SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549


                          FORM 8-A/A


                       AMENDMENT NO. 2
            To Registration Statement on Form 8-A
  filed November 28, 1986, as amended on December 23, 1988,
                         relating to
               Preferred Stock Purchase Rights


      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 pursuant to Section 12(b) of the Act:

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

Series AA Junior Participating Preferred      New York Stock Exchange
          Stock Purchase Rights

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


The undersigned registrant hereby amends  the  following items
and  exhibits or other portions of its Registration  Statement
on Form 8-A as follows:

1.   Item  1  is  hereby  amended  to  read in its entirety as
follows:

          The  preferred  stock purchase rights  (the  "Former
     Rights")  of  Century Telephone  Enterprises,  Inc.  (the
     "Company") registered  under  the Securities Exchange Act
     of 1934, as amended (the "Exchange Act"), pursuant to the
     Company's  Registration  Statement   on  Form  8-A  filed
     November 28, 1986, as amended on December  23,  1988 (the
     "Registration Statement"), expired on November 27,  1996.
     Accordingly, the Company hereby removes all of the Former
     Rights   from   registration   under   the   Registration
     Statement.   Successor  rights were registered under  the
     Exchange  Act  pursuant  to  the  Company's  Registration
     Statement  on  Form 8-A filed  with  the  Securities  and
     Exchange Commission on August 30, 1996.

2.   Item 2 is hereby deleted.


                            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