Exhibit to 8-K Report

          August 27, 1996


          CENTURY TELEPHONE ENTERPRISES, INC. DECLARES QUARTERLY DIVIDEND;
                           UPDATES SHAREHOLDER RIGHTS PLAN

               MONROE,  LOUISIANA  .  .  . . Century Telephone Enterprises,
          Inc.,  (NYSE Symbol: CTL), today  announced  that  its  Board  of
          Directors declared a quarterly dividend payment of $.09 per share
          of Common  Stock,  payable September 20, 1996, to shareholders of
          record on September 6, 1996.
               The Board also adopted an updated shareholder rights plan to
          replace the existing  plan  which  expires in late November 1996.
          The Board of Directors originally adopted  a  shareholder  rights
          plan  in  November  1986  to protect shareholder interests in the
          event the Company was faced with a takeover initiative that would
          deny shareholders the full  value  of  their investment.  Century
          Telephone has no knowledge that anyone is  considering  a hostile
          takeover of the Company.
               The  new  Rights  are  similar in purpose and effect to  the
          existing Rights, and are intended  to  enable all shareholders to
          realize  the  long-term  value  of  their investment  in  Century
          Telephone.  The new Rights, which will be issued as a dividend on
          November  1,  1996  to  each  common  shareholder  of  record  on
          September  30,  1996,  will  be  exercisable  only  if  a  person
          acquires,  or  announces a tender offer  which  would  result  in
          ownership of, 15%  or  more  of  the Company's common stock.  The
          Board of Directors will be authorized in certain circumstances to
          lower  this  15% threshold to not less  than  10%.   The  initial
          exercise price will be $110 per Right.  The Rights will expire on
          November 1, 2006,  unless  redeemed  or  exchanged  at an earlier
          date.   A  summary  of  the  updated rights plan will be sent  to
          shareholders in November.
               Century  Telephone  Enterprises,   Inc.,   headquartered  in
          Monroe,  Louisiana, is a diversified telecommunications  company.
          Century is the 16th largest U.S. local exchange telephone company
          based on access lines, and the 15th largest U.S. cellular company
          based on population equivalents owned.