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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000018926-05-000026.txt : 20050404
<SEC-HEADER>0000018926-05-000026.hdr.sgml : 20050404
<ACCEPTANCE-DATETIME>20050404123916
ACCESSION NUMBER:		0000018926-05-000026
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050404
ITEM INFORMATION:		Other Events
FILED AS OF DATE:		20050404
DATE AS OF CHANGE:		20050404

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENTURYTEL INC
		CENTRAL INDEX KEY:			0000018926
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				720651161
		STATE OF INCORPORATION:			LA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50260
		FILM NUMBER:		05728442

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 4065
		STREET 2:		100 CENTURYTEL DR
		CITY:			MONROE
		STATE:			LA
		ZIP:			71203
		BUSINESS PHONE:		3183889000

	MAIL ADDRESS:	
		STREET 1:		100 CENTURYTEL DR
		STREET 2:		P O BOX 4065
		CITY:			MONROE
		STATE:			LA
		ZIP:			71203

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENTURY TELEPHONE ENTERPRISES INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENTRAL TELEPHONE & ELECTRONICS CORP
		DATE OF NAME CHANGE:	19720512
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>file8k.txt
<DESCRIPTION>CONSENT SOLICITATION
<TEXT>

                                  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)
                                April 4, 2005

                          Commission file number 1-7784

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

                  Louisiana                               72-0651161
       (State or other jurisdiction of                   (IRS Employer
       incorporation or organization)                 Identification No.)

  100 CenturyTel Drive, Monroe, Louisiana                    71203
  (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code - (318) 388-9000

                                 * * * * * * * *


Item 8.01     Other Events

     In our Form 8-K report filed on October 28, 2004 and our Form 10-Q report
for the quarter ended September 30, 2004, we disclosed our intention to
undertake transactions mitigating the dilutive impact of settling our
outstanding equity units in stock on their settlement date of May 16, 2005. On
January 21, 2005, we filed preliminary consent solicitation materials with the
Securities and Exchange Commission describing our plans to solicit consents to
permit us to settle our outstanding equity units in cash in lieu of stock.
Following conversations with the SEC's staff, we have elected not to pursue our
proposed consent solicitation, principally due to the lack of time to
restructure the solicitation in a manner that would accommodate comments raised
by the SEC's staff. We intend to review alternative transactions designed to
mitigate the dilutive impact of issuing stock pursuant to our equity units
on May 16, 2005, including possible purchases of equity units and a potential
accelerated share repurchase program.

                                   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.

                                        CenturyTel, Inc.

Dated:  April 4, 2005                   By: /s/ Neil A. Sweasy
                                            ______________________
                                            Neil A. Sweasy
                                            Vice President and Controller


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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