UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) May 25, 1999


                                CENTURYTEL, INC.
             (Exact name of registrant as specified in its charter)

                       CENTURY TELEPHONE ENTERPRISES, INC.
                   (Former name, if changed since last report)



       Louisiana                    1-7784                     72-0651161
    (State or other            (Commission File              (IRS Employer
    jurisdiction of                 Number)                Identification No.)
    incorporation)

        100 Century Park Drive, Monroe, Louisiana                71203

         (Address of principal executive offices)             (Zip Code)


    Registrant's telephone number, including area code      (318) 388-9500



Item 5.        Other Events.

On March 31, 1999, the Company effected a three-for-two  stock split in the form
of a 50% stock dividend with respect to each share of the Company's common stock
outstanding on March 10, 1999. Under Section 11(n) of the Rights Agreement dated
as of August 27, 1996  between the Company and the Rights  Agent named  therein,
following the stock split each Right entitled the holder thereof to purchase, on
the terms and conditions of the Rights Agreement, 1/225 of a Preference Share at
a purchase price of $48.88 per 1/225 of a Preference Share.

On May 25, 1999,  the Board of Directors of the Company  adopted an amendment to
the  Rights  Agreement  which  increased  the  purchase  price  per  1/225  of a
Preference  Share  from  $48.88 to  $135.00.  Copies of such  amendment  and the
Company's  press release  announcing the adoption of such amendment are attached
to this Form 8-K as Exhibits 4.2(ii) and 99.1, respectively.

All  capitalized  terms used in this Item 5 shall have the meanings  ascribed to
them in the Rights Agreement.


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   CENTURY TELEPHONE ENTERPRISES, INC.

                                   By: /s/ Neil A. Sweasy
                                       -------------------------
                                       Neil A. Sweasy
                                       Vice President and
                                       Controller