EXHIBIT 10.3
                                AMENDMENTS TO THE
                       CENTURY TELEPHONE ENTERPRISES, INC.
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

STATE OF LOUISIANA

PARISH OF OUACHITA

      BE IT KNOWN, that on this 1st day of January, 1997, before me,
a Notary Public, duly commissioned and qualified in and for the Parish of
Ouachita, State of Louisiana, therein residing and in the presence of the
undersigned witnesses:

      PERSONALLY CAME AND APPEARED:

      CENTURY TELEPHONE ENTERPRISES, INC., represented herein by its Senior Vice
President and Chief Financial Officer, R. Stewart Ewing, Jr., as Settlor and
Employer, which hereby executes the following amendments to the Century
Telephone Enterprises, Inc. Employee Stock Ownership Plan and Trust, such
amendments to be effective as of January 1, 1997:

      Insert the following as Section 5.5:

      1.    "5.5  AGE 65 DISTRIBUTIONS.
 
            Upon the attainment of the age of 65 years, a Participant shall be
            entitled to elect a distribution of all or a portion of his Account
            in the Plan. A Participate who elects to receive a distribution
            pursuant to this Section 5.5 shall continue to be eligible to
            participate in the Plan on the same basis as any other Participant."

      2.    Renumber Sections 5.5 and 5.6 as Sections 5.6 and 5.7, respectively.

      3.    Revise the Table of Contents of the Plan in accordance with the
            above, as follows:

            SECTION 5.......................................................29
                  BENEFITS PAYABLE AFTER NORMAL RETIREMENT..................29
                    5.1  Optional Methods of Payment Available 
                         at Retirement .....................................29
                    5.2  Manner of Payment Following Commencement of
                         Payments...........................................30
                    5.3  Required Beginning Date............................30
                    5.4  Determination of Amount to be Distributed 
                         Each Year..........................................30



                    5.5  Age 65 Distributions...............................30
                    5.6  Definitions........................................31
                    5.7  Small Accounts.....................................31

      THUS DONE AND SIGNED on the day first above shown, in the presence of the
undersigned competent witnesses, who hereunto sign their names with the said
appearer and me, Notary, after reading of the whole.

WITNESSES:                                CENTURY TELEPHONE ENTERPRISES, INC.

/s/ Linda Vaughn                          BY: /s/ R. Stewart Ewing, Jr.
_____________________________                 ______________________________
                                              R. Stewart Ewing, Jr.
                                              Senior Vice President and 
                                              Chief Financial Officer
/s/ Bette B. Watts
_____________________________


                               /s/ Billy R. Temple
                             ______________________
                                  NOTARY PUBLIC



                    ACCEPTANCE OF AMENDMENTS BY THE TRUSTEE

STATE OF LOUISIANA

PARISH OF OUACHITA


      On this 25th day of June, 1997,

      BEFORE ME, a Notary Public, and in the presence of the undersigned
competent witnesses, personally came and appeared:

                            REGIONS BANK OF LOUISIANA

which declared that it is appearing herein for the purpose of accepting and it
does hereby accept the Amendments to the Century Telephone Enterprises, Inc.
Employee Stock Ownership Plan and Trust adopted the Settlor on the 1st day of
January, 1997.

      THUS DONE AND SIGNED at Monroe, Louisiana, on the date first above
written.

WITNESSES:                                REGIONS BANK OF LOUISIANA

/s/ Linda G. Foss                         BY: /s/ Barry Bledsoe
______________________________                _____________________________
                                                  Barry Bledsoe
                                                  Executive Vice President
/s/ Doris E. Gatlin
_____________________________

                            /s/ Cathy M. Yelverton
                           _________________________
                                  NOTARY PUBLIC