As filed with the United States Securities and Exchange Commission on November
24, 1998.
                                                 Registration No. 333-________




                          SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                  __________________



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

                                  __________________
                        
                        CENTURY TELEPHONE ENTERPRISES, INC
                (Exact name of registrant as specified in its charter)

                                  __________________

 LOUISIANA                                             72-0651161
(State or other                                       (I.R.S. Employer
or organization)                                       Identification No.)

100 CENTURY PARK DRIVE
  MONROE, LOUISIANA                                               71203
(Address of Principal Executive Offices)                        (Zip Code)
                                    _________________

                           CENTURY TELEPHONE ENTERPRISES, INC.
                                    DOLLARS & SENSE PLAN
                                 (Full title of the Plan)


                                    __________________

                                   HARVEY P. PERRY, ESQ.
                          SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                       AND SECRETARY
                            CENTURY TELEPHONE ENTERPRISES, INC.
                                  100 CENTURY PARK DRIVE
                                  MONROE, LOUISIANA 71203
                          (Name and address of agent for service)
                                      (318) 388-9500
                          (Telephone number, including area code,
                                   of agent for service)

                                          COPY TO
                                    MARGARET F. MURPHY
                            JONES, WALKER, WAECHTER, POITEVENT,
                                 CARRERE & DENEGRE, L.L.P.
                            201 ST. CHARLES AVENUE, 51ST FLOOR
                               NEW ORLEANS, LOUISIANA 70170

                              CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                          AMOUNT              PROPOSED MAXIMUM            PROPOSED MAXIMUM            AMOUNT OF
        TITLE OF SECURITIES                TO BE               OFFERING PRICE            AGGREGATE OFFERING         REGISTRATION
         TO BE REGISTERED            REGISTERED{(1)(2)}          PER UNIT{(3)}                PRICE{(3)}                 FEE
              <S>                           <C>                       <C>            

Common Stock                         1,400,000 shares          $56.625{(4)}              $79,275,000            $22,038.45
Participation Interests in the                                                                                         0
Plan
Preference Share Purchase            1,400,000 rights                 {(5)}                     {(5)}              --{(5)}
Rights{(5)}
</TABLE>

(1)Century  Telephone  Enterprises,  Inc.  has previously registered securities
   issuable through the Dollars & Sense Plan on Form S-8 Registration Statement
   Nos. 33-5836 and 33-48554.
(2)Upon the occurrence of any future stock split,  stock  dividend  or  similar
   transaction   involving   Common   Stock   of   the  Registrant  during  the
   effectiveness  of  this  Registration Statement, the  number  of  securities
   registered  shall  be  automatically   increased  to  cover  the  additional
   securities in accordance with Rule 416(a) under the Securities Act of 1933.
(3)Estimated  solely  for  the  purpose  of calculating  the  registration  fee
   pursuant to Rules 457(c) and (h).
(4)The average of the high and low price per  share  of Common Stock on the New
   York Stock Exchange on November 17, 1998, in accordance with Rule 457(c).
(5)Rights are attached to and trade with the Common Stock  of  the  Registrant.
   Value attributable to such Rights, if any, is reflected in the market  price
   of  the  Common  Stock.   Because no separate consideration is paid for such
   Rights, the registration fee  for such securities is included in the fee for
   the Common Stock.

<PAGE>
                                        PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents, which  have  been  filed by Century or the Plan
with   the   Securities   and  Exchange  Commission  (the  "Commission"),   are
incorporated herein by reference:

       (a)   Century's Annual  Report  on  Form  10-K for the fiscal year ended
             December 31, 1997.

       (b)   Century's Quarterly Reports on Form 10-Q  for  the  quarters ended
             March 31, June 30 and September 30, 1998.

       (c)   Century's  Current  Report  on Form 8-K dated March 31,  1998  and
             September 3, 1998.

       (d)   Century's Registration Statement  filed  under  the  Exchange  Act
             (File  No.  1-7784),  as  amended and restated on Form 8-A/A filed
             December 2, 1996, which includes  a  description  of the Company's
             Common Stock and Preference Share Purchase Rights.

       (e)   The  Plan's Annual Report on Form 11-K for the fiscal  year  ended
             December 31, 1997.

       All documents  filed by Century with the Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and 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 made a part  hereof from the date of filing of
such  documents.   Information  incorporated  herein   by   reference   is  not
necessarily  complete  and is qualified in its entirety by the information  and
financial statements appearing  in  all of the documents incorporated herein by
reference and should be read together  therewith.  Any statement contained in a
document incorporated or deemed to be incorporated by reference shall be deemed
to be modified or superseded to the extent that any other document subsequently
filed  or  incorporated  by  reference  herein   modifies  or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed, except
as  so  modified  or  superseded,  to constitute a part  of  this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 83 of the Louisiana Business  Corporation  Law  provides in part
that a corporation may indemnify any director, officer, employee  or  agent  of
the  corporation against expenses (including attorneys' fees), judgments, fines
and amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection with any action, suit or proceeding to which he is or was a party or
is threatened to be made a party (including any action  by  or  in the right of
the  corporation)  if  such  action  arises  out of his acts on behalf  of  the
corporation and he acted in good faith not opposed to the best interests of the
corporation, and, with respect to any criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

       The indemnification provisions of the Louisiana Business Corporation Law
are not exclusive; however, no corporation may indemnify any person for willful
or  intentional misconduct.  A corporation has the power to obtain and maintain
insurance, or to create a form of self-insurance on behalf of any person who is
or was  acting  for  the corporation, regardless of whether the corporation has
the legal authority to indemnify the insured person against such liability.

       Article II, Section  10  of  Century's by-laws (the "Indemnification By-
law") provides for mandatory indemnification  for  directors  and  officers  or
former  directors  and  officers  of Century to the fullest extent permitted by
Louisiana law.

       Century's Articles of Incorporation authorize it to enter into contracts
with directors and officers providing for indemnification to the fullest extent
permitted by law.  Century has entered into indemnification contracts providing
contracting directors or officers the  procedural  and  substantive  rights  to
indemnification   currently   set   forth   in   the   Indemnification   By-law
("Indemnification  Contracts").   The  right  to indemnification provided by an
Indemnification Contract applies to all covered  claims,  whether  such  claims
arose before or after the effective date of the contract.

       Century  maintains  an  insurance  policy  covering the liability of its
directors  and  officers  for  actions taken in their official  capacity.   The
Indemnification Contracts provide  that,  to the extent insurance is reasonably
available,  Century  will  maintain  comparable  insurance  coverage  for  each
contracting party as long as he or she  serves  as  an  officer or director and
thereafter for so long as he or she is subject to possible  personal  liability
for  actions  taken  in  such  capacities.   The Indemnification Contracts also
provide that if Century does not maintain comparable  insurance,  it  will hold
harmless  and  indemnify a contracting party to the full extent of the coverage
that would otherwise have been provided for his or her benefit.

       Insofar as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted  to directors, officers and controlling persons of
Century pursuant to the foregoing  provisions,  or  otherwise, Century has been
advised  that  in  the opinion of the Securities and Exchange  Commission  such
indemnification is against  public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.EXHIBITS.

       5.1   Internal Revenue Service determination letter issued prior to Plan
             amendments.

       5.2   In lieu of filing  an  opinion  of counsel as to compliance of the
             Plan, as amended and restated, with  ERISA  or an Internal Revenue
             Service  determination  letter  that  the  Plan,  as  amended  and
             restated,  is qualified under Section 401 of the Internal  Revenue
             Code,  the  undertaking  permitted  by  Item  8.(b) of Form S-8 is
             included in Item 9.(d) of this Registration Statement.

       23    Consent of KPMG Peat Marwick LLP.

       24    Power  of  Attorney  (included  on  the  signature  page  of  this
             Registration Statement).

ITEM 9.UNDERTAKINGS.

       1.    The undersigned registrant hereby undertakes:

             (a)    To  file,  during any period in which offers or  sales  are
being made, a post-effective amendment to this Registration Statement:

                    (i)    To  include   any  prospectus  required  by  Section
10(a)(3) of the Securities Act of 1933;

                    (ii)   To reflect in the  prospectus  any  facts  or events
arising  after  the  effective date of the Registration Statement (or the  most
recent  post-effective   amendment  thereof)  which,  individually  or  in  the
aggregate, represent a fundamental  change  in the information set forth in the
Registration Statement;

                    (iii)  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;

provided, however, that paragraphs 1(a)(i) and 1(a)(ii)  do  not  apply  if the
information  required  to  be  included  in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities  Exchange  Act  of  1934 that are
incorporated by reference herein.

             (b)    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 herein,
and the offering of such securities at that time  shall  be  deemed  to  be the
initial bona fide offering thereof.

             (c)    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.

       (2)   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  (and,  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  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.

       (3)   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
proceedings)  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  of
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and  will  be governed by the final adjudication of such
issue.

       (4)   The registrant will submit  the  Plan, as amended and restated, to
the Internal Revenue Service for a determination of qualification under Section
401 of the Internal Revenue Code in a timely manner  and  will make all changes
required by the IRS in order to qualify the Plan, as amended and restated.

<PAGE>
                                      SIGNATURES


       THE REGISTRANT.  Pursuant to the requirements of the  Securities  Act of
1933,  the  Registrant certifies that it 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 Monroe, State of Louisiana,  on
November 19, 1998.

                                   CENTURY  TELEPHONE  ENTERPRISES, INC.


                                   By: /S/ CLARKE M. WILLIAMS
                                      ------------------------
                                           Clarke M. Williams
                                         Chairman of the Board


                                   POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately  below constitutes and appoints Clarke M. Williams, Glen  F.  Post,
III and Harvey  P.  Perry, or any one of them, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto,  and  other  documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and  perform  each and every act and thing
requisite and necessary to be done, as fully to all  intents and purposes as he
might  or  could do in person, hereby ratifying and confirming  all  that  said
attorney-in-fact  and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

       Pursuant to  the requirements of the Securities Act of 1933, as amended,
this Registration Statement  has  been  signed  by the following persons in the
capacities and on the dates indicated.


     SIGNATURE                      TITLE                           DATE
    ------------                --------------                   ------------

/S/ CLARKE M. WILLIAMS       Chairman of the Board            November 19, 1998
    ------------------            of Directors
    Clarke M. Williams

/S/ GLEN F. POST, III       Vice Chairman of the Board        November 19, 1998
    -----------------       of Directors, President and
    Glen F. Post, III         Chief Executive Officer
                             

/S/ R. STEWART EWING, JR.   Senior Vice President and Chief   November 19, 1998
    ---------------------        Financial Officer
    R. Stewart Ewing, Jr.   (Principal Financial Officer)


/S/ HARVEY P. PERRY         Senior Vice President, General    November 19, 1998
    ---------------         Counsel, Secretary and Director
    Harvey P. Perry 

/S/ W. BRUCE HANKS          Executive Vice President,         November 19, 1998
    --------------           Chief Operating Officer
    W. Bruce Hanks                and Director
                                  

/S/ MURRAY H. GREER         Controller (Principal             November 19, 1998
    ---------------           Accounting officer)
    Murray H. Greer

/S/ WILLIAM R. BOLES, JR.         Director                    November 19, 1998
    ---------------------
    William R. Boles, Jr.

/S/ VIRGINIA BOULET               Director                    November 19, 1998
    ---------------
    Virginia Boulet

/S/ ERNEST BUTLER, JR.            Director                    November 19, 1998
    ------------------
    Ernest Butler, Jr.

/S/ CALVIN CZESCHIN               Director                    November 19, 1998
    ---------------
    Calvin Czeschin

/S/ JAMES B. GARDNER              Director                    November 19, 1998
    ----------------
    James B. Gardner

/S/ R. L. HARGROVE, JR.           Director                    November 19, 1998
    -------------------
    R. L. Hargrove, Jr.

/S/ JOHNNY HEBERT                 Director                    November 19, 1998
    -------------
    Johnny Hebert

/S/ F. EARL HOGAN                 Director                    November 19, 1998
    -------------
    F. Earl Hogan

/S/ C. G. MELVILLE, JR.           Director                    November 19, 1998
    -------------------
    C. G. Melville, Jr.

/S/ JIM D. REPPOND                Director                    November 19, 1998
    --------------
    Jim D. Reppond

<PAGE>
       THE PLAN.  Pursuant to the requirements of  the  Securities Act of 1933,
the  Retirement  Committee,  as  Plan  Administrator,  has  duly   caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the City of Monroe, State of Louisiana, on November  19,
1998.


                                  CENTURY TELEPHONE ENTERPRISES, INC.
                                  DOLLARS & SENSE PLAN



                                  By: /S/ R. STEWART EWING, JR.
                                    -----------------------------
                                          R. Stewar Ewing, Jr.
                                             Member of the
                                          Retirement Committee
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20702}]
{"company-data": {"conformed-name": "CENTURY TELEPHONE ENTERPRISES INC", "cik": "0000018926", "assigned-sic": "4813", "irs-number": "720651161", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67815", "film-number": "98758296"}, "business-address": {"street1": "P O BOX 4065", "street2": "100 CENTURY PARK DR", "city": "MONROE", "state": "LA", "zip": "71211-4065", "phone": "3188889000"}, "mail-address": {"street1": "100 CENTURY PARK DR", "street2": "P O BOX 4065", "city": "MONROE", "state": "LA", "zip": "71211-4065"}, "former-company": {"former-conformed-name": "CENTRAL TELEPHONE & ELECTRONICS CORP", "date-changed": "19720512"}}
As filed with the United States Securities and Exchange Commission on November
24, 1998.
                                                 Registration No. 333-________

                          SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                  __________________

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

                                  __________________
                        
                        CENTURY TELEPHONE ENTERPRISES, INC
                (Exact name of registrant as specified in its charter)

                                  __________________

 LOUISIANA                                             72-0651161
(State or other                                       (I.R.S. Employer
or organization)                                       Identification No.)

100 CENTURY PARK DRIVE
  MONROE, LOUISIANA                                               71203
(Address of Principal Executive Offices)                        (Zip Code)
                                    _________________

                           CENTURY TELEPHONE ENTERPRISES, INC.
                                    DOLLARS & SENSE PLAN
                                 (Full title of the Plan)

                                    __________________

                                   HARVEY P. PERRY, ESQ.
                          SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                       AND SECRETARY
                            CENTURY TELEPHONE ENTERPRISES, INC.
                                  100 CENTURY PARK DRIVE
                                  MONROE, LOUISIANA 71203
                          (Name and address of agent for service)
                                      (318) 388-9500
                          (Telephone number, including area code,
                                   of agent for service)

                                          COPY TO
                                    MARGARET F. MURPHY
                            JONES, WALKER, WAECHTER, POITEVENT,
                                 CARRERE & DENEGRE, L.L.P.
                            201 ST. CHARLES AVENUE, 51ST FLOOR
                               NEW ORLEANS, LOUISIANA 70170

                              CALCULATION OF REGISTRATION FEE
AMOUNT              PROPOSED MAXIMUM            PROPOSED MAXIMUM            AMOUNT OF
        TITLE OF SECURITIES                TO BE               OFFERING PRICE            AGGREGATE OFFERING         REGISTRATION
         TO BE REGISTERED            REGISTERED{(1)(2)}          PER UNIT{(3)}                PRICE{(3)}                 FEE
Common Stock                         1,400,000 shares          $56.625{(4)}              $79,275,000            $22,038.45
Participation Interests in the                                                                                         0
Plan
Preference Share Purchase            1,400,000 rights                 {(5)}                     {(5)}              --{(5)}
Rights{(5)}
(1)Century  Telephone  Enterprises,  Inc.  has previously registered securities
   issuable through the Dollars & Sense Plan on Form S-8 Registration Statement
   Nos. 33-5836 and 33-48554.
(2)Upon the occurrence of any future stock split,  stock  dividend  or  similar
   transaction   involving   Common   Stock   of   the  Registrant  during  the
   effectiveness  of  this  Registration Statement, the  number  of  securities
   registered  shall  be  automatically   increased  to  cover  the  additional
   securities in accordance with Rule 416(a) under the Securities Act of 1933.
(3)Estimated  solely  for  the  purpose  of calculating  the  registration  fee
   pursuant to Rules 457(c) and (h).
(4)The average of the high and low price per  share  of Common Stock on the New
   York Stock Exchange on November 17, 1998, in accordance with Rule 457(c).
(5)Rights are attached to and trade with the Common Stock  of  the  Registrant.
   Value attributable to such Rights, if any, is reflected in the market  price
   of  the  Common  Stock.   Because no separate consideration is paid for such
   Rights, the registration fee  for such securities is included in the fee for
   the Common Stock.
PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents, which  have  been  filed by Century or the Plan
with   the   Securities   and  Exchange  Commission  (the  "Commission"),   are
incorporated herein by reference:

       (a)   Century's Annual  Report  on  Form  10-K for the fiscal year ended
             December 31, 1997.

       (b)   Century's Quarterly Reports on Form 10-Q  for  the  quarters ended
             March 31, June 30 and September 30, 1998.

       (c)   Century's  Current  Report  on Form 8-K dated March 31,  1998  and
             September 3, 1998.

       (d)   Century's Registration Statement  filed  under  the  Exchange  Act
             (File  No.  1-7784),  as  amended and restated on Form 8-A/A filed
             December 2, 1996, which includes  a  description  of the Company's
             Common Stock and Preference Share Purchase Rights.

       (e)   The  Plan's Annual Report on Form 11-K for the fiscal  year  ended
             December 31, 1997.

       All documents  filed by Century with the Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and 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 made a part  hereof from the date of filing of
such  documents.   Information  incorporated  herein   by   reference   is  not
necessarily  complete  and is qualified in its entirety by the information  and
financial statements appearing  in  all of the documents incorporated herein by
reference and should be read together  therewith.  Any statement contained in a
document incorporated or deemed to be incorporated by reference shall be deemed
to be modified or superseded to the extent that any other document subsequently
filed  or  incorporated  by  reference  herein   modifies  or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed, except
as  so  modified  or  superseded,  to constitute a part  of  this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 83 of the Louisiana Business  Corporation  Law  provides in part
that a corporation may indemnify any director, officer, employee  or  agent  of
the  corporation against expenses (including attorneys' fees), judgments, fines
and amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection with any action, suit or proceeding to which he is or was a party or
is threatened to be made a party (including any action  by  or  in the right of
the  corporation)  if  such  action  arises  out of his acts on behalf  of  the
corporation and he acted in good faith not opposed to the best interests of the
corporation, and, with respect to any criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

       The indemnification provisions of the Louisiana Business Corporation Law
are not exclusive; however, no corporation may indemnify any person for willful
or  intentional misconduct.  A corporation has the power to obtain and maintain
insurance, or to create a form of self-insurance on behalf of any person who is
or was  acting  for  the corporation, regardless of whether the corporation has
the legal authority to indemnify the insured person against such liability.

       Article II, Section  10  of  Century's by-laws (the "Indemnification By-
law") provides for mandatory indemnification  for  directors  and  officers  or
former  directors  and  officers  of Century to the fullest extent permitted by
Louisiana law.

       Century's Articles of Incorporation authorize it to enter into contracts
with directors and officers providing for indemnification to the fullest extent
permitted by law.  Century has entered into indemnification contracts providing
contracting directors or officers the  procedural  and  substantive  rights  to
indemnification   currently   set   forth   in   the   Indemnification   By-law
("Indemnification  Contracts").   The  right  to indemnification provided by an
Indemnification Contract applies to all covered  claims,  whether  such  claims
arose before or after the effective date of the contract.

       Century  maintains  an  insurance  policy  covering the liability of its
directors  and  officers  for  actions taken in their official  capacity.   The
Indemnification Contracts provide  that,  to the extent insurance is reasonably
available,  Century  will  maintain  comparable  insurance  coverage  for  each
contracting party as long as he or she  serves  as  an  officer or director and
thereafter for so long as he or she is subject to possible  personal  liability
for  actions  taken  in  such  capacities.   The Indemnification Contracts also
provide that if Century does not maintain comparable  insurance,  it  will hold
harmless  and  indemnify a contracting party to the full extent of the coverage
that would otherwise have been provided for his or her benefit.

       Insofar as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted  to directors, officers and controlling persons of
Century pursuant to the foregoing  provisions,  or  otherwise, Century has been
advised  that  in  the opinion of the Securities and Exchange  Commission  such
indemnification is against  public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.EXHIBITS.

       5.1   Internal Revenue Service determination letter issued prior to Plan
             amendments.

       5.2   In lieu of filing  an  opinion  of counsel as to compliance of the
             Plan, as amended and restated, with  ERISA  or an Internal Revenue
             Service  determination  letter  that  the  Plan,  as  amended  and
             restated,  is qualified under Section 401 of the Internal  Revenue
             Code,  the  undertaking  permitted  by  Item  8.(b) of Form S-8 is
             included in Item 9.(d) of this Registration Statement.

       23    Consent of KPMG Peat Marwick LLP.

       24    Power  of  Attorney  (included  on  the  signature  page  of  this
             Registration Statement).

ITEM 9.UNDERTAKINGS.

       1.    The undersigned registrant hereby undertakes:

             (a)    To  file,  during any period in which offers or  sales  are
being made, a post-effective amendment to this Registration Statement:

                    (i)    To  include   any  prospectus  required  by  Section
10(a)(3) of the Securities Act of 1933;

                    (ii)   To reflect in the  prospectus  any  facts  or events
arising  after  the  effective date of the Registration Statement (or the  most
recent  post-effective   amendment  thereof)  which,  individually  or  in  the
aggregate, represent a fundamental  change  in the information set forth in the
Registration Statement;

                    (iii)  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;

provided, however, that paragraphs 1(a)(i) and 1(a)(ii)  do  not  apply  if the
information  required  to  be  included  in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities  Exchange  Act  of  1934 that are
incorporated by reference herein.

             (b)    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 herein,
and the offering of such securities at that time  shall  be  deemed  to  be the
initial bona fide offering thereof.

             (c)    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.

       (2)   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  (and,  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  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.

       (3)   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
proceedings)  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  of
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and  will  be governed by the final adjudication of such
issue.

       (4)   The registrant will submit  the  Plan, as amended and restated, to
the Internal Revenue Service for a determination of qualification under Section
401 of the Internal Revenue Code in a timely manner  and  will make all changes
required by the IRS in order to qualify the Plan, as amended and restated.
SIGNATURES

       THE REGISTRANT.  Pursuant to the requirements of the  Securities  Act of
1933,  the  Registrant certifies that it 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 Monroe, State of Louisiana,  on
November 19, 1998.

                                   CENTURY  TELEPHONE  ENTERPRISES, INC.

                                   By: /S/ CLARKE M. WILLIAMS
                                      ------------------------
                                           Clarke M. Williams
                                         Chairman of the Board

                                   POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately  below constitutes and appoints Clarke M. Williams, Glen  F.  Post,
III and Harvey  P.  Perry, or any one of them, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto,  and  other  documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and  perform  each and every act and thing
requisite and necessary to be done, as fully to all  intents and purposes as he
might  or  could do in person, hereby ratifying and confirming  all  that  said
attorney-in-fact  and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

       Pursuant to  the requirements of the Securities Act of 1933, as amended,
this Registration Statement  has  been  signed  by the following persons in the
capacities and on the dates indicated.

     SIGNATURE                      TITLE                           DATE
    ------------                --------------                   ------------

/S/ CLARKE M. WILLIAMS       Chairman of the Board            November 19, 1998
    ------------------            of Directors
    Clarke M. Williams

/S/ GLEN F. POST, III       Vice Chairman of the Board        November 19, 1998
    -----------------       of Directors, President and
    Glen F. Post, III         Chief Executive Officer
                             

/S/ R. STEWART EWING, JR.   Senior Vice President and Chief   November 19, 1998
    ---------------------        Financial Officer
    R. Stewart Ewing, Jr.   (Principal Financial Officer)

/S/ HARVEY P. PERRY         Senior Vice President, General    November 19, 1998
    ---------------         Counsel, Secretary and Director
    Harvey P. Perry 

/S/ W. BRUCE HANKS          Executive Vice President,         November 19, 1998
    --------------           Chief Operating Officer
    W. Bruce Hanks                and Director
                                  

/S/ MURRAY H. GREER         Controller (Principal             November 19, 1998
    ---------------           Accounting officer)
    Murray H. Greer

/S/ WILLIAM R. BOLES, JR.         Director                    November 19, 1998
    ---------------------
    William R. Boles, Jr.

/S/ VIRGINIA BOULET               Director                    November 19, 1998
    ---------------
    Virginia Boulet

/S/ ERNEST BUTLER, JR.            Director                    November 19, 1998
    ------------------
    Ernest Butler, Jr.

/S/ CALVIN CZESCHIN               Director                    November 19, 1998
    ---------------
    Calvin Czeschin

/S/ JAMES B. GARDNER              Director                    November 19, 1998
    ----------------
    James B. Gardner

/S/ R. L. HARGROVE, JR.           Director                    November 19, 1998
    -------------------
    R. L. Hargrove, Jr.

/S/ JOHNNY HEBERT                 Director                    November 19, 1998
    -------------
    Johnny Hebert

/S/ F. EARL HOGAN                 Director                    November 19, 1998
    -------------
    F. Earl Hogan

/S/ C. G. MELVILLE, JR.           Director                    November 19, 1998
    -------------------
    C. G. Melville, Jr.

/S/ JIM D. REPPOND                Director                    November 19, 1998
    --------------
    Jim D. Reppond
THE PLAN.  Pursuant to the requirements of  the  Securities Act of 1933,
the  Retirement  Committee,  as  Plan  Administrator,  has  duly   caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the City of Monroe, State of Louisiana, on November  19,
1998.

                                  CENTURY TELEPHONE ENTERPRISES, INC.
                                  DOLLARS & SENSE PLAN

                                  By: /S/ R. STEWART EWING, JR.
                                    -----------------------------
                                          R. Stewar Ewing, Jr.
                                             Member of the
                                          Retirement Committee