Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

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

              Delaware                                 06-1242753
      (State or other jurisdiction of       (I.R.S. Employer Identification
       incorporation or organization)                    Number)

                                 3349 Route 138
                                 Wall, NJ 07719
                                 (732) 556-2200
               (Address of principal executive offices) (Zip code)

       Centennial Communications Corp. and its Subsidiaries 2003 Employee
                              Stock Purchase Plan
                            (Full title of the plan)

                               Tony L. Wolk, Esq.
                         Centennial Communications Corp.
                                 3349 Route 138
                                 Wall, NJ 07719
                                 (732) 556-2200
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ---------------------------------

                                   Copies to:
                            Michael H. Margulis, Esq.
                                Duane Morris LLP
                              380 Lexington Avenue
                            New York, New York 10168
                                 (212) 692-1000
                        ---------------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>

====================================================================================================================
<CAPTION>
Title of securities to     Amount to be    Proposed maximum       Proposed maximum           Amount of
     be registered         registered     offering price per     aggregate offering      registration fee
                                               share (1)              price (1)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                  <C>                       <C>
Common Stock, par          600,000 shares      $3.95                $2,370,000                $192
value $0.01 per share
====================================================================================================================
</TABLE>

(1)       Estimated  in  accordance  with Rule 457(c)  solely for the purpose of
          computing the amount of the  registration  fee based on the average of
          the high and low prices of the Common  Stock as reported on the Nasdaq
          National Market on June 24, 2003.


                                       1
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents By Reference.
         ------   ----------------------------------------

          The  following  documents  filed  with  the  Securities  and  Exchange
Commission by  Centennial  Communications  Corp.,  a Delaware  corporation  (the
"Company"), are incorporated herein by reference:

               (1) the Company's Annual Report on Form 10-K, as amended, for the
     year ended May 31, 2002;

               (2) the Company's  Quarterly  Reports on Form 10-Q for the fiscal
     quarters ended August 31, 2002, November 30, 2002, and February 28, 2003;

               (3) the Company's  Current Reports on Form 8-K dated June 9, 2003
     and June 17, 2003; and

               (4) the  description of the Company's  Common Stock  contained in
     the  Company's   Registration  Statement  on  Form  8-A  (Registration  No.
     0-19603), as amended.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be part hereof from the date of filing such documents.

     Item 4. Description of Securities.
     ------ -------------------------

     Not applicable.

     Item 5.  Interest of Named Experts and Counsel.
     ------   -------------------------------------

     Not applicable

     Item 6.  Indemnification of Directors and Officers.
     ------   -----------------------------------------

     The  Company's  Amended and  Restated  Certificate  of  Incorporation  (the
"Restated  Certificate")  provides that the Company shall, to the fullest extent
permitted by Section 145 of the Delaware  General  Corporation Law (the "DGCL"),
as the same may be amended and supplemented,  indemnify any and all persons whom
it shall have power to indemnify under said section from and against any and all
of the expenses, liabilities and other matters referred to in or covered by said
section. The Company's Amended and Restated By-Laws (the "By-Laws") provide that
every  person now or  hereafter  serving as a director or officer of the Company
and every such  director  or officer  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  shall be  indemnified  by the  Company in
accordance  with and to the fullest extent  permitted by law for the defense of,
or in connection  with, any  threatened,  pending or completed  action,  suit or
proceeding,  whether  civil,  criminal,  administrative  or  investigative.  The
By-Laws also provide that the right to indemnification  includes the right to be
paid  expenses  incurred in  defending  a civil,  criminal,  administrative,  or
investigative  action,  suit or proceeding in advance of its final  disposition;
provided,  however, that such advance payment will only be made upon delivery to
the Company of an  undertaking,  by or on behalf of the director or officer,  to
repay all amounts so advanced if it is ultimately  determined that such director
is not entitled to indemnification.


                                       2
<PAGE>


     Section 145 of the DGCL permits a corporation  to indemnify any director or
officer  of  the  corporation  against  expenses  (including  attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the  corporation,  and, with
respect  to any  criminal  action or  proceeding,  if he or she had no reason to
believe his or her conduct was  unlawful.  If a  derivative  action  (i.e.,  one
brought by or on behalf of the  corporation),  indemnification  may be made only
for  expenses,  actually and  reasonably  incurred by any director or officer in
connection  with the defense or  settlement  of such an action or suit,  if such
person acted in good faith and in a manner that he reasonably believed to be in,
or not  opposed  to,  the best  interests  of the  corporation,  except  that no
indemnification  shall be made if such  person  shall have been  adjudged  to be
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall  determine that the defendant is fairly and
reasonably  entitled to indemnity for such expenses despite such adjudication of
liability.

     Pursuant  to  Section  102(b)(7)  of the  DGCL,  the  Restated  Certificate
eliminates the liability of a director to the  corporation  or its  stockholders
for monetary damages for such breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its  stockholders,  (ii) from acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section  174 of the  DGCL,  or (iv) for any  transaction  from  which the
director derived an improper personal benefit.

     Item 7.  Exemption from Registration Claimed.
     ------   -----------------------------------

     Not applicable.

     Item 8.  Exhibits.
     ------   --------

     4(a) Amended and  Restated  Certificate  of  Incorporation  of the Company.
          Incorporated  herein by  reference  to  Exhibit  3.1 to the  Company's
          Registration Statement on Form S-3 dated July 6, 2000.

     (b)  Amended and Restated  By-Laws of the Company.  Incorporated  herein by
          reference to Exhibit 3.2 to the Company's  Current  Report on Form 8-K
          dated January 22, 1999.

     5    Opinion of Tony L. Wolk, Esq.

     23.1 Consent of Deloitte & Touche LLP

     23.2 Consent of Tony L. Wolk, Esq. (included in Exhibit 5)

     24   Powers of Attorney (included on page 5).

     99   The Centennial Communications Corp. and its Subsidiaries 2003 Employee
          Stock Purchase Plan.

     Item 9.  Undertakings.
     ------   ------------

     (a) The undersigned registrant hereby undertakes:


                                       3
<PAGE>

               (1) To file, during any period in which offers or sales are being
          made, a post- effective amendment to this registration  statement,  to
          include  any  material   information  with  respect  to  the  plan  of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.

               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered therein, and the offering of such securities at the time shall
          be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                       4
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that is has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wall, State of New Jersey, on June 26, 2003.

                                   CENTENNIAL COMMUNICATIONS CORP.

                                   By: /s/ Michael J. Small
                                       -----------------------------------------
                                       Michael J. Small, Chief Executive Officer


     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below constitutes and appoints Michael J. Small, Thomas J. Fitzpatrick, and Tony
L. Wolk, and each of them, his true and lawful  attorney-in-fact and agent, with
full power of substitution  and  resubstitution,  to act, without the other, for
him and in his name, place, and stead, in any and all capacities, to sign any or
all  amendments  (including  post-effective   amendments)  to  the  Registration
Statement  on  Form  S-8 of  Centennial  Communications  Corp.  relating  to the
offering of shares of its Common Stock,  and to file the same, with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and  about the  premises,  as full to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents,  or any of them,  their  substitute or
substitutes may lawfully do or cause to be done by virtue hereof.


     Signatures                    Title                           Date
     ----------                    -----                           ----

  /s/  Michael J. Small         Chief Executive Officer and        June 26, 2003
------------------------        Director (Principal Executive
     Michael J. Small           Officer)


  /s/  Thomas J. Fitzpatrick    Executive Vice President, Chief    June 26, 2003
----------------------------    Financial Officer (Principal
    Thomas J. Fitzpatrick       Financial Officer)


  /s/  Thomas E. Bucks          Senior Vice President, Controller  June 26, 2003
----------------------          (Principal Accounting Officer)
    Thomas E. Bucks


  /s/  Thomas E. McInerney      Chairman and Director              June 26, 2003
--------------------------
    Thomas E. McInerney


                                       5
<PAGE>


  /s/  Carmen Ana Culpeper      Director                           June 26, 2003
--------------------------
    Carmen Ana Culpeper


  /s/  Anthony J. de Nicola     Director                           June 26, 2003
---------------------------
    Anthony J. de Nicola


  /s/  Lawrence Guffey          Director                           June 26, 2003
----------------------
    Lawrence Guffey


  /s/  James R. Matthews        Director                           June 26, 2003
------------------------
    James R. Matthews


  /s/  David M. Tolley          Director                           June 26, 2003
----------------------
    David M. Tolley


  /s/  J. Stephen Vanderwoude   Director                           June 26, 2003
-----------------------------
    J. Stephen Vanderwoude


  /s/  Ellen Wolf               Director                           June 26, 2003
-----------------
    Ellen Wolf


                                       6
<PAGE>





                                 EXHIBIT INDEX

Exhibit
Number         Exhibit

4(a)           Amended and Restated Certificate of Incorporation of the Company.
               Incorporated  herein by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-3 dated July 6, 2000.

(b)            Amended and Restated By-Laws of the Company.  Incorporated herein
               by reference to Exhibit 3.2 to the  Company's  Current  Report on
               Form 8-K dated January 22, 1999.

5              Opinion of Tony L. Wolk, Esq.

23.1           Consent of Deloitte & Touche LLP

23.2           Consent of Tony L. Wolk, Esq. (included in Exhibit 5)

24             Powers of Attorney (included on page 5).

99             Centennial   Communications   Corp.  and  its  Subsidiaries  2003
               Employee Stock Purchase Plan.



                                       7
<PAGE>


                                                                       EXHIBIT 5


                     [CENTENNIAL COMMUNICATIONS LETTERHEAD]




                                     June 26, 2003


Centennial Communications Corp.
3349 Route 138
Wall, NJ  07719

Dear Sirs:

     I am  General  Counsel  to  Centennial  Communications  Corp.,  a  Delaware
corporation  (the  "Company"),  and have  acted as such in  connection  with the
Registration  Statement on Form S-8 (the "Registration  Statement") filed by the
Company  under  the  Securities  Act of 1933,  as  amended,  and the  rules  and
regulations  thereunder  (the "Act"),  relating to the  registration  of 600,000
shares  (the  "Shares")  of Common  Stock,  par value  $0.01 per  share,  of the
Company.  The Shares are to be issued pursuant to the Centennial  Communications
Corp. and its Subsidiaries 2003 Employee Stock Purchase Plan (the "Plan").

     I have participated in the preparation of the Registration  Statement,  and
have reviewed the corporate  proceedings in connection  with the adoption of the
Plan.  I also have  examined and relied upon  originals or copies,  certified or
otherwise  authenticated  to my  satisfaction,  of all such  corporate  records,
documents, agreements, and instruments relating to the Company, and certificates
of  public  officials  and of  representatives  of the  Company,  have made such
investigations  of law, and have discussed with  representatives  of the Company
and such other  persons  such  questions  of fact,  as I have deemed  proper and
necessary as a basis for the rendering of this opinion.

     Based upon,  and subject to, the  foregoing,  I am of the opinion  that the
Shares are duly authorized and, when issued and delivered in accordance with the
terms of the  Plan  against  payment  therefor,  and  assuming  compliance  with
applicable  securities  laws and no change in the  applicable  law or  pertinent
facts (including  that, after any such issuance,  the number of shares of Common
Stock  outstanding  will not exceed the number the Company is then authorized to
issue under its  Certificate of  Incorporation),  will have been validly issued,
fully paid, and non-assessable.


                                       8
<PAGE>


     I  hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration  Statement.  In giving the foregoing consent, I do not admit that I
am in the category of persons whose  consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder.

                                     Very truly yours,

                                     /s/ Tony L. Wolk
                                     Tony L. Wolk, Senior Vice President
                                     and General Counsel


                                       9
<PAGE>


                                                                    EXHIBIT 23.1

                         INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
Centennial  Communications  Corp.  and  subsidiaries  on Form S-8 of our reports
dated August 27, 2002, appearing in the Annual Report on Form 10-K of Centennial
Communications  Corp. for the year ended May 31, 2002 (which reports  express an
unqualified  opinion  and  include  an  explanatory  paragraph  relating  to the
Company's change in method of accounting for derivative  instruments and hedging
activities to conform to Statement of Financial  Accounting  Standards  ("SFAS")
No. 133  "Accounting  for  Derivative  Instruments  and Hedging  Activities"  as
amended by SFAS No. 138  "Accounting  for  Certain  Derivative  Instruments  and
Certain Hedging  Activities",  in fiscal 2002 and the Company's change in method
of accounting for revenue  recognition  to conform to U.S. SEC Staff  Accounting
Bulletin  No. 101,  "Revenue  Recognition  in Financial  Statements",  in fiscal
2001).


/s/  DELOITTE & TOUCHE LLP

New York, New York
June 24, 2003


                                       10
<PAGE>

                                                                      Exhibit 99






                        CENTENNIAL COMMUNICATIONS CORP.
                              AND ITS SUBSIDIARIES


                       2003 EMPLOYEE STOCK PURCHASE PLAN



                                       11
<PAGE>




              CENTENNIAL COMMUNICATIONS CORP. AND ITS SUBSIDIARIES
                       2003 EMPLOYEE STOCK PURCHASE PLAN

1.       PURPOSE
The purpose of the Centennial  Communications  Corp. and its  Subsidiaries  2003
Employee  Stock  Purchase Plan (the "Plan") is to enable  Eligible  Employees of
Centennial  Communications Corp. (the "Company") and its Subsidiaries to acquire
proprietary  interests in the Company  through the  ownership of common stock in
the Company.  The Company  believes that  employees who  participate in the Plan
will have a closer identification with the Company by virtue of their ability as
stockholders  to  participate  in the Company's  growth and earnings.  It is the
intention of the Company to have the Plan qualify as an "employee stock purchase
plan" under  Section 423 of the Internal  Revenue Code of 1986,  as amended (the
"Code").  Accordingly,  the  provisions  of the Plan shall be construed so as to
extend and limit participation in a manner consistent with that intent.

2.       DEFINITIONS
The following terms have the following meanings:
(a)  "Annual  Pay" shall mean an amount equal to the annual basic rate of pay of
     an Eligible Employee as determined from the payroll records of the Eligible
     Employee's  employer  on the  effective  date of an  offer  of  stock  made
     pursuant to the Plan.
(b)  "Average  Market  Price"  shall mean the average of the high and low prices
     for the Common  Stock in the  over-the-counter  market,  as reported by the
     National  Association  of Securities  Dealers  Automated  Quotation  System
     (NASDAQ) (or other quotation service). If the Common Stock is not regularly
     traded in the  over-the-counter  market,  but is  registered  on a national
     securities exchange, "Average Market Price" shall mean the closing price of
     the Common Stock on such national securities exchange.
(c)  "Board of Directors" shall mean the board of directors of the Company.
(d)  "Common Stock" shall mean the $.01 par value common stock of the Company.
(e)  "Eligible  Employee" shall mean a person regularly  employed by the Company
     or a Subsidiary on the effective date of any offering of any stock pursuant
     to the Plan,  provided,  however,  that no person  shall be  considered  an
     Eligible Employee unless he/she is customarily employed by the Company or a
     Subsidiary for more than twenty hours per week and more than five months in
     a calendar  year,  and provided  further,  that the Board of Directors  may
     exclude the employees of any specified  Subsidiary  from any offering under
     the Plan.
(f)  "Option" shall mean the right granted to Eligible Employees to purchase the
     Common Stock under an offering made under the Plan.
(g)  "Purchase Period" shall mean the period during which  installment  payments
     for stock purchased under the Plan shall be made.
(h)  "Subscription  Period"  shall mean that  period of time  prescribed  in any
     offer of stock under the Plan beginning on the first day Eligible Employees
     may elect to purchase  shares and ending on the last day such elections are
     authorized to be received and accepted.
(i)  "Subsidiary" shall mean any corporation (other than corporations  organized
     outside  of the  United  States  and  Puerto  Rico)  which is or would be a
     "subsidiary  corporation"  of the Company as the term is defined in Section
     424(f) of the Code.


                                       12
<PAGE>


3.       SHARES RESERVED FOR PLAN ADJUSTMENTS
The shares of the Company's Common Stock to be sold to Eligible  Employees under
the Plan may, at the  election  of the Board of  Directors,  be either  treasury
shares or shares  originally  issued for such  purpose.  The  maximum  number of
shares of Common Stock which shall be reserved and made available for sale under
the Plan shall be 600,000,  provided however,  that the maximum number of shares
that are available in any one Purchase Period is 200,000,  subject to adjustment
by the Compensation  Committee of the Board of Directors in its sole discretion.
In the event of a subdivision or  combination  of the Common Stock  (including a
stock split),  the maximum  number of shares which may  thereafter be issued and
sold under the Plan and the number of shares under  elections to purchase at the
time of such  subdivision or combination  will be  proportionately  increased or
decreased,  the terms  relating to the price at which shares under  elections to
purchase will be sold will be appropriately adjusted, and such other action will
be taken as in the opinion of the Board of  Directors is  appropriate  under the
circumstances.  In case of a  reclassification  or other  change  in the  Common
Stock, the Board of Directors also will make appropriate adjustments.

4.       ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation  Committee (the  "Committee")
of the Board of Directors. No director of the Company serving as a member of the
Committee  shall be  eligible,  at any time  while  serving  as a member  of the
Committee, to be granted Options under the Plan.
The  Committee  shall be vested  with full  authority  to make,  administer  and
interpret such rules and regulations regarding the Plan or to make amendments to
the Plan itself as it may deem  advisable  (including in the case of a change in
control of the  Company);  provided,  however,  that,  without  approval  by the
stockholders  of the Company  within 12 months  before or after the amendment is
adopted, no such amendment shall increase the maximum number of shares available
for sale under the Plan, otherwise than as requested to reflect a subdivision or
a combination as provided in Section 3 hereof,  nor shall any such amendment act
to expand the persons  eligible to  participate in the Plan beyond the employees
of the  Company and its  Subsidiaries  described  in Section  2(e)  hereof.  Any
determination,  decision,  or action of the  Committee  in  connection  with the
construction,  interpretation,  administration, or application of the Plan shall
be  binding  upon all  Eligible  Employees  and all  persons  claiming  under an
Eligible Employee.

5.       PARTICIPATION IN THE PLAN AND ITS EFFECT ON EMPLOYMENT RELATIONSHIP
Subject to the  limitation  provided  in Section 9 hereof,  Options to  purchase
Common  Stock under the Plan shall be granted to all  Eligible  Employees of the
Company or any of its  Subsidiaries  whose  Eligible  Employees are granted such
rights; provided,  however, that in no event may an Eligible Employee be granted
an Option  under  this Plan if such  Eligible  Employee,  immediately  after the
Option is granted, owns stock possessing 5% or more of the total combined voting
power or value of all  classes of capital  stock of the Company or of any of its
Subsidiaries.  For the  purposes  of  determining  stock  ownership  under  this
paragraph,  the rules of Section 424(d) of the Code shall apply, and stock which
the Eligible  Employee  may  purchase  under all  outstanding  options  shall be
treated as stock owned by the Eligible Employee.

                                       13
<PAGE>

Neither the Plan nor any Option held by any Eligible Employee hereunder shall be
construed as conferring upon such Eligible Employee any right to continue in the
employ of the  Company or any  Subsidiary,  or limit in any respect the right of
the Company or any Subsidiary to terminate such Eligible  Employee's  employment
or other relationship with the Company or any Subsidiary, as the case may be, at
any time.

6.       PURCHASE PRICE
The  purchase  price for shares of Common Stock  purchased  pursuant to the Plan
during any Purchase Period (except as otherwise  provided herein) will be 85% of
the lesser of (1) the Average  Market Price of the Common Stock on the first day
of the Purchase  Period or (2) the Average Market Price of the Company's  Common
Stock on the last day of the  Purchase  Period.  If no Average  Market  Price is
available  on  either  or both of  these  days,  the  purchase  price  shall  be
established  based upon 85% of the  Average  Market  Price on the last day prior
thereto on which an Average Market Price was available.

7.       METHOD OF PAYMENT
Payment for shares purchased  pursuant to the Plan shall be made in installments
through payroll deductions,  with no right of prepayment. Each Eligible Employee
electing to purchase  shares will authorize the Company to withhold a designated
amount from his/her regular weekly, biweekly,  semi-monthly,  or monthly pay for
each payroll period during the Purchase Period. All such payroll deductions made
for an Eligible Employee shall be credited to his/her account under the Plan. At
the end of the Purchase  Period,  each Eligible  Employee shall receive in cash,
without interest,  the balance  remaining in his/her account,  if any, after the
amount in his/her  account has been  applied to the  purchase of whole shares at
the  applicable  purchase  price.  Only  whole  shares  of  Common  Stock may be
purchased under the Plan.

8.       EMPLOYEE'S ELECTION TO PURCHASE--GRANT OF OPTIONS
To participate in the Plan during any Purchase Period, an Eligible Employee must
sign an election to purchase  shares on a form  provided by the Company  stating
that the Eligible Employee desires to purchase shares under the Plan and showing
the aggregate  amount which the Eligible  Employee  elects to have withheld from
his/her pay for such Purchase Period and applied to the purchase of shares.  The
election to purchase  shares during any Purchase  Period must be delivered on or
before the last day of the related  Subscription  Period to the person or office
designated to receive and accept such elections.
In the event the total maximum number of shares  resulting from all elections to
purchase  under any offering of shares under the Plan exceeds the maximum number
of shares  offered under Section 3 hereof,  the Committee may reduce the maximum
number of  shares  which  Eligible  Employees  may  purchase  pursuant  to their
elections to purchase,  to allot the shares available in such manner as it shall
determine, but generally pro rata to subscriptions received and to grant Options
to  purchase  only such  reduced  number of shares.  All shares  included in any
offering  under  the Plan in excess  of the  total  number  of shares  which all
Eligible  Employees  elect to  purchase  and all  shares  with  respect to which
elections  to purchase  are  cancelled  as  provided in Section 12 hereof  shall
continue to be reserved for the Plan and shall be available for inclusion in any
subsequent offering under the Plan.


                                       14
<PAGE>

9.       LIMITATION ON NUMBER OF SHARES WHICH MAY BE PURCHASED
No Eligible  Employee may be granted an Option to purchase  shares which permits
his/her rights to purchase stock under the Plan and all other stock option plans
of the  Company  and of any of its  Subsidiaries  pursuant to Section 423 of the
Code to accrue at a rate which  exceeds in any one calendar  year $25,000 of the
fair market value of such stock  (determined  on the date the option to purchase
is granted).

10.      RIGHTS AS STOCKHOLDER
An Eligible  Employee will become a  stockholder  of the Company with respect to
shares for which payment has been completed at the close of business on the last
business day of the Purchase Period. An Eligible Employee will have no rights as
a stockholder  with respect to shares under an election to purchase shares until
he/she has become a stockholder  as provided in the preceding  sentence.  At the
end of the Purchase  Period,  Eligible  Employees will receive a form indicating
the methods of distribution of Common Stock purchased under the Plan.

11.      RIGHTS TO PURCHASE SHARES NOT TRANSFERABLE
An Eligible  Employee's rights under his/her election to purchase shares may not
be sold,  pledged,  assigned or transferred in any manner otherwise than by will
or the laws of descent and  distribution.  If this  provision is  violated,  the
right of the Eligible  Employee to purchase  shares shall terminate and the only
right remaining under such Eligible  Employee's  election to purchase will be to
have paid over to the person  entitled  thereto the amount then  credited to the
Eligible Employee's account, without interest.

12.      CANCELLATION OF ELECTION TO PURCHASE
An Eligible  Employee who has elected to purchase  shares may elect to change or
cancel his/her  election one time during the Purchase  Period in accordance with
the  provisions  of this Section 12. Only one such  election is permitted by any
Eligible  Employee during any Purchase Period.  Any such  cancellation  shall be
effective  upon the  delivery  by the  Eligible  Employee  of written  notice of
cancellation  to the  office or person  designated  to receive  elections.  Such
notice of cancellation  must be so delivered before the close of business on the
last business day of the Purchase  Period.  If an Eligible  Employee reduces the
amount authorized to be withheld from his/her pay, he/she shall continue to make
installment  payments  at the reduced  rate for the  remainder  of the  Purchase
Period.

The following three options are available to an Eligible Employee:
(a)  He/She may terminate all future  contributions and receive in cash, without
     interest,  as soon as  administratively  practicable  after delivery of the
     notice of cancellation, the amount then credited to his/her account, or
(b)  He/She may terminate  all future  contributions  but keep his/her  existing
     contributions  in  his/her  account  and  receive  shares at the end of the
     Purchase Period according to Plan procedures, or
(c)  He/She may reduce the amount of  contributions  withheld from each paycheck
     for the  remainder of the Purchase  Period after  delivery of the notice of
     cancellation.

13.      LEAVE OF ABSENCE OR LAYOFF
An Eligible  Employee  purchasing stock under the Plan who is granted a leave of
absence  (including a military leave) during the Purchase Period,  which absence
is for a period of 90 days or less (or if for a period in excess of 90 days, the
Eligible  Employee's right of reemployment is guaranteed either by statute or by
contract),  may during  such  period of  absence  make  payments  in cash to the
Company in amounts equal to the amounts such  payments  would have been pursuant
to corresponding payroll deductions.


                                       15
<PAGE>


14.      EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE
If in any  payroll  period an  Eligible  Employee  who has filed an  election to
purchase shares under the Plan has no pay or his/her pay is insufficient  (after
other authorized deductions) to permit deduction of his/her installment payment,
such  payment  may be made in cash at the  time.  If not so made,  the  Eligible
Employee,  when  his/her pay is again  sufficient  to permit the  resumption  of
installment  payments,  must pay in cash the amount of the deficiency in his/her
account  or  arrange  for  uniformly  increased  installment  payments  so that,
assuming the maximum purchase price per share, payment for the maximum number of
shares  covered by his/her  Option  will be  completed  in the last month of the
Purchase Period. If the Eligible  Employee elects to make increased  installment
payments,  he/she  may,  nevertheless,  at  any  time,  make  up  the  remaining
deficiency by a lump sum payment.
Subject to the above and other  provisions of the Plan permitting  postponement,
the  Company  may,  in its sole  discretion,  treat the  failure by an  Eligible
Employee to make any payment as a cancellation  of his/her  election to purchase
shares.  Such  cancellation  will be  effected  by mailing  notice to him/her at
his/her last known  business or home address.  Upon such  mailing,  his/her only
right will be to receive  in cash,  without  interest,  the amount  credited  to
his/her account.

15.      DEATH
If an Eligible Employee dies and has an election to purchase shares in effect at
the time of his/her death,  the legal  representative  of the deceased  Eligible
Employee may,  within three months from the date of death (but in no event later
than the end of the Purchase Period), by delivering written notice to the office
or person designated to receive elections, elect to:
(a)  Complete the remaining installment payments in cash,
(b)  Make a lump sum  payment  in the  amount of the  remaining  portion  of the
     purchase price, or
(c)  Cancel the election to purchase shares in accordance with the provisions of
     Section 12. If no such notice is given  within such  period,  the  election
     will be deemed  cancelled  as of the date of death,  and the only  right of
     such legal representative will be to receive in cash, without interest, the
     amount credited to the deceased Eligible Employee's account.

16.      TERMINATION OF EMPLOYMENT OTHER THAN FOR DEATH
If an Eligible  Employee's  employment is  terminated  for any reason other than
death  prior to the end of the  Purchase  Period,  his/her  election to purchase
shall thereupon be deemed  cancelled as of the date on which his/her  employment
ended.  In such an event,  no  further  payments  under  such  election  will be
permitted,  and the Eligible  Employee's  only right will be to receive in cash,
without interest, the amount credited to his/her account.

17.      APPLICATION OF FUNDS, INTEREST
All funds received by the Company in payment for shares purchased under the Plan
and held by the Company at any time may be used for any valid corporate purpose.
All cash  payments  to be made to  Eligible  Employees  hereunder  shall be made
exclusive of interest.


                                       16
<PAGE>

18.      GOVERNMENTAL APPROVALS OR CONSENTS
The Plan shall not be effective unless it is approved by the stockholders of the
Company  within 12 months  after the Plan is adopted by the Board of  Directors.
The Plan and any offerings and sales to Eligible  Employees under it are subject
to any  governmental  approvals or consents that may be or become  applicable in
connection  therewith.  The Board of Directors may make such changes in the Plan
and include  such terms in any  offering  under the Plan as may be  necessary or
desirable,  in the  opinion of  counsel,  so that the Plan will  comply with the
rules  and  regulations  of any  governmental  authority  and so  that  Eligible
Employees  participating in the Plan will be eligible for tax benefits under the
Code or the laws of any state.
[{"type": "S-8", "sequence": "1", "filename": "forms8062603.txt", "description": "FORM S-8 REGISTRATION STATEMENT 06/26/2003", "secsgml_size_bytes": 40848}]
{"company-data": {"conformed-name": "CENTENNIAL COMMUNICATIONS CORP /DE", "cik": "0000879573", "assigned-sic": "4812", "irs-number": "061242753", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106524", "film-number": "03758646"}, "business-address": {"street1": "3349 ROUTE 138, BLDG A", "city": "WALL", "state": "NJ", "zip": "07719", "phone": "7325562200"}, "mail-address": {"street1": "3349 ROUTE 138, BLDG A", "city": "WALL", "state": "NJ", "zip": "07719"}, "former-company": [{"former-conformed-name": "CENTENNIAL CELLULAR CORP", "date-changed": "19930328"}, {"former-conformed-name": "CENTURY CELLULAR CORP /DE", "date-changed": "19600201"}]}
Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

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

              Delaware                                 06-1242753
      (State or other jurisdiction of       (I.R.S. Employer Identification
       incorporation or organization)                    Number)

                                 3349 Route 138
                                 Wall, NJ 07719
                                 (732) 556-2200
               (Address of principal executive offices) (Zip code)

       Centennial Communications Corp. and its Subsidiaries 2003 Employee
                              Stock Purchase Plan
                            (Full title of the plan)

                               Tony L. Wolk, Esq.
                         Centennial Communications Corp.
                                 3349 Route 138
                                 Wall, NJ 07719
                                 (732) 556-2200
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        ---------------------------------

                                   Copies to:
                            Michael H. Margulis, Esq.
                                Duane Morris LLP
                              380 Lexington Avenue
                            New York, New York 10168
                                 (212) 692-1000
                        ---------------------------------

                        CALCULATION OF REGISTRATION FEE

====================================================================================================================
Title of securities to     Amount to be    Proposed maximum       Proposed maximum           Amount of
     be registered         registered     offering price per     aggregate offering      registration fee
                                               share (1)              price (1)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock, par          600,000 shares      $3.95                $2,370,000                $192
value $0.01 per share
====================================================================================================================
(1)       Estimated  in  accordance  with Rule 457(c)  solely for the purpose of
          computing the amount of the  registration  fee based on the average of
          the high and low prices of the Common  Stock as reported on the Nasdaq
          National Market on June 24, 2003.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents By Reference.
         ------   ----------------------------------------

          The  following  documents  filed  with  the  Securities  and  Exchange
Commission by  Centennial  Communications  Corp.,  a Delaware  corporation  (the
"Company"), are incorporated herein by reference:

               (1) the Company's Annual Report on Form 10-K, as amended, for the
     year ended May 31, 2002;

               (2) the Company's  Quarterly  Reports on Form 10-Q for the fiscal
     quarters ended August 31, 2002, November 30, 2002, and February 28, 2003;

               (3) the Company's  Current Reports on Form 8-K dated June 9, 2003
     and June 17, 2003; and

               (4) the  description of the Company's  Common Stock  contained in
     the  Company's   Registration  Statement  on  Form  8-A  (Registration  No.
     0-19603), as amended.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be part hereof from the date of filing such documents.

     Item 4. Description of Securities.
     ------ -------------------------

     Not applicable.

     Item 5.  Interest of Named Experts and Counsel.
     ------   -------------------------------------

     Not applicable

     Item 6.  Indemnification of Directors and Officers.
     ------   -----------------------------------------

     The  Company's  Amended and  Restated  Certificate  of  Incorporation  (the
"Restated  Certificate")  provides that the Company shall, to the fullest extent
permitted by Section 145 of the Delaware  General  Corporation Law (the "DGCL"),
as the same may be amended and supplemented,  indemnify any and all persons whom
it shall have power to indemnify under said section from and against any and all
of the expenses, liabilities and other matters referred to in or covered by said
section. The Company's Amended and Restated By-Laws (the "By-Laws") provide that
every  person now or  hereafter  serving as a director or officer of the Company
and every such  director  or officer  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  shall be  indemnified  by the  Company in
accordance  with and to the fullest extent  permitted by law for the defense of,
or in connection  with, any  threatened,  pending or completed  action,  suit or
proceeding,  whether  civil,  criminal,  administrative  or  investigative.  The
By-Laws also provide that the right to indemnification  includes the right to be
paid  expenses  incurred in  defending  a civil,  criminal,  administrative,  or
investigative  action,  suit or proceeding in advance of its final  disposition;
provided,  however, that such advance payment will only be made upon delivery to
the Company of an  undertaking,  by or on behalf of the director or officer,  to
repay all amounts so advanced if it is ultimately  determined that such director
is not entitled to indemnification.

                                       2
Section 145 of the DGCL permits a corporation  to indemnify any director or
officer  of  the  corporation  against  expenses  (including  attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the  corporation,  and, with
respect  to any  criminal  action or  proceeding,  if he or she had no reason to
believe his or her conduct was  unlawful.  If a  derivative  action  (i.e.,  one
brought by or on behalf of the  corporation),  indemnification  may be made only
for  expenses,  actually and  reasonably  incurred by any director or officer in
connection  with the defense or  settlement  of such an action or suit,  if such
person acted in good faith and in a manner that he reasonably believed to be in,
or not  opposed  to,  the best  interests  of the  corporation,  except  that no
indemnification  shall be made if such  person  shall have been  adjudged  to be
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall  determine that the defendant is fairly and
reasonably  entitled to indemnity for such expenses despite such adjudication of
liability.

     Pursuant  to  Section  102(b)(7)  of the  DGCL,  the  Restated  Certificate
eliminates the liability of a director to the  corporation  or its  stockholders
for monetary damages for such breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its  stockholders,  (ii) from acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section  174 of the  DGCL,  or (iv) for any  transaction  from  which the
director derived an improper personal benefit.

     Item 7.  Exemption from Registration Claimed.
     ------   -----------------------------------

     Not applicable.

     Item 8.  Exhibits.
     ------   --------

     4(a) Amended and  Restated  Certificate  of  Incorporation  of the Company.
          Incorporated  herein by  reference  to  Exhibit  3.1 to the  Company's
          Registration Statement on Form S-3 dated July 6, 2000.

     (b)  Amended and Restated  By-Laws of the Company.  Incorporated  herein by
          reference to Exhibit 3.2 to the Company's  Current  Report on Form 8-K
          dated January 22, 1999.

     5    Opinion of Tony L. Wolk, Esq.

     23.1 Consent of Deloitte & Touche LLP

     23.2 Consent of Tony L. Wolk, Esq. (included in Exhibit 5)

     24   Powers of Attorney (included on page 5).

     99   The Centennial Communications Corp. and its Subsidiaries 2003 Employee
          Stock Purchase Plan.

     Item 9.  Undertakings.
     ------   ------------

     (a) The undersigned registrant hereby undertakes:

                                       3
(1) To file, during any period in which offers or sales are being
          made, a post- effective amendment to this registration  statement,  to
          include  any  material   information  with  respect  to  the  plan  of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.

               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered therein, and the offering of such securities at the time shall
          be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that is has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wall, State of New Jersey, on June 26, 2003.

                                   CENTENNIAL COMMUNICATIONS CORP.

                                   By: /s/ Michael J. Small
                                       -----------------------------------------
                                       Michael J. Small, Chief Executive Officer

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below constitutes and appoints Michael J. Small, Thomas J. Fitzpatrick, and Tony
L. Wolk, and each of them, his true and lawful  attorney-in-fact and agent, with
full power of substitution  and  resubstitution,  to act, without the other, for
him and in his name, place, and stead, in any and all capacities, to sign any or
all  amendments  (including  post-effective   amendments)  to  the  Registration
Statement  on  Form  S-8 of  Centennial  Communications  Corp.  relating  to the
offering of shares of its Common Stock,  and to file the same, with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and  about the  premises,  as full to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents,  or any of them,  their  substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Signatures                    Title                           Date
     ----------                    -----                           ----

  /s/  Michael J. Small         Chief Executive Officer and        June 26, 2003
------------------------        Director (Principal Executive
     Michael J. Small           Officer)

  /s/  Thomas J. Fitzpatrick    Executive Vice President, Chief    June 26, 2003
----------------------------    Financial Officer (Principal
    Thomas J. Fitzpatrick       Financial Officer)

  /s/  Thomas E. Bucks          Senior Vice President, Controller  June 26, 2003
----------------------          (Principal Accounting Officer)
    Thomas E. Bucks

  /s/  Thomas E. McInerney      Chairman and Director              June 26, 2003
--------------------------
    Thomas E. McInerney

                                       5
/s/  Carmen Ana Culpeper      Director                           June 26, 2003
--------------------------
    Carmen Ana Culpeper

  /s/  Anthony J. de Nicola     Director                           June 26, 2003
---------------------------
    Anthony J. de Nicola

  /s/  Lawrence Guffey          Director                           June 26, 2003
----------------------
    Lawrence Guffey

  /s/  James R. Matthews        Director                           June 26, 2003
------------------------
    James R. Matthews

  /s/  David M. Tolley          Director                           June 26, 2003
----------------------
    David M. Tolley

  /s/  J. Stephen Vanderwoude   Director                           June 26, 2003
-----------------------------
    J. Stephen Vanderwoude

  /s/  Ellen Wolf               Director                           June 26, 2003
-----------------
    Ellen Wolf

                                       6
EXHIBIT INDEX

Exhibit
Number         Exhibit

4(a)           Amended and Restated Certificate of Incorporation of the Company.
               Incorporated  herein by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-3 dated July 6, 2000.

(b)            Amended and Restated By-Laws of the Company.  Incorporated herein
               by reference to Exhibit 3.2 to the  Company's  Current  Report on
               Form 8-K dated January 22, 1999.

5              Opinion of Tony L. Wolk, Esq.

23.1           Consent of Deloitte & Touche LLP

23.2           Consent of Tony L. Wolk, Esq. (included in Exhibit 5)

24             Powers of Attorney (included on page 5).

99             Centennial   Communications   Corp.  and  its  Subsidiaries  2003
               Employee Stock Purchase Plan.

                                       7
EXHIBIT 5

                     [CENTENNIAL COMMUNICATIONS LETTERHEAD]

                                     June 26, 2003

Centennial Communications Corp.
3349 Route 138
Wall, NJ  07719

Dear Sirs:

     I am  General  Counsel  to  Centennial  Communications  Corp.,  a  Delaware
corporation  (the  "Company"),  and have  acted as such in  connection  with the
Registration  Statement on Form S-8 (the "Registration  Statement") filed by the
Company  under  the  Securities  Act of 1933,  as  amended,  and the  rules  and
regulations  thereunder  (the "Act"),  relating to the  registration  of 600,000
shares  (the  "Shares")  of Common  Stock,  par value  $0.01 per  share,  of the
Company.  The Shares are to be issued pursuant to the Centennial  Communications
Corp. and its Subsidiaries 2003 Employee Stock Purchase Plan (the "Plan").

     I have participated in the preparation of the Registration  Statement,  and
have reviewed the corporate  proceedings in connection  with the adoption of the
Plan.  I also have  examined and relied upon  originals or copies,  certified or
otherwise  authenticated  to my  satisfaction,  of all such  corporate  records,
documents, agreements, and instruments relating to the Company, and certificates
of  public  officials  and of  representatives  of the  Company,  have made such
investigations  of law, and have discussed with  representatives  of the Company
and such other  persons  such  questions  of fact,  as I have deemed  proper and
necessary as a basis for the rendering of this opinion.

     Based upon,  and subject to, the  foregoing,  I am of the opinion  that the
Shares are duly authorized and, when issued and delivered in accordance with the
terms of the  Plan  against  payment  therefor,  and  assuming  compliance  with
applicable  securities  laws and no change in the  applicable  law or  pertinent
facts (including  that, after any such issuance,  the number of shares of Common
Stock  outstanding  will not exceed the number the Company is then authorized to
issue under its  Certificate of  Incorporation),  will have been validly issued,
fully paid, and non-assessable.

                                       8
I  hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration  Statement.  In giving the foregoing consent, I do not admit that I
am in the category of persons whose  consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder.

                                     Very truly yours,

                                     /s/ Tony L. Wolk
                                     Tony L. Wolk, Senior Vice President
                                     and General Counsel

                                       9
EXHIBIT 23.1

                         INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Centennial  Communications  Corp.  and  subsidiaries  on Form S-8 of our reports
dated August 27, 2002, appearing in the Annual Report on Form 10-K of Centennial
Communications  Corp. for the year ended May 31, 2002 (which reports  express an
unqualified  opinion  and  include  an  explanatory  paragraph  relating  to the
Company's change in method of accounting for derivative  instruments and hedging
activities to conform to Statement of Financial  Accounting  Standards  ("SFAS")
No. 133  "Accounting  for  Derivative  Instruments  and Hedging  Activities"  as
amended by SFAS No. 138  "Accounting  for  Certain  Derivative  Instruments  and
Certain Hedging  Activities",  in fiscal 2002 and the Company's change in method
of accounting for revenue  recognition  to conform to U.S. SEC Staff  Accounting
Bulletin  No. 101,  "Revenue  Recognition  in Financial  Statements",  in fiscal
2001).

/s/  DELOITTE & TOUCHE LLP

New York, New York
June 24, 2003

                                       10
Exhibit 99

                        CENTENNIAL COMMUNICATIONS CORP.
                              AND ITS SUBSIDIARIES

                       2003 EMPLOYEE STOCK PURCHASE PLAN

                                       11
CENTENNIAL COMMUNICATIONS CORP. AND ITS SUBSIDIARIES
                       2003 EMPLOYEE STOCK PURCHASE PLAN

1.       PURPOSE
The purpose of the Centennial  Communications  Corp. and its  Subsidiaries  2003
Employee  Stock  Purchase Plan (the "Plan") is to enable  Eligible  Employees of
Centennial  Communications Corp. (the "Company") and its Subsidiaries to acquire
proprietary  interests in the Company  through the  ownership of common stock in
the Company.  The Company  believes that  employees who  participate in the Plan
will have a closer identification with the Company by virtue of their ability as
stockholders  to  participate  in the Company's  growth and earnings.  It is the
intention of the Company to have the Plan qualify as an "employee stock purchase
plan" under  Section 423 of the Internal  Revenue Code of 1986,  as amended (the
"Code").  Accordingly,  the  provisions  of the Plan shall be construed so as to
extend and limit participation in a manner consistent with that intent.

2.       DEFINITIONS
The following terms have the following meanings:
(a)  "Annual  Pay" shall mean an amount equal to the annual basic rate of pay of
     an Eligible Employee as determined from the payroll records of the Eligible
     Employee's  employer  on the  effective  date of an  offer  of  stock  made
     pursuant to the Plan.
(b)  "Average  Market  Price"  shall mean the average of the high and low prices
     for the Common  Stock in the  over-the-counter  market,  as reported by the
     National  Association  of Securities  Dealers  Automated  Quotation  System
     (NASDAQ) (or other quotation service). If the Common Stock is not regularly
     traded in the  over-the-counter  market,  but is  registered  on a national
     securities exchange, "Average Market Price" shall mean the closing price of
     the Common Stock on such national securities exchange.
(c)  "Board of Directors" shall mean the board of directors of the Company.
(d)  "Common Stock" shall mean the $.01 par value common stock of the Company.
(e)  "Eligible  Employee" shall mean a person regularly  employed by the Company
     or a Subsidiary on the effective date of any offering of any stock pursuant
     to the Plan,  provided,  however,  that no person  shall be  considered  an
     Eligible Employee unless he/she is customarily employed by the Company or a
     Subsidiary for more than twenty hours per week and more than five months in
     a calendar  year,  and provided  further,  that the Board of Directors  may
     exclude the employees of any specified  Subsidiary  from any offering under
     the Plan.
(f)  "Option" shall mean the right granted to Eligible Employees to purchase the
     Common Stock under an offering made under the Plan.
(g)  "Purchase Period" shall mean the period during which  installment  payments
     for stock purchased under the Plan shall be made.
(h)  "Subscription  Period"  shall mean that  period of time  prescribed  in any
     offer of stock under the Plan beginning on the first day Eligible Employees
     may elect to purchase  shares and ending on the last day such elections are
     authorized to be received and accepted.
(i)  "Subsidiary" shall mean any corporation (other than corporations  organized
     outside  of the  United  States  and  Puerto  Rico)  which is or would be a
     "subsidiary  corporation"  of the Company as the term is defined in Section
     424(f) of the Code.

                                       12
3.       SHARES RESERVED FOR PLAN ADJUSTMENTS
The shares of the Company's Common Stock to be sold to Eligible  Employees under
the Plan may, at the  election  of the Board of  Directors,  be either  treasury
shares or shares  originally  issued for such  purpose.  The  maximum  number of
shares of Common Stock which shall be reserved and made available for sale under
the Plan shall be 600,000,  provided however,  that the maximum number of shares
that are available in any one Purchase Period is 200,000,  subject to adjustment
by the Compensation  Committee of the Board of Directors in its sole discretion.
In the event of a subdivision or  combination  of the Common Stock  (including a
stock split),  the maximum  number of shares which may  thereafter be issued and
sold under the Plan and the number of shares under  elections to purchase at the
time of such  subdivision or combination  will be  proportionately  increased or
decreased,  the terms  relating to the price at which shares under  elections to
purchase will be sold will be appropriately adjusted, and such other action will
be taken as in the opinion of the Board of  Directors is  appropriate  under the
circumstances.  In case of a  reclassification  or other  change  in the  Common
Stock, the Board of Directors also will make appropriate adjustments.

4.       ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation  Committee (the  "Committee")
of the Board of Directors. No director of the Company serving as a member of the
Committee  shall be  eligible,  at any time  while  serving  as a member  of the
Committee, to be granted Options under the Plan.
The  Committee  shall be vested  with full  authority  to make,  administer  and
interpret such rules and regulations regarding the Plan or to make amendments to
the Plan itself as it may deem  advisable  (including in the case of a change in
control of the  Company);  provided,  however,  that,  without  approval  by the
stockholders  of the Company  within 12 months  before or after the amendment is
adopted, no such amendment shall increase the maximum number of shares available
for sale under the Plan, otherwise than as requested to reflect a subdivision or
a combination as provided in Section 3 hereof,  nor shall any such amendment act
to expand the persons  eligible to  participate in the Plan beyond the employees
of the  Company and its  Subsidiaries  described  in Section  2(e)  hereof.  Any
determination,  decision,  or action of the  Committee  in  connection  with the
construction,  interpretation,  administration, or application of the Plan shall
be  binding  upon all  Eligible  Employees  and all  persons  claiming  under an
Eligible Employee.

5.       PARTICIPATION IN THE PLAN AND ITS EFFECT ON EMPLOYMENT RELATIONSHIP
Subject to the  limitation  provided  in Section 9 hereof,  Options to  purchase
Common  Stock under the Plan shall be granted to all  Eligible  Employees of the
Company or any of its  Subsidiaries  whose  Eligible  Employees are granted such
rights; provided,  however, that in no event may an Eligible Employee be granted
an Option  under  this Plan if such  Eligible  Employee,  immediately  after the
Option is granted, owns stock possessing 5% or more of the total combined voting
power or value of all  classes of capital  stock of the Company or of any of its
Subsidiaries.  For the  purposes  of  determining  stock  ownership  under  this
paragraph,  the rules of Section 424(d) of the Code shall apply, and stock which
the Eligible  Employee  may  purchase  under all  outstanding  options  shall be
treated as stock owned by the Eligible Employee.

                                       13
Neither the Plan nor any Option held by any Eligible Employee hereunder shall be
construed as conferring upon such Eligible Employee any right to continue in the
employ of the  Company or any  Subsidiary,  or limit in any respect the right of
the Company or any Subsidiary to terminate such Eligible  Employee's  employment
or other relationship with the Company or any Subsidiary, as the case may be, at
any time.

6.       PURCHASE PRICE
The  purchase  price for shares of Common Stock  purchased  pursuant to the Plan
during any Purchase Period (except as otherwise  provided herein) will be 85% of
the lesser of (1) the Average  Market Price of the Common Stock on the first day
of the Purchase  Period or (2) the Average Market Price of the Company's  Common
Stock on the last day of the  Purchase  Period.  If no Average  Market  Price is
available  on  either  or both of  these  days,  the  purchase  price  shall  be
established  based upon 85% of the  Average  Market  Price on the last day prior
thereto on which an Average Market Price was available.

7.       METHOD OF PAYMENT
Payment for shares purchased  pursuant to the Plan shall be made in installments
through payroll deductions,  with no right of prepayment. Each Eligible Employee
electing to purchase  shares will authorize the Company to withhold a designated
amount from his/her regular weekly, biweekly,  semi-monthly,  or monthly pay for
each payroll period during the Purchase Period. All such payroll deductions made
for an Eligible Employee shall be credited to his/her account under the Plan. At
the end of the Purchase  Period,  each Eligible  Employee shall receive in cash,
without interest,  the balance  remaining in his/her account,  if any, after the
amount in his/her  account has been  applied to the  purchase of whole shares at
the  applicable  purchase  price.  Only  whole  shares  of  Common  Stock may be
purchased under the Plan.

8.       EMPLOYEE'S ELECTION TO PURCHASE--GRANT OF OPTIONS
To participate in the Plan during any Purchase Period, an Eligible Employee must
sign an election to purchase  shares on a form  provided by the Company  stating
that the Eligible Employee desires to purchase shares under the Plan and showing
the aggregate  amount which the Eligible  Employee  elects to have withheld from
his/her pay for such Purchase Period and applied to the purchase of shares.  The
election to purchase  shares during any Purchase  Period must be delivered on or
before the last day of the related  Subscription  Period to the person or office
designated to receive and accept such elections.
In the event the total maximum number of shares  resulting from all elections to
purchase  under any offering of shares under the Plan exceeds the maximum number
of shares  offered under Section 3 hereof,  the Committee may reduce the maximum
number of  shares  which  Eligible  Employees  may  purchase  pursuant  to their
elections to purchase,  to allot the shares available in such manner as it shall
determine, but generally pro rata to subscriptions received and to grant Options
to  purchase  only such  reduced  number of shares.  All shares  included in any
offering  under  the Plan in excess  of the  total  number  of shares  which all
Eligible  Employees  elect to  purchase  and all  shares  with  respect to which
elections  to purchase  are  cancelled  as  provided in Section 12 hereof  shall
continue to be reserved for the Plan and shall be available for inclusion in any
subsequent offering under the Plan.

                                       14
9.       LIMITATION ON NUMBER OF SHARES WHICH MAY BE PURCHASED
No Eligible  Employee may be granted an Option to purchase  shares which permits
his/her rights to purchase stock under the Plan and all other stock option plans
of the  Company  and of any of its  Subsidiaries  pursuant to Section 423 of the
Code to accrue at a rate which  exceeds in any one calendar  year $25,000 of the
fair market value of such stock  (determined  on the date the option to purchase
is granted).

10.      RIGHTS AS STOCKHOLDER
An Eligible  Employee will become a  stockholder  of the Company with respect to
shares for which payment has been completed at the close of business on the last
business day of the Purchase Period. An Eligible Employee will have no rights as
a stockholder  with respect to shares under an election to purchase shares until
he/she has become a stockholder  as provided in the preceding  sentence.  At the
end of the Purchase  Period,  Eligible  Employees will receive a form indicating
the methods of distribution of Common Stock purchased under the Plan.

11.      RIGHTS TO PURCHASE SHARES NOT TRANSFERABLE
An Eligible  Employee's rights under his/her election to purchase shares may not
be sold,  pledged,  assigned or transferred in any manner otherwise than by will
or the laws of descent and  distribution.  If this  provision is  violated,  the
right of the Eligible  Employee to purchase  shares shall terminate and the only
right remaining under such Eligible  Employee's  election to purchase will be to
have paid over to the person  entitled  thereto the amount then  credited to the
Eligible Employee's account, without interest.

12.      CANCELLATION OF ELECTION TO PURCHASE
An Eligible  Employee who has elected to purchase  shares may elect to change or
cancel his/her  election one time during the Purchase  Period in accordance with
the  provisions  of this Section 12. Only one such  election is permitted by any
Eligible  Employee during any Purchase Period.  Any such  cancellation  shall be
effective  upon the  delivery  by the  Eligible  Employee  of written  notice of
cancellation  to the  office or person  designated  to receive  elections.  Such
notice of cancellation  must be so delivered before the close of business on the
last business day of the Purchase  Period.  If an Eligible  Employee reduces the
amount authorized to be withheld from his/her pay, he/she shall continue to make
installment  payments  at the reduced  rate for the  remainder  of the  Purchase
Period.

The following three options are available to an Eligible Employee:
(a)  He/She may terminate all future  contributions and receive in cash, without
     interest,  as soon as  administratively  practicable  after delivery of the
     notice of cancellation, the amount then credited to his/her account, or
(b)  He/She may terminate  all future  contributions  but keep his/her  existing
     contributions  in  his/her  account  and  receive  shares at the end of the
     Purchase Period according to Plan procedures, or
(c)  He/She may reduce the amount of  contributions  withheld from each paycheck
     for the  remainder of the Purchase  Period after  delivery of the notice of
     cancellation.

13.      LEAVE OF ABSENCE OR LAYOFF
An Eligible  Employee  purchasing stock under the Plan who is granted a leave of
absence  (including a military leave) during the Purchase Period,  which absence
is for a period of 90 days or less (or if for a period in excess of 90 days, the
Eligible  Employee's right of reemployment is guaranteed either by statute or by
contract),  may during  such  period of  absence  make  payments  in cash to the
Company in amounts equal to the amounts such  payments  would have been pursuant
to corresponding payroll deductions.

                                       15
14.      EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE
If in any  payroll  period an  Eligible  Employee  who has filed an  election to
purchase shares under the Plan has no pay or his/her pay is insufficient  (after
other authorized deductions) to permit deduction of his/her installment payment,
such  payment  may be made in cash at the  time.  If not so made,  the  Eligible
Employee,  when  his/her pay is again  sufficient  to permit the  resumption  of
installment  payments,  must pay in cash the amount of the deficiency in his/her
account  or  arrange  for  uniformly  increased  installment  payments  so that,
assuming the maximum purchase price per share, payment for the maximum number of
shares  covered by his/her  Option  will be  completed  in the last month of the
Purchase Period. If the Eligible  Employee elects to make increased  installment
payments,  he/she  may,  nevertheless,  at  any  time,  make  up  the  remaining
deficiency by a lump sum payment.
Subject to the above and other  provisions of the Plan permitting  postponement,
the  Company  may,  in its sole  discretion,  treat the  failure by an  Eligible
Employee to make any payment as a cancellation  of his/her  election to purchase
shares.  Such  cancellation  will be  effected  by mailing  notice to him/her at
his/her last known  business or home address.  Upon such  mailing,  his/her only
right will be to receive  in cash,  without  interest,  the amount  credited  to
his/her account.

15.      DEATH
If an Eligible Employee dies and has an election to purchase shares in effect at
the time of his/her death,  the legal  representative  of the deceased  Eligible
Employee may,  within three months from the date of death (but in no event later
than the end of the Purchase Period), by delivering written notice to the office
or person designated to receive elections, elect to:
(a)  Complete the remaining installment payments in cash,
(b)  Make a lump sum  payment  in the  amount of the  remaining  portion  of the
     purchase price, or
(c)  Cancel the election to purchase shares in accordance with the provisions of
     Section 12. If no such notice is given  within such  period,  the  election
     will be deemed  cancelled  as of the date of death,  and the only  right of
     such legal representative will be to receive in cash, without interest, the
     amount credited to the deceased Eligible Employee's account.

16.      TERMINATION OF EMPLOYMENT OTHER THAN FOR DEATH
If an Eligible  Employee's  employment is  terminated  for any reason other than
death  prior to the end of the  Purchase  Period,  his/her  election to purchase
shall thereupon be deemed  cancelled as of the date on which his/her  employment
ended.  In such an event,  no  further  payments  under  such  election  will be
permitted,  and the Eligible  Employee's  only right will be to receive in cash,
without interest, the amount credited to his/her account.

17.      APPLICATION OF FUNDS, INTEREST
All funds received by the Company in payment for shares purchased under the Plan
and held by the Company at any time may be used for any valid corporate purpose.
All cash  payments  to be made to  Eligible  Employees  hereunder  shall be made
exclusive of interest.

                                       16
18.      GOVERNMENTAL APPROVALS OR CONSENTS
The Plan shall not be effective unless it is approved by the stockholders of the
Company  within 12 months  after the Plan is adopted by the Board of  Directors.
The Plan and any offerings and sales to Eligible  Employees under it are subject
to any  governmental  approvals or consents that may be or become  applicable in
connection  therewith.  The Board of Directors may make such changes in the Plan
and include  such terms in any  offering  under the Plan as may be  necessary or
desirable,  in the  opinion of  counsel,  so that the Plan will  comply with the
rules  and  regulations  of any  governmental  authority  and so  that  Eligible
Employees  participating in the Plan will be eligible for tax benefits under the
Code or the laws of any state.