SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549


                          FORM 8-A/A


                       AMENDMENT NO. 1
            To Registration Statement on Form 8-A
            filed September 19, 1978, relating to
                  Common Stock, par value $1.00

      FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
           PURSUANT TO SECTION 12(b) or (g) OF THE
               SECURITIES EXCHANGE ACT OF 1934


             CENTURY TELEPHONE ENTERPRISES, INC.
    (Exact name of registrant as specified in its charter)


             Louisiana                      72-0651161
     (State of incorporation)              (I.R.S.Employer
        or organization)                  Identification Number)

      100 Century Park Drive, Monroe, Louisiana       71203
     (Address  of principal executive offices)     (Zip Code)

     Securities registered hereunder pursuant to Section 12(b) of the Act:

         Title of each class                 Name   of  each exchange
              so registered              on which each class is registered

              Common Stock,                   New York Stock Exchange
             par value $1.00

If  this  Form relates to the registration of a class of  debt
securities  and  is  effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box.  [   ]

If this Form relates to  the  registration  of a class of debt
securities and is to become effective simultaneously  with the
effectiveness of a concurrent registration statement under the
Securities   Act  of  1933  pursuant  to  General  Instruction
A.(c)(2), please check the following box.  [  ]

 Securities to be registered pursuant to Section 12(g) of the
                             Act:

                             None


Century Telephone  Enterprises,  Inc.  (the  "Company") hereby
amends its Registration Statement on Form 8-A to (i) amend and
restate Items 1 and 2 thereof to read in their entirety in the
manner set forth immediately below and (ii) delete Items 3 and
4 thereof.

Item  1:   Description  of  Registrant's  Securities   to   be
Registered

     The  Company's authorized capital stock consists of 175
million shares  of  common  stock, $1.00 par value per share
(the  "Common  Stock"),  of  which 59,832,731  shares  were
outstanding as of November 30, 1996, and 2 million shares of
preferred stock, $25.00 par value  per share (the "Preferred
Stock"), of which  401,629   shares  were outstanding as of
November 30, 1996.  Each share of Common  Stock has attached
to  it one Preference Share Purchase Right.   The  following
description of the Common Stock, the Preferred Stock and the
Preference   Share  Purchase  Rights  is  qualified  in  its
entirety by reference  to  (i)  the  Company's  Articles  of
Incorporation   (the   "Articles")  and  Bylaws,  which  are
incorporated  herein  by  reference   as  exhibits  to  this
Registration Statement, (ii) the Rights  Agreement  dated as
of  August  27, 1996 (the "Rights Agreement") by and between
the  Company and  the  Rights  Agent  named  therein,  which
governs the terms and conditions of the Company's Preference
Share  Purchase Rights and which is also incorporated herein
by reference  as  an exhibit to this Registration Statement,
and  (iii)  the  applicable   provisions  of  the  Louisiana
Business Corporation Law.

Preferred Stock

     The Board of Directors of  the  Company  is authorized,
without action of its shareholders, to issue Preferred Stock
from  time  to  time  and  to  establish  the  designations,
preferences  and relative, optional or other special  rights
and qualifications, limitations and restrictions thereof, as
well as to establish  and  fix  variations  in  the relative
rights as between holders of any one or more series  of such
Preferred  Stock.   The  authority of the Board of Directors
includes, but is not limited to, the determination or fixing
of the following with respect  to  each  series of Preferred
Stock  which  may  be  issued: (i) the designation  of  such
series; (ii) the number  of  shares  initially  constituting
such series; (iii) the dividend rate and conditions  and the
dividend preferences, if any, in respect of the Common Stock
and  among  the series of the Preferred Stock; (iv) whether,
and  upon  what   terms,   the   Preferred  Stock  shall  be
convertible into or exchangeable for any other securities of
the  Company; (v) whether, and to what  extent,  holders  of
shares  of  a  series  of  Preferred  Stock will have voting
rights; (vi) the restrictions, if any,  upon  the  issue  or
reissue  of  any additional shares of Preferred Stock; (vii)
whether, and on what terms and conditions, the shares may be
redeemed by the Company (including sinking fund provisions);
and (viii) the  liquidation  preferences, if any, in respect
of the Common Stock and among  the  series  of the Preferred
Stock.

     The Board of Directors has authorized the  issuance of,
and   there  were  outstanding  as  of  November  30,  1996,
13,902 shares of Series H Preferred Stock, 68,727 shares of 
Series K Preferred Stock and 319,000 shares of Series L 
Preferred Stock, all of which vote as a class with the Common 
Stock (the "Voting Preferred Stock").  Shares of Series H
Preferred Stock entitle the holder to ten votes per share if
they  have  been  beneficially  owned  by  the  same  person
continuously  since  May  30,  1987,  as defined below under
"Common Stock - Voting Rights."  Otherwise,  each  share  of
Series  H Preferred Stock entitles the holder thereof to one
vote per  share.   All  shares  of  Series K and L Preferred
Stock entitle the holder thereof to one vote per share.

     No full dividend for any quarterly  dividend period may
be  declared  or paid on shares of any series  of  Preferred
Stock unless the  full  dividend  for  that  period shall be
concurrently  declared  or  paid on all series of  Preferred
Stock  outstanding in accordance  with  the  terms  of  each
series.   If  there are any accumulated dividends accrued or
in arrears on any  share  of  any series of Preferred Stock,
those  dividends  shall  be paid in  full  before  any  full
dividend shall be paid on  any  other  series  of  Preferred
Stock.   If  less  than  a full dividend is to be paid,  the
amount of the dividend to  be  distributed  shall be divided
among the shares of Preferred Stock for which  dividends are
accrued or in arrears in proportion to the aggregate amounts
which  would be distributable to those holders of  Preferred
Stock if  full cumulative dividends had previously been paid
thereon in accordance with the terms of each series.

Common Stock

     The rights of holders of the Common Stock, as described
below, may  be subject to the prior rights of holders of any
Preferred Stock that may from time to time be outstanding.

     Dividend  Rights.  Holders  of outstanding Common Stock
are entitled to receive such dividends,  if  any,  as may be
declared  by the Board of Directors, in its discretion,  out
of funds legally available therefor.

     Voting  Rights.   Holders  of  Common Stock do not have
cumulative voting rights.  As a result,  the holders of more
than 50% of the Company's voting power may  elect all of the
directors if they so desire.

     Each  share of Common Stock that has been  beneficially
owned by the  same  person  continuously since May 30, 1987,
entitles the holder thereof to  ten  votes  on  all  matters
submitted to a vote of shareholders.  Otherwise, each  share
entitles the holder thereof to one vote per share.

     A  person  is  deemed  to  be the beneficial owner of a
share of the Company's stock if such person, either alone or
as a member of a group, directly  or indirectly, through any
contract,   arrangement,  understanding,   relationship   or
otherwise, has  or  shares  (i) voting power, which includes
the power to vote, or to direct  the  voting of, such share;
(ii) investment power, which includes the  power  to  direct
the  sale  or  other  disposition  of such  share; (iii) the
right to receive or retain the proceeds of any sale or other
disposition  of  such share; or (iv) the  right  to  receive
distributions, including  cash dividends, in respect of such
share.  The Company's Articles  also provide that each share
of  Common  Stock  acquired  upon  the   conversion  of  the
outstanding Series H Preferred Stock  is deemed to have been
beneficially owned by the holder continuously  from the date
on which such holder acquired such preferred stock.

     Those  holders  of  Common  Stock or Series H Preferred
Stock  entitled to cast ten votes per  share  are  sometimes
referred  to  herein  as  "Long-Term  Shareholders," and the
shares held by such shareholders are sometimes  referred  to
as  "Ten-Vote Shares."  The shares of Common Stock or Voting
Preferred Stock that are entitled to only one vote per share
are sometimes  referred  to as "One-Vote Shares."  When used
herein in reference to any  particular  matter  to  be voted
upon  by  the  Company's  shareholders, "Total Voting Power"
means the total number of votes  that  holders of the Common
Stock and Voting Preferred Stock are entitled  to  cast with
respect to such matter.

     In   the  event  a  person  or  group  of  persons  who
beneficially  owns  Ten-Vote Shares transfers such shares so
as to change the beneficial  ownership  of  such shares, the
subsequent  holder  of such shares will be entitled  to  one
vote per share (with  certain  limited  exceptions described
below).   A change in beneficial ownership  occurs  whenever
any change  occurs  in the person or group who has or shares
(i) voting power, (ii)  investment power, (iii) the right to
receive  sales  proceeds,  or  (iv)  the  right  to  receive
dividends  or  other  distributions  with  respect  to  such
shares.  In the absence of proof to the contrary provided in
accordance   with   the   Company's    established   written
procedures, a change in beneficial ownership  is  deemed  to
occur whenever a change in the record ownership of shares of
stock  occurs.  However, the Articles provide that no change
in beneficial  ownership  will  be  deemed  to have occurred
solely as a result of (i) any event occurring  prior  to May
30,  1987; (ii) any bona fide gift, bequest, inheritance  or
other  transfer  without  valuable  consideration; (iii) any
change in the  beneficiary of a trust,  or  any distribution
from a trust, as a result of the birth, death,  marriage  or
divorce of any person, adoption prior to age 18, the passage
of a period of time or the attainment of a specified age, or
the creation or termination of any guardianship or custodial
arrangement; or (iv) any appointment of a successor trustee,
agent,  guardian  or  custodian  with  respect to a share of
stock.   Additionally,  the  Articles  provide   that  if  a
shareholder  who  owns  Ten-Vote Shares and One-Vote  Shares
transfers  less than all of  the  shares  held,  the  shares
transferred  will be deemed to consist of One-Vote Shares in
the absence of evidence to the contrary.

     The Articles  further  provide  that  in the absence of
proof  that  shares  of Common Stock or Series  H  Preferred
Stock held of record in  any  name  other  than  that  of  a
natural  person  have  been  beneficially owned continuously
since May 30, 1987 by the person  who  possess voting power,
investment power, the right to receive sale proceeds and the
right  to  receive  dividends  or  other distributions  with
respect to the shares, such shares will carry with them only
one vote per share, notwithstanding when record ownership of
such shares was acquired.  Therefore,  shareholders who hold
their shares in "street name" or through  any other indirect
method  of  ownership  are  required  to  submit   proof  of
beneficial  ownership to the Company in order to be entitled
to ten votes per share.

     Certain  additional  provisions  of the Articles govern
shares  of stock held in trust, in any agency  or  custodial
account,  by a guardian, or pursuant to the Uniform Gifts to
Minors Act.   Generally,  a  change  in beneficial ownership
will be deemed to have occurred whenever  there  is a change
in the beneficiary.

     The  Articles also provide that shares of Common  Stock
issued in connection  with any stock split or stock dividend
will carry with them the  voting  rights  of  the  shares in
respect  of which they were issued.  Shares of Common  Stock
that  are  acquired  after  May  30,  1987  by  shareholders
pursuant to  the Company's dividend reinvestment plan or are
acquired by the  Company's  employee  benefit  plans will be
One-Vote Shares.  Generally, shares of Common Stock  held by
the  Company's  employee benefit plans will be deemed to  be
beneficially owned  by  such  plans  regardless  of how such
shares are allocated to or voted by participants,  until the
shares are actually distributed to participants.

     The  Company  will  notify shareholders who are natural
persons,  in  advance  of a shareholders'  meeting,  of  the
Company's determination as to the number of shares for which
they are entitled to ten  votes per share under the Articles
and the number of shares for  which they are entitled to one
vote.  Shareholders who disagree with any such determination
will be provided an opportunity  to  establish that they are
entitled  to  additional votes under the  Articles.   Except
with respect to  voting  rights, all shares of Common Stock,
whether they are Ten-Vote  Shares  or  One-Vote  Shares, are
identical  in  all respects.  Except with respect to  voting
rights, all shares  within  the  Series  H  Preferred Stock,
whether  they  are Ten-Vote Shares or One-Vote  Shares,  are
identical in all respects.

     The Company's  Articles  provide  that  each  share  of
Common Stock issued by the Company in a business combination
transaction  shall be deemed to have been beneficially owned
by the person  who  received  such  share in the transaction
continuously for the shortest period,  as determined in good
faith by the Company's Board, that would  be  permitted  for
the  transaction  to  be  accounted  for  as  a  pooling  of
interests,  provided  that  the Audit Committee of the Board
has  made  a  good  faith  determination   that   (i)   such
transaction has a bona fide business purpose; (ii) it is  in
the  best  interest of the Company and its shareholders that
such transaction  be accounted for as a pooling of interests
under generally accepted  accounting  principles  and  (iii)
such  issuance  of  Common Stock does not have the effect of
nullifying or materially restricting or disparately reducing
the per share voting  rights  of  holders  of an outstanding
class  or  classes  of  voting  stock  of the Company.   The
foregoing provision of the Company's Articles  is  not to be
interpreted  to  require  the  Company  to  account  for any
business combination transaction in any particular manner.

     The Company's benefit plans have historically held, and
are expected to continue to hold for the foreseeable future,
a  significant  number  of  Ten-Vote  Shares,  which has the
effect   of   conferring   upon   the   trustee   thereof the 
right to vote a disproportionately large  percentage  of the  
Total Voting Power.   As  of March 11, 1996, the trustee for 
two of the Company's employee benefit  plans  was the record 
holder of 10.6% of the outstanding Common Stock,  which  
represented approximately 37% of the Total Voting Power. The 
trustee votes these shares in accordance with the instructions 
of the Company's employees.

     Liquidation Rights.  Upon the dissolution,  liquidation
or  winding  up of the Company, after payments of debts  and
expenses and payment  of the liquidation preference plus any
accrued dividends on any  outstanding  shares  of  Preferred
Stock,  the  holders  of  Common  Stock will be entitled  to
receive  all  remaining  assets of the  Company  ratably  in
proportion to the number of  shares held by them, unless and
to the extent that holders of  Preferred  Stock are entitled
to participate with the holders of Common Stock in receiving
distributions of such remaining assets.

     Preemptive  Rights.   Except as set forth  below  under
"Preference Share Purchase Rights,"  holders  of  shares  of
Common  Stock do not have the pre-emptive right to subscribe
to any additional  capital  stock  that may be issued by the
Company.

Preference Share Purchase Rights

     On  August  27,  1996, the Board of  Directors  of  the
Company declared a dividend of one preference share purchase
right  (a  "Right") for each  outstanding  share  of  Common
Stock.  The  dividend  was  paid  on  November  1,  1996  to
stockholders  of  record  on September 30, 1996 (the "Record
Date").   Each  Right  entitles  the  registered  holder  to
purchase from the Company  one  one-hundredth  of a share of
Series  BB  Participating  Cumulative Preference Stock,  par
value  $25  per  share  (the "Preference  Shares"),  of  the
Company  at  a price of $110  per  one  one-hundredth  of  a
Preference  Share   (the   "Purchase   Price"),  subject  to
adjustment as described below.  The description and terms of
the Rights are set forth in the Rights Agreement.

     Initial  Status of the Rights.  Until  the  earlier  to
occur of (i) 10  days following a public announcement that a
person or group of  affiliated  or  associated  persons  (an
"Acquiring Person") has acquired beneficial ownership of 15%
or  more of the outstanding Common Stock or (ii) 10 business
days  (or  such later date as may be determined by action of
the Board of  Directors  prior to such time as any person or
group of affiliated persons  becomes  an  Acquiring  Person)
following   the  commencement  of,  or  announcement  of  an
intention to make, a tender offer or exchange offer that, if
consummated,  would  result in the beneficial ownership by a
person or group of 15%  or  more  of  the outstanding Common
Stock   (the  earlier  of  such  dates  being   called   the
"Distribution  Date"),  the  Rights will be evidenced by the
Common Stock certificates outstanding as of the Record Date,
together with a copy of a Summary  of  Rights  in  the  form
mailed to the holders of Common Stock on November 1, 1996.

     The   Rights   Agreement   provides   that,  until  the
Distribution  Date (or earlier redemption or  expiration  of
the Rights), the  Rights  will  be transferred with and only
with  the  Common Stock.  Until the  Distribution  Date  (or
earlier redemption  or expiration of the Rights), new Common
Stock certificates issued  after  the  Record  Date upon any
transfer  or  new  issuance  of Common Stock will contain  a
notation incorporating the Rights  Agreement  by  reference.
Until  the  Distribution  Date  (or  earlier  redemption  or
expiration of the Rights), the surrender for transfer of any
certificates for Common Stock outstanding as of  the  Record
Date, even without such notation or a copy of the Summary of
Rights  being  attached  thereto,  will  also constitute the
transfer  of  the  Rights associated with the  Common  Stock
represented by such certificate.

     Distribution  and   Term   of   Rights.    As  soon  as
practicable   following   the  Distribution  Date,  separate
certificates evidencing the Rights will be mailed to holders
of record of the Common Stock as of the close of business on
the Distribution Date and such  separate  certificates alone
will evidence the Rights.

     The  Rights are not exercisable until the  Distribution
Date.  The  Rights  will  expire  on  November  1, 2006 (the
"Final  Expiration Date"), unless the Final Expiration  Date
is extended  or  unless  the  Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.

     Triggering Events.  In the  event  that  the Company is
acquired   in   a   merger  or  other  business  combination
transaction or 50% or  more  of  its  consolidated assets or
earning power are sold after a person or group has become an
Acquiring Person, proper provision will be made so that each
holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price
of the Right, that number of shares of  common  stock of the
acquiring company which at the time of such transaction will
have a market value of two times the exercise price  of  the
Right.   In the event that any person or group of affiliated
or associated  persons  becomes  an Acquiring Person, proper
provision  shall be made so that each  holder  of  a  Right,
other than Rights beneficially owned by the Acquiring Person
(which will  thereafter  be  void), will thereafter have the
right to receive upon exercise  that  number of Common Stock
having a market value at the time of such  occurrence of two
times the exercise price of the Right.

     Anti-Dilution.  The  Purchase  Price payable,  and  the
number of Preference Shares or other  securities or property
issuable,  upon  exercise  of  the  Rights  are  subject  to
adjustment from time to time to prevent dilution  (i) in the
event  of a stock dividend on, or a subdivision, combination
or reclassification of, the Preference Shares, (ii) upon the
grant to holders of the Preference Shares of certain rights,
options  or warrants to subscribe for or purchase Preference
Shares at a price, or securities convertible into Preference
Shares with  a  conversion price, less than the then-current
market price of the  Preference  Shares  or  (iii)  upon the
distribution   to   holders  of  the  Preference  Shares  of
evidences  of  indebtedness  or  assets  (excluding  regular
quarterly cash dividends  or dividends payable in Preference
Shares) or of subscription  rights  or  warrants (other than
those referred to above).

     The number of outstanding Rights and  the number of one
one-hundredths of a Preference Share issuable  upon exercise
of each Right are also subject to adjustment in the event of
a stock split of the Common Stock or a stock dividend on the
Common  Stock  payable  in  Common  Stock  or  subdivisions,
consolidations   or   combinations   of   the  Common  Stock
occurring, in any such case, prior to the Distribution Date.

     With certain exceptions, no adjustment  in the Purchase
Price will be required until cumulative adjustments  require
an  adjustment  of  at  least  1%.  No fractional Preference
Shares  will  be  issued  (other than  fractions  which  are
integral  multiples  of one one-hundredth  of  a  Preference
Share,  which  may,  at the  election  of  the  Company,  be
evidenced by depository  receipts)  and  in lieu thereof, an
adjustment in cash will be made based on the market price of
the Preference Shares on the last trading  day  prior to the
date of exercise.

     Exchange and Redemption.  At any time after  any person
or  group  becomes  an  Acquiring  Person  and  prior to the
acquisition  by such person or group of 50% or more  of  the
outstanding Common  Stock,  the  Board  of  Directors of the
Company may exchange the Rights (other than Rights  owned by
such person or group which have become void), in whole or in
part, at an exchange ratio of one share of Common Stock,  or
one  one-hundredth of a Preference Share, per Right (subject
to adjustment).

     At  any  time  prior  to the acquisition by a person or
group  of  affiliated or associated  persons  of  beneficial
ownership of  15%  or  more of the outstanding Common Stock,
the Board of Directors of  the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), subject  to adjustment.  The redemption
of the Rights may be made effective  at  such  time, on such
basis and with such conditions as the Board of Directors  in
its  sole  discretion  may  establish.  Immediately upon any
redemption of the Rights, the  right  to exercise the Rights
will terminate and the only right of the  holders  of Rights
will be to receive the Redemption Price.

     Rights, Preferences and Limitations of Purchase Rights.
Preference  Shares  purchasable  upon exercise of the Rights
will not be redeemable.  Each Preference  Share will entitle
the  holder  to  receive  a preferential quarterly  dividend
payment of the greater of $10  or  100  times  the aggregate
dividend declared per share of Common Stock.  In  the  event
of liquidation, the holders of the Preference Shares will be
entitled  to  a  minimum preferential liquidation payment of
$100 per share and,  under  certain  circumstances,  may  be
entitled   to   receive   additional   distributions.   Each
Preference  Share  will  entitle the holder  to  100  votes,
voting  together with the Common  Stock.   Finally,  in  the
event of  any  merger, consolidation or other transaction in
which Common Stock  is exchanged, each Preference Share will
entitle the holder to  receive 100 times the amount received
per share of Common Stock.   These  rights  are protected by
customary anti-dilution provisions.  Because  of  the nature
of  the Preference Shares' dividend, liquidation and  voting
rights,  the  value  of each one one-hundredth interest in a
Preference Share purchasable  upon  exercise  of  each Right
should approximate the value of one share of Common Stock.

     Amendments.  The terms of the Rights may be amended  by
the Board of Directors of the Company without the consent of
the  holders  of the Rights, including an amendment to lower
the 15% thresholds  described  above  to  not  less than the
greater  of (i) the sum of .001% and the largest  percentage
of the outstanding Common Stock then known to the Company to
be beneficially  owned  by any person or group of affiliated
or associated persons and  (ii)  10%,  except  that from and
after  such  time  as  any person or group of affiliated  or
associated persons becomes  an  Acquiring  Person,  no  such
amendment  may adversely affect the interests of the holders
of the Rights.

     Miscellaneous.   Until a Right is exercised, the holder
thereof, as such, will  have  no  rights as a stockholder of
the  Company, including, without limitation,  the  right  to
vote or  to  receive  dividends.  While  the dividend of the
rights  will  not  be  taxable  to stockholders  or  to  the
Company, stockholders of the Company may, depending upon the
circumstances, recognize taxable  income  in  the event that
the Rights become exercisable as described above.

Laws  and  Organizational Document Provisions with  Possible
Antitakeover Effects

     Louisiana  law permits corporations to include in their
articles of incorporation  any  provisions  not inconsistent
with  law  that  regulates  the  internal  affairs   of  the
corporation,  including  provisions  that  are  intended  to
encourage  any  person  desiring  to  acquire  a controlling
interest  in  the  corporation  to  do  so  pursuant  to   a
transaction  negotiated  with  the  corporation's  board  of
directors  rather  than  through a hostile takeover attempt.
These provisions are intended to assure that any acquisition
of  control of the corporation  will be subject to review by
the  board  to take into account, among  other  things,  the
interests  of   all   of   the  corporation's  shareholders.
However, some shareholders may  find  these provisions to be
disadvantageous  to  the  extent that they  could  limit  or
preclude  meaningful shareholder  participation  in  certain
transactions  such  as  mergers  or tender offers and render
more  difficult  or discourage certain  takeovers  in  which
shareholders might receive for some or all of their shares a
price that is higher than the prevailing market price at the
time the takeover  attempt  is  commenced.  These provisions
might  further  render more difficult  or  discourage  proxy
contests, the assumption  of  control by a person of a large
block of the corporation's voting stock or any other attempt
to   influence   or  replace  the  corporation's   incumbent
management.

     The Company's  Articles  contain  provisions  that  are
designed  to ensure meaningful participation of the Board of
Directors in  connection with proposed takeovers.  Moreover,
Louisiana  has  adopted   statutes  that  regulate  takeover
attempts.  Set forth below is a discussion of the provisions
of the Louisiana Business Corporation  Law and the Company's
Articles  and  Bylaws  that may reasonably  be  expected  to
affect the incidence and outcome of takeover attempts.

     Classified Board of  Directors;  Removal  of Directors;
Vacancies.  The Company's Articles provide for the  Board of
Directors  to  be  divided  into three classes of directors,
with each class to be as nearly equal in number of directors
as possible, serving staggered three-year terms.

     Any director of the Company may be removed from office,
but only for cause, by the affirmative  vote at a meeting of
shareholders  called for such purpose of the  holders  of  a
majority of the  Total Voting Power of all shareholders and,
at any time that there  is  a  Related  Person  (as  defined
below),  by  a  majority  of  the  Total Voting Power of all
shareholders  other than the Related  Person,  voting  as  a
separate group.

     Classification of the Board of Directors of the Company
tends to make more difficult the change of a majority of its
composition and  to  assure  the continuity and stability of
the Company's management and policies,  since  a majority of
the  directors  at  any given time will have served  on  the
Board for at least one year.  Absent a removal of directors,
a minimum of two annual  meetings  of  shareholders would be
necessary to effect a change in the majority  control of the
Board.

     The   classified  board  provision  applies  to   every
election of  directors, regardless of whether the Company is
or has been the  subject of an unsolicited takeover attempt.
The shareholders may,  therefore,  find it more difficult to
change  the  composition  of  the  Board   for  any  reason,
including  performance,  and the classified board  structure
will thereby tend to perpetuate  existing  management of the
Company.  In addition, because the provision  will  make  it
more  difficult  to  change  the  control  of  the  Board of
Directors,   it   may  discourage  tender  offers  or  other
acquisitions of the  Company's  stock which shareholders may
believe would be in their best interests.

     The  provision of the Company's  Articles  relating  to
removal of  the  Company's  directors  would also preclude a
third party from gaining control of the  Company's  Board by
removing  incumbent directors without cause and filling  the
vacancies created  thereby  with  its own nominees.  Without
this  provision,  under  Louisiana law  directors  could  be
removed (with or without cause)  by  a majority of the Total
Voting Power at any special shareholders' meeting called for
that  purpose.   Therefore, a party holding  or  controlling
such requisite vote  could  circumvent  the classified board
structure by calling a special meeting of  the shareholders,
removing the incumbent directors and electing  its own slate
of directors.  The limitations on the Company's  ability  to
remove  its  incumbent  directors  set forth in the Articles
protects the classified board structure against such action.
However, such Article provisions also tend to reduce, and in
some instances eliminate, the power  of  shareholders,  even
those  with  a  majority  interest in the Company, to remove
incumbent directors without  cause  and to fill vacancies on
the Board of Directors.

     Under  the  Louisiana  Business  Corporation  Law,  any
vacancy on the board of directors (including those resulting
from an increase in the authorized number  of directors) may
be filled by the remaining directors, subject  to  the right
of  the  shareholders  to  fill  such  vacancy.   Under  the
Company's  Articles,  changes in the number of directors may
not be made without, among  other  things,  the  affirmative
vote  of 80% of the directors.  Moreover, vacancies  on  the
Board may  be  filled only by the Board of Directors, acting
by vote of both  a  majority of the directors and a majority
of the Continuing Directors  (as defined below), voting as a
separate group.  These provisions  will  likely  preclude  a
third  party  from gaining control of the Company's Board by
increasing the number of directors and filling the resulting
vacancies with its own nominees.

     Shareholder  Action  by  Unanimous  Consent.  Under the
Louisiana Business Corporation Law, unless  the  articles of
incorporation  provide  otherwise,  any  vote that could  be
taken by shareholders at an annual or special meeting may be
taken instead without a meeting if a consent  in  writing is
signed  by  all  of  the  holders  of the outstanding voting
stock.   The  Company's  Articles provide  that  shareholder
action may be taken only at  an annual or special meeting of
shareholders, and may not be taken  by  a written consent of
the  shareholders.   This  Article provision  will  preclude
consent  solicitations  by persons  desiring  to  acquire  a
controlling interest in the Company.

     Restrictions on Taking  Shareholder  Action.  Under the
Louisiana Business Corporation Law, shareholders holding 20%
(or  such  lesser  or  greater  proportion as fixed  in  the
articles of incorporation) of the corporation's total voting
power  may  call  a  special  shareholders   meeting.    The
Company's Articles provide that holders of a majority of the
Total Voting Power are entitled to call a special meeting of
shareholders.   This  higher threshold substantially reduces
the  ability  of  shareholders   interested   in   effecting
corporate  action  from  calling  a  special meeting between
annual meetings.

     Fair   Price  Provisions.     The  Company's   Articles
contain certain  provisions  designed  to provide safeguards
for shareholders when a Related Person attempts  to effect a
Business  Combination  (as  defined below) with the Company.
In general, a Business Combination between the Company and a
Related  Person  must  be approved  by  a  majority  of  the
directors and a majority  of the Continuing Directors and by
the affirmative votes of both  80% of the Total Voting Power
of all stockholders and 66-2/3% of the Total Voting Power of
shareholders other than the Related  Person  present or duly
represented at a meeting, voting as a separate group.  These
voting requirements do not apply to any Business Combination
that  is approved in advance by a majority of the  directors
and a majority  of  the  Continuing Directors, or if certain
minimum   price,  form  of  consideration   and   procedural
requirements   are  satisfied.   If  the  requisite  advance
approval  is  obtained   or   the  minimum  price,  form  of
consideration  and  procedural requirements  are  satisfied,
only the affirmative  vote  of the holders of 66-2/3% of the
Total Voting Power present or represented at a shareholders'
meeting of the Company is required  to  approve the Business
Combination.

     A "Related Person" is defined as any person (other than
the  Company,  a  subsidiary of the Company  or  any  profit
sharing, employee stock  ownership or other employee benefit
plan of the Company or any  subsidiary of the Company or any
trust, trustee of or fiduciary with respect to any such plan
acting in such capacity) who  (i) is the beneficial owner of
shares of capital stock representing  10%  or  more  of  the
outstanding  Total  Voting  Power of the Company entitled to
vote for the election of directors  or  (ii) is an affiliate
or associate of the Company and at any time within the prior
two  years  was  the beneficial owner of shares  of  capital
stock representing  10%  or  more of such voting power.  The
term  "beneficial  owner"  includes   persons   directly  or
indirectly owning or having the right to acquire or vote the
stock of the Company.

     A "Continuing Director" is defined as any member of the
Board  of  Directors  who  is  not affiliated with a Related
Person and who was a director of  the  Company  prior to the
time  the  Related Person became a Related Person,  and  any
successor to  a  Continuing  Director  who is not affiliated
with  the  Related Person and is recommended  to  succeed  a
Continuing  Director   by   a  majority  of  the  Continuing
Directors then on the Board.

     A  "Business  Combination"   includes   the   following
transactions:  (i)  any  merger  or consolidation of, or  an
exchange  of  securities  by  the  Company  or  any  of  its
subsidiaries;  (ii)  any  sale, lease,  exchange,  mortgage,
pledge, transfer or other disposition  of  any assets of the
Company,  or  any  subsidiary  of  the  Company,  having  an
aggregate  book or fair market value of $1,000,000 or  more;
(iii) the adoption of a plan or proposal for the liquidation
or dissolution  of  the  Company or any of its subsidiaries;
(iv) the issuance or transfer  by  the Company or any of its
subsidiaries   of   securities  of  the  Company   or   such
subsidiaries having a  fair  market  value  of $1,000,000 or
more;    (v)    any    reclassification    of    securities,
recapitalization,  consolidation  or  any  other transaction
which  would  have  the  effect, directly or indirectly,  of
increasing the voting power  or  the  proportionate share of
the outstanding stock of any class of the  Company or any of
its subsidiaries held by a Related Person or  any  associate
or  affiliate  thereof; (vi) any loans, advances, guarantees
or other financial assistance or any tax credits provided by
the Company or any  of  its subsidiaries to a Related Person
or  any  associate  or  affiliate   thereof,  or  (vii)  any
agreement, contract or other arrangement  providing directly
or indirectly for any of the foregoing.

     As  stated  above,  there  is  no supermajority  voting
requirement  if  (i)  the  Business  Combination   has  been
approved  in advance by a majority of the directors and  the
Continuing  Directors  or  (ii) if all of the minimum price,
form of consideration and procedural  requirements described
below are satisfied.

     (i) Minimum Price Requirement. The  cash  or  the  fair
market   value   of   the   property,  securities  or  other
consideration to be received  per  share  by shareholders of
the Company in connection with the Business Combination must
be  no  less than the "Highest Purchase Price"  (as  defined
below).

     The   "Highest   Purchase   Price,"   in  the  case  of
consideration received by holders of Common  Stock,  must at
least  equal  the  highest of the following: (i) the highest
per  share  price  (including   any  brokerage  commissions,
transfer taxes and soliciting dealers'  fees)  paid  by  the
Related  Person  for  any  shares of Common Stock within the
two-year period immediately  prior  to the announcement date
of the Business Combination or in the  transaction  in which
such  person became a Related Person; (ii) the market  value
per  share   of  Common  Stock  on  the  date  the  Business
Combination is  announced  or  on  the date that the Related
Person  became  a Related Person, whichever  is  higher;  or
(iii) the price per  share  equal to the market value of the
Common Stock determined pursuant to Subparagraph (ii) above,
multiplied  by a fraction the  numerator  of  which  is  the
highest price  per  share  (including brokerage commissions,
transfer  taxes and soliciting  dealers'  fees)  paid  by  a
Related Person  for any shares of Common Stock within a two-
year period immediately  prior  to  the announcement date of
the Business Combination, and the denominator  of  which  is
the  market value per share of Common Stock on the first day
in such two-year period on which the Related Person acquired
any shares of Common Stock.

     In the case of consideration received by holders of any
series   of  the  Company's  Preferred  Stock,  the  Highest
Purchase   Price  must  at least equal the higher of (i) the
Highest Purchase Price determined  in  the  manner set forth
above,  except that any calculation based on the  per  share
purchase  price  or  market value of Common Stock instead is
based on the per share  purchase  price  or  market value of
such  series  of  Preferred  Stock  acquired by the  Related
Person, or (ii) the highest preferential amount per share to
which the holders of such series of Preferred Stock would be
entitled to receive upon liquidation of the Company.

     (ii)    Form   of   Consideration  Requirements.    The
consideration paid to the  holders of any class or series of
the Company's stock must be  in  cash or in the same form of
other consideration as previously paid by the Related Person
in acquiring its shares of that class or series of stock.

     (iii)     Procedural   Requirements.    The   following
procedural requirements must be satisfied at all times after
the Related Person became a Related  Person and prior to the
consummation  of a Business Combination:   (i)  there  shall
have been no failure  to declare and pay at the regular date
therefor any periodic dividends  (whether or not cumulative)
on any outstanding Preferred Stock;  (ii)  there  shall have
been  (a) no reduction in the annual rate of dividends  paid
on the  shares  of  Common  Stock  (except  as  necessary to
reflect  any  stock split or stock dividend with respect  to
the Common Stock) and (b) no failure to increase such annual
rate   of   dividends    as   necessary   to   reflect   any
reclassification,  including   any   reverse   stock  split,
recapitalization, reorganization or any similar  transaction
which  has  the effect of reducing the number of outstanding
shares of the  Common Stock; (iii) such Related Person shall
not have become  the  beneficial  owner  of  any  additional
shares of the Company's capital stock except as part  of the
transaction which resulted in such Related Person becoming a
Related Person or by virtue of proportionate stock splits or
stock dividends; and (iv) such Related Person shall not have
received   the   benefit,   except   proportionately   as  a
shareholder, of any loans, advances, guarantees, pledges  or
other  financial  assistance or any tax credits or other tax
advantages  provided   by   the   Company   or  any  of  its
subsidiaries.

     The  fair  price provisions contained in the  Company's
Articles are designed  to prevent a purchaser from utilizing
two-tier  pricing and similar  inequitable  tactics  in  the
event of an  attempted  takeover  of  the  Company.   In the
absence  of the Articles' fair price provisions, a purchaser
who acquired  control of the Company could be in a position,
by virtue of such  control,  to compel minority shareholders
to  accept  a  lower  price  or  a less  desirable  form  of
consideration  than that given to other  shareholders.   The
effect of the provisions  is to encourage any Related Person
or  potential  Related  Person   interested  in  a  Business
Combination to negotiate the terms  of such transaction with
the  Board  of  Directors  of  the  Company   prior  to  its
acquisition of a substantial amount of the capital  stock of
the  Company  and  in  a context that would provide adequate
time and information so  that  all  relevant  considerations
would  receive  the  requisite  attention and, if necessary,
publicity.

     It should be noted, however,  that  tender  offers  are
usually  made  at premium prices above the prevailing market
price of a company's  stock.  In  addition,  acquisitions of
stock  by  persons  attempting  to  acquire control  through
market purchases may cause the market  price  of  the  stock
temporarily  to  reach  levels  which  are higher than would
otherwise  be  the  case.  Because of the higher  percentage
requirements  for shareholder  approval  of  any  subsequent
Business Combination, and the possibility of having to pay a
higher  price to  other  shareholders  in  such  a  Business
Combination,  it  may  become more costly for a purchaser to
acquire  control  of  the  Company.    Thus,  the  Company's
Articles may discourage such purchases,  particularly  those
for  less  than  all  of  the shares of the Company, and may
therefore deprive holders of  Common Stock of an opportunity
to sell their stock at a temporarily  higher  market  price.
The provisions would not necessarily discourage persons  who
would  be  willing  to acquire a controlling interest in the
Company and to forego a "second tier" transaction.  Although
the supermajority and  fair price provisions are designed to
assure fair treatment of  all shareholders in the event of a
takeover,  the  provisions may  also  adversely  affect  the
ability of shareholders to benefit from certain transactions
which are opposed by the Company's Board of Directors.

     In certain instances,  the fair price provisions, while
providing objective pricing criteria, could be arbitrary and
not indicative of market values.   In  addition,  a  Related
Person may be unable, as a practical matter, to comply  with
all   of   the  procedural  requirements  of  the  Company's
Articles.  In  these  circumstances,  a  potential purchaser
would  be  forced  either  to negotiate with the  Continuing
Directors and offer terms acceptable  to  them or to abandon
the proposed Business Combination.

     Under the Articles' fair price provisions,  in  certain
circumstances   a   Business   Combination   that  might  be
attractive to some shareholders might never be  proposed  to
the shareholders by a Related Person, or, if proposed, might
not  be  consummated.  Due to the supermajority voting 
requirements imposed by these provisions, it  may be difficult 
for a Related Person to secure the necessary shareholder 
approvals without the support of management and employee
shareholders. Moreover, since only the Continuing Directors 
will have the authority  to  avoid  the  requirement  of  a  
supermajority shareholder vote  to  approve  Business  
Combinations or the application of the minimum price, form of  
consideration and procedural  requirements, the provisions 
also may tend to insulate management against the possibility 
of removal in the event of a takeover bid.

     Louisiana  has  adopted  a  fair  price   statute  that
provides  for  protections  substantially  similar to  those
afforded  under  the  Articles' fair price provisions.   The
Company has formally claimed  the  benefits of this statute,
subject to the proviso that the statute  will  not  apply to
any business combination involving a related person that  is
an employee benefit plan or related trust of the Company.

     Louisiana Control Share Statute.  The Louisiana Control
Share  Statute  adopted  in  1987  provides that, subject to
certain  exceptions,  any shares of certain  publicly-traded
Louisiana corporations  acquired  by  a  person or group (an
"Acquiror"), other than an employee benefit  plan or related
trust of the corporation, in an acquisition that causes such
Acquiror  to  have  the  power to vote or direct the  voting
shares in the election of  directors  in  excess of 20%, 33-
1/3% or 50% thresholds shall have only such  voting power as
shall be accorded by the affirmative vote of,  among others,
the holders of a majority of the votes of each voting  group
entitled  to  vote separately on the proposal, excluding all
"interested shares"  (as  defined below), at a meeting that,
subject to certain exceptions,  is required to be called for
that  purpose  upon  the  Acquiror's  request.   "Interested
shares" is defined by the statute  to  sterilize the vote of
the corporation's management and the Acquiror,  and includes
all  shares  as  to which the Acquiror, any officer  of  the
corporation and any  director of the corporation who is also
an employee of the corporation  may  exercise  or direct the
exercise of voting power.  If either the Acquiror  fails  to
comply  with  certain  specified  notice requirements or the
shareholders vote against according  voting  rights  to  the
shares  obtained  by  the  Acquiror, the corporation has the
right to redeem the shares held  by  the  Acquiror for their
fair value.

     The  Louisiana  Control  Share  Statute  establishes  a
referendum  format by which disinterested shareholders  may,
in effect, demonstrate  their  support  or  opposition  to a
proposed tender offer or share acquisition by their vote  as
to  whether  to accord or deny voting rights to the Acquiror
with respect to  shares  acquired by him or her.  On the one
hand, the possibility that  voting  rights  might  be denied
with respect to interested shares may encourage the Acquiror
to  negotiate  a  non-hostile acquisition with the board  of
directors.  On the  other  hand,  Acquirors  that commence a
tender  offer  at  a  price  in excess of prevailing  market
values may be able to readily  obtain  the  shareholder vote
re-enfranchising his or her shares, which in  all likelihood
would significantly reduce the pressure on the  Acquiror  to
negotiate with the board of directors and the willingness of
the board to oppose the transaction.

     The  statute permits a company to amend its articles of
incorporation  or  bylaws  to  exclude  from  the  statute's
application future acquisitions of the Company's stock.   In
1995,  the  Company  amended  its Bylaws to provide that the
statute does not apply to share  acquisitions  of the Common
Stock.   Subject  to any required regulatory approvals,  the
Company  may at any  time  opt  back  into  the  statute  by
rescinding its 1995 bylaw amendment.


     Evaluation  of  Tender  Offers.  The Company's Articles
expressly  require, and the Louisiana  Business  Corporation
Law  expressly   permits,   the  Board  of  Directors,  when
evaluating a Business Combination, tender or exchange offer,
or a proposal by another person to make a tender or exchange
offer, to consider certain enumerated  factors in exercising
its judgment in determining what is in the best interests of
the  Company  and its shareholders.  For this  purpose,  the
Board is to consider,  in  addition  to  the adequacy of the
consideration  to be paid in any such transaction,  (i)  the
social  and economic  effects  of  the  transaction  on  the
Company  and   its   subsidiaries,   and   their  respective
employees,  customers, creditors and other elements  of  the
communities in  which  they operate or are located; (ii) the
business and financial condition  and the earnings prospects
of the acquiring party, including,  but not limited to, debt
service and other existing or likely  financial  obligations
of  the  acquiring  party,  and the possible effect of  such
conditions upon the Company and  its  subsidiaries and other
elements  of the communities in which the  Company  and  its
subsidiaries   are   located;   and  (iii)  the  competence,
experience  and integrity of the acquiring  person  and  its
management.

     One effect  of such provision in the Company's Articles
may be to discourage,  in  advance, an acquisition proposal.
Often, an offeror consults the board of a target corporation
prior to or after commencing  a  tender or exchange offer in
an  attempt  to  prevent  a contest from  developing.   Such
provision  will strengthen the  position  of  the  Company's
Board in dealing  with  any  potential  offeror  which might
attempt to impose a takeover on the Company.  Another effect
of such provision may be to dissuade shareholders  who might
potentially  be displeased with the Board's response  to  an
acquisition proposal from engaging the Company in costly and
time-consuming litigation.

     This provision would not make a transaction regarded by
the Company's  Board  as  being in the best interests of the
Company  more difficult to accomplish.   However,  it  would
permit the  Board  to  determine  that  a  proposed Business
Combination  was  not in the best interests of  the  Company
(and thus to oppose  it) on the basis of the various factors
which  it is required to  consider.   In  some  cases,  such
opposition by the Board might have the effect of maintaining
the position of incumbent management.

     Unissued  Stock.   As  discussed above under "Preferred
Stock," the Board of Directors of the Company is authorized,
without  action  of  its shareholders,  to  issue  Preferred
Stock.  One of the effects  of the existence of undesignated
Preferred Stock (and authorized  but  unissued Common Stock)
may  be  to  enable  the  Board of Directors  to  make  more
difficult or to discourage  an  attempt to obtain control of
the  Company  by  means  of a merger,  tender  offer,  proxy
contest or otherwise, and  thereby to protect the continuity
of the Company's management.  If, in the due exercise of its
fiduciary  obligations,  the  Board  of  Directors  were  to
determine that a takeover proposal  was not in the Company's
best interest, such shares could be issued  by  the Board of
Directors  without  shareholder  approval  in  one  or  more
transactions  that  might prevent or make more difficult  or
costly  the  completion   of  the  takeover  transaction  by
diluting the voting or other rights of the proposed acquiror
or insurgent shareholder group,  by  creating  a substantial
voting  block  in  institutional  or other hands that  might
undertake to support the position of  the incumbent Board of
Directors, by effecting an acquisition that might complicate
or preclude the takeover, or otherwise.  In this regard, the
Company's Articles grant the Board of Directors  broad power
to  establish  the  rights and preferences of the authorized
and unissued Preferred  Stock,  one  or more series of which
could be issued (i) entitling holders  to vote separately as
a  class  on any proposed merger or consolidation;  (ii)  to
elect directors  having  terms  of  office or voting  rights
greater  than  those of other directors;  (iii)  to  convert
Preferred Stock  into  a  greater number of shares of Common
Stock or other securities;  (iv)  to  demand redemption at a
specified price under prescribed circumstances  related to a
change of control; or (v) to exercise other rights  designed
to  impede  a takeover.  The issuance of shares of Preferred
Stock  pursuant   to   the  Board  of  Directors'  authority
described  above may adversely  affect  the  rights  of  the
holders of Common Stock.

     Time-Phase    Voting.    As   discussed   above,   each
outstanding share of Common Stock and Voting Preferred Stock
entitles  the  holder   to  one  vote  unless  it  has  been
beneficially owned by the same person continuously since May
30, 1987, in which case it  generally entitles the holder to
ten votes until transfer.  The existence of multi-vote stock
may render more difficult a change of control of the Company
or the removal of incumbent management.   To the extent that
voting   power   will   be  concentrated  in  the  Long-Term
Shareholders,  it  may  be  difficult   or   impossible   to
consummate  a  merger, tender offer or proxy contest opposed
by  Long-Term  Shareholders,  with  the  result  that  other
shareholders may be denied the opportunity to sell shares at
a premium or to otherwise  realize the benefits of a  change  
in  control.  As  noted  above under "Common  Stock - Voting 
Rights," the trustee of two  of  the Company's benefit plans 
holds, and is expected to continue to hold for the foreseeable   
future, a significant percentage of the  Total  Voting Power, 
which is generally voted by the trustee in accordance  with 
the instructions of the Company's employees.  With respect to  
several of the matters discussed herein that may be submitted  
to a shareholder vote in connection with a takeover attempt, 
the number of votes held by the trustee  and  voted  by  the
employees  may  be  sufficient  to  ensure the defeat of the
matter.  Accordingly, a takeover attempt  or  an  effort  to
remove  incumbent  directors  or  management  or  any  other
corporate  action  requiring  a  supermajority  vote that is
opposed by the employees of the Company may be less likely to 
succeed.

     Preference  Share Purchase Rights.  As discussed  above
under the heading  "  Preference Share Purchase Rights," the
Company has issued Rights  entitling  the registered holders
to purchase certain securities of the Company.   The  Rights
will  cause  substantial  dilution to a person or group that
attempts  to acquire the Company  without  conditioning  the
offer on the  redemption  of  the Rights.  The Rights should
not interfere with any merger or  other business combination
approved by the Board of Directors  of the Company since the
Board may, at its option, redeem all  but  not less than all
of  the  then  outstanding  Rights  in the manner  described
above.

     Indemnification and Exculpation.   Article  II, Section
10  of  the Bylaws of the Company provides in part that  the
Company will  indemnify and hold harmless, among others, any
director  or  officer   of   the   Company  or  one  of  its
subsidiaries   ("Indemnified   Party")   against    expenses
(including  attorney's  fees),  judgments, fines and amounts
paid in settlement actually and reasonably  incurred  by the
Indemnified Party in connection with any claim, action, suit
or  proceeding,  whether civil, criminal, administrative  or
investigative  and   whether   made   judicially  or  extra-
judicially  (a "Claim") involving an Indemnified  Party,  if
the Indemnified  Party is successful in defense of the Claim
or otherwise, or if it is determined by members of the Board
of  Directors  who are  not  parties  to  the  Claim  or  by
independent legal  counsel  that the Indemnified Party acted
in what he or she reasonably  believed  to  be  in  the best
interests  of  the  Company,  or,  in  the  case  of a claim
involving a criminal action, that the Indemnified Party  had
no  reasonable cause to believe that his or her actions were
unlawful   (the   "Standard   of  Conduct");  provided  that
generally no person can be indemnified  for  the  results of
such person's willful or intentional misconduct.  An officer
of the Company who is not a party to the Claim may authorize
the advancement of expenses to an Indemnified Party upon the
receipt   of   any  undertaking  by  or  on  behalf  of  the
Indemnified Party  to  repay  the  amount  of  such advanced
expenses if it is ultimately determined that he  or  she  is
not  entitled  to  be  indemnified  by the Company under the
circumstances, or the Company may, in  its  sole discretion,
assume all responsibility for the defense of  the  Claim  on
behalf of the Indemnified Party if it is determined that the
Indemnified Party met the Standard of Conduct.

     The  Company's  Articles  authorize  it  to  enter into
contracts   with   directors   and  officers  providing  for
indemnification to the fullest extent permitted by law.  The
Company has entered into indemnification contracts providing
contracting  directors  or  officers   the   procedural  and
substantive rights to indemnification currently set forth in
the  Bylaws  ("Indemnification  Contracts").  The  right  to
indemnification  provided  by the Indemnification  Contracts
apply  to  all covered claims,  whether  such  claims  arise
before or after the effective date of the contract.

     The Company  maintains an insurance policy covering the
liability of its directors and officers for actions taken in
their  official  capacity.   The  Indemnification  Contracts
provide  that,  to  the   extent   insurance  is  reasonably
available,  the Company will maintain  comparable  insurance
coverage for  each  contracting  party  as long as he or she
serves as an officer or director and thereafter  for so long
as  he or she is subject to possible personal liability  for
actions  taken  in  such  capacities.   The  Indemnification
Contracts also provide that if the Company does not maintain
comparable insurance, it will hold harmless and  indemnify a
contracting  party  to the full extent of the coverage  that
would otherwise have been provided for his or her benefit.

     The  Company's  Articles   include   a  provision  that
eliminates the personal liability of a director  or  officer
to  the  Company  and  its shareholders for monetary damages
resulting from breaches  of  the  duty  of  care to the full
extent permitted by Louisiana law and further  provides that
any  amendment  or repeal of this provision will not  affect
the elimination of  liability  accorded  to  any director or
officer  for  acts  or  omissions  occurring prior  to  such
amendment or repeal.

     Amendment   of   the  Articles  and  Bylaws.    Various
provisions  in  the  Company's   Articles,   including   the
classified board provisions, fair price provisions and those
provisions  limiting  the  ability of shareholders to act by
written  consent,  may  not  be   amended  except  upon  the
affirmative vote of both 80% of the  Total  Voting  Power of
all  shareholders  and 66-2/3% of the Total Voting Power  of
the shareholders other  than  a  Related  Person  present or
represented at a shareholders' meeting, voting as a separate
group; provided that the affirmative vote of the holders  of
only a majority of the Total Voting Power is required if the
amendments  were  first  adopted  by  both a majority of the
directors and a majority of the Continuing Directors, voting
as a separate group.

     The Company's Articles provide that  the  Bylaws may be
adopted, amended or repealed and new Bylaws may  be  adopted
by  a  majority of the Board of Directors and a majority  of
the Continuing  Directors, voting as a separate group, or by
the affirmative vote  of  the holders of at least 80% of the
Total Voting Power of all shareholders,  and  66-2/3% of the
Total  Voting  Power  of  the  shareholders  other than  the
Related   Person   present   or  duly  represented  at   the
shareholders' meeting, voting as a separate group.

     The  multiple votes required  to  amend  the  Company's
Articles or  Bylaws  may  have  the effect of discouraging a
potential  purchaser  of the Company's  capital  stock  from
undertaking market purchases,  initiating  a tender offer or
entering  into  a  proxy contest where the ability  to  make
fundamental changes  through  article or bylaw amendments is
an important element of the strategy of such party.

     Advance Notification of Nominations  and Other Matters.
The Company's Bylaws require shareholders of record who wish
to nominate directors or submit proposals for  consideration
at shareholders' meetings to provide timely advance  written
notice to the Company.  Subject to certain exceptions, to be
timely  the notice must be received by the Company not  less
than 70 days nor more than 210 days prior to the anniversary
date of the previous year's annual meeting.

     The   notice   to  the  Company  must  contain  certain
information, including  the  name,  age  and  address of the
shareholder proposing such action and any persons  acting in
concert  with such shareholder and a representation by  such
shareholder  that  such shareholder is a holder of record of
the Company's capital  stock  and  intends  to appear at the
meeting  in  person  to  make the nomination or propose  the
specified matter.  In the case of nominations for directors,
the notice must also include  (i) the name, age, address and
principal occupation of each nominee,  (ii) a description of
all arrangements between the nominating shareholder and each
nominee, (iii) other information required  to be included in
a  proxy  statement  pursuant  to  the  proxy rules  of  the
Securities and Exchange Commission, and (iv)  the consent of
each nominee to serve as director of the Company  if elected
and  an  affidavit  that  such  nominee meets all applicable
qualifications to serve as a director.  In the case of other
proposed business, the shareholder's notice must set forth a
description of the business, the reasons for conducting such
business  at the meeting and any material  interest  of  the
shareholder  therein.   The  chairman  of  the shareholders'
meeting will have the power to disregard any  nomination  or
other matter that fails to comply with these procedures.

     With  respect  to  proposals by shareholders to propose
matters other than the nomination  of  directors, the Bylaws
permit  the  Company  to disregard proposals  that  (i)  are
substantially duplicative of a prior-received proposal to be
voted  upon  at  the  upcoming   meeting,   (ii)  deal  with
substantially  the  same subject matter as a prior  proposal
that was voted upon within  the  preceding  five  years  and
which  failed  to  receive  affirmative  votes  in excess of
certain  specified levels, or (iii) in the judgment  of  the
Board of Directors  are  not  proper  subjects for action by
shareholders under Louisiana law.

     Restrictions on director nominations make it easier for
incumbent directors to obtain advance notice  of nominations
and render more difficult the assumption of control  of  the
Company  by  a  purchaser  of  a  significant  block  of the
Company's  stock through the removal of incumbent directors.
Such restrictions  eliminate  the  possibility of unexpected
nominations  for directors from the floor  of  meetings  and
limit the ability of shareholders to cause sudden changes in
the membership  of  the  Board of Directors.  Similarly, the
restrictions on shareholder proposals make it easier for the
Company to control the topics  brought before a shareholders
meeting and may make it more difficult  for  shareholders to
influence corporate actions and policy.

Item 2: Exhibits

     3.1  Amended  and  Restated Articles of Incorporation  of
          the Company (incorporated  by  reference  to Exhibit
          3(i) to the Company's Quarterly Report on Form  10-Q
          for the quarterly period ended September 30, 1996).

     3.2  Bylaws  of  the  Company as amended through November
          21, 1996 (incorporated  by  reference to Exhibit 3.2
          to the Company's Registration Statement on Form S-4,
          Registration No. 333-17015, filed on November 27, 1996).

     4.1  Rights  Agreement  dated  August  27,  1996  by  and
          between  the  Company  and Society National Bank, as
          Rights Agent (incorporated by reference to Exhibit 1
          of the Company's Current  Report  on  Form 8-K filed
          August 30, 1996).

                            * * * * *


                            Signature

     Pursuant  to  the  requirements  of  Section  12  of  the
Securities  Exchange  Act  of  1934,  the  registrant has duly
caused  this  amendment  to its registration statement  to  be
signed  on  its  behalf  by  the   undersigned,  thereto  duly
authorized.


                            CENTURY TELEPHONE ENTERPRISES, INC.


                                 By:  /s/ Harvey P. Perry
                                       Harvey P. Perry
                                       Senior Vice President,
                                       General  Counsel   and
                                       Secretary

Dated:  December 2, 1996