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JONES, WALKER, WAECHTER,

POITEVENT, CARRERE
& DENEGRE, L.L.P.

201 St. Charles Avenue

New Orleans, Louisiana 70170-5100

March 8, 2005

United States Securities and Exchange Commission                                                             VIA EDGAR

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

CenturyTel, Inc.

Preliminary Consent Solicitation
Statement on Schedule 14A

Originally filed January 21, 2005

Commission File No. 0-50260

Ladies and Gentlemen:

In response to the letter from the Commission's staff dated February 3, 2005
relating to preliminary consent solicitation materials filed by CenturyTel, Inc.
on January 21, 2005, we furnished a response letter dated February 18, 2005 and
revised preliminary consent solicitation materials, all of which were deemed to
be filed via EDGAR on February 22, 2005. On March 4, 2005, Reginald A. Norris of
the Commission's staff orally requested that we supplement our prior response to
the initial comment included in the staff's February 3 letter to address (i) why
the Commission no-action letters cited in our prior response letter, which
address proposed amendments that sought to bind all security holders,
should apply to CenturyTel's proposed amendments, which seek to bind only
security holders who consent to the proposed amendments, and (ii) the impact of
brokerage fees on our analysis of the economic effects of CenturyTel's
proposals. In responding to Mr. Norris' supplemental comments, we have
reproduced below the full text of the staff's Comment No. 1 excerpted from its
February 3, 2005 letter, and the Company's response, as amended and restated
hereby to address Mr. Norris' supplemental comments. For your convenience, we
have attached as an annex to this letter a copy of our amended and restated
response below, marked to reflect all changes to the initial response included
in our February 18 letter.

__________

General

    		1.

     It appears that your solicitation of consents to the proposed
    amendments to the purchase contract agreement may constitute an offer of a
    new security. In this regard, it appears that unit holders are effectively
    making a new investment decision when considering whether to accept units
    that will:

    be subject to new settlement provisions;

    trade separately on the NYSE; and

    trade under a different CUSIP number.

		Please provide us with your legal analysis of why Section 2(a)(3) and
    Rule 145(a) of the Securities Act of 1933 do not apply to this solicitation
    or, in the alternative, advise us how you are complying with these
    provisions. In addition, please tell us why the solicitation of consents to
    amend the purchase contract agreement does not also constitute a tender
    offer to exchange units subject to Regulation 14E and Rule 13e-4 of the
    Securities Exchange Act of 1934.

Response to Comment 1:

Prior to the Company filing its preliminary solicitation materials with the
Commission on January 21, 2005, we helped structure the Company's proposed
amendments to minimize their impact on the equity unit holders and reviewed
applicable securities law issues with Pillsbury Winthrop LLP, counsel to the
Company's financial advisor. Based on these discussions, we concluded, and
Pillsbury Winthrop LLP concurred, that the Company's proposed consent
solicitation would not constitute an offer or sale of a new security. In
response to your letter of February 3, 2005, we have re-reviewed in detail our
prior analysis of case law, SEC no-action letters and secondary sources. For the
reasons outlined below, this review has re-affirmed our belief, and the belief
of Pillsbury Winthrop LLP, that the proposed consent solicitation will not
constitute an offer or sale of a new security. In response to your letter we
have also substantially revised the Company's preliminary consent solicitation
statement to, among other things, further highlight and illustrate the Company's
belief that its proposed amendments will not change the basic economic rights of
the equity unit holders.

Background

The Company issued the purchase contracts as part of its outstanding equity
units in May 2002. Each purchase contract currently obligates the holder of the
purchase contract to purchase, and the Company to sell, on May 16, 2005, a
fraction of a share of the Company's common stock equal to the "settlement
rate." The settlement rate is calculated as follows:

		If the "applicable market value" of the Company's common stock (described
  below) is equal to or greater than $36 per share, the settlement rate will be
  0.6944.

		If the applicable market value is less than $36 per share but greater than
  $28.60 per share, the settlement rate will be an amount equal to $25 divided
  by the applicable market value.

		If the applicable market value is less than or equal to $28.60, the
  settlement rate will be 0.8741.

The "applicable market value" will be the average of the closing price per
share of the Company's common stock on each of the 20 consecutive trading days
between April 14, 2005 and May 11, 2005.

The Company's proposed amendments would enable the Company to settle the
purchase contracts by paying the settlement value in cash, shares of common
stock, or a combination of both. The Company has structured its proposed
amendments to gain additional financial flexibility, but without changing the
basic economic rights of holders. Although the Company believes it could have
structured its consent solicitation to bind all equity unit holders, it elected
instead to adopt the conservative approach of applying the proposed amendments
solely to holders who timely consent to such amendments. The Company proposes to
pay consenting holders a consent fee. We have revised the consent solicitation
statement to provide more background information and clearer disclosure of the
Company's purpose.

Discussion

No Fundamental Changes. Generally, the question of whether amendments
to the governing documents of a particular security will create a new security
turns on whether the amendments substantially affect the legal rights and
obligations of the holders of that security. See McGuigan & Aiken,
Amendment of Securities, 9 Rev. of Sec. Reg. 935, 935 (1976); see also 2
Louis Loss & Joel Seligman, Securities Regulation 1086 (3d ed. 1989). Under
various judicial decisions and SEC no-action letters, this standard has
traditionally been met when the amendments would significantly alter the "basic
financial terms" or the "basic nature" of existing securities, as opposed to
amendments that adjust contractual rights of a lesser magnitude. See,
Leaseco Corp. (avail. Oct 22, 1982) (where the SEC agreed to take no action
in response to a request asserting that an amendment eliminating certain
prohibitions on the payment of dividends could be "characterized accurately as
an adjustment of contractual rights rather than a substantial modification
constituting a change in the basic nature of the security"); Susquehanna
Corp. (avail. June 29, 1979) (where the SEC agreed to take no-action in
response to a request asserting that amendments designed to relax the
restriction on dividend payments and to increase the rate of interest constitute
merely a modification of contractual provisions, made in accordance with
procedures provided in the indenture); Sheraton Corp. (avail. Nov. 24,
1978) (where the SEC agreed to take no-action in response to a request asserting
that proposed amendments to indentures which would permit the return of
substantial payments to the parent company and increase the rate of interest
were merely modifying certain contractual provisions in the indenture). See
also Abrahamson v. Fleschner, 568 F.2d 862 (2nd Cir. 1975) (holding
that a new security arises only when there is a significant change in the nature
of the investment or the investment risks) and Sowards, 11 Business
Organizations, 2-140 (1994) (noting that new securities arise only in connection
with a "fundamental change" in the nature of an investment). In addition,
amendments that do not increase the security holder's investment risk have been
held to not involve the sale of a new security. Browning Debenture Holders'
Comm. v. DASA Corp., [1974-1975 Transfer Binder] Fed. Sec. L. Rep. (CCH ¶
95,071, at 97,753 (S.D.N.Y. 1975), aff'd, 524 F.2d 811 (2d Cir. 1975).

In light of the standards set forth above, we believe that the Company's
proposed consent solicitation should not be deemed an offer or sale of a new
security. Other than granting the Company more flexibility in the consideration
it may use to settle purchase contracts of consenting holders, all of the terms
of the purchase contracts will remain the same and consenting holders and
non-consenting holders will continue to vote together as a single class with
respect to any future amendments to the purchase contracts. As reflected in the
illustrative chart and accompanying commentary included on pages 2 to 3 of the
Company's revised preliminary consent solicitation statement, the Company
believes that all equity unit holders will receive equivalent value on May 16,
2005 under their purchase contracts, regardless of whether they deliver or
withhold their consent and regardless of whether the Company elects to pay
consenting holders with cash, shares of the Company's common stock, or a
combination of both. Because the value of consideration paid upon settlement of
the purchase contracts would be based on the same "settlement rate" regardless
of whether the Company settles in cash or stock, the Company believes that
consenting holders will be subject to the same market risks that they agreed to
assume in connection with making their investment decision to acquire the equity
units. As such, we do not believe that holders are now being asked to make a new
investment decision. In short, far from fundamentally altering basic rights or
investment risks, the Company's proposed amendments do not in our view change in
any material respect any of the basic economic rights or risks of equity unit
holders.

We recognize that the cases and no-action letters cited above involved
attempts by issuers to implement amendments that would bind all security
holders, whereas the Company's proposed amendments seek to bind only consenting
holders. We nonetheless believe these precedents are relevant because they
illustrate instances where issuers were permitted to proceed freely with
amendments that had a greater impact than the Company's proposals, both in terms
of substance and the number of holders affected. If, under any particular set of
circumstances, the SEC has previously granted issuers the greater power
to amend the rights of all holders, we believe that necessarily grants to
issuers the lesser power to amend the rights of only consenting holders.
Moreover, we are unaware of any holdings or no-action letters where the
procedural aspects of the amendment process control the substantive
determination of whether the amendment altered fundamental rights.

We acknowledge that some commentators have suggested that Congress intended
to draw a distinction between fundamental and non-fundamental amendments of debt
securities in Section 316(b) of the Trust Indenture Act of 1939 by providing
that amendments of debt holders' right to receive principal or interest payments
must generally be approved by all holders. See B. Edwards and J. Bancone,
Modifying Debt Securities: The Search for the Elusive "New Security" Doctrine,
47 Bus. Law. 571, 587 (Feb. 1992); see also Allied-Carson Corporation
(avail. March 12, 1976). Even if this view of the Trust Indenture Act is
correct, we believe there are several reasons why it should not control the
determination of whether the Company's proposed amendments will fundamentally
alter the rights of the equity unit holders. First, the Company believes it
could have structured its consent solicitation to be binding on all holders of
the equity units. Instead, the Company elected to adopt a literal and
conservative reading of the instrument governing the equity units, which
suggests that only consenting holders can be bound by amendments reducing the
number of shares of common stock to be purchased under the equity units. We do
not believe that the Company's election to adopt a conservative procedural
position should impact the substantive determination of whether new securities
have been created by altering fundamental rights. In short, substance, not
procedure, should govern whether rights have been fundamentally affected.
Second, the economic impact of the Company's amendments are quite limited, and
fall far short of delaying or amending a right to receive principal or interest
payments under a debt security. Finally, the commentators' analysis of the Trust
Indenture Act applies solely to amendments of debt securities, and not equity
securities such as the Company's equity units.

Although the Company acknowledges that the economic positions of consenting
and non-consenting holders will not be identical if the Company elects to settle
consenting holders in cash, the Company does not believe the differences will be
material, either individually or in the aggregate. The most obvious difference
is that only non-consenting holders will receive common stock at settlement.
Clearly, however, equity unit holders who wish to receive stock at settlement
can do so by withholding their consent to the proposed amendments. In addition,
consenting holders could choose to use their cash payments to purchase common
stock of the Company in the open market. Although such holders, unlike
non-consenting holders, would incur brokerage fees, the Company believes that
the consent fees paid to them by the Company will be sufficient for most holders
to completely offset their brokerage fees. The Company further understands that
increases in the market value of its common stock after the "settlement rate" is
established (based on average trading prices between April 14, 2005 and May 11,
2005) would not be reflected in the amount of cash consenting holders will
receive on May 16, 2005. However, by the same token, consenting holders who
receive cash would also be protected from declines in the market value of the
common stock after the settlement rate is established. These consequences do not
flow from any fundamental change in the nature of the purchase contracts, but
are ancillary byproducts of the opportunity the Company is affording to holders
to consent to the proposed amendments. The Company has added disclosure to
address this point on pages 5-6 of the revised preliminary consent solicitation
statement. The Company believes that it is unlikely that the market price of its
common stock will increase or decrease enough over such a short period of time
to materially impact the comparative value of consideration received by
different holders. Recently, the Company's common stock has experienced
relatively low trading volatility. (The Company's trading beta for 2004 based on
the S&P 500 Index was 0.62.)

Consent is Pursuant to Agreed-Upon Procedures. In addition to the
foregoing, case law and SEC no-action letters provide that amendments to a
security do not create a new security when made in accordance with the
instrument governing the rights of the original security holders. See
Sheraton Corp., supra, and Browning, supra (where the District Court
rejected plaintiff's argument that a reduction in the conversion price of
outstanding debentures constituted a sale of a new security because the
reduction was merely "a change in one term of the security, accomplished in the
manner contemplated and expressly provided for at the time the security was
issued"). We believe these decisions lend further support to our view that the
Company's proposals to not constitute an offer or sale of a new security. The
Company's purchase contract agreement that governs the rights of equity unit
holders s