EXHIBIT 4.3
                             [FRONT OF CERTIFICATE]

            INCORPORATED UNDER THE LAWS                COMMON STOCK
             OF THE STATE OF LOUISIANA                 PAR VALUE $1


NUMBER                                                                   SHARES
DS ______    [Picture of Clarke M. Williams Corporate Founder]          _______


THIS CERTIFICATE IS TRANSFERABLE EITHER                 CUSIP 156700 10 6
   IN CHICAGO, IL OR IN NEW YORK, NY         SEE REVERSE FOR CERTAIN DEFINITIONS

                                CenturyTel, Inc.

        This Certifies that



        Is the owner of

           FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

        CenturyTel, Inc. transferable on the books of the Corporation by
                         the holder hereof in person or
     by duly authorized attorney upon surrender of this certificate properly
       endorsed. This certificate is not valid unless countersigned by the
                 Transfer Agent and registered by the Registrar.
   Witness the facsimile seal of the Corporation and the facsimile signatures
                        of its duly authorized officers.

[CenturyTel logo]        CERTIFICATE OF STOCK               [CenturyTel, Inc.
                                                              Corporate SEAL
                                                            Monroe, Louisiana]
Dated

         /s/ Glen F. Post, III           COUNTERSIGNED AND REGISTERED
                  PRESIDENT                 COMPUTERSHARE INVESTOR SERVICES, LLC
                                                                 TRANSFER AGENT
                                                                 AND REGISTRAR,


         /s/ Harvey Perry
                  SECRETARY                             AUTHORIZED SIGNATURE


                          [BACK OF CERTIFICATE]


                                CenturyTel, Inc.

     The Corporation will furnish, upon request and without charge, a summary of
the powers, designations,  preferences and relative, participating,  optional or
other  special  rights  (if  any) of each  class  of  stock  or  series  thereof
authorized  to be issued by it, and the  authority  of the Board of Directors to
establish other series of stock and to fix the powers, designations, preferences
and  rights  thereof.  Such  request  may  be  made  to  the  Secretary  of  the
Corporation, or to the Transfer Agent.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common       UNIF GIFT MIN ACT-_______Custodian_________
TEN ENT - as tenants by the entireties                   (Cust)         (Minor)
JT TEN  - as joint tenant with right              under Uniform Gifts to Minors
          of survivorship and not as               Act _____________________
          tenants in common                                   (State)

    Additional abbreviations may also be used though not in the above list.

For value received, _______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR
  OTHER IDENTIFYING NUMBER OF
  ASSIGNEE

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________

__________________________________________________________________________Shares
of  capital  stock  represented  by  the  within  Certificate,   and  do  hereby
irrevocably  constitute  and appoint  __________________________________________
Attorney to transfer  the said shares on the books of the  within-named  Company
with full power of substitution in the premises.

Dated, ________________________

                                         X_______________________________

NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
                                         X_______________________________

                                          THE SIGNATURE(S) SHOULD BE GUARANTEED
                                          BY AN "ELIGIBLE GUARANTOR INSTITUTION"
                                          AS DEFINED IN RULE 17 Ad-15 UNDER THE
                                          SECURITIES AND EXCHANGE ACT OF 1934,
                                          AS AMENDED

                                          SIGNATURE(S) GUARANTEED BY:

                                          _______________________________

       This certificate also evidences and entitles the holder hereof to certain
Rights  as set forth in the  Rights  Agreement  between  CenturyTel,  Inc.  (the
"Company") and the Rights Agent named therein (the "Rights Agent"),  dated as of
August 27, 1996 (as amended from time to time, the "Rights Agreement"),the terms
of which are hereby  incorporated  herein by reference and a copy of which is on
file at the principal offices of the Company.  Under certain  circumstances,  as
set forth in the Rights  Agreement,  such Rights will be  evidenced  by separate
certificates  and will no longer be evidenced by this  certificate.  The Company
will mail to the holder of this certificate a copy of the Rights  Agreement,  as
in effect on the date of mailing, without  charge  promptly  after  receipt of a
written request  therefor.  Under certain  circumstances set forth in the Rights
Agreement,  Rights  issued  to, or held by, any Person who is, was or becomes an
Acquiring  Person or any  Affiliate  or  Associate  thereof  (as such  terms are
defined in the Rights Agreement), whether currently held by or on behalf of such
Person or by any subsequent holder, may become null and void.