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)
--------------------------------------------------------------------------------

                               1305 Campus Parkway
                                Neptune, NJ 07753
                                 (732) 919-1000
               (Address of principal executive offices) (Zip code)

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

                               Tony L. Wolk, Esq.
                         Centennial Communications Corp.
                               1305 Campus Parkway
                                Neptune, NJ 07753
                                 (732) 919-1000
            (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           offering price       aggregate offering        registration
                                                   per share (1)            price (1)                 fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Class A Common Stock,       600,000 shares            $16.969              $10,181,400              $2,688
par 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 Class A Common Stock as reported on the Nasdaq National Market on June 16, 2000.
</TABLE>
<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 for the year ended May
          31, 1999;

          (2) the  Company's  Quarterly  Reports  on Form  10-Q  for the  fiscal
          quarters  ended August 31, 1999,  November 30, 1999,  and February 29,
          2000;

          (3) the  Company's  Current  Reports on Form 8-K dated July 14,  1999,
          November 1, 1999,  February  29, 2000,  March 21, 2000,  and March 22,
          2000; and

          (4) the description of the Company's Class A 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.

     Section 145 of the DGCL permits a corporation  to indemnify any director or
officer  of  the  corporation  against  expenses  (including  attorney's  fees),

<PAGE>

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. (filed herewith)

     23.1 Consent of Deloitte & Touche LLP (filed herewith)

     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  Employee
          Stock Purchase Plan. (filed herewith)

     Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:


<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.

<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 Neptune, State of New Jersey, on June 20, 2000.

                                              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. Chehayl,  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 Class A 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 Officer  June 22, 2000
-----------------------------
       Michael J. Small       and Director


 /s/   Anthony J. de Nicola   Director                            June 22, 2000
-----------------------------
       Anthony J. de Nicola


                              Director                            June 22, 2000
-----------------------------
       Mark T. Gallogly


 /s/   Laurence H. Guffey     Director                            June 22, 2000
-----------------------------
       Laurence H. Guffey


 /s/   Thomas E. McInerney    Director                            June 22, 2000
-----------------------------
       Thomas E. McInerney
<PAGE>


                              Director                            June 22, 2000
-----------------------------
       Rudolph E. Rupert


 /s/   J. Stephen Vanderwoude Director                            June 22, 2000
-----------------------------
       J. Stephen Vanderwoude


                              Director                            June 22, 2000
-----------------------------
       John M. Scanlon
<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. (filed herewith)

     23.1  Consent of Deloitte & Touche LLP (filed herewith)

     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 Employee
           Stock Purchase Plan.(filed herewith)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16698}]
{"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": "333-39882", "film-number": "659194"}, "business-address": {"street1": "1305 CAMPUS PARKWAY", "city": "NEPTUNE", "state": "NJ", "zip": "07753", "phone": "7329191000"}, "mail-address": {"street1": "1305 CAMPUS PARKWAY", "street2": "50 LOCUST AVE", "city": "NEPTUNE", "state": "NJ", "zip": "07753"}, "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)
--------------------------------------------------------------------------------

                               1305 Campus Parkway
                                Neptune, NJ 07753
                                 (732) 919-1000
               (Address of principal executive offices) (Zip code)

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

                               Tony L. Wolk, Esq.
                         Centennial Communications Corp.
                               1305 Campus Parkway
                                Neptune, NJ 07753
                                 (732) 919-1000
            (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           offering price       aggregate offering        registration
                                                   per share (1)            price (1)                 fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Class A Common Stock,       600,000 shares            $16.969              $10,181,400              $2,688
par 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 Class A Common Stock as reported on the Nasdaq National Market on June 16, 2000.
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 for the year ended May
          31, 1999;

          (2) the  Company's  Quarterly  Reports  on Form  10-Q  for the  fiscal
          quarters  ended August 31, 1999,  November 30, 1999,  and February 29,
          2000;

          (3) the  Company's  Current  Reports on Form 8-K dated July 14,  1999,
          November 1, 1999,  February  29, 2000,  March 21, 2000,  and March 22,
          2000; and

          (4) the description of the Company's Class A 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.

     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. (filed herewith)

     23.1 Consent of Deloitte & Touche LLP (filed herewith)

     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  Employee
          Stock Purchase Plan. (filed herewith)

     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.
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 Neptune, State of New Jersey, on June 20, 2000.

                                              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. Chehayl,  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 Class A 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 Officer  June 22, 2000
-----------------------------
       Michael J. Small       and Director

 /s/   Anthony J. de Nicola   Director                            June 22, 2000
-----------------------------
       Anthony J. de Nicola

                              Director                            June 22, 2000
-----------------------------
       Mark T. Gallogly

 /s/   Laurence H. Guffey     Director                            June 22, 2000
-----------------------------
       Laurence H. Guffey

 /s/   Thomas E. McInerney    Director                            June 22, 2000
-----------------------------
       Thomas E. McInerney
Director                            June 22, 2000
-----------------------------
       Rudolph E. Rupert

 /s/   J. Stephen Vanderwoude Director                            June 22, 2000
-----------------------------
       J. Stephen Vanderwoude

                              Director                            June 22, 2000
-----------------------------
       John M. Scanlon
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. (filed herewith)

     23.1  Consent of Deloitte & Touche LLP (filed herewith)

     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 Employee
           Stock Purchase Plan.(filed herewith)