SecProbe.io

Mail Stop 3720

January 11, 2017

Stacey W. Goff
General Counsel
CenturyLink, Inc.
100 CenturyLink Drive
Monroe, LA 71203

Re: CenturyLink, Inc.
  Registration Statement on Form S-4
Filed  December 15, 2016
  File No.  333-215121

Dear Mr. Goff :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Background of the Combination, page 48

1. We note that you discuss the potential tax credits the combined company may acquire
from Level 3 as a result of the transaction (in the amount of $9.7 billion). We also note,
howeve r, that you do not discuss your current NOLs and the impact the effect that the
combination may have on the NOLs that you have accumulated. Consider expanding
your disclosures here, or where you d eem appropriate, to discuss the consideration you
gave to the impact the transaction will have on your NOLs.

Stacey W. Goff
CenturyLink, Inc.
January 11, 2017
Page 2

 Notes to Unaudited Pro Forma Condensed Combined Financial Information

Basis of Preliminary Purchase Price Allocation, page 155

2. We note your disclosure that Level 3 had approximately $9.7 billion of net operating loss
carryforwards which can be used to offset future taxable income.   You discuss in your
Other Risks section that you may not be able to use the NOLs after the combination in
the amount you projected.   Please tell us how these potential tax  benefits are reflected in
your preliminary purchase price allocation and the factors you considered when assessing
the need for a valuation allowance.   Refer to ASC 805 -740-25-3.

We remind you that the company and its management are responsible for the a ccuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior t o the requested effective date of the registration
statement.

You may contact Charles Eastman , Staff Accountant, at (202) 551 -3794  or Ivette Leon ,
Assistant Chief Accountant , at (202) 551 -3351  if you have questions regarding comments on the
financial  statements and related matters.  Please contact Courtney Lindsay, Staff Attorney, at
(202) 551 -7237 or Celeste M. Murphy, Legal Branch Chief , at (202) 551 -3257  with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Eric S. Robinson
 Wachtell, Lipton, Rosen & Katz