EXHIBIT 10.2

                                 AMENDMENT NO. 1
                                       to
                             Stock Option Agreement
                         (Dated as of December 29, 1992)


          AMENDMENT  NO.  1,  dated  as of May 22,  1995,  to the  Stock  Option
Agreement  dated as of December 29, 1992, (the  "Incentive  Agreement"),  by and
between Century Telephone Enterprises,  Inc. (the "Company") and the undersigned
officer of the Company specified below:

                                   WITNESSETH:

         WHEREAS,  on May 22, 1995 the  Compensation  Committee  of the Board of
Directors of the Company  duly  authorized  management  of the Company to delete
from each incentive  compensation agreement between the Company and its officers
any provision that limits the benefits payable thereunder in any manner designed
to limit or avoid the  imposition  of excise taxes under Section 280G or 4999 of
the Internal Revenue Code of 1986, as amended; and

         WHEREAS, the Incentive Agreement contains such a provision;

         NOW, THEREFORE, the parties agree as follows:

         1. The force and effect of Section 6.02 of the Incentive  Agreement and
all rights and obligations  arising thereunder are hereby terminated and revoked
in their  entirety as of the date  hereof,  and all  references  to such section
contained elsewhere in the Incentive Agreement shall be disregarded.

         2.  Subject to  Section  1, all  remaining  sections  of the  Incentive
Agreement are, and shall continue to be, in full force and effect and are hereby
ratified and confirmed in all respects.


         IN WITNESS  WHEREOF,  the undersigned have duly executed this Amendment
to take effect as of the date indicated above.

                                   CENTURY TELEPHONE ENTERPRISES, INC.

                                   By:_________________________________
                                              Ray B. Finney 
                                      Vice President - Human Resources


                                      _________________________________