Committee and shall be final, conclusive and binding on
all persons for all purposes.

(c) The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof and any related
Award Agreement and define the terms employed in the Plan or any Award
Agreement, and its interpretations and constructions thereof and actions taken
thereunder shall be, except as otherwise determined by the Board, final,
conclusive and binding on all persons for all purposes.

(d) The Committee shall have full power, discretion and authority to
prescribe and rescind rules, regulations and policies for the administration of
the Plan.

(e) The Committee's decisions and determinations under the Plan and with
respect to any Award granted thereunder need not be uniform and may be made
selectively among Eligible Employees, whether or not such Eligible Employees are
similarly situated.

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(f) The Committee shall keep minutes of its actions under the Plan. The act
of a majority of the members present at a meeting duly called and held shall be
the act of the Committee. Any decision or determination reduced to writing and
signed by all members of the Committee shall be fully as effective as if made by
unanimous vote at a meeting duly called and held.

(g) The Committee may employ such legal counsel, including without
limitation independent legal counsel and counsel regularly employed by the
Company, consultants and agents as the Committee may deem appropriate for the
administration of the Plan and may rely upon any opinion received from any such
counsel or consultant and any computations received from any such consultant or
agent. All expenses incurred by the Committee in interpreting and administering
the Plan, including, without limitation, meeting fees and expenses and
professional fees, shall be paid by the Company.

(h) No member or former member of the Committee or the Board shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award granted under it. Each member or former member of the
Committee or the Board shall be indemnified and held harmless by the Company
against all cost or expense (including counsel fees and expenses) or liability
(including any sum paid in settlement of a claim with the approval of the Board)
arising out of any act or omission to act in connection with the Plan unless
arising out of such member's or former member's own fraud or bad faith. Such
indemnification shall be in addition to any rights of indemnification or
insurance the members or former members may have as directors or under the
by-laws of the Company or otherwise.

12. AMENDMENT OR DISCONTINUANCE

The Board may, at any time, amend or terminate the Plan. The Plan may also
be amended by the Committee, provided that all such amendments shall be reported
to the Board. No amendment shall become effective unless approved by affirmative
vote of the Company's shareholders if such approval is necessary or desirable
for the continued validity of the Plan or if the failure to obtain such approval
would adversely affect the compliance of the Plan with Rule 16b-3 or any
successor rule under the Securities Exchange Act of 1934, or any other rule or
regulation. No amendment or termination shall, when taken as a whole, adversely
and materially affect the rights of any recipient of a previously granted award
without his or her consent unless the amendment or termination is necessary or
desirable for the continued validity of the Plan or its compliance with Rule
16b-3 or any successor rule under the Securities Exchange Act of 1934 or any
other rule or regulation.

13. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK

In the event of any recapitalization, reclassification, stock dividend,
split-up or consolidation of shares of Stock, merger or consolidation of the
Company, or other event affecting the Stock as determined by the Committee, the
Committee shall make appropriate adjustments in the number and kind of
securities which may be issued pursuant to Awards under the Plan, including
Awards then outstanding, and the Committee may make such adjustments to the
terms, conditions or restrictions on securities or Awards as the Committee deems
equitable.

14. MISCELLANEOUS

(a) Nothing in this Plan or any Award granted hereunder shall confer upon
any employee any right to continue in the employ of any Participating Company or
interfere in any way with the right of any Participating Company to terminate
his or her employment at any time.

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(b) No Award payable under the Plan shall be deemed salary or compensation
for the purpose of computing benefits under any employee benefit plan or other
arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise.

(c) No Eligible Employee shall have any claim to an Award until it is
actually granted under the Plan. To the extent that any person acquires a right
to receive payments from the Company under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company. All
payments of Awards provided for under the Plan shall be paid by the Company
either by issuing shares of Stock or by delivering cash from the general funds
of the Company or other property of the Company; provided, however, that such
payments shall be reduced by the amount of any payments made to the participant
or his or her dependents, beneficiaries or estate from any trust or special or
separate fund established in connection with this Plan. The Company shall not be
required to establish a special or separate fund or other segregation of assets
to assure such payments, and, if the Company shall make any investments to aid
it in meeting its obligations hereunder, the participant shall have no right,
title, or interest whatever in or to any such investments except as may
otherwise be expressly provided in a separate written instrument relating to
such investments.

(d) Absence on leave approved by a duly constituted officer of the Company
shall not be considered interruption or termination of employment for any
purposes of the Plan; provided, however, that no Award may be granted to an
employee while he or she is absent on leave.

(e) If the Committee shall find that any person to whom any Award, or
portion thereof, is payable under the Plan is unable to care for his or her
affairs because of illness or accident, or is a minor, then any payment due him
or her (unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Company, be paid to his or
her spouse, a child, a relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Company therefor.

(f) The right of any Eligible Employee or other person to any Award or
Performance Share under the Plan may not be assigned, transferred, pledged or
encumbered, either voluntarily or by operation of law, except as provided in
Section 10 with respect to the designation of a Beneficiary or as may otherwise
be required by law. If, by reason of any attempted assignment, transfer, pledge,
or encumbrance or any bankruptcy or other event happening at any time, any
amount payable under the Plan would be made subject to the debts or liabilities
of the Eligible Employee or his or her Beneficiary or would otherwise devolve
upon anyone else and not be enjoyed by the Eligible Employee or his or her
Beneficiary, then the Committee may terminate such person's interest in any such
payment and direct that the same be held and applied to or for the benefit of
the Eligible Employee, his or her Beneficiary or any other persons deemed to be
the natural objects of his or her bounty, taking into account the expressed
wishes of the Eligible Employee (or, in the event of his or her death, those of
his or her Beneficiary) in such manner as the Committee may deem proper.

(g) Copies of the Plan and all amendments, administrative rules and
procedures and interpretations shall be made available for review to all
Eligible Employees at all reasonable times at the Company's administrative
offices.

(h) The Committee shall cause to be made, as a condition precedent to the
payment of any Award, or otherwise, appropriate arrangements with the Eligible
Employee or his or her Beneficiary, for the withholding of any federal, state,
local or foreign taxes. The Committee may in its discretion permit the payment
of such withholding taxes by authorizing the Company to withhold shares of Stock
to be

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issued, or by delivering to the Company shares of Stock owned by the Eligible
Employee or Beneficiary, in either case having a Fair Market Value equal to the
amount of such taxes.

(i) The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required.

(j) All elections, designations, requests, notices, instructions and other
communications from an Eligible Employee, Beneficiary or other person to the
Committee, required or permitted under the Plan, shall be in such form as is
prescribed from time to time by the Committee and shall be mailed by first class
mail or delivered to such location as shall be specified by the Committee.

(k) The terms of the Plan shall be binding upon the Company and its
successors and assigns.

(l) Captions preceding the sections hereof are inserted solely as a matter
of convenience and in no way define or limit the scope or intent of any
provisions hereof.

15. EFFECTIVE DATE AND STOCKHOLDER APPROVAL

The Effective Date of the Plan shall be August 17, 1993, subject to
approval by the holders of a majority of the Class A Common Stock and the Class
B Common Stock outstanding and entitled to vote at the Company's 1993 Annual
Meeting of Shareholders. No awards will be granted under the Plan after the
expiration of ten years from the Effective Date.

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APPENDIX I -- PROXY CARD

PROXY CENTENNIAL CELLULAR 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 Centennial Cellular Corp., a Delaware
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)

A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE

FOR all nominees WITHHOLD
listed to right AUTHORITY for
all nominees
1. Election of [ ] [ ]
Directors

NOMINEES: Daryl A. Ferguson
Bernard P. Gallagher
Rudy J. Graf,
William M. Kraus
David Z. Rosensweig
Scott N.Schneider
Peter J. Solomon
Frank Tow

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

____________________________________________________

2. Proposal to ratify the approval and adoption by the Board of Directors of an
amendment to Centennial Cellular Corp.'s 1993 Management Equity Incentive
Plan to increase the number of shares of Class A Common Stock available for
grant thereunder from 100,000 to 350,000.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. 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.

[ ] [ ] [ ]

4. 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.

[ ] [ ] [ ]

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, FOR PROPOSAL 2, FOR
PROPOSAL 3 AND THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS
REFERRED TO IN ITEM 4.

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 proxies heretofore given.

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

SIGNATURE __________________ SIGNATURE ___________________ DATED ________, 1996
NOTE: 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.