As filed with the United States Securities and Exchange Commission on November
19, 1999.
                                                   Registration No. 333-_______

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


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                             __________________




                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

                             __________________


                              CENTURYTEL, 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)
                             __________________


                              CENTURYTEL, INC.
                       SUPPLEMENTAL DOLLARS & SENSE 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
        CenturyTel, 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
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                 |      Amount      |   Proposed Maximum   |    Proposed Maximum    |    Amount of
     Title of  Each Class of     |       to be      |    Offering Price    |   Aggregate Offering   |  Registration
   Securities to be Registered   |    Registered    |       Per Unit       |         Price          |       Fee
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>                <C>                    <C>                      <C>
Deferred Compensation            |    $2,500,000    |          100%        |    $2,500,000 (2)      |    $695.00
Obligations(1)                   |                  |                      |                        |
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The  Deferred   Compensation   Obligations  are  unsecured  obligations  of
    CenturyTel, Inc. to pay deferred  compensation in  the future in accordance
    with the terms of the CenturyTel, Inc. Supplemental Dollars & Sense Plan.
(2) Estimated solely for the purpose of determining the registration fee.


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

<PAGE>
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (a)   CenturyTel's  Annual  Report on Form 10-K for the fiscal year ended
            December 31, 1998.

      (b)   CenturyTel's Quarterly  Reports on Form 10-Q for the quarters ended
            March 31, June 30 and September 30, 1999.

      (c)   CenturyTel's Current Reports  on  Form 8-K filed February 26, 1999,
            February 26, 1999, April 30, 1999, May 28, 1999, July 9, 1999, July
            9, 1999, July 29, 1999, August 25, 1999 and November 2, 1999.

      All  documents  filed  by  CenturyTel  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.

      The following description of the  securities  offered hereby is qualified
by  reference  to  the  Registrant's Supplemental Dollars  &  Sense  Plan  (the
"Plan"), filed as an exhibit to this Registration Statement.

      Under the Plan, the  Registrant  will provide eligible employees with the
opportunity to defer a specified percentage  of their future cash compensation.
The  obligations  of  the  Registrant  under  the  Plan,   as  described  below
(collectively, the "Obligations"), will be unsecured general obligations of the
Registrant  to pay the deferred compensation in the future in  accordance  with
the terms of  the  Plan,  and  will  rank  equally  with  other  unsecured  and
unsubordinated indebtedness of the Registrant from time to time outstanding and
payable from the general assets of the Registrant.

      The  amount  of  salary  and  bonus  to be deferred by each participating
employee  (a  "Participant")  and  the  related matching  contribution  of  the
Participant's employer will be determined  in accordance with the Plan based on
elections  by  each  Participant.   This  Registration   Statement  relates  to
$2,500,000  in  deferred  compensation.   Each Obligation will  be  treated  as
invested in one or more investment funds chosen by each Participant from a list
of  investment  funds  designated  by the Company.   The  Obligations  will  be
adjusted to reflect the investment experience, whether positive or negative, of
the selected investment fund(s), including  any  appreciation  or depreciation.
The Obligations will be payable to participants upon termination of employment.

      The  Plan  is  not  required  to be funded and the amount of compensation
deferred by each Participant is subject  to  all  the risks of the Registrant's
business and may be deposited, invested or expended in any manner whatsoever by
the Registrant.  The Registrant has chosen to establish  a  "rabbi  trust" (the
"Trust")  for  the  purpose of funding the Obligations and Merrill Lynch  Trust
Company, FSB serves as trustee.  Participants and their beneficiaries, however,

<PAGE>

have no secured interest or special claim to the assets of the trust, which are
subject  to the payment  of  claims  of  creditors  of  the  Company  upon  the
insolvency or bankruptcy of the Company.

      The Obligations are not subject to redemption, in whole or in part, prior
to payment  following  termination  of employment of Participants, although the
Obligations  could  be  redeemed in case  of  termination  of  the  Plan.   The
Registrant reserves the right  to  amend  or  terminate  the  Plan at any time,
except  that  no  such  amendment or termination shall impair the rights  of  a
Participant previously accrued.

      The  Obligations  are  not  convertible  into  another  security  of  the
Registrant.  The Obligations  will  not  have the benefit of any affirmative or
negative covenant on the part of the Registrant.  The trustee of the Trust does
not have the authority to take action with  respect to the Obligations and each
Participant will be responsible for acting independently with respect to, among
other things, the making of elections and the giving of notices.

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.  CenturyTel 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 CenturyTel, regardless of whether
CenturyTel has the legal authority to indemnify the insured person against such
liability.


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

      CenturyTel's  Articles  of  Incorporation  authorize  it  to  enter  into
contracts  with  directors  and  officers  providing for indemnification to the
fullest extent permitted by law.  CenturyTel  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.

      CenturyTel 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,  CenturyTel  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 CenturyTel 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
CenturyTel pursuant to the foregoing  provisions,  or otherwise, CenturyTel 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.

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      4     Supplemental  Dollars & Sense Plan (incorporated  by  reference  to
            Exhibit 10.1(q)  of the Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1998).

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

      23.1  Consent of KPMG LLP.

      23.2  Consent of Counsel (included in Exhibit 5).

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

ITEM 9. UNDERTAKINGS.

      1.    The undersigned registrant hereby undertakes:

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

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

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

                  (iii) To include any material information with respect to the
plan of distribution not  previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

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

            (b)   That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment  shall  be deemed to
be a new registration statement relating to the securities offered herein,  and
the  offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

      (2)   The  undersigned registrant hereby undertakes that, for purposes of
determining any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and, where applicable,  each  filing  of  an
employee  benefit plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement  shall be deemed to be  a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may  be permitted to directors, officers and controlling
persons of the registrant pursuant  to  the foregoing provisions, or otherwise,
the  registrant has been advised that in the  opinion  of  the  Securities  and
Exchange  Commission such indemnification is against public policy as expressed
in the Act  and  is,  therefore,  unenforceable.  In the event that a claim for
indemnification  against  such liabilities  (other  than  the  payment  by  the
registrant of expenses incurred  or  paid by a

<PAGE>

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.


<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 November 18,
1999.

                                          CENTURYTEL, INC.



                                          By:       /S/ Glen F. Post, III
                                             --------------------------------
                                                      Glen F. Post, III
                                                Vice Chairman of the Board of
                                                  Directors, President and
                                                   Chief Executive Officer

                               POWER OF ATTORNEY

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

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


          Signature                     Title                     Date
          ---------                     -----                     ----

/S/ Clarke M. Williams         Chairman of the Board         November 18, 1999
-------------------------          of Directors
  Clarke M. Williams


/S/ Glen F. Post, III       Vice Chairman of the Board       November 18, 1999
-------------------------   of Directors, President and
   Glen F. Post, III           Chief Executive Officer


/S/ R. Stewart Ewing, Jr.  Senior Vice President and Chief   November 18, 1999
-------------------------       Financial Officer
  R. Stewart Ewing, Jr.    (Principal Financial Officer)


/S/ Neal A. Sweasy         Vice President and Controller     November 18, 1999
-------------------------  (Principal Accounting Officer)
    Neal A. Sweasy


/S/ Harvey P. Perry                 Director                 November 18, 1999
-------------------------
  Harvey P. Perry

<PAGE>

/S/ W. Bruce Hanks                  Director                 November 18, 1999
-------------------------
  W. Bruce Hanks


/S/ William R. Boles, Jr.           Director                 November 18, 1999
-------------------------
   William R. Boles, Jr.


/S/ Virginia Boulet                 Director                 November 18, 1999
-------------------------
   Virginia Boulet


/S/ Ernest Butler, Jr.              Director                 November 18, 1999
-------------------------
   Ernest Butler, Jr.


/S/ Calvin Czeschin                 Director                 November 18, 1999
-------------------------
   Calvin Czeschin


/S/ James B. Gardner                Director                 November 18, 1999
-------------------------
  James B. Gardner


/S/ R. L. Hargrove, Jr.             Director                 November 18, 1999
-------------------------
   R. L. Hargrove, Jr.


                                    Director
-------------------------
  Johnny Hebert


/S/ F. Earl Hogan                   Director                 November 18, 1999
-------------------------
   F. Earl Hogan


/S/ C. G. Melville, Jr.             Director                 November 18, 1999
-------------------------
  C. G. Melville, Jr.


/S/ Jim D. Reppond                  Director                 November 18, 1999
-------------------------
   Jim D. Reppond
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21213}]
{"company-data": {"conformed-name": "CENTURYTEL 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": "333-91351", "film-number": "99761439"}, "business-address": {"street1": "P O BOX 4065", "street2": "100 CENTURY PARK DR", "city": "MONROE", "state": "LA", "zip": "71203", "phone": "3183889000"}, "mail-address": {"street1": "100 CENTURY PARK DR", "street2": "P O BOX 4065", "city": "MONROE", "state": "LA", "zip": "71203"}, "former-company": [{"former-conformed-name": "CENTURY TELEPHONE ENTERPRISES INC", "date-changed": "19920703"}, {"former-conformed-name": "CENTRAL TELEPHONE & ELECTRONICS CORP", "date-changed": "19720512"}]}
As filed with the United States Securities and Exchange Commission on November
19, 1999.
                                                   Registration No. 333-_______

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

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                             __________________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

                             __________________

                              CENTURYTEL, 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)
                             __________________

                              CENTURYTEL, INC.
                       SUPPLEMENTAL DOLLARS & SENSE 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
        CenturyTel, 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   |    Registered    |       Per Unit       |         Price          |       Fee
-------------------------------------------------------------------------------------------------------------------
Deferred Compensation            |    $2,500,000    |          100%        |    $2,500,000 (2)      |    $695.00
Obligations(1)                   |                  |                      |                        |
-------------------------------------------------------------------------------------------------------------------
(1) The  Deferred   Compensation   Obligations  are  unsecured  obligations  of
    CenturyTel, Inc. to pay deferred  compensation in  the future in accordance
    with the terms of the CenturyTel, Inc. Supplemental Dollars & Sense Plan.
(2) Estimated solely for the purpose of determining the registration fee.

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

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (a)   CenturyTel's  Annual  Report on Form 10-K for the fiscal year ended
            December 31, 1998.

      (b)   CenturyTel's Quarterly  Reports on Form 10-Q for the quarters ended
            March 31, June 30 and September 30, 1999.

      (c)   CenturyTel's Current Reports  on  Form 8-K filed February 26, 1999,
            February 26, 1999, April 30, 1999, May 28, 1999, July 9, 1999, July
            9, 1999, July 29, 1999, August 25, 1999 and November 2, 1999.

      All  documents  filed  by  CenturyTel  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.

      The following description of the  securities  offered hereby is qualified
by  reference  to  the  Registrant's Supplemental Dollars  &  Sense  Plan  (the
"Plan"), filed as an exhibit to this Registration Statement.

      Under the Plan, the  Registrant  will provide eligible employees with the
opportunity to defer a specified percentage  of their future cash compensation.
The  obligations  of  the  Registrant  under  the  Plan,   as  described  below
(collectively, the "Obligations"), will be unsecured general obligations of the
Registrant  to pay the deferred compensation in the future in  accordance  with
the terms of  the  Plan,  and  will  rank  equally  with  other  unsecured  and
unsubordinated indebtedness of the Registrant from time to time outstanding and
payable from the general assets of the Registrant.

      The  amount  of  salary  and  bonus  to be deferred by each participating
employee  (a  "Participant")  and  the  related matching  contribution  of  the
Participant's employer will be determined  in accordance with the Plan based on
elections  by  each  Participant.   This  Registration   Statement  relates  to
$2,500,000  in  deferred  compensation.   Each Obligation will  be  treated  as
invested in one or more investment funds chosen by each Participant from a list
of  investment  funds  designated  by the Company.   The  Obligations  will  be
adjusted to reflect the investment experience, whether positive or negative, of
the selected investment fund(s), including  any  appreciation  or depreciation.
The Obligations will be payable to participants upon termination of employment.

      The  Plan  is  not  required  to be funded and the amount of compensation
deferred by each Participant is subject  to  all  the risks of the Registrant's
business and may be deposited, invested or expended in any manner whatsoever by
the Registrant.  The Registrant has chosen to establish  a  "rabbi  trust" (the
"Trust")  for  the  purpose of funding the Obligations and Merrill Lynch  Trust
Company, FSB serves as trustee.  Participants and their beneficiaries, however,
have no secured interest or special claim to the assets of the trust, which are
subject  to the payment  of  claims  of  creditors  of  the  Company  upon  the
insolvency or bankruptcy of the Company.

      The Obligations are not subject to redemption, in whole or in part, prior
to payment  following  termination  of employment of Participants, although the
Obligations  could  be  redeemed in case  of  termination  of  the  Plan.   The
Registrant reserves the right  to  amend  or  terminate  the  Plan at any time,
except  that  no  such  amendment or termination shall impair the rights  of  a
Participant previously accrued.

      The  Obligations  are  not  convertible  into  another  security  of  the
Registrant.  The Obligations  will  not  have the benefit of any affirmative or
negative covenant on the part of the Registrant.  The trustee of the Trust does
not have the authority to take action with  respect to the Obligations and each
Participant will be responsible for acting independently with respect to, among
other things, the making of elections and the giving of notices.

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.  CenturyTel 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 CenturyTel, regardless of whether
CenturyTel has the legal authority to indemnify the insured person against such
liability.

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

      CenturyTel's  Articles  of  Incorporation  authorize  it  to  enter  into
contracts  with  directors  and  officers  providing for indemnification to the
fullest extent permitted by law.  CenturyTel  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.

      CenturyTel 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,  CenturyTel  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 CenturyTel 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
CenturyTel pursuant to the foregoing  provisions,  or otherwise, CenturyTel 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     Supplemental  Dollars & Sense Plan (incorporated  by  reference  to
            Exhibit 10.1(q)  of the Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1998).

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

      23.1  Consent of KPMG LLP.

      23.2  Consent of Counsel (included in Exhibit 5).

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

ITEM 9. UNDERTAKINGS.

      1.    The undersigned registrant hereby undertakes:

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

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

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

                  (iii) To include any material information with respect to the
plan of distribution not  previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

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

            (b)   That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment  shall  be deemed to
be a new registration statement relating to the securities offered herein,  and
the  offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

      (2)   The  undersigned registrant hereby undertakes that, for purposes of
determining any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and, where applicable,  each  filing  of  an
employee  benefit plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement  shall be deemed to be  a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may  be permitted to directors, officers and controlling
persons of the registrant pursuant  to  the foregoing provisions, or otherwise,
the  registrant has been advised that in the  opinion  of  the  Securities  and
Exchange  Commission such indemnification is against public policy as expressed
in the Act  and  is,  therefore,  unenforceable.  In the event that a claim for
indemnification  against  such liabilities  (other  than  the  payment  by  the
registrant of expenses incurred  or  paid by a
director,  officer  or  controlling  person of the registrant in the successful
defense  of  any  action,  suit  or proceedings) is asserted by  such director,
officer  or   controlling  person  in  connection  with  the  securities  being
registered,  the registrant will, unless in the  opinion  of  its  counsel  the
matter  has  been  settled  by  controlling precedent,  submit  to  a court  of
appropriate  jurisdiction  the  question  of whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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 November 18,
1999.

                                          CENTURYTEL, INC.

                                          By:       /S/ Glen F. Post, III
                                             --------------------------------
                                                      Glen F. Post, III
                                                Vice Chairman of the Board of
                                                  Directors, President and
                                                   Chief Executive Officer

                               POWER OF ATTORNEY

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

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

          Signature                     Title                     Date
          ---------                     -----                     ----

/S/ Clarke M. Williams         Chairman of the Board         November 18, 1999
-------------------------          of Directors
  Clarke M. Williams

/S/ Glen F. Post, III       Vice Chairman of the Board       November 18, 1999
-------------------------   of Directors, President and
   Glen F. Post, III           Chief Executive Officer

/S/ R. Stewart Ewing, Jr.  Senior Vice President and Chief   November 18, 1999
-------------------------       Financial Officer
  R. Stewart Ewing, Jr.    (Principal Financial Officer)

/S/ Neal A. Sweasy         Vice President and Controller     November 18, 1999
-------------------------  (Principal Accounting Officer)
    Neal A. Sweasy

/S/ Harvey P. Perry                 Director                 November 18, 1999
-------------------------
  Harvey P. Perry
/S/ W. Bruce Hanks                  Director                 November 18, 1999
-------------------------
  W. Bruce Hanks

/S/ William R. Boles, Jr.           Director                 November 18, 1999
-------------------------
   William R. Boles, Jr.

/S/ Virginia Boulet                 Director                 November 18, 1999
-------------------------
   Virginia Boulet

/S/ Ernest Butler, Jr.              Director                 November 18, 1999
-------------------------
   Ernest Butler, Jr.

/S/ Calvin Czeschin                 Director                 November 18, 1999
-------------------------
   Calvin Czeschin

/S/ James B. Gardner                Director                 November 18, 1999
-------------------------
  James B. Gardner

/S/ R. L. Hargrove, Jr.             Director                 November 18, 1999
-------------------------
   R. L. Hargrove, Jr.

                                    Director
-------------------------
  Johnny Hebert

/S/ F. Earl Hogan                   Director                 November 18, 1999
-------------------------
   F. Earl Hogan

/S/ C. G. Melville, Jr.             Director                 November 18, 1999
-------------------------
  C. G. Melville, Jr.

/S/ Jim D. Reppond                  Director                 November 18, 1999
-------------------------
   Jim D. Reppond