As filed with the Securities and Exchange Commission on June 7, 1995.
                                                Registration No. 33-________


                       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)
                               __________________

                      CENTURY TELEPHONE ENTERPRISES, INC.
                        1995 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)
                               __________________

        Harvey P. Perry, Esq.                            COPY TO
  Senior Vice President, General Counsel              Margaret F. Murphy
            and Secretary                   Jones, Walker, Waechter, Poitevent,
   Century Telephone Enterprises, Inc.             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<FN1>     Per Unit<FN2>           Price<FN2>          Fee
              Registered
   __________________________________________________________________________________________________________
       <S>                        <C>                <C>                    <C>                <C>
       Common Stock               2,000,000 shares       $28.50   <FN3>     $57,000,000        $19,655.17

       Preferred Stock Purchase    
         Rights <FN4>             2,000,000 rights       <FN4>                 <FN4>           $100<FN4>
   __________________________________________________________________________________________________________

</TABLE>

 <FN1> Upon a stock split,  stock dividend or similar transaction in the future
       and during the effectiveness  of  this  Registration Statement involving
       Common Stock of the Company, the number of  shares  registered  shall be
       automatically  increased  to  cover  the additional shares in accordance
       with Rule 416(a) under the Securities Act of 1933.
 
 <FN2> Estimated  solely for the purpose of calculating  the  registration  fee
       pursuant to Rules 457(c) and (h).
 
 <FN3> The average  of  the high and low price per share of Common Stock on the
       New York Stock Exchange  on June 6, 1995, in accordance with Rule 457(c).
 
 <FN4> Rights are attached to and  trade  with the Common Stock of the Company.
       Value attributable to such Rights, if  any,  is  reflected in the market
       price  of  the  Common  Stock.   The  fee  paid represents  the  minimum
       statutory fee pursuant to Section 6(b) of the Securities Act of 1933.

<PAGE>

                               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, 1994.

        (b) Century's Quarterly Report on Form 10-Q for the quarter ended March
            31, 1995.

        (c) The  description  of  the  Common  Stock  set  forth  in  Item 5 of
    Century's Current Report on Form 8-K dated June 12, 1991.

        All  reports  filed by Century with the Commission pursuant to Sections
    13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 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,
    except to the extent otherwise provided by Regulation S-K or any other rule
    promulgated by the Commission, be deemed to be incorporated by reference in
    this Registration Statement and to be a part hereof from the date of filing
    of such documents.

    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  9  of Century's  by-laws  (the  "Indemnification
    Bylaw")  provides for mandatory  indemnification  for  current  and  former
    directors and officers of Century to the full 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  Bylaw  ("Indemnification Contracts").  The right to indem-
    nification provided by each 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 corporate  capacities.
    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 thereunder.

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

    Item 7. Exemption From Registration Claimed.

        Not applicable.

    Item 8. Exhibits.

        4.1 Amended and Restated Articles of Incorporation of Century.

        4.2 By-laws of Century as amended through May 23, 1995.

        4.3 Amended and Restated Rights Agreement dated as of November 17, 1986
            between Century   and  the Rights Agent named therein (incorporated
            by reference to  Exhibit 4.1 to Century's Current Report on Form 8-
            K dated December 20, 1988), Amendments thereto dated March 26, 1990
            (incorporated by reference  to  Exhibit  4.1 to Century's Quarterly
            Report on Form 10-Q for the quarter ended  March  31, 1990) and the
            Second  Amendment  thereto dated February 3, 1993 (incorporated  by
            reference to Exhibit  4.12  to  Registrant's  Annual Report on Form
            10-K for the year ended December 31, 1992).

        4.4 1995 Incentive Compensation Plan.

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

        23.1Consent of KPMG Peat Marwick LLP.

        23.2Consent of Counsel (included in Exhibit 5).

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

    Item 9. Undertakings.

        (a) The undersigned registrant hereby undertakes:

            (1) To file,  during  any period in which offers or sales are being
    made, a post-effective amendment  to this registration statement to include
    any material information with respect  to  the  plan  of  distribution  not
    previously  disclosed  in the registration statement or any material change
    to such information in the registration statement.
  
            (2) That, for the  purpose  of  determining any liability under the
    Securities Act of 1933, each such post-effective  amendment shall be deemed
    to  be  a  new  registration statement relating to the  securities  offered
    therein, and the  offering  of such securities at that time shall be deemed
    to be the initial bona fide offering thereof.

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

        (b) The undersigned registrant  hereby undertakes that, for purposes of
    determining any liability under the Securities  Act of 1933, each filing of
    the registrant's annual report pursuant to section  13(a)  or section 15(d)
    of the Securities Exchange Act of 1934 (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.

        (c) Insofar  as  indemnification  for  liabilities  arising  under  the
    Securities  Act  of 1933  may  be  permitted  to  directors,  officers  and
    controlling persons of the registrant pursuant to the foregoing provisions,
    or otherwise, the  registrant  has  been advised that in the opinion of the
    Securities and Exchange Commission such  indemnification  is against public
    policy  as expressed in the Act and is, therefore, unenforceable.   In  the
    event that a claim for indemnification against such liabilities (other than
    the payment  by  the registrant of expenses incurred or paid by a director,
    officer or controlling  person  of the registrant in the successful defense
    of any action, suit or 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 Act and will be governed by  the  final
    adjudication of such issue.

<PAGE>

                                    EXHIBIT INDEX



             Exhibit
              Number     Description



               4.1       Amended  and Restated Articles of Incorporation of
                         Century.

               4.2       By-laws of  Century  as  amended  through  May 23,
                         1995.

               4.3       Amended and Restated Rights Agreement dated  as of
                         November  17, 1986 between Century  and the Rights
                         Agent named  therein (incorporated by reference to
                         Exhibit 4.1 to Century's Current Report on Form 8-
                         K dated December  20,  1988),  Amendments  thereto
                         dated March 26, 1990 (incorporated by reference to
                         Exhibit 4.1 to Century's Quarterly Report on  Form
                         10-Q for the quarter ended March 31, 1990) and the
                         Second  Amendment  thereto  dated February 3, 1993
                         (incorporated  by  reference to  Exhibit  4.12  to
                         Registrant's Annual  Report  on  Form 10-K for the
                         year ended December 31, 1992).

               4.4       1995 Incentive Compensation Plan.

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

               23.1      Consent of KPMG Peat Marwick LLP.

               23.2      Consent of Counsel (included in Exhibit 5).

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

<PAGE>                        
                                   
                                   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
    May 22, 1995.

                                          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     May 22, 1995
           Clarke M. Williams          of Directors

         /s/ Glen F. Post, III
         _________________________  Vice Chairman of the     May 22, 1995
           Glen F. Post, III         Board of Directors, 
                                     President and Chief 
                                      Executive Officer

         /s/ R. Stewart Ewing, Jr.
         _________________________  Senior Vice President    May 22, 1995
         R. Stewart Ewing, Jr.       and Chief Financial 
                                            Officer
                                 (Principal Financial Officer)
         /s/ Murray H. Greer
         _________________________   Controller (Principal   May 22, 1995
            Murray H. Greer           Accounting Officer)

         /s/ William R. Boles, Jr.
         _________________________          Director         May 22, 1995
         William R. Boles, Jr.

         /s/ Virginia Boulet
         _________________________          Director         May 22, 1995
            Virginia Boulet

         /s/ Ernest Butler, Jr.
         _________________________          Director         May 22, 1995
           Ernest Butler, Jr.


         _________________________          Director         ______, 1995
            Calvin Czeschin

         /s/ James B. Gardner
         _________________________          Director         May 22, 1995
            James B. Gardner

         /s/ W. Bruce Hanks
         _________________________          Director         May 22, 1995
             W. Bruce Hanks

         /s/ R. L. Hargrove, Jr.
         _________________________          Director         May 22, 1995
          R. L. Hargrove, Jr.

         /s/ Johnny Hebert
         _________________________          Director         May 22, 1995
             Johnny Hebert

         /s/ R. Earl Hogan
         _________________________          Director         May 22, 1995
             F. Earl Hogan

         /s/ C. G. Melville, Jr.
         _________________________          Director         May 22, 1995
          C. G. Melville, Jr.

         /s/ Harvey P. Perry
         _________________________          Director         May 22, 1995
            Harvey P. Perry

         /s/ Jim D. Reppond
         _________________________          Director         May 22, 1995
             Jim D. Reppond
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20175}]
{"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": "033-60061", "film-number": "95545659"}, "business-address": {"street1": "P O BOX 4065", "street2": "100 CENTURY PARK DRIVE", "city": "MONROE", "state": "LA", "zip": "71211-4065", "phone": "3183889500"}, "mail-address": {"street1": "P O BOX 4065", "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 Securities and Exchange Commission on June 7, 1995.
                                                Registration No. 33-________

                       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)
                               __________________

                      CENTURY TELEPHONE ENTERPRISES, INC.
                        1995 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)
                               __________________

        Harvey P. Perry, Esq.                            COPY TO
  Senior Vice President, General Counsel              Margaret F. Murphy
            and Secretary                   Jones, Walker, Waechter, Poitevent,
   Century Telephone Enterprises, Inc.             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
Per Unit
Price
Fee
              Registered
   __________________________________________________________________________________________________________
Common Stock               2,000,000 shares       $28.50
$57,000,000        $19,655.17

       Preferred Stock Purchase    
         Rights
2,000,000 rights
$100
__________________________________________________________________________________________________________
Upon a stock split,  stock dividend or similar transaction in the future
       and during the effectiveness  of  this  Registration Statement involving
       Common Stock of the Company, the number of  shares  registered  shall be
       automatically  increased  to  cover  the additional shares in accordance
       with Rule 416(a) under the Securities Act of 1933.
Estimated  solely for the purpose of calculating  the  registration  fee
       pursuant to Rules 457(c) and (h).
The average  of  the high and low price per share of Common Stock on the
       New York Stock Exchange  on June 6, 1995, in accordance with Rule 457(c).
Rights are attached to and  trade  with the Common Stock of the Company.
       Value attributable to such Rights, if  any,  is  reflected in the market
       price  of  the  Common  Stock.   The  fee  paid represents  the  minimum
       statutory fee pursuant to Section 6(b) of the Securities Act of 1933.
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, 1994.

        (b) Century's Quarterly Report on Form 10-Q for the quarter ended March
            31, 1995.

        (c) The  description  of  the  Common  Stock  set  forth  in  Item 5 of
    Century's Current Report on Form 8-K dated June 12, 1991.

        All  reports  filed by Century with the Commission pursuant to Sections
    13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 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,
    except to the extent otherwise provided by Regulation S-K or any other rule
    promulgated by the Commission, be deemed to be incorporated by reference in
    this Registration Statement and to be a part hereof from the date of filing
    of such documents.

    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  9  of Century's  by-laws  (the  "Indemnification
    Bylaw")  provides for mandatory  indemnification  for  current  and  former
    directors and officers of Century to the full 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  Bylaw  ("Indemnification Contracts").  The right to indem-
    nification provided by each 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 corporate  capacities.
    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 thereunder.

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

    Item 7. Exemption From Registration Claimed.

        Not applicable.

    Item 8. Exhibits.

        4.1 Amended and Restated Articles of Incorporation of Century.

        4.2 By-laws of Century as amended through May 23, 1995.

        4.3 Amended and Restated Rights Agreement dated as of November 17, 1986
            between Century   and  the Rights Agent named therein (incorporated
            by reference to  Exhibit 4.1 to Century's Current Report on Form 8-
            K dated December 20, 1988), Amendments thereto dated March 26, 1990
            (incorporated by reference  to  Exhibit  4.1 to Century's Quarterly
            Report on Form 10-Q for the quarter ended  March  31, 1990) and the
            Second  Amendment  thereto dated February 3, 1993 (incorporated  by
            reference to Exhibit  4.12  to  Registrant's  Annual Report on Form
            10-K for the year ended December 31, 1992).

        4.4 1995 Incentive Compensation Plan.

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

        23.1Consent of KPMG Peat Marwick LLP.

        23.2Consent of Counsel (included in Exhibit 5).

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

    Item 9. Undertakings.

        (a) The undersigned registrant hereby undertakes:

            (1) To file,  during  any period in which offers or sales are being
    made, a post-effective amendment  to this registration statement to include
    any material information with respect  to  the  plan  of  distribution  not
    previously  disclosed  in the registration statement or any material change
    to such information in the registration statement.
  
            (2) That, for the  purpose  of  determining any liability under the
    Securities Act of 1933, each such post-effective  amendment shall be deemed
    to  be  a  new  registration statement relating to the  securities  offered
    therein, and the  offering  of such securities at that time shall be deemed
    to be the initial bona fide offering thereof.

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

        (b) The undersigned registrant  hereby undertakes that, for purposes of
    determining any liability under the Securities  Act of 1933, each filing of
    the registrant's annual report pursuant to section  13(a)  or section 15(d)
    of the Securities Exchange Act of 1934 (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.

        (c) Insofar  as  indemnification  for  liabilities  arising  under  the
    Securities  Act  of 1933  may  be  permitted  to  directors,  officers  and
    controlling persons of the registrant pursuant to the foregoing provisions,
    or otherwise, the  registrant  has  been advised that in the opinion of the
    Securities and Exchange Commission such  indemnification  is against public
    policy  as expressed in the Act and is, therefore, unenforceable.   In  the
    event that a claim for indemnification against such liabilities (other than
    the payment  by  the registrant of expenses incurred or paid by a director,
    officer or controlling  person  of the registrant in the successful defense
    of any action, suit or 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 Act and will be governed by  the  final
    adjudication of such issue.
EXHIBIT INDEX

             Exhibit
              Number     Description

               4.1       Amended  and Restated Articles of Incorporation of
                         Century.

               4.2       By-laws of  Century  as  amended  through  May 23,
                         1995.

               4.3       Amended and Restated Rights Agreement dated  as of
                         November  17, 1986 between Century  and the Rights
                         Agent named  therein (incorporated by reference to
                         Exhibit 4.1 to Century's Current Report on Form 8-
                         K dated December  20,  1988),  Amendments  thereto
                         dated March 26, 1990 (incorporated by reference to
                         Exhibit 4.1 to Century's Quarterly Report on  Form
                         10-Q for the quarter ended March 31, 1990) and the
                         Second  Amendment  thereto  dated February 3, 1993
                         (incorporated  by  reference to  Exhibit  4.12  to
                         Registrant's Annual  Report  on  Form 10-K for the
                         year ended December 31, 1992).

               4.4       1995 Incentive Compensation Plan.

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

               23.1      Consent of KPMG Peat Marwick LLP.

               23.2      Consent of Counsel (included in Exhibit 5).

                24       Power of Attorney (included  on the signature page
                         of this Registration Statement).
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
    May 22, 1995.

                                          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     May 22, 1995
           Clarke M. Williams          of Directors

         /s/ Glen F. Post, III
         _________________________  Vice Chairman of the     May 22, 1995
           Glen F. Post, III         Board of Directors, 
                                     President and Chief 
                                      Executive Officer

         /s/ R. Stewart Ewing, Jr.
         _________________________  Senior Vice President    May 22, 1995
         R. Stewart Ewing, Jr.       and Chief Financial 
                                            Officer
                                 (Principal Financial Officer)
         /s/ Murray H. Greer
         _________________________   Controller (Principal   May 22, 1995
            Murray H. Greer           Accounting Officer)

         /s/ William R. Boles, Jr.
         _________________________          Director         May 22, 1995
         William R. Boles, Jr.

         /s/ Virginia Boulet
         _________________________          Director         May 22, 1995
            Virginia Boulet

         /s/ Ernest Butler, Jr.
         _________________________          Director         May 22, 1995
           Ernest Butler, Jr.

         _________________________          Director         ______, 1995
            Calvin Czeschin

         /s/ James B. Gardner
         _________________________          Director         May 22, 1995
            James B. Gardner

         /s/ W. Bruce Hanks
         _________________________          Director         May 22, 1995
             W. Bruce Hanks

         /s/ R. L. Hargrove, Jr.
         _________________________          Director         May 22, 1995
          R. L. Hargrove, Jr.

         /s/ Johnny Hebert
         _________________________          Director         May 22, 1995
             Johnny Hebert

         /s/ R. Earl Hogan
         _________________________          Director         May 22, 1995
             F. Earl Hogan

         /s/ C. G. Melville, Jr.
         _________________________          Director         May 22, 1995
          C. G. Melville, Jr.

         /s/ Harvey P. Perry
         _________________________          Director         May 22, 1995
            Harvey P. Perry

         /s/ Jim D. Reppond
         _________________________          Director         May 22, 1995
             Jim D. Reppond