As  filed  with  the United States Securities and Exchange Commission on
December 12, 1997.
                                          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
jurisdiction of incorporation                      Identification No.)
     or organization)
                         100 Century Park Drive
                        Monroe, Louisiana 71203
                             (318) 388-9500
           (Address, including zip code, and telephone number
     including area code, of registrant's principal executive offices)
                          __________________

                      RESTRICTED STOCK AGREEMENTS
                                between
                  CENTURY TELEPHONE ENTERPRISES, INC.
                       and Certain Employees of
                      ARAGON HOLDING GROUP, INC.,
          a subsidiary of Century Telephone Enterprises, Inc.
                       (Full title of the Plan)
                          __________________

     Harvey P. Perry, Esq.                            COPY TO
     Senior Vice President,                      Margaret F. Murphy
  General Counsel and Secretary               Jones, Walker, Waechter,
Century Telephone Enterprises, Inc.     Poitevent, Carrere &  Denegre, L.L.P.
    100 Century Park Drive                           51st Floor
    Monroe, Louisiana 71203                    201 St. Charles Avenue
        (318) 388-9500                      New Orleans, Louisiana 70170
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)

<TABLE>
<CAPTION>

                      CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
                                    Amount         Proposed Maximum     Proposed Maximum     Amount of
  Title of Each Class of             to be          Offering Price     Aggregate Offering   Registration
Securities to be Registered       Registered(1)       Per Unit(2)           Price(2)           Fee
--------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                  <C>                <C>
Common Stock                      15,195 shares       $45.78125(3)         $695,646.09        $205.22
--------------------------------------------------------------------------------------------------------
Preference Share Purchase         
   Rights(4)                      15,195 rights           (4)                  (4)              (4)
--------------------------------------------------------------------------------------------------------
(1)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.
(2)Estimated solely for the purpose of calculating the registration fee pursuant
   to Rules 457(c) and (h).
(3)The average of the high and low price  per  share  of Common Stock on the New
   York Stock Exchange on December 9, 1997, in accordance with Rule 457(c).
(4)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.
</TABLE>
=============================================================================

                     CENTURY TELEPHONE ENTERPRISES, INC.

                                  PROSPECTUS

                                 COMMON STOCK

                              ($1.00 Par Value)

      This  Prospectus  relates  to  an  aggregate of 15,195 shares (the
"Shares")  of Common Stock, $1.00 par value  (the  "Common  Stock"),  of
Century Telephone Enterprises, Inc. ("Century") that may be offered from
time to time  by  certain  former employees of the Aragon Holding Group,
Inc., a subsidiary of Century  (the "Selling Shareholders").  The Shares
may be sold by the Selling Shareholders  (and their donees and pledgees)
from time to time in ordinary brokers transactions  on  the  NYSE at the
price  prevailing at the time of such sales, and the commission  payable
will be  the  regular  commission  a  broker receives for effecting such
sales.   The  Shares  may  also  be  offered   in   negotiated   private
transactions  at  prevailing or negotiated prices.  The net proceeds  to
the Selling Shareholders will be the proceeds received by them upon such
sales less brokerage  commissions.   Century will not receive any of the
proceeds  of  the  sale  of  the  Shares  offered  hereby.   Information
regarding the Selling Shareholders is set forth herein under the heading
"Selling  Shareholders."   All  expenses  of  registration  incurred  in
connection  with  this  offering  are being borne by  Century,  but  all
selling and other expenses incurred  by  individual Selling Shareholders
will be borne by such Selling Shareholder.

      No person has been authorized by Century  to  give any information
or to make any representation in connection with the offer made pursuant
to this Prospectus, other than as contained in this Prospectus  and,  if
given  or  made,  such  information or representation must not be relied
upon.   Neither the delivery  of  this  Prospectus  nor  any  sale  made
pursuant  hereto  shall  under  any circumstances create any implication
that there has been no change in  the  affairs of Century since the date
hereof.

      The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "CTL."  On December 11,  1997,  the  last reported sale
price of the Common Stock on the NYSE was $47 3/16 per share.

      Under  Century's  Articles  of Incorporation, the holder  of  each
outstanding share of Common Stock is  entitled to one vote unless it has
been beneficially owned by the same person  or entity continuously since
May  30, 1987, in which case the holder is entitled  to  ten  votes  per
share  until transfer.  A Preference Share Purchase Right is attached to
and trades with each share of Common Stock.
                                  __________

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
         BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
           COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
              THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                    CONTRARY IS A CRIMINAL OFFENSE.
                                  __________


              The date of this Prospectus is December 12, 1997.


                            AVAILABLE INFORMATION

      Century  is  subject  to  the  informational  requirements  of the
Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance
therewith,  files reports and other information with the Securities  and
Exchange Commission  (the "Commission").  Reports, proxy and information
statements and other information  filed  by  Century with the Commission
pursuant to the informational requirements of  the  Exchange  Act may be
inspected  and  copied at the public reference facilities maintained  by
the Commission at  Room  1024,  Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission at
the  following  locations:  New York  Regional  Office,  7  World  Trade
Center, Suite 1300,  New  York,  New  York   10048  and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago,  Illinois   60661-
2511.  Copies of such material may be obtained from the Public Reference
Section  of  the  Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed  rates.   The  Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding issuers subsequent to the date  when such issuers began filing
documents  electronically  with  the  Commission   (http://www.sec.gov).
Century's Common Stock is listed on the New York Stock  Exchange and its
reports, proxy and information statements and other information may also
be  inspected  at the offices of the New York Stock Exchange,  Inc.,  20
Broad Street, New  York,  New  York  10005.   This  Prospectus  does not
contain  all  of the information set forth in the Registration Statement
as to which this  Prospectus relates, certain parts of which are omitted
in accordance with  the  rules  and  regulations of the Commission.  The
Registration Statement and any amendments  thereto,  including  exhibits
filed as a part hereof, are available for inspection and copying  as set
forth above.

      This  Prospectus incorporates documents by reference that are  not
presented herein  or  delivered  herewith.   These documents (other than
exhibits thereto) are available without charge,  upon  written  or  oral
request  by  any person to whom this Prospectus has been delivered, from
Harvey P. Perry,  Senior  Vice President, General Counsel and Secretary,
Century Telephone Enterprises,  Inc.,  100  Century  Park Drive, Monroe,
Louisiana, 71203, telephone (318) 388-9500.  In order  to  ensure timely
delivery  of  the  documents,  any request should be made at least  five
business days prior to the date on which an investment decision is to be
made with respect to securities offered hereby.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents, which  have  been  filed  pursuant to the
Exchange Act by Century with the Commission, are incorporated  herein by
reference:

      (a)   Century's  Annual  Report  on Form 10-K for the fiscal  year
            ended December 31, 1996.

      (b)   Century's Quarterly Reports  on  Form 10-Q for the quarterly
            periods ended March 31, June 30 and September 30, 1997.

      (c)   Century's Current Reports on Form 8-K dated April 15, May 5,
            June 11, December 1  and December 11, 1997.

      (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
            Century's Common Stock and Preference Share Purchase Rights.

      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 Prospectus  and  prior  to  the  termination of the offering of the
securities  offered  hereby  shall  be  deemed  to  be  incorporated  by
reference in this Prospectus and to be made  a  part  hereof  from their
respective  dates  of  filing.   Information appearing herein or in  any
particular document 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 a statement contained herein or in 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 Prospectus.

                          FORWARD-LOOKING STATEMENTS

      In  addition  to historical information, this Prospectus  and  the
documents incorporated  herein  by  reference  include  certain forward-
looking statements regarding events and financial trends that may affect
the  Company's  future  operating results and financial position.   Such
forward-looking statements are subject to uncertainties that could cause
the Company's actual results  to differ materially from such statements.
Such uncertainties include but  are  not  limited  to:   the  effects of
ongoing  deregulation  in the telecommunications industry; the potential
effects  of  greater  than  anticipated  competition  in  the  Company's
markets; possible changes  in  the demand for the Company's products and
services; the Company's ability  to successfully introduce new offerings
on  a  timely and cost-effective basis;  the  risks  inherent  in  rapid
technological  change;  the  Company's ability to effectively manage its
growth, including integrating  the  newly-acquired operations of Pacific
Telecom, Inc. ("PTI") into the Company's  operations; and the effects of
more  general  factors  such as changes in general  market  or  economic
conditions or in legislation,  regulation  or  public policy.  These and
other uncertainties related to the business are  described  in detail in
Century's Quarterly Report on Form 10-Q for the quarter ended  June  30,
1997,  which is incorporated herein by reference.  You are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as  of  the  date  on  which they were made.  Century undertakes no
obligation  to  update any of its  forward-looking  statements  for  any
reason.

                     ____________________________________


      Whenever used herein with respect to the operations of the Company
or PTI, the term  "pops" means the population of licensed markets (based
on  independent third-party  population  estimates)  multiplied  by  the
Company's  or  PTI's  proportionate  equity  interests  in  the licensed
operators  thereof.   When  used  herein,  (i)  the  term "MSA" means  a
Metropolitan  Statistical  Area  for  which  the  Federal Communications
Commission  (the "FCC") has granted a cellular operating  license,  (ii)
the term "RSA"  means a Rural Service Area for which the FCC has granted
a cellular operating  license,  (iii)  the  term  "PCS"  means  Personal
Communications  Services, a new mobile communications service, (iv)  the
term "LEC" means  a local exchange carrier that provides local telephone
service, (v) the term  "Century"  means  Century  Telephone Enterprises,
Inc. and (vi) the term "Company" means Century and its subsidiaries.



                                 THE COMPANY

      The  Company is a regional diversified telecommunications  company
that is primarily  engaged  in  providing  local  telephone  and  mobile
communications  services in 21 states.  As described further below under
"Recent Acquisition,"  on  December  1,  1997,  Century acquired Pacific
Telecom, Inc. ("PTI"), which substantially expanded  the Company's local
telephone  and mobile communications operations.  As a  result  of  this
acquisition, the Company's telephone subsidiaries currently serve nearly
1.2 million  telephone  access  lines,  primarily in rural, suburban and
small urban communities in 21 states, with  its  largest  customer bases
located  in  Wisconsin, Washington, Alaska, Michigan and Louisiana.   In
addition,  through   its  cellular  operations,  the  Company  currently
controls  over 10 million  pops  in  31  MSAs  and  44  RSAs,  primarily
concentrated   in   Michigan,   Mississippi,  Wisconsin,  Louisiana  and
Arkansas.  The Company also provides  long  distance, operator, Internet
and business information services.

      Century  is incorporated in Louisiana.   Its  principal  executive
offices are located  at 100 Century Park Drive, Monroe, Louisiana 71203,
and its telephone number  is  (318)  388-9500.   The  Company  currently
employs approximately 5,700 persons.

Telephone Operations

      According to published sources, the Company is currently the  10th
largest local exchange telephone company in the United States, based  on
the number of telephone access lines served.  At September 30, 1997, the
Company  and  PTI served approximately 531,000 and 613,000 access lines,
respectively (not  including  approximately 47,000 access lines acquired
by  PTI  in  October 1997).  The Company  currently  operates  over  440
central office  and  remote switching centers in its telephone operating
areas. Substantially all  of  the  Company's  access lines are served by
digital   switching   technology,  which  in  conjunction   with   other
technologies allows the  Company to offer additional premium services to
its customers, including call  forwarding,  conference  calling,  caller
identification, selective call ringing and call waiting.

Mobile Communications Operations

      According to published sources, the Company is currently the  10th
largest  cellular  telephone  company in the United States, based on the
Company's  owned pops.  At September  30,  1997,  the  Company  and  PTI
controlled approximately  8.1  million  and  1.9  million cellular pops,
respectively.   Approximately  45%  of  the  Company's pops  in  markets
operated  by the Company are in a single, contiguous  cluster  of  eight
MSAs and nine  RSAs  in   Michigan; another 18% are in a cluster of five
MSAs and seven RSAs in northern and central Louisiana, southern Arkansas
and eastern Texas.  At September  30,  1997, the majority-owned cellular
systems of the Company and PTI served approximately  430,000  and 87,000
cellular subscribers, respectively.  In addition, as a result of the PTI
acquisition, the Company controls approximately 8.1 million PCS pops, up
from 4.0 million at September 30, 1997.

Other Operations

      The  Company  also provides long distance, operator, Internet  and
interactive services  in  certain local and regional markets, as well as
certain  printing  and  related   business   information  services.   At
September  30,  1997,  the  Company's  long  distance   business  served
approximately 165,000 customers in certain of the Company's markets.

Recent Acquisition

      On  December  1,  1997, Century and its cellular holding  company,
Century Cellunet, Inc. ("Cellunet"), acquired PTI in exchange for $1.503
billion cash in a two-step  transaction.   In  the  first step, Cellunet
purchased substantially all of PTI's cellular operations in exchange for
$240  million,  and in the second step Century purchased  PTI's  capital
stock for $1.263  billion.  To finance the acquisition, Century borrowed
$1.288 billion under  its  $1.6 billion senior unsecured credit facility
with NationsBank of Texas, Inc.  and a syndicate of other lenders.  This
debt matures in five years and carries floating-rate interest based upon
London InterBank Offered Rates for short-term periods.  Century financed
the remainder of the PTI acquisition  price with available cash, most of
which consisted of the proceeds of Century's  sale  of  common  stock of
Brooks Fiber Properties, Inc. in November 1997.

      PTI  was  organized  in  1955  to provide local exchange telephone
services  to suburban and rural communities  primarily  in  the  Pacific
Northwest.   In  subsequent  years,  PTI  diversified  its operations to
provide cellular and other telecommunications services.   As a result of
Century's  acquisition of PTI on December 1, 1997, the Company  acquired
660,000 telephone  access lines located in four midwestern states, seven
western  states  and  Alaska,   and   approximately   100,000   cellular
subscribers  in  markets  operated  by  PTI in two midwestern states and
Alaska. Cellunet  intends to integrate the  cellular  operations that it
purchased from PTI into its existing cellular operations.   Century will
operate  the  remainder  of  PTI as a wholly-owned subsidiary, with  its
headquarters remaining in Vancouver, Washington.  In connection with the
acquisition, Century has reorganized its telephone operations into three
operating regions, including a  new  western telephone operating region,
substantially all of which will be comprised  of  PTI's  LECs  in  seven
western states and Alaska.  As soon as practical, Century plans to offer
long  distance,  Internet  and  certain  other services in most of PTI's
local exchange markets on substantially the  same  terms  on  which  the
Company   recently  began  to  offer  such  services  to  its  telephone
customers.  Other than these new product offerings and the possible sale
of non-strategic assets, Century plans to continue to operate PTI in the
ordinary course of business.

      For  additional   information   regarding  PTI,  see  its  annual,
quarterly  and  current reports filed under  the  Exchange  Act,  recent
copies of which are  included  as exhibits to the Registration Statement
of which this Prospectus forms a  part  and  which  are  incorporated by
reference into this Prospectus.

Recent Events Affecting the Telecommunications Industry

      The  telecommunications  industry  continues  to  undergo  various
fundamental regulatory, competitive and technological changes  that make
it  difficult  to determine the form or degree of future regulation  and
competition affecting  the Company's telephone and mobile communications
operations.  These changes  may  have a significant impact on the future
financial performance of all telecommunications companies.

      In  February  1996  the  United   States   Congress   enacted  the
Telecommunications Act of 1996 (the "1996 Act"), which obligates LECs to
permit  competitors  to  interconnect  their  facilities  to  the  LEC's
network  and  to  take  various other steps that are designed to promote
competition.    Although  the   1996   Act   provides   certain   waiver
opportunities for  rural LECs such as those operated by the Company, the
FCC's  August  1996  order   implementing   most   of   the  1996  Act's
interconnection  provisions placed the burden of proving the  continuing
availability of the rural telephone company exemption on rural LECs.  In
July 1997 the U.S.  Court  of  Appeals for the Eighth Circuit overturned
several  provisions  of the FCC's  August  1996  interconnection  order,
including the rules placing  the burden of proof on rural LECs to retain
their rural exemption.  This decision is being appealed.

      Coincident with the recent  movement  toward increased competition
has been the gradual reduction of regulatory  oversight  of LECs.  These
cumulative changes have led to the continued growth of various companies
providing competitive access and other services that compete  with LECs'
services.  Wireless telephone services are also expected to increasingly
compete with LECs.

      In  recent  years,  the  FCC  has  allocated  additional frequency
spectrum for mobile communications technologies that  are expected to be
competitive with cellular, including PCS and mobile satellite  services.
In 1996 several major PCS companies began providing services competitive
with cellular in selected larger markets, although thus far the  Company
has  experienced competition from PCS companies in only a limited number
of its  markets.  The FCC has also authorized certain specialized mobile
radio service licensees to configure their systems so as to operate in a
manner similar to cellular systems.

              SELLING SHAREHOLDERS AND THE SHARES TO BE OFFERED

      The Shares being offered pursuant to this Prospectus were acquired
by  the  Selling  Shareholders  under  the  terms  of  Restricted  Stock
Agreements  between each Selling Shareholder and Century entered into in
connection with  the  employment  of  the  Selling Shareholder by Aragon
Holding Group, Inc. ("Aragon"), a subsidiary of Century.

      The Company will not receive any proceeds  from  the  sale  of the
Shares by the Selling Shareholders.  The following table sets forth  (i)
the  name  of  each  Selling  Shareholder;  (ii) the amount of Century's
Common Stock owned by the Selling Shareholder  as  of December 10, 1997;
(iii)  the  amount  of  Common  Stock  to  be  offered  by  the  Selling
Shareholder;  and  (iv)  the  amount of Common Stock to be held by  each
Selling Shareholder subsequent  to  the  offering.   From  May  31, 1996
through  November  12,  1997,  each  of  the Selling Shareholders was an
officer of Aragon.

                                                           Common Stock
                                                           to be Owned
                           Common             Common       Subsequent to
                           Stock              Stock       the Offering (for
                          Owned On            to be       further internal
Name                 December 10, 1997(1)    Offered      distribution)(1)
----                ----------------------  ---------    ------------------
Gary E. Miller             10,519            10,519              0
Vicki L. Savala             2,338             2,338              0
David Joest                 2,338             2,338              0
                           ------            ------             --
      TOTALS               15,195            15,195              0
                           ======            ======             ==
_______________

(1)Mr. Miller, Ms. Savala and Mr. Joest have  700, 542 and 554 shares of
   Common  Stock, respectively, credited to their  accounts  in  Century
   employee benefit plans, none of which are included in the figures set
   forth above.
                           ________________________

      The Shares  offered  hereby  may  be sold from time to time by the
Selling  Stockholders or their pledgees, donees,  transferees  or  other
successors  in  interest.   Such sales may be made on the New York Stock
Exchange, or otherwise, at prices  and  on  terms  then prevailing or at
prices  related  to  the  then-current market prices, or  in  negotiated
transactions  at  negotiated   prices.    Any   commissions  payable  in
connection  with such sales will be the regular commissions  of  brokers
for effecting  such  sales.   The  Selling  Stockholders and any broker-
dealers  that  participate  in the distribution  may  be  deemed  to  be
"underwriters" within the meaning of Section 2(11) of the Securities Act
of 1933, and any commission received  by  them  and  any  profit  on the
resale of shares sold by them may be deemed to be underwriting discounts
and commissions.  In addition, any securities covered by this Prospectus
that  qualify  for  sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this Prospectus.

      All expenses of  registration  incurred  in  connection  with this
offering  will  be  paid  by Century.  The Selling Stockholders will  be
responsible for all selling  and  other  expenses,  including discounts,
concessions,  commissions  or other compensation due to  any  broker  or
dealer in connection with the sale of any of the Shares offered hereby.

                                   EXPERTS

      The  consolidated  financial   statements  and  related  financial
statement  schedules of  Century as of December 31,  1995 and 1996,  and
for each of the years in the three-year  period ended December 31, 1996,
included in Century's Annual Report on Form  10-K  for  the  fiscal year
ended  December  31,  1996, incorporated by reference herein, have  been
incorporated by reference  in  reliance  upon  the  report  of KPMG Peat
Marwick  LLP,  independent certified public accountants, which  is  also
incorporated by reference herein, and upon the authority of such firm as
experts in accounting and auditing.

      The financial  statements  from  Pacific  Telecom,  Inc.'s  Annual
Report  on  Form  10-K  for the year ended December 31, 1996 included in
this prospectus and elsewhere  in  the  Registration Statement have been
audited by Deloitte & Touche LLP, independent  auditors,  as  stated  in
their  reports  appearing  herein  and  elsewhere  in  the  Registration
Statement,  and  are included in reliance upon the reports of such  firm
given upon their authority as experts in accounting and auditing.


                                PART II

                  INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.Incorporation of Documents by Reference.

      The following documents, which have been filed by Century 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, 1996.

      (b)   Century's Quarterly Reports on Form 10-Q  for  the  quarters
            ended March 31, June 30 and September 30, 1997.

      (c)   Century's Current Reports on Form 8-K dated April 15, May 5,
            June 11, December 1 and December 11, 1997.

      (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.

      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.

      The   shares   of   Common   Stock  registered  pursuant  to  this
registration statement were originally  issued  as restricted stock to a
total  of  three persons in connection with such persons  entering  into
employment agreements  with  a subsidiary of the registrant.  The shares
were  issued  pursuant to the private  offering  exemption  provided  by
Section 4(2) of  the  Securities  Act  of  1933.  In connection with the
issuance,  each  of  the  purchasers  certified  that   he  or  she  was
experienced and sophisticated in business matters and had  access to all
material information regarding the Company.

Item 8.Exhibits.

      5     Opinion  of  Jones,  Walker,  Waechter, Poitevent, Carrere &
            Denegre, L.L.P.

      23.1  Consent of KPMG Peat Marwick LLP.

      23.2  Consent of Deloitte & Touche LLP.

      23.3  Consent of Counsel (included in Exhibit 5).

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

      99.1  Annual  Report  on  Form  10-K  of  PTI  for  the year ended
            December  31,  1996,  not  including  the  exhibits  thereto
            (incorporated  by  reference  to  Exhibit  99.1 of Century's
            Registration   Statement  on  Form  S-3,  Registration   No.
            333-42013).

      99.2  Quarterly Report  on  Form 10-Q of PTI for the quarter ended
            March  31,  1997,  not  including   the   exhibits   thereto
            (incorporated  by  reference  to  Exhibit  99.2 of Century's
            Registration   Statement  on  Form  S-3,  Registration   No.
            333-42013).

      99.3  Quarterly Report  on  Form 10-Q of PTI for the quarter ended
            June   30,  1997,  not  including   the   exhibits   thereto
            (incorporated  by  reference  to  Exhibit  99.3 of Century's
            Registration   Statement  on  Form  S-3,  Registration   No.
            333-42013).

      99.4  Quarterly Report  on  Form 10-Q of PTI for the quarter ended
            September  30,  1997, not  including  the  exhibits  thereto
            (incorporated by  reference  to  Exhibit  99.4  of Century's
            Registration   Statement  on  Form  S-3,  Registration   No.
            333-42013).

      99.5  Current Report on  Form 8-K of PTI dated April 11, 1997, not
            including the exhibits thereto (incorporated by reference to
            Exhibit 99.5 of Century's  Registration Statement on Form S-
            3, Registration No. 333-42013).

      99.6  Current Report on Form 8-K of  PTI dated September 30, 1997,
            not   including  the  exhibits  thereto   (incorporated   by
            reference   to   Exhibit   99.6  of  Century's  Registration
            Statement on Form S-3, Registration No. 333-42013).

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 pur-
poses 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.


                                SIGNATURES


      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 December 12, 1997.

                                     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      December 12, 1997
 ----------------------             of Directors
   Clarke M. Williams

 /s/ GLEN F. POST, III          Vice Chairman of the       December 12, 1997
 --------------------            Board of Directors,
   Glen F. Post, III             President and Chief
                                  Executive Officer

/s/ R. STEWART EWING, JR.     Senior Vice President and    December 12, 1997
-------------------------      Chief Financial Officer
 R. Stewart Ewing, Jr.      (Principal Financial Officer)
  
  /s/ HARVEY P. PERRY          Senior Vice President,      December 12, 1997
  -------------------             General Counsel,
    Harvey P. Perry            Secretary and Director

   /s/ W. BRUCE HANKS          Senior Vice President-      December 12, 1997
   ------------------          Corporate Development
     W. Bruce Hanks           and Strategy and Director

  /s/ MURRAY H. GREER                 Controller           December 12, 1997
  -------------------       (Principal Accounting Officer)
    Murray H. Greer


/s/ WILLIAM R. BOLES, JR.              Director            December 12, 1997
------------------------- 
 William R. Boles, Jr.


  /s/ VIRGINIA BOULET                  Director            December 12, 1997
  -------------------  
    Virginia Boulet
   

 /s/ ERNEST BUTLER, JR.                Director            December 12, 1997
 ----------------------  
   Ernest Butler, Jr.


  /s/ CALVIN CZESCHIN                  Director            December 12, 1997
  -------------------  
    Calvin Czeschin


 /s/ JAMES. B. GARDNER                 Director            December 12, 1997
 ---------------------   
    James B. Gardner


/s/ R. L. HARGROVE, JR.                Director            December 12, 1997
-----------------------  
  R. L. Hargrove, Jr.


   /s/ JOHNNY HEBERT                   Director            December 12, 1997
   -----------------  
     Johnny Hebert


   /s/ F. EARL HOGAN                   Director            December 12, 1997
   -----------------  
     F. Earl Hogan


/s/ C. G. MELVILLE, JR.                Director            December 12, 1997
-----------------------  
  C. G. Melville, Jr.


   /s/ JIM D. REPPOND                  Director            December 12, 1997
   ------------------  
     Jim D. Reppond
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 45887}]
{"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": "333-42097", "film-number": "97737046"}, "business-address": {"street1": "P O BOX 4065", "street2": "100 CENTURY PARK DR", "city": "MONROE", "state": "LA", "zip": "71211-4065", "phone": "3183889500"}, "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
December 12, 1997.
                                          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
jurisdiction of incorporation                      Identification No.)
     or organization)
                         100 Century Park Drive
                        Monroe, Louisiana 71203
                             (318) 388-9500
           (Address, including zip code, and telephone number
     including area code, of registrant's principal executive offices)
                          __________________

                      RESTRICTED STOCK AGREEMENTS
                                between
                  CENTURY TELEPHONE ENTERPRISES, INC.
                       and Certain Employees of
                      ARAGON HOLDING GROUP, INC.,
          a subsidiary of Century Telephone Enterprises, Inc.
                       (Full title of the Plan)
                          __________________

     Harvey P. Perry, Esq.                            COPY TO
     Senior Vice President,                      Margaret F. Murphy
  General Counsel and Secretary               Jones, Walker, Waechter,
Century Telephone Enterprises, Inc.     Poitevent, Carrere &  Denegre, L.L.P.
    100 Century Park Drive                           51st Floor
    Monroe, Louisiana 71203                    201 St. Charles Avenue
        (318) 388-9500                      New Orleans, Louisiana 70170
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
                                    Amount         Proposed Maximum     Proposed Maximum     Amount of
  Title of Each Class of             to be          Offering Price     Aggregate Offering   Registration
Securities to be Registered       Registered(1)       Per Unit(2)           Price(2)           Fee
--------------------------------------------------------------------------------------------------------
Common Stock                      15,195 shares       $45.78125(3)         $695,646.09        $205.22
--------------------------------------------------------------------------------------------------------
Preference Share Purchase         
   Rights(4)                      15,195 rights           (4)                  (4)              (4)
--------------------------------------------------------------------------------------------------------
(1)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.
(2)Estimated solely for the purpose of calculating the registration fee pursuant
   to Rules 457(c) and (h).
(3)The average of the high and low price  per  share  of Common Stock on the New
   York Stock Exchange on December 9, 1997, in accordance with Rule 457(c).
(4)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.
=============================================================================

                     CENTURY TELEPHONE ENTERPRISES, INC.

                                  PROSPECTUS

                                 COMMON STOCK

                              ($1.00 Par Value)

      This  Prospectus  relates  to  an  aggregate of 15,195 shares (the
"Shares")  of Common Stock, $1.00 par value  (the  "Common  Stock"),  of
Century Telephone Enterprises, Inc. ("Century") that may be offered from
time to time  by  certain  former employees of the Aragon Holding Group,
Inc., a subsidiary of Century  (the "Selling Shareholders").  The Shares
may be sold by the Selling Shareholders  (and their donees and pledgees)
from time to time in ordinary brokers transactions  on  the  NYSE at the
price  prevailing at the time of such sales, and the commission  payable
will be  the  regular  commission  a  broker receives for effecting such
sales.   The  Shares  may  also  be  offered   in   negotiated   private
transactions  at  prevailing or negotiated prices.  The net proceeds  to
the Selling Shareholders will be the proceeds received by them upon such
sales less brokerage  commissions.   Century will not receive any of the
proceeds  of  the  sale  of  the  Shares  offered  hereby.   Information
regarding the Selling Shareholders is set forth herein under the heading
"Selling  Shareholders."   All  expenses  of  registration  incurred  in
connection  with  this  offering  are being borne by  Century,  but  all
selling and other expenses incurred  by  individual Selling Shareholders
will be borne by such Selling Shareholder.

      No person has been authorized by Century  to  give any information
or to make any representation in connection with the offer made pursuant
to this Prospectus, other than as contained in this Prospectus  and,  if
given  or  made,  such  information or representation must not be relied
upon.   Neither the delivery  of  this  Prospectus  nor  any  sale  made
pursuant  hereto  shall  under  any circumstances create any implication
that there has been no change in  the  affairs of Century since the date
hereof.

      The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "CTL."  On December 11,  1997,  the  last reported sale
price of the Common Stock on the NYSE was $47 3/16 per share.

      Under  Century's  Articles  of Incorporation, the holder  of  each
outstanding share of Common Stock is  entitled to one vote unless it has
been beneficially owned by the same person  or entity continuously since
May  30, 1987, in which case the holder is entitled  to  ten  votes  per
share  until transfer.  A Preference Share Purchase Right is attached to
and trades with each share of Common Stock.
                                  __________

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
         BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
           COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
              THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                    CONTRARY IS A CRIMINAL OFFENSE.
                                  __________

              The date of this Prospectus is December 12, 1997.

                            AVAILABLE INFORMATION

      Century  is  subject  to  the  informational  requirements  of the
Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance
therewith,  files reports and other information with the Securities  and
Exchange Commission  (the "Commission").  Reports, proxy and information
statements and other information  filed  by  Century with the Commission
pursuant to the informational requirements of  the  Exchange  Act may be
inspected  and  copied at the public reference facilities maintained  by
the Commission at  Room  1024,  Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission at
the  following  locations:  New York  Regional  Office,  7  World  Trade
Center, Suite 1300,  New  York,  New  York   10048  and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago,  Illinois   60661-
2511.  Copies of such material may be obtained from the Public Reference
Section  of  the  Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed  rates.   The  Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding issuers subsequent to the date  when such issuers began filing
documents  electronically  with  the  Commission   (http://www.sec.gov).
Century's Common Stock is listed on the New York Stock  Exchange and its
reports, proxy and information statements and other information may also
be  inspected  at the offices of the New York Stock Exchange,  Inc.,  20
Broad Street, New  York,  New  York  10005.   This  Prospectus  does not
contain  all  of the information set forth in the Registration Statement
as to which this  Prospectus relates, certain parts of which are omitted
in accordance with  the  rules  and  regulations of the Commission.  The
Registration Statement and any amendments  thereto,  including  exhibits
filed as a part hereof, are available for inspection and copying  as set
forth above.

      This  Prospectus incorporates documents by reference that are  not
presented herein  or  delivered  herewith.   These documents (other than
exhibits thereto) are available without charge,  upon  written  or  oral
request  by  any person to whom this Prospectus has been delivered, from
Harvey P. Perry,  Senior  Vice President, General Counsel and Secretary,
Century Telephone Enterprises,  Inc.,  100  Century  Park Drive, Monroe,
Louisiana, 71203, telephone (318) 388-9500.  In order  to  ensure timely
delivery  of  the  documents,  any request should be made at least  five
business days prior to the date on which an investment decision is to be
made with respect to securities offered hereby.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents, which  have  been  filed  pursuant to the
Exchange Act by Century with the Commission, are incorporated  herein by
reference:

      (a)   Century's  Annual  Report  on Form 10-K for the fiscal  year
            ended December 31, 1996.

      (b)   Century's Quarterly Reports  on  Form 10-Q for the quarterly
            periods ended March 31, June 30 and September 30, 1997.

      (c)   Century's Current Reports on Form 8-K dated April 15, May 5,
            June 11, December 1  and December 11, 1997.

      (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
            Century's Common Stock and Preference Share Purchase Rights.

      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 Prospectus  and  prior  to  the  termination of the offering of the
securities  offered  hereby  shall  be  deemed  to  be  incorporated  by
reference in this Prospectus and to be made  a  part  hereof  from their
respective  dates  of  filing.   Information appearing herein or in  any
particular document 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 a statement contained herein or in 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 Prospectus.

                          FORWARD-LOOKING STATEMENTS

      In  addition  to historical information, this Prospectus  and  the
documents incorporated  herein  by  reference  include  certain forward-
looking statements regarding events and financial trends that may affect
the  Company's  future  operating results and financial position.   Such
forward-looking statements are subject to uncertainties that could cause
the Company's actual results  to differ materially from such statements.
Such uncertainties include but  are  not  limited  to:   the  effects of
ongoing  deregulation  in the telecommunications industry; the potential
effects  of  greater  than  anticipated  competition  in  the  Company's
markets; possible changes  in  the demand for the Company's products and
services; the Company's ability  to successfully introduce new offerings
on  a  timely and cost-effective basis;  the  risks  inherent  in  rapid
technological  change;  the  Company's ability to effectively manage its
growth, including integrating  the  newly-acquired operations of Pacific
Telecom, Inc. ("PTI") into the Company's  operations; and the effects of
more  general  factors  such as changes in general  market  or  economic
conditions or in legislation,  regulation  or  public policy.  These and
other uncertainties related to the business are  described  in detail in
Century's Quarterly Report on Form 10-Q for the quarter ended  June  30,
1997,  which is incorporated herein by reference.  You are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as  of  the  date  on  which they were made.  Century undertakes no
obligation  to  update any of its  forward-looking  statements  for  any
reason.

                     ____________________________________

      Whenever used herein with respect to the operations of the Company
or PTI, the term  "pops" means the population of licensed markets (based
on  independent third-party  population  estimates)  multiplied  by  the
Company's  or  PTI's  proportionate  equity  interests  in  the licensed
operators  thereof.   When  used  herein,  (i)  the  term "MSA" means  a
Metropolitan  Statistical  Area  for  which  the  Federal Communications
Commission  (the "FCC") has granted a cellular operating  license,  (ii)
the term "RSA"  means a Rural Service Area for which the FCC has granted
a cellular operating  license,  (iii)  the  term  "PCS"  means  Personal
Communications  Services, a new mobile communications service, (iv)  the
term "LEC" means  a local exchange carrier that provides local telephone
service, (v) the term  "Century"  means  Century  Telephone Enterprises,
Inc. and (vi) the term "Company" means Century and its subsidiaries.

                                 THE COMPANY

      The  Company is a regional diversified telecommunications  company
that is primarily  engaged  in  providing  local  telephone  and  mobile
communications  services in 21 states.  As described further below under
"Recent Acquisition,"  on  December  1,  1997,  Century acquired Pacific
Telecom, Inc. ("PTI"), which substantially expanded  the Company's local
telephone  and mobile communications operations.  As a  result  of  this
acquisition, the Company's telephone subsidiaries currently serve nearly
1.2 million  telephone  access  lines,  primarily in rural, suburban and
small urban communities in 21 states, with  its  largest  customer bases
located  in  Wisconsin, Washington, Alaska, Michigan and Louisiana.   In
addition,  through   its  cellular  operations,  the  Company  currently
controls  over 10 million  pops  in  31  MSAs  and  44  RSAs,  primarily
concentrated   in   Michigan,   Mississippi,  Wisconsin,  Louisiana  and
Arkansas.  The Company also provides  long  distance, operator, Internet
and business information services.

      Century  is incorporated in Louisiana.   Its  principal  executive
offices are located  at 100 Century Park Drive, Monroe, Louisiana 71203,
and its telephone number  is  (318)  388-9500.   The  Company  currently
employs approximately 5,700 persons.

Telephone Operations

      According to published sources, the Company is currently the  10th
largest local exchange telephone company in the United States, based  on
the number of telephone access lines served.  At September 30, 1997, the
Company  and  PTI served approximately 531,000 and 613,000 access lines,
respectively (not  including  approximately 47,000 access lines acquired
by  PTI  in  October 1997).  The Company  currently  operates  over  440
central office  and  remote switching centers in its telephone operating
areas. Substantially all  of  the  Company's  access lines are served by
digital   switching   technology,  which  in  conjunction   with   other
technologies allows the  Company to offer additional premium services to
its customers, including call  forwarding,  conference  calling,  caller
identification, selective call ringing and call waiting.

Mobile Communications Operations

      According to published sources, the Company is currently the  10th
largest  cellular  telephone  company in the United States, based on the
Company's  owned pops.  At September  30,  1997,  the  Company  and  PTI
controlled approximately  8.1  million  and  1.9  million cellular pops,
respectively.   Approximately  45%  of  the  Company's pops  in  markets
operated  by the Company are in a single, contiguous  cluster  of  eight
MSAs and nine  RSAs  in   Michigan; another 18% are in a cluster of five
MSAs and seven RSAs in northern and central Louisiana, southern Arkansas
and eastern Texas.  At September  30,  1997, the majority-owned cellular
systems of the Company and PTI served approximately  430,000  and 87,000
cellular subscribers, respectively.  In addition, as a result of the PTI
acquisition, the Company controls approximately 8.1 million PCS pops, up
from 4.0 million at September 30, 1997.

Other Operations

      The  Company  also provides long distance, operator, Internet  and
interactive services  in  certain local and regional markets, as well as
certain  printing  and  related   business   information  services.   At
September  30,  1997,  the  Company's  long  distance   business  served
approximately 165,000 customers in certain of the Company's markets.

Recent Acquisition

      On  December  1,  1997, Century and its cellular holding  company,
Century Cellunet, Inc. ("Cellunet"), acquired PTI in exchange for $1.503
billion cash in a two-step  transaction.   In  the  first step, Cellunet
purchased substantially all of PTI's cellular operations in exchange for
$240  million,  and in the second step Century purchased  PTI's  capital
stock for $1.263  billion.  To finance the acquisition, Century borrowed
$1.288 billion under  its  $1.6 billion senior unsecured credit facility
with NationsBank of Texas, Inc.  and a syndicate of other lenders.  This
debt matures in five years and carries floating-rate interest based upon
London InterBank Offered Rates for short-term periods.  Century financed
the remainder of the PTI acquisition  price with available cash, most of
which consisted of the proceeds of Century's  sale  of  common  stock of
Brooks Fiber Properties, Inc. in November 1997.

      PTI  was  organized  in  1955  to provide local exchange telephone
services  to suburban and rural communities  primarily  in  the  Pacific
Northwest.   In  subsequent  years,  PTI  diversified  its operations to
provide cellular and other telecommunications services.   As a result of
Century's  acquisition of PTI on December 1, 1997, the Company  acquired
660,000 telephone  access lines located in four midwestern states, seven
western  states  and  Alaska,   and   approximately   100,000   cellular
subscribers  in  markets  operated  by  PTI in two midwestern states and
Alaska. Cellunet  intends to integrate the  cellular  operations that it
purchased from PTI into its existing cellular operations.   Century will
operate  the  remainder  of  PTI as a wholly-owned subsidiary, with  its
headquarters remaining in Vancouver, Washington.  In connection with the
acquisition, Century has reorganized its telephone operations into three
operating regions, including a  new  western telephone operating region,
substantially all of which will be comprised  of  PTI's  LECs  in  seven
western states and Alaska.  As soon as practical, Century plans to offer
long  distance,  Internet  and  certain  other services in most of PTI's
local exchange markets on substantially the  same  terms  on  which  the
Company   recently  began  to  offer  such  services  to  its  telephone
customers.  Other than these new product offerings and the possible sale
of non-strategic assets, Century plans to continue to operate PTI in the
ordinary course of business.

      For  additional   information   regarding  PTI,  see  its  annual,
quarterly  and  current reports filed under  the  Exchange  Act,  recent
copies of which are  included  as exhibits to the Registration Statement
of which this Prospectus forms a  part  and  which  are  incorporated by
reference into this Prospectus.

Recent Events Affecting the Telecommunications Industry

      The  telecommunications  industry  continues  to  undergo  various
fundamental regulatory, competitive and technological changes  that make
it  difficult  to determine the form or degree of future regulation  and
competition affecting  the Company's telephone and mobile communications
operations.  These changes  may  have a significant impact on the future
financial performance of all telecommunications companies.

      In  February  1996  the  United   States   Congress   enacted  the
Telecommunications Act of 1996 (the "1996 Act"), which obligates LECs to
permit  competitors  to  interconnect  their  facilities  to  the  LEC's
network  and  to  take  various other steps that are designed to promote
competition.    Although  the   1996   Act   provides   certain   waiver
opportunities for  rural LECs such as those operated by the Company, the
FCC's  August  1996  order   implementing   most   of   the  1996  Act's
interconnection  provisions placed the burden of proving the  continuing
availability of the rural telephone company exemption on rural LECs.  In
July 1997 the U.S.  Court  of  Appeals for the Eighth Circuit overturned
several  provisions  of the FCC's  August  1996  interconnection  order,
including the rules placing  the burden of proof on rural LECs to retain
their rural exemption.  This decision is being appealed.

      Coincident with the recent  movement  toward increased competition
has been the gradual reduction of regulatory  oversight  of LECs.  These
cumulative changes have led to the continued growth of various companies
providing competitive access and other services that compete  with LECs'
services.  Wireless telephone services are also expected to increasingly
compete with LECs.

      In  recent  years,  the  FCC  has  allocated  additional frequency
spectrum for mobile communications technologies that  are expected to be
competitive with cellular, including PCS and mobile satellite  services.
In 1996 several major PCS companies began providing services competitive
with cellular in selected larger markets, although thus far the  Company
has  experienced competition from PCS companies in only a limited number
of its  markets.  The FCC has also authorized certain specialized mobile
radio service licensees to configure their systems so as to operate in a
manner similar to cellular systems.

              SELLING SHAREHOLDERS AND THE SHARES TO BE OFFERED

      The Shares being offered pursuant to this Prospectus were acquired
by  the  Selling  Shareholders  under  the  terms  of  Restricted  Stock
Agreements  between each Selling Shareholder and Century entered into in
connection with  the  employment  of  the  Selling Shareholder by Aragon
Holding Group, Inc. ("Aragon"), a subsidiary of Century.

      The Company will not receive any proceeds  from  the  sale  of the
Shares by the Selling Shareholders.  The following table sets forth  (i)
the  name  of  each  Selling  Shareholder;  (ii) the amount of Century's
Common Stock owned by the Selling Shareholder  as  of December 10, 1997;
(iii)  the  amount  of  Common  Stock  to  be  offered  by  the  Selling
Shareholder;  and  (iv)  the  amount of Common Stock to be held by  each
Selling Shareholder subsequent  to  the  offering.   From  May  31, 1996
through  November  12,  1997,  each  of  the Selling Shareholders was an
officer of Aragon.

                                                           Common Stock
                                                           to be Owned
                           Common             Common       Subsequent to
                           Stock              Stock       the Offering (for
                          Owned On            to be       further internal
Name                 December 10, 1997(1)    Offered      distribution)(1)
----                ----------------------  ---------    ------------------
Gary E. Miller             10,519            10,519              0
Vicki L. Savala             2,338             2,338              0
David Joest                 2,338             2,338              0
                           ------            ------             --
      TOTALS               15,195            15,195              0
                           ======            ======             ==
_______________

(1)Mr. Miller, Ms. Savala and Mr. Joest have  700, 542 and 554 shares of
   Common  Stock, respectively, credited to their  accounts  in  Century
   employee benefit plans, none of which are included in the figures set
   forth above.
                           ________________________

      The Shares  offered  hereby  may  be sold from time to time by the
Selling  Stockholders or their pledgees, donees,  transferees  or  other
successors  in  interest.   Such sales may be made on the New York Stock
Exchange, or otherwise, at prices  and  on  terms  then prevailing or at
prices  related  to  the  then-current market prices, or  in  negotiated
transactions  at  negotiated   prices.    Any   commissions  payable  in
connection  with such sales will be the regular commissions  of  brokers
for effecting  such  sales.   The  Selling  Stockholders and any broker-
dealers  that  participate  in the distribution  may  be  deemed  to  be
"underwriters" within the meaning of Section 2(11) of the Securities Act
of 1933, and any commission received  by  them  and  any  profit  on the
resale of shares sold by them may be deemed to be underwriting discounts
and commissions.  In addition, any securities covered by this Prospectus
that  qualify  for  sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this Prospectus.

      All expenses of  registration  incurred  in  connection  with this
offering  will  be  paid  by Century.  The Selling Stockholders will  be
responsible for all selling  and  other  expenses,  including discounts,
concessions,  commissions  or other compensation due to  any  broker  or
dealer in connection with the sale of any of the Shares offered hereby.

                                   EXPERTS

      The  consolidated  financial   statements  and  related  financial
statement  schedules of  Century as of December 31,  1995 and 1996,  and
for each of the years in the three-year  period ended December 31, 1996,
included in Century's Annual Report on Form  10-K  for  the  fiscal year
ended  December  31,  1996, incorporated by reference herein, have  been
incorporated by reference  in  reliance  upon  the  report  of KPMG Peat
Marwick  LLP,  independent certified public accountants, which  is  also
incorporated by reference herein, and upon the authority of such firm as
experts in accounting and auditing.

      The financial  statements  from  Pacific  Telecom,  Inc.'s  Annual
Report  on  Form  10-K  for the year ended December 31, 1996 included in
this prospectus and elsewhere  in  the  Registration Statement have been
audited by Deloitte & Touche LLP, independent  auditors,  as  stated  in
their  reports  appearing  herein  and  elsewhere  in  the  Registration
Statement,  and  are included in reliance upon the reports of such  firm
given upon their authority as experts in accounting and auditing.

                                PART II

                  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.Incorporation of Documents by Reference.

      The following documents, which have been filed by Century 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, 1996.

      (b)   Century's Quarterly Reports on Form 10-Q  for  the  quarters
            ended March 31, June 30 and September 30, 1997.

      (c)   Century's Current Reports on Form 8-K dated April 15, May 5,
            June 11, December 1 and December 11, 1997.

      (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.

      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.

      The   shares   of   Common   Stock  registered  pursuant  to  this
registration statement were originally  issued  as restricted stock to a
total  of  three persons in connection with such persons  entering  into
employment agreements  with  a subsidiary of the registrant.  The shares
were  issued  pursuant to the private  offering  exemption  provided  by
Section 4(2) of  the  Securities  Act  of  1933.  In connection with the
issuance,  each  of  the  purchasers  certified  that   he  or  she  was
experienced and sophisticated in business matters and had  access to all
material information regarding the Company.

Item 8.Exhibits.

      5     Opinion  of  Jones,  Walker,  Waechter, Poitevent, Carrere &
            Denegre, L.L.P.

      23.1  Consent of KPMG Peat Marwick LLP.

      23.2  Consent of Deloitte & Touche LLP.

      23.3  Consent of Counsel (included in Exhibit 5).

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

      99.1  Annual  Report  on  Form  10-K  of  PTI  for  the year ended
            December  31,  1996,  not  including  the  exhibits  thereto
            (incorporated  by  reference  to  Exhibit  99.1 of Century's
            Registration   Statement  on  Form  S-3,  Registration   No.
            333-42013).

      99.2  Quarterly Report  on  Form 10-Q of PTI for the quarter ended
            March  31,  1997,  not  including   the   exhibits   thereto
            (incorporated  by  reference  to  Exhibit  99.2 of Century's
            Registration   Statement  on  Form  S-3,  Registration   No.
            333-42013).

      99.3  Quarterly Report  on  Form 10-Q of PTI for the quarter ended
            June   30,  1997,  not  including   the   exhibits   thereto
            (incorporated  by  reference  to  Exhibit  99.3 of Century's
            Registration   Statement  on  Form  S-3,  Registration   No.
            333-42013).

      99.4  Quarterly Report  on  Form 10-Q of PTI for the quarter ended
            September  30,  1997, not  including  the  exhibits  thereto
            (incorporated by  reference  to  Exhibit  99.4  of Century's
            Registration   Statement  on  Form  S-3,  Registration   No.
            333-42013).

      99.5  Current Report on  Form 8-K of PTI dated April 11, 1997, not
            including the exhibits thereto (incorporated by reference to
            Exhibit 99.5 of Century's  Registration Statement on Form S-
            3, Registration No. 333-42013).

      99.6  Current Report on Form 8-K of  PTI dated September 30, 1997,
            not   including  the  exhibits  thereto   (incorporated   by
            reference   to   Exhibit   99.6  of  Century's  Registration
            Statement on Form S-3, Registration No. 333-42013).

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 pur-
poses 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.

                                SIGNATURES

      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 December 12, 1997.

                                     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      December 12, 1997
 ----------------------             of Directors
   Clarke M. Williams

 /s/ GLEN F. POST, III          Vice Chairman of the       December 12, 1997
 --------------------            Board of Directors,
   Glen F. Post, III             President and Chief
                                  Executive Officer

/s/ R. STEWART EWING, JR.     Senior Vice President and    December 12, 1997
-------------------------      Chief Financial Officer
 R. Stewart Ewing, Jr.      (Principal Financial Officer)
  
  /s/ HARVEY P. PERRY          Senior Vice President,      December 12, 1997
  -------------------             General Counsel,
    Harvey P. Perry            Secretary and Director

   /s/ W. BRUCE HANKS          Senior Vice President-      December 12, 1997
   ------------------          Corporate Development
     W. Bruce Hanks           and Strategy and Director

  /s/ MURRAY H. GREER                 Controller           December 12, 1997
  -------------------       (Principal Accounting Officer)
    Murray H. Greer

/s/ WILLIAM R. BOLES, JR.              Director            December 12, 1997
------------------------- 
 William R. Boles, Jr.

  /s/ VIRGINIA BOULET                  Director            December 12, 1997
  -------------------  
    Virginia Boulet
   

 /s/ ERNEST BUTLER, JR.                Director            December 12, 1997
 ----------------------  
   Ernest Butler, Jr.

  /s/ CALVIN CZESCHIN                  Director            December 12, 1997
  -------------------  
    Calvin Czeschin

 /s/ JAMES. B. GARDNER                 Director            December 12, 1997
 ---------------------   
    James B. Gardner

/s/ R. L. HARGROVE, JR.                Director            December 12, 1997
-----------------------  
  R. L. Hargrove, Jr.

   /s/ JOHNNY HEBERT                   Director            December 12, 1997
   -----------------  
     Johnny Hebert

   /s/ F. EARL HOGAN                   Director            December 12, 1997
   -----------------  
     F. Earl Hogan

/s/ C. G. MELVILLE, JR.                Director            December 12, 1997
-----------------------  
  C. G. Melville, Jr.

   /s/ JIM D. REPPOND                  Director            December 12, 1997
   ------------------  
     Jim D. Reppond