Exhibit 3.3

                                CENTURYTEL, INC.

                         CORPORATE GOVERNANCE GUIDELINES
                     (as amended through February 22, 2005)

1.   Director Qualifications

     The Board will have a majority of independent directors. The Nominating
and Corporate Governance Committee is responsible for reviewing with the Board,
on an annual basis, the requisite skills and characteristics of new Board
members as well as the composition of the Board as a whole. This assessment will
include members' independence qualifications, as well as consideration of
diversity, age, character, skills and experience in the context of the needs of
the Board. All directors must meet any additional qualifications established
under the Company's organizational documents. It is the general sense of the
Board that no more than two management directors should serve on the Board.

     Nominees for directorship will be selected in accordance with the
qualifications and criteria described in these guidelines, as well as the
policies and principles in the Committee's charter and any selection guidelines
or criteria adopted thereunder. The invitation to join the Board should be
extended on behalf of the full Board by the Chairman of the Nominating and
Corporate Governance Committee and the Chairman of the Board.

     The Board expects directors who change the job or responsibility they
held when they were elected to the Board to volunteer to resign from the Board.
It is not the sense of the Board that in every such instance the director should
necessarily leave the Board. There should, however, be an opportunity for the
Board, following a review by the Nominating and Corporate Governance Committee,
to determine the continued appropriateness of Board membership under the
circumstances.

     No director may serve on more than two other unaffiliated public
company boards, unless this prohibition is waived by the Board. Directors should
advise the Chairman of the Board and the Chairman of the Nominating and
Corporate Governance Committee in advance of accepting an invitation to serve on
another public company board. No director may be appointed or nominated to a new
term if he or she would be age 72 or older at the time of the election or
appointment.

     The Board does not believe it should establish term limits. While term
limits could help insure that there are fresh ideas and viewpoints available to
the Board, they hold the disadvantage of losing the contribution of directors
who have been able to develop, over a period of time, increasing insight into
the Company and its operations and, therefore, provide an increasing
contribution to the Board as a whole. As an alternative to term limits, the
Nominating and Corporate Governance Committee will review each director's
continuation on the Board every three years. This will allow each director the
opportunity to conveniently confirm his or her desire to continue as a member of
the Board.

     Directors will be deemed to be "independent" if (i) the Board
affirmatively confirms that neither the director nor any organization with which
the director is affiliated receives any payments from the Company other than
Permissible Directors Compensation (as defined below) and (ii) none of the
disqualifying events or conditions specified in Rule 303A(2)(b) of the NYSE
Listed Company Manual apply to the director. For purposes hereof, "Permissible
Directors Compensation" means (i) director and committee fees, (ii)
reimbursement for an annual physical, continuing education, travel and other
out-of-pocket expenses in accordance with the Company's applicable policies and
(iii) a pension or other form of deferred compensation for prior service,
provided such compensation is not contingent in any way on continued service.
The Board may make determinations or interpretations under this paragraph,
provided that they are consistent with the foregoing standards.

     Once the Board has determined that a director is independent, the
director may not engage in any transaction with the Company, either directly or
indirectly through an immediate family member or related entity, without such
transaction being approved by the Board.

2.   Director Responsibilities

     The basic responsibility of the directors is to exercise their business
judgment to act in what they reasonably believe to be in the best interests of
the Company and its shareholders. In discharging that obligation, directors
should be entitled to rely on the honesty and integrity of the Company's senior
executives and its outside advisors and auditors. The directors shall also be
entitled to have the Company purchase reasonable directors' and officers'
liability insurance on their behalf, to the benefits of indemnification to the
fullest extent permitted by law and the Company's articles of incorporation,
by-laws and any indemnification agreements, and to exculpation as provided by
state law and the Company's articles of incorporation.

     Directors are expected to attend Board meetings and meetings
of committees on which they serve, and to spend the time needed and meet as
frequently as necessary to properly discharge their responsibilities.
Information and data that are important to the Board's understanding of the
business to be conducted at a Board or committee meeting should generally be
distributed in writing to the directors before the meeting, and directors should
review these materials in advance of the meeting.

     The Board has no policy with respect to the separation of the offices
of Chairman and the Chie Executive Officer. The Board believes that this issue
is part of the succession planning process and that it is in the best interests
of the Company for the Board to make a determination when it elects a new chief
executive officer.

     The Chairman will establish the agenda for each Board meeting. Each
Board member is free to suggest the inclusion of items on the agenda. Each Board
member is free to raise at any Board meeting subjects that are not on the agenda
for that meeting. The Board will review the Company's long-term strategic plans
and the principal issues that the Company will face in the future during at
least one Board meeting each year.

     The non-management directors will meet in executive session at least
quarterly. The director who presides at each of these meetings will be an
independent director chosen annually by the non-management directors, and will
be disclosed in the annual proxy statement.

     The Board believes that management speaks for the Company. Individual
Board members may, from time to time, meet or otherwise communicate with various
constituencies that are involved with the Company. However, it is expected that
Board members would do this with the knowledge of the management and, absent
unusual circumstances or as contemplated by the committee charters, only at the
request of management.

3.   Board Committees

     The Board will have at all times an Audit Committee, a Compensation
Committee and a Nominating and Corporate Governance Committee. All of the
members of these committees will be independent directors, as defined in Section
1 above.

     Committee members will be appointed by the Board upon recommendation of
the Nominating and Corporate Governance Committee with consideration of the
desires of individual directors. It is the sense of the Board that consideration
should be given to rotating committee members periodically, but the Board does
not believe that rotation should be mandated as a policy. Any appointments or
removals of committee members will be made by the Board in accordance with the
Company's bylaws.

     Each key committee will have its own charter. The charters will set
forth the purposes, goals and responsibilities of the committees as well as
qualifications for committee membership, procedures for committee member
appointment and removal, committee structure and operations and committee
reporting to the Board. The charters will also provide that each key committee
will annually evaluate its performance.

     The Chair of each committee, in consultation with the committee members,
will determine the frequency and length of the committee meetings consistent
with any requirements set forth in the committee's charter. The Chair of each
committee, in consultation with members of the committee and others specified in
the committee's charter, will develop the committee's agenda.

     The Board and each committee have the power to hire independent legal,
financial or other advisors as they may deem necessary, without consulting or
obtaining the approval of any officer of the Company in advance.

     Each committee may meet in executive session as often as it deems
appropriate, and shall have the power to obtain and review any information that
the committee deems necessary to perform the functions described in its charter.

     The Board may, from time to time, establish or maintain additional
committees as necessary or appropriate.

4.   Director Access to Officers and Employees

     Directors have full and free access to officers and employees of the
Company. Any meetings or contacts that a director wishes to initiate may be
arranged through the CEO or the Secretary or directly by the director. The
directors will use their judgment to ensure that any such contact is not
disruptive to the business operations of the Company and will, to the extent not
inappropriate, copy the CEO on any written communications between a director and
an officer or employee of the Company.

     The Board welcomes regular attendance at each Board meeting of senior
officers of the Company. If the CEO wishes to have additional Company personnel
attendees on a regular basis, this suggestion should be brought to the Board for
approval.

5.   Director Compensation

     The form and amount of director compensation will be determined by the
Nominating and Corporate Governance Committee in accordance with the policies
and principles set forth in its charter, and such Committee will conduct an
annual review of director compensation. The Nominating and Corporate Governance
Committee will consider whether directors' independence may be jeopardized if
director compensation and perquisites exceed customary levels, or if the Company
makes substantial charitable contributions to organizations with which a
director is affiliated.

6.   Director Orientation and Continuing Education

     The Nominating and Corporate Governance Committee shall maintain an
Orientation Program for new directors. All new directors must participate in the
Company's Orientation Program, which should be conducted as soon as practicable
after new directors are elected or appointed. This orientation may include
presentations by senior management to familiarize new directors with the
Company's strategic plans, its significant financial, accounting and risk
management issues, its corporate compliance programs (which include its code of
business conduct and ethics), its principal officers, and its internal and
independent auditors. All other directors are also invited to attend the
Orientation Program.

     The Company will also maintain a Continuing Education Program for
directors, pursuant to which it will endeavor to periodically update directors
on industry, technological and regulatory developments, and to provide adequate
resources to support directors in understanding the Company's business and
matters to be acted upon at board and committee meetings.

7.   CEO Evaluation and Management Succession

     The Nominating and Corporate Governance Committee will conduct an annual
review of the CEO's performance. The Nominating and Corporate Governance
Committee will provide a report of its findings to the Board of Directors (with
appropriate recusals of the CEO and other management directors, as necessary) to
enable the Board to ensure that the CEO is providing the best leadership for the
Company in the long- and short-term.

     The Nominating and Corporate Governance Committee should report
periodically to the Board on succession planning. The entire Board will consult
periodically with the Nominating and Corporate Governance Committee regarding
potential successors to the CEO. The CEO should at all times make available his
or her recommendations and evaluations of potential successors, along with a
review of any development plans recommended for such individuals.

8.   Annual Performance Evaluation

     The Board of Directors will conduct an annual self-evaluation to determine
whether it and its committees are functioning effectively. The Nominating and
Corporate Governance Committee will receive comments from all directors and
report annually to the Board with an assessment of the Board's performance,
which will be discussed with the full Board. The assessment will focus on the
Board's contribution to the Company and specifically focus on areas in which the
Board or management believes that the Board could improve.

9.   Standards of Business Conduct and Ethics

     All of the Company's directors, officers and employees are required to
abide by the Company's long-standing Corporate Compliance Program, which
includes standards of business conduct and ethics. The Company's program and
related procedures cover all areas of professional conduct, including employment
policy, conflicts of interests, protection of confidential information, as well
as strict adherence to all laws and regulations applicable to the conduct of the
Company's business.

     Any waiver of the Company's policies, principles or guidelines relating to
business conduct or ethics for executive officers or directors may be made only
by the Audit Committee, and will be promptly disclosed as required by law or
stock exchange regulation.



                              * * * * * * * * * *


o    Originally adopted by the Nominating and Corporate Governance Committee
     and the Board of Directors on February 17, 2003 and February 25, 2003,
     respectively.

o    Sections 1, 3, 6 and 7 amended by the Nominating and Corporate
     Governance Committee and the Board of Directors on November 18, 2003
     and November 20, 2003, respectively.

o    Sections 1, 3 and 9 amended by the Nominating and Corporate Governance
     Committee and the Board of Directors on February 19, 2004 and February
     25, 2004, respectively.

o    Section 1 amended by the Nominating and Corporate Governance Committee
     and the Board of Directors on February 18, 2005 and February 22, 2005,
     respectively.