Filed Pursuant to 
                              Rule 424(b)(3) and 424(c)
                              Registration Statement No. 33-17114

                   SUPPLEMENT TO THE PROSPECTUS
                                of
               CENTURY TELEPHONE ENTERPRISES, INC.
                      dated February 6, 1995

       (relating to the Century Telephone Enterprises, Inc.
   Automatic Dividend Reinvestment and Stock Purchase Service)

     The  information set forth below supplements and updates the
information  furnished  in  the  Prospectus  of Century Telephone
Enterprises, Inc. (the "Company") dated February 6, 1995 relating
to  the  Company's  Automatic  Dividend  Reinvestment  and  Stock
Purchase Service (the "Plan").

Adoption of New Rights Plan

     On  August  27,  1996,  the  Board of Directors  of  Century
Telephone Enterprises, Inc. (the "Company")  declared  a dividend
payable  November 1, 1996 of one preference share purchase  right
("Right")  for  each  outstanding  share  of  common stock of the
Company  ("Common Shares") held of record on September  30,  1996
(the "Record  Date"),  and  for  each  Common  Share that becomes
outstanding  between  the  Record  Date and the earliest  of  the
Distribution Date (as defined below)  or  the date the Rights are
redeemed  or  expire.  The Rights will be issued  pursuant  to  a
Rights Agreement  dated  as  of  August  27,  1996  (the  "Rights
Agreement")  between  the  Company and Society National Bank,  as
Rights  Agent.  Generally, the  Rights  become  exercisable  only
after an  entity  acquires  15% or more of the outstanding Common
Shares or commences or announces  a tender offer that will result
in  the  entity  owning 15% or more of  the  Common  Shares  (the
"Distribution Date").   Following  any  Distribution  Date,  each
Right  will  entitle  the holder to purchase from the Company one
one-hundredth of a share of the Company's Series BB Participating
Cumulative Preference Stock ("Preference Shares") for an exercise
price of $110, subject to adjustment under certain circumstances.
After an entity acquires  15%  or  more of the outstanding Common
Shares, each Right would then entitle  its holder (other than the
acquiring entity) to purchase, at the exercise  price, the number
of  Common  Shares  or  other securities of the Company  (or,  in
certain situations, the acquiring  entity)  having a market value
of   twice   the   Right's   exercise   price.    Under   certain
circumstances, the Company may redeem the Rights at $.01 each  or
exchange each Right for one Common Share.  The Rights will expire
on  November  1, 2006, unless such date is extended or the Rights
are redeemed or exchanged earlier by the Company.  The Rights are
intended to replace  preferred stock purchase rights issued under
the Company's November  17,  1986 rights plan.  The rights issued
under this 1986 plan will expire on November 27, 1996.

     By virtue of the distribution  of  Rights  described  above,
each  Common  Share held of record on the Record Date by the Plan
will have one Right  attached  thereto.   In  addition,  for each
newly-issued  Common Share that is registered in the Plan's  name
for the account  of  participants between the Record Date and the
earliest of the Distribution  Date  or  the  date  the Rights are
redeemed or expire, the Plan will receive one Right  (subject  to
adjustment under certain circumstances).

     A  copy of the Rights Agreement is available upon request to
the Company,  100  Century  Park  Drive, Monroe, Louisiana 71203,
Attention: Secretary.



         The date of this Supplement is November 1, 1996.