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 1999 Stock Option and
                   Restricted Stock Purchase Plan, as amended
                            (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 & Heckscher LLP
                              380 Lexington Avenue
                            New York, New York 10168
                                 (212) 692-1000
                        _________________________________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
<S>                         <C>                  <C>                    <C>                     <C>
Title of securities to      Amount to be         Proposed maximum       Proposed maximum           Amount of
     be registered          registered(1)       offering price per     aggregate offering      registration fee
                                                     share (2)              price (2)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock, par          3,000,000 shares          $9.58               $28,725,000               $7,181
value $0.01 per share
====================================================================================================================
</TABLE>

(1)  Represents additional shares reserved for issuance under the Plan.

(2)  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 November 21, 2001.


================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF PREVIOUS REGISTRATION STATEMENT

     Pursuant to General  Instruction E to Form S-8,  Centennial  Communications
Corp.  (previously known as Centennial  Cellular Corp.), a Delaware  corporation
(the "Company"),  is filing this registration statement to include an additional
3,000,000 shares under the Centennial  Communications Corp. and its Subsidiaries
1999 Stock Option and  Restricted  Stock  Purchase  Plan, as amended.  9,000,000
shares (after giving effect to a 3-for-1 stock split) were previously registered
by the  Company's  Registration  Statement  on Form  S-8,  File  No.  333-92293.
Pursuant to General  Instruction E, the contents of  Registration  Statement No.
333-92293,  including  the  reoffer  prospectus  included  therein,  are  hereby
incorporated by reference.

     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 for the year ended May
     31, 2001;

          (2) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
     ended August 31, 2001; and

          (3) 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

                                       2
<PAGE>

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.

     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 June 9, 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).

                                        3
<PAGE>


     99   The Centennial  Communications  Corp. and its Subsidiaries  1999 Stock
          Option and Restricted  Stock  Purchase Plan, as amended.  Incorporated
          herein by  reference  to Exhibit A to the  Company's  Proxy  Statement
          filed on September 27, 1999.

     Item 9. Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (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>



     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 November 27, 2001.

                                             CENTENNIAL COMMUNICATIONS CORP.

                                             By: /s/ Michael J. Small
                                                 ----------------------------
                                                 Michael J. Small, President and
                                                     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,  Peter W. Chenayl,  and Tony
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         President, Chief Executive        November 27, 2001
---------------------------  Officer and Director
   Michael J. Small          (Principal Executive Officer)



/s/ Peter W. Chehayl         Senior Vice President, Treasurer  November 27, 2001
---------------------------  and Chief Financial Officer
   Peter W. Chehayl          (Principal Financial Officer)


/s/ Thomas E. Bucks          Senior Vice President -           November 27, 2001
---------------------------  Controller
   Thomas E. Bucks           (Principal Accounting Officer)


/s/ Thomas E. McInerney      Director                          November 27, 2001
---------------------------
   Thomas E. McInerney

                                       5
<PAGE>



/s/ Carmen Ana Culpeper      Director                          November 27, 2001
---------------------------
   Carmen Ana Culpeper


/s/ Anthony J. de Nicola     Director                          November 27, 2001
---------------------------
   Anthony J. de Nicola


/s/ Mark T. Gallogly         Director                          November 27, 2001
---------------------------
   Mark T. Gallogly


/s/ James R. Matthews        Director                          November 27, 2001
---------------------------
   James R. Matthews


/s/ John M. Scanlon          Director                          November 27, 2001
---------------------------
   John M. Scanlon


/s/ David M. Tolley          Director                          November 27, 2001
---------------------------
   David M. Tolley


/s/ J. Stephen Vanderwoude   Director                          November 27, 2001
---------------------------
   J. Stephen Vanderwoude


                                       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 June 9, 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  1999
            Stock Option and Restricted  Stock  Purchase Plan, as amended.
            Incorporated herein by  reference  to Exhibit A to the  Company's
            Proxy Statement filed on September 27, 1999.


                                       7
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 18519}]
{"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": "333-74046", "film-number": "1800488"}, "business-address": {"street1": "3349 ROUTE 138, BLDG A", "city": "WALL", "state": "NJ", "zip": "07719", "phone": "7325562200"}, "mail-address": {"street1": "3349 ROUTE 138, BLDG A", "street2": "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 1999 Stock Option and
                   Restricted Stock Purchase Plan, as amended
                            (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 & Heckscher 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(1)       offering price per     aggregate offering      registration fee
                                                     share (2)              price (2)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock, par          3,000,000 shares          $9.58               $28,725,000               $7,181
value $0.01 per share
====================================================================================================================
(1)  Represents additional shares reserved for issuance under the Plan.

(2)  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 November 21, 2001.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF PREVIOUS REGISTRATION STATEMENT

     Pursuant to General  Instruction E to Form S-8,  Centennial  Communications
Corp.  (previously known as Centennial  Cellular Corp.), a Delaware  corporation
(the "Company"),  is filing this registration statement to include an additional
3,000,000 shares under the Centennial  Communications Corp. and its Subsidiaries
1999 Stock Option and  Restricted  Stock  Purchase  Plan, as amended.  9,000,000
shares (after giving effect to a 3-for-1 stock split) were previously registered
by the  Company's  Registration  Statement  on Form  S-8,  File  No.  333-92293.
Pursuant to General  Instruction E, the contents of  Registration  Statement No.
333-92293,  including  the  reoffer  prospectus  included  therein,  are  hereby
incorporated by reference.

     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 for the year ended May
     31, 2001;

          (2) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
     ended August 31, 2001; and

          (3) 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

                                       2
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.

     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 June 9, 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).

                                        3
99   The Centennial  Communications  Corp. and its Subsidiaries  1999 Stock
          Option and Restricted  Stock  Purchase Plan, as amended.  Incorporated
          herein by  reference  to Exhibit A to the  Company's  Proxy  Statement
          filed on September 27, 1999.

     Item 9. Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (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
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 November 27, 2001.

                                             CENTENNIAL COMMUNICATIONS CORP.

                                             By: /s/ Michael J. Small
                                                 ----------------------------
                                                 Michael J. Small, President and
                                                     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,  Peter W. Chenayl,  and Tony
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         President, Chief Executive        November 27, 2001
---------------------------  Officer and Director
   Michael J. Small          (Principal Executive Officer)

/s/ Peter W. Chehayl         Senior Vice President, Treasurer  November 27, 2001
---------------------------  and Chief Financial Officer
   Peter W. Chehayl          (Principal Financial Officer)

/s/ Thomas E. Bucks          Senior Vice President -           November 27, 2001
---------------------------  Controller
   Thomas E. Bucks           (Principal Accounting Officer)

/s/ Thomas E. McInerney      Director                          November 27, 2001
---------------------------
   Thomas E. McInerney

                                       5
/s/ Carmen Ana Culpeper      Director                          November 27, 2001
---------------------------
   Carmen Ana Culpeper

/s/ Anthony J. de Nicola     Director                          November 27, 2001
---------------------------
   Anthony J. de Nicola

/s/ Mark T. Gallogly         Director                          November 27, 2001
---------------------------
   Mark T. Gallogly

/s/ James R. Matthews        Director                          November 27, 2001
---------------------------
   James R. Matthews

/s/ John M. Scanlon          Director                          November 27, 2001
---------------------------
   John M. Scanlon

/s/ David M. Tolley          Director                          November 27, 2001
---------------------------
   David M. Tolley

/s/ J. Stephen Vanderwoude   Director                          November 27, 2001
---------------------------
   J. Stephen Vanderwoude

                                       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 June 9, 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  1999
            Stock Option and Restricted  Stock  Purchase Plan, as amended.
            Incorporated herein by  reference  to Exhibit A to the  Company's
            Proxy Statement filed on September 27, 1999.

                                       7