EXHIBIT 10.4

                                 AMENDMENT NO. 1
                                       to
                           Restricted Stock Agreement
                   Under the 1988 Incentive Compensation Plan


         AMENDMENT  NO. 1, dated as of May 22,  1995,  to the  Restricted  Stock
Agreement under the 1988 Incentive  Compensation  Plan,  dated February 23, 1993
(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 3 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. Section 2.3(d) of the Incentive Agreement is hereby amended so that
it reads in its entirety as follows:

             All  restrictions on the Restricted Stock shall immediately lapse
             and the shares shall vest
             *****
             (d) upon the occurrence of any event specified in Section 11.11 of
             the Program or pursuant to any other provision of the Program.

         3. Subject to Sections 1 and 2, 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


                                      _________________________________