Mail Stop 0407

      								February 3, 2005

Mr. Kenneth J. Najder
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Ave.
New Orleans, Louisiana 70170-5100

	RE:	CenturyTel, Inc.
      Preliminary Consent Solicitation Statement on Schedule 14A
		Filed January 21, 2005
		File No. 0-50260

Dear Mr. Najder:

      	We have reviewed your filing and have the following
comments.  We have limited our review to the terms of the consent
solicitation.  Where indicated, we think you should revise your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. It appears that your solicitation of consents to the proposed
amendments to the purchase contract agreement may constitute an
offer
of a new security.  In this regard, it appears that unit holders
are
effectively making a new investment decision when considering
whether
to accept units that will:

* be subject to new settlement provisions;
* trade separately on the NYSE; and
* trade under a different CUSIP number.

Please provide us with your legal analysis of why Section 2(a)(3)
and
Rule 145(a) of the Securities Act of 1933 do not apply to this
solicitation or, in the alternative, advise us how you are
complying
with these provisions.  In addition, please tell us why the
solicitation of consents to amend the purchase contract agreement
does not also constitute a tender offer to exchange units subject
to
Regulation 14E and Rule 13e-4 of the Securities Exchange Act of
1934.

2. As currently drafted, your consent solicitation statement is
difficult to read due your overuse of legalese.  For example, your
cover page contains excessive legalese and complicated sentences
that
obscure the nature of the consent solicitation.  As another
example,
your description of the proposed amended provision regarding the
use
of cash proceeds is unclear such that it is difficult to determine
what the proposed change is and its impact on you and your unit
holders.  Please revise this document to clearly and concisely
describe the consent solicitation and its impact on your
consenting
and non-consenting holders.  Consider providing illustrative
examples
of what unit holders will receive upon settlement assuming
hypothetical closing prices of your common stock.

Description of Proposed Amendments, page 1

3. We note in the second full paragraph on page 2 that the company
will settle all purchase contracts held by consenting holders no
later than April 11, 2005.  Please revise to also clearly state
that
the non-consenting holders will be able to continue to participate
in
the May 15, 2005 settlement under the terms of the original
purchase
contract.

4. Please disclose what the "Applicable Market Value" is.

Certain Effects of the Proposed Amendments, page 2

5. Your disclosure indicates that you intend to list the equity
units
of consenting holders on the NYSE.  Please revise to disclose the
status of your efforts to list the equity units and when you
expect
to know whether the NYSE will list the units.  Specifically
address
whether you will be able to advise unit holders of the NYSE`s
decision prior to the expiration date of the consent solicitation.

*    *    *    *

      Please respond to these comments by filing a revised
preliminary consent solicitation statement as appropriate.  When
you
respond, please furnish a cover letter that keys your responses to
our comments.  If you believe that compliance with our comments is
not appropriate, please provide the basis for your view in your
response letter, which you should file electronically on EDGAR
under
the tag "CORRESP".  Please also note the location of any material
changes made in the materials for reasons other than in response
to
specific staff comments.  Also, note the requirements of Rule 14a-
6(h) of Regulation 14A and Rule 310 of Regulation S-T.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please contact Reginald A. Norris, Staff Attorney, at (202)
942-2875 or me at (202) 942-1990 with any other questions.


							Sincerely,



							Michele M. Anderson
							Legal Branch Chief


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Mr. Kenneth J. Najder
February 3, 2005
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