



<PAGE>

<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                                       [X]

   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                 For the quarterly period ended August 31, 1997
                                       OR

                                       [ ]
                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        for the transition period from         to
                          Commission file number 1-9676

                          CENTURY COMMUNICATIONS CORP.
             (Exact name of registrant as specified in its charter)

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

                                50 Locust Avenue
                              New Canaan, CT 06840

          (Address of principal executive offices, including zip code)
                                 (203) 972-2000

              (Registrant's telephone number, including area code)

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

               YES [X]                              NO [ ]

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

Class A Common - 29,933,906 outstanding shares as of October 8, 1997
Class B Common - 44,357,308 outstanding shares as of October 8, 1997


<PAGE>

<PAGE>


                         PART I - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                  CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                              August 31,
                                                                                                 1997                        May 31,
                                                                                              (Unaudited)                     1997
                                                                                               ----------                 ----------
<S>                                                                                                <C>                        <C>   
ASSETS

Current Assets:

    Cash and cash equivalents                                                                  $  158,653                 $  151,947

    Accounts receivable, less allowance for doubtful
        accounts of $4,484 and $3,592, respectively                                                61,625                     48,958

    Prepaid expenses and other current assets                                                      12,137                     14,649
                                                                                               ----------                 ----------
        Total current assets                                                                      232,415                    215,554

Property, plant and equipment  - net                                                              733,169                    715,418

Investment in marketable equity securities                                                         40,950                     45,118

Equity investments in cable television and wireless
    telephone systems - net                                                                       102,680                    102,097

Debt issuance costs, less accumulated amortization
    of $15,283 and $13,270, respectively                                                           29,970                     31,735

Cable television franchises, less accumulated
    amortization of $338,914 and $322,309, respectively                                           382,964                    401,775

Wireless telephone licenses, less accumulated amortization
    of $227,360 and $214,494, respectively                                                        334,339                    347,206

Excess of purchase price over value of net assets acquired,
    less accumulated amortization of $61,042 and $58,920,
    respectively                                                                                  278,521                    280,643

Other assets                                                                                       15,037                     14,685
                                                                                               ----------                 ----------
                                                                                               $2,150,045                 $2,154,231
                                                                                               ==========                 ==========
</TABLE>

                 See notes to consolidated financial statements


                                       1
<PAGE>

<PAGE>


                  CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)
                    (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                            August 31,
                                                                                               1997                        May 31,
                                                                                           (Unaudited)                      1997
                                                                                           -----------                  -----------
<S>                                                                                        <C>                          <C>        
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
    Current maturities of long-term debt                                                   $    14,371                  $    15,011
    Accounts payable                                                                            33,419                       26,711
    Accrued expenses and other current liabilities                                             138,322                      150,407
                                                                                           -----------                  -----------
    Total current liabilities                                                                  186,112                      192,129

Long-term debt                                                                               2,232,380                    2,186,981

Deferred income taxes                                                                           49,597                       53,959

Minority interest in subsidiaries                                                              125,767                      133,518

Preferred stock, par value $.01 per share, authorized
    100,000,000 shares, none issued                                                               --                           --

Subsidiary convertible redeemable preferred stock (at
    aggregate liquidation value), par value $.01 per share,
    authorized, issued and outstanding 102,187 shares
    (redemption value of $1,823.00 per share)                                                  186,287                      186,287

Common stockholders' deficiency:
    Common stock, par value $.01 per share:
        Class A, authorized 400,000,000 shares,
           issued 63,466,434 and 62,695,127
           shares, respectively, and outstanding
           30,984,315 and 30,968,289 shares, respectively                                          635                          627
        Class B, authorized 300,000,000 shares, issued
           and outstanding 44,357,308 and 45,126,115 shares,
           respectively                                                                            444                          451
Additional paid-in capital                                                                     176,063                      176,871
Other, including 32,482,119 and 31,726,838 treasury shares,
    respectively                                                                              (133,629)                    (127,549)
Accumulated deficit                                                                           (673,611)                    (649,043)
                                                                                           -----------                  -----------
    Total common stockholders' deficiency                                                     (630,098)                    (598,643)
                                                                                           -----------                  -----------
                                                                                           $ 2,150,045                  $ 2,154,231
                                                                                           ===========                  ===========

</TABLE>

                 See notes to consolidated financial statements


                                       2

<PAGE>

<PAGE>


                  CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                    (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>

                                                                                               Three Months Ended August 31,
                                                                                          ------------------------------------------
                                                                                               1997                        1996
                                                                                          ------------                 ------------
<S>                                                                                       <C>                          <C>         
Revenues:
     Cable service income                                                                 $    119,436                 $    112,685
     Wireless telephone service income                                                          52,853                       32,365
     Australian operations                                                                       8,460                        7,954
                                                                                          ------------                 ------------
                                                                                               180,749                      153,004
                                                                                          ------------                 ------------
Costs and expenses:
     Cost of services - Cable                                                                   26,216                       24,345
     Cost of services - Wireless telephone                                                      11,955                        7,469
     Selling, general and administrative                                                        48,330                       35,894
     Australian expenses                                                                         8,130                        6,960
     Depreciation and amortization - domestic                                                   63,376                       56,136
     Depreciation and amortization - Australia                                                   3,678                        6,514
     Write-down of Australian assets                                                              --                         40,000
                                                                                          ------------                 ------------
                                                                                               161,685                      177,318
                                                                                          ------------                 ------------
Operating income (loss)                                                                         19,064                      (24,314)
                                                                                          ------------                 ------------
Gain on sale of assets                                                                           2,004                           48
Interest expense                                                                                52,296                       48,424
Other income                                                                                     3,161                        1,368
                                                                                          ------------                 ------------
     Loss before income tax (benefit) and minority interest                                    (28,067)                     (71,322)
Income tax (benefit)                                                                            (2,011)                      (6,598)
                                                                                          ------------                 ------------
Loss before minority interest                                                                  (26,056)                     (64,724)

Minority interest in loss of subsidiaries                                                        1,488                        3,512
                                                                                          ------------                 ------------
            Net loss                                                                      $    (24,568)                $    (61,212)
                                                                                          ============                 ============
Dividend on subsidiary convertible
     redeemable preferred stock                                                           $      1,259                 $      1,098
                                                                                          ============                 ============
Loss applicable to common shares                                                          $    (25,827)                $    (62,310)
                                                                                          ============                 ============
Loss per common share                                                                     $       (.34)                $       (.84)
                                                                                          ============                 ============
Weighted average number of common shares
     outstanding during the period                                                          75,782,000                   74,069,000
                                                                                          ============                 ============
</TABLE>


                 See notes to consolidated financial statements

                                       3
<PAGE>

<PAGE>


                  CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>


                                                                                                   Three Months Ended August 31,
                                                                                            ---------------------------------------
                                                                                              1997                           1996
                                                                                            ---------                     ---------
<S>                                                                                         <C>                           <C>      
OPERATING ACTIVITIES:
    Cash received from subscribers and others                                               $ 205,537                     $ 171,122
    Cash paid to suppliers, employees and
        governmental agencies                                                                (123,914)                     (101,961)
    Interest paid                                                                             (41,539)                      (28,325)
                                                                                            ---------                     ---------
        NET CASH PROVIDED BY OPERATING ACTIVITIES                                              40,084                        40,836
                                                                                            ---------                     ---------
INVESTING ACTIVITIES:
    Capital expenditures                                                                      (64,526)                      (36,611)
    Cable television franchise expenditures                                                       (60)                         --
    Acquisition of other assets                                                                  (723)                      (15,381)
    Acquisition of cable television and wireless
        telephone systems                                                                        --                          (5,095)
    Distributions received from equity investments                                              5,447                         1,385
    Capital contributed to equity investments                                                    (812)                         (213)
                                                                                            ---------                     ---------
        NET CASH USED IN INVESTING ACTIVITIES                                                 (60,674)                      (55,915)
                                                                                            ---------                     ---------
FINANCING ACTIVITIES:
    Proceeds from long-term borrowings                                                         70,500                       523,087
    Principal payments on long-term debt                                                      (31,037)                     (544,000)
    Debt issuance costs                                                                          (248)                       (1,802)
    Payment of subsidiary preferred stock dividends                                            (4,064)                         --
    Issuance of common stock                                                                      452                         2,716
    Purchase of treasury stock, (including Centennial)                                         (8,307)                       (1,588)
                                                                                            ---------                     ---------
        NET CASH PROVIDED BY(USED IN)
           FINANCING ACTIVITIES                                                                27,296                       (21,587)
                                                                                            ---------                     ---------
NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                                                            6,706                       (36,666)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                               151,947                       164,592
                                                                                            ---------                     ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                                   $ 158,653                     $ 127,926
                                                                                            =========                     =========

</TABLE>



                 See notes to consolidated financial statements


                                       4

<PAGE>

<PAGE>




                  CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                                   Three Months Ended August 31,
                                                                                              --------------------------------------
                                                                                                   1997                      1996
                                                                                              ---------                   ---------
<S>                                                                                           <C>                         <C>       
RECONCILIATION OF NET LOSS TO NET CASH
    PROVIDED BY OPERATING ACTIVITIES:
NET LOSS                                                                                      $ (24,568)                  $ (61,212)
                                                                                              ---------                   ---------
Adjustments to reconcile net loss to net cash provided
   by operating activities:
        Depreciation and amortization                                                            67,054                      62,650
        Write-down of Australian assets                                                            --                        40,000
        Deferred income taxes - decrease                                                         (4,362)                     (8,576)
        Minority interest in loss of subsidiaries                                                (1,488)                     (3,512)
        Non-cash interest charges                                                                 7,266                       5,400
        Other                                                                                     1,181                      (2,243)
        Change in assets and liabilities, net of effects of
           acquired, exchanged and disposed cable television
           and wireless telephone systems
               Accounts receivable - (increase)                                                 (16,251)                    (15,272)
               Prepaid expenses and other current assets -
                   decrease (increase)                                                            2,512                      (1,035)
               Accounts payable, accrued expenses,
                   and other current liabilities -increase                                        8,740                      24,636
                                                                                              ---------                   ---------
        Total adjustments                                                                        64,652                     102,048
                                                                                              ---------                   ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                     $  40,084                   $  40,836
                                                                                              =========                   =========

</TABLE>






                 See notes to consolidated financial statements

                                       5

<PAGE>

<PAGE>




                  CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
          (AMOUNTS IN THOUSANDS, EXCEPT SUBSCRIBER, POP AND SHARE DATA)

NOTE 1. INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying interim unaudited consolidated
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the consolidated financial position of
Century Communications Corp. and subsidiaries (the "Company") as of August 31,
1997 and the results of its consolidated operations and cash flows for the three
months ended August 31, 1997 and 1996. The statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's May 31, 1997 Annual Report on Form 10-K. Certain
reclassifications have been made to prior period balances to conform with the
current period's presentation. The 1997 Annual Report on Form 10-K for the
Company includes a summary of significant accounting policies and other
disclosures and should be read in conjunction with this Form 10-Q. The
consolidated balance sheet at May 31, 1997 is audited. The August 31, 1997 and
1996 financial statements do not include all disclosures required by generally
accepted accounting principles.

NOTE 2.  ACCOUNT ANALYSIS

Accrued expenses and other current liabilities consist of the following:

<TABLE>
<CAPTION>
                                                 August 31,          May 31,
                                                   1997               1997
                                                 --------            --------
<S>                                           <C>                 <C>     
     Accrued interest                            $ 35,900            $ 32,409
     Accrued capital purchases                       --                11,317
     Accrued unpaid invoices                         --                 9,620
     Australian accrued expenses                   17,502              17,070
     Accrued other                                 69,736              58,821
     Customer deposits and prepaids                15,184              21,170
                                                 --------            --------
                                                 $138,322            $150,407
                                                 ========            ========
</TABLE>

NOTE 3.  INVESTMENT IN MARKETABLE EQUITY SECURITIES

The Company classifies its investments in marketable equity securities as
available for sale in accordance with SFAS No. 115 "Accounting for Certain
Investments in Debt and Equity Securities". For the three months ended August
31, 1997, the Company recorded a decrease in the unrealized appreciation of
marketable securities of $4,168 as a result of a decline in the market value of
these securities.

NOTE 4.  REVENUE RECOGNITION

Cable service income includes earned subscriber service revenues and charges for
installation and connections, net of programmers' share of pay television
revenue. Such programmers' shares netted against service income amounted to
$30,878 and $27,434 for the three months ended August 31, 1997 and 1996,
respectively.


                                       6

<PAGE>

<PAGE>



Wireless telephone service income includes service revenues and charges for
installation and connections, net of land line charges of $8,850 and $7,212 for
the three months ended August 31, 1997 and 1996, respectively.

NOTE 5.  SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the three months ended August 31, 1996, the Company reclassified $14,828
of cable television franchises to goodwill in relation to the acquisition of
certain cable television systems.

NOTE 6.  ACQUISITIONS

On May 31, 1996, the Company acquired the cable television systems serving
Anaheim, Hermosa Beach/Manhattan Beach, Fairfield and Rohnert Park/Yountville,
California for an aggregate purchase price of approximately $287,600, subject to
adjustment. Funds for this acquisition were provided by an existing bank credit
facility. At May 31, 1996, such cable television systems served an aggregate of
approximately 135,000 primary basic subscribers. Approximately $103,695 and
$183,148 of the purchase price was allocated to property, plant and equipment
and cable television franchise, respectively.

On August 16, 1996, the Company entered into agreements to acquire two cable
television systems which serve an aggregate of approximately 35,000 primary
basic subscribers, which agreements were subsequently assigned to a joint
venture in which each of the Company and Citizens Utilities Company ("Citizens
Utilities" or "Citizens") have a 50% interest (the "Century/Citizens Joint
Venture"). These systems are primarily located in Yorba Linda, Orange County and
Diamond Bar, California. Pursuant to the agreements, the aggregate purchase
price for these systems was approximately $69,500. The Company currently expects
to fund its share of the purchase price for the acquisitions using available
credit facilities. The purchase of these systems by the Century/Citizens Joint
Venture is subject to regulatory approvals. There is no assurance that the
Century/Citizens Joint Venture will obtain such approvals or that such
acquisitions will be completed.

ACQUISITIONS, EXCHANGES, DISPOSITIONS - CENTENNIAL

On September 12, 1996, Centennial acquired for approximately $35,000 in cash,
100% of the ownership interests in the partnership owning the wireless telephone
system serving the Benton Harbor, Michigan MSA. The Benton Harbor market
represents approximately 161,400 Net Pops. Approximately, $33,429 of the
purchase price was allocated to wireless telephone licenses.

Centennial has determined to pursue a strategy to sell or otherwise dispose of
its minority equity investments in wireless telephone systems representing
approximately 1,100,000 net pops. Centennial has not yet made a final
determination as to the estimated sale proceeds or the timing of such
disposition and believes the fair market value of its minority equity
investments exceeds the net book value of the recorded assets at August 31,
1997.

The summary pro forma information includes the results of the Company and all
acquisitions and pending acquisitions, in each case as if such acquisitions had
been completed as of June 1, 1996.

                                             Three Months Ended August 31,
                                             -----------------------------
                                              1997                 1996
                                             --------          ----------
                                                     (Unaudited)

Revenue                                      $184,908          $ 158,173
Net loss                                      (25,377)           (61,901)
Net loss per common share                        (.35)              (.85)




                                       7
<PAGE>

<PAGE>


Pro forma net loss per common share for the three months ended August 31, 1997
and 1996 is calculated on a fully diluted basis using the pro forma average
number of common shares outstanding during the period, including common stock
equivalents.

NOTE 7.  LONG-TERM DEBT

(a) On January 17, 1997, the Company issued Senior Notes due 2007 ("8 7/8%
Notes") in the principal amount of $250,000 which mature on January 15, 2007.
The 8 7/8% Notes were issued pursuant to a $500,000 shelf registration of the
Company's securities filed with the SEC on October 26, 1993. The 8 7/8% Notes
bear interest at 8 7/8% payable semiannually on January 15 and July 15 of each
year commencing July 15, 1997. The 8 7/8% Notes may not be redeemed prior to
maturity.

The 8 7/8% Notes rank pari passu with all existing and future Senior
Indebtedness (as that term is used in the Indenture under which the 8 7/8% Notes
were issued) of the Company, including the 8 3/4% Notes (as defined below), 9
3/4% Senior Notes due 2002, the 9 1/2% Senior Notes due 2000, the Senior
Discount Notes due 2003 and the 9 1/2% Senior Notes due 2005, and will be senior
in right of payment to all existing and future subordinated indebtedness of the
Company.

The net proceeds received by the Company from the sale of the 8 7/8% Notes, of
approximately $244,607, were used to temporarily repay a portion of the
long-term debt outstanding under two credit agreements executed by subsidiaries
of the Company. The net proceeds were used to retire $204,000 aggregate
principal amount of 11 7/8% Senior Subordinated Debentures due 2003 issued by
the Company in October 1991 (the "11 7/8% Debentures). The 11 7/8% Debentures
were called by the Company on April 15, 1997 at a redemption price of 105% of
the principal amount thereof. Accordingly, the amount required to retire the
11 7/8% Debentures at such time was $214,200 plus accrued interest of $12,113.
The effect of the redemption resulted in an extraordinary loss during the fourth
quarter of fiscal 1997 of approximately $7,582, net of income taxes, reflecting
the call premium and write-off of deferred financing costs. The balance of the
proceeds were used by the Company for working capital and general corporate
purposes.

(b) CCC-II, Inc. ("CCC-II"), a subsidiary of the Company, entered into a credit
agreement, as amended August 12, 1996, that provides CCC-II a three year
$350,000 unsecured revolving credit facility which converts to a five year term
loan with a syndicate of banks led by Citibank, N.A., as agent for the syndicate
(the "CCC-II Credit Agreement"). The interest rates payable on borrowings under
the credit facility are based on, at the election of CCC-II, (a) the base rate
of interest announced by Citibank, N.A. plus 0% to 0.5% per annum based upon
certain conditions, or (b) the London Interbank Offering Rate plus 0.75 to
1.375% per annum based upon certain conditions. The credit facility restricts
the incurrence of certain additional debt by CCC-II, limits the ability of
CCC-II to pay dividends to the Company and requires that certain operating tests
be met. At August 31, 1997, $151,000 was outstanding under the CCC-II Credit
Agreement.

(c) CCC-I, Inc. ("CCC-I"), a subsidiary of the Company, entered into a credit
agreement, as amended August 12, 1996, that provides CCC-I a three year $525,000
unsecured revolving credit facility which converts to a five year term loan with
a syndicate of banks led by Citibank, N.A. as agent for the syndicate (the
"CCC-I Credit Agreement"). The proceeds of the facility were used by CCC-I to
repay existing indebtedness of CCC-I and will be used for working capital and
general corporate purposes. The repayment by CCC-I of its existing indebtedness
discharged all of CCC-I's obligations under its then-existing $300,000 credit
agreement and, as a result, such agreement was terminated. The interest rates
payable on borrowings under the credit facility are based on, at the election of
CCC-I, (a) the base rate of interest announced by Citibank, N.A. plus 0% to
0.625% per annum based upon certain conditions, or (b) the London Interbank
Offering Rate plus 0.75% to 1.625% per annum based upon certain conditions. The
credit facility restricts the incurrence of certain additional debt of 


                                       8


<PAGE>

<PAGE>

CCC-I, limits the ability of CCC-I to pay dividends to the Company and requires
that certain operating tests be met. At August 31, 1997 $359,000 was outstanding
under the CCC-I Credit Agreement.

(d) On September 12, 1996, Centennial entered into a $75,000 revolving credit
facility with Citibank, N.A., which was amended April 22, 1997 and further
amended on July 28, 1997, (the "Credit Facility"). The Credit Facility
terminates on January 31, 2001. The Credit Facility may be used for working
capital and general corporate purposes. The interest rate payable on borrowings
under the Credit Facility is based on, at the election of Centennial, (a) the
"Base Rate," as defined, plus a margin of 2% or (b) the "Eurodollar Base Rate",
as defined, plus a margin of 3%. The Credit Facility is secured by the pledge of
stock of certain of Centennial's subsidiaries not otherwise subject to
restrictions under its Senior Note Indentures, including the subsidiary which
operates the Benton Harbor system. The Credit Facility is further guaranteed by
certain of Centennial's subsidiaries holding Investment Interests (as defined).
The Credit Facility restricts the incurrence of certain additional debt by
Centennial, limits Centennial's ability to pay dividends and requires that
certain operating tests be met. At August 31, 1997, no amounts were outstanding
under the Credit Facility.

(e) On April 15, 1997, Citizens Century Cable Television Venture ("CCCTV")
entered into an agreement for the provision of a three-year revolving credit
facility in the principal amount of $200,000 with Bank of America and Societe
General, which converts into a five-year term loan. The facility is secured by
the assets of CCCTV. The loan is non-recourse to both Citizens and the Company.
Borrowings under the facility are to be repaid in semi-annual installments
commencing June 30, 2000 and expiring on March 31, 2005. The facility requires
mandatory prepayments of principal refinancing to the extent that the loan
balance exceeds the refinancing on the working capital commitment (as defined in
the facility). Borrowings under the facility bear interest, at the option of
CCCTV, at either the base rate, certificate of deposit rate, or the Eurodollar
rate, plus the applicable margin (as defined in the facility). The principal use
of proceeds will be to fund acquisitions as well as general corporate purposes.
No amounts were outstanding under the facility at August 31, 1997.

(f) On April 25, 1997, Centennial Puerto Rico Wireless Corporation ("CPRW")
entered into a $130,000 revolving credit Facility with Citibank, N.A. as agent
which converts to a four-year term loan on April 25, 2001 (the "Puerto Rico
Credit Facility"). The proceeds from the Puerto Rico Credit Facility will be
used primarily to finance the construction and operation of PCS, competitive
access and telecommunications networks in Puerto Rico and the United States
Virgin Islands. The proceeds will also be used for working capital and general
corporate purposes and were used to pay certain cash dividends to Centennial as
permitted by the Puerto Rico Credit Facility. The interest rate payable on
borrowings under the Puerto Rico Credit Facility is based on, at the election of
CPRW, (a) the "Base Rate," as defined, plus a margin of 1.50% or (b) the
"Eurodollar Rate", as defined, plus a margin of 2.50%, adjusted for the
maintenance of certain specified leverage ratios, as applicable. The Puerto Rico
Credit Facility is non-recourse to Centennial and the Company. The Puerto Rico
Credit Facility is secured by substantially all of the assets of CPRW and its
direct and indirect subsidiaries. The Puerto Rico Credit Facility restricts the
use of borrowing, limits the incurrence of certain additional indebtedness by
CPRW, limits CPRW's ability to declare and pay dividends to Centennial and
management fees to affiliates and requires that certain operating tests be met.
At August 31, 1997, $99,500 was outstanding under the Puerto Rico Credit
Facility.

At August 31, 1997, the Company and its subsidiaries were in compliance with all
covenants of their respective debt agreements.



                                       9
<PAGE>

<PAGE>



NOTE 8.  NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 128, "Earnings Per Share", which is effective for
financial statements ending after December 15, 1997. This statement supercedes
Accounting Principles Board Opinion No. 15 ("APB 15") and replaces the
presentation of primary Earnings Per Share ("EPS") on the face of the statement
of operations. Adoption of SFAS 128 will not result in a change of EPS
previously reported by the company using APB 15. Disclosure of Diluted EPS is
not currently required due to the anti-dilutive effect of the Company's equity
instruments.

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 129, "Disclosure of Information about Capital
Structures", Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income", and Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" in 1997.
The Company believes these Statements will not have a material impact on the
consolidated financial statements of the Company when adopted.

NOTE 9.  STOCK REPURCHASE

In October 1992, the Company's Board of Directors authorized the purchase of up
to 2,000,000 shares of its Class A Common Stock in the open market and in
privately negotiated transactions, depending on prevailing market conditions.
During August, 1997, the Company announced that its Board of Directors
authorized the repurchase in the open market and in privately negotiated
transactions, from time to time, of up to 5,000,000 additional shares of Class A
Common Stock, depending on prevailing market conditions. The Company purchased
171,500 shares of Class A Common Stock in the open market for an aggregate
purchase price of $660 during the fourth quarter of fiscal 1997. During the
three months ended August 31, 1997, the Company purchased 736,000 additional
shares of Class A Common Stock in the open market for an aggregate purchase
price of $3,990. Subsequent to August 31, 1997, the Company purchased 1,071,000
of such shares in the open market for an aggregate purchase price of $6,962.
These shares have been accounted for as treasury shares during the respective
fiscal years. As of October 8, 1997, the Company is authorized to repurchase
5,021,500 additional shares of Class A Common Stock after giving effect to the
shares repurchased to date.

On December 21, 1994, Centennial announced that its Board of Directors
authorized the repurchase in the open market and in privately negotiated
transactions from time to time, of up to 1,000,000, shares of Class A Common
Stock, depending on prevailing market conditions. Also, during the three months
ended August 31, 1997, Centennial announced that its Board of Directors had
authorized the repurchase in the open market and in privately negotiated
transactions of up to an additional 3,000,000 shares of its Class A Common
Stock, depending on prevailing market conditions. During the three months ended
August 31, 1997, Centennial purchased 262,000 shares of its Class A Common Stock
in the open market for an aggregate purchase price of $4,192. Subsequent to
August 31, 1997, Centennial purchased 280,000 additional shares of such common
stock in the open market for an aggregate purchase price of $4,938. These shares
have been accounted for as Treasury Shares. As of October 8, 1997, Centennial is
authorized to repurchase 3,458,000 additional shares of Class A Common Stock
after giving effect to the shares repurchased to date.

NOTE 10.  SUBSEQUENT EVENT

On September 29, 1997, the Company issued 8 3/4% Senior Notes due 2007 (the
"8 3/4% Notes") in the principal amount of $225,000, which mature on October 1,
2007. The 8 3/4% Notes were issued pursuant to a prior $500,000 shelf
registration of the Company's securities filed with the Securities and Exchange
commission on April 4, 1997 (which became effective on July 15, 1997). As of
October 8, 1997, $277,000 remained


                                       10

<PAGE>

<PAGE>

available for issuance under the shelf registration statement. The 8 3/4% Notes
bear interest at 8 3/4% payable semi-annually on April 1 and October 1 of each
year commencing April 1, 1998. The 8 3/4% Notes may not be redeemed prior to
maturity.

The 8 3/4% Notes rank pari passu with all existing and future Senior
Indebtedness (as that term is defined in the Indenture under which the 8 3/4%
Notes were issued) of the Company, including the 9 3/4% Senior Notes due 2002,
the 9 1/2% Senior Notes due 2000, the Senior discount Notes due 2003, the 9 1/2%
Senior Notes due 2005 and the 8 7/8% Senior Notes due 2007, and will be senior
in right of payment to all existing and future subordinated indebtedness of the
Company.

The net proceeds received by the Company from the sale of the Notes of
approximately $220,915 were used to repay temporarily a portion of the long-term
debt outstanding under the CCC-I Credit Agreement. Further borrowings may be
made under the CCC-I Credit Agreement until August 31, 1999 for general
corporate purposes, including, but not limited to, the financing of capital
expenditures, investments, purchases of the Company's securities, and
acquisitions.




                                       11
<PAGE>

<PAGE>


NOTE 11.  SEGMENT INFORMATION  -  (UNAUDITED)

Information about the Company's operations in its three business segments for
the three months ended August 31, 1997 and 1996 is as follows (amounts in
thousands):

<TABLE>
<CAPTION>
                                               1997                      1996
                                            -----------                 ------
<S>                                         <C>                     <C>        
Revenue:
     Cable television                       $   119,564             $   112,728
     Wireless telephone                          52,853                  32,365
     Australian operations                        8,460                   7,954
     Eliminations                                  (128)                    (43)
                                            -----------             -----------
                                            $   180,749             $   153,004
                                            ===========             ===========
Operating (loss) income:
     Cable television                       $    24,589             $    24,648
     Wireless telephone                          (2,128)                 (3,399)
     Australian operations                       (3,348)                (45,520)
     Eliminations                                   (49)                    (43)
                                            -----------             -----------
                                            $    19,064             $   (24,314)
                                            ===========             ===========
Net loss:
     Cable television                       $   (15,376)            $   (10,004)
     Wireless telephone                          (6,786)                 (6,107)
     Australian operations                       (6,986)                (49,235)
     Eliminations                                 4,580                   4,134
                                            -----------             -----------
                                            $   (24,568)            $   (61,212)
                                            ===========             ===========
Assets, at end of period
     Cable television                       $ 1,535,066             $ 1,573,102
     Wireless telephone                         846,369                 783,038
     Australian operations                       55,024                  87,875
     Eliminations                              (286,414)               (271,309)
                                            -----------             -----------
                                            $ 2,150,045             $ 2,172,706
                                            ===========             ===========
Depreciation and amortization:
     Cable television                       $    38,314             $    37,655
     Wireless telephone                          25,062                  18,481
     Australian operations                        3,678                   6,514
                                            -----------             -----------
                                            $    67,054             $    62,650
                                            ===========             ===========
Capital expenditures:
     Cable television                       $    29,181             $    11,472
     Wireless telephone                          34,759                  23,481
     Australian operations                          586                   1,658
                                            -----------             -----------
                                            $    64,526             $    36,611
                                            ===========             ===========

</TABLE>

The Company's consolidated financial statements include three distinct business
segments. Century Communications owns, operates and develops domestic cable
television systems. Centennial Cellular Corp., an approximately 32% owned
subsidiary, owns, operates and invests in wireless telephone systems. The
Company has determined to pursue a strategy to sell its investments in the
Australian operations. The information provided below is that of Century
Communications (before the consolidation of Centennial Cellular Corp. and the
Australian operations), Centennial Cellular Corp., which comprises the Company's
wireless telephone business segment, the Company's Australian operations, as
well as consolidated information.



                                       12

<PAGE>

<PAGE>


NOTE 11 - CONTINUED

                  CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES
                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                 AUGUST 31, 1997
                                   (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>

                                                  Century
                                               Communications
                                                Corp. before
                                                 consolidation        Centennial                     Reclassification
                                                 of Centennial         Cellular       Australian            and
                                                 and Australia           Corp.        Operations       Eliminations     Consolidated
                                                 -------------      ------------      -----------      ------------     ------------
<S>                                                <C>              <C>              <C>               <C>               <C>        
ASSETS
Current assets:
     Cash and short-term investments               $   106,855      $    46,510      $     5,288       $      --         $   158,653

     Accounts receivable - net                          32,770           30,490            4,475            (6,110)           61,625

     Prepaid expenses and other
         current assets                                  4,512            6,015            1,610              --              12,137
                                                   -----------      -----------      -----------       -----------       -----------
              Total current assets                     144,137           83,015           11,373            (6,110)          232,415

Property, plant & equipment - net                      528,520          189,295           15,354              --             733,169

Investment in marketable equity
     securities                                         40,950             --               --                --              40,950

Investment in Centennial Cellular
     Corp., at cost                                    139,685             --               --            (139,685)             --

Equity investment in cable television
     and wireless telephone systems -
     net                                               146,748           93,421             (137)         (137,352)          102,680

Debt issuance costs - net                               20,587            9,383             --                --              29,970

Cable television franchises - net                      354,530             --             28,434              --             382,964

Wireless telephone licenses - net                         --            334,339             --                --             334,339

Excess of purchase price over value
     of net assets acquired - net                      149,414          129,107             --                --             278,521

Other assets                                            10,495            7,809             --              (3,267)           15,037
                                                   -----------      -----------      -----------       -----------       -----------

                                                   $ 1,535,066      $   846,369      $    55,024       $  (286,414)      $ 2,150,045
                                                   ===========      ===========      ===========       ===========       ===========
</TABLE>


                                       13

<PAGE>

<PAGE>


NOTE 11.  CONTINUED

                  CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES
                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                                 AUGUST 31, 1997
                                   (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>

                                         Century Communications
                                              Corp. before
                                              consolidation        Centennial                      Reclassification
                                              of Centennial         Cellular        Australian            and
                                              and Australia           Corp.         Operations       Eliminations      Consolidated
                                              -------------           -----         ----------       ------------      ------------
<S>                                             <C>               <C>               <C>               <C>               <C>        
LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIENCY)

Current liabilities:

     Current maturities of long-term debt       $        50       $      --         $    14,321       $      --         $    14,371
     Accounts payable                                26,756             3,747             2,916              --              33,419
     Accrued expenses and other
         current liabilities                         74,363            58,397            17,502           (11,940)          138,322
                                                -----------       -----------       -----------       -----------       -----------
         Total current liabilities                  101,169            62,144            34,739           (11,940)          186,112

Long-term debt                                    1,782,880           449,500              --                --           2,232,380

Deferred liability                                    5,000             2,200              --              (7,200)             --

Deferred income taxes                                 8,482            41,115              --                --              49,597

Minority interest in subsidiaries                    60,605              --                --              65,162           125,767

Due to parent                                          --                --             146,748          (146,748)             --

Convertible redeemable preferred stock                 --             186,287              --                --             186,287

Second series convertible
     redeemable preferred stock                        --               7,252              --              (7,252)             --

Common stockholders' equity (deficiency):
     Common stock, par value $.01 per share:
         Class A                                        635               165              --                (165)              635
         Class B                                        444               105              --                (105)              444

Additional paid-in capital                           88,558           365,671              --            (278,166)          176,063
Other                                              (135,542)           (8,993)            1,913             8,993          (133,629)
Accumulated deficit                                (377,165)         (259,077)         (128,376)           91,007          (673,611)
                                                -----------       -----------       -----------       -----------       -----------
     Total common stockholders'
         equity (deficiency)                       (423,070)           97,871          (126,463)         (178,436)         (630,098)
                                                -----------       -----------       -----------       -----------       -----------
                                                $ 1,535,066       $   846,369       $    55,024       $  (286,414)      $ 2,150,045
                                                ===========       ===========       ===========       ===========       ===========
</TABLE>



                                       14
<PAGE>

<PAGE>


NOTE 11.  CONTINUED

                  CENTURY COMMUNICATIONS CORP. AND SUBSIDIARIES
              CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                    THREE MONTH PERIOD ENDED AUGUST 31, 1997
                                   (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                     Century
                                                  Communications
                                                   Corp. before
                                                   consolidation        Centennial                    Reclassification
                                                   of Centennial         Cellular       Australian           and
                                                   and Australia           Corp.        Operations       Eliminations   Consolidated
                                                   -------------           -----        ----------       ------------   -----------
<S>                                                   <C>              <C>              <C>              <C>              <C>      
Revenue                                               $ 119,564        $  52,853        $   8,460        $    (128)       $ 180,749
                                                      ---------        ---------        ---------        ---------        ---------
Costs and expenses:
   Costs of services                                     26,216           11,955             --               --             38,171
   Selling, general & administrative                     30,445           17,964             --                (79)          48,330
   Depreciation and amortization                         38,314           25,062            3,678             --             67,054
   Australian operations                                   --               --              8,130             --              8,130
                                                      ---------        ---------        ---------        ---------        ---------
                                                         94,975           54,981           11,808              (79)         161,685
                                                      ---------        ---------        ---------        ---------        ---------

Operating income/(loss)                                  24,589           (2,128)          (3,348)             (49)          19,064
                                                      ---------        ---------        ---------        ---------        ---------

Income (loss) from equity investments                      --              4,206             --             (4,206)            --
Interest                                                 38,977           10,705            2,614             --             52,296
Gain on sale of assets                                    1,999                5             --               --              2,004
Other (income)/loss                                          21             --              1,024           (4,206)          (3,161)
                                                      ---------        ---------        ---------        ---------        ---------

Loss before income tax
   benefit and minority interest                        (12,410)          (8,622)          (6,986)             (49)         (28,067)

Income tax benefit                                          (40)          (1,971)            --               --             (2,011)
                                                      ---------        ---------        ---------        ---------        ---------

Loss before minority interest                           (12,370)          (6,651)          (6,986)             (49)         (26,056)

Minority interest in (income) loss
   of subsidiaries                                       (3,006)            (135)            --              4,629            1,488
                                                      ---------        ---------        ---------        ---------        ---------

Net loss                                              $ (15,376)       $  (6,786)       $  (6,986)       $   4,580        $ (24,568)
                                                      =========        =========        =========        =========        =========

</TABLE>


                                       15



<PAGE>

<PAGE>


NOTE 12.  CHANGES IN STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
                                                                                         Common Stock
                                                            ------------------------------------------------------------------------
                                                                         Class A                                 Class B
                                                            -------------------------------         --------------------------------
                                                               Shares             Dollars              Shares              Dollars
                                                            ----------          -----------         ----------          ------------
<S>                                                         <C>                <C>                  <C>                 <C>        
Balance at June 1, 1996                                     59,946,280         $       599          45,406,115          $       454

Shares issued in connection with
   employee incentive plans                                    711,490                   7              25,000

Class A shares purchased by
   the Company

Class B shares converted to
   Class A shares                                              305,000                   3            (305,000)                  (3)

Class A shares issued in connection
   with acquisitions                                         1,732,357                  18

Subsidiary preferred stock dividends

Foreign currency translation adjustment

Change in unrealized appreciation of
   marketable securities

Income tax benefit - subsidiary stock
options exercised

Net loss
                                                            ----------         -----------          ----------          -----------
Balance at May 31, 1997                                     62,695,127                 627          45,126,115                  451

Shares issued in connection with
   employee incentive plans                                      2,500                --

Class A shares purchased by the Company

Class B shares converted to Class A shares                     768,807                   8            (768,807)                  (7)

Subsidiary preferred stock dividends

Foreign currency translation adjustment

Change in unrealized appreciation of
   marketable securities

Net loss
                                                            ----------         -----------          ----------          -----------
Balance at August 31, 1997 - Unaudited                      63,466,434         $       635          44,357,308          $       444
                                                            ==========         ===========         ===========          ===========


</TABLE>


                                       16


<PAGE>

<PAGE>


NOTE 12.  CHANGES IN STOCKHOLDERS' DEFICIENCY (CONTINUED)

<TABLE>
<CAPTION>

                                                            Additional Paid-In  (Accumulated
                                                                 Capital            Deficit)             Other             Total
                                                            -----------------    ------------        ------------         -------
<S>                                                           <C>                <C>                 <C>                        <C>
Balance at June 1, 1996                                       $ 175,804          $  (507,168)        $  (117,702)         $(448,013)

Shares issued in connection with
   employee incentive plans                                       3,948                                                       3,955

Class A shares purchased by the Company                                                                   (2,359)            (2,359)

Class B shares converted to Class A shares                                                                                     --

Class A shares issued in connection with acquisition                (18)                                                       --

Subsidiary preferred stock dividends                             (4,850)                                                     (4,850)

Foreign currency translation adjustment                                                                      462                462

Change in unrealized appreciation of
   marketable securities                                                                                  (7,950)            (7,950)

Income tax benefit - subsidiary stock
   options exercised                                              1,987                                                       1,987

Net loss                                                                            (141,875)                              (141,875)
                                                              ---------          -----------         -----------          ---------

Balance at May 31, 1997                                         176,871             (649,043)           (127,549)          (598,643)

Shares issued in connection with
   employee incentive plans                                         451                                                         451

Class A shares purchased by the Company                                                                   (4,116)            (4,116)

Class B shares converted to Class A shares                                                                                        1

Subsidiary preferred stock dividends                             (1,259)                                                     (1,259)

Foreign currency translation adjustment                                                                    2,204              2,204

Change in unrealized appreciation of
   marketable securities                                                                                  (4,168)            (4,168)

Net loss                                                                             (24,568)                               (24,568)
                                                              ---------          -----------         -----------          ---------

Balance at  August 31, 1997 - Unaudited                       $ 176,063          $  (673,611)        $  (133,629)         $(630,098)
                                                              =========          ===========         ===========          =========
<CAPTION>

OTHER STOCKHOLDERS' DEFICIENCY ITEMS:                      August 31, 1997
------------------------------------                          (Unaudited)       May 31, 1997
                                                            --------------     -------------
Treasury stock, at cost                                       $(144,237)           $(140,121)
Unrealized appreciation of marketable securities                  8,695               12,863
Foreign currency translation adjustment                           1,913                 (291)
                                                              ---------            ---------
                                                              $(133,629)           $(127,549)
                                                              =========            =========
</TABLE>


                                       17

<PAGE>

<PAGE>



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

The information contained in this Part I, Item 2 updates, and should be read in
conjunction with, information set forth in Part II, Items 7 and 8, in the
Company's Annual Report on form 10-K for the fiscal year ended May 31, 1997, in
addition to the interim consolidated financial statements and accompanying notes
presented in Item 1 of this Form 10-Q.

RESULTS OF OPERATIONS (dollar amounts in thousands except subscriber, pop and
share data)

The Company is primarily engaged in the ownership and operation of cable
television systems in the United States and earns its revenues primarily from
subscriber fees. At August 31, 1997, the Company owned and operated 70 cable
television systems in 25 states and Puerto Rico. At that date, the Company's
cable systems passed approximately 2,252,000 homes and served a total of
approximately 1,268,000 primary basic subscribers. Certain of the Company's
cable systems are owned 50% by the Company and 50% by unaffiliated entities. At
August 31, 1997, these 50% owned systems passed approximately 552,000 homes and
served approximately 280,000 primary basic subscribers in the aggregate.

The Company has a common stock interest of approximately 32% and, through
ownership of a class of common stock which has disproportionate votes per share
(15 votes per share), a voting interest of approximately 74% in Centennial
Cellular Corp. ("Centennial"). The Company also provides management services to
Centennial. Centennial is engaged in the ownership and operation of wireless
telephone systems, primarily in four geographic areas in the United States and
Puerto Rico. The market value of this interest, based solely on the equivalent
number of publicly-traded shares of Class A Common Stock of Centennial, was
$137,756 on August 31, 1997. In accordance with Financial Accounting Standards
Board Statement No. 94, the accounts of Centennial are consolidated with those
of the Company for reporting purposes for all periods presented.

Certain of the Company's cable television systems are subject to rate regulation
which has negatively affected the Company's business. The Company has
implemented new rate and service offerings which give subscribers the choice of
buying certain programming services individually on a per channel basis or as
part of a package of premium services at a discounted price. Several of the
Company's systems, along with numerous other cable operators, received specific
inquiries from the Federal Communications Commission (the "FCC") regarding their
implementation of this method of offering cable services. A proposed resolution
of the inquiry which is based, in part, upon pending basic and cable programming
service tier rate complaints in several Los Angeles area cable systems served by
the Company, requires the Company to adjust its rates for its basic and cable
programming services tiers and make subscriber refunds.

The Telecommunications Act of 1996 (the "Act") which was enacted in February
1996, alters federal, state and local laws and regulations regarding
telecommunications providers and services, including the cable television
industry. The Act deregulates (except for basic service) cable service rates
over a three year period. Implementing regulations of the Act are currently
being promulgated. The effect that the Act will have on the Company's cable
television business cannot be determined at this time.


                                       18

<PAGE>

<PAGE>

THREE MONTHS ENDED AUGUST 31, 1997 AND AUGUST 31, 1996

The following discussion describes the Company's three business segments: cable
television, wireless telephone investment and Australian investments.

Cable Television

Consolidated revenues for the three months ended August 31, 1997 increased by
$27,745 or 18.1%, over the three months ended August 31, 1996. Revenue from
cable television operations increased by $6,751 or 6.0%, over the corresponding
three months ended August 31, 1996, principally as a result of increasing
subscription fees and increases in the number of cable television subscriptions.
Average primary basic cable television subscribers "Basic Subscribers" for the
twelve months ended August 31, 1997 were approximately 1,258,000, as compared to
approximately 1,121,000 Basic Subscribers for the twelve-month period ended
August 31, 1996, an increase of 12.2%. Acquisitions accounted for approximately
84% of the increase. Average monthly revenue per Basic Subscriber, including
programmers' share of such revenue, was approximately $38.30 during the twelve
months ended August 31, 1997, as compared to approximately $35.90 during the
comparable prior twelve month period, an increase of 6.7%.

Cost of services of the Company's cable television operations increased by
$1,871, or 7.7%, while selling, general and administrative expenses of the
Company's cable television operations increased by $4,286, or 16.4%. The
principal reason for the increase in these costs was the increase in the
variable component of the Company's cost structure which increases in relation
to increased revenue. The Company anticipates continued increases in the cost of
services and selling, general and administrative expenses as the growth of its
businesses continues.

Depreciation and amortization of the Company's cable and wireless operations for
the three months ended August 31, 1997 increased by $7,240, or 12.9% over the
three months ended August 31, 1996. The cable television operations accounted
for $659 of this increase.

Consolidated operating income for the three months ended August 31, 1997
increased to $19,064 or $43,378 above the operating loss of $24,314 for the
three months ended August 31, 1996, principally as a result of the Company's
$40,000 write-down of Australian assets during the three months ended August 31,
1996. (See Liquidity and Capital Resources - Investments - Australian Pay
Television). The wireless telephone operations contributed $2,128 of operating
losses. The Company's operating income related to its cable television
operations was $24,540, a decrease of $65, or 0.3% below the three months ended
August 31, 1996.

Consolidated other income represents primarily the Company's proportionate share
of the net income or loss of minority investment interests accounted for by the
Company using the equity method of accounting. The Company has recorded $1,024
and $1,468 of expense for the three months ended August 31, 1997 and 1996,
respectively, for its minority investments in Australia, offset, in part, by
$4,206 and $3,662 of income for the three months ended August 31, 1997 and
August 31, 1996, respectively, related to minority wireless telephone
investments held by Centennial.

Consolidated interest expense for three months ended August 31, 1997 increased
by $3,872, or 8.0% as compared with the three months ended August 31, 1996,
principally as a result of increased borrowings of 


                                       19

<PAGE>

<PAGE>

Centennial. Interest expense of the Company's cable segment declined by $160.
For the three months ended August 31, 1997, the average debt outstanding of the
cable segment was approximately $1,755,406 or $42,000 above the average
outstanding debt balance of $1,712,971 during the three months ended August 31,
1996. The increase in borrowings was partially offset by a decline in interest
rates. The Company's weighted average interest rate excluding borrowings of
Centennial, the Australian investments and the Company's 50% owned joint
ventures was approximately 8.8% in the three months ended August 31, 1997, as
compared to approximately 9.2% in the three months ended August 31, 1996.

After losses attributable to minority interests in subsidiaries for the three
months ended August 31, 1997, a consolidated pretax loss of $26,579 was
incurred, as compared to a pretax loss of $67,810 for the three months ended
August 31, 1996. The income tax benefit of $2,011 for the three months ended
August 31, 1997 represents a reduction of the deferred tax liability by the tax
effect of the current period losses of the Company, offset by current state and
local taxes for the period. These tax benefits are non-cash in nature. The
Company anticipates that beginning in the current fiscal year it will record
limited tax benefits resulting from operating losses. As a result, the Company
expects that net losses and loss per share will increase.

The consolidated net loss for the three months ended August 31, 1997 of $24,568
represents a decrease of $36,644 from the loss of $61,212 for the three months
ended August 31, 1996, principally as a result of the Company's $40,000
write-down of Australian assets during the three months ended August 31, 1996.
(See Liquidity and Capital Resources - Investments - Australian Pay Television).
The Company expects net losses to continue until such time as the cable
television systems and investments in plant associated with rebuilds and
extensions of its cable television systems and expansion of Centennial's
wireless telephone system infrastructure generate sufficient earnings to offset
the associated costs of acquisitions and operations.

Wireless Telephone Investment

Centennial's revenue increase accounted for 73.8% of the total increase in the
revenue of the Company. Revenue from wireless telephone operations for the three
months ended August 31, 1997 increased by $20,488, or 63.3%, over the three
months ended August 31, 1996. The increase in revenue was principally the result
of growth in subscriptions to, and the resulting increased usage of, wireless
telephone service. Centennial's Puerto Rico Wireless Telephone System
contributed $7,720 or 37.7% of Centennial's increase in revenue.

Cost of services related to Centennial's wireless telephone operations, which
accounted for 31.3% of the total cost of services for the Company, during the
three months ended August 31, 1997 was $11,955, an increase of $4,486 or 60.1%
as compared to the three months ended August 31, 1996. The increase was due in
part to a larger number of telephone units sold, the variable costs associated
with a larger revenue and subscription base and increased wireless telephone
coverage areas resulting from the continued expansion of Centennial's network,
and the commencement of PCS telephone service in Puerto Rico. Cost of services
for the Puerto Rico Wireless Telephone System were $2,314 and $592 for the three
months ended August 31, 1997 and 1996, respectively.

Selling, general and administrative expenses related to Centennial's wireless
telephone operations, representing 37.2% of the total amount for the Company,
rose to $17,964, an increase of $8,150 or 83.0% above the $9,814 recorded during
the three months ended August 31, 1996. The increase resulted primarily from the
variable costs associated with a larger subscription and revenue base and an
increase in Centennial's managerial, customer service and sales staff to
accommodate the larger subscription and revenue base and


                                       20
<PAGE>

<PAGE>

the anticipated growth of its wireless telephone business as well as the
commencement of PCS telephone service in Puerto Rico. Selling, general and
administrative expenses for Centennial's Puerto Rico Wireless Telephone System
were $5,784 and $786 for the three months ended August 31, 1997 and 1996,
respectively.

The wireless telephone operations and acquisitions accounted for $6,581, or
90.9% of the increase in the Company's domestic depreciation and amortization
during the quarter ended August 31, 1997.

Centennial's wireless telephone operating loss for the three months ended August
31, 1997 of $2,128 declined by $1,271, or 37.4% from the loss of $3,399 for the
three months ended August 31, 1996. The operating loss for the Puerto Rico
Wireless Telephone System was $5,467 for the three months ended August 31, 1997.
Gross interest costs for the quarter ended August 31, 1996 include capitalized
interest charges of $1,299 related to the acquisition cost of Centennial's PCS
license during the pre-operational stage of the business . Gross interest costs
of the wireless segment for the three months ended August 31, 1997 and August
31, 1996 were $10,705 and $8,340. The increase is the result of additional
borrowings for acquisitions, working capital and debt service. Centennial's
average debt outstanding during the three months ended August 31, 1997 was
$441,103, an increase of $91,103 as compared to the average debt level of
$350,000 during the three months ended August 31, 1996. Centennial's weighted
average interest rate increased to 9.7% for the three months ended August 31,
1997 from 9.5% for the three months ended August 31, 1996.

The Company expects net losses in Centennial's wireless operations to continue
for the foreseeable future until such time as the operations of the wireless
telephone systems and expansion of the wireless telephone system infrastructure
generate sufficient earnings to offset the associated costs of acquisitions and
operations.

LIQUIDITY AND CAPITAL RESOURCES (dollar amounts in thousands except share data)

The Company has grown through acquisitions as well as upgrading, extending and
rebuilding its existing cable television systems. Since both the cable
television and wireless telephone activities are capital intensive, the Company
and Centennial must continue to seek various sources of financing to meet their
respective needs, including growth in internally generated cash, bank financing,
joint ventures and partnerships and public and private placements of debt and
equity securities. Certain subsidiaries of the Company (other than Centennial)
have entered into credit agreements with various bank groups and private lending
institutions providing for an aggregate of approximately $1,255,000 of potential
borrowing capacity for cable operations. Centennial and subsidiaries of
Centennial have entered into credit agreements with various bank groups which
furnish approximately $205,000 of potential borrowing capacity for wireless
telephone operations at August 31, 1997, which indebtedness is non-recourse to
the Company.

The Company's internally-generated cash, along with third party financing,
primarily bank borrowings and the issuance of debt securities to the public,
have enabled it to fund its working capital requirements, capital expenditures
for property, plant and equipment, acquisitions, investments and debt service.
The Company has funded the principal obligations on its long-term borrowings by
refinancing the principal with expanded bank lines of credit, through the
issuance of debt securities in the public market and through private
institutions as well as internally generated cash flow. Although to date the
Company has been able to obtain financing on satisfactory terms, there can be no
assurance that this will continue to be the case in the future. Certain of the
debt instruments to which the Company and its subsidiaries are a party impose
restrictions on the incurrence of indebtedness.


                                       21
<PAGE>

<PAGE>

During the three months ended August 31, 1997, the Company made capital
expenditures of $64,526 of which 53.9% were made by Centennial. The Company's
future commitments for property, plant and equipment in its cable television
business consist of usual upgrades, extensions, betterments and replacements of
cable plant and equipment. As the Company completes capital projects started in
prior fiscal years, it anticipates an annualized rate of approximately $100,000
for cable television capital expenditures in fiscal 1998. Various construction
projects have been undertaken to expand the operations of certain cable
television systems into adjacent and previously unbuilt areas and to rebuild and
upgrade its existing cable system plant. The Company is currently considering
the further upgrade of its cable television distribution systems in certain of
its cable television markets to expand its capability for the delivery of video,
voice and data transmission. Should the Company undertake such an upgrade plan,
it would result in an acceleration of capital expenditures which would otherwise
be incurred in future years. The Company has not yet determined the feasibility,
timing or cost of such projects. Funds for cable television capital projects and
related equipment are currently available from internally generated cash and
other financing resources.

For the three months ended August 31, 1997, consolidated earnings were less than
fixed charges by $29,326. However, such amount reflects non-cash charges
totaling $68,313, consisting of depreciation and amortization and subsidiary
preferred stock dividends. Historically, cash generated from operating
activities has exceeded fixed charges. The Company believes that, in fiscal
1998, cable television operations will continue to generate sufficient cash to
meet the debt service obligations under the debt instruments applicable to its
cable television businesses.

Centennial's wireless telephone capital projects include the addition of cell
sites for greater coverage areas, as well as enhancements to the existing
infrastructure of the wireless system. Centennial expects capital expenditures
for its domestic wireless telephone markets of $30,000 during fiscal 1998.
During fiscal 1996, Centennial began construction of its PCS network in Puerto
Rico and spent approximately $29,141 during the three months ended August 31,
1997. These capital expenditures included $19,408 to continue the buildout of
Centennial's PCS network infrastructure and $9,733 to purchase telephone units
which remain the property of Centennial while in use by subscribers. Centennial
currently estimates that the cost to continue the build-out of the
infrastructure of its PCS network will be approximately $35,000 to be expended
during fiscal 1998. Funds for Centennial's capital expenditure requirements may
be provided by other bank borrowings, debt or equity issuances or other
financing resources.

It is anticipated that in fiscal 1998, cash generated from Centennial's wireless
telephone operations will not fully cover required capital expenditures, the
debt service under its credit agreements and preferred stock dividends. Although
to date, Centennial has been able to obtain financing on satisfactory terms,
there is no assurance that this will continue to be the case in the future. It
is currently anticipated that any shortfall will be made up either through
equity issuances or additional borrowing. Based upon current market conditions,
the Company expects that cash flows from operations and funds from currently
available credit facilities will be sufficient to enable Centennial to meet
required cash commitments through fiscal 1998.

Cash on hand was sufficient to fund the Company's expenditures for property,
plant and equipment and financing and investing activities. The Company will
continue to rely on internally generated cash as well as various financing
activities to fund these requirements.



                                       22
<PAGE>

<PAGE>


FINANCING AND CAPITAL FORMATION - THE COMPANY

CCC-II, Inc. ("CCC-II"), a subsidiary of the Company, entered into a credit
agreement as amended August 12, 1996, that provides CCC-II a three year $350,000
unsecured revolving credit facility which converts to a five year term loan with
a syndicate of banks led by Citibank, N.A. as agent for the syndicate. The
interest rates payable on borrowings under the credit facility are based on, at
the election of CCC-II, (a) the base rate of interest announced by Citibank,
N.A. plus 0% to 0.5% per annum based upon certain conditions, or (b) the London
Interbank Offering Rate plus 0.75% to 1.375% per annum based upon certain
conditions. The credit facility restricts the incurrence of certain additional
debt by CCC-II, limits the ability of CCC-II to pay dividends to the Company and
requires that certain operating tests be met. CCC-II was in compliance with the
terms of the credit facility at August 31, 1997. At August 31, 1997, $199,000
was available for borrowing under this facility.

CCC-I, Inc. ("CCC-I"), a subsidiary of the Company, entered into a credit
agreement as amended August 12, 1996, that provides CCC-I a three year $525,000
unsecured revolving credit facility that converts to a five year term loan with
a syndicate of banks led by Citibank, N.A. as agent for the syndicate. The
proceeds of the facility were used by the Company to repay existing indebtedness
and will be used for working capital and general corporate purposes. The
interest rates payable on borrowings under the credit facility are based on, at
the election of CCC-I, (a) the base rate of interest announced by Citibank, N.A.
plus 0% to 0.625% per annum based upon certain conditions, or (b) the London
Interbank Offering Rate plus 0.75% to 1.625% per annum based upon certain
conditions. The credit facility restricts the incurrence of certain additional
debt of CCC-I, limits the ability of CCC-I to pay dividends to the Company and
requires that certain operating tests be met. CCC-I was in compliance with the
terms of the credit facility at August 31, 1997. At August 31, 1997, $165,900
was available for borrowing under this facility.

On January 17, 1997, the Company issued Senior Notes due 2007 ("8 7/8% Notes")
in the principal amount of $250,000 which mature on January 15, 2007. The 8 7/8%
Notes were issued pursuant to a prior $500,000 shelf registration of the
Company's securities filed with the Securities and Exchange Commission ("SEC")
on October 26, 1993. The 8 7/8% Notes bear interest at 8 7/8% payable
semiannually on January 15 and July 15 of each year commencing July 15, 1997.
The 8 7/8% Notes may not be redeemed prior to maturity.

The 8 7/8% Notes will rank pari passu with all existing and future Senior
Indebtedness (as that term is used in the Indenture under which the 8 7/8% Notes
were issued) of the Company, including the 9 3/4% Senior Notes due 2002, the
9 1/2% Senior Notes due 2000, the Senior Discount Notes due 2003 and the 9 1/2%
Senior Notes due 2005, and will be senior in right of payment to all existing
and future subordinated indebtedness of the Company.

The net proceeds received by the Company from the sale of the 8 7/8% Notes, of
approximately $244,607, were used to temporarily repay a portion of the
long-term debt outstanding under two credit agreements executed by subsidiaries
of the Company. Subsequently, bank borrowings were used to retire $204,000
aggregate principal amount of 11 7/8% Senior Subordinated Debentures due 2003
issued by the Company in October 1991 (the "11 7/8% Debentures). The 11 7/8%
Debentures were called by the Company on April 15, 1997 at a redemption price of
105% of the principal amount thereof. Accordingly, the amount required to retire
the 11 7/8% Debentures at such time was $214,200 plus accrued interest of
$12,113. The effect of the redemption resulted in an extraordinary loss during
the fourth quarter of fiscal 1997 of approximately


                                       23
<PAGE>

<PAGE>

$7,582, net of income taxes, reflecting the call premium and write-off of
deferred financing costs. The balance of the proceeds were used by the Company
for working capital and general corporate purposes

On April 4, 1997, the Company filed a registration statement with the SEC
relating to the shelf registration of $500,000 of the Company's debt securities
augmenting the remaining $2,000 available under a prior registration statement.
The registration statement became effective on July 15, 1997. On September 29,
1997, the Company issued 8 3/4% Senior Notes due 2007 (the "8 3/4% Notes") in
the principal amount of $225,000, which mature on October 1, 2007, pursuant to
this shelf registration. The 8 3/4% Notes bear interest at 8 3/4% payable
semiannually on April 1 and October 1 of each year commencing April 1, 1998. The
8 3/4% Notes may not be redeemed prior to maturity.

The 8 3/4% Notes rank pari passu with all existing and future Senior
Indebtedness of the Company, including the 9 3/4% Senior Notes due 2002, the
9 1/2% Senior Notes due 2000, the Senior Discount Notes due 2003, the 9 1/2%
Senior Notes due 2005 and the 8 7/8% Senior Notes due 2007, and will be senior
in right of payment to all existing and future subordinated indebtedness of the
Company.

The net proceeds received by the Company from the sale of the Notes of
approximately $220,915 were used to repay temporarily a portion of the long-term
debt outstanding under the CCC-I Credit Agreement. Further borrowings may be
made under the CCC-I Credit Agreement until August 31, 1999 for general
corporate purposes, including, but not limited to, the financing of capital
expenditures, investments, purchases of the Company's securities, and
acquisitions. As of October 8, 1997, $277,000 remained available for issuance
pursuant to the shelf registration.

On July 31, 1995, a subsidiary of the Company, Century Venture Corp. ("CVC"),
entered into a three year, $80,000 revolving credit facility that converts to a
five year term loan. The proceeds of the facility were used by CVC to repay
existing indebtedness of CVC and will be used for working capital and general
corporate purposes. The interest rates payable on borrowings under the new
credit facility are based on, at the election of CVC, (a) "C/D Base Rate" plus
an applicable margin, as defined or (b) "Eurodollar Base Rate" plus an
applicable margin as defined or (c) "ABR" rate as defined. The agreement expires
on February 28, 2004 and provides for a reduction in the aggregate commitment,
among other possible reductions beginning on November 30, 1998. The credit
facility restricts the incurrence of certain additional debt of CVC, limits the
ability of CVC to pay dividends to the Company and requires that certain
operating tests be met. CVC is in compliance with the terms of the credit
facility. At August 31,1997, $28,500 was available for borrowing under this
facility.

On April 15, 1997, Citizens Century Cable Television Venture ("CCCTV") entered
into an agreement for the provision of a three-year revolving credit facility in
the principal amount of $200,000 with Bank of America and Societe General, which
converts into a five-year term loan. The facility is secured by the assets of
CCCTV. The loan is non-recourse to both Citizens and the Company. Borrowings
under the facility are to be repaid in semi-annual installments commencing June
30, 2000 and expiring on March 31, 2005. The facility requires mandatory
prepayments of principal refinancing to the extent that the loan balance exceeds
the refinancing on the working capital commitment (as defined in the facility).
Borrowings under the facility bear interest, at the option of CCCTV, at either
the base rate, certificate of deposit rate, or the Eurodollar rate, plus the
applicable margin (as defined in the facility). The principal use of proceeds
will be to fund acquisitions as well as general corporate purposes. No amounts
were outstanding under the facility at August 31, 1997.


                                       24
<PAGE>

<PAGE>



FINANCING AND CAPITAL FORMATION - CENTENNIAL

Centennial, since August 1988, has acquired licenses for 29 wireless telephone
markets in the United States that it owns and manages, some of which are
considered to be in the early development phase of operations. Centennial also
owns minority equity investment interests in certain other wireless telephone
systems. Centennial successfully bid on March 13, 1995 for one of two
Metropolitan Trading Area ("MTA") licenses to provide broadband personal
communications services ("PCS") in the Commonwealth of Puerto Rico and the U.S.
Virgin Islands. The Puerto Rico Wireless Telephone System is in the start-up and
construction stage.

On August 30, 1991, Citizens Cellular Company merged with and into Centennial,
and in connection with the merger, Centennial issued to Citizens Utilities
Company ("Citizens"), Convertible Redeemable Preferred Stock valued at $128,450
and Class B Common Stock representing 18.8% of the then outstanding common
equity of Centennial. In connection with an amendment to a services agreement
with the Company, Centennial issued its Second Series Convertible Redeemable
Preferred Stock valued at $5,000 to the Company. The preferred stock carried no
cash dividend requirements through August 31, 1996, but the shares accreted
liquidation preference and redemption value at the rate of 7.5% per annum,
compounded quarterly until then. The fully accreted liquidation preference and
redemption value of the Convertible Redeemable Preferred Stock and the Second
Series Convertible Redeemable Preferred Stock held by Citizens and Century at
August 31, 1996 was $186,287 and $7,252, respectively. Beginning September 1,
1996, the holders of the Convertible Redeemable Preferred Stock and the Second
Series Convertible Redeemable Preferred Stock shall receive cash dividends at
the rate of 8.5% per annum when, and as declared by the Board of Directors of
Centennial, at its discretion. Assuming no change in the number of shares of
such classes outstanding, the annual dividend that may be declared and made
payable, which commenced in fiscal 1997, to be made in respect of the
Convertible Redeemable Preferred Stock and the Second Series Convertible
Redeemable Preferred Stock will be $15,834 and $616, respectively. Both classes
of Preferred Stock are subject to mandatory redemption in fiscal 2007. Any
unpaid dividends continue to accumulate without additional cost to Centennial.
On December 19, 1996, May 8, 1997 and August 1, 1997, Centennial paid cash
dividends to Citizens and Century of $3,959 and $154, respectively. Centennial
will determine the timing, amount, or distribution (if any) of additional
preferred stock dividends.

During fiscal 1994, Centennial filed a shelf registration statement with the SEC
for up to 8,000,000 shares of Centennial's Class A Common Stock that may be
offered from time to time in connection with acquisitions. At October 8, 1997,
4,239,231 shares were available for issuance under this registration statement.

Centennial, on April 5, 1995, filed a shelf registration statement with the SEC
for the issuance of $500,000 of Centennial's debt securities. The debt
securities may be issued from time to time in series on terms to be specified in
one or more prospectus supplements at the time of the offering. If so specified
with respect to any particular series, the debt securities may be convertible
into shares of Centennial's Class A Common Stock. At October 8, 1997, $400,000
aggregate amount of debt securities remained available for issuance.

On September 12, 1996, Centennial entered into a $75,000 revolving credit
facility with Citibank, N.A., which was amended on April 22, 1997 and further
amended on July 28, 1997 (the "Amended Credit Facility"). The Credit Facility
terminates on January 31, 2001. The Credit Facility may be used for working
capital and general corporate purposes. The interest rate payable on borrowings
under the Credit Facility is based on, at the election of Centennial, (a) the
"Base Rate," as defined, plus a margin of 2% or (b) the



                                       25
<PAGE>

<PAGE>

"Eurodollar Rate", as defined, plus a margin of 3%. The Credit Facility is
secured by the pledge of stock of certain of Centennial's subsidiaries not
otherwise subject to restrictions under its Senior Note Indentures, including
the subsidiary which operates the Benton Harbor system. The Credit Facility is
further guaranteed by certain of Centennial's subsidiaries holding Investment
Interests. The Credit Facility restricts the incurrence of certain additional
debt by Centennial, limits Centennial's ability to pay dividends and requires
that certain operating tests be met. At August 31, 1997, no amounts were
outstanding under the Credit Facility.

On April 25, 1997, Centennial Puerto Rico Wireless Corporation ("CPRW") entered
into a $130,000 revolving credit facility with Citibank, N.A. as agent which
converts to a four-year term loan on April 25, 2001 (the "Puerto Rico Credit
Facility"). The proceeds of the Puerto Rico Credit Facility will be used
primarily to finance the construction and operation of PCS, competitive access
and telecommunications networks in Puerto Rico and the United States Virgin
Islands. The proceeds will also be used for working capital and general
corporate purposes and were used to pay certain cash dividends to Centennial as
permitted by the Puerto Rico Credit Facility. The interest rate payable on
borrowings under the Puerto Rico Credit Facility are based on, at the election
of CPRW, (a) the "Base Rate," as defined, plus a margin of 1.50% or (b) the
"Eurodollar Rate", as defined, plus a margin of 2.50%, adjusted for the
maintenance of certain specified leverage ratios, as applicable. The Puerto Rico
Credit Facility is non-recourse to Centennial and the Company. The Puerto Rico
Credit Facility is secured by substantially all of the assets of CPRW and its
direct and indirect subsidiaries. The Puerto Rico Credit Facility restricts the
incurrence of certain additional debt and requires that certain operating tests
be met. At August 31, 1997, $99,500 was outstanding under the Puerto Rico Credit
Facility.

Centennial and its subsidiaries were in compliance with all covenants of their
respective debt agreements at August 31, 1997.

In order to meet its obligations with respect to its debt and preferred stock
obligations, it is important that Centennial continue to improve operating cash
flow. In order to do so, Centennial's revenues must increase at a faster rate
than operating expenses. Increases in revenues will be dependent upon continuing
growth in the number of subscribers and maximizing revenue per subscriber.
Centennial has substantially completed the development of its managerial,
administrative and marketing functions, and is continuing the construction of
wireless systems in its existing and recently acquired markets in order to
achieve these objectives. There is no assurance that growth in subscribers or
revenue will occur. In addition, Centennial's participation in the PCS business
in Puerto Rico is expected to be capital intensive, requiring additional network
infrastructure buildout costs of approximately $35,000 for fiscal 1998. Further,
due to the start-up nature of the PCS business, Centennial expects the PCS
business to require additional cash investment to fund its operations over the
next several years. The PCS business is expected to be highly competitive with
the two existing wireless telephone providers as well as other MTA PCS license
holders. There is no assurance that the PCS business will generate cash flow or
reach profitability. Even if operating cash flow does increase, it is
anticipated that cash generated from Centennial's wireless telephone operations
and PCS business will not be sufficient in the next several years to cover
interest, the preferred stock dividend requirements that commenced in the
current fiscal year, and required capital expenditures. Centennial continues to
seek various sources of external financing to meet its current and future needs,
including bank financing, joint ventures and partnerships, and public and
private placements of debt and equity securities of Centennial. Although to
date, Centennial has been able to obtain financing on satisfactory terms, there
is no assurance that this will be the case in the future.


                                       26
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<PAGE>



ACQUISITIONS - CABLE TELEVISION

On May 31, 1996, the Company acquired the cable television systems serving
Anaheim, Hermosa Beach/Manhattan Beach, Fairfield and Rohnert Park/Yountville,
California for an aggregate purchase price of approximately $287,600, subject to
adjustment. Funds for this acquisition were provided by an existing bank credit
facility. At May 31, 1996, such cable television systems served an aggregate of
approximately 135,000 primary basic subscribers.

On August 16, 1996, the Company entered into agreements to acquire two cable
television systems which serve an aggregate of approximately 35,000 primary
basic subscribers, which agreements were subsequently assigned to CCCTV, in
which each of the Company and Citizens have a 50% interest. These systems are
primarily located in Yorba Linda, Orange County and Diamond Bar, California.
Pursuant to the agreements, the aggregate purchase price for these systems was
approximately $69,500. CCCTV currently expects to fund the acquisitions using
available credit facilities. The purchase of these systems by CCCTV is subject
to regulatory approvals. There is no assurance that CCCTV will obtain such
approvals or that such acquisitions will be consummated.

ACQUISITIONS, EXCHANGES, DISPOSITIONS - CENTENNIAL

On September 12, 1996, Centennial acquired for approximately $35,000 in cash,
100% of the ownership interests in the partnership owning the non-wireline
cellular telephone system serving the Benton Harbor, Michigan MSA. The Benton
Harbor market represents approximately 161,400 Net Pops. "Net Pops" means a
market's Pops multiplied by the percentage interest that Centennial owns in an
entity licensed by the FCC to construct or operate a cellular telephone system
(or to provide personal communications services) in that market and "Pops" means
the population of a market based upon the final 1990 Census Report of the Bureau
of the Census, United States Department of Commerce.

Centennial has determined to pursue a strategy to sell or otherwise dispose of
substantially all of its minority interests in wireless telephone systems
representing approximately 1,100,000 Net Pops and has retained an investment
banker to assist in such disposition. Centennial has not yet made a final
determination as to the estimated sale proceeds or timing of such disposition.

INVESTMENTS

Australian Pay Television

Since fiscal 1994, the Company has invested, through a wholly-owned subsidiary,
approximately $149,000 in the Australian Pay TV industry, including
approximately $126,000 in ECT. The Company's investment in ECT was effected
through the acquisition by the Company of convertible debentures and ordinary
shares of ECT representing a 76.2% economic interest in ECT. The Company has the
right to designate five of the seven directors of ECT and to approve certain
corporate transactions. The Company has also entered into long-term management
agreements with ECT.

The Company also holds a 25% interest in a joint venture which provides
programming to ECT and other pay television services in Australia. The Company's
25% interest in XYZ is derived through the Company's



                                       27
<PAGE>

<PAGE>

joint venture with United International Holdings, Inc. ("UIH"), a leading
international provider of pay television services.

Since the fourth fiscal quarter of fiscal 1996, the Company has written down
$50,000 of its Australian investment. The Company is pursuing a strategy to sell
its investments in its Australian operations and has retained an investment
banker to assist in the separate sale of ECT and XYZ. It has also determined to
make no further investments in ECT. Once the Company has developed its formal
plan for disposition, including the means to complete that plan and the period
expected to be required for completion of the disposition, the Company
anticipates accounting for its Australian operations as discontinued operations.

The Company is currently unable to predict the ultimate resolution of these
matters. At August 31, 1997, the remaining net book value of its investments in
the various aspects of the Australian pay television industry, after giving
effect to the aforementioned write-down of Australian assets and the Company's
percentage of cumulative losses of ECT and XYZ, aggregated approximately
$18,000. The Company currently believes that the remaining net book value is
realizable.

STOCK REPURCHASE

In October 1992, the Company's Board of Directors authorized the purchase of up
to 2,000,000 shares of its Class A Common Stock in the open market and in
privately negotiated transactions, depending on prevailing market conditions.
During August 1997, the Company announced that its Board of Directors had
authorized the repurchase in the open market and in privately negotiated
transactions, from time to time, of up to 5,000,000 additional shares of Class A
Common Stock, depending on prevailing market conditions. The Company purchased
171,500 shares of Class A Common Stock in the open market for an aggregate
purchase price of $660 during the fourth quarter of fiscal 1997. During the
three months ended August 31, 1997, the Company purchased 736,000 additional
shares of such common stock in the open market for an aggregate purchase price
of $3,990. Subsequent to August 31, 1997, the Company purchased 1,071,000 of
such shares in the open market for an aggregate purchase price of $6,962. These
shares have been accounted for as Treasury Shares during the respective fiscal
years. As of October 8, 1997, the Company is authorized to repurchase 5,021,500
additional shares of Class A Common Stock after giving effect to the shares
repurchased to date.

On December 21, 1994, Centennial announced that its Board of Directors
authorized the repurchase in the open market and in privately negotiated
transactions from time to time, of up to 1,000,000, shares of Class A Common
Stock, depending on prevailing market conditions. Also, during the three months
ended August 31, 1997, Centennial announced that its Board of Directors had
authorized the repurchase in the open market and in privately negotiated
transactions of up to an additional 3,000,000 shares of its Class A Common
Stock, depending on prevailing market conditions. During the three months ended
August 31, 1997, Centennial purchased 262,000 shares of its own Class A Common
Stock in the open market for an aggregate purchase price of $4,192. Subsequent
to August 31, 1997, Centennial purchased 280,000 additional shares of such
common stock in the open market for an aggregate purchase price of $4,938. These
shares have been accounted for as Treasury Shares. As of October 8, 1997,
Centennial is authorized to repurchase 3,458,000 additional shares of Class A
Common Stock after giving effect to the shares repurchased to date.

                                    * * * * *


                                       28
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             CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
       PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

  This report contains or incorporates by reference forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Where any such forward-looking statement includes a statement of the assumptions
or bases underlying such forward-looking statement, the Company cautions that
assumed facts or bases almost always vary from actual results, and the
differences between assumed facts or bases and actual results can be material,
depending upon the circumstances. Where, in any forward-looking statement, the
Company or its management expresses an expectation or belief as to future
results, there can be no assurance that the statement of expectation or belief
will result or be achieved or accomplished. The words "believe", "expect",
"estimate", "anticipate", "project" and similar expressions may identify
forward-looking statements.

Taking into account the foregoing, the following are identified as important
factors that could cause actual results to differ materially from those
expressed in any forward-looking statement made by, or on behalf of, the
Company: the Company's net losses and stockholders' deficiency; the Company's
debt structure: the competitive nature of the cable television and wireless
telephone industries; regulation; restrictive covenants and consequences of
default contained in the Company's financing arrangements; control by certain of
the Company's stockholders; the recovery of the Company's Australian investment;
operating hazards and uninsured risks; refinancing and interest rate exposure
risks; and potential for changes in accounting standards. A more detailed
discussion of each of the foregoing factors can be found in the Company's Annual
Report on Form 10-K for the Fiscal Year ended May 31, 1997 under the heading
"CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995" in Item 7 of such Form 10-K.
Other factors may be detailed from time to time in the Company's filings with
the SEC. The Company assumes no obligation to update its forward looking
statements or to advise of changes in the assumptions and factors on which they
are based.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Not applicable.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than routine litigation
incidental to the business, to which the Company or any of its subsidiaries is a
party to or which any of their property is subject.

ITEM 2.  CHANGES IN SECURITIES

None.



                                       29
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<PAGE>



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the Company's shareholders during
the fiscal quarter ended August 31, 1997.

ITEM 5.  OTHER INFORMATION -

Issuance of 8 3/4% Senior Notes due 2007

On April 4, 1997, the Company filed a registration statement with the SEC
relating to the shelf registration of $500,000 of the Company's debt securities
augmenting the remaining $2,000 available under a prior registration statement.
The registration statement became effective on July 15, 1997. On September 29,
1997, the Company issued 8 3/4% Senior Notes due 2007 (the "8 3/4% Notes") in
the principal amount of $225,000, which mature on October 1, 2007, pursuant to
this shelf registration. The 8 3/4% Notes bear interest at 8 3/4% payable
semiannually on April 1 and October 1 of each year commencing April 1, 1998. The
8 3/4% Notes may not be redeemed prior to maturity.

The 8 3/4% Notes will rank pari passu with all existing and future Senior
Indebtedness (as that term is defined in the Indenture under which the 8 3/4%
Notes were issued) of the Company, including the 9 3/4% Senior Notes due 2002,
the 9 1/2% Senior Notes due 2000, the Senior Discount Notes due 2003, the 9 1/2%
Senior Notes due 2005 and the 8 7/8% Senior Notes due 2007 and will be senior in
right of payment to all existing and future subordinated indebtedness of the
Company.

The net proceeds received by the Company from the sale of the 8 3/4% Notes of
approximately $220,915 were used to temporarily repay a portion of the long-term
debt outstanding under the CCC-I Credit Agreement. Further borrowings may be
made under the CCC-I Credit Agreement until August 31, 1999 for general
corporate purposes, including, but not limited to, the financing of capital
expenditures, investments, purchases of the Company's securities, and
acquisitions. As of October 8, 1997, $277,000 aggregate amount of the Company's
debt securities remained available for issuance pursuant to the shelf
registration statement.

STOCK REPURCHASE

In October 1992, the Company's Board of Directors authorized the purchase of up
to 2,000,000 shares of its Class A Common Stock in the open market and in
privately negotiated transactions, depending on prevailing market conditions.
During August 1997, the Company announced that its Board of Directors had
authorized the repurchase in the open market and in privately negotiated
transactions, from time to time, of up to 5,000,000 additional shares of Class A
Common Stock, depending on prevailing market conditions. The Company purchased
171,500 shares of Class A Common Stock in the open market for an aggregate
purchase price of $660 during the fourth quarter of fiscal 1997. During the
three months ended August 31, 1997, the Company purchased 736,000 additional
shares of such common stock in the open market for an aggregate purchase price
of $3,990. Subsequent to August 31, 1997, the Company purchased 1,071,000 of
such shares in the open market for an aggregate purchase price of $6,962. These
shares have been accounted for as


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Treasury Shares during the respective fiscal years. As of October 8, 1997, the
Company is authorized to repurchase 5,021,500 additional shares of Class A
Common Stock after giving effect to the shares repurchased to date.

On December 21, 1994, Centennial announced that its Board of Directors
authorized the repurchase in the open market and in privately negotiated
transactions from time to time, of up to 1,000,000, shares of Class A Common
Stock, depending on prevailing market conditions. Also, during the three months
ended August 31, 1997, Centennial announced that its Board of Directors had
authorized the repurchase in the open market and in privately negotiated
transactions of up to an additional 3,000,000 shares of its Class A Common
Stock, depending on prevailing market conditions. During the three months ended
August 31, 1997, Centennial purchased 262,000 shares of its Class A Common Stock
in the open market for an aggregate purchase price of $4,192. Subsequent to
August 31, 1997, Centennial purchased 280,000 additional shares of such common
stock in the open market for an aggregate purchase price of $4,938. These shares
have been accounted for as Treasury Shares. As of October 8, 1997, Centennial is
authorized to repurchase 3,458,000 additional shares of Class A Common Stock
after giving effect to the shares repurchased to date.


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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Each exhibit identified below is filed as part of this report.

         a)      Exhibits

                 Exhibit No.                    Description
                 -----------                    -----------

                 Exhibit 10.1                   Employment Agreement, dated as
                                                of January 1, 1997, between the
                                                Company and Bernard P.
                                                Gallagher.

                 Exhibit 10.2                   Sixth Supplemental Indenture,
                                                dated as of September 29, 1997,
                                                between the Company and First
                                                Trust of California, National
                                                Association, successor trustee
                                                to Bank of America National
                                                Trust and Savings Association,
                                                as trustee.

                 Exhibit 11                     Statement re: computation of per
                                                share earnings

                 Exhibit 27                     Financial Data Schedule (EDGAR
                                                filing only)

         b)      Reports on Form 8-K

                 There were no reports on Form 8-K filed by the Company
                 during the fiscal quarter ended August 31, 1997.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             CENTURY COMMUNICATIONS CORP.

Date:  October 10, 1997

                                             /s/ Scott N. Schneider
                                             -------------------------------
                                             Scott N. Schneider
                                             Chief Financial Officer,
                                             Senior Vice President and Treasurer
                                             (Principal Accounting Officer)


                                       33

                           STATEMENT OF DIFFERENCES

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


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