SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

May 27, 2009

Via U.S. Mail

Mr. Glen F. Post, III Chairman of the Board of Directors and  Chief Executive Officer CenturyTel, Inc. 100 CenturyTel Drive Monroe, Louisiana 71203
 RE: CenturyTel, Inc.
  Form 10-K for the fiscal year ended December 31, 2008
  Filed February 29, 2008   File No. 1-7784

 Dear Mr. Post:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so  we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.
  Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Mr. Glen F. Post, III
CenturyTel, Inc.
May 27, 2009 Page 2

Form 10-K
Financial Statements
(3) Goodwill and Other Assets, page 92

1. We note that goodwill accounted fo r 49% of total assets as of December 31, 2008.  We note
that revenues, operating income and segment inco me have declined in recent quarters due to
the negative impact of the curr ent economic environment.  As a result of your impairment
test of your reporting units as of September 30, 2008, you determined that your goodwill balance was not impaired.  In light of the significance of your goodwill balance, we expect
robust and comprehensive disclosure in your critical accounting policies regarding your
impairment testing policy.  This disclosure  should provide inve stors with sufficient
information about management's insights and assu mptions with regard to  the recoverability
of goodwill.  Specifically, we believe you s hould provide the following information:

• Provide a more detailed description of the steps you perform to review goodwill for
recoverability.

• Disclose a breakdown of your goodwill balanc e as of December 31, 2008 by reporting
unit.

• Disclose any changes to your reporting units  or allocations of goodwill by reporting unit
and the reasons for such changes.

• Describe the nature of the valuation t echniques and the signif icant estimates and
assumptions you employed to determine the fair value of your reporting units in your
impairment analysis.  For example, if you utilize the discounted cash flow approach,
you should disclose the discount rates for each reporting unit and how those discount
rates were determined, including your consider ation of any market risk premiums.  In
addition, we believe your disclosure should a ddress your estimates of future cash flows,
as follows:
 o Provide a discussion of your historical cash flow  growth rates and explain how
your historical growth rates were consid ered when determining the growth rate
to be utilized in your cash flow projections.

o Disclose the growth rate you need to ach ieve in your cash flow projections in
order to avoid having a goodwill impairment charge.

o In view of the current economic envir onment, discuss how you considered the
uncertainties inherent in your estimated future growth rates. For example, you
should explain if and when you anticipate d a recovery of the economy in your
growth rates used in your cash flows analysis.

Mr. Glen F. Post, III
CenturyTel, Inc.
May 27, 2009 Page 3

• Describe changes to the assumptions and me thodologies, if any, si nce your last annual
impairment test.

For further guidance, refer to Release N o. 33-8350 "Interpretation: Commission Guidance
Regarding Management's Discussion and Anal ysis of Financial C ondition and Results of
Operations."
2. We note on page 64 that you concluded that you did not have a triggeri ng event that would
require you to perform an interim evaluati on of your goodwill for potential impairment.
You relied upon a review of specific factors in SFAS 142 and a determination that you had
a market capitalization in exce ss of your stockholders’ equity  balance after assuming a 35%
control premium.  However, we note that you have had a continuing loss of access lines,
have been impacted by the decline of in the eco nomy and the stock market.  It appears there
has been a significant adverse change in busin ess climate, which is a specific factor
identified in SFAS No 142 that would necessita te an interim impairment test.  Given these
circumstances, it appears more likely than not that the fair value of your reporting units are
below carrying value.  Please explain to us in detail why you are not performing an interim
period goodwill impairment test in accordance with paragraph 28 of SFAS No 142.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please furn ish a letter that keys your resp onses to our comments and provides
any requested information.  Detailed letters greatly facilitate our review.  Please file  your letter over
EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disc losure, they are responsible for th e accuracy and adequacy of the
disclosures they have made.

Mr. Glen F. Post, III
CenturyTel, Inc.
May 27, 2009
Page 4

  In connection with responding to our comment, please provide, in writing, a statement from
the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpora tion Finance in our review of your filings or in
response to our commen ts on your filings.

You may contact Joseph M. Ke mpf, Senior Staff Accountant,  at (202) 551-3352 or Robert
S. Littlepage, Accounting Branch Chief, at  (202) 551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please call me, at (202) 551-3810, with
any other questions.
 Sincerely,   /s/ Robert S. Littlepage    f o r   Larry Spirgel  Assistant Director