As filed with the Securities and Exchange Commission on May 16, 2000.

                                                     Registration No. 333-_____
===============================================================================


                                 UNITED STATES
                      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 JURISDICTION                           (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                            100 CENTURY PARK DRIVE
                            MONROE, LOUISIANA 71203
                       (ADDRESS, INCLUDING ZIP CODE, OF
                         PRINCIPAL EXECUTIVE OFFICES)


               CENTURYTEL, INC. 2000 INCENTIVE COMPENSATION PLAN
                           (FULL TITLE OF THE PLAN)


                                  __________


                                HARVEY P. PERRY
            EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER,
                         GENERAL COUNSEL AND SECRETARY
                               CENTURYTEL, INC.
                            100 CENTURY PARK DRIVE
                            MONROE, LOUISIANA 71203
                                (318) 388-9000
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copy to:

                              MARGARET F. MURPHY
        JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                            201 ST. CHARLES AVENUE
                       NEW ORLEANS, LOUISIANA 70170-5100

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
  Title of securities     |       Amount      | Proposed maximum |  Proposed maximum   |   Amount of
   to be registered       |       to be       |  offering price  |     aggregate       |  registration
                          |    registered(1)  |    per share     |   offering price    |      fee
-------------------------------------------------------------------------------------------------------
<S>                       |<C>                |<C>               |<C>                  |<C>
Common Stock,             |   4,000,000 Shares|      $25.375(2)  |  $101,500,000.00(2) |  $26,796.00(2)
$1 par value per share    |                   |                  |                     |
                          |                   |                  |                     |
Preference Share Purchase |   4,000,000 Rights|       --.---(3)  |            --.--(3) |       --.--(3)
Rights                    |                   |                  |                     |
=======================================================================================================
</TABLE>

(1)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.
(2)Estimated  solely  for  the  purpose  of  calculating  the registration  fee
   pursuant  to  Rule  457(c)  under the Securities Act of 1933,  based on  the
   average of the high and low price  per  share  of  the  Common  Stock on the
   Composite Tape for New York Stock Exchange-Listed Stocks on May 10, 2000.
(3)Preference  Share  Purchase Rights are attached to and trade with the Common
   Stock of the Company.   The  value  attributable  to such Rights, if any, is
   reflected  in  the  market price of such Common Stock.  Because no  separate
   consideration  is paid  for  such  Rights,  the  registration fee  for  such
   securities is included in the fee for such Common Stock.
===============================================================================

<PAGE>

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Annual Report on Form 10-K of the Company for the fiscal year
ended December  31,  1999  filed  pursuant  to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act");

     (b)  The Quarterly Report on Form 10-Q of  the  Company for the fiscal
quarter ended March 31, 2000 filed pursuant to Section  13  of the Exchange
Act;

     (c)  The Current Report on Form 8-K of the Company dated  January  27,
2000 and filed on March 7, 2000 pursuant to Section 13 of the Exchange Act;

     (d)  The  Current  Report  on  Form 8-K of the Company dated April 27,
2000 and filed on April 28, 2000 pursuant  to  Section  13  of the Exchange
Act;

     (e)  The  description of the Common Stock of the Company  included  in
Amendment No. 2  on Form 8-A/A to the Registration Statement on Form 8-A of
the Company filed  on  November 19, 1999 under the Exchange Act relating to
the Common Stock of the Company; and

     (f)  The description  of  the  Preference Share Purchase Rights of the
Company  included in Amendment No. 1 on  Form  8-A/A  to  the  Registration
Statement  on  Form 8-A of the Company filed on November 19, 1999 under the
Exchange Act relating  to  the  Preference  Share  Purchase  Rights  of the
Company.

     All  documents  filed  by  the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d)  of  the Exchange Act subsequent to the
date of this Registration Statement and prior  to  the  filing  of  a post-
effective amendment hereto that indicates that all securities offered  have
been  sold  or that 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 part hereof from the date of filing
of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

                                    II-2
<PAGE>

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 we may indemnify any of our directors,  officers,  employees or agents
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 our right) if
such action arises out of his acts on our behalf and he acted in good faith
not opposed to our best interests, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
We have 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  us,
regardless  of whether we have the legal authority to indemnify the insured
person against such liability.

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

     Our Articles of Incorporation  authorize  us  to  enter into contracts
with directors and officers providing for indemnification  to  the  fullest
extent  permitted  by  law.  We have 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.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                    II-3
<PAGE>

ITEM 8.   EXHIBITS.

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

     23.1 Consent of KPMG LLP.

     23.2 Consent  of  Jones,  Walker, Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P. (included in Exhibit 5).

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

                                    II-4
<PAGE>

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.




                                    II-5
<PAGE>

                                SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant  certifies  that  it has reasonable grounds to believe
that it meets all 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 11, 2000.

                                   CENTURYTEL, INC.



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


                             POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE  PRESENTS  that  each person whose signature
appears 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
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,  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
-------------------------  Director and Chairman of the Board     May 11, 2000
   Clarke M. Williams


/s/ Glen F. Post, III
-------------------------  Director, Vice Chairman of the Board,  May 11, 2000
  Glen F. Post, III        President and Chief Executive Officer
                               (Principal Executive Officer)


/s/ R. Stewart Ewing, Jr.
-------------------------    Executive Vice President             May 11, 2000
 R. Stewart Ewing, Jr.      and Chief Financial Officer
                           (Principal Financial Officer)


/s/ Neil A. Sweasy
-------------------------   Vice President and  Controller        May 11, 2000
 Neil A. Sweasy             (Principal Accounting Officer)


                                        S-1
<PAGE>


  /s/ Harvey P. Perry
-------------------------  Director, Executive Vice President,    May 11, 2000
   Harvey P. Perry           Chief Administrative Officer,
                             General Counsel and Secretary


/s/ W. Bruce Hanks
-------------------------            Director and                 May 11, 2000
   W. Bruce Hanks          Vice President -- Strategic Issues


/s/ William R. Boles, Jr.
-------------------------              Director                   May 11, 2000
 William R. Boles, Jr.


/s/ Virginia Boulet
-------------------------              Director                   May 11, 2000
  Virginia Boulet


/s/ Ernest Butler, Jr.
-------------------------              Director                   May 11, 2000
   Ernest Butler, Jr.



-------------------------              Director                   May __, 2000
   Calvin Czeschin


/s/ James B. Gardner
-------------------------              Director                   May 11, 2000
   James B. Gardner


/s/ R. L. Hargrove, Jr.
-------------------------              Director                   May 11, 2000
  R. L. Hargrove, Jr.


/s/ Johnny Hebert
-------------------------              Director                   May 11, 2000
    Johnny Hebert


/s/ F. Earl Hogan
-------------------------              Director                   May 11, 2000
   F. Earl Hogan


                                        S-2
<PAGE>

/s/ C. G. Melville, Jr.
-------------------------              Director                   May 11, 2000
  C. G. Melville, Jr.


/s/ Jim D. Reppond
-------------------------              Director                   May 11, 2000
   Jim D. Reppond



                                        S-3
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17593}]
{"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": "333-37148", "film-number": "637731"}, "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 Securities and Exchange Commission on May 16, 2000.

                                                     Registration No. 333-_____
===============================================================================

                                 UNITED STATES
                      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 JURISDICTION                           (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                            100 CENTURY PARK DRIVE
                            MONROE, LOUISIANA 71203
                       (ADDRESS, INCLUDING ZIP CODE, OF
                         PRINCIPAL EXECUTIVE OFFICES)

               CENTURYTEL, INC. 2000 INCENTIVE COMPENSATION PLAN
                           (FULL TITLE OF THE PLAN)

                                  __________

                                HARVEY P. PERRY
            EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER,
                         GENERAL COUNSEL AND SECRETARY
                               CENTURYTEL, INC.
                            100 CENTURY PARK DRIVE
                            MONROE, LOUISIANA 71203
                                (318) 388-9000
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copy to:

                              MARGARET F. MURPHY
        JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                            201 ST. CHARLES AVENUE
                       NEW ORLEANS, LOUISIANA 70170-5100

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================
  Title of securities     |       Amount      | Proposed maximum |  Proposed maximum   |   Amount of
   to be registered       |       to be       |  offering price  |     aggregate       |  registration
                          |    registered(1)  |    per share     |   offering price    |      fee
-------------------------------------------------------------------------------------------------------
|
|
|
|
Common Stock,             |   4,000,000 Shares|      $25.375(2)  |  $101,500,000.00(2) |  $26,796.00(2)
$1 par value per share    |                   |                  |                     |
                          |                   |                  |                     |
Preference Share Purchase |   4,000,000 Rights|       --.---(3)  |            --.--(3) |       --.--(3)
Rights                    |                   |                  |                     |
=======================================================================================================
(1)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.
(2)Estimated  solely  for  the  purpose  of  calculating  the registration  fee
   pursuant  to  Rule  457(c)  under the Securities Act of 1933,  based on  the
   average of the high and low price  per  share  of  the  Common  Stock on the
   Composite Tape for New York Stock Exchange-Listed Stocks on May 10, 2000.
(3)Preference  Share  Purchase Rights are attached to and trade with the Common
   Stock of the Company.   The  value  attributable  to such Rights, if any, is
   reflected  in  the  market price of such Common Stock.  Because no  separate
   consideration  is paid  for  such  Rights,  the  registration fee  for  such
   securities is included in the fee for such Common Stock.
===============================================================================
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Annual Report on Form 10-K of the Company for the fiscal year
ended December  31,  1999  filed  pursuant  to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act");

     (b)  The Quarterly Report on Form 10-Q of  the  Company for the fiscal
quarter ended March 31, 2000 filed pursuant to Section  13  of the Exchange
Act;

     (c)  The Current Report on Form 8-K of the Company dated  January  27,
2000 and filed on March 7, 2000 pursuant to Section 13 of the Exchange Act;

     (d)  The  Current  Report  on  Form 8-K of the Company dated April 27,
2000 and filed on April 28, 2000 pursuant  to  Section  13  of the Exchange
Act;

     (e)  The  description of the Common Stock of the Company  included  in
Amendment No. 2  on Form 8-A/A to the Registration Statement on Form 8-A of
the Company filed  on  November 19, 1999 under the Exchange Act relating to
the Common Stock of the Company; and

     (f)  The description  of  the  Preference Share Purchase Rights of the
Company  included in Amendment No. 1 on  Form  8-A/A  to  the  Registration
Statement  on  Form 8-A of the Company filed on November 19, 1999 under the
Exchange Act relating  to  the  Preference  Share  Purchase  Rights  of the
Company.

     All  documents  filed  by  the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d)  of  the Exchange Act subsequent to the
date of this Registration Statement and prior  to  the  filing  of  a post-
effective amendment hereto that indicates that all securities offered  have
been  sold  or that 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 part hereof from the date of filing
of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

                                    II-2
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 we may indemnify any of our directors,  officers,  employees or agents
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 our right) if
such action arises out of his acts on our behalf and he acted in good faith
not opposed to our best interests, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
We have 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  us,
regardless  of whether we have the legal authority to indemnify the insured
person against such liability.

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

     Our Articles of Incorporation  authorize  us  to  enter into contracts
with directors and officers providing for indemnification  to  the  fullest
extent  permitted  by  law.  We have 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.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                    II-3
ITEM 8.   EXHIBITS.

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

     23.1 Consent of KPMG LLP.

     23.2 Consent  of  Jones,  Walker, Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P. (included in Exhibit 5).

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

                                    II-4
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.

                                    II-5
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant  certifies  that  it has reasonable grounds to believe
that it meets all 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 11, 2000.

                                   CENTURYTEL, INC.

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

                             POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE  PRESENTS  that  each person whose signature
appears 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
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,  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
-------------------------  Director and Chairman of the Board     May 11, 2000
   Clarke M. Williams

/s/ Glen F. Post, III
-------------------------  Director, Vice Chairman of the Board,  May 11, 2000
  Glen F. Post, III        President and Chief Executive Officer
                               (Principal Executive Officer)

/s/ R. Stewart Ewing, Jr.
-------------------------    Executive Vice President             May 11, 2000
 R. Stewart Ewing, Jr.      and Chief Financial Officer
                           (Principal Financial Officer)

/s/ Neil A. Sweasy
-------------------------   Vice President and  Controller        May 11, 2000
 Neil A. Sweasy             (Principal Accounting Officer)

                                        S-1
/s/ Harvey P. Perry
-------------------------  Director, Executive Vice President,    May 11, 2000
   Harvey P. Perry           Chief Administrative Officer,
                             General Counsel and Secretary

/s/ W. Bruce Hanks
-------------------------            Director and                 May 11, 2000
   W. Bruce Hanks          Vice President -- Strategic Issues

/s/ William R. Boles, Jr.
-------------------------              Director                   May 11, 2000
 William R. Boles, Jr.

/s/ Virginia Boulet
-------------------------              Director                   May 11, 2000
  Virginia Boulet

/s/ Ernest Butler, Jr.
-------------------------              Director                   May 11, 2000
   Ernest Butler, Jr.

-------------------------              Director                   May __, 2000
   Calvin Czeschin

/s/ James B. Gardner
-------------------------              Director                   May 11, 2000
   James B. Gardner

/s/ R. L. Hargrove, Jr.
-------------------------              Director                   May 11, 2000
  R. L. Hargrove, Jr.

/s/ Johnny Hebert
-------------------------              Director                   May 11, 2000
    Johnny Hebert

/s/ F. Earl Hogan
-------------------------              Director                   May 11, 2000
   F. Earl Hogan

                                        S-2
/s/ C. G. Melville, Jr.
-------------------------              Director                   May 11, 2000
  C. G. Melville, Jr.

/s/ Jim D. Reppond
-------------------------              Director                   May 11, 2000
   Jim D. Reppond

                                        S-3