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      SEC Comment Letter 7/20/06

    CenturyTel,
      Inc.

    August
      3,
      2006

              United
                States Securities and Exchange Commission

              FILED
                VIA EDGAR

              450
                5th
                Street, N.W.

              Washington,
                D.C. 20549

              ATTENTION:

              Mr.
                Larry Spirgel

              Assistant
                Director

              RE:

              CenturyTel,
                Inc.

              Form
                10-K for the year ended December 31, 2005

              Form
                10-Q for the quarter ended March 31, 2006

    Dear
      Mr.
      Spirgel:

    By
      letter
      dated July 20, 2006, the Staff provided to CenturyTel, Inc. a comment with
      respect to its review of our (i) Form 10-K for the year ended December 31,
      2005
      and (ii) Form 10-Q for the quarter ended March 31, 2006. Our response to the
      Staff’s letter is contained herein. In responding to the comment, we have
      reproduced below the full text of the Staff’s comment, which is followed by our
      response.

    Form
      10-Q, March 31, 2006

    Financial
      Statements

    (7)
      Accelerated Share Repurchase Program

    Comment
      1. It appears that the forward contract discussed in the first two paragraphs
      of
      Note (7) could require unlimited number of shares to settle the contract.
      Describe for us more fully the terms of settlement of this derivative financial
      instrument; and explain how you applied the guidance of paragraph 19 of EITF
      00-19, if applicable.

    Response:
      Our
      forward contract stipulated that if the actual costs of the shares repurchased
      by the investment banks was higher than the average initial price of $34.83
      per
      share, we would be required to pay to the banks a price adjustment (payable
      at
      our discretion in either common shares or cash). Our agreement stipulated a
      maximum limit on the number of common shares (20 million) to be delivered in
      a
      potential share settlement, which is significantly less than the number of
      authorized and unissued shares that we had available as of the classification
      assessment date. As of such date, we had 350 million shares authorized to be
      issued, but only approximately 130 million shares outstanding and approximately
      23 million shares reserved for future issuances under various benefit plans
      and
      convertible security agreements. As a result, we had approximately 197 million
      authorized and unissued shares remaining as of the assessment date.

    Based
      on
      the above, we concluded that the criteria of paragraph 19 of EITF 00-19 was
      met
      (along with the other conditions in EITF 00-19, paragraphs 12 to 32) and that
      share settlement was within our control and the forward contract should be
      classified as permanent equity.

    *
      * * * *
      * * * *

    In
      addition, in connection with our response to your comment letter, we acknowledge
      that (i) we are responsible for the adequacy and accuracy of the disclosure
      in
      our filings; (ii) staff comments or changes to disclosures in response to staff
      comments do not foreclose the Commission from taking any action with respect
      to
      our filings and (iii) we 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.

    Should
      you have any questions or need additional information, please do not hesitate
      to
      call me at (318) 388-9819.

    Sincerely,

    /s/
      Neil A. Sweasy

    Neil
      A.
      Sweasy

    Vice
      President and Controller

    Cc:
      Joseph Kempf, Senior Staff Accountant

    Robert
      Littlepage, Accountant Branch Chief