Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MASLOWSKI MICHAEL E
   2. Issuer Name and Ticker or Trading Symbol
CENTURYTEL INC [CTL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP & Chief Info. Off.
(Last)
(First)
(Middle)
100 CENTURYTEL DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/16/2005
(Street)

MONROE, LA 71203		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/16/2005   M   1,375.2 A $ 0 27,891.08 D  
Common Stock 12/16/2005   D(1)   1,375.2 D $ 32.87 26,515.88 D  
Common Stock               150.46 I By 401(k) (2)
Common Stock               1,174.45 I By ESOP (3)
Common Stock               373.39 I By Stock Bonus Plan (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units (4) 12/16/2005   A   9.9     (5)   (5) Common Stock 9.9 $ 0 1,375.2 D  
Phantom Stock Units (4) 12/16/2005   M     1,375.2   (5)   (5) Common Stock 1,375.2 $ 0 0 D  
Employee Stock Option (right to buy) $ 45.54             03/24/2000 03/24/2009 Common Stock 19,142   19,142 D  
Employee Stock Option (right to buy) $ 34.63             02/21/2001(6) 02/21/2010 Common Stock 50,000   50,000 D  
Employee Stock Option (right to buy) $ 32.99             02/25/2003(7) 02/25/2012 Common Stock 81,000   81,000 D  
Employee Stock Option (right to buy) $ 27.48             02/24/2004(8) 02/24/2013 Common Stock 26,999   26,999 D  
Employee Stock Option (right to buy) $ 28.34             02/25/2004 02/25/2014 Common Stock 13,499   13,499 D  
Employee Stock Option (right to buy) $ 33.4             02/17/2005(9) 02/17/2015 Common Stock 40,500   40,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MASLOWSKI MICHAEL E
100 CENTURYTEL DRIVE
MONROE, LA 71203		       Sr. VP & Chief Info. Off.  

Signatures

 By: Kay C. Buchart, Attorney-In-Fact   12/19/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposition of stock back to company in exchange for cash payment due to termination of plan.
(2) As of most recent statement available
(3) As of most recent statement available.
(4) Security converts on a 1-to-1 basis.
(5) The reported phantom stock units were acquired under CTE's excess benefit plan and will be settled upon the reporting person's termination of service.
(6) One-third of the Stock Options are exercisable 2/21/2001, one-third are exercisable on 2/21/2002, and one-third are exercisable on 2/21/2003.
(7) One-third of the Stock Options are exercisable 2/25/03, one-third are exercisable 2/25/04, and one-third are exercisable 2/25/05.
(8) One-third of the Stock Options are exercisable 2/24/04, one-third are exercisable 2/24/05, and one-third are exercisable 2/24/06.
(9) One-third of the options are exercisable immediately, one-third are exercisable 2/17/06, and one-third are exercisable 2/17/07.

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