CENTURY TELEPHONE ENTERPRISES INC
S-3, 1994-03-31
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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       As filed with the Securities and Exchange Commission on March 30, 1994.
                                       Registration No. 33-_______

 
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
         
                                       FORM S-3
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Century Telephone Enterprises, Inc.
                (Exact name of registrant as specified in its charter)
               
               Louisiana                                 72-0651161
            (State or other                           (I.R.S. Employer
     jurisdiction of incorporation                 Identification Number)
            or organization)
                                100 Century Park Drive
                               Monroe, Louisiana 71203
                                    (318) 388-9500
                 (Address, including zip code, and telephone number,
          including area code, of registrant's principal executive offices)

      Copy to:            HARVEY P. PERRY, ESQ.           Copy to:
Kenneth  J.  Najder        Senior  Vice  President,    J. Michael Parish
Jones, Walker, Waechter,      General Counsel       Winthrop, Stimson, Putnam
Poitevent, Carrere            and Secretary               & Roberts
& Denegre, L.L.P.           Century Telephone       One Battery Park Plaza
201 St. Charles Ave,         Enterprises,Inc.    New York, New York 10004-1490
51st Floor               100 Century Park Drive        (212) 858-1000
New Orleans, Louisiana   Monroe, Louisiana  71203
  70170-5100               (318) 388-9500
  (504) 582-8000           
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

           APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  From time to time after the effective date of this registration statement

      If the only securities being registered on this form are being offered
 pursuant  to  dividend  or  interest  reinvestment  plans, please check the
 following box.  ___
          
      If any  of the securities being registered on this  form  are  to  be
 offered on a delayed  or  continuous  basis  pursuant to Rule 415 under the
 Securities Act of 1933, other than securities  offered  only  in connection
 with  dividend  or interest reinvestment plans, please check the  following
 box.    X
        ___
                       CALCULATION OF REGISTRATION FEE
===============================================================================
                                          Proposed     Proposed
                                          maximum      maximum
     Title of each          Amount        offering     aggregate     Amount of
  class of securities       to be         price per    offering    registration
   to be registered       registered      unit<FN1>    price<FN1>     fee
_______________________________________________________________________________

Senior Debt Securities  $400,000,000<FN2>   100%      $400,000,000    $137,931

===============================================================================
<FN1> Estimated solely for the purpose of calculating the registration fee.
<FN2> In  the event of the issuance of original issue discount securities, the
      amount registered will equal such principal amount as may be sold for an
      initial public offering price of up to $400,000,000.



        THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE 
    OR DATES AS MAY  BE  NECESSARY TO DELAY   ITS EFFECTIVE  DATE  UNTIL THE
    REGISTRANT  SHALL  FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
    THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
    WITH SECTION 8(a) OF  THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
    STATEMENT SHALL BECOME EFFECTIVE   ON  SUCH  DATE AS THE COMMISSION, ACTING
    PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
    
                      
                      SUBJECT TO COMPLETION, DATED MARCH 30, 1994



                          Century Telephone Enterprises, Inc.


                                 Senior Debt Securities


                                 ______________________


                Century  Telephone  Enterprises,  Inc. ("Century") may from
            time to time offer hereunder senior unsecured  debt  securities
            (the "Senior Debt Securities") with an aggregate initial public
            offering  price  not  to exceed $400,000,000.  The Senior  Debt
            Securities may be offered  as  separate  series  in amounts, at
            prices  and on terms to be determined at the time of  sale  and
            set forth  in  an accompanying supplement to this Prospectus (a
            "Prospectus Supplement").   The specific designation, aggregate
            principal  amount,  net  proceeds,  offering  price,  maturity,
            interest rate, interest payment  dates, terms of any redemption
            or  sinking  fund  provisions  and  any  other  specific  terms
            relating  to  any  series  of  Senior Debt  Securities  offered
            hereunder  will  be  set  forth  in the  Prospectus  Supplement
            relating to that series.  The Senior  Debt Securities will rank
            equally   with   all   other   unsubordinated   and   unsecured
            indebtedness  of  Century.   See  "Description  of Senior  Debt
            Securities."

                Century  may  sell  the Senior Debt Securities directly  or
            through agents, underwriters or dealers designated from time to
            time by Century.  If any  agents,  underwriters  or dealers are
            involved  in the sale of any series of Senior Debt  Securities,
            the names of  such  agents,  underwriters  or  dealers  and any
            applicable  commissions and discounts will be set forth in  the
            Prospectus Supplement  relating  to  that series.  See "Plan of
            Distribution."

                                 _____________________

       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
        AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
            THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                 PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
                                   CRIMINAL OFFENSE.

                                 _____________________

                THIS  PROSPECTUS  MAY NOT BE USED TO CONSUMMATE  SALES  OF
            SENIOR  DEBT SECURITIES  UNLESS  ACCOMPANIED  BY A  PROSPECTUS
            SUPPLEMENT.

                                 _____________________

               The date of this Prospectus is ____________________, 1994.
          
          
          
Information  contained  herein  is  subject  to  completion  or amendment.  A 
registration statement  relating to these securities has been filed with the
Securities  and  Exchange Commission.  These  securities may not be sold nor
may offers to buy be accepted prior to the  time  the registration  statement  
becomes  effective.  This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any  jurisdiction  in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
                                
                                
                                
                                
                                AVAILABLE INFORMATION

               Century  is subject to the informational requirements of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          and in accordance  therewith  files reports, proxy statements and
          other documents with the Securities  and Exchange Commission (the
          "Commission").  Documents filed by Century  with  the  Commission
          pursuant  to  the informational requirements of the Exchange  Act
          may be inspected  and  copied  at the public reference facilities
          maintained by the Commission at  Room  1024,  450  Fifth  Street,
          N.W.,  Washington,  DC 20549, and at the regional offices of  the
          Commission at the following locations:  New York Regional Office,
          7 World Trade Center,  13th  Floor,  New York, New York 10048 and
          Chicago  Regional Office, 500 West Madison  Street,  Suite  1400,
          Chicago, Illinois  60621-2511.   Copies  of  such material may be
          obtained from the Public Reference Section of  the  Commission at
          450  Fifth  Street,  N.W.,  Washington,  DC  20549, at prescribed
          rates.  Century's common stock is listed on the  New  York  Stock
          Exchange  and its reports, proxy statements and other information
          may also be  inspected  at  the  offices  of  the  New York Stock
          Exchange,  Inc., 20 Broad Street, New York, New York  10005.   In
          addition to the information contained in this Prospectus, further
          information  regarding  Century and the Senior Debt Securities is
          contained  in  the  registration   statement  on  Form  S-3  (the
          "Registration Statement") filed with  the  Commission  under  the
          Securities  Act of 1933, as amended (the "Securities Act"), which
          may be inspected  and  copied  at the Commission's offices listed
          above.

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents, which  have  been  filed by Century
          with   the   Commission   pursuant  to  the  Exchange  Act,   are
          incorporated herein by reference:

            (a) Century's Annual Report on  Form  10-K  for the fiscal year
          ended December 31, 1993.

            (b) Century's  Current Reports  on Form 8-K dated  January  13,
          1994, and February 10, 1994.

               All reports filed by Century with the Commission pursuant to
          Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
          to the date of this Prospectus and  prior  to  the termination of
          the  offering  made hereby shall be deemed to be incorporated  by
          reference herein  and  to  be  made  a  part  hereof  from  their
          respective  dates of filing.  Information appearing herein or  in
          any particular  document  incorporated herein by reference is not
          necessarily complete and is  qualified  in  its  entirety  by the
          information  and  financial  statements  appearing  in all of the
          documents  incorporated  herein by reference and should  be  read
          together  therewith.   Any statements  contained  in  a  document
          incorporated or deemed to  be  incorporated by reference shall be
          deemed  to  be  modified  or superseded  to  the  extent  that  a
          statement contained herein  or in any other document subsequently
          filed or incorporated by reference  herein modifies or supersedes
          such statement.  Any statement so modified  or  superseded  shall
          not be deemed, except as so modified or superseded, to constitute
          a part of this Prospectus.

               Century will provide without charge to each person to whom a
          copy  of this Prospectus has been delivered, upon the written  or
          oral request  of  any such person, a copy of any of the documents
          incorporated herein  by  reference,  other  than exhibits to such
          documents, unless such exhibits are specifically  incorporated by
          reference in such documents.  Requests for such copies  should be
          directed  to  Harvey  P.  Perry,  Senior  Vice President, General
          Counsel and Secretary, Century Telephone Enterprises,  Inc.,  100
          Century Park Drive, Monroe, Louisiana 71203, telephone (318) 388-
          9500.

                                          
                                  PROSPECTUS SUMMARY

               The  following  summary  is  qualified  in  its  entirety  by
         reference to the more detailed information and financial statements
         appearing elsewhere herein and in the documents incorporated herein
         by  reference.   All share and per share data relating to Century's
         common stock contained  herein  has  been adjusted for stock splits
         effected as 50% stock dividends distributed  in  February  1989 and
         December  1992.   When  used  in  this Prospectus or any Prospectus
         Supplement,  (i)  the  term  "pops" means  the  population  of  the
         Company's  licensed  cellular  telephone  markets  (based  on  1993
         Donnelley Marketing Information  Services  Estimates) multiplied by
         the  Company's  proportionate  equity  interests  in  the  licensed
         operators  thereof,  (ii) the term "Series"  means  any  particular
         series of Senior Debt  Securities,  (iii)  the term "Century" means
         Century  Telephone Enterprises, Inc. and (iv)  the  term  "Company"
         means Century and its subsidiaries.

                                     The Company

               The  Company  is  a  regional  diversified telecommunications
         company that is primarily engaged in providing  local telephone and
         mobile  communications  services.   At  December  31,   1993,   the
         Company's   telephone  subsidiaries  served  approximately  434,000
         telephone access  lines,  primarily  in  rural,  suburban and small
         urban  communities  in  14 states, with its largest customer  bases
         located  in  Wisconsin, Louisiana,  Michigan,  Ohio  and  Arkansas.
         Through  its  cellular  operations  (including  those  acquired  in
         February 1994), the Company controls approximately 7.1 million pops
         in 27 MSAs (Metropolitan  Statistical  Areas)  and  32  RSAs (Rural
         Service  Areas),  primarily  concentrated  in  Michigan, Louisiana,
         Texas, Arkansas and Mississippi.  The Company is the majority owner
         and operator in 18 of these MSAs and 13 of these RSAs.  At December
         31, 1993, the Company's majority-owned cellular  systems  had  more
         than  116,000  cellular  subscribers,  not  including approximately
         28,000 subscribers acquired by the Company in  connection  with its
         February  1994  acquisition  of Celutel, Inc. ("Celutel") described
         below.   Unless  otherwise  provided   herein,  the  financial  and
         operating data set forth in this Prospectus  does  not  reflect the
         Celutel acquisition.  During  1993,  telephone  operations provided
         80%   of   the   Company's   consolidated   revenues,  with  mobile
         communications operations providing the balance.

                         Summary Financial and Operating Data
          (In thousands, except access lines and cellular units in service)

<TABLE>
<CAPTION>
                                       
                                                       Year Ended December 31,                                       
                               _______________________________________________________________________               
                                      
                                  1989             1990             1991         1992         1993       
                                  ____             ____             ____         ____         _____
<S>                          <C>               <C>              <C>           <C>           <C>
Income Statement Data:
  Revenues                   $  215,390        $  250,365       $  282,527    $  359,602    $  433,197
  Cost of sales and     
   operating expenses           127,022           142,169          155,200       187,076       231,855 
  Depreciation and      
   amortization                  41,185            47,095           52,240        62,898        76,534  
  Operating income               47,183            61,101           75,087       109,628       124,808
  Interest expense              (22,417)          (24,132)         (22,504)      (27,166)      (30,149)
  Interest before income
   taxes and cumulative 
   effect of changes in 
   accounting principles         32,904            48,494           57,489        92,572       106,256
  Net Income                 $   22,164        $   31,098       $   37,419     $  44,305    $   69,004   
                                                                      

                                       
                                                       Year Ended December 31,                                       
                               _______________________________________________________________________               
                                      
                                  1989             1990             1991         1992         1993       
                                  ____             ____             ____         ____         _____
 Operating Data:
   Telephone access lines       296,034           304,915          314,819       397,300       434,691
   Cellular units in service
    in majority-owned and                
    operated markets             23,199            35,815           51,083        73,084       116,484
   Cellular pops                  4,821             5,002            5,437         5,497         5,947

                                       
                                                       Year Ended December 31,                                       
                               ________________________________________________________________________               
                                      
                                  1989             1990             1991         1992         1993       
                                  ____             ____             ____         ____         _____
         
 Balance Sheet Data:
   Net property, plant 
    and equipment            $  474,158        $  490,957       $  534,998    $  675,878    $  827,776
   Excess cost of net 
    assets acquired, net        109,197          110,013           114,258       217,688       297,158
   Total assets                 691,569          706,411           764,539     1,040,487     1,319,390
   Short-term debt               28,873           37,500            28,110        42,124        83,433
   Long-term debt, excluding
    current maturities          257,708          230,715           254,753       391,944       460,933
   Stockholders' equity      $  256,530        $ 280,915        $  319,977     $ 385,449     $ 513,768

</TABLE>




                                     THE COMPANY

               The  Company  is  a  regional diversified telecommunications
          company that is primarily engaged  in  providing  local telephone
          and  mobile communications services.  At December 31,  1993,  the
          Company's  telephone  subsidiaries  served  approximately 434,000
          telephone  access lines, primarily in rural, suburban  and  small
          urban communities  in  14 states, with its largest customer bases
          located in Wisconsin, Louisiana,  Michigan,  Ohio  and  Arkansas.
          Through  its  cellular  operations  (including those acquired  in
          February 1994), the Company controls  approximately  7.1  million
          pops  in  27  MSAs  (Metropolitan  Statistical Areas) and 32 RSAs
          (Rural  Service  Areas),  primarily  concentrated   in  Michigan,
          Louisiana, Texas, Arkansas and Mississippi.  The Company  is  the
          majority  owner  and operator in 18 of these MSAs and 13 of these
          RSAs.   At  December   31,  1993,  the  Company's  majority-owned
          cellular systems had more  than 116,000 cellular subscribers, not
          including  approximately  28,000   subscribers  acquired  by  the
          Company  in  connection  with its February  1994  acquisition  of
          Celutel described below.   Unless  otherwise provided herein, the
          financial and operating data set forth  in  this  Prospectus does
          not  reflect the  Celutel  acquisition.  During 1993,  telephone
          operations  provided  80% of the Company's consolidated revenues,
          with mobile communications operations providing the balance.

               Century  is  incorporated   in   Louisiana;   its  principal
          executive offices are located at 100 Century Park Drive,  Monroe,
          Louisiana 71203, and its telephone number is (318) 388-9500.   At
          December  31,  1993,  the  Company  employed  approximately 2,800
          persons.

          Telephone Operations

               General.  According to published sources, the Company is the
          15th largest local exchange carrier in the United  States,  based
          on the approximately 434,000 telephone access lines it served  at
          year  end.   At  December  31,  1993, 93% of the Company's access
          lines were served by digital switching  technology,  which allows
          the   Company   to  offer  additional  premium  services  to  its
          customers, including  call forwarding, conference calling, caller
          identification, selective call ringing and call waiting.

               Revenues and Operating Income.  The following table provides
          a breakdown of revenues  and  operating  income for the Company's
          local exchange carrier subsidiaries in 1991, 1992 and 1993:


<TABLE>
<CAPTION>
                                                   Year Ended December 31,
                                      _______________________________________________
                                         1991               1992              1993
                                      __________        ____________       __________
                                                        (In millions)
<S>                                   <C>                <C>              <C>    

  Revenues:
    Local service                     $    58.7          $     78.1       $      88.7
    Network access and 
      long distance                       145.3               182.7             217.1
    Other (including revenues 
      relating to equipment 
      maintenance and sales, billing         
      and collection services, network
      facilities leases and 
      directories)                        31.8                36.7               42.7
                                      ___________        ____________      __________    
      Total revenues                  $  235.8          $    297.5        $     348.5
                                      ===========        ============      ===========
   Operating income                   $   80.0          $    103.7        $     114.9
                                      ===========        ============      ===========

</TABLE>

               Certain  Considerations  Relating  to Telephone  Operations.
          The  Federal Communications Commission (the  "FCC")  and  various
          state public utility commissions regulate significant portions of
          the business  of  local exchange carriers ("LECs"), including the
          licensing, construction, operation, sale and acquisition of LECs.
          The  FCC  and substantially  all  of  the  state  public  utility
          commissions  having  jurisdiction  over  the  Company's telephone
          operations regulate the rates and authorized rates of return that
          the Company's LECs are allowed to earn.  The FCC  and  a  limited
          number of state regulatory commissions (including at least  three
          having  jurisdiction  over  the  Company) have begun to relax the
          regulation of LECs, including their rates and authorized rates of
          return.  Coincident with this movement  toward reduced regulation
          is   the  introduction  and  encouragement  of   local   exchange
          competition   by   the  FCC  and  various  state  public  utility
          commissions,  along  with  the  emergence  of  certain  companies
          providing competitive access and other services that compete with
          LECs' services and the  announcement  by certain well-established
          interexchange carriers of their desire to enter the LEC business.
          In addition, several bills have been filed  in  the U.S. Congress
          that  have  the  potential to significantly alter the  regulatory
          framework of telephone  companies.  Moreover, the FCC and certain
          state public utility commissions  have  explored  or  implemented
          initiatives  to  reduce the funding of certain support mechanisms
          that have traditionally benefitted several of the Company's LECs.
          There is no assurance  that  these  initiatives  will  not have a
          material adverse effect on the Company.

               In  connection  with  the  well-publicized  convergence   of
          telecommunications,    cable,    video,    computer   and   other
          technologies,  several  large  companies have recently  announced
          plans to offer products that would  significantly enhance current
          communications  and  data  transmission  services  and,  in  some
          instances,  introduce  new two-way  video,  entertainment,  data,
          consumer and other multimedia  services.   No  assurance  can  be
          given  that  the  Company  will have the resources to offer these
          products or services, or that  the  offering of these products or
          services by others will not have a material adverse effect on the
          Company.    Moreover,  as  the  mobile  communications   industry
          matures, the  Company  anticipates  that  existing  and  emerging
          mobile communications technologies will increasingly compete with
          traditional LEC services.

          Mobile Communications Operations

               General.  According to published sources, the Company is the
          15th largest operator of cellular telephone systems in the United
          States,  based  on  the  population  of  its  majority-owned  and
          operated   markets.    After   giving  effect  to  the  Company's
          acquisition of Celutel in February  1994,  the  Company currently
          operates  and has majority interests in cellular systems  serving
          18 MSAs and  13  RSAs,  which  collectively represent 5.5 million
          pops, and has minority interests  in nine other MSAs and 19 other
          RSAs,  which  collectively  represent   1.6  million  pops.   The
          Company's  business strategy for its cellular  operations  is  to
          secure operating control of service areas that are geographically
          clustered.    Clustered   cellular   systems  aid  the  Company's
          marketing  effort  and  provide  various  operating  and  service
          advantages.  After giving effect to the Celutel  acquisition, 51%
          of the Company's pops in markets operated by the Company are in a
          single,  contiguous  cluster  of  eight  MSAs  and  six  RSAs  in
          Michigan, and another 19% are in a cluster of four MSAs and seven
          RSAs  in  northern  and central Louisiana, southern Arkansas  and
          eastern Texas.  The Company  also  provides  paging  services  in
          conjunction  with  the  operation  of  its Louisiana and Michigan
          cellular systems.

               Revenues and Operating Income.  The following table provides
          a breakdown of revenues and operating income  for  the  Company's
          mobile communications operations in 1991, 1992 and 1993:



<TABLE>
<CAPTION>
                                                   Year Ended December 31,
                                      _______________________________________________
                                         1991               1992              1993
                                      __________        ____________       __________
                                                        (In millions)
<S>                                   <C>                <C>              <C>    
  Revenues:
    Cellular access fees, 
    toll revenues and   
    equipment sales                   $    33.8          $     48.8       $     68.2
    Cellular roaming                        7.7                 8.9             12.3
    Paging services                         5.2                 4.4              4.2
                                      ___________       _____________      __________
      Total Revenues                  $    46.7          $     62.1       $     84.7
                                      ===========       =============      ==========
  Operating income (loss)             $    (5.0)         $      6.0       $      9.9
                                      ===========       =============      ==========

</TABLE>


               Certain  Considerations  Relating  to  Mobile Communications
          Operations.  The FCC and various state public utility commissions
          that  have  jurisdiction  over the Company's cellular  operations
          regulate the licensing, construction,  operation, interconnection
          arrangements,  sale  and  acquisition of the  Company's  cellular
          telephone systems.  Certain state public utility commissions also
          regulate  certain  aspects  of  pricing  by  cellular  operators,
          although the effect of these  regulations on the Company has thus
          far not been significant.  Changes  in the regulation of cellular
          operators   (such   as  increased  price  regulation   by   state
          authorities or a decision by the FCC to grant additional licenses
          in each cellular market)  could have a material adverse effect on
          the Company.

               The Company faces significant  competition  from  the  other
          cellular  licensee  in  each of its markets, from resale carriers
          within such markets and from  other  communications  technologies
          that now exist, including specialized mobile radio systems (which
          the Company believes are operating in a majority of its  markets)
          and paging services, and may in the future face competition  from
          other  telecommunications  technologies  that may be developed or
          perfected.  Several recent FCC initiatives  have  resulted in the
          allocation  of additional frequency spectrum or the  issuance  of
          experimental licenses for mobile communications technologies that
          will  or  may  be   competitive   with  cellular  communications,
          including  personal communication services  (for  which  the  FCC
          intends to begin  auctioning  certain operating licenses in 1994)
          and  mobile  satellite  services.    In  addition,  the  FCC  has
          authorized certain specialized mobile  radio service licensees to
          configure their systems so as to operate  in  a manner similar to
          cellular  systems,  and  certain  of  these  licensees   recently
          announced   their   intention   to  create  a  nationwide  mobile
          communications system to compete  with  cellular  systems.  These
          initiatives  as  well as other continuing and rapid technological
          advances in the communications  field,  coupled  with legislative
          and  regulatory  uncertainty, make it impossible to  predict  the
          extent of future competition with cellular systems.

               The cellular  industry  has  a  relatively limited operating
          history,  and  there  continues to be uncertainty  regarding  its
          future.  Among other factors,  there is uncertainty regarding (i)
          the continued growth in the number  of  customers, (ii) the usage
          and  pricing  of  cellular  services,  particularly   as   market
          penetration  increases  and  lower-usage  customers subscribe for
          service, (iii) the number of customers who will terminate service
          each  month,  and  (iv)  the  impact  of changes  in  technology,
          regulation and competition.

               Cellular interests are frequently  analyzed by reviewing the
          number of pops controlled by a cellular provider.  The population
          of a particular cellular market, however,  does  not  necessarily
          bear  a direct relationship to the number of subscribers  or  the
          revenues  that  may be realized from the operation of the related
          cellular system.  The future value and cash flow of the Company's
          cellular interests  will  depend  on,  among  other  things,  the
          success of its cellular operations.

          Acquisition Strategy

               The   Company's   general   strategy  has  been  to  provide
          diversified telecommunications services  and  to  achieve  growth
          largely  through the acquisition of attractive telecommunications
          companies.  The Company is continually evaluating the possibility
          of acquiring  additional  telephone  access  lines  and  cellular
          interests.   Although  the  Company's  primary  focus  will be on
          acquiring telephone and cellular interests that are proximate  to
          its properties or that serve a customer base large enough for the
          Company  to  operate  efficiently, other communications interests
          may also be acquired.

          Recent Acquisitions

               In February 1994,  Century  acquired Celutel in exchange for
          approximately $51.4 million cash and  approximately  1.9  million
          shares  of  Century's  common  stock.   In  connection  with  the
          acquisition,  Century  prepaid  approximately  $41.7  million  of
          Celutel's debt.  The acquisition was accounted for as a purchase,
          resulting  in  an  increase  in  goodwill  of  approximately $138
          million.  Celutel provides cellular service in three  Mississippi
          MSAs (Jackson, Pascagoula and Biloxi-Gulfport) and two Texas MSAs
          (Brownsville-Harlingen and McAllen-Edenburg-Mission).   With this
          transaction,   the   Company   acquired   1.1  million  pops  and
          approximately 28,000 cellular subscribers.

               In March 1994, Century acquired Kingsley  Telephone  Company
          ("Kingsley")  in  exchange for Century common and preferred stock
          valued at $4.25 million.   Kingsley  operates approximately 2,400
          access lines in northern Michigan and  holds  a minority interest
          in two northern Michigan RSAs (representing approximately  33,000
          pops) that are currently operated by Century.

                                   USE OF PROCEEDS

               Unless otherwise indicated in any Prospectus Supplement, the
          net  proceeds  from Century's sale of Senior Debt Securities will
          be used for general  corporate  purposes, including the financing
          of acquisitions and capital expenditures  and  the refinancing of
          outstanding  indebtedness.  Any specific allocation  of  the  net
          proceeds from  the sale of a particular Series will be determined
          at the time of the  offering thereof and will be described in the
          Prospectus Supplement relating to that Series.

               Century expects  that  it  will  from time to time engage in
          additional  private  or public financings  as  market  conditions
          warrant and as the need arises.

                                    CAPITALIZATION

               The following table  sets  forth  the  capitalization of the
          Company at December 31, 1992 and 1993:

<TABLE>
<CAPTION>
                                                                    December 31,
                                                          ______________________________
                                                                 1992            1993
                                                             __________      __________  
                                                                   (In thousands)
<S>                                                           <C>            <C>  

 Short-term debt:
    Current maturities of long-term debt                      $   9,709      $   14,233
    Notes payable to banks                                       32,415          69,200
                                                              _________      ___________
    Total short-term debt                                        42,124          83,433
                                                              _________      ___________
 Long-term debt, excluding current maturities:
    Century                                                     229,615         272,115
    Subsidiaries                                                162,329         188,818
                                                              _________      ___________
      Total long-term debt, excluding current maturities        391,944         460,933
                                                              _________      ___________
 Stockholders' equity:
    Common Stock, $1.00 par value, 
      100,000,000 shares authorized,
      48,896,876  and 51,294,705 shares 
      issued and outstanding                                     48,897          51,295
    Paid-in capital                                             191,522         262,294
    Retained earnings                                           155,676         208,945
    Employee Stock Ownership Plan commitment                    (11,100)         (9,220)
    Preferred Stock - non-redeemable                                454             454 
                                                               _________      ___________
      Total stockholders' equity                                385,449         513,768
                                                               _________      ___________
      Total capitalization                                   $  819,517      $1,058,134
                                                               =========      ===========
</TABLE>

                         RATIO OF EARNINGS TO FIXED CHARGES

               The  following  table sets forth the Company's consolidated
          ratio of earnings to fixed charges for the periods shown.

<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                         _________________________________________________________
                                          1989         1990        1991        1992        1993
                                        __________   __________   __________  __________  _________
<S>                                      <C>          <C>          <C>         <C>         <C>
   Ratio of earnings to fixed
     charges                             2.39         2.98         3.48        4.32        4.33

</TABLE>

          For  purposes  of  computing  these  ratios,  (i)  earnings
          consist of income before  income  taxes  and  fixed charges with
          adjustments    primarily   for   earnings  of   unconsolidated 
          subsidiaries and (ii)  fixed  charges  consist of interest  expense 
          (including amortized debt issuance costs) and preferred stock 
          dividends of subsidiaries.


                                          

                              SELECTED FINANCIAL DATA
                       (In thousands, except per share data)

               The following selected consolidated financial data for, and
          as of the end  of,  each  of  the  years in the five-year period
          ended  December  31,  1993, are derived  from  the  consolidated
          financial statements of  Century  and  its  subsidiaries,  which
          financial  statements  have  been  audited by KPMG Peat Marwick,
          independent  certified  public  accountants.   The  consolidated
          financial statements as of December  31,  1993 and 1992, and for
          each of the years in the three-year period  ended  December  31,
          1993,  and  the  report  thereon,  are  incorporated  herein  by
          reference.   The  information set forth below is not necessarily
          indicative of the results  of  future  operations  and should be
          read  in conjunction with the consolidated financial  statements
          and notes thereto incorporated herein by reference.

<TABLE>
<CAPTION>

                                                       Year Ended December 31,
                                 ____________________________________________________________________
                                      1989          1990          1991          1992         1993
                                  ___________   ___________   ___________    __________   __________ 
<S>                               <C>          <C>           <C>            <C>           <C>
 Income Statement Data:
   Revenues:
     Telephone                    $  190,538   $   215,771   $   235,796    $   297,510   $  348,485
     Mobile Communications:
       Cellular                       21,481        29,070        41,515         57,683       80,513
       Paging                          3,371         5,524         5,216          4,409        4,199
                                  ___________  ____________  _____________  ____________  ___________
         Total revenues              215,390       250,365       282,527        359,602      433,197
                                  ___________  ____________  _____________  ____________  ____________
   Expenses:
     Cost of sales and
       operating expenses            127,022       142,169       155,200        187,076      231,855
     Depreciation and
        amortization                  41,185        47,095        52,240         62,898       76,534
                                  ___________  ____________  ______________  ____________  ____________
       Total expenses                168,207       189,264       207,440        249,974      308,389
                                  ___________  ____________  ______________  ____________  ____________
   Operating income                   47,183        61,101        75,087        109,628      124,808
                                  ___________  ____________  ______________  ____________  ____________
   Other income (expense):
     Interest expense                (22,417)      (24,132)      (22,504)       (27,166)     (30,149)
     Earnings (loss) from
      unconsolidated cellular
      partnerships                       117           (68)          697          1,692        6,626
     Gain on sale of assets               --         4,094            --          3,985        1,661     
     Other income, net                 8,021         7,499         4,209          4,433        3,310
                                  ___________  ____________  ______________  ____________  ___________
      Total other income (expense)   (14,279)      (12,607)      (17,598)       (17,056)     (18,552)
                                  ___________  ____________  ______________  ____________  ___________
   Income before income taxes
     and cumulative effect of
     changes in accounting 
     principles                       32,904        48,494        57,489         92,572      106,256
   Income taxes                       10,740        17,396        20,070         32,599       37,252
                                  ___________  ____________  ______________  ____________  ____________
   Income before cumulative
     effect of changes in
     account principles               22,164        31,098        37,419         59,973       69,004
   Cummulative effect of 
     changes in accounting
     principles                           --            --            --        (15,668)          --   
                                  ___________  ____________  ______________  ____________  ____________
   Net Income                     $   22,164   $    31,098     $  37,419    $    44,305   $   69,004
                                  ===========  ============  ==============  ============  ============
  Primary earnings per share:
    Income before cumulative
     effect of changes in 
     accounting principles        $      .49   $       .66     $     .79    $      1.23   $     1.35
    Cumulative effect of changes
     in accounting principles             --            --            --           (.32)          --
                                  ___________   ___________  ______________  ____________  ____________
  Primary earnings per share      $      .49   $       .66     $     .79    $       .91   $     1.35
                                  ===========   ===========  ==============  ============  ============
  Fully diluted earnings per
    share:
    Income before cumulative
     effect of changes in
     accounting principles        $      .49   $       .66     $     .79    $      1.22   $     1.32
    Cumulative effect of changes
     in accounting principles             --            --            --           (.31)          --
                                  ___________  ____________  ______________  ____________  ___________
  Fully diluted earnings per
    share                         $      .49   $       .66     $      .79   $       .91   $     1.32
                                  ===========  ============  ==============  ============  ===========
  Dividends per common share      $     .272   $      .280     $     .287          .293         .310
                                  ===========  ============  ==============  ============  ===========                           
                                                             
                                        

                                                               December 31,
                                 ____________________________________________________________________
                                      1989          1990          1991          1992         1993
                                  ___________   ___________   ___________    __________   __________ 
                                        
  Balance Sheet Data:                                      
   Net property, plant and
    equipment                     $  474,158    $  490,957     $  534,998   $   675,878   $  827,776 
   Excess cost of net assets 
    acquired, net                    109,197       110,013        114,258       217,688      297,158
   Total assets                      691,569       706,411        764,539     1,040,487    1,319,390
   Short-term debt                    28,873        37,500         28,110        42,124       83,433
   Long-term debt, excluding
    current maturities               257,708       230,715        254,753       391,944      460,933
   Stockholder' equity               256,530       280,915        319,977       385,449      513,768


</TABLE>

                       DESCRIPTION OF SENIOR DEBT SECURITIES

               Set forth below are certain general terms and provisions of
          the Senior  Debt  Securities,  which  may be issued from time to
          time in one or more Series.  The particular terms of each Series
          will be described in a Prospectus Supplement  relating  thereto.
          Accordingly,  for  a  description of the terms of any particular
          Series, reference must be made to both the description set forth
          below and the Prospectus Supplement relating thereto.

               The  Senior  Debt  Securities   will  be  issued  under  an
          Indenture, dated as of March 31, 1994 (the "Indenture"), between
          Century and First American Bank & Trust  of  Louisiana,  Monroe,
          Louisiana, as Trustee (the "Trustee").  The particular terms  of
          each  Series  will be set forth in a resolution of the Executive
          Committee  of  Century's   Board   of   Directors   specifically
          authorizing such Series (a "Board Resolution") or in one or more
          supplemental indentures.  The following summary does not purport
          to be complete and is subject in all respects to the  provisions
          of,  and  is qualified in its entirety by express reference  to,
          the Indenture  and the form of Board Resolution, which are filed
          as exhibits to the  Registration  Statement.   Unless  otherwise
          indicated,   each  reference  italicized  in  parentheses  below
          applies to section numbers in the Indenture and each capitalized
          term not otherwise defined herein has the meaning ascribed to it
          in the Indenture.

          General

               The  Senior  Debt  Securities  will  be  general  unsecured
          obligations  of  Century and will rank prior to all subordinated
          indebtedness of Century  and pari passu with all other unsecured
          indebtedness of Century.   For  further information on Century's
          debt, see "Capitalization."  Century  is  a  holding company and
          derives substantially all of its income and operating  cash flow
          from  its  subsidiaries.   As a result, Century relies upon  its
          subsidiaries  to  generate  the  funds  necessary  to  meet  its
          obligations, including the payment  of principal and interest on
          any Senior Debt Securities to be issued  hereunder.   Certain of
          the  subsidiaries'  loan agreements contain various restrictions
          on  the  transfer  of  funds   to   Century,  including  certain
          provisions that restrict the amount of  dividends  that  may  be
          paid  to  Century.  At December 31, 1993, the amount of retained
          earnings of  Century's  subsidiaries  not  subject  to  dividend
          restrictions  was  $286,340,000.  Moreover, Century's rights  to
          receive  assets  of  any  subsidiary  upon  its  liquidation  or
          reorganization  (and the  ability  of  holders  of  Senior  Debt
          Securities to benefit  indirectly  therefrom) are subject to the
          prior claims of creditors of that subsidiary.

               Except to the extent otherwise  provided  below  or  in any
          Prospectus Supplement, neither the Indenture nor the Senior Debt
          Securities being offered thereby (i) limit the amount of secured
          or  unsecured  indebtedness  that  may  be issued or incurred by
          Century or any of its subsidiaries, (ii) restrict the payment of
          dividends by Century or the sale or transfer of Century's assets
          or (iii) contain provisions that would afford  holders of Senior
          Debt Securities protection in the event of a change  in control,
          highly   leveraged   transaction,  recapitalization  or  similar
          transaction involving  Century,  any  of  which  could adversely
          affect the holders of Senior Debt Securities.

               The Prospectus Supplement relating to any particular Series
          being offered thereby will set  forth a  description  of  such 
          Series, including (i) the title and aggregate principal  amount
          of  such  Series;  (ii)  Century's  net  proceeds  from the sale
          thereof; (iii) the price or prices at which such Series  will be
          issued;  (iv)  the  date  or  dates of maturity; (v) the rate or
          rates per annum, if any, at which such Series will bear interest
          or the method of determining such  rate  or rates; (vi) the date
          or dates from which any such interest will  accrue  and the date
          or dates at which any such interest will be payable;  (vii)  the
          terms  for  redemption  or  early payment, if any, including any
          mandatory or optional sinking fund or similar provisions; (viii)
          any  special  United States federal  income  tax  considerations
          applicable to such  Series; (ix) any special provisions relating
          to the defeasance of  such  Series  or  (x)  any  other  special
          considerations or specific provisions applicable to such Series.
          Reference  is  also  made  to  such  Prospectus  Supplement  for
          information  regarding  any additional covenants that may relate
          to such Series.

               The Senior Debt Securities  may bear interest at a fixed or
          floating rate.  Senior Debt Securities  bearing  no  interest or
          interest  at  a  rate that at the time of issuance is below  the
          prevailing market  rate  may  be  sold at a discount below their
          stated principal amount.

               None of the Senior Debt Securities  will entitle the holder
          thereof to convert or exchange the Senior Debt Securities for or
          into any other security of Century.

               The Indenture is, and the Senior Debt  Securities  will be,
          governed  by  Louisiana  law.   The  Indenture is subject to and
          governed by the Trust Indenture Act of 1939, as amended.

          Denominations, Registration and Transfer

               Unless  otherwise  provided  in any  Board  Resolution  and
          described in the related Prospectus  Supplement, the Senior Debt
          Securities will be issued only in fully  registered  form and in
          denominations  of  $1,000  and  any  multiples  thereof (Section
          2.03).   The  Trustee will act as the registrar of  each  Series
          (Section  2.05).   No  service  charge  will  be  made  for  any
          registration  of transfer or exchange of Senior Debt Securities,
          or issue of new Senior Debt Securities in the event of a partial
          redemption of any  Series,  but  Century  may  generally require
          payment  of  a  sum  sufficient  to  cover  any  tax  or   other
          governmental  charge  payable  in  connection therewith (Section
          2.05).  The Trustee may appoint an authenticating  agent for any
          Series  to  act  on  the  Trustee's  behalf  in connection  with
          authenticating Senior Debt Securities of such Series issued upon
          the  exchange,  transfer or partial redemption thereof  (Section
          2.10).  The Trustee  may  at any time rescind the designation of
          any such agent (Section 2.10).

               In the event of a partial redemption of any Series, Century
          shall not be required (i) to  issue, register the transfer of or
          exchange Senior Debt Securities  of  such Series during a period
          beginning 15 days before any selection of Senior Debt Securities
          of  that  Series  to  be redeemed and ending  at  the  close  of
          business on the day of mailing of the relevant redemption notice
          or (ii) to register the  transfer of or exchange any Senior Debt
          Securities  of  any Series,  or  portions  thereof,  called  for
          redemption (Section 2.05).

          Payment and Paying Agents

               Unless otherwise  indicated  in  any Prospectus Supplement,
          payment of principal of (and premium, if  any)  and  interest on
          Senior  Debt  Securities  of  any  Series  will  be made in U.S.
          dollars at the principal office of Century's Paying Agent or, at
          the  option  of  Century,  by  check  in U.S. dollars mailed  or
          delivered to the person in whose name such  Senior Debt Security
          is  registered.   Unless otherwise indicated in  any  Prospectus
          Supplement, payment of any installment of interest on any Series
          will be made to the  person  in  whose  name  such  Senior  Debt
          Security  is  registered  at the close of business on the record
          date established under the  terms of such Series for the payment
          of interest (Section 2.03).

               Unless otherwise indicated  in  any  Prospectus Supplement,
          the  Trustee  will act as Century's sole Paying  Agent  and  the
          principal office of the Trustee, 1500 North 18th Street, Monroe,
          Louisiana,  will  be  designated  as  such  agent's  office  for
          purposes of payments  with  respect  to  Senior Debt Securities.
          Any  other Paying Agents initially designated  by  Century  with
          respect  to  any  Series will be named in the related Prospectus
          Supplement.  Century may at any time designate additional Paying
          Agents  or rescind the  designation  of  any  Paying  Agents  or
          approve a  change  in  the office through which any Paying Agent
          acts, except that Century  will be required to maintain a Paying
          Agent in the Borough of Manhattan,  City  and State of New York,
          or Monroe, Louisiana.  (Sections 4.02 and 4.03).

               Any money set aside by Century for the payment of principal
          of  (and  premium,  if  any)  or  interest  on any  Senior  Debt
          Securities that remains unclaimed two years after  such  payment
          has  become due and payable will be repaid to Century on May  31
          following  the expiration of such two-year period and the holder
          of such Senior Debt Security may thereafter look only to Century
          for payment thereof (Section 11.05).

          Redemption and Sinking Fund Provisions

               Each Series  may be redeemed, in whole or in part, upon not
          less than 30 days'  and  not  more  than  60 days' notice at the
          redemption  prices  and  subject  to  the terms  and  conditions
          (including those relating to any sinking  fund  established with
          respect  to  such  Series)  that  will be set forth in  a  Board
          Resolution  or  supplemental indenture  and  in  the  Prospectus
          Supplement relating to such Series (Sections 3.01 and 3.02).  If
          less than all of the Senior Debt Securities of the Series are to
          be redeemed, the Trustee shall select the Senior Debt Securities
          of such Series, or portions thereof, to be redeemed pro rata, by
          lot or by any other  method  the  Trustee  shall  deem  fair and
          reasonable (Section 2.03).

          Replacement of Securities

               Any Senior Debt Security that becomes mutilated, destroyed,
          lost or stolen will be replaced by Century at the expense of the
          holder  upon delivery to the Trustee of the Senior Debt Security
          or  evidence   of   the   destruction,  loss  or  theft  thereof
          satisfactory  to  Century  and   the   Trustee.    An  indemnity
          satisfactory to the Trustee and Century may be required before a
          replacement security will be issued (Section 2.07).

          Events of Default and Notice Thereof

               Unless  otherwise  specified  in any Prospectus Supplement,
          the  terms  and  conditions set forth under  this  heading  will
          govern defaults under the Indenture.

               The Indenture  provides that the following described events
          constitute Events of  Default  with respect to each Series:  (a)
          failure for 30 Business Days to  pay interest on the Senior Debt
          Securities of that Series when due; (b) failure to pay principal
          of (or premium, if any, on) the Senior  Debt  Securities of that
          Series  when  due,  whether  at  maturity,  upon redemption,  by
          declaration  or otherwise, or to make any sinking  or  analogous
          fund payment with respect to that Series unless caused solely by
          a wire transfer malfunction or similar problem outside Century's
          control; (c) failure to observe or perform any other covenant of
          that Series in  the  Indenture  for 60 days after written notice
          with  respect  thereto  or  (d)  certain   events   relating  to
          bankruptcy, insolvency or reorganization (Section 6.01).

               If  an Event of Default shall occur and be continuing  (the
          default not  having  been  cured  or waived) with respect to any
          Series  and  if  it  is  known to the Trustee,  the  Trustee  is
          required to mail to each holder  of  such Series a notice of the
          Event of Default within 90 days of such default (Section 6.07).

               Upon an Event of Default, the Trustee or the holders of not
          less than 25% in aggregate outstanding  principal  amount of any
          Series, by notice in writing to the Company (and to  the Trustee
          if  given  by  such  holders), may declare the principal of  all
          Senior  Debt  Securities   of   that   Series  due  and  payable
          immediately,  but  the  holders  of  a  majority   in  aggregate
          outstanding  principal  amount  of such Series may rescind  such
          declaration and waive the default  if the default has been cured
          and a sum sufficient to pay all matured installments of interest
          and principal (and premium, if any)  has been deposited with the
          Trustee before any judgment or decree  for such payment has been
          obtained or entered (Section 6.01).

               Holders  of  Senior  Debt Securities may  not  enforce  the
          Indenture except as provided therein.  Subject to the provisions
          of the Indenture relating to  the  duties  of the Trustee, if an
          Event of Default occurs and is continuing the  Trustee  will  be
          under  no  obligation  to  exercise  any of the rights or powers
          under the Indenture at the request or  direction  of any holders
          of  the  affected Series, unless the holders shall have  offered
          the Trustee indemnity reasonably satisfactory to it.  Subject to
          the indemnification provisions and certain limitations contained
          in  the Indenture,  the  holders  of  a  majority  in  aggregate
          principal  amount  of  the Senior Debt Securities of such Series
          then outstanding will have  the right to direct the time, method
          and place of conducting any proceeding  for any remedy available
          to the Trustee or exercising any trust or power conferred on the
          Trustee.   The  holders  of  a  majority in aggregate  principal
          amount of the then outstanding Senior  Debt  Securities  of  any
          Series  affected  by a default may, in certain cases, waive such
          default except a default  in  payment  of  principal  of, or any
          premium,  if any, or interest on, the Senior Debt Securities  of
          that Series  or  a  call  for  redemption  of  the  Senior  Debt
          Securities of that Series (Sections 6.04 and 6.06).

               Century will be required to furnish to the Trustee annually
          a  statement  as  to  the  performance  by  it of certain of its
          obligations under the Indenture and as to any  default  in  such
          performance (Section 5.03).

          Discharge and Defeasance

               The  Indenture  provides  that  Century  may  discharge the
          Indenture  with  respect  to  any  Series,  subject  to  certain
          exceptions,  if  at any time (i) Century delivers to the Trustee
          for cancellation all  outstanding Senior Debt Securities of such
          Series previously authenticated  and  for whose payment money or
          U.S.  Government  Obligations have been deposited  in  trust  by
          Century or (ii) all  outstanding  Senior Debt Securities of such
          Series not previously delivered to  the Trustee for cancellation
          by Century shall have become due and  payable  or  are to become
          due  and  payable or called for redemption within one  year  and
          Century has deposited or caused to be deposited with the Trustee
          the entire  amount  in  moneys  or  U.S.  Government Obligations
          sufficient,  without reinvestment, to pay at  maturity  or  upon
          redemption such  outstanding  Senior  Debt Securities, including
          principal (and premium, if any) and interest  due  or  to become
          due to such date of maturity or redemption, and if Century shall
          also  pay  or cause to be paid all other sums payable thereunder
          with respect to such Series (Section 11.01).

               Additionally,  the  Indenture  provides  that  Century  may
          discharge  all  of  its  obligations  under  the  Indenture with
          respect to any Series, subject to certain exceptions,  if at any
          time  all outstanding Senior Debt Securities of such Series  not
          previously  delivered to the Trustee for cancellation by Century
          or which have  not  become  due  and  payable as described above
          shall have been paid by Century by depositing  irrevocably  with
          the Trustee moneys or U.S. Government Obligations sufficient  to
          pay  at maturity or upon redemption such outstanding Senior Debt
          Securities,  including  principal  (and  premium,  if  any)  and
          interest  due  or  to  become  due  to  such date of maturity or
          redemption, and if Century shall also pay  or  cause  to be paid
          all  other  sums payable thereunder with respect to such  Series
          (Section 11.02).

          Merger and Consolidation

               Nothing  in  the  Indenture  or  any  of  the  Senior  Debt
          Securities  prevents  Century from consolidating or merging with
          or  into,  or  selling  or   otherwise   disposing   of  all  or
          substantially all of its assets to, another corporation, subject
          to  Century's agreement (i) to obtain in connection therewith  a
          supplemental indenture pursuant to which the surviving entity or
          transferee  agrees  to  assume  Century's  obligations under all
          outstanding  Senior  Debt  Securities,  including  the  due  and
          punctual payment of the principal of (and  premium,  if any, on)
          and  interest  on  such outstanding Senior Debt Securities,  and
          (ii) that such surviving entity or transferee is organized under
          the laws of the United States, any state thereof or the District
          of Columbia (Section 10.01).

          Modification of Indenture

               The Indenture contains  provisions permitting Century, when
          authorized by a Board Resolution,  and  the  Trustee,  with  the
          consent  of the holders of not less than a majority in aggregate
          principal  amount of the Senior Debt Securities of any Series at
          the time outstanding  and  affected  by  such  modification,  to
          modify  the  Indenture  or  any supplemental indenture affecting
          that Series or the rights of  the  holders thereof.  However, no
          such modification shall (i) extend the  fixed  maturity  of  any
          Senior  Debt  Securities  of  any  Series,  reduce the principal
          amount thereof, reduce the rate or extend the time of payment of
          interest  thereon  or  reduce  any  premium  payable   upon  the
          redemption  thereof,  without the consent of the holder of  each
          Senior Debt Security so  affected,  or (ii) reduce the aforesaid
          percentage of Senior Debt Securities,  the  holders of which are
          required to consent to any such supplemental  indenture, without
          the  consent  of  the  holder of each Senior Debt Security  then
          outstanding and affected thereby (Section 9.02).

               Century and the Trustee may execute, without the consent of
          any holder of Senior Debt Securities, any supplemental indenture
          for certain other usual  purposes  such  as  (i)  creating a new
          Series;  (ii)  evidencing  the  assumption  by any successor  to
          Century  of  Century's  obligations  under the Indenture;  (iii)
          adding  covenants to the Indenture for  the  protection  of  the
          holders of  Senior Debt Securities; (iv) curing any ambiguity or
          inconsistency  in the Indenture; and (v) changing or eliminating
          any provisions of  the  Indenture  provided  that  there  is  no
          outstanding  Senior Debt Security of any Series created prior to
          such change which  would  benefit therefrom (Sections 2.01, 9.01
          and 10.01).

          Limitations on Liens

               The Indenture provides  that Century will not, while any of
          the Senior Debt Securities remain  outstanding, create or suffer
          to exist any mortgage, lien, pledge,  security interest or other
          encumbrance (individually, a "Lien" and  collectively,  "Liens")
          upon   Century's   property,  whether  now  owned  or  hereafter
          acquired, unless it shall secure the Senior Debt Securities then
          outstanding  by  such   Lien   equally   and  ratably  with  all
          obligations and indebtedness thereby secured  so  long  as  such
          obligations and indebtedness remain so secured.  Notwithstanding
          the  foregoing,  the  Indenture  will  not restrict Century from
          creating or suffering to exist:

               (i)  Liens upon property hereafter  acquired  by Century or
                    Liens on such property at the time of the  acquisition
                    thereof,  or  conditional  sales  agreements or  title
                    retention   agreements  with  respect  to   any   such
                    property;

               (ii) Liens on the  stock  of a corporation which, when such
                    Liens  arise, concurrently  becomes  a  subsidiary  of
                    Century,  or  Liens on all or substantially all of the
                    assets of a corporation  arising  in  connection  with
                    Century's purchase thereof;

              (iii) Liens for taxes and similar levies; deposits to secure
                    performance  or  obligations  under  certain specified
                    circumstances and laws; mechanics' Liens  and  similar
                    Liens  arising  in  the  ordinary  course of business;
                    Liens  created by or resulting from legal  proceedings
                    being  contested  in  good  faith;  certain  specified
                    zoning restrictions  and other restrictions on the use
                    of real property; interests  of  lessors  in  property
                    subject  to  any  capitalized lease; and certain other
                    similar Liens generally arising in the ordinary course
                    of business;

               (iv) Liens existing on the date of the Indenture;

               (v)  Liens upon Century's  property  arising  in connection
                    with  the  merger  or  consolidation of affiliates  of
                    Century with or into Century; and

               (vi) Liens that replace, extend or renew any Lien otherwise
                    permitted  under  the  Indenture  (Sections  4.05  and
                    4.06).

               The restriction in the Indenture  described above would not
          afford the holders of the Senior Debt Securities  protection  in
          the  event  of a highly leveraged transaction in which unsecured
          indebtedness  was  incurred  or  in  which  the Liens arising in
          connection therewith were freely permitted under  the Indenture,
          nor  would  it  afford  protection in the event of one  or  more
          highly leveraged transactions  in which secured indebtedness was
          incurred by Century's subsidiaries.   However,  in  the event of
          one  or  more  highly  leveraged  transactions  in which secured
          indebtedness was incurred by Century, these provisions would
          require  the  Senior Debt Securities to be secured  equally  and
          ratably  with  such  indebtedness,  subject  to  the  exceptions
          described above.

          Concerning the Trustee

               The Trustee,  prior  to  the  occurrence  of  an  Event  of
          Default,   undertakes   to  perform  only  such  duties  as  are
          specifically  set  forth  in   the   Indenture  and,  after  the
          occurrence  of  an  Event of Default, shall  exercise  the  same
          degree of care as a prudent person would exercise in the conduct
          of such person's own  affairs  (Section  7.01).  Subject to such
          provision, the Trustee is under no obligation to exercise any of
          the  rights  or  powers  vested  in it by the Indenture  at  the
          request,  order  or  direction of any  holders  of  Senior  Debt
          Securities, unless offered  reasonable  security or indemnity by
          such holders against the costs, expenses  and  liabilities which
          might  be incurred thereby (Section 7.02).  The Trustee  is  not
          required  to  expend  or  risk  its  own funds or incur personal
          financial liability in the performance  of  its  duties  if  the
          Trustee  reasonably  believes  that  repayment  of such funds or
          liability or adequate indemnity is not reasonably  assured to it
          (Section  7.01).   Century  shall  pay  the  Trustee  reasonable
          compensation  and  reimburse  it  for  all  reasonable  expenses
          incurred in accordance with the Indenture (Section 7.06).

               The  Trustee  may resign with respect to one or more Series
          and a successor Trustee  may be appointed to act with respect to
          such Series (Section 7.10).

               The Trustee also serves as trustee for certain of Century's
          employee benefit plans and  provides  revolving credit and other
          traditional banking services to Century.  The following officers
          and directors of Century are members of  the  board of directors
          of the Trustee:  Clarke M. Williams, Chairman of the Board, Glen
          F.  Post,  III,  President,  Chief  Executive Officer  and  Vice
          Chairman of the Board, and William R. Boles, Director.

                                PLAN OF DISTRIBUTION

               Century  may  sell  Senior  Debt  Securities   (i)  through
          underwriters   or   dealers,   (ii)  directly  to  one  or  more
          purchasers, (iii) through agents,  or (iv) through a combination
          of  any  such  methods  of  sale.   The  applicable   Prospectus
          Supplement  will  set  forth  the  terms of the offering of  the
          Senior Debt Securities offered thereby,  including  the  initial
          public  offering  price,  the name or names of any underwriters,
          dealers or agents, any underwriting  discounts  and  other items
          constituting   underwriters'  compensation  from  Century,   any
          agents'  commissions   and   any   discounts,   concessions   or
          commissions  allowed or reallowed or paid by any underwriters to
          other dealers.   Only  underwriters  so  named in the Prospectus
          Supplement shall be deemed to be underwriters in connection with
          the Senior Debt Securities offered thereby.

               Underwriters may offer and sell any Series at a fixed price
          or prices, which may be changed, or from time  to time at market
          prices prevailing at the time of sale, at prices related to such
          prevailing market prices or at negotiated prices.   Century also
          may  directly  offer and sell any Series in exchange for,  among
          other things, one  or  more of its outstanding issues of debt or
          convertible debt securities.  Century also may from time to time
          authorize agents acting  on  a  best efforts basis to solicit or
          receive  offers  to  purchase  any Series  upon  the  terms  and
          conditions set forth in the related  Prospectus  Supplement.  In
          connection with the sale of any Series, underwriters  or  agents
          may be deemed to have received compensation from Century in  the
          form  of  underwriting  discounts  or  commissions  and may also
          receive commissions from purchasers of such Series for whom they
          may  act  as  agents.   Underwriters may sell any Series  to  or
          through dealers, and such  dealers  may  receive compensation in
          the  form  of  discounts,  concessions or commissions  from  the
          underwriters or commissions  from  the  purchasers for whom they
          may act as agent, or both.

               Underwriters,  dealers and agents may  be  entitled,  under
          agreements entered into with Century, to indemnification against
          and contributions toward  certain  civil  liabilities, including
          liabilities  under  the Securities Act.  Century  may  agree  to
          reimburse underwriters  or  agents for certain expenses incurred
          in connection with the distribution  of  any Series.  Certain of
          the  underwriters,  dealers  or  agents  and  their   respective
          associates may be customers of, engage in transactions with, and
          perform   services  for,  Century  in  the  ordinary  course  of
          business.   The  obligations of the underwriters to purchase the
          Senior Debt Securities  of the Series offered will be subject to
          certain conditions precedent, and, unless otherwise indicated in
          the  related Prospectus Supplement,  the  underwriters  will  be
          obligated  to  purchase  all  such Senior Debt Securities if any
          such securities are purchased.

               If  so indicated in the applicable  Prospectus  Supplement,
          Century will  authorize  agents,  underwriters,  or  dealers  to
          solicit  offers  by  certain institutional investors to purchase
          Senior Debt Securities  providing  for payment and delivery on a
          future date specified in the Prospectus  Supplement.   There may
          be  limitations on the minimum amount which may be purchased  by
          any such  institutional  investor  or  on  the  portion  of  the
          aggregate  principal  amount  of the particular Series of Senior
          Debt Securities that may be sold  pursuant to such arrangements.
          Institutional investors to which such  offers  may be made, when
          authorized,  include  commercial  and  savings banks,  insurance
          companies, pension funds, investment companies,  educational and
          charitable institutions, and such other institutions  as  may be
          approved  by  Century.   The  obligations of any such purchasers
          pursuant to such delayed delivery  and payment arrangements will
          not be subject to any conditions except  (i)  the purchase by an
          institution of the particular Senior Debt Securities  shall  not
          at  the  time  of  delivery  be prohibited under the laws of any
          jurisdiction in the United States  to  which such institution is
          subject and (ii) if the particular Senior  Debt  Securities  are
          being  sold  to  underwriters,  Century  shall have sold to such
          underwriters  the  total principal amount of  such  Senior  Debt
          Securities less the  principal  amount  thereof  covered by such
          delayed  payment  and delivery arrangements.  Underwriters  will
          not have any responsibility  in  respect of the validity of such
          arrangements or the performance of Century or such institutional
          investors thereunder.

               The  Senior  Debt Securities of  each  Series,  when  first
          issued,  will  not have  an  established  trading  market.   Any
          underwriters or agents to or through whom Senior Debt Securities
          are sold by Century  for  public  offering  and  sale may make a
          market in such Senior Debt Securities, but such Underwriters  or
          agents  will  not  be obligated to do so and may discontinue any
          market making at any  time  without  notice.  If the Senior Debt
          Securities  are traded after their initial  issuance,  they  may
          trade at a discount  from  their  initial public offering price,
          depending upon prevailing interest rates, the market for similar
          securities, the Company's performance  and other factors.  There
          can be no assurance that an active public  market for the Senior
          Debt Securities will develop or be maintained.

                                   LEGAL MATTERS

               The  validity of the Senior Debt Securities  being  offered
          hereby will  be  passed  upon  for  Century  by  Jones,  Walker,
          Waechter,  Poitevent,  Carrere  &  Denegre, L.L.P., New Orleans,
          Louisiana.   Certain  legal  matters relating  to  offerings  of
          Senior Debt Securities will be  passed  upon  on  behalf  of the
          applicable  underwriters, dealers or agents by counsel named  in
          the applicable Prospectus Supplement.

                                      EXPERTS

               The consolidated financial statements and related financial
          statement schedules of Century as of December 31, 1993 and 1992,
          and for each  of  the  years  in  the  three-year  period  ended
          December  31,  1993  incorporated  by reference herein have been
          incorporated  by reference in reliance  upon  the  report,  also
          incorporated  by   reference   herein,  of  KPMG  Peat  Marwick,
          independent certified public accountants, and upon the authority
          of said firm as experts in accounting  and auditing.  The report
          of  KPMG  Peat  Marwick  covering  the  consolidated   financial
          statements  and related financial statement schedules refers  to
          changes  in  methods   of   accounting   for  income  taxes  and
          postretirement benefits other than pensions in 1992.

               The consolidated balance sheets of Celutel  as of April 30,
          1993  and  1992,  and  the  related  consolidated statements  of
          operations, changes in shareholders' deficit  and cash flows for
          each of the years in the three-year period ended April 30, 1993,
          have  been incorporated by reference herein in reliance  on  the
          report  of  Coopers  &  Lybrand,  independent  certified  public
          accountants,  given on the authority of such firm as experts  in
          accounting and auditing.

<PAGE>                                          

  ======================================      =================================

       No  person has been authorized to
  give any information  or  to  make any
  representations in connection with  an
  offering  of  Senior  Debt  Securities
  other  than  those  contained in  this
  Prospectus    or   in   any    related
  Prospectus Supplement and, if given or
  made,  such  other   information   and                $400,000,00
  representations  must  not  be  relied
  upon as having been authorized by  the
  Company    or   its   representatives,
  including   any   underwriters.    The
  delivery of this Prospectus shall not,
  under  any circumstances,  create  any
  implication  that  there  has  been no
  change  in  the affairs of the Company
  since  the date  hereof  or  that  the
  information    contained   herein   is             Century Telephone
  correct as of any  time  subsequent to             Enterprises, Inc.
  its  date.  This Prospectus  does  not
  constitute  an  offer  to  sell  or  a
  solicitation  of  an  offer to buy any
  securities  other than the  registered
  securities to which it relates and may
  not be used to  consummate  any  sales
  unless  accompanied  by  a  Prospectus
  Supplement.  This Prospectus  does not          Senior Debt Securities
  constitute  an  offer  to  sell  or  a
  solicitation  of  an offer to buy such
  securities  in  any  circumstances  in
  which  such  offer or solicitation  is
  unlawful.




              
                    ______________
                                                     _______________

                                                       PROSPECTUS
                   TABLE OF CONTENTS

                                   Page              _______________

  Available Information.........
  Incorporation of Certain
    Documents by Reference......
  Prospectus Summary............
  The Company...................
  Use of Proceeds...............
  Capitalization................
  Ratio of Earnings to
   Fixed Charges................
  Selected Financial Data.......
  Description of Senior
   Debt Securities..............
  Plan of Distribution..........
  Legal Matters.................
  Experts.......................


                                                   ___________________, 1994


  ====================================      ==================================


<PAGE>


                                       PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS


          Item 14.  Other Expenses of Issuance and Distribution.

               The  estimated  fees  and  expenses  payable  by  Century in
          connection  with  the  offering  described  in  the  Registration
          Statement are as follows:

                    Commission registration fee          $137,931
                    Printing and engraving expenses      $  5,000
                    Legal fees and expenses              $ 40,000
                    Accounting fees and expenses         $ 45,000
                    Blue Sky fees and expenses
                       (including legal fees)            $  6,500
                    Fees and expenses of Trustee 
                    (including legal fees)               $ 15,000
                    Rating agency fees                   $240,000
                    Miscellaneous                        $  5,000
                                                       __________

                         Total                           $494,431


          Item 15.  Indemnification of Directors and Officers.

               Section  83  of  the  Louisiana  Business  Corporation   Law
          provides  in  part that a corporation may indemnify any director,
          officer, employee  or  agent  of the corporation against expenses
          (including attorneys' fees), judgments, fines and amounts paid in
          settlement actually and reasonably  incurred by him in connection
          with any action, suit or proceeding to which he is or was a party
          or is threatened to be made a party (including  any  action by or
          in the right of the corporation) if such action arises out of his
          acts on behalf of the corporation and he acted in good  faith not
          opposed  to  the  best  interests  of  the corporation, and, with
          respect to any criminal action or proceeding,  had  no reasonable
          cause to believe his conduct was unlawful.

               The  indemnification  provisions  of the Louisiana  Business
          Corporation Law are not exclusive; however,  no  corporation  may
          indemnify  any  person  for willful or intentional misconduct.  A
          corporation has the power to obtain and maintain insurance, or to
          create a form of self-insurance on behalf of any person who is or
          was  acting  for  the  corporation,  regardless  of  whether  the
          corporation has the legal  authority  to  indemnify  the  insured
          person against such liability.

               Article  II,  Section  9  of  Century's by-laws (the "Indem-
          nification  By-law") provides for mandatory  indemnification  for
          directors and  officers  or  former  directors  and  officers  of
          Century to the fullest extent permitted by Louisiana law.

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

               Century 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, Century will maintain
          comparable insurance coverage  for each contracting party as long
          as he serves as an officer or director and thereafter for so long
          as he is subject to possible personal liability for actions taken
          in such capacities.  The Indemnification  Contracts  also provide
          that if Century 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 thereunder.

               Insofar as indemnification for liabilities arising under the
          Securities  Act  of  1933 may be permitted to directors, officers
          and controlling persons  of  Century  pursuant  to  the foregoing
          provisions,  or otherwise, Century has been advised that  in  the
          opinion  of  the   Securities   and   Exchange   Commission  such
          indemnification  is  against  public policy as expressed  in  the
          Securities Act of 1933 and is, therefore, unenforceable.

          Item 16.  Exhibits.

               The exhibits to this registration  statement  are  listed in
          the   exhibit  index,  which  appears  elsewhere  herein  and  is
          incorporated herein by reference.

          Item 17.  Undertakings.

               (a)  The undersigned registrant hereby undertakes:

                    (1)  To  file,  during  any  period  in which offers or
               sales  are  being made, a post-effective amendment  to  this
               registration statement:

                         (i)  To include any prospectus required by section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) To  reflect  in  the  prospectus any facts or
                    events  arising  after  the  effective   date  of  this
                    registration  statement  (or  the  most  recent   post-
                    effective amendment thereof) which, individually or  in
                    the  aggregate,  represent  a fundamental change in the
                    information set forth in this registration statement;

                         (iii)To  include  any  material  information  with
                    respect  to  the  plan of distribution  not  previously
                    disclosed  in  this  registration   statement   or  any
                    material   change   to   such   information   in   this
                    registration statement;

                    Provided,   however,   that  paragraphs  (a)(1)(i)  and
               (a)(1)(ii) do not apply if the  information  required  to be
               included  in  a post-effective amendment by those paragraphs
               is contained in  periodic  reports  filed  by the registrant
               pursuant  to  Section 13 or Section 15(d) of the  Securities
               Exchange Act of  1934  that are incorporated by reference in
               this registration statement.

                    (2)  That, for the purpose of determining any liability
               under the Securities Act  of  1933, each such post-effective
               amendment shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering
               of such securities at that time  shall  be  deemed to be the
               initial bona fide offering thereof.

                    (3)  To remove from registration by means  of  a  post-
               effective  amendment  any of the securities being registered
               which remain unsold at the termination of the offering.

               (b)  The undersigned registrant  hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of Century's annual report  pursuant to Section
          13(a)  or Section 15(d) of the Securities Exchange  Act  of  1934
          that is  incorporated  by reference in the registration statement
          shall be deemed to be a  new  registration  statement relating to
          the  securities  offered  therein,  and  the  offering   of  such
          securities  at  that time shall be deemed to be the initial  bona
          fide offering thereof.
               (c)  Insofar  as  indemnification  for  liabilities  arising
          under  the  Securities Act of 1933 may be permitted to directors,
          officers and  controlling  persons  of the registrant pursuant to
          the foregoing provisions, or otherwise,  the  registrant has been
          advised  that  in  the  opinion  of  the Securities and  Exchange
          Commission  such  indemnification  is against  public  policy  as
          expressed in the Act and is, therefore,  unenforceable.   In  the
          event  that  a claim for indemnification against such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid  by  a director,  officer,  or  controlling  person  of  the
          registrant  in  the  successful  defense  of any action, suit, or
          proceeding) is asserted by such director, officer, or controlling
          person  in connection with the securities being  registered,  the
          registrant  will, unless in the opinion of its counsel the matter
          has been settled  by  controlling precedent, submit to a court of
          appropriate    jurisdiction    the    question    whether    such
          indemnification  by  it  is against public policy as expressed in
          the Act and will be governed  by  the  final adjudication of such
          issue.

               (d)  The undersigned registrant hereby undertakes to file an
          application for the purposes of determining  the  eligibility  of
          the  Trustee  to  act  under subsection (a) of Section 310 of the
          Trust Indenture Act in accordance  with the rules and regulations
          prescribed by the Commission under Section 305(b)(2) of such Act.

                                         
                                      SIGNATURES

               Pursuant  to the requirements of the Securities Act of 1933,
          the Registrant has  duly caused this Registration Statement to be
          signed  on  its  behalf   by   the  undersigned,  thereunto  duly
          authorized, in the City of Monroe,  State  of Louisiana, on March
          30, 1994.


                                        CENTURY TELEPHONE ENTERPRISES, INC.



                                        By:      /s/ Clarke M. Williams
                                             ______________________________  
                                                   Clarke M. Williams
                                           Chairman of the Board of Directors


                                  POWER OF ATTORNEY

               KNOW  ALL  MEN  BY  THESE PRESENTS, that each  person  whose
          signature  appears immediately  below  constitutes  and  appoints
          Clarke M. Williams, Glen F. Post, III and Harvey P. Perry, or any
          one of them, his true and lawful attorney-in-fact and agent, with
          full power of  substitution,  for  him and in his name, place and
          stead, in any and all capacities, to  sign any and all amendments
          (including  post-effective  amendments)  to   this   Registration
          Statement,  and  to file the same with all exhibits thereto,  and
          all supplements and other documents in connection therewith, with
          the  Securities  and  Exchange  Commission,  granting  unto  said
          attorney-in-fact and  agent  full  power  and authority to do and
          perform each and every act and thing requisite  and  necessary to
          be  done,  as  fully  to all intents and purposes as he might  or
          could do in person, hereby ratifying and confirming all that said
          attorney-in-fact and agent  or  his substitute or substitutes may
          lawfully do or cause to be done by virtue hereof.

               Pursuant to the requirements  of the Securities Act of 1933,
          this  Registration Statement has been  signed  by  the  following
          persons in the capacities and on the dates indicated.

               Signature                  Title                   Date


     /s/ Clarke M. Williams       Chairman of the Board      March 30, 1994
     ______________________            of Directors
      Clarke M. Williams          


     /s/ Glen F. Post, III          President, Chief         March 30, 1994
     _______________________      Executive Officer and
       Glen F. Post, III            Vice Chairman of the
                                       Board of Directors

     /s/ R. Stewart Ewing, Jr.    Senior Vice President      March 30, 1994
     _________________________     Chief Financial Officer
       R. Stewart Ewing, Jr.     (Principal Financial Officer)

     
     /s/ Murray H. Greer              Controller             March 30, 1994
     _________________________ (Principal Accounting Officer)    
       Murray H. Greer         


     /s/ W. Bruce Hanks        President-Telecommunications  March 30, 1994
     ________________________     Services and Director     
        W. Bruce Hanks           


     /s/ Harvey P. Perry          Senior  Vice  President,   March 30, 1994
     ________________________  General Counsel and Director   
       Harvey P. Perry    


     /s/ Jim D. Reppond          President-Telephone Group   March 30, 1994
     ________________________          and Director
       Jim D. Reppond

          
     /s/ William R. Boles, Jr.           Director            March 30, 1994
     _________________________     
       William R. Boles, Jr.


    /s/ Ernest Butler, Jr.               Director            March 30, 1994
    __________________________       
      Ernest Butler, Jr.


   /s/ Calvin Czeschin                   Director            March 30, 1994
   __________________________   
      Calvin Czeschin


   /s/ James B. Gardner                  Director            March 30, 1994
   __________________________         
      James B. Gardner


   /s/ R. L. Hargrove, Jr.               Director            March 30, 1994
  __________________________        
      R. L. Hargrove, Jr.


   /s/ Johnny Hebert                     Director            March 30, 1994
   _________________________          
     Johnny Hebert


   /s/ F. Earl Hogan                     Director            March 30, 1994
   ________________________          
     F. Earl Hogan


   /s/ Tom S. Lovett                     Director            March 30, 1994
   ________________________          
     Tom S. Lovett


   /s/ C. G. Melville                    Director            March 30, 1994
   ________________________          
     C. G. Melville
     
                                    EXHIBIT INDEX


          Exhibit No.                                    Exhibit
          ___________                                    ________

            1     Form of Underwriting Agreement.

            4.1   Form  of  Indenture  to  be  dated  as  of March 31, 1994
                  between  Century  and  First  American  Bank &  Trust  of
                  Louisiana, as Trustee.

            4.2   Form  of  Board Resolution to be used in designating  and
                  authorizing  the  terms  and  conditions of any series of
                  Senior Debt Securities offered hereunder.

            4.3   Form  of  Senior Debt Security (included  within  Exhibit
                  4.2)

            4.4   Amended and Restated Articles of Incorporation of Century
                  dated December  15,  1988  (incorporated  by reference to
                  Exhibit  3.1  to  Century's  Report  on  Form 10-K  dated
                  December  31,  1988),  as  amended  by  the  Articles  of
                  Amendment dated May 2, 1989 (incorporated by reference to
                  Exhibit 4.1 to Century's Current Report on Form 8-K dated
                  May 5, 1989), by the Articles of Amendment dated  May 17,
                  1990   (incorporated  by  reference  to  Exhibit  4.1  of
                  Century's  Post-Effective  Amendment  No.  2  on Form S-8
                  dated December 21, 1990, Registration No. 33-17114),  and
                  by   the   Articles  of  Amendment  dated  May  30,  1991
                  (incorporated  by  reference  to Exhibit 3.1 to Century's
                  Current Report on Form 8-K dated June 12, 1991).

            4.5   By-laws of Century, as amended  through February 22, 1994
                  (incorporated by reference to Exhibit  3.2  of  Century's
                  Annual  Report  on  Form 10-K for the year ended December
                  31, 1993).

            4.6   Amended  and  Restated   Rights  Agreement  dated  as  of
                  November  17,  1986  between  Century  and  MTrust  Corp,
                  National Association,  as  Rights  Agent (incorporated by
                  reference to Exhibit 4.1 to Century's  Current  Report on
                  Form  8-K  dated  December  20,  1988)  as  amended by an
                  amendment dated March 26, 1990 (incorporated by reference
                  to Exhibit 4.1 to Century's Quarterly Report on Form 10-Q
                  for  the  quarter  ended  March 31, 1990) and the  Second
                  Amendment thereto dated February  23,  1993 (incorporated
                  by reference to Exhibit 4.12 to Century's  Annual  Report
                  on Form 10-K for the year ended December 31, 1992).

            4.7   Indenture  dated  February  1,  1992, between Century and
                  First American Bank & Trust of Louisiana (incorporated by
                  reference to Exhibit 4.23 to Century's  Annual  Report on
                  Form 10-K for the year ended December 31, 1991).

                  Certain  instruments with respect to the Company's  long-
                  term debt  have  been omitted pursuant to Regulation S-K,
                  Item 601.  The Company hereby agrees to furnish copies of
                  such instruments to the Commission upon request.

            5     Opinion of Jones,  Walker, Waechter, Poitevent, Carrere &
                  Denegre, L.L.P.

           12     Statement regarding  computation of ratio of earnings to
                  fixed charges.

           23.1   Consent of KPMG Peat Marwick.

           23.2   Consent of Coopers & Lybrand.

           23.3   Consent of Jones Walker,  Waechter,  Poitevent, Carrere &
                  Denegre, L.L.P. (included in Exhibit 5).

           24     Power  of  Attorney (included on the signature  pages  of
                  this Registration Statement).

           25     Statement of Eligibility of Trustee on Form T-1.
          


                                                              Exhibit 1
                                                     to Registration Statement


                         CENTURY TELEPHONE ENTERPRISES, INC.

                 $____________  ___% Senior Debt Securities due ____

                                UNDERWRITING AGREEMENT

             
                                                      ___________ ___, 1994

                                            
          [name]
            As Representatives of
            the several Underwriters
          [address]

          Dear Ladies and Gentlemen:

                    Century Telephone Enterprises, Inc., a Louisiana
          corporation (the "Company"), proposes to issue and sell an
          aggregate of $______________  principal amount of the Company's
          ___% Senior Debt Securities due ____ (the "Securities") to be
          issued pursuant to an Indenture dated as of March __, 1994 (the
          "Indenture"), between the Company and First American Bank & Trust
          of Louisiana, as Trustee (the "Trustee").  The Securities will be
          sold to you and to the other underwriters named in Schedule I
          (collectively, the "Underwriters") for whom you are acting as
          representatives (the "Representatives").

                    The purchase price for the Securities to be paid by the
          several Underwriters shall be agreed upon by the Company and the
          Representatives, acting on behalf of the several Underwriters,
          and such agreement shall be set forth in a separate written
          instrument substantially in the form of Exhibit A hereto (the
          "Price Determination Agreement").  The Price Determination
          Agreement may take the form of an exchange of any standard form
          of written telecommunication among the Company and the
          Representatives and shall specify such applicable information as
          is indicated in Exhibit A hereto.  The offering of the Securities
          will be governed by this Agreement, as supplemented by the Price
          Determination Agreement.  From and after the date of the
          execution and delivery of the Price Determination Agreement, this
          Agreement shall be deemed to incorporate, and, unless the context
          otherwise indicates, all references contained herein to "this
          Agreement" and to the phrase "herein" shall be deemed to include
          the Price Determination Agreement.

                    The Company confirms as follows its agreements with the
          Representatives and the several other Underwriters.

                    1.   Agreement to Sell and Purchase.
                        
                         (a)  On the basis of the representations,
          warranties and agreements of the Company herein contained and
          subject to all the terms and conditions of this Agreement, the
          Company agrees to sell to each Underwriter named below, and each
          Underwriter agrees, severally and not jointly, to purchase from
          the Company, the principal amount of the Securities set forth
          opposite the name of such Underwriter in Schedule I, plus such
          additional principal amount of Securities which such Underwriter
          may become obligated to purchase pursuant to Section 8 hereof,
          all at the purchase price plus accrued interest, if any, from
          _________ __, 1994, to the Closing Date (as hereinafter defined),
          to be agreed upon by the Representatives and the Company in
          accordance with Section 1(b) and as set forth in the Price
          Determination Agreement.

                         (b)  The purchase price for the Securities to be
          paid by the several Underwriters shall be agreed upon and set
          forth in the Price Determination Agreement, which shall be dated
          the Execution Date, and a Final Prospectus (as hereinafter
          defined) containing such price information shall be filed
          pursuant to 424(b) under the Securities Act of 1933, as amended
          (the "Act").

                    2.  Delivery and Payment.  Delivery of the Securities
          shall be made to the Representatives for the accounts of the
          Underwriters against payment of the purchase price by wire
          transfer in same day funds to the Company or its order at the
          office of [name & address] or at such other location as the
          parties may agree.  Such payment shall be made at 10:00 a.m., New
          York City time, on the fifth business day following the date of
          this Agreement or at such time on such other date, not later than
          seven business days after the date of this Agreement, as may be
          agreed upon by the Company and the Representatives (such date is
          hereinafter referred to as the "Closing Date").

                    Certificates evidencing the Securities shall be in
          temporary or definitive form and shall be registered in such
          names and in such authorized denominations as the Representatives
          shall request by written notice to the Company at least two
          business days prior to the Closing Date.  For the purpose of
          expediting the checking and packaging of certificates for the
          Securities, the Company agrees to make such certificates
          available for inspection at least 24 hours prior to the Closing
          Date.

                    The cost of original issue tax stamps, if any, in
          connection with the issuance and sale of the Securities by the
          Company to the respective Underwriters shall be borne by the
          Company.  The Company will pay and save each Underwriter and any
          subsequent holder of the Securities harmless from any and all
          liabilities with respect to or resulting from any failure or
          delay in paying federal and state stamp and other issuance taxes,
          if any, which may be payable or determined to be payable in
          connection with the original issuance or sale to such Underwriter
          of the Securities.

                    3.  Representations and Warranties of the Company.  The
          Company represents and warrants to and covenants with each
          Underwriter that:

                         (a)  The Company meets the requirements for use of
          Form S-3.  A registration statement (Registration No. 33-_____)
          on Form S-3 relating to the Securities, and the offering thereof
          from time to time in accordance with Rule 415 under the Act,
          including a Basic Prospectus and such amendments to such
          registration statement as may have been required to the date of
          this Agreement, has been (i) prepared by the Company under the
          provisions of the Act, and the rules and regulations thereunder
          (collectively referred to as the "Rules and Regulations") of the
          Securities and Exchange Commission (the "Commission"); (ii) filed
          with the Commission; and (iii) declared effective by the
          Commission.  Copies of such registration statement and
          amendments, if any, and of any Preliminary Prospectus used by the
          Company have been delivered to the Representatives.  The offering
          of the Securities is a Delayed Offering and, although the Basic
          Prospectus may not include all the information with respect to
          the Securities and the offering thereof required by the Act and
          the Rules and Regulations to be included in the Final Prospectus,
          such Basic Prospectus includes all such information required by
          the Act and the Rules and Regulations to be included therein as
          of the Effective Date.  The Company will file the Final
          Prospectus in accordance with Rule 424(b) of the Rules and
          Regulations.  As filed, the Final Prospectus shall include all
          required information with respect to the Securities and the
          offering thereof and, except to the extent the Representatives
          shall agree in writing to a modification, shall be in all
          substantive respects in the form furnished to you prior to the
          Execution Date or, to the extent not completed at the Execution
          Date, shall contain such specific additional information and
          other changes (beyond that contained in such Basic Prospectus and
          any Preliminary Prospectus) as the Company has advised you, prior
          to the Execution Date.

                         The term "Registration Statement" means such
          registration statement as amended or supplemented to the date
          hereof, including incorporated documents, financial statements
          and all exhibits, each as amended, and, in the event any post-
          effective amendment to such registration statement becomes
          effective prior to the Closing Date, shall also mean such
          registration statement as so amended.  The term "Effective Date"
          means the later of the date the Registration Statement initially
          became effective, the date that any post-effective amendment or
          amendments thereto became or become effective or the date of the
          filing of the Company's most recent Annual Report on Form 10-K.
          The term "Execution Date" means the date that this Agreement is
          executed and delivered by the parties hereto.  The term "Basic
          Prospectus" means the prospectus contained in and forming a part
          of the Registration Statement, including incorporated documents
          or documents deemed to be incorporated therein, at the Execution
          Date.  The term "Preliminary Prospectus" means any preliminary
          prospectus (or any supplement thereto) which describes the
          Securities and the offering thereof and is used prior to the
          filing of the Final Prospectus.  The term "Final Prospectus"
          means the prospectus supplement relating to the Securities as
          first filed with the Commission pursuant to Rule 424(b) of the
          Rules and Regulations after the Execution Date, together with the
          Basic Prospectus.  The term "Delayed Offering" means an offering
          of securities pursuant to Rule 415 under the Rules and
          Regulations which does not commence promptly after the effective
          date of a registration statement.

                         (b)  On the Effective Date, the Registration
          Statement did and when the Final Prospectus is first filed with
          the Commission pursuant to Rule 424(b), the Final Prospectus (and
          any supplement thereto), including the financial statements
          included or incorporated by reference in the Final Prospectus,
          will comply in all material respects with the applicable
          provisions of the Act, the Rules and Regulations, the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), the rules
          and regulations thereunder (the "Exchange Act Rules and
          Regulations"), the Trust Indenture Act of 1939, as amended (the
          "Trust Indenture Act") and the rules and regulations thereunder
          (the "Trust Indenture Act Rules and Regulations") and will
          contain all information required to be included therein in
          accordance with the Act, the Rules and Regulations, the Exchange
          Act and the Exchange Act Rules and Regulations.  On the Effective
          Date, the Registration Statement did not contain any untrue
          statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading.  At the date the Final Prospectus
          (together with any supplement thereto) is first filed with the
          Commission pursuant to Rule 424(b) and at the Closing Date, the
          Final Prospectus did not or will not contain any untrue statement
          of a material fact or omit to state a material fact necessary in
          order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading.  The
          foregoing representations and warranties in this Section 3(b) do
          not apply to any statements or omissions made in reliance on and
          in conformity with information furnished in writing to the
          Company by the Representatives specifically for inclusion in the
          Registration Statement or Final Prospectus (or any supplement
          thereto).  On the Effective Date, the date the Final Prospectus
          is first filed with the Commission pursuant to Rule 424(b), and
          at all subsequent times to and including the Closing Date, the
          Indenture did or will comply with all applicable provisions of
          the Trust Indenture Act and the Trust Indenture Act Rules and
          Regulations.
                         
                         (c)  The documents which are incorporated by
          reference in the Basic Prospectus, any Preliminary Prospectus and
          the Final Prospectus or from which information is so incorporated
          by reference, when they became effective or were filed with the
          Commission, as the case may be, complied in all material respects
          with the requirements of the Act, the Rules and Regulations, the
          Exchange Act or the Exchange Act Rules and Regulations, as
          applicable; and any documents so filed and incorporated by
          reference subsequent to the Effective Date shall, when they are
          filed with the Commission, conform in all material respects with
          the requirements of the Act, the Rules and Regulations, the
          Exchange Act or the Exchange Act Rules and Regulations, as
          applicable.

                         (d)  Each of the Company and each of its
          subsidiaries listed on Schedule II hereto (the "Subsidiaries")
          is, and at the Closing Date will be, a corporation duly
          organized, validly existing and in good standing under the laws
          of its jurisdiction of incorporation.  Each of the Company and
          each of the Subsidiaries has, and at the Closing Date will have,
          full power and authority to conduct all the activities conducted
          by it, to own or lease all the assets owned or leased by it and
          to conduct its business as described in the Registration
          Statement and the Final Prospectus.  Each of the Company and each
          of the Subsidiaries is, and at the Closing Date will be, duly
          licensed or qualified to do business and in good standing as a
          foreign corporation in all jurisdictions in which the nature of
          the activities conducted by it or the character of the assets
          owned or leased by it makes such licensing or qualification
          necessary except where the failure to be so qualified or licensed
          would not have a material adverse effect on the Company and its
          subsidiaries, taken as a whole.  For purposes of this Agreement,
          (i) "subsidiaries" shall mean (a) the Company's directly and
          indirectly majority-owned corporate subsidiaries and (b) the
          partnerships, joint ventures and other entities of which the
          Company is the majority owner and managing general partner and
          (ii) the phrase "Company and its subsidiaries, taken as a whole"
          shall be construed to include minority-owned partnerships in
          which a corporate subsidiary of the Company is a limited partner,
          but only to the extent of the Company's equity interests in such
          partnerships.  Complete and correct copies of the certificate of
          incorporation and of the by-laws of the Company and each of the
          Subsidiaries and all amendments thereto have been delivered to
          the Representatives, and no changes therein will be made
          subsequent to the Execution Date and prior to the Closing Date.

                         (e)  The Securities have been duly and validly
          authorized and, when authenticated by the Trustee and issued,
          delivered and sold in accordance with this Agreement and the
          Indenture, will have been duly and validly executed,
          authenticated, issued and delivered and will constitute valid and
          binding obligations of the Company, enforceable against the
          Company in accordance with their respective terms and entitled to
          the benefits provided by the Indenture except (i) that such
          enforcement may be subject to bankruptcy, insolvency,
          reorganization, fraudulent conveyance, moratorium or other
          similar laws, now or hereafter in effect, relating to creditors'
          rights generally and (ii) that the remedy of specific performance
          and injunctive and other forms of equitable relief may be subject
          to equitable defenses and to the discretion of the court before
          which any proceeding therefor may be brought.

                         (f)  The description of the Securities in the
          Registration Statement and the Final Prospectus is, and at the
          Closing Date will be, complete and accurate in all material
          respects and, insofar as such description contains statements
          constituting a summary of the legal matters or documents referred
          to therein, such description fairly summarizes the information
          referred to therein.

                         (g)  The financial statements and schedules
          included or incorporated by reference in the Registration
          Statement or the Final Prospectus present fairly the consolidated
          financial condition of the Company as of the respective dates
          thereof and the consolidated results of operations and cash flows
          of the Company for the respective periods covered thereby, all in
          conformity with generally accepted accounting principles applied
          on a consistent basis throughout the entire period involved,
          except as otherwise disclosed in the Registration Statement or
          the Final Prospectus.  The selected consolidated financial data
          included in the Registration Statement or the Final Prospectus
          present fairly the information shown therein and have been
          compiled on a basis consistent with that of the audited
          consolidated financial statements of the Company included in the
          Registration Statement or the Final Prospectus.  No other
          financial statements or schedules of the Company are required by
          the Act, the Rules and Regulations or the Exchange Act to be
          included in or incorporated by reference into the Registration
          Statement or the Final Prospectus.  KPMG Peat Marwick ("Peat
          Marwick") and Coopers & Lybrand, who have reported on certain
          financial statements and schedules of the Company and Celutel,
          Inc, respectively, each are or were, as the case may be,
          independent accountants with respect to the Company and Celutel,
          Inc, respectively, as required by the Act and the Rules and
          Regulations.

                         (h)  Subsequent to the respective dates as of
          which information is given in the Registration Statement and the
          Final Prospectus and prior to the Closing Date, except as set
          forth in or contemplated by the Registration Statement and the
          Final Prospectus, (i) there has not been and will not have been
          any material change in the capitalization of the Company, (ii)
          there has not been and will not have been any material adverse
          change in the business, properties, business prospects, condition
          (financial or otherwise) or results of operations of the Company
          and its subsidiaries, taken as a whole, arising for any reason
          whatsoever, (iii) except in the ordinary course of business,
          neither the Company nor any of the Subsidiaries has incurred nor
          will it voluntarily incur any liabilities or obligations, direct
          or contingent, that are material to the Company and its
          subsidiaries, taken as a whole and (iv) the Company has not and
          will not have paid or declared any dividends or other
          distributions of any kind on any class of its capital stock
          except cash dividends paid in the ordinary course of business and
          consistent with past practice.

                         (i)  The Company is not an "investment company" or
          an "affiliated person" of, or "promoter" or "principal
          underwriter" for, an "investment company," as such terms are
          defined in the Investment Company Act of 1940, as amended.

                         (j)  Except as set forth in the Registration
          Statement and the Final Prospectus, there are no actions, suits
          or proceedings pending or, to the best of the Company's
          knowledge, threatened against or affecting the Company or any of
          its subsidiaries or any of their respective officers in their
          capacity as such, before or by any federal or state court,
          commission, regulatory body, administrative agency or other
          governmental body, domestic or foreign, that is likely to
          materially and adversely affect the business, properties,
          business prospects, condition (financial or otherwise) or results
          of operations of the Company and its subsidiaries, taken as a
          whole.  All actions, suits or proceedings now pending against the
          Company or any of its subsidiaries, or any of their respective
          officers in their capacities as such, before any Federal or state
          court, commission, regulatory body, administrative agency or
          other governmental body, domestic or foreign, if decided or
          resolved in a manner unfavorable to the Company or any of its
          subsidiaries, would not be likely to, singly or in the aggregate,
          materially and adversely affect the business, properties,
          business prospects, condition (financial or otherwise) or results
          of operations of the Company and its subsidiaries, taken as a
          whole.

                         (k)  The Company and each of the Subsidiaries has,
          and at the Closing Date, will have (i) such franchises,
          certificates, authorities or permits issued by the appropriate
          state, federal or foreign regulatory agencies or bodies necessary
          to conduct the business now operated by them, other than those
          the absence of which would not be likely to have a materially
          adverse effect on the business, properties, business prospects,
          condition (financial or otherwise) or results of operations of
          the Company and its subsidiaries, taken as a whole, and neither
          the Company nor any of the Subsidiaries has received any notice
          of proceedings relating to the revocation or modification of any
          such franchise, certificate, authority or permit which, singly or
          in the aggregate, if the subject of an unfavorable decision,
          ruling or finding, would be likely to materially and adversely
          affect the business, properties, business prospects, condition
          (financial or otherwise) or results of operations of the Company
          and its subsidiaries, taken as a whole, (ii) complied in all
          material respects with all laws, statutes, ordinances, rules,
          regulations, orders or decrees of any court, governmental body or
          regulatory authority or administrative agency having jurisdiction
          over the Company or any Subsidiary or any of the property or
          assets of the Company or any Subsidiary (including, without
          limitation, any such laws, statutes, ordinances, rules
          regulations, orders or decrees with respect to environmental
          protection or the release, handling, treatment, storage or
          disposal of hazardous substances or toxic wastes), the failure to
          comply with which would be likely to materially adversely affect
          the business, properties, business prospects, condition
          (financial or otherwise) or results of operations of the Company
          and its subsidiaries, taken as a whole, and (iii) performed in
          all material respects all of its obligations required to be
          performed by it under any material contract or other instrument
          to which it is a party or by which its property is bound or
          affected, and is not, and at the Closing Date, will not be, in
          default under any such contract or instrument the effect of which
          would be likely to materially adversely affect the business,
          properties, business prospects, condition (financial or
          otherwise) or results of operations of the Company and its
          subsidiaries, taken as a whole.  To the best knowledge of the
          Company, no other party under any material contract or other
          instrument to which it or any Subsidiary is a party is in default
          in any respect thereunder, except for any such defaults (alone or
          collectively) that would not be likely to have a material adverse
          effect on the Company and its subsidiaries, taken as a whole;
          provided that it is understood and agreed that neither the
          Company nor any Subsidiary has undertaken any special
          investigation to determine compliance by such other parties under
          any such contract or other instrument.  The Company is not, and
          at the Closing Date, will not be, in violation of any provision
          of its articles of incorporation or by-laws.  The Subsidiaries
          are not, and at the Closing Date, will not be, in violation of
          any material provision of their respective articles of
          incorporation or by-laws.

                         (l)  No consent, approval, authorization or order
          of, or any filing, registration, qualification or declaration
          with, any court or governmental agency or body is required for
          (i) the execution, delivery or performance of this Agreement, the
          Securities or the Indenture by the Company, (ii) the
          authorization, offer, issuance, transfer, sale or delivery of the
          Securities by the Company in accordance herewith or (iii) the
          consummation by the Company of the transactions on its part
          contemplated herein and by the Indenture, except such as may have
          been obtained under the Act, the Rules and Regulations, the Trust
          Indenture Act or the Trust Indenture Act Rules and Regulations
          and such as may be required under foreign or state securities or
          Blue Sky laws or the by-laws and rules of the National
          Association of Securities Dealers, Inc. (the "NASD") in
          connection with the purchase and distribution of the Securities
          by the Underwriters.

                         (m)  The Company has full corporate power and
          authority to enter into this Agreement and the Indenture.  This
          Agreement has been duly authorized, executed and delivered by the
          Company and, when executed and delivered by the Representatives,
          constitutes a valid and binding agreement of the Company and is
          enforceable against the Company in accordance with the terms
          hereof, except (i) that such enforcement may be subject to
          bankruptcy, insolvency, reorganization, fraudulent conveyance,
          moratorium or other similar laws, now or hereafter in effect,
          relating to creditors' rights generally, (ii) that the remedy of
          specific performance and injunctive and other forms of equitable
          relief may be subject to equitable defenses and to the discretion
          of the court before which any proceeding therefor may be brought
          and (iii) rights to indemnity and contribution hereunder may be
          limited by federal or state laws relating to securities or the
          policies underlying such laws.  The Indenture has been duly
          authorized and, when executed and delivered by the Company and
          the Trustee and qualified under the Trust Indenture Act, will
          constitute a valid and binding agreement of the Company and will
          be enforceable against the Company in accordance with its terms,
          except (i) that such enforcement may be subject to bankruptcy,
          insolvency, reorganization, moratorium or other similar laws, now
          or hereafter in effect, relating to creditors' rights generally
          and (ii) that the remedy of specific performance and injunctive
          and other forms of equitable relief may be subject to equitable
          defenses and to the discretion of the court before which any
          proceeding therefor may be brought.  The execution, delivery and
          performance by the Company of this Agreement, the Indenture and
          the Securities and the consummation of the transactions
          contemplated hereby and thereby will not result in the creation
          or imposition of any lien, charge or encumbrance upon any of the
          assets of the Company or any of the Subsidiaries pursuant to the
          terms or provisions of, or, except as disclosed in the
          Registration Statement or the Final Prospectus, result in a
          breach or violation of any of the terms or provisions of, or
          constitute a default under, or give any other party a right to
          terminate any of its obligations under, or result in the
          acceleration of any obligation under, the articles of
          incorporation or by-laws (or comparable instruments) of the
          Company or any of the Subsidiaries, any indenture, mortgage, deed
          of trust, voting trust agreement, loan agreement, bond,
          debenture, note agreement or other evidence of indebtedness,
          lease, contract or other agreement or instrument to which the
          Company or any of the Subsidiaries is a party or by which the
          Company or any of the Subsidiaries or any of their respective
          properties is or are bound or affected, or violate or conflict
          with any franchise or any judgment, ruling, decree, order,
          statute, rule or regulation of any court or other governmental
          agency or body applicable to the business or properties of the
          Company or any of the Subsidiaries.

                         (n)  The Company and each of the Subsidiaries has
          good and marketable title to all franchises, properties and
          assets owned by it, which are material to the business or
          operations of the Company and its subsidiaries, taken as a whole,
          free and clear of all liens, charges, encumbrances or
          restrictions, except such as are described in the Final
          Prospectus.  The Company and each of the Subsidiaries has valid,
          subsisting and enforceable leases for the properties leased by
          it, with such exceptions as would not materially interfere with
          the business or operations of the Company and it subsidiaries,
          taken as a whole.

                         (o)  All existing material contracts described in
          the Final Prospectus to which the Company or any of the
          Subsidiaries is a party have been duly authorized, executed and
          delivered by the Company or such Subsidiary, constitute valid and
          binding agreements of the Company or such Subsidiary and are
          enforceable against the Company or such Subsidiary in accordance
          with the terms thereof, except (i) that such enforcement may be
          subject to bankruptcy, insolvency, reorganization, fraudulent
          conveyance, moratorium or other similar laws, now or hereafter in
          effect, relating to creditors' rights generally and (ii) that the
          remedy of specific performance and injunctive and other forms of
          equitable relief may be subject to equitable defenses and to the
          discretion of the court before which any proceeding therefor may
          be brought.

                         (p)  No statement, representation, warranty or
          covenant made by the Company in this Agreement or the Indenture
          or made in any certificate or document required by this Agreement
          to be delivered to the Representatives was or will be, when made,
          inaccurate, untrue or incorrect in any material respect.


                         (q)  No holder of securities of the Company has
          rights to the registration of any securities of the Company
          because of the filing of the Registration Statement.


                    4.   Agreements of the Company. The Company agrees with
          each of the several Underwriters as follows:

                         (a)  The Company will not, either prior to the
          Effective Date or thereafter during such period as the Final
          Prospectus is required by law to be delivered in connection with
          sales of the Securities by an Underwriter or dealer, file any
          amendment or supplement to the Registration Statement or the
          Final Prospectus, unless a draft thereof shall first have been
          submitted to the Representatives within a reasonable period of
          time prior to the filing thereof and the Representatives shall
          not have objected thereto in good faith.

                         (b)  The Company will notify the Representatives
          promptly, and will confirm such advice in writing, (1) when any
          post-effective amendment to the Registration Statement becomes
          effective, (2) of any request by the Commission for amendments or
          supplements to the Registration Statement or the Final Prospectus
          or for additional information, (3) of the issuance by the
          Commission of any stop order suspending the effectiveness of the
          Registration Statement or the initiation of any proceedings for
          that purpose or the threat thereof, (4) of the happening of any
          event during the period mentioned in the second sentence of
          Section 4(e) that in the judgment of the Company requires the
          Company to file an amendment or supplement to the Registration
          Statement and (5) of receipt by the Company, or any
          representatives or attorney of the Company, of any other
          communication from the Commission relating to the Registration
          Statement, the Basic Prospectus, any Preliminary Prospectus or
          the Final Prospectus or the offering of the Securities.  If at
          any time the Commission shall issue any order suspending the
          effectiveness of the Registration Statement, the Company will
          make every reasonable effort to obtain the withdrawal of such
          order at the earliest possible moment.

                         (c)  The Company will furnish to the
          Representatives, without charge, two signed copies of the
          Registration Statement and of any post-effective amendment
          thereto, including financial statements and schedules, and all
          exhibits thereto (including any documents filed under the
          Exchange Act and deemed to be incorporated by reference into the
          Final Prospectus), and will furnish to the Representatives,
          without charge, for transmittal to each of the other
          Underwriters, a copy of the Registration Statement and any post-
          effective amendment thereto, including financial statements and
          schedules but without exhibits.

                         (d)  The Company will comply with all the
          provisions of any undertakings contained in the Registration
          Statement.

                         (e)  On the Effective Date, and thereafter from
          time to time, the Company will deliver to each of the
          Underwriters, without charge, as many copies of the Final
          Prospectus or any supplement thereto, as the Representatives may
          reasonably request.  The Company consents to the use of any
          Preliminary Prospectus and the Final Prospectus or any amendment
          or supplement thereto by the several Underwriters and by all
          dealers to whom the Securities may be sold, both in connection
          with the offering or sale of the Securities and for any period of
          time thereafter during which a prospectus is required by law to
          be delivered in connection therewith.  If during such period of
          time, any event shall occur which in the judgment of the Company
          or counsel to the Underwriters should be set forth in the Final
          Prospectus in order to make any statement therein, in the light
          of the circumstances under which it was made when delivered, not
          misleading, or if it is necessary to supplement the Final
          Prospectus to comply with law, the Company will forthwith prepare
          and duly file with the Commission an appropriate supplement
          thereto, and will deliver to each of the Underwriters, without
          charge, such number of copies thereof as the Representatives may
          reasonably request.  The Company shall not file any document
          under the Exchange Act before the termination of the offering of
          the Securities by the Underwriters if such document would be
          deemed to be incorporated by reference into any Preliminary
          Prospectus or the Final Prospectus, unless a draft thereof shall
          first have been submitted to the Representatives within a
          reasonable period of time prior to the filing thereof and the
          Representatives shall not have objected thereto in good faith.

                         (f)  Prior to any public offering of the
          Securities by the Underwriters, the Company will cooperate with
          the Representatives and counsel to the Underwriters in connection
          with the registration or qualification of the Securities for
          offer and sale under the securities or Blue Sky laws of such
          jurisdictions as the Representatives may request; provided, that
          in no event shall the Company be obligated to qualify to do
          business in any jurisdiction where it is not now so qualified or
          to take any action which would subject it to general service of
          process in any jurisdiction where it is not now so subject.

                         (g)  During the period of five years commencing on
          the Effective Date, the Company will furnish to the
          Representatives and each other Underwriter who may so request
          copies of such financial statements and other periodic and
          special reports as the Company may from time to time distribute
          generally to the holders of any class of its capital stock, and
          will furnish to the Representatives and each other Underwriter
          who may so request a copy of each annual or other report it shall
          be required to file with the Commission.

                         (h)  The Company will make generally available to
          holders of its securities as soon as may be practicable but in no
          event later than the last day of the fifteenth full calendar
          month following the calendar quarter in which the Execution Date
          falls, an earning statement (which need not be audited but shall
          be in reasonable detail) for a period of 12 months ended
          commencing after the effective date, within the meaning of and
          satisfying the provisions of Section 11(a) of the Act (including
          Rule 158 of the Rules and Regulations).

                         (i)  Whether or not the transactions contemplated
          by this Agreement are consummated or this Agreement is
          terminated, the Company will pay, or reimburse if paid by the
          Representatives, all costs and expenses incident to the
          performance of the obligations of the Company under this
          Agreement, including but not limited to costs and expenses of or
          relating to (1) the preparation, printing and filing of the
          Registration Statement and exhibits thereto, the Basic Prospectus
          any Preliminary Prospectus, the Final Prospectus and any
          amendment or supplement to the Registration Statement or the
          Final Prospectus, (2) the preparation and delivery of
          certificates representing the Securities, (3) the printing of
          this Agreement, any Agreement Among Underwriters, any Dealer
          Agreements and any Underwriters' Questionnaire, (4) furnishing
          (including costs of shipping and mailing) such copies of the
          Registration Statement, the Basic Prospectus, any Preliminary
          Prospectus and the Final Prospectus, and all amendments and
          supplements thereto, as may be requested for use in connection
          with the offering and sale of the Securities by the Underwriters
          or by dealers to whom Securities may be sold, (5) any filings
          required to be made by the Underwriters with the NASD, and the
          fees, disbursements and other charges of counsel for the
          Underwriters in connection therewith, (6) the registration or
          qualification of the Securities for offer and sale under the
          securities or Blue Sky laws of such jurisdictions designated
          pursuant to Section 4(f), including the fees, disbursements and
          other charges of counsel to the Underwriters in connection
          therewith, and the preparation and printing of preliminary,
          supplemental and final Blue Sky memoranda, (7) counsel to the
          Company, (8) the transfer agent and registrar for the Securities
          (9) the rating of the Securities by one or more rating agencies
          and (10) the Trustee and any agent of the Trustee and the fees,
          disbursements and other charges of counsel for the Trustee in
          connection with the Indenture and the Securities.  The Company
          will also pay the expenses in connection with the procurement by
          the Representatives of immediately available funds for the
          purchase of the Securities as contemplated by Section 2 hereof,
          which expenses shall be calculated by reference to the rate on
          overnight Federal funds transactions with members of the Federal
          Reserve System arranged on the day next preceding the Closing
          Date, such rate to be agreed upon by the Company and the
          Representatives.

                         (j)  If this Agreement shall be terminated by the
          Company pursuant to any of the provisions hereof (other than
          pursuant to Section 8) or if for any reason the Company shall be
          unable to perform its obligations hereunder, the Company will
          reimburse the several Underwriters for all out-of-pocket expenses
          (including the fees, disbursements and other charges of counsel
          to the Underwriters) reasonably incurred by them in connection
          herewith.

                         (k)  The Company will not at any time, directly or
          indirectly, take any action intended, or which might reasonably
          be expected, to cause or result in, or which will constitute
          stabilization of the price of the Securities to facilitate the
          sale or resale of any of the Securities.

                         (l)  The Company will apply the net proceeds from
          the offering and sale of the Securities in the manner set forth
          in the Final Prospectus under "Use of Proceeds".

                         (m) Until sixty (60) days from the Execution Date,
          the Company will not, without the consent of the Representatives,
          offer, sell or contract to sell, or otherwise dispose of, by
          public offering, or announce the public offering of, any other
          debt securities of the Company other than the Securities.

                    5.   Conditions of Obligations of the Underwriters. In
          addition to the execution and delivery of the Price Determination
          Agreement, the obligations of each Underwriter hereunder are
          subject to the following conditions:

                         (a)  (i) No stop order suspending the
          effectiveness of the Registration Statement shall have been
          issued and no proceedings for that purpose shall be pending or
          threatened by the Commission, (ii) no order suspending the
          effectiveness of the Registration Statement or the qualification
          or registration of the Securities under the securities or Blue
          Sky laws of any jurisdiction shall be in effect and no proceeding
          for such purpose shall be pending before or threatened or
          contemplated by the Commission or the authorities of any such
          jurisdiction, (iii) any request for additional information on the
          part of the staff of the Commission or any such authorities with
          respect to the offering of the Securities shall have been
          complied with to the satisfaction of the staff of the Commission
          or such authorities and (iv) after the Execution Date no
          amendment or supplement to the Registration Statement or the
          Final Prospectus shall have been filed unless a copy thereof was
          first submitted to the Representatives and the Representatives
          did not object thereto in good faith, and the Representatives
          shall have received certificates, dated the Closing Date and
          signed on behalf of the Company by the Chief Executive Officer or
          the Chairman of the Board of Directors of the Company and the
          Chief Financial Officer of the Company (who may, as to
          proceedings threatened, rely upon the best of their information
          and belief), to the effect of clauses (i), (ii) and (iii).

                         (b)  Since the respective dates as of which
          information is given in the Registration Statement and the Final
          Prospectus (i) there shall not have been a material adverse
          change in the general affairs, business, business prospects,
          properties, management, condition (financial or otherwise) or
          results of operations of the Company and its subsidiaries, taken
          as a whole, whether or not arising from transactions in the
          ordinary course of business, in each case other than as set forth
          in or contemplated by the Registration Statement and the Final
          Prospectus and (ii) neither the Company nor any of the
          Subsidiaries shall have sustained any loss or interference with
          its business or properties from fire, explosion, flood or other
          casualty, whether or not covered by insurance, or from any labor
          dispute or any court or legislative or other governmental action,
          order or decree, which is not set forth in the Registration
          Statement and the Final Prospectus, and which in each case in
          clause (ii) is material to the Company and its subsidiaries,
          taken as a whole, if in the judgment of the Representatives any
          such development makes it impracticable or inadvisable to
          consummate the sale and delivery of the Securities by the
          Underwriters in accordance with the terms hereof and thereof.

                         (c)  Since the respective dates as of which
          information is given in the Registration Statement and the Final
          Prospectus, there shall have been no litigation or other
          proceeding instituted against the Company or any of the
          Subsidiaries or any of their respective officers or directors in
          their capacities as such, before or by any federal, state or
          local court, commission, regulatory body, administrative agency
          or other governmental body, domestic or foreign, in which
          litigation or proceeding an unfavorable ruling, decision or
          finding would materially and adversely affect the business,
          properties, business prospects, condition (financial or
          otherwise) or results of operations of the Company and its
          subsidiaries, taken as a whole.

                         (d)  Each of the representations and warranties of
          the Company contained herein shall be true and correct in all
          material respects at the Closing Date and all covenants and
          agreements herein contained to be performed on the part of the
          Company and all conditions herein contained to be fulfilled or
          complied with by the Company at or prior to the Closing Date
          shall have been duly performed, fulfilled or complied with.

                         (e)  On the Closing Date, the Representatives
          shall have received an opinion, dated the Closing Date, and
          satisfactory in form and substance to counsel for the
          Underwriters, from Harvey P. Perry, Esq., General Counsel of the
          Company, and from Jones, Walker, Waechter, Poitevent, Carrere &
          Denegre, L.L.P. and special counsel to the Company, to the effect
          set forth in Exhibit B and Exhibit C hereto, respectively.

                         (f)  On the Closing Date, the Representatives
          shall have received an opinion, dated the Closing Date, from
          Winthrop, Stimson, Putnam & Roberts, counsel to the Underwriters,
          with respect to the Registration Statement, the Final Prospectus
          and this Agreement, which opinion shall be satisfactory in all
          respects to the Representatives.  In giving such opinion, such
          counsel may rely, as to all matters governed by the laws of the
          State of Louisiana, upon the opinion of Jones, Walker, Waechter,
          Poitevent, Carrere & Denegre, L.L.P.  Such counsel may also state
          that, insofar as such opinion involves factual matters, they have
          relied, to the extent they deem proper, upon certificates of
          officers of the Company and its subsidiaries, and certificates of
          public officials.

                         (g)  Concurrently with the execution and delivery
          of this Agreement, Peat Marwick and Coopers & Lybrand shall have
          furnished to the Representatives letters, dated the date of this
          Agreement, addressed to the Representatives and in form and
          substance satisfactory to the Representatives, confirming that
          they are or were, as the case may be, independent accountants
          with respect to the Company and Celutel, Inc., respectively, as
          required by the Act and the Rules and Regulations and with
          respect to the financial and other statistical and numerical
          information contained or incorporated by reference in the
          Registration Statement.  At the Closing Date, Peat Marwick shall
          have furnished to the Representatives a letter, dated the date of
          the Closing Date, which shall confirm, on the basis of a review
          in accordance with the procedures set forth in the letter from
          Peat Marwick, that nothing has come to their attention during the
          period from the date of their letter referred to in the prior
          sentence to a date (specified in the letter) not more than five
          days prior to the Closing Date which would require any change in
          their letter dated the Execution Date if it were required to be
          dated and delivered at the Closing Date.

                         (h)  Concurrently with the execution and delivery
          of this Agreement and at the Closing Date, there shall be
          furnished to the Representatives an accurate certificate, dated
          the date of its delivery, signed on behalf of the Company by each
          of the Chief Executive Officer and the Chief Financial Officer of
          the Company, in form and substance satisfactory to the
          Representatives, to the effect that:

                         (i)  Each signer of such certificate has carefully
               examined the Registration Statement and the Final Prospectus
               and (A) as of the date of such certificate, (i) the
               Registration Statement is true and correct in all material
               respects and does not omit to state a material fact required
               to be stated therein or necessary in order to make the
               statements therein not untrue or misleading and (ii) the
               Final Prospectus is true and correct in all material
               respects and does not omit to state a material fact
               necessary in order to make the statements therein, in the
               light of the circumstances under which they were made, not
               untrue or misleading (it being understood that to the extent
               a statement in the Final Prospectus, including any documents
               deemed to be incorporated by reference therein, refers to
               and speaks as of a specific date, each signer of such
               certificate only represents with respect to such statement
               that it was true and correct in all material respects as of
               such date) and (B) in the case of the certificate delivered
               at the Closing Date, since the Execution Date, no event has
               occurred as a result of which it is necessary to supplement
               the Final Prospectus in order to make the statements
               therein, in light of the circumstances under which they were
               made, not untrue or misleading in any material respect and
               there has been no document required to be filed under the
               Exchange Act and the Exchange Act Rules and Regulations that
               upon such filing would be deemed to be incorporated by
               reference into the Final Prospectus that has not been so
               filed.

                        (ii)  Each of the representations and warranties of
               the Company contained in this Agreement were, when
               originally made, and are, at the time such certificate is
               delivered, true and correct in all material respects.

                       (iii)  Each of the covenants required herein to be
               performed by the Company on or prior to the delivery of such
               certificate has been duly, timely and fully performed and
               each condition herein required to be complied with by the
               Company on or prior to the date of such certificate has been
               duly, timely and fully complied with.

                         (i)  The Securities shall be qualified for sale in
          such states as the Representatives may reasonably request, each
          such qualification shall be in effect and not subject to any stop
          order or other proceeding on the Closing Date.

                         (j)  The Company shall have furnished to the
          Representatives such certificates, in addition to those
          specifically mentioned herein, as the Representatives may have
          reasonably requested as to the accuracy and completeness at the
          Closing Date of any statement in the Registration Statement or
          the Final Prospectus or any documents filed under the Exchange
          Act and deemed to be incorporated by reference into the Final
          Prospectus, as to the accuracy at the Closing Date, of the
          representations and warranties of the Company herein, as to the
          performance by the Company of its obligations hereunder, or as to
          the fulfillment of the conditions concurrent and precedent to the
          obligations hereunder of the Representatives.

                    6.   Indemnification.

                         (a)  The Company will indemnify and hold harmless
          each Underwriter, the directors, officers, employees and agents
          of each Underwriter and each person, if any, who controls each
          Underwriter within the meaning of Section 15 of the Act or
          Section 20 of the Exchange Act from and against any and all
          losses, claims, liabilities, expenses and damages (including any
          and all investigative, legal and other expenses reasonably
          incurred in connection with, and any amount paid in settlement
          of, any action, suit or proceeding or any claim asserted), to
          which they, or any of them, may become subject under the Exchange
          Act or other federal or state statutory law or regulation, at
          common law or otherwise, insofar as such losses, claims,
          liabilities, expenses or damages arise out of or are based on any
          untrue statement or alleged untrue statement of a material fact
          contained in the Registration Statement, the Basic Prospectus,
          any Preliminary Prospectus or the Final Prospectus or any
          amendment or supplement thereto or in any documents filed under
          the Exchange Act and deemed to be incorporated by reference into
          the Final Prospectus, or the omission or alleged omission to
          state in (i) the Registration Statement, any amendment or
          supplement thereto a material fact required to be stated in it or
          necessary to make the statements in it not misleading or (ii) the
          Basic Prospectus, any Preliminary Prospectus or the Final
          Prospectus a material fact necessary in order to make the
          statements therein, in the light of the circumstances under which
          they were made, not misleading, provided that the Company will
          not be liable to the extent that such loss, claim, liability,
          expense or damage arises from the sale of the Securities in the
          public offering to any person by an Underwriter and is based on
          an untrue statement or omission or alleged untrue statement or
          omission made in reliance on and in conformity with information
          relating to any Underwriter furnished in writing to the Company
          by the Representatives on behalf of any Underwriter expressly for
          inclusion in the Registration Statement, the Basic Prospectus,
          any Preliminary Prospectus or the Final Prospectus and provided
          further, that the Company shall not be liable in any such case
          under the indemnity agreement in this Section 6(a) with respect
          to any Preliminary Prospectus or Final Prospectus, to the extent
          that any such loss, claim, liability, expense or damage results
          from the fact that the Underwriter sold Securities to a person to
          whom there was not sent or given, at or prior to the written
          confirmation of such sale, a copy of the Final Prospectus or of
          the Final Prospectus as then amended or supplemented in any case
          where such delivery is required by the Act if the Company has
          previously furnished copies thereof to the Underwriter and the
          loss, claim, liability, expense or damage of the Underwriter, the
          directors, officers, employees or agents of the Underwriter or
          any person who controls the Underwriter results from an untrue
          statement, alleged untrue statement, omission or alleged omission
          of a material fact contained in the Preliminary Prospectus which
          was corrected in the Final Prospectus (or the Final Prospectus as
          amended or supplemented).  This indemnity agreement is in
          addition to any liability that the Company might otherwise have.

                         (b)  Each Underwriter will indemnify and hold
          harmless the Company and its officers, employees and agents and
          each person, if any, who controls the Company within the meaning
          of Section 15 of the Act or Section 20 of the Exchange Act, each
          director of the Company and each officer of the Company who signs
          the Registration Statement to the same extent as the foregoing
          indemnity from the Company to each Underwriter, but only insofar
          as losses, claims, liabilities, expenses or damages arise out of
          or are based on any untrue statement or omission or alleged
          untrue statement or omission made in reliance on and in
          conformity with information relating to such Underwriter
          furnished in writing to the Company by the Representatives on
          behalf of such Underwriter expressly for use in the Registration
          Statement, the Basic Prospectus, any Preliminary Prospectus or
          the Final Prospectus.  This indemnity is in addition to any
          liability that each Underwriter might otherwise have.

                         (c)  Any party that proposes to assert the right
          to be indemnified under this Section 6 will, promptly after
          receipt of notice of commencement of any action against such
          party in respect of which a claim is to be made against an
          indemnifying party or parties under this Section 6, notify each
          such indemnifying party of the commencement of such action,
          enclosing a copy of all papers served, but the omission so to
          notify such indemnifying party will not relieve it from any
          liability that it may have to any indemnified party under the
          foregoing provisions of this Section 6 unless, and only to the
          extent that, such omission results in the forfeiture of
          substantive rights or defenses by the indemnifying party.  If any
          such action is brought against any indemnified party and it
          notifies the indemnifying party of its commencement, the
          indemnifying party will be entitled to participate in and, to the
          extent that it elects by delivering written notice to the
          indemnified party promptly after receiving notice of the
          commencement of the action from the indemnified party, jointly
          with any other indemnifying party similarly notified, to assume
          the defense of the action, with counsel satisfactory to the
          indemnified party, and after notice from the indemnifying party
          to the indemnified party of its election to assume the defense,
          the indemnifying party will not be liable to the indemnified
          party for any legal or other expenses except as provided below
          and except for the reasonable costs of investigation subsequently
          incurred by the indemnified party in connection with the defense.
          The indemnified party will have the right to employ its own
          counsel in any such action, but the fees, expenses and other
          charges of such counsel will be at the expense of such
          indemnified party unless (1) the employment of counsel by the
          indemnified party has been authorized in writing by the
          indemnifying party, (2) the indemnified party has reasonably
          concluded (based on advice of counsel) that there may be legal
          defenses available to it or other indemnified parties that are
          different from or in addition to those available to the
          indemnifying party, (3) a conflict or potential conflict exists
          (based on advice of counsel to the indemnified party) between the
          indemnified party and the indemnifying party (in which case the
          indemnifying party will not have the right to direct the defense
          of such action on behalf of the indemnified party) or (4) the
          indemnifying party has not in fact employed counsel to assume the
          defense of such action within a reasonable time after receiving
          notice of the commencement of the action, in each of which cases
          the reasonable fees, disbursements and other charges of counsel
          will be at the expense of the indemnifying party or parties.  It
          is understood that the indemnifying party or parties shall not,
          in connection with any proceeding or related proceedings in the
          same jurisdiction, be liable for the reasonable fees,
          disbursements and other charges of more than one separate firm
          (plus any local counsel retained by you in your reasonable
          judgment) admitted to practice in such jurisdiction at any one
          time for all such indemnified party or parties. All such fees,
          disbursements and other charges will be reimbursed by the
          indemnifying party promptly as they are incurred.  An
          indemnifying party will not be liable for any settlement of any
          action or claim effected without its written consent (which
          consent will not be unreasonably withheld).

                         (d)  In order to provide for just and equitable
          contribution in circumstances in which the indemnification
          provided for in the foregoing paragraphs of this Section 6 is
          applicable in accordance with its terms but for any reason is
          held to be unavailable from the Company or the Underwriters, the
          Company and the Underwriters will contribute to the total losses,
          claims, liabilities, expenses and damages (including any
          investigative, legal and other expenses reasonably incurred in
          connection with, and any amount paid in settlement of, any
          action, suit or proceeding or any claim asserted, but after
          deducting any contribution received by the Company from persons
          other than the Underwriters, such as persons who control the
          Company within the meaning of the Act, officers of the Company
          who signed the Registration Statement and directors of the
          Company, who also may be liable for contribution) to which the
          Company and any one or more of the Underwriters may be subject in
          such proportion as shall be appropriate to reflect the relative
          benefits received by the Company on the one hand and the
          Underwriters on the other.  The relative benefits received by the
          Company on the one hand and the Underwriters on the other shall
          be deemed to be in the same proportion as the total net proceeds
          from the offering (before deducting expenses) received by the
          Company bear to the total underwriting discounts and commissions
          received by the Underwriters, in each case as set forth in the
          table on the cover page of the Final Prospectus.  If, but only
          if, the allocation provided by the foregoing sentence is not
          permitted by applicable law, the allocation of contribution shall
          be made in such proportion as is appropriate to reflect not only
          the relative benefits referred to in the foregoing sentence but
          also the relative fault of the Company, on the one hand, and the
          Underwriters, on the other, with respect to the statements or
          omissions which resulted in such loss, claim, liability, expense
          or damage, or action in respect thereof, as well as any other
          relevant equitable considerations with respect to such offering.
          Such relative fault shall be determined by reference to whether
          the untrue or alleged untrue statement of a material fact or
          omission or alleged omission to state a material fact relates to
          information supplied by the Company or the Representatives on
          behalf of the Underwriters, the intent of the parties and their
          relative knowledge, access to information and opportunity to
          correct or prevent such statement or omission.  The Company and
          the Underwriters agree that it would not be just and equitable if
          contributions pursuant to this Section 6(d) were to be determined
          by pro rata allocation (even if the Underwriters were treated as
          one entity for such purpose) or by any other method of allocation
          which does not take into account the equitable considerations
          referred to herein.  The amount paid or payable by an indemnified
          party as a result of the loss, claim, liability, expense or
          damage, or action in respect thereof, referred to above in this
          Section 6(d) shall be deemed to include, for purpose of this
          Section 6(d), any legal or other expenses reasonably incurred by
          such indemnified party in connection with investigating or
          defending any such action or claim.  Notwithstanding the
          provisions of this Section 6(d), no Underwriter shall be required
          to contribute any amount in excess of the underwriting discounts
          received by it, and no person found guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the
          Act) will be entitled to contribution from any person who was not
          guilty of such fraudulent misrepresentation.  The Underwriters'
          obligations to contribute as provided in this Section 6(d) are
          several in proportion to their respective underwriting
          obligations and not joint.  For purposes of this Section 6(d),
          any person who controls a party to this Agreement within the
          meaning of the Act will have the same rights to contribution as
          that party, and each officer of the Company who signed the
          Registration Statement will have the same rights to contribution
          as the Company, subject in each case to the provisions hereof.
          Any party entitled to contribution, promptly after receipt of
          notice of commencement of any action against such party in
          respect of which a claim for contribution may be made under this
          Section 6(d), will notify any such party or parties from whom
          contribution may be sought, but the omission so to notify will
          not relieve the party or parties from whom contribution may be
          sought from any other obligation it or they may have under this
          Section 6(d).  No party will be liable for contribution with
          respect to any action or claim settled without its written
          consent (which consent will not be unreasonably withheld).

                         (e)  The indemnity and contribution agreements
          contained in this Section 6 and the representations and
          warranties of the Company contained in this Agreement shall
          remain operative and in full force and effect regardless of (i)
          any investigation made by or on behalf of the Underwriters, (ii)
          acceptance of any of the Securities and payment therefor or (iii)
          any termination of this Agreement.

                    7.  Termination.  The obligations of the several
          Underwriters under this Agreement may be terminated at any time
          on or prior to the Closing Date by notice to the Company from the
          Representatives, without liability on the part of any Underwriter
          to the Company, if, prior to delivery and payment for the
          Securities, in the sole judgment of the Representatives, (i)
          trading in securities generally on the New York Stock Exchange
          shall have been suspended or limited or minimum or maximum prices
          shall have been generally established on such exchange, or
          additional material governmental restrictions, not in force on
          the date of this Agreement, shall have been imposed upon trading
          in securities generally by such exchange or by order of the
          Commission or any court or other governmental authority, (ii) a
          general banking moratorium shall have been declared by either
          federal or New York State authorities or (iii) any material
          adverse change in the financial or securities markets in the
          United States or in political, financial or economic conditions
          in the United States or any outbreak or material escalation of
          hostilities or declaration by the United States of a national
          emergency or war or other calamity or crisis shall have occurred
          the effect of any of which is such as to make it, in the sole
          judgment of the Representatives, impracticable or inadvisable to
          market the Securities on the terms and in the manner contemplated
          by the Final Prospectus.

                    8.  Substitution of Underwriters.  If any one or more
          of the Underwriters shall fail or refuse to purchase any of the
          Securities which it or they have agreed to purchase hereunder,
          and the aggregate principal amount of Securities which such
          defaulting Underwriter or Underwriters agreed but failed or
          refused to purchase is not more than one-tenth of the aggregate
          principal amount of Securities, the other Underwriters shall be
          obligated, severally, to purchase the Securities which such
          defaulting Underwriter or Underwriters agreed but failed or
          refused to purchase, in the proportions which the principal
          amount of Securities which they have respectively agreed to
          purchase pursuant to Section 1 bears to the aggregate principal
          amount of Securities which all such non-defaulting Underwriters
          have so agreed to purchase, or in such other proportions as the
          Representatives may specify; provided that in no event shall the
          maximum principal amount of Securities which any Underwriter has
          become obligated to purchase pursuant to Section 1 be increased
          pursuant to this Section 8 by more than one-ninth of the
          principal amount of Securities agreed to be purchased by such
          Underwriter without the prior written consent of such
          Underwriter.  If any Underwriter or Underwriters shall fail or
          refuse to purchase any Securities and the aggregate principal
          amount of Securities which such defaulting Underwriter or
          Underwriters agreed but failed or refused to purchase exceeds
          one-tenth of the aggregate principal amount of the Securities and
          arrangements satisfactory to the Representatives and the Company
          for the purchase of such Securities are not made within 48 hours
          after such default, this Agreement will terminate without
          liability on the part of any non-defaulting Underwriter or the
          Company for the purchase or sale of any Securities under this
          Agreement.  In any such case either the Representatives or the
          Company shall have the right to postpone the Closing Date, but in
          no event for longer than seven days, in order that the required
          changes, if any, in the Registration Statement and in the Final
          Prospectus or in any other documents or arrangements may be
          effected.  Any action taken pursuant to this Section 8 shall not
          relieve any defaulting Underwriter from liability in respect of
          any default of such Underwriter under this Agreement.

                    9.  Miscellaneous. Notice given pursuant to any of the
          provisions of this Agreement shall be in writing and, unless
          otherwise specified, shall be mailed or delivered (a) if to the
          Company, at the office of the Company, 100 Century Park Drive,
          Monroe, Louisiana 71203, Attention:  Harvey P. Perry, Senior Vice
          President, General Counsel and Secretary or (b) if to the
          Underwriters, to the Representatives at the offices of
          ______________________________________.  Any such notice shall be
          effective only upon receipt.  Any notice under Section 7 or 8 may
          be made by telex or telephone, but if so made shall be
          subsequently confirmed in writing.

                    This Agreement has been and is made solely for the
          benefit of the several Underwriters and the Company and of the
          controlling persons, directors and officers referred to in
          Section 6, and their respective successors and assigns, and no
          other person shall acquire or have any right under or by virtue
          of this Agreement.  The term "successors and assigns" as used in
          this Agreement shall not include a purchaser, as such purchaser,
          of Securities from any of the several Underwriters.

                    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                    This Agreement may be signed in two or more
          counterparts with the same effect as if the signatures thereto
          and hereto were upon the same instrument.

                    In case any provision in this Agreement shall be
          invalid, illegal or unenforceable, the validity, legality and
          enforceability of the remaining provisions shall not in any way
          be affected or impaired thereby.

                    The Company and the Underwriters each hereby
          irrevocably waive any right they may have to trial by jury in
          respect of any claim based upon or arising out of this Agreement
          or the transactions contemplated hereby.
          
                    Please confirm that the foregoing correctly sets forth
          the agreement between the Company and the several Underwriters.

                                        Very truly yours,

                                        CENTURY TELEPHONE ENTERPRISES, INC.



                                        By:______________________________
                                           Name:
                                           Title:


          Confirmed as of the date first
          above mentioned:

          [names]
          Acting on behalf of themselves
          and as the Representatives
          of the other several Underwriters
          named in Schedule I hereof.


          [name]


          By:________________________
             Name:
             Title:


          [name]


          By:________________________
             Name:
             Title:
          
<PAGE>
                                      SCHEDULE I

                                     UNDERWRITERS




                                              Principal Amount
                                              of Securities
          Name                                To Be Purchased
          ____                                _________________

                                             $

          




         


                                              ____________

          Total                               $

         
<PAGE>
                                     SCHEDULE II

                                     SUBSIDIARIES



          Name

          Central Louisiana Telephone Company, Inc.

          Evangeline Telephone Company

          Century Telephone of Arkansas, Inc.

          Mountain Home Telephone Co., Inc.

          Century Telephone of Wisconsin, Inc.

          Century Telephone Midwest, Inc.

          Century Telephone of Michigan, Inc.

          Century Cellunet of Southern Michigan, Inc.

          Century Cellunet, Inc.

          Century Investments, Inc.

          Century Telephone of San Marcos, Inc.

          Century Telephone of Ohio, Inc.
        
<PAGE>
                                                                  EXHIBIT A

                         CENTURY TELEPHONE ENTERPRISES, INC.
                            _____________________________



                            PRICE DETERMINATION AGREEMENT
                            _____________________________


                                                         _________ __, 1994




          [name]
            As Representatives of
            the several Underwriters
          [address]

          Dear Ladies and Gentlemen:

                    Reference is made to the Underwriting Agreement, dated
          __________ __,1994 (the "Underwriting Agreement"), among Century
          Telephone Enterprises, Inc., a Louisiana corporation (the
          "Company") and the several Underwriters named in Schedule I
          thereto or hereto (the "Underwriters"), for whom [name] are
          acting as representatives (the "Representatives").  The
          Underwriting Agreement provides for the purchase by the
          Underwriters from the Company, subject to the terms and
          conditions set forth therein, of an aggregate of $_____________
          principal amount of the Company's ___% Senior Debt Securities due
          ____ (the "Securities") to be issued pursuant to an Indenture
          dated as of March __, 1994  between the Company and First
          American Bank & Trust of Louisiana, as Trustee. This Agreement is
          the Price Determination Agreement referred to in the Underwriting
          Agreement.

                    Pursuant to Section 1 of the Underwriting Agreement,
          the undersigned agree with the Representatives that the purchase
          price for the Securities to be paid by each of the several
          Underwriters shall be ___% of the aggregate principal amount of
          the Securities set forth opposite the name of such Underwriter in
          Schedule I attached hereto.

                    The Company represents and warrants to each of the
          Underwriters that the representations and warranties of the
          Company set forth in Section 3 of the Underwriting Agreement are
          accurate in all material respects as though expressly made at and
          as of the date hereof.

                    As contemplated by the Underwriting Agreement, attached
          as Schedule I is a completed list of the several Underwriters,
          which shall be a part of this Agreement and the Underwriting
          Agreement.

                    THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE
          STATE OF NEW YORK.

                    If the foregoing is in accordance with your
          understanding of the agreement among the Underwriters and the
          Company, please sign and return to the Company a counterpart
          hereof, whereupon this instrument along with all counterparts and
          together with the Underwriting Agreement shall be a binding
          agreement among the Underwriters and the Company in accordance
          with its terms and the terms of the Underwriting Agreement.


                                        Very truly yours,


                                        CENTURY TELEPHONE ENTERPRISES, INC.


                                        By:_____________________________
                                           Name:
                                           Title:
          
          Confirmed as of the date
          first above mentioned:


          [name]
          Acting on behalf of themselves
          and as the Representatives
          of the other several Underwriters
          named in Schedule I hereof.


          [name]



          By:____________________
             Name:
             Title:


          [name]



          By:____________________
             Name:
             Title:
          
<PAGE>
                                                                  EXHIBIT B



                                  Form of Opinion of
                                Harvey P. Perry, Esq.


                    1.   The Company and each of the Subsidiaries is a
          corporation duly organized, validly existing and in good standing
          under the laws of its jurisdiction of incorporation, is duly
          licensed or qualified to do business and in good standing as a
          foreign corporation in all jurisdictions in which the nature of
          the activities conducted by it or the character of the assets
          owned or leased by it makes such license or qualification
          necessary, except where the failure to be so licensed or
          qualified would not have a material adverse effect on the Company
          and its subsidiaries, taken as a whole.

                    2.   The Company and each of the Subsidiaries has full
          corporate power and authority to own or lease all the assets
          owned or leased by it and, to the best of my knowledge, has all
          necessary and material authorizations, approvals, orders,
          licenses, certificates, franchises, and permits of and from all
          governmental regulatory officials and bodies to own its
          properties and to lawfully conduct its business as described in
          the Registration Statement and the Final Prospectus.

                    3.   The Company or one of its wholly owned
          subsidiaries is the sole record and beneficial owner of all of
          the issued common stock of each of the Subsidiaries.

                    4.   The execution, delivery and performance by the
          Company of the Underwriting Agreement, the Indenture and the
          Securities and the consummation by the Company of the
          transactions therein contemplated will not result in the creation
          or imposition of any lien, charge or encumbrance upon any of the
          assets of the Company or any of the Subsidiaries pursuant to the
          terms or provisions of, or, except as disclosed in the
          Registration Statement or the Final Prospectus, result in a
          breach or violation of any of the terms or provisions of, or
          constitute a default under, or give any other party a right to
          terminate any of its obligations under, or result in the
          acceleration of any obligation under, the articles of
          incorporation or by-laws (or comparable instruments) of the
          Company or any of the Subsidiaries, or, to the best of my
          knowledge, any indenture, mortgage, deed of trust, voting trust
          agreement, loan agreement, bond, debenture, note agreement or
          other evidence of indebtedness, lease, contract or other
          agreement or instrument known to me to which the Company or any
          of the Subsidiaries is a party or by which any of the Company or
          any of the Subsidiaries or any of their respective properties is
          or are bound or affected, or to the best of my knowledge, violate
          or conflict with any franchise or any judgment, ruling, decree,
          order, statute, rule or regulation of any court or other
          governmental agency or body known to me and applicable to the
          business or properties of the Company or any of the Subsidiaries.

                    5.   Except as set forth in the Registration Statement
          and the Final Prospectus, to the best of my knowledge, there are
          no actions, suits or proceedings pending or threatened against
          the Company or any of its subsidiaries (as defined in the
          Underwriting Agreement) or any of their respective officers, in
          their capacity as such, before or by any federal or state court,
          commission, regulatory body, administrative agency or other
          governmental body, domestic or foreign, which in my opinion is
          likely to materially and adversely affect the business,
          properties, business prospects, condition (financial or
          otherwise) or results of operations of the Company and its
          subsidiaries, taken as a whole, as they exist on the date hereof.

                    I have participated in the preparation of the
          Registration Statement and the Final Prospectus.  Although I have
          not verified and am not opining upon or assuming any
          responsibility for the accuracy or completeness of the
          information contained in the Registration Statement and the Final
          Prospectus, on the basis of my participation in the preparation
          of the Registration Statement and the Final Prospectus and my
          discussions with certain officers and employees of the Company,
          certain of its legal counsel, its independent public accountants
          and your representatives and counsel, nothing has come to my
          attention which would lead me to believe that, both as of the
          Effective Date and as of the date of this opinion, the
          Registration Statement, contained or contains any untrue
          statement of a material fact or omitted or omits to state a
          material fact required to be stated therein or necessary to make
          the statements therein not misleading or that the Final
          Prospectus or any supplement thereto including any documents
          deemed to be incorporated by reference into the Final Prospectus,
          at the time the Final Prospectus or any supplement thereto was
          first filed with the Commission pursuant to Rule 424(b) and as of
          the date of this opinion, contained or contains any untrue
          statement of a material fact or omitted or omits to state a
          material fact necessary in order to make the statements therein,
          in the light of the circumstances in which they were made, not
          misleading (except that I express no opinion with respect to
          financial statements, schedules and other financial or
          statistical data included in the Registration Statement or the
          Final Prospectus (or incorporated by reference therein) or the
          Statement of Eligibility under the Trust Indenture Act of the
          Trustee on Form T-1).
          
<PAGE>
                                                                  EXHIBIT C



                                  Form of Opinion of
                                Counsel to the Company


                    1.   The Company and each of the Subsidiaries is a
          corporation duly incorporated, validly existing and in good
          standing under the laws of the jurisdiction of its incorporation.

                    2.   The Securities have been duly and validly
          authorized and constitute valid and binding obligations of the
          Company, enforceable against the Company in accordance with their
          terms and are entitled to the benefits provided by the Indenture,
          except (i) that the enforcement thereof may be subject to
          bankruptcy, insolvency, reorganization, fraudulent conveyance,
          moratorium or other similar laws, now or hereafter in effect,
          relating to creditors' rights generally and (ii) that the remedy
          of specific performance and injunctive and other forms of
          equitable relief may be subject to equitable defenses and to the
          discretion of the court before which any proceeding therefor may
          be brought.

                    3.   (i) On the Effective Date, the Registration
          Statement did and, when the Final Prospectus was filed with the
          Commission pursuant to Rule 424(b), the Final Prospectus (and any
          supplement thereto), including any documents deemed to be
          incorporated by reference into the Final Prospectus, at the time
          they were filed, complied in all material respects as to form
          with the requirements of the Act, the Rules and Regulations, the
          Exchange Act, the Exchange Act Rules and Regulations, the Trust
          Indenture Act and the Trust Indenture Act Rules and Regulations
          and (ii) the Indenture complies in all material respects as to
          form with the Trust Indenture Act and the Trust Indenture Act
          Rules and Regulations (except that we express no opinion as to
          (a) financial statements, schedules and other financial and
          statistical data contained in the Registration Statement or the
          Final Prospectus (or incorporated by reference therein) and (b)
          the Statement of Eligibility under the Trust Indenture Act of the
          Trustee on Form T-1 (the "Form T-1")).

                    4.   The Registration Statement has become effective
          under the Act and, to the best of our knowledge, no order
          suspending the effectiveness of the Registration Statement has
          been issued and no proceeding for that purpose has been
          instituted or is threatened or pending.

                    5.   No consent, approval, authorization or order of,
          or filing, registration, qualification or declaration with, any
          court or governmental agency or body is required for (i) the
          execution, delivery and performance by the Company of the
          Underwriting Agreement, the Securities or the Indenture, (ii) the
          authorization, offer, issuance, transfer, sale or delivery of the
          Securities by the Company or (iii) the consummation by the
          Company of the transactions on its part contemplated by the
          Underwriting Agreement and the Indenture, except such as may have
          been obtained under the Act, the Rules and Regulations, the Trust
          Indenture Act or the Trust Indenture Act Rules and Regulations
          and such as may be required under foreign or state securities or
          Blue Sky laws or the by-laws and rules of the National
          Association of Securities Dealers, Inc. in connection with the
          purchase and distribution of the Securities by the Underwriters.

                    6.   The description of the Securities in the
          Registration Statement and the Final Prospectus is complete and
          accurate in all material respects and, insofar as such
          description contains statements constituting a summary of the
          legal matters or documents referred to therein, such description
          fairly summarizes the information referred to therein.

                    7.   The Company has full corporate power and authority
          to enter into the Underwriting Agreement and the Indenture.  The
          Underwriting Agreement has been duly authorized, executed and
          delivered by the Company and constitutes a valid and binding
          agreement of the Company and is enforceable against the Company
          in accordance with its terms, except (i) that such enforcement
          may be subject to bankruptcy, insolvency, reorganization,
          fraudulent conveyance, moratorium or other similar laws, now or
          hereafter in effect, relating to creditors' rights generally,
          (ii) that the remedy of specific performance and injunctive and
          other forms of equitable relief may be subject to equitable
          defenses and to the discretion of the court before which any
          proceeding therefor may be brought and (iii) rights to indemnity
          and contribution hereunder may be limited by federal or state
          laws relating to securities or the policies underlying such laws.
          The Indenture has been duly authorized by the Company, executed
          and delivered by the Company and qualified under the Trust
          Indenture Act and constitutes a valid and binding agreement of
          the Company and is enforceable against the Company in accordance
          with its terms, except (i) that the enforcement may be subject to
          bankruptcy, insolvency, reorganization, moratorium or other
          similar laws, now or hereafter in effect, relating to creditors'
          rights generally and (ii) that the remedy of specific performance
          and injunctive and other forms of equitable relief may be subject
          to equitable defenses and to the discretion of the court before
          which any proceeding therefor may be brought.

                    8.   The execution, delivery and performance by the
          Company of the Underwriting Agreement, the Indenture and the
          Securities and the consummation by the Company of the
          transactions therein contemplated do not result in a breach or
          violation of any of the terms or provisions of, or constitute a
          default under, or give any other party a right to terminate any
          of its obligations under, or result in the acceleration of any
          obligation under, the articles of incorporation or by-laws (or
          comparable instruments) of the Company or any of the
          Subsidiaries, or, to the best of our knowledge, violate or
          conflict with any franchise or any judgment, ruling, decree,
          order, statute, rule or regulation of any court or other
          governmental agency or body known to us and applicable to the
          business or properties of the Company or any of the Subsidiaries,
          except where such violation or conflict would not have a material
          adverse effect on the Company or any of its subsidiaries.

                    9.   Except as set forth in the Registration Statement
          and the Final Prospectus, to the best of our knowledge, there are
          no actions, suits or proceedings pending or threatened against
          the Company or any of its subsidiaries (as defined in the
          Underwriting Agreement) or any of their respective officers in
          their capacity as such, before or by any federal or state court,
          commission, regulatory body, administrative agency or other
          governmental body, domestic or foreign, which in our opinion is
          likely to materially and adversely affect the financial condition
          or results of operations of the Company and its subsidiaries,
          taken as a whole, as they exist on the date hereof.

                    10.  The Company is not an "investment company" or an
          "affiliated person" of, or "promoter" or "principal underwriter"
          for, an "investment company," as such terms are defined in the
          Investment Company Act of 1940, as amended.

                    Other than with respect to the opinion expressed in
          paragraph 7 above, we have not ourselves verified the accuracy,
          completeness or fairness of the information included in the
          Registration Statement and the Final Prospectus.  We have
          generally reviewed and discussed such information with certain
          officers and employees of the Company, certain of its legal
          counsel, its independent public accountants and your
          representatives and counsel.  On the basis of such review and
          discussion, but without independent verification except as stated
          above, nothing has come to our attention that would lead us to
          believe that, both as of the Effective Date and as of the date of
          this opinion, the Registration Statement contained or contains
          any untrue statement of a material fact or omitted or omits to
          state a material fact required to be stated therein or necessary
          to make the statements therein not misleading or that the Final
          Prospectus or any supplement thereto including any documents
          deemed to be incorporated by reference into the Final Prospectus,
          at the time the Final Prospectus or any supplement thereto was
          first filed with the Commission pursuant to Rule 424(b) and as of
          the date of this opinion, contained or contains any untrue
          statement of a material fact or omitted or omits to state a
          material fact necessary in order to make the statements therein,
          in the light of the circumstances in which they were made, not
          misleading (except that we express no opinion with respect to
          financial statements, schedules and other financial or
          statistical data included in the Registration Statement and the
          Final Prospectus (or incorporated by reference therein) or the
          Form T-1).

                    As counsel to the Company we do not as a matter of
          course review or pass on all agreements or proceedings to which
          the Company or its subsidiaries has become a party nor have we
          done so in connection with this opinion.  Accordingly, whenever
          any statement in this letter is qualified by the phrase "to the
          best of our knowledge" or "known to us" or a phrase of similar
          import, such phrase is intended to mean the actual knowledge of
          information by the lawyers in our firm who have been principally
          involved in negotiating the subject transaction and preparing the
          pertinent documents, but does not include the information that
          might be revealed if there were to be undertaken a canvass of all
          lawyers in our firm, a general search of our files, a review of
          all of the Company's contacts or any other type of independent
          investigation.  Any certificate or representation obtained by us
          from officers of the Company with respect to such opinions has
          been relied upon by us as to factual matters without independent
          verification, but nothing has come to our attention that would
          lead us to believe that it is unreasonable for us or you to rely
          thereon.

                    In rendering the foregoing opinion, counsel may rely,
          to the extent they deem such reliance proper, on the opinions (in
          form and substance reasonably satisfactory to Underwriters'
          counsel) of other counsel reasonably acceptable to Underwriters'
          counsel as to matters governed by the laws of jurisdictions other
          than the United States and the State of Louisiana, and as to
          matters of fact, upon certificates of officers of the Company and
          of government officials; provided that such counsel shall state
          that the opinion of any other counsel is in form satisfactory to
          such counsel and, in such counsel's opinion, such counsel and the
          Representatives are justified in relying on such opinions of
          other counsel.  Copies of all such opinions and certificates
          shall be furnished to counsel to the Underwriters on the Closing
          Date.


                                                             Exhibit 4.1
                                                     to Registration Statement

             __________________________________________________________


                         CENTURY TELEPHONE ENTERPRISES, INC.

                                         AND

                       FIRST AMERICAN BANK & TRUST OF LOUISIANA

                                      AS TRUSTEE

                                _____________________

                                      INDENTURE

                            Dated as of __________________

                                 _____________________


                                      Securities

             __________________________________________________________

<PAGE>
          

                                CROSS-REFERENCE TABLE



               Section of
          Trust Indenture Act                                   Section of
          of 1939, as amended                                   Indenture


          310(a).......................................................7.09
          310(b).......................................................7.08
                                                                       7.10
          310(c)...............................................Inapplicable
          311(a)....................................................7.13(a)
          311(b)....................................................7.13(b)
          311(c)...............................................Inapplicable
          312(a).......................................................5.01
                                                                    5.02(a)
          312(b)....................................................5.02(b)
          312(c)....................................................5.02(c)
          313(a)....................................................5.04(a)
          313(b)....................................................5.04(b)
          313(c)....................................................5.04(a)
                                                                    5.04(b)
          313(d)....................................................5.04(c)
          314(a)......................................................5.03
          314(b)...............................................Inapplicable
          314(c)......................................................13.06
          314(d)...............................................Inapplicable
          314(e)......................................................13.06
          314(f)...............................................Inapplicable
          315(a)....................................................7.01(a)
                                                                       7.02
          315(b).......................................................6.07
          315(c).......................................................7.01
          315(d)....................................................7.01(b)
                                                                    7.01(c)
          315(e).......................................................6.08
          316(a).......................................................6.06
                                                                       8.04
          316(b).......................................................6.04
          316(c).......................................................8.01
          317(a).......................................................6.02
          317(b).......................................................4.04
          318(a)......................................................13.08


<PAGE>
     

                                  TABLE OF CONTENTS

                                                                    Page


                                      ARTICLE I.

                                     DEFINITIONS

     SECTION 1.01.  Terms Defined.

          Affiliate..................................................  2
          Authenticating Agent.......................................  2
          Board of Directors.........................................  2
          Board Resolution...........................................  2
          Business Day...............................................  2
          Certificate................................................  3
          Corporate Trust Office.....................................  3
          Company....................................................  3
          Default....................................................  3
          Event of Default...........................................  3
          Governmental Obligations...................................  3 
          Indenture..................................................  4
          Interest Payment Date......................................  4
          Officers' Certificate......................................  4
          Opinion of Counsel.........................................  4
          Outstanding................................................  4
          Paying Agent...............................................  4
          Person.....................................................  4
          Predecessor Security.......................................  5
          Responsible Officer........................................  5
          Security or Securities.....................................  5
          Securityholder.............................................  5
          Subsidiary.................................................  5
          Trustee....................................................  5
          Trust Indenture Act of 1939, as amended....................  6


                                     ARTICLE II.

                        ISSUE, DESCRIPTION, TERMS, EXECUTION,
                       REGISTRATION AND EXCHANGE OF SECURITIES

          SECTION 2.01...............................................  6
          SECTION 2.02...............................................  7
          SECTION 2.03...............................................  7
          SECTION 2.04...............................................  9
          SECTION 2.05............................................... 10
          SECTION 2.06............................................... 12
          SECTION 2.07............................................... 12
          SECTION 2.08............................................... 13 
          SECTION 2.09............................................... 13
          SECTION 2.10............................................... 14
          SECTION 2.11............................................... 14
          SECTION 2.12............................................... 14

                                     ARTICLE III.

                 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

          SECTION 3.01............................................... 15
          SECTION 3.02............................................... 15
          SECTION 3.03............................................... 16
          SECTION 3.04............................................... 17
          SECTION 3.05............................................... 17
          SECTION 3.06............................................... 17


                                     ARTICLE IV.

                         PARTICULAR COVENANTS OF THE COMPANY

          SECTION 4.01............................................... 18
          SECTION 4.02............................................... 18
          SECTION 4.03............................................... 18
          SECTION 4.04............................................... 20
          SECTION 4.05............................................... 20
          SECTION 4.06............................................... 21

                                      ARTICLE V.

                  SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                   AND THE TRUSTEE

          SECTION 5.01............................................... 22
          SECTION 5.02............................................... 22
          SECTION 5.03............................................... 24
          SECTION 5.04............................................... 25


                                     ARTICLE VI.

                     REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                 ON EVENT OF DEFAULT

          SECTION 6.01............................................... 26
          SECTION 6.02............................................... 29
          SECTION 6.03............................................... 31
          SECTION 6.04............................................... 31
          SECTION 6.05............................................... 32
          SECTION 6.06............................................... 32
          SECTION 6.07............................................... 33
          SECTION 6.08............................................... 34

                                     ARTICLE VII.

                                CONCERNING THE TRUSTEE

          SECTION 7.01............................................... 34
          SECTION 7.02............................................... 36
          SECTION 7.03............................................... 37
          SECTION 7.04............................................... 37
          SECTION 7.05............................................... 37
          SECTION 7.06............................................... 38
          SECTION 7.07............................................... 38
          SECTION 7.08............................................... 38
          SECTION 7.09............................................... 39
          SECTION 7.10............................................... 39
          SECTION 7.11............................................... 40
          SECTION 7.12............................................... 42
          SECTION 7.13............................................... 42


                                    ARTICLE VIII.

                            CONCERNING THE SECURITYHOLDERS

          SECTION 8.01............................................... 46
          SECTION 8.02............................................... 47
          SECTION 8.03............................................... 47
          SECTION 8.04............................................... 48
          SECTION 8.05............................................... 48


                                     ARTICLE IX.

                               SUPPLEMENTAL INDENTURES

          SECTION 9.01............................................... 49
          SECTION 9.02............................................... 50
          SECTION 9.03............................................... 51
          SECTION 9.04............................................... 51
          SECTION 9.05............................................... 51


                                      ARTICLE X.

                            CONSOLIDATION, MERGER AND SALE

          SECTION 10.01.............................................. 51
          SECTION 10.02.............................................. 52
          SECTION 10.03.............................................. 53


                                     ARTICLE XI.

                       SATISFACTION AND DISCHARGE OF INDENTURE;
                                   UNCLAIMED MONEYS

          SECTION 11.01.............................................. 53
          SECTION 11.02.............................................. 54
          SECTION 11.03.............................................. 54
          SECTION 11.04.............................................. 54
          SECTION 11.05.............................................. 55


                                     ARTICLE XII.

                  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                    AND DIRECTORS

          SECTION 12.01.............................................. 55


                                    ARTICLE XIII.

                                  SUNDRY PROVISIONS

          SECTION 13.01.............................................. 56
          SECTION 13.02.............................................. 56
          SECTION 13.03.............................................. 56
          SECTION 13.04.............................................. 56
          SECTION 13.05.............................................. 56
          SECTION 13.06.............................................. 56
          SECTION 13.07.............................................. 57
          SECTION 13.08.............................................. 57
          SECTION 13.09.............................................. 57
          SECTION 13.10.............................................. 57

          

<PAGE>
                    
                    
                    THIS INDENTURE, dated as of the _____ day of
          _____________, 1994, between CENTURY TELEPHONE ENTERPRISES, INC.,
          a corporation duly organized and existing under the laws of the
          State of Louisiana (hereinafter sometimes referred to as the
          "Company"), and FIRST AMERICAN BANK & TRUST OF LOUISIANA, a
          Louisiana banking corporation, as trustee (hereinafter sometimes
          referred to as the "Trustee"):

                    WHEREAS, for its lawful corporate purposes, the Company
          has duly authorized the execution and delivery of this Indenture
          to provide for the issuance of unsecured securities, debentures,
          notes or other evidences of indebtedness (hereinafter referred to
          as the "Securities"), in an unlimited aggregate principal amount
          to be issued from time to time in one or more series as in this
          Indenture provided as registered Securities without coupons, to
          be authenticated by the certificate of the Trustee;

                    WHEREAS, to provide the terms and conditions upon which
          the Securities are to be authenticated, issued and delivered, the
          Company has duly authorized the execution of this Indenture;

                    WHEREAS, the Securities and the certificate of
          authentication to be borne by the Securities (the "Certificate of
          Authentication") are to be substantially in such forms as may be
          approved by the Board of Directors (as defined below) or set
          forth in any indenture supplemental to this Indenture;

                    AND WHEREAS, all acts and things necessary to make the
          Securities issued pursuant hereto, when executed by the Company
          and authenticated and delivered by the Trustee as in this
          Indenture provided, the valid, binding and legal obligations of
          the Company, and to constitute these presents a valid indenture
          and agreement according to its terms, have been done and
          performed or will be done and performed prior to the issuance of
          such Securities, and the execution of this Indenture and the
          issuance hereunder of the Securities have been or will be prior
          to issuance in all respects duly authorized, and the Company, in
          the exercise of the legal right and power in it vested, executes
          this Indenture and proposes to make, execute, issue and deliver
          the Securities;

                    NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                    That in order to declare the terms and conditions upon
          which the Securities are and are to be authenticated, issued and
          delivered, and in consideration of the premises, of the purchase
          and acceptance of the Securities by the holders thereof and of
          the sum of one dollar ($1.00) to it duly paid by the Trustee at
          the execution of these presents, the receipt whereof is hereby
          acknowledged, the Company covenants and agrees with the Trustee,
          for the equal and proportionate benefit (subject to the
          provisions of this Indenture) of the respective holders from time
          to time of the Securities, without any discrimination, preference
          or priority of any one Security over any other by reason of
          priority in the time of issue, sale or negotiation thereof, or
          otherwise, except as provided herein, as follows:


                                      ARTICLE 1.

                                     DEFINITIONS

                    SECTION 01.  The terms defined in this Section (except
          as in this Indenture otherwise expressly provided or unless the
          context otherwise requires) for all purposes of this Indenture,
          any resolution of the Board of Directors of the Company and of
          any indenture supplemental hereto shall have the respective
          meanings specified in this Section.  All other terms used in this
          Indenture which are defined in the Trust Indenture Act of 1939,
          as amended, or which are by reference in such Act defined in the
          Securities Act of 1933, as amended (except as herein otherwise
          expressly provided or unless the context otherwise requires),
          shall have the meanings assigned to such terms in said Trust
          Indenture Act and in said Securities Act as in force at the date
          of the execution of this instrument.

                    "Affiliate" means any person directly or indirectly
          controlling or controlled by or under direct or indirect common
          control with the Company.  For the purposes of this definition,
          "control" when used with respect to any specified Person means
          the power to direct the management and policies of such Person,
          directly or indirectly, whether through the ownership of voting
          securities, by contract or otherwise, and the terms "controlling"
          and "controlled" have meanings correlative to the foregoing.

                    "Authenticating Agent" means an authenticating agent
          with respect to all or any of the series of Securities, as the
          case may be, appointed with respect to all or any series of the
          Securities, as the case may be, by the Trustee pursuant to
          Section 2.10.

                    "Board of Directors" shall mean the Board of Directors
          of the Company, or a properly empowered Executive or Special
          Committee of such Board.

                    "Board Resolution" shall mean a copy of a resolution
          certified by the Secretary or an Assistant Secretary of the
          Company to have been duly adopted by the Board of Directors and
          to be in full force and effect on the date of such certification.

                    "Business Day", with respect to any series of
          securities, shall mean any day other than a day on which banking
          institutions in the City of Monroe, State of Louisiana or the
          Borough of Manhattan, the City and State of New York, as the case
          may be (depending on whether an office or agency of the Company
          is being maintained in either such city with respect to any such
          series), are authorized or obligated by law or executive order to
          close.

                    "Certificate" shall mean a certificate signed by the
          principal executive officer, the principal financial officer, the
          treasurer or the principal accounting officer of the Company.
          The Certificate need not comply with the provisions of Section
          13.06(a) unless the context shall so require.

                    "Corporate Trust Office" shall mean the office of the
          Trustee at which at any particular time its corporate trust
          business shall be principally administered, which office at the
          date of the execution of this Indenture is located at First
          American Bank & Trust of Louisiana, 1807 Tower Drive, P.O. Box
          7232, Monroe, Louisiana 71201.

                    "Company" shall mean Century Telephone Enterprises,
          Inc., a corporation duly organized and existing under the laws of
          the State of Louisiana, and, subject to the provisions of Article
          Ten, shall also include its successors and assigns.

                    "Default" shall mean any event, act or condition which
          with notice or lapse of time, or both, would constitute an Event
          of Default.

                    "Event of Default" with respect to Securities of a
          particular series shall mean any event specified in Section 6.01,
          continued for the period of time, if any, therein designated.

                    "Governmental Obligations" shall mean securities that
          are (i) direct obligations of the United States of America for
          the payment of which its full faith and credit is pledged or (ii)
          obligations of a person controlled or supervised by and acting as
          an agency or instrumentality of the United States of America, the
          payment of which is unconditionally guaranteed as a full faith
          and credit obligation by the United States of America, which, in
          either case, are not callable or redeemable at the option of the
          issuer thereof, and shall also include a depositary receipt
          issued by a bank (as defined in Section 3(a)(2) of the Securities
          Act of 1933, as amended) as custodian with respect to any such
          Governmental Obligation or a specific payment of principal of or
          interest on any such Governmental Obligation held by such
          custodian for the account of the holder of such depository
          receipt; provided that (except as required by law) such custodian
          is not authorized to make any deduction from the amount payable
          to the holder of such depository receipt from any amount received
          by the custodian in respect of the Governmental Obligation or the
          specific payment of principal of or interest on the Governmental
          Obligation evidenced by such depository receipt.

                    "Indenture" shall mean this instrument as originally
          executed, or, if amended or supplemented as herein provided, as
          so amended or supplemented.

                    "Interest Payment Date" when used with respect to any
          installment of interest on a Security of a particular series
          shall mean the date specified in such Security or in a Board
          Resolution or in an indenture supplemental hereto with respect to
          such series as the fixed date on which an installment of interest
          with respect to Securities of that series is due and payable.

                    "Officers' Certificate" shall mean a certificate signed
          by the President or the Chief Financial Officer and by the
          Treasurer or an Assistant Treasurer or the Controller or an
          Assistant Controller or the Secretary or an Assistant Secretary
          of the Company.  Each such certificate shall include the
          statements provided for in Section 13.06, if and to the extent
          required by the provisions thereof.

                    "Opinion of Counsel" shall mean an opinion in writing
          signed by legal counsel, who shall be satisfactory to the Trustee
          and who may be an employee of or counsel for the Company.  Each
          such opinion shall include the statements provided for in Section
          13.06, if and to the extent required by the provisions thereof.

                    "Outstanding", when used with reference to Securities
          of any series, shall, subject to the provisions of Section 8.04,
          mean, as of any particular time, all Securities of that series
          theretofore authenticated and delivered by the Trustee under this
          Indenture, except (a) Securities theretofore canceled by the
          Trustee or any paying agent, or delivered to the Trustee or any
          paying agent for cancellation or which have previously been
          canceled; (b) Securities or portions thereof for the payment or
          redemption of which moneys or Governmental Obligations in the
          necessary amount shall have been deposited in trust with the
          Trustee or with any paying agent (other than the Company) or
          shall have been set aside and segregated in trust by the Company
          (if the Company shall act as its own paying agent); provided,
          however, that if such Securities or portions of such Securities
          are to be redeemed prior to the maturity thereof, notice of such
          redemption shall have been given as in Article Three provided, or
          provision satisfactory to the Trustee shall have been made for
          giving such notice; and (c) Securities in lieu of or in
          substitution for which other Securities shall have been
          authenticated and delivered pursuant to the terms of Section
          2.07.

                    "Paying Agent" means any Person, including the Company
          or the Trustee, authorized by the Company to pay the principal
          of, and premium, if any, or interest, if any, on any Securities
          on behalf of the Company.

                    "Person" means any individual, corporation,
          partnership, joint venture, trust, limited liability company,
          limited liability partnership or unincorporated organization or
          any government or any political subdivision, instrumentality or
          agency thereof.

                    "Predecessor Security" of any particular Security shall
          mean every previous Security evidencing all or a portion of the
          same debt as that evidenced by such particular Security; and, for
          the purposes of this definition, any Security authenticated and
          delivered under Section 2.07 in lieu of a lost, destroyed or
          stolen Security shall be deemed to evidence the same debt as the
          lost, destroyed or stolen Security.

                    "Responsible Officer" when used with respect to the
          Trustee shall mean any corporate trust officer or any assistant
          corporate trust officer or any other officer or assistant officer
          of the Trustee customarily performing functions similar to those
          performed by the persons who at the time shall be such officers,
          respectively, or to whom any corporate trust matter is referred
          because of his or her knowledge of and familiarity with the
          particular subject.

                    "Security" or "Securities" shall mean any Security or
          Securities, as the case may be, authenticated and delivered under
          this Indenture.

                    "Securityholder", "holder of Securities", "registered
          holder", or other similar term, shall mean the person or persons
          in whose name or names a particular Security shall be registered
          on the books of the Company kept for that purpose in accordance
          with the terms of this Indenture.

                    "Subsidiary" shall mean (a) any corporation at least a
          majority of whose outstanding voting stock shall at the time be
          owned by the Company or by one or more Subsidiaries or by the
          Company and one or more Subsidiaries and (b) the partnerships,
          joint ventures and any other entities of which the Company is the
          managing general partner or otherwise effectively controls such
          entity.  For the purposes only of the definition of the term
          "Subsidiary", the term "voting stock", as applied to the stock of
          any corporation, shall mean stock of any class or classes having
          ordinary voting power for the election of a majority of the
          directors of such corporation, other than stock having such power
          only by reason of the occurrence of a contingency.

                    "Trustee" shall mean First American Bank & Trust of
          Louisiana, and, subject to the provisions of Article Seven, shall
          also include its successors and assigns, and, if at any time
          there is more than one person acting in such capacity hereunder,
          "Trustee" shall mean each such person.  The term "Trustee" as
          used with respect to a particular series of the Securities shall
          mean the trustee with respect to that series.

                    "Trust Indenture Act of 1939, as amended," subject to
          the provisions of Sections 9.01, 9.02, and 10.01, shall mean the
          Trust Indenture Act of 1939, as amended and in effect at the date
          of execution of this Indenture.


                                      ARTICLE 2.

                        ISSUE, DESCRIPTION, TERMS, EXECUTION,
                       REGISTRATION AND EXCHANGE OF SECURITIES

                    SECTION 2.01.    The aggregate principal amount of
          Securities which may be authenticated and delivered under this
          Indenture is unlimited.

                    The Securities may be issued in one or more series up
          to the aggregate principal amount of Securities of that series
          from time to time authorized by or pursuant to a Board Resolution
          or pursuant to one or more indentures supplemental hereto, prior
          to the initial issuance of Securities of a particular series.
          Prior to the initial issuance of Securities of any series, there
          shall be established in or pursuant to a Board Resolution or
          established in one or more indentures supplemental hereto:

                    (1)  the title of the Securities of the series (which
               shall distinguish the Securities of the series from all
               other Securities);

                    (2)  any limit upon the aggregate principal amount of
               the Securities of that series which may be authenticated and
               delivered under this Indenture (except for Securities
               authenticated and delivered upon registration of transfer
               of, or in exchange for, or in lieu of, other Securities of
               that series as provided in Section 2.07 and Section 2.08);

                    (3)  the date or dates on which the principal of the
               Securities of the series is payable;

                    (4)  the rate or rates at which the Securities of the
               series shall bear interest or the manner of calculation of
               such rate or rates, if any, the date or dates from which
               such interest shall accrue, the interest payment dates on
               which such interest shall be payable or the manner of
               determination of such interest payment dates;

                    (5)  the period or periods within which, the price or
               prices at which and the terms and conditions upon which,
               Securities of the series may be redeemed, in whole or in
               part, at the option of the Company;

                    (6)  the obligation, if any, of the Company to redeem
               or purchase Securities of the series pursuant to any sinking
               fund or analogous provisions (including payments made in
               cash in anticipation of future sinking fund obligations) or
               at the option of a holder thereof and the period or periods
               within which, the price or prices at which, and the terms
               and conditions upon which, Securities of the series shall be
               redeemed or purchased, in whole or in part, pursuant to such
               obligation;

                    (7)  the form of the Securities of the series including
               the form of the Certificate of Authentication for such
               series;

                    (8)  if other than denominations of $1,000 or any
               integral multiple thereof, the denominations in which the
               Securities of the series shall be issuable; and

                    (9)  any and all other terms with respect to such
               series (which terms shall not be inconsistent with the terms
               of this Indenture).

                    All Securities of any one series shall be substantially
          identical except as to denomination and except as may otherwise
          be provided in or pursuant to any such Board Resolution or in any
          indentures supplemental hereto.

                    If any of the terms of the series are established by
          action taken pursuant to a Board Resolution, a copy thereof shall
          be delivered to the Trustee at or prior to the delivery of the
          Officers' Certificate setting forth the terms of the series.

                    SECTION 2.02.  The Securities of any series and the
          Trustee's Certificate of Authentication to be borne by such
          Securities shall be substantially of the tenor and purport as set
          forth in one or more indentures supplemental hereto or as
          provided in a Board Resolution, and may have such letters,
          numbers, CUSIP numbers or other marks of identification or
          designation and such legends or endorsements printed,
          lithographed or engraved thereon as the Company may deem
          appropriate and as are not inconsistent with the provisions of
          this Indenture, or as may be required to comply with any law or
          with any rule or regulation made pursuant thereto or with any
          rule or regulation of any stock exchange on which Securities of
          that series may be listed, or to conform to usage.

                    SECTION 2.03.  The Securities shall be issuable as
          registered Securities and in the denominations of $1,000 or any
          multiple thereof, subject to Section 2.01(8).  The Securities of
          a particular series shall bear interest payable on the dates and
          at the rate specified with respect to that series.  The principal
          of and the interest on the Securities of any series, as well as
          any premium thereon in case of redemption thereof prior to
          maturity, shall be payable in the coin or currency of the United
          States of America which at the time is legal tender for public
          and private debt, at the office or agency of the Company
          maintained for that purpose in either the City of Monroe, State
          of Louisiana or the Borough of Manhattan, the City and State of
          New York, or, at the option of the Company, by check in United States
          of America dollars mailed or delivered to the person whose name 
          such Security is registered.  Each Security shall be dated the date
          of its authentication.  Interest on the Securities shall be computed
          on the basis of a 360-day year composed of twelve 30-day months; 
          provided that interest on Securities bearing interest at a floating 
          rate shall be computed on the basis of a year of 365 or 366 days, as
          appropriate, for the actual number of days elapsed.

                    The interest installment on any Security which is
          payable, and is punctually paid or duly provided for, on any
          interest payment date for Securities of that series shall be paid
          to the person in whose name said Security (or one or more
          predecessor Securities) is registered at the close of business on
          the regular record date for such interest installment.  In the
          event that any Security of a particular series or portion thereof
          is called for redemption and the redemption date is subsequent to
          a regular record date with respect to any interest payment date
          and prior to such interest payment date, interest on such
          Security will be paid upon presentation and surrender of such
          Security as provided in Section 3.03.

                    Any interest on any Security which is payable, but is
          not punctually paid or duly provided for, on any interest payment
          date for Securities of the same series (herein called "Defaulted
          Interest") shall forthwith cease to be payable to the registered
          holder on the relevant regular record date by virtue of having
          been such holder; and such Defaulted Interest shall be paid by
          the Company, at its election, as provided in clause (1) or clause
          (2) below:

                    (1)  The Company may make payment of any Defaulted
               Interest on Securities to the persons in whose names such
               Securities (or their respective Predecessor Securities) are
               registered at the close of business on a special record date
               for the payment of such Defaulted Interest, which shall be
               fixed in the following manner:  the Company shall notify the
               Trustee in writing of the amount of Defaulted Interest
               proposed to be paid on each such Security and the date of
               the proposed payment, and at the same time the Company shall
               deposit with the Trustee an amount of money equal to the
               aggregate amount proposed to be paid in respect of such
               Defaulted Interest or shall make arrangements satisfactory
               to the Trustee for such deposit prior to the date of the
               proposed payment, such money when deposited to be held in
               trust for the benefit of the persons entitled to such
               Defaulted Interest as in this clause provided.  Thereupon
               the Trustee shall fix a special record date for the payment
               of such Defaulted Interest which shall not be more than 15
               or less than 10 days prior to the date of the proposed
               payment and not less than 10 days after the receipt by the
               Trustee of the notice of the proposed payment.  The Trustee
               shall promptly notify the Company of such special record
               date and, in the name and at the expense of the Company,
               shall cause notice of the proposed payment of such Defaulted
               Interest and the special record date therefor to be mailed,
               first class postage prepaid, to each Securityholder at his
               or her address as it appears in the Security Register (as
               hereinafter defined), not less than 10 days prior to such
               special record date.  Notice of the proposed payment of such
               Defaulted Interest and the special record date therefor
               having been mailed as aforesaid, such Defaulted Interest
               shall be paid to the persons in whose names such Securities
               (or their respective Predecessor Securities) are registered
               on the close of business on such special record date and
               shall be no longer payable pursuant to the following clause
               (2).

                    (2)  The Company may make payment of any Defaulted
               Interest on any Securities in any other lawful manner not
               inconsistent with the requirements of any securities
               exchange on which such Securities may be listed, and upon
               such notice as may be required by such exchange, if, after
               notice given by the Company to the Trustee of the proposed
               payment pursuant to this clause, such manner of payment
               shall be deemed practicable by the Trustee.

                    The term "regular record date" as used in this Section
          with respect to a series of Securities with respect to any
          interest payment date for such series shall mean either the
          fifteenth day of the month immediately preceding the month in
          which an interest payment date established for such series
          pursuant to Section 2.01 hereof shall occur, if such interest
          payment date is the first day of a month, or the last day of the
          month immediately preceding the month in which an interest
          payment date established for such series pursuant to Section 2.01
          hereof shall occur, if such interest payment date is the
          fifteenth day of a month, whether or not such date is a Business
          Day.

                    Subject to the foregoing provisions of this Section,
          each Security of a series delivered under this Indenture upon
          transfer of or in exchange for or in lieu of any other Security
          of such series shall carry the rights to interest accrued and
          unpaid, and to accrue, which were carried by such other Security.

                    SECTION 2.04.  The Securities shall, subject to the
          provisions of Section 2.06, be printed on steel engraved borders
          or fully or partially engraved, or legibly typed, as the proper
          officers of the Company may determine, and shall be signed on
          behalf of the Company by its President or one of its Vice
          Presidents, under its corporate seal attested by its Secretary or
          one of its Assistant Secretaries.  The signature of the President
          or a Vice President and/or the signature of the Secretary or an
          Assistant Secretary in attestation of the corporate seal, upon
          the Securities, may be in the form of a facsimile signature of a
          present or any future President or Vice President and of a
          present or any future Secretary or Assistant Secretary and may be
          imprinted or otherwise reproduced on the Securities and for that
          purpose the Company may use the facsimile signature of any person
          who shall have been a President or Vice President, or of any
          person who shall have been a Secretary or Assistant Secretary,
          notwithstanding the fact that at the time the Securities shall be
          authenticated and delivered or disposed of such person shall have
          ceased to be the President or a Vice President, or the Secretary
          or an Assistant Secretary, of the Company, as the case may be.
          The seal of the Company may be in the form of a facsimile of the
          seal of the Company and may be impressed, affixed, imprinted or
          otherwise reproduced on the Securities.

                    Only such Securities of a series as shall bear thereon
          a certificate of authentication substantially in the form
          established for such series, executed manually by an authorized
          signatory of the Trustee, or by any Authenticating Agent
          appointed by the Trustee with respect to such series, shall be
          entitled to the benefits of this Indenture or be valid or
          obligatory for any purpose.  Such certificate executed by the
          Trustee, or by any Authenticating Agent appointed by the Trustee
          with respect to such series, upon any Security of such series
          executed by the Company shall be conclusive evidence that the
          Security so authenticated has been duly authenticated and
          delivered hereunder and that the holder is entitled to the
          benefits of this Indenture.

                    At any time and from time to time after the execution
          and delivery of this Indenture, the Company may deliver
          Securities of any series executed by the Company to the Trustee
          for authentication, together with a written order of the Company
          for the authentication and delivery of such Securities, signed by
          its President or any Vice President and its Treasurer or any
          Assistant Treasurer, and the Trustee in accordance with such
          written order shall authenticate and deliver such Securities.

                    In authenticating Securities of any series and
          accepting the additional responsibilities under this Indenture in
          relation to such Securities, the Trustee shall be entitled to
          receive, and (subject to Section 7.01) shall be fully protected
          in relying upon, an Opinion of Counsel stating that the form and
          terms thereof have been established in conformity with the
          provisions of this Indenture and that such Securities, when
          authenticated and delivered by the Trustee, will be duly
          authorized, executed and delivered and will constitute the legal,
          valid and binding obligations of the Company, enforceable against
          it in accordance with their terms.

                    The Trustee shall not be required to authenticate any
          Securities of a series if the issue of such Securities pursuant
          to this Indenture will affect the Trustee's own rights, duties or
          immunities under the Securities and this Indenture or otherwise
          in a manner which is not reasonably acceptable to the Trustee.

                    SECTION 2.05.  (a)  Securities of any series may be
          exchanged upon presentation thereof at the office or agency of
          the Company designated for such purpose in either the City of
          Monroe, State of Louisiana, or the Borough of Manhattan, the City
          and State of New York, for other Securities of such series of
          authorized denominations, and for a like aggregate principal
          amount, upon payment of a sum sufficient to cover any tax or
          other governmental charge in relation thereto, all as provided in
          this Section.  In respect of any Securities so surrendered for
          exchange, the Company shall execute, the Trustee shall
          authenticate and such office or agency shall deliver in exchange
          therefor the Security or Securities of the same series which the
          Securityholder making the exchange shall be entitled to receive,
          bearing numbers not contemporaneously outstanding.

                    (b)  The Trustee is hereby appointed as the registrar
          (the "Security Registrar") for the purpose of registering
          securities and the transfer of securities as herein provided.
          The Company shall cause to be kept at the office or agency
          designated for such purpose in either the City of Monroe, State
          of Louisiana, or the Borough of Manhattan, the City and State of
          New York, or such other location designated by the Company a
          register or registers (herein referred to as the "Security
          Register") in which, subject to such reasonable regulations as it
          may prescribe, the Company shall register the Securities and the
          transfers of Securities as in this Article provided.

                    Upon surrender for transfer of any Security at the
          office or agency of the Company designated for such purpose in
          either the City of Monroe, State of Louisiana, or the Borough of
          Manhattan, the City and State of New York, the Company shall
          execute, the Trustee shall authenticate and such office or agency
          shall deliver in the name of the transferee or transferees a new
          Security or Securities of the same series as the Security
          presented for a like aggregate principal amount.

                    All Securities presented or surrendered for exchange or
          registration of transfer, as provided in this Section, shall be
          accompanied (if so required by the Company or the Security
          Registrar) by a written instrument or instruments of transfer, in
          form satisfactory to the Company or the Security Registrar, duly
          executed by the registered holder or by his duly authorized
          attorney in writing.

                    (c)  No service charge shall be made for any exchange
          or registration of transfer of Securities, or issue of new
          Securities in case of partial redemption of any series, but the
          Company may require payment of a sum sufficient to cover any tax
          or other governmental charge in relation thereto, other than
          exchanges pursuant to Section 2.06, the second paragraph of
          Section 3.03 and Section 9.04 not involving any transfer.

                    (d)  The Company shall not be required (a) to issue,
          exchange or register the transfer of any Securities during a
          period beginning at the opening of business 15 days before the
          day of the mailing of a notice of redemption of less than all the
          Outstanding Securities of the same series and ending at the close
          of business on the day of such mailing, nor (b) to register the
          transfer of or exchange any Securities of any series or portions
          thereof called for redemption.

                    SECTION 2.06.    Pending the preparation of definitive
          Securities of any series, the Company may execute, and the
          Trustee shall authenticate and deliver, temporary Securities
          (printed, lithographed or typewritten) of any authorized
          denomination, and substantially in the form of the definitive
          Securities in lieu of which they are issued, but with such
          omissions, insertions and variations as may be appropriate for
          temporary Securities, all as may be determined by the Company.
          Every temporary Security of any series shall be executed by the
          Company and be authenticated by the Trustee upon the same
          conditions and in substantially the same manner, and with like
          effect, as the definitive Securities of such series.  Without
          unnecessary delay the Company will execute and will furnish
          definitive Securities of such series and thereupon any or all
          temporary Securities of such series may be surrendered in
          exchange therefor (without charge to the holders), at the office
          or agency of the Company designated for the purpose in either the
          City of Monroe, State of Louisiana, or the Borough of Manhattan,
          the City and State of New York, and the Trustee shall
          authenticate and such office or agency shall deliver in exchange
          for such temporary Securities an equal aggregate principal amount
          of definitive Securities of such series.  Until so exchanged, the
          temporary Securities of such series shall be entitled to the same
          benefits under this Indenture as definitive Securities of such
          series authenticated and delivered hereunder.

                    SECTION 2.07.    In case any temporary or definitive
          Security shall become mutilated or be destroyed, lost or stolen,
          the Company (subject to the next succeeding sentence) shall
          execute, and upon its request the Trustee (subject as aforesaid)
          shall authenticate and deliver, a new Security of the same series
          bearing a number not contemporaneously outstanding, in exchange
          and substitution for the mutilated Security, or in lieu of and in
          substitution for the Security so destroyed, lost or stolen.  In
          every case the applicant for a substituted Security shall furnish
          to the Company and to the Trustee such security or indemnity as
          may be required by them to save each of them harmless, and, in
          every case of destruction, loss or theft, the applicant shall
          also furnish to the Company and to the Trustee evidence to their
          satisfaction of the destruction, loss or theft of the applicant's
          Security and of the ownership thereof.  The Trustee may
          authenticate any such substituted Security and deliver the same
          upon the written request or authorization of any officer of the
          Company.  Upon the issue of any substituted Security, the Company
          may require the payment of a sum sufficient to cover any tax or
          other governmental charge that may be imposed in relation thereto
          and any other expenses (including the fees and expenses of the
          Trustee) connected therewith.  In case any Security which has
          matured or is about to mature shall become mutilated or be
          destroyed, lost or stolen, the Company may, instead of issuing a
          substitute Security, pay or authorize the payment of the same
          (without surrender thereof except in the case of a mutilated
          Security) if the applicant for such payment shall furnish to the
          Company and to the Trustee such security or indemnity as they may
          require to save them harmless, and, in case of destruction, loss
          or theft, evidence to the satisfaction of the Company and the
          Trustee of the destruction, loss or theft of such Security and of
          the ownership thereof.

                    Every Security issued pursuant to the provisions of
          this Section in substitution for any Security which is mutilated,
          destroyed, lost or stolen shall constitute an additional
          contractual obligation of the Company, whether or not the
          mutilated, destroyed, lost or stolen Security shall be found at
          any time, or be enforceable by anyone, and shall be entitled to
          all the benefits of this Indenture equally and proportionately
          with any and all other Securities of the same series duly issued
          hereunder.  All Securities shall be held and owned upon the
          express condition that the foregoing provisions are exclusive
          with respect to the replacement or payment of mutilated,
          destroyed, lost or stolen Securities, and shall preclude (to the
          extent lawful) any and all other rights or remedies,
          notwithstanding any law or statute existing or hereafter enacted
          to the contrary with respect to the replacement or payment of
          negotiable instruments or other securities without their
          surrender.

                    SECTION 2.08.    All Securities surrendered for the
          purpose of payment, redemption, exchange or registration of
          transfer shall, if surrendered to the Company or any paying
          agent, be delivered to the Trustee for cancellation, or, if
          surrendered to the Trustee, shall be canceled by it, and no
          Securities shall be issued in lieu thereof except as expressly
          required or permitted by any of the provisions of this Indenture.
          On request of the Company, the Trustee shall deliver to the
          Company canceled Securities held by the Trustee.  In the absence
          of such request the Trustee may destroy canceled Securities in
          accordance with its standard procedures and deliver a certificate
          of destruction to the Company.  If the Company shall otherwise
          acquire any of the Securities, however, such acquisition shall
          not operate as a redemption or satisfaction of the indebtedness
          represented by such Securities unless and until the same are
          delivered to the Trustee for cancellation.

                    SECTION 2.09.    Nothing in this Indenture or in the
          Securities, express or implied, shall give or be construed to
          give to any person, firm or corporation, other than the parties
          hereto and the holders of the Securities, any legal or equitable
          right, remedy or claim under or in respect of this Indenture, or
          under any covenant, condition or provision herein contained; all
          such covenants, conditions and provisions being for the sole
          benefit of the parties hereto and of the holders of the
          Securities.

                    SECTION 2.10.  So long as any of the Securities of any
          series remain Outstanding there may be an Authenticating Agent
          for any or all such series of Securities which the Trustee shall
          have the right to appoint.  Said Authenticating Agent shall be
          authorized to act on behalf of the Trustee to authenticate
          Securities of such series issued upon exchange, transfer or
          partial redemption thereof, and Securities so authenticated shall
          be entitled to the benefits of this Indenture and shall be valid
          and obligatory for all purposes as if authenticated by the
          Trustee hereunder.  All references in this Indenture to the
          authentication of Securities by the Trustee shall be deemed to
          include authentication by an Authenticating Agent for such series
          except for authentication upon original issuance or pursuant to
          Section 2.07 hereof.  Each Authenticating Agent shall be
          acceptable to the Company and shall be a corporation which has a
          combined capital and surplus, as most recently reported or
          determined by it, sufficient under the laws of any jurisdiction
          under which it is organized or in which it is doing business to
          conduct a trust business, and which is otherwise authorized under
          such laws to conduct such business and is subject to supervision
          or examination by Federal or State authorities.  If at any time
          any Authenticating Agent shall cease to be eligible in accordance
          with these provisions, it shall resign immediately.  All fees and
          expenses of the Authenticating Agent shall be paid by the
          Company.

                    Any Authenticating Agent may at any time resign by
          giving written notice of resignation to the Trustee and to the
          Company.  The Trustee may at any time (and upon request by the
          Company shall) terminate the agency of any Authenticating Agent
          by giving written notice of termination to such Authenticating
          Agent and to the Company.  Upon resignation, termination or
          cessation of eligibility of any Authenticating Agent, the Trustee
          may appoint an eligible successor Authenticating Agent acceptable
          to the Company.  Any successor Authenticating Agent, upon
          acceptance of its appointment hereunder, shall become vested with
          all the rights, powers and duties of its predecessor hereunder as
          if originally named as an Authenticating Agent pursuant hereto.

                    SECTION 2.11.  The Company in issuing Securities of any
          series shall use a "CUSIP" number and the Trustee shall use the
          CUSIP number in notices of redemption or exchange as a
          convenience to the holders of the Securities of such series;
          provided, that any such notice may state that no representation
          is made as to the correctness or accuracy of the CUSIP number
          printed in the notice or on the Securities of such series, and
          that reliance may be placed only on the other identification
          numbers printed on the Securities of such series.

                    SECTION 2.12.  Prior to due presentment of a Security
          for registration of transfer, the Company, the Trustee and any
          agent of the Company or the Trustee may treat the Person in whose
          name such Security is registered as the owner of such Security
          for the purpose of receiving payments of principal of (and
          premium, if any), and (subject to Section 2.03) interest on such
          Security and for all other purposes whatsoever, whether or not
          such Security be overdue, and neither the Company, the Trustee
          nor any agent of the Company or the Trustee, shall be affected by
          notice to the contrary.


                                      ARTICLE 3.

                 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

                    SECTION 3.01.    The Company may redeem the Securities of
          any series issued hereunder on and after the dates and in
          accordance with the terms established for such series pursuant to
          Section 2.01 hereof.

                    SECTION 3.02.    (a)  In case the Company shall desire to
          exercise such right to redeem all or, as the case may be, a
          portion of the Securities of any series in accordance with the
          right reserved so to do, the Company shall give notice of such
          redemption to holders of the Securities of such series to be
          redeemed and to the Trustee by mailing, first class postage
          prepaid, a notice of such redemption not less than 30 days and
          not more than 60 days before the date fixed for redemption of
          that series to such holders at their last addresses as they shall
          appear upon the Security Register.  Any notice which is mailed in
          the manner herein provided shall be conclusively presumed to have
          been duly given, whether or not the registered holder receives
          the notice.  In any case, failure duly to give such notice to the
          holder of any Security of any series designated for redemption in
          whole or in part, or any defect in the notice, shall not affect
          the validity of the proceedings for the redemption of any other
          Securities of such series or any other series.  In the case of
          any redemption of Securities prior to the expiration of any
          restriction on such redemption provided in the terms of such
          Securities or elsewhere in this Indenture, the Company shall
          furnish the Trustee with an Officers' Certificate evidencing
          compliance with any such restriction.

                    Each such notice of redemption shall specify the date
          fixed for redemption and the redemption price at which Securities
          of that series are to be redeemed, and shall state that payment
          of the redemption price of such Securities to be redeemed will be
          made at the office or agency of the Company in either the City of
          Monroe, State of Louisiana, or the Borough of Manhattan, the City
          and State of New York, or, at the option of the Company, by check in
          United States of America dollars mailed or delivered to the person
          whose name such Security is registered, or upon presentation and 
          surrender of such Securities, that interest accrued to the date 
          fixed for redemption will be paid as specified in said notice, 
          that from and after said date interest will cease to accrue and 
          that the redemption is for a sinking fund, if such is the case.  
          If less than all the Securities of a series are to be redeemed, 
          the notice to the holders of Securities of that series to be
          redeemed in whole or in part shall specify the particular Securities
          to be so redeemed.  In case any Security is to be redeemed in part 
          only, the notice which relates to such Security shall state the 
          portion of the principal amount thereof to be redeemed, and shall 
          state that on and after the redemption date, upon surrender of such
          Security, a new Security or Securities of such series in principal 
          amount equal to the unredeemed portion thereof will be issued.

                    (b)  If less than all the Securities of a series are to
          be redeemed, the Company shall give the Trustee at least 45 days'
          notice in advance of the date fixed for redemption as to the
          aggregate principal amount of Securities of the series to be
          redeemed, and thereupon the Trustee shall select, by lot or in
          such other manner as it shall deem appropriate and fair in its
          discretion and which may provide for the selection of a portion
          or portions (equal to $1,000 or any multiple thereof) of the
          principal amount of such Securities of a denomination larger than
          $1,000, the Securities to be redeemed and shall thereafter
          promptly notify the Company in writing of the numbers of the
          Securities to be redeemed, in whole or in part.

                    The Company may, if and whenever it shall so elect, by
          delivery of instructions signed on its behalf by its President or
          any Vice President, instruct the Trustee or any paying agent to
          call all or any part of the Securities of a particular series for
          redemption and to give notice of redemption in the manner set
          forth in this Section, such notice to be in the name of the
          Company or its own name as the Trustee or such paying agent may
          deem advisable.  In any case in which notice of redemption is to
          be given by any such paying agent, the Company shall deliver or
          cause to be delivered to, or permit to remain with, such paying
          agent, as the case may be, such Security Registrar, transfer
          books or other records, or suitable copies or extracts therefrom,
          sufficient to enable the paying agent to give any notice by mail
          that may be required under the provisions of this Section.

                    SECTION 3.03.    (a)  If the giving of notice of
          redemption shall have been completed as above provided, the
          Securities or portions of Securities of the series to be redeemed
          specified in such notice shall become due and payable on the date
          and at the place stated in such notice at the applicable
          redemption price, together with interest accrued to the date
          fixed for redemption and interest on such Securities or portions
          of Securities shall cease to accrue on and after the date fixed
          for redemption, unless the Company shall default in the payment
          of such redemption price and accrued interest with respect to any
          such Security or portion thereof.  On presentation and surrender
          of such Securities on or after the date fixed for redemption at
          the place of payment specified in the notice, said Securities
          shall be paid and redeemed at the applicable redemption price for
          such series, together with interest accrued thereon to the date
          fixed for redemption (but if the date fixed for redemption is an
          interest payment date, the interest installment payable on such
          date shall be payable to the registered holder at the close of
          business on the applicable record date pursuant to Section 2.03).
                    
                    (b)  Upon presentation of any Security of such series
          which is to be redeemed in part only, the Company shall execute
          and the Trustee shall authenticate and the office or agency where
          the Security is presented shall deliver to the holder thereof, at
          the expense of the Company, a new Security or Securities of the
          same series, of authorized denominations in principal amount
          equal to the unredeemed portion of the Security so presented.

                    SECTION 3.04.    The provisions of Sections 3.04, 3.05
          and 3.06 shall be applicable to any sinking fund for the
          retirement of Securities of a series, except as otherwise
          specified as contemplated by Section 2.01 for Securities of such
          series.

                    The minimum amount of any sinking fund payment provided
          for by the terms of Securities of any series is herein referred
          to as a "mandatory sinking fund payment", and any payment in
          excess of such minimum amount provided for by the terms of
          Securities of any series is herein referred to as an "optional
          sinking fund payment".  If a sinking fund is provided for by the
          terms of Securities of any series, the cash amount of any sinking
          fund payment may be subject to reduction as provided in Section
          3.05.  Each sinking fund payment shall be applied to the
          redemption of Securities of any series as provided for by the
          terms of Securities of such series.

                    SECTION 3.05.    The Company (1) may deliver Outstanding
          Securities of a series (other than any previously called for
          redemption) and (2) may apply as a credit Securities of a series
          which have been redeemed either at the election of the Company or
          the holders pursuant to the terms of such Securities or through
          the application of permitted optional sinking fund payments
          pursuant to the terms of the Securities of such series, in each
          case in satisfaction of all or any part of any sinking fund
          payment with respect to the Securities of such series required to
          be made pursuant to the terms of such Securities as provided for
          by the terms of such series; provided that such Securities have
          not been previously so credited.  Such Securities shall be
          received and credited for such purpose by the Trustee at the
          redemption price specified in such Securities for redemption
          through operation of the sinking fund and the amount of such
          sinking fund payment shall be reduced accordingly.

                    SECTION 3.06.    Not less than 45 days prior to each
          sinking fund payment date for any series of Securities, the
          Company will deliver to the Trustee an Officers' Certificate
          specifying the amount of the next ensuing sinking fund payment
          for that series pursuant to the terms of that series, the portion
          thereof, if any, which is to be satisfied by delivering and
          crediting Securities of that series pursuant to Section 3.05 and
          the basis for such credit and will also deliver to the Trustee
          any Securities to be so delivered.  Not less than 30 days before
          each such sinking fund payment date, the Trustee shall select the
          Securities to be redeemed upon such sinking fund payment date in
          the manner specified in Section 3.02 and cause notice of the
          redemption thereof to be given in the name of and at the expense
          of the Company in the manner provided in Section 3.02.  Such
          notice having been duly given, the redemption of such Securities
          shall be made upon the terms and in the manner stated in Section
          3.03.


                                      ARTICLE 4.

                         PARTICULAR COVENANTS OF THE COMPANY

                    The Company covenants and agrees for each series of the
          Securities as follows:

                    SECTION 4.01.    The Company will duly and punctually pay
          or cause to be paid the principal of (and premium, if any) and
          interest on the Securities of that series at the time and place
          and in the manner provided herein and established with respect to
          such Securities.

                    SECTION 4.02.    So long as any series of the Securities
          remain Outstanding, the Company agrees to maintain an office or
          agency in either the City of Monroe, State of Louisiana, or the
          Borough of Manhattan, the City and State of New York, with
          respect to each such series and at such other location or
          locations as may be designated as provided in this Section 4.02,
          where (i) Securities of that series may be presented for payment,
          (ii) Securities of that series may be presented as hereinabove
          authorized for registration of transfer and exchange, and (iii)
          notices and demands to or upon the Company in respect of the
          Securities of that series and this Indenture may be given or
          served.  As to such office or agency in either the City of
          Monroe, State of Louisiana, or the Borough of Manhattan, the City
          and State of New York, the Company shall designate the required
          office or agency to be located in either the City of Monroe,
          State of Louisiana, or the Borough of Manhattan, the City and
          State of New York, for each series of Securities, such
          designation to continue with respect to such office or agency
          until the Company shall, by written notice signed by its
          President or a Vice President and delivered to the Trustee,
          designate some other office or agency for such purposes or any of
          them.  If at any time the Company shall fail to maintain any such
          required office or agency or shall fail to furnish the Trustee
          with the address thereof, such presentations, notices and demands
          may be made or served at the Corporate Trust Office of the
          Trustee, and the Company hereby appoints the Trustee as its agent
          to receive all such presentations, notices and demands.

                    SECTION 4.03.    (a)  If the Company shall appoint one or
          more paying agents for all or any series of the Securities, other
          than the Trustee, the Company will cause each such paying agent
          to execute and deliver to the Trustee an instrument in which such
          agent shall agree with the Trustee, subject to the provisions of
          this Section,

                    (1)  that it will hold all sums held by it as such
               agent for the payment of the principal of (and premium,
               if any) or interest on the Securities of that series
               (whether such sums have been paid to it by the Company
               or by any other obligor on such Securities) in trust
               for the benefit of the persons entitled thereto;

                    (2)  that it will give the Trustee notice of any
               failure by the Company (or by any other obligor on such
               Securities) to make any payment of the principal of
               (and premium, if any) or interest on the Securities of
               that series when the same shall be due and payable;

                    (3)  that it will, at any time during the continuance
               of any failure referred to in the preceding paragraph (a)(2)
               above, upon the written request of the Trustee, forthwith
               pay to the Trustee all sums so held in trust by such paying
               agent; and

                    (4)  that it will perform all other duties of paying
               agent as set forth in this Indenture.

                    (b)  If the Company shall act as its own paying agent
          with respect to any series of the Securities, it will on or
          before each due date of the principal of (and premium, if any) or
          interest on Securities of that series, set aside, segregate and
          hold in trust for the benefit of the persons entitled thereto a
          sum sufficient to pay such principal (and premium, if any) or
          interest so becoming due on Securities of that series until such
          sums shall be paid to such persons or otherwise disposed of as
          herein provided and will promptly notify the Trustee of such
          action, or any failure (by it or any other obligor on such
          Securities) to take such action.  Whenever the Company shall have
          one or more paying agents for any series of Securities, it will,
          prior to each due date of the principal of (and premium, if any)
          or interest on any Securities of that series, deposit with a
          paying agent a sum sufficient to pay the principal (and premium,
          if any) or interest so becoming due, such sum to be held in trust
          for the benefit of the persons entitled to such principal,
          premium or interest, and (unless such paying agent is the
          Trustee) the Company will promptly notify the Trustee of its
          action or failure so to act.

                    (c)  Anything in this Section to the contrary
          notwithstanding, (i) the agreement to hold sums in trust as
          provided in this Section is subject to the provisions of Section
          11.05, and (ii) the Company may at any time, for the purpose of
          obtaining the satisfaction and discharge of this Indenture or for
          any other purpose, pay, or direct any paying agent to pay, to the
          Trustee all sums held in trust by the Company or such paying
          agent, such sums to be held by the Trustee upon the same terms as
          those upon which sums were held by the Company or such paying
          agent; and, upon such payment by any paying agent to the Trustee,
          such paying agent shall be released from all further liability
          with respect to such money.

                    SECTION 4.04.    The Company, whenever necessary to avoid
          or fill a vacancy in the office of Trustee, will appoint, in the
          manner provided in Section 7.10, a Trustee, so that there shall
          at all times be a Trustee hereunder.

                    SECTION 4.05.    The Company will not, while any of the
          Securities remain Outstanding, create, or suffer to be created or
          to exist, any mortgage, lien, pledge, security interest or other
          encumbrance of any kind upon any property of any character of the
          Company whether now owned or hereafter acquired or upon any of
          the income or profits therefrom unless it shall make effective
          provision whereby the Securities then Outstanding shall be
          secured by such mortgage, lien, pledge, security interest or
          other encumbrance equally and ratably with any and all
          obligations and indebtedness thereby secured so long as any such
          obligations and indebtedness shall be so secured; provided,
          however, that nothing in this Section shall be construed to
          prevent the Company from creating, or from suffering to be
          created or to exist, any mortgages, liens, pledges, security
          interests or other encumbrances, or any agreements, with respect
          to:

                    (1)  Purchase money mortgages, or other purchase
               money liens, pledges or encumbrances of any kind upon
               property hereafter acquired by the Company, or
               mortgages, liens, pledges, security interests or other
               encumbrances of any kind existing on such property at
               the time of the acquisition thereof, or conditional
               sales agreements or other title retention agreements
               with respect to any property hereafter acquired;
               provided, however, that no such mortgage, lien, pledge,
               security interest or other encumbrance, and no such
               agreement, shall extend to or cover any other property
               of the Company;

                    (2)  Liens, pledges, security interests, mortgages or
               other encumbrances of any kind on the shares of stock of a
               corporation which, when such liens, pledges, security
               interests, mortgages or other encumbrances arise,
               concurrently becomes a Subsidiary or liens, pledges,
               security interests, mortgages or other encumbrances on all
               or substantially all of the assets of a corporation arising
               in connection with the purchase or acquisition thereof by
               the Company, provided that such lien or other security
               interest shall not attach to any other assets of the
               Company;

                    (3)  Liens for taxes, assessments, governmental
               charges or levies; pledges or deposits to secure
               obligations under worker's compensation or unemployment
               insurance laws or similar legislation; pledges or
               deposits to secure performance in connection with bids,
               tenders, contracts, performance bonds and other similar
               arrangements (other than contracts for the payment of
               money) or leases to which the Company is a party;
               deposits to secure public or statutory obligations of
               the Company; materialmen's, mechanics', carriers',
               workers', repairmen's or other like liens in the
               ordinary course of business, or deposits to obtain the
               release of such liens; deposits to secure surety and
               appeal bonds to which the Company is a party, other
               pledges or deposits for similar purposes in the
               ordinary course of business; liens created by or
               resulting from any litigation or legal proceeding which
               at the time is currently being contested in good faith
               by appropriate proceedings; leases made, or existing on
               property acquired, in the ordinary course of business;
               landlord's liens under leases to which the Company is a
               party; zoning restrictions, easements, licenses,
               restrictions on the use of real property or minor
               irregularities in title thereto, which do not
               materially impair the use of such property in the
               operation of the business of the Company or the value
               of such property for the purpose of such business; the
               lien of the trustee under any indenture (including this
               Indenture), liens encumbering property or assets under
               construction arising from progress or partial payments;
               liens arising from the filing of UCC financing
               statements regarding leases or consignments; any
               interest or title of a lessor in the property subject
               to any capitalized lease or operating lease; liens
               arising out of consignment or similar arrangements
               entered into in the ordinary course of business; and
               liens existing on the date of this Indenture;

                    (4)  Indebtedness assumed by the Company of the
               character specified in the first proviso of Section
               4.06 hereof; or

                    (5)  The replacement, extension or renewal of any
               mortgage, lien, pledge, security interest or other
               encumbrance, or of any agreement, permitted by the
               foregoing clauses (1), (2), (3), (4), or the
               replacement, extension or renewal (without increase) of
               the indebtedness secured thereby.

                    SECTION 4.06.    The Company will not, while any of the
          Securities remain Outstanding, consolidate with, or merge into,
          or merge into itself, or sell or convey all or substantially all
          of its property to, any other Company unless the provisions of
          Article Ten hereof are complied with.

                    If upon any such consolidation or merger, or sale or
          conveyance, any of the property of the Company owned by the
          Company prior thereto would thereupon become subject to any
          mortgage, security interest, pledge or lien, the Company prior to
          such consolidation, merger, sale or conveyance will secure the
          Outstanding Securities, or cause the same to be secured, equally
          and ratably with the other indebtedness or obligations secured by
          such mortgage, security interest, pledge or lien so long as such
          other indebtedness or obligations shall be so secured; provided,
          however, that the subjection of the property of the Company to
          any mortgage, security interest, pledge or lien securing
          indebtedness of an Affiliate which is required to be assumed by
          the Company in connection with any merger or consolidation of
          such Affiliate shall be deemed excluded from the operation of
          this Section and shall not require that any of the Securities be
          secured; and provided, further, that the subjection of property
          of the Company to any mortgage, security interest, pledge or lien
          of the character referred to in clauses (1), (2), (3), (4) and
          (5) of Section 4.05 shall be deemed excluded from the operation
          of this Section and shall not require that any of the Securities
          be secured.


                                      ARTICLE 5.

                  SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                   AND THE TRUSTEE

                    SECTION 5.01.    The Company will furnish or cause to be
          furnished to the Trustee (a) semi-annually, not more than 15 days
          after each regular record date (as defined in Section 2.03) a
          list, in such form as the Trustee may reasonably require, of the
          names and addresses of the holders of each series of Securities
          as of such regular record date and (b) at such other times as the
          Trustee may request in writing, within 30 days after the receipt
          by the Company of any such request, a list of similar form and
          content as of a date not more than 15 days prior to the time such
          list is furnished; provided, however, no such list need be
          furnished for any series for which the Trustee shall be the
          Security Registrar.

                    SECTION 5.02.    (a)  The Trustee shall preserve, in as
          current a form as is reasonably practicable, all information as
          to the names and addresses of the holders of Securities contained
          in the most recent list furnished to it as provided in Section
          5.01 and as to the names and addresses of holders of Securities
          received by the Trustee in its capacity as Security Registrar (if
          acting in such capacity).

                    (b)  The Trustee may destroy any list furnished to it
          as provided in Section 5.01 upon receipt of a new list so
          furnished.

                    (c)  In case three or more holders of Securities of a
          series (hereinafter referred to as "applicants") apply in writing
          to the Trustee, and furnish to the Trustee reasonable proof that
          each such applicant has owned a Security for a period of at least
          six months preceding the date of such application, and such
          application states that the applicant's desire to communicate
          with other holders of Securities of such series or holders of all
          Securities with respect to their rights under this Indenture or
          under such Securities, and is accompanied by a copy of the form
          of proxy or other communication which such applicants propose to
          transmit, then the Trustee shall, within five business days after
          the receipt of such application, at its election, either

                    (1)  afford to such applicants access to the
               information preserved at the time by the Trustee in
               accordance with the provisions of subsection (a) of
               this Section, or

                    (2)  inform such applicants as to the approximate
               number of holders of Securities of such series or of
               all Securities, as the case may be, whose names and
               addresses appear in the information preserved at the
               time by the Trustee, in accordance with the provisions
               of subsection (a) of this Section, and as to the
               approximate cost of mailing to such Securityholders the
               form of proxy or other communication, if any, specified
               in such application.

                    (d)  If the Trustee shall elect not to afford such
          applicants access to such information, the Trustee shall, upon
          the written request of such applicants, mail to each holder of
          such series or of all Securities, as the case may be, whose name
          and address appears in the information preserved at the time by
          the Trustee in accordance with the provisions of subsection (a)
          of this Section, a copy of the form of proxy or other
          communication which is specified in such request, with reasonable
          promptness after a tender to the Trustee of the material to be
          mailed and of payment, or provision for the payment, of the
          reasonable expenses of mailing, unless within five days after
          such tender, the Trustee shall mail to such applicants and file
          with the Securities and Exchange Commission, together with a copy
          of the material to be mailed, a written statement to the effect
          that, in the opinion of the Trustee, such mailing would be
          contrary to the best interests of the holders of Securities of
          such series or of all Securities, as the case may be, or would be
          in violation of applicable law.  Such written statement shall
          specify the basis of such opinion.  If said Commission, after
          opportunity for a hearing upon the objections specified in the
          written statement so filed, shall enter an order refusing to
          sustain any of such objections or if, after the entry of an order
          sustaining one or more of such objections, said Commission shall
          find, after notice and opportunity for hearing, that all the
          objections so sustained have been met and shall enter an order so
          declaring, the Trustee shall mail copies of such material to all
          such Securityholders with reasonable promptness after the entry
          of such order and the renewal of such tender; otherwise the
          Trustee shall be relieved of any obligation or duty to such
          applicants respecting their application.

                    (e)  Each and every holder of the Securities, by
          receiving and holding the same, agrees with the Company and the
          Trustee that neither the Company nor the Trustee nor any paying
          agent nor any Security Registrar shall be held accountable by
          reason of the disclosure of any such information as to the names
          and addresses of the holders of Securities in accordance with the
          provisions of subsection (b) of this Section, regardless of the
          source from which such information was derived, and that the
          Trustee shall not be held accountable by reason of mailing any
          material pursuant to a request made under said subsection (b).

                    SECTION 5.03.    (a)  The Company covenants and agrees to
          file with the Trustee, within 15 days after the Company is
          required to file the same with the Securities and Exchange
          Commission, copies of the annual reports and of the information,
          documents and other reports (or copies of such portions of any of
          the foregoing as said Commission may from time to time by rules
          and regulations prescribe) which the Company may be required to
          file with said Commission pursuant to Section 13, Section 14 or
          Section 15(d) of the Securities Exchange Act of 1934, as amended;
          or, if the Company is not required to file information, documents
          or reports pursuant to any of such sections, then to file with
          the Trustee and said Commission, in accordance with the rules and
          regulations prescribed from time to time by said Commission, such
          of the supplementary and periodic information, documents and
          reports which may be required pursuant to Section 13 of the
          Securities Exchange Act of 1934, as amended, in respect of a
          security listed and registered on a national securities exchange
          as may be prescribed from time to time in such rules and
          regulations.

                    (b)  The Company covenants and agrees to file with
          Trustee and the Securities and Exchange Commission, in accordance
          with the rules and regulations prescribed from time to time by
          said Commission, such additional information, documents and
          reports with respect to compliance by the Company with the
          conditions and covenants provided for in this Indenture as may be
          required from time to time by such rules and regulations.

                    (c)  The Company covenants and agrees to, or cause the
          Trustee to, transmit by mail, first class postage prepaid, or
          reputable over-night delivery service which provides for evidence
          of receipt, to the Securityholders, as their names and addresses
          appear upon the Security Register, within 30 days after the
          filing thereof with the Trustee, such summaries of any
          information, documents and reports required to be filed by the
          Company pursuant to subsections (a) and (b) of this Section as
          may be required by rules and regulations prescribed from time to
          time by the Securities and Exchange Commission.

                    (d)  The Company covenants and agrees to furnish to the
          Trustee within 135 days of each fiscal year in which any of the
          Securities are Outstanding, or on or before such other day in
          each calendar year as the Company and the Trustee may from time
          to time agree upon, a certificate from the principal executive
          officer, principal financial officer or principal accounting
          officer as to his or her knowledge of the Company's compliance
          with all conditions and covenants under this Indenture.  For
          purposes of this subsection (d), such compliance shall be
          determined without regard to any period of grace or requirement
          of notice provided under this Indenture.

                    SECTION 5.04.    (a)  On or before July 15 in each year
          in which any Securities are Outstanding hereunder, the Trustee
          shall transmit by mail, first class postage prepaid, to the
          Securityholders, as their names and addresses appear upon the
          Security Register, a brief report dated as of the preceding May
          15, with respect to any of the following events which may have
          occurred within the previous twelve months (but if no such event
          has occurred within such period no report need be transmitted):

                    (1)  any change to its eligibility under Section 7.09,
               and its qualifications under Section 7.08;

                    (2)  the creation of or any material change to a
               relationship specified in paragraphs (1) through (10) of
               subsection (c) of Section 310(b) of the Trust Indenture Act;

                    (3)  the character and amount of any advances (and if
               the Trustee elects so to state, the circumstances
               surrounding the making thereof) made by the Trustee (as
               such) which remain unpaid on the date of such report, and
               for the reimbursement of which it claims or may claim a lien
               or charge, prior to that of the Securities, on any property
               or funds held or collected by it as Trustee if such advances
               so remaining unpaid aggregate more than 1/2 of 1% of the
               principal amount of the Securities outstanding on the date
               of such report;

                    (4)  any change to the amount, interest rate, and
               maturity date of all other indebtedness owing by the
               Company, or by any other obligor on the Securities, to the
               Trustee in its individual capacity, on the date of such
               report, with a brief description of any property held as
               collateral security therefor, except any indebtedness based
               upon a creditor relationship arising in any manner described
               in paragraphs (2), (3), (4), or (6) of subsection (b) of
               Section 7.13;

                    (5)  any change to the property and funds, if any,
               physically in the possession of the Trustee as such on the
               date of such report;

                    (6)  any release, or release and substitution, of
               property subject to the lien of this Indenture (and the
               consideration thereof, if any) which it has not previously
               reported;

                    (7)  any additional issue of Securities which the
               Trustee has not previously reported; and

                    (8)  any action taken by the Trustee in the performance
               of its duties under this Indenture which it has not
               previously reported and which in its opinion materially
               affects the Securities or the Securities of any series,
               except any action in respect of a default, notice of which
               has been or is to be withheld by it in accordance with the
               provisions of Section 6.07.

                    (b)  The Trustee shall transmit by mail, first class
          postage prepaid, to the Securityholders, as their names and
          addresses appear upon the Security Register, a brief report with
          respect to the character and amount of any advances (and if the
          Trustee elects so to state, the circumstances surrounding the
          making thereof) made by the Trustee as such since the date of the
          last report transmitted pursuant to the provisions of subsection
          (a) of this Section (or if no such report has yet been so
          transmitted, since the date of execution of this Indenture), for
          the reimbursement of which it claims or may claim a lien or
          charge prior to that of the Securities of any series on property
          or funds held or collected by it as Trustee, and which it has not
          previously reported pursuant to this subsection if such advances
          remaining unpaid at any time aggregate more than 10% of the
          principal amount of Securities of such series Outstanding at such
          time, such report to be transmitted within 90 days after such
          time.

                    (c)  A copy of each such report shall, at the time of
          such transmission to Securityholders, be filed by the Trustee
          with the Company, with each stock exchange upon which any
          Securities are listed (if so listed) and also with the Securities
          and Exchange Commission.  The Company agrees to notify the
          Trustee when any Securities become listed on any stock exchange.


                                      ARTICLE 6.

                     REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                 ON EVENT OF DEFAULT

                    SECTION 6.01.    (a)  Whenever used herein with respect
          to Securities of a particular series, "Event of Default" means
          any one or more of the following events which has occurred and is
          continuing:

                    (1)  default in the payment of any installment of
               interest upon any of the Securities of such series, as and
               when the same shall become due and payable,and continuance
               of such default for a period of 30 Business Days;

                    (2)  default in the payment of the principal of (or
               premium, if any, on) any of the Securities of such series as
               and when the same shall become due and payable, whether at
               maturity, upon redemption, by declaration or otherwise, or
               in any payment required by any sinking or analogous fund
               established with respect to that series; provided, however,
               that notwithstanding the foregoing, the Company's failure to
               pay, if caused solely by a wire transfer malfunction or
               similar problem outside the Company's control, shall not be
               deemed an Event of Default;

                    (3)  failure on the part of the Company duly to observe
               or perform any other of the covenants or agreements on the
               part of the Company with respect to that series contained in
               such Securities or otherwise established with respect to
               that series of Securities pursuant to section 2.01 hereof or
               contained in this Indenture (other than a covenant or
               agreement which has been expressly included in this
               Indenture solely for the benefit of one or more series of
               Securities other than such series) for a period of 60 days
               after the date on which written notice of such failure,
               requiring the same to be remedied and stating that such
               notice is a "Notice of Default" hereunder, shall have been
               given to the Company by the Trustee, by registered or
               certified mail, or to the Company and the Trustee by the
               holders of at least 25% in principal amount of the
               Securities of that series at the time outstanding;

                    (4)  a decree or order by a court having jurisdiction
               in the premises shall have been entered adjudging the
               Company a bankrupt or insolvent, or approving as properly
               filed a petition seeking liquidation or reorganization of
               the Company under the Federal Bankruptcy Code or any other
               similar applicable Federal or State law, and such decree or
               order shall have continued unvacated and unstayed for a
               period of 90 days; or an involuntary case shall be commenced
               under such Code in respect of the Company and shall continue
               undismissed for a period of 90 days or an order for relief
               in such case shall have been entered; or a decree or order
               of a court having jurisdiction in the premises shall have
               been entered for the appointment on the ground of insolvency
               or bankruptcy of a receiver or custodian or liquidator or
               trustee or assignee in bankruptcy or insolvency of the
               Company of its property, or for the winding up or
               liquidation of its affairs and such decree or order shall
               have remained in force unvacated and unstayed for a period
               of 90 days;

                    (5)  the Company shall institute proceedings to be
               adjudicated a voluntary bankrupt, or shall consent to the
               filing of a bankruptcy proceeding against it, or shall file
               a petition or answer or consent seeking liquidation or
               reorganization under the Federal Bankruptcy Code or any
               other similar applicable Federal or State law, or shall
               consent to the filing of any such petition, or shall consent
               to the appointment on the ground of insolvency or bankruptcy
               of a receiver or custodian or liquidator or trustee or
               assignee in bankruptcy or insolvency of it or of its
               property, or shall make an assignment for the benefit of
               creditors; or

                    (6) any other Event of Default provided in the
               supplemental indenture or Board Resolution under which such
               series of Securities is issued or in the form of Security
               for such series.

                    (b)  In each and every such case, unless the principal
          of all the Securities of that series shall have already become
          due and payable, either the Trustee or the holders of not less
          than 25% in aggregate principal amount of the Securities of that
          series then Outstanding hereunder, by notice in writing to the
          Company (and to the Trustee if given by such Securityholders),
          may declare the principal of all the Securities of that series to
          be due and payable immediately, and upon any such declaration the
          same shall become and shall be immediately due and payable,
          anything contained in this Indenture or in the Securities of that
          series or established with respect to that series pursuant to
          Section 2.01 hereof to the contrary notwithstanding.

                    (c)  The provisions of Section 6.01(b), however, are
          subject to the condition that if, at any time after the principal
          of the Securities of that series shall have been so declared due
          and payable, and before any judgment or decree for the payment of
          the moneys due shall have been obtained or entered as hereinafter
          provided, the Company shall pay or shall deposit with the Trustee
          a sum sufficient to pay all matured installments of interest upon
          all the Securities of that series and the principal of (and
          premium, if any, on) any and all Securities of that series which
          shall have become due otherwise than by acceleration (with
          interest upon such principal and premium, if any, and, to the
          extent that such payment is enforceable under applicable law,
          upon overdue installments of interest, at the rate per annum
          expressed in the Securities of that series to the date of such
          payment or deposit) and the amount payable to the Trustee under
          Section 7.06, and any and all Defaults under the Indenture, other
          than the nonpayment of principal on Securities of that series
          which shall not have become due by their terms, shall have been
          remedied or waived as provided in Section 6.06 then and in every
          such case the holders of a majority in aggregate principal amount
          of the Securities of that series then Outstanding, determined in
          accordance with Section 8.04, by written notice to the Company
          and to the Trustee, may rescind and annul such declaration and
          its consequences; but no such rescission and annulment shall
          extend to or shall affect any subsequent default, or shall impair
          any right consequent thereon.
                    
                    (d)  In case the Trustee shall have proceeded to
          enforce any right with respect to Securities of that series under
          this Indenture and such proceedings shall have been discontinued
          or abandoned because of such rescission or annulment or for any
          other reason or shall have been determined adversely to the
          Trustee, then and in every such case the Company and the Trustee
          shall be restored respectively to their former positions and
          rights hereunder, and all rights, remedies and powers of the
          Company and the Trustee shall continue as though no such
          proceedings had been taken.

                    SECTION 6.02.    (a)  The Company covenants that (1) in
          case default shall be made in the payment of any installment of
          interest on any of the Securities of a series, or any payment
          required by any sinking or analogous fund established with
          respect to that series as and when the same shall become due and
          payable, and such default shall have continued for a period of 30
          Business Days, or (2) in case default shall be made in the
          payment of the principal of (or premium, if any, on) any of the
          Securities of a series when the same shall have become due and
          payable, whether upon maturity of the Securities of a series or
          upon redemption or upon declaration or otherwise -- then, upon
          demand of the Trustee, the Company will pay to the Trustee, for
          the benefit of the holders of the Securities of that series, the
          whole amount that then shall have become due and payable on all
          Securities of such series for principal (and premium, if any) or
          interest, or both, as the case may be, with interest upon the
          overdue principal (and premium, if any) and (to the extent that
          payment of such interest is enforceable under applicable law)
          upon overdue installments of interest at the rate per annum
          expressed in the Securities of that series; and, in addition,
          thereto, such further amount as shall be sufficient to cover the
          costs and expenses of collection, and the amount payable to the
          Trustee under Section 7.06.

                    (b)  In the case the Company shall fail forthwith to
          pay such amounts upon such demand, the Trustee, in its own name
          and as trustee of an express trust, shall be entitled and
          empowered to institute any action or proceedings at law or in
          equity for the collection of the sums so due and unpaid, and may
          prosecute any such action or proceeding to judgment or final
          decree, and may enforce any such judgment or final decree against
          the Company or other obligor upon the Securities of that series
          and collect in the manner provided by law out of the property of
          the Company or other obligor upon the Securities of that series
          wherever situated the moneys adjudged or decreed to be payable.

                    (c)  In case of any receivership, insolvency,
          liquidation, bankruptcy, reorganization, readjustment,
          arrangement, composition or other judicial proceedings affecting
          the Company, any other obligor on such Securities, or the
          creditors or property of either, the Trustee shall have power to
          intervene in such proceedings and take any action therein that
          may be permitted by the court and shall (except as may be
          otherwise provided by law) be entitled to file such proofs of
          claim and other papers and documents as may be necessary or
          advisable in order to have the claims of the Trustee and of the
          holders of Securities of such series allowed for the entire
          amount due and payable by the Company or such other obligor under
          the Indenture at the date of institution of such proceedings and
          for any additional amount which may become due and payable by the
          Company or such other obligor after such date, and to collect and
          receive any moneys or other property payable or deliverable on
          any such claim, and to distribute the same after the deduction of
          the amount payable to the Trustee under Section 7.06; and any
          receiver, assignee or trustee in bankruptcy or reorganization is
          hereby authorized by each of the holders of Securities of such
          series to make such payments to the Trustee, and, in the event
          that the Trustee shall consent to the making of such payments
          directly to such Securityholders, to pay to the Trustee any
          amount due it under Section 7.06.

                    (d)  All rights of action and of asserting claims under
          this Indenture, or under any of the terms established with
          respect to Securities of that series, may be enforced by the
          Trustee without the possession of any such Securities, or the
          production thereof at any trial or other proceeding relative
          thereto, and any such suit or proceeding instituted by the
          Trustee shall be brought in its own name as trustee of an express
          trust, and any recovery of judgment shall, after provision for
          payment to the Trustee of any amounts due under Section 7.06, be
          for the ratable benefit of the holders of the Securities of such
          series.

                    In case of an Event of Default hereunder the Trustee
          may in its discretion proceed to protect and enforce the rights
          vested in it by this Indenture by such appropriate judicial
          proceedings as the Trustee shall deem most effectual to protect
          and enforce any of such rights, either at law or in equity or in
          bankruptcy or otherwise, whether for the specific enforcement of
          any covenant or agreement contained in the Indenture or in aid of
          the exercise of any power granted in this Indenture, or to
          enforce any other legal or equitable right vested in the Trustee
          by this Indenture or by law.

                    Nothing herein contained shall be deemed to authorize
          the Trustee to authorize or consent to or accept or adopt on
          behalf of any Securityholder any plan of reorganization,
          arrangement, adjustment or composition affecting the Securities
          of that series or the rights of any holder thereof or to
          authorize the Trustee to vote in respect of the claim of any
          Securityholder in any such proceeding.

                    SECTION 6.03.    Any moneys collected by the Trustee
          pursuant to Section 6.02 with respect to a particular series of
          Securities shall be applied in the order following, at the date
          or dates fixed by the Trustee and, in case of the distribution of
          such moneys on account of principal (or premium, if any) or
          interest, upon presentation of the several Securities of that
          series, and stamping thereon the payment, if only partially paid,
          and upon surrender thereof if fully paid:

               FIRST:  To the payment of costs and expenses of collection
               and of all amounts payable to the Trustee under Section
               7.06;

               SECOND:  To the payment of the amounts then due and unpaid
               upon Securities of such series for principal (and premium,
               if any) and interest, in respect of which or for the benefit
               of which such money has been collected, ratably, without
               preference or priority of any kind, according to the amounts
               due and payable on such Securities for principal (and
               premium, if any) and interest, respectively; and

               THIRD:  To the payment of any surplus then remaining to the
               Company, or its successors and assigns, or to whomsoever may
               be lawfully entitled thereto.

                    SECTION 6.04.    No holder of any Security of any series
          shall have any right by virtue or by availing of any provision of
          this Indenture to institute any suit, action or proceeding in
          equity or at law upon or under or with respect to this Indenture
          or for the appointment of a receiver or trustee, or for any other
          remedy hereunder, unless such holder previously shall have given
          to the Trustee written notice of an Event of Default and of the
          continuance thereof with respect to Securities of such series
          specifying such Event of Default, as hereinbefore provided, and
          unless also the holders of not less than 25% in aggregate
          principal amount of the Securities of such series then
          Outstanding, determined in accordance with Section 8.04, shall
          have made written request upon the Trustee to institute such
          action, suit or proceeding in its own name as trustee hereunder
          and shall have offered to the Trustee such reasonable indemnity
          as it may require against the costs, expenses and liabilities to
          be incurred therein or thereby, and the Trustee for 60 days after
          its receipt of such notice, request and offer of indemnity, shall
          have failed to institute any such action, suit or proceeding and
          the Trustee shall not have received any direction inconsistent
          with such written notice during such 60-day period by the holders
          of not less than a majority in aggregate principal amount of the
          Securities of such series then Outstanding; it being understood
          and intended, and being expressly covenanted by the taker and
          holder of every Security of such series with every other such
          taker and holder and the Trustee, that no one or more holders of
          Securities of such series shall have any right in any manner
          whatsoever by virtue or by availing of any provision of this
          Indenture to affect, disturb or prejudice the rights of the
          holders of any other of such Securities, or to obtain or seek to
          obtain priority over or preference to any other such holder, or
          to enforce any right under this Indenture, except in the manner
          herein provided and for the equal, ratable and common benefit of
          all holders of Securities of such series.  For the protection and
          enforcement of the provisions of this Section, each and every
          Securityholder and the Trustee shall be entitled to such relief
          as can be given either at law or in equity.

                    Notwithstanding any other provisions of this Indenture,
          however, the right of any holder of any Security to receive
          payment of the principal of (and premium, if any) and interest on
          such Security, as therein provided, on or after the respective
          due dates expressed in such Security (or in the case of
          redemption, on the redemption date), or to institute suit for the
          enforcement of any such payment on or after such respective dates
          or redemption date, shall not be impaired or affected without the
          consent of such holder.

                    SECTION 6.05.    (a)  All powers and remedies given by
          this Article to the Trustee or to the Securityholders shall, to
          the extent permitted by law, be deemed cumulative and not
          exclusive of any others thereof or of any other powers and
          remedies available to the Trustee or the holders of the
          Securities, by judicial proceedings or otherwise, to enforce the
          performance or observance of the covenants and agreements
          contained in this Indenture or otherwise established with respect
          to such Securities.

                    (b)  No delay or omission of the Trustee or of any
          holder of any of the Securities to exercise any right or power
          accruing upon any Event of Default occurring and continuing as
          aforesaid shall impair any such right or power, or shall be
          construed to be a waiver of any such default or an acquiescence
          therein; and, subject to the provisions of Section 6.04, every
          power and remedy given by this Article or by law to the Trustee
          or to the Securityholders may be exercised from time to time, and
          as often as shall be deemed expedient, by the Trustee or by the
          Securityholders.

                    SECTION 6.06.    The holders of a majority in aggregate
          principal amount of the Securities of any series at the time
          Outstanding, determined in accordance with Section 8.04, shall
          have the right to direct the time, method and place of conducting
          any proceeding for any remedy available to the Trustee, or
          exercising any trust or power conferred on the Trustee with
          respect to such series; provided, however, that such direction
          shall not be in conflict with any rule of law or with this
          Indenture, as determined by the Trustee, or unduly prejudicial to
          the rights of holders of Securities of any other series at the
          time Outstanding, determined in accordance with Section 8.04, not
          parties thereto.  Subject to the provisions of Section 7.01, the
          Trustee shall have the right to decline to follow any such
          direction if the Trustee in good faith shall, by a responsible
          officer or officers of the Trustee, determine that the proceeding
          so directed would involve the Trustee in personal liability.  The
          holders of a majority in aggregate principal amount of the
          Securities of any series at the time Outstanding, determined in
          accordance with Section 8.04, may on behalf of the holders of all
          of the Securities of that series waive any past default in the
          performance of any of the covenants contained herein or
          established pursuant to Section 2.01 with respect to such series
          and its consequences, except a default in the payment of the
          principal of, or premium, if any, or interest on, any of the
          Securities of that series as and when the same shall become due
          by the terms of such Securities or a call for redemption of
          Securities of that series.  Upon any such waiver, the default
          covered thereby shall be deemed to be cured and to cease to exist
          for all purposes of this Indenture and the Company, the Trustee
          and the holders of the Securities of that series shall be
          restored to their former positions and rights hereunder,
          respectively; but no such waiver shall extend to any subsequent
          or other default or impair any right consequent thereon.


                    SECTION 6.07.    The Trustee shall, within 90 days after
          the occurrence of a default with respect to a particular series,
          transmit by mail, first class postage prepaid, to the holders of
          Securities of that series, as their names and addresses appear
          upon the Security Register, notice of all defaults with respect
          to that series known to the Trustee, unless such defaults shall
          have been cured before the giving of such notice (the term
          "defaults" for the purposes of this Section being hereby defined
          to be the events specified in subsections (1), (2), (3), (4), (5)
          and (6) of Section 6.01(a), not including any periods of grace
          provided for therein and irrespective of the giving of notice
          provided for by subsection (3) of Section 6.01(a)); provided,
          that, except in the case of default in the payment of the
          principal of (or premium, if any) or interest on any of the
          Securities of that series or in the payment of any sinking fund
          installment established with respect to that series, the Trustee
          shall be protected in withholding such notice if and so long as
          the board of directors, the executive committee, or a trust
          committee of directors and/or responsible officers, of the
          Trustee in good faith determine that the withholding of such
          notice is in the interests of the Securityholders of Securities
          of that series; provided further, that in the case of any default
          of the character specified in Section 6.01(a)(3) with respect to
          Securities of such series no such notice to the holders of the
          Securities of that series shall be given until at least 30 days
          after the occurrence thereof.

                    The Trustee shall not be deemed to have knowledge of
          any default, except (i) a default under subsections (a)(1) or
          (a)(2) of Section 6.01 as long as the Trustee is acting as paying
          agent for such series of Securities or (ii) any default as to
          which the Trustee shall have received written notice or a
          Responsible Officer charged with the administration of this
          Indenture shall have obtained actual knowledge.

                    SECTION 6.08.    All parties to this Indenture agree, and
          each holder of any Securities by his or her acceptance thereof
          shall be deemed to have agreed, that any court may in its
          discretion require, in any suit for the enforcement of any right
          or remedy under this Indenture, or in any suit against the
          Trustee for any action taken or omitted by it as Trustee, the
          filing by any party litigant in such suit of an undertaking to
          pay the costs of such suit, and that such court may in its
          discretion assess reasonable costs, including reasonable
          attorneys' fees, against any party litigant in such suit, having
          due regard to the merits and good faith of the claims or defenses
          made by such party litigant; but the provisions of this Section
          shall not apply to any suit instituted by the Trustee, to any
          suit instituted by any Securityholder, or group of
          Securityholders, holding more than 10% in aggregate principal
          amount of the Outstanding Securities of any series, or to any
          suit instituted by any Securityholder for the enforcement of the
          payment of the principal of (or premium, if any) or interest on
          any Security of such series, on or after the respective due dates
          expressed in such Security or established pursuant to this
          Indenture.


                                      ARTICLE 7.

                                CONCERNING THE TRUSTEE

                    SECTION 7.01.    (a)  The Trustee, prior to the
          occurrence of an Event of Default with respect to Securities of a
          series and after the curing of all Events of Default with respect
          to Securities of that series which may have occurred, shall
          undertake to perform with respect to Securities of such series
          such duties and only such duties as are specifically set forth in
          this Indenture, and no implied covenants shall be read into this
          Indenture against the Trustee.  In case an Event of Default with
          respect to Securities of a series has occurred (which has not
          been cured or waived), the Trustee shall exercise with respect to
          Securities of that series such of the rights and powers vested in
          it by this Indenture, and use the same degree of care and skill
          in their exercise, as a prudent person would exercise or use
          under the circumstances in the conduct of such person's own
          affairs.

                    (b)  No provision of this Indenture shall be construed
          to relieve the Trustee from liability for its own negligent
          action, its own negligent failure to act, or its own willful
          misconduct, except that

                    (1)  prior to the occurrence of an Event of Default
               with respect to Securities of a series and after the curing
               or waiving of all such Events of Default with respect to
               that series which may have occurred:

                         (i)  the duties and obligations of the Trustee
                    shall with respect to Securities of such series be
                    determined solely by the express provisions of this
                    Indenture, and the Trustee shall not be liable with
                    respect to Securities of such series except for the
                    performance of such duties and obligations as are
                    specifically set forth in this Indenture, and no
                    implied covenants or obligations shall be read into
                    this Indenture against that Trustee; and

                         (ii)  in the absence of bad faith on the part of
                    the Trustee, the Trustee may with respect to Securities
                    of such series conclusively rely, as to the truth of
                    the statements and the correctness of the opinions
                    expressed therein, upon any certificates or opinions
                    furnished to the Trustee and conforming to the
                    requirements of this Indenture; but in the case of any
                    such certificates or opinions which by any provision
                    hereof are specifically required to be furnished to the
                    Trustee, the Trustee shall be under a duty to examine
                    the same to determine whether or not they conform to
                    the requirements of this Indenture;

                    (2)  the Trustee shall not be liable for any error of
               judgment made in good faith by a Responsible Officer or
               responsible officers of the Trustee, unless it shall be
               proved that the Trustee was negligent in ascertaining the
               pertinent facts;

                    (3)  the Trustee shall not be liable with respect to
               any action taken or omitted to be taken by it in good faith
               in accordance with the direction of the holders of not less
               than a majority in principal amount of the Securities of any
               series at the time Outstanding relating to the time, method
               and place of conducting any proceeding for any remedy
               available to the Trustee, or exercising any trust or power
               conferred upon the Trustee under this Indenture with respect
               to the Securities of that series; and

                    (4)  None of the provisions contained in this Indenture
               shall require the Trustee to expend or risk its own funds or
               otherwise incur personal financial liability in the
               performance of any of its duties or in the exercise of any
               of its rights or powers, if there is reasonable ground for
               believing that the repayment of such funds or liability is
               not reasonably assured to it under the terms of this
               Indenture or adequate indemnity against such risk is not
               reasonably assured to it.

                    SECTION 7.02.    Except as otherwise provided in
          Section 7.01:

                    (a)  The Trustee may rely and shall be protected in
          acting or refraining from acting upon any resolution,
          certificate, statement, instrument, opinion, report, notice,
          request, consent, order, approval, bond, security or other paper
          or document believed by it to be genuine and to have been signed
          or presented by the proper party or parties;
                    
                    (b)  Any request, direction, order or demand of the
          Company mentioned herein shall be sufficiently evidenced by a
          Board Resolution or an instrument signed in the name of the
          Company by the President or the Chief Financial Officer and by
          the Secretary or an Assistant Secretary or the Treasurer or an
          Assistant Treasurer (unless other evidence in respect thereof is
          specifically prescribed herein);

                    (c)  The Trustee may consult with counsel and the
          written advice of such counsel or any Opinion of Counsel shall be
          full and complete authorization and protection in respect of any
          action taken or suffered or omitted hereunder in good faith and
          in reliance thereon;

                    (d)  The Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this
          Indenture at the request, order or direction of any of the
          Securityholders, pursuant to the provisions of this Indenture,
          unless such Securityholders shall have offered to the Trustee
          reasonable security or indemnity against the costs, expenses and
          liabilities which may be incurred herein or thereby; nothing
          herein contained shall, however, relieve the Trustee of the
          obligation, upon the occurrence of an Event of Default with
          respect to a series of the Securities (which has not been cured
          or waived) to exercise with respect to Securities of that series
          such of the rights and powers vested in it by this Indenture, and
          to use the same degree of care and skill in their exercise, as a
          prudent man would exercise or use under the circumstances in the
          conduct of his own affairs;

                    (e)  The Trustee shall not be liable for any action
          taken or omitted to be taken by it in good faith and believed by
          it to be authorized or within the discretion or rights or powers
          conferred upon it by this Indenture;

                    (f)  The Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice,
          request, consent, order, approval, bond, security, or other
          papers or documents, unless requested in writing so to do by the
          holders of not less than a majority in principal amount of the
          Outstanding Securities of the particular series affected thereby
          (determined as provided in Section 8.04); provided, however, that
          if the payment within a reasonable time to the Trustee of the
          costs, expenses or liabilities likely to be incurred by it in the
          making of such investigation is, in the opinion of the Trustee,
          not reasonably assured to the Trustee by the security afforded to
          it by the terms of this Indenture, the Trustee may require
          reasonable indemnity against such costs, expenses or liabilities
          as a condition to so proceeding.  The reasonable expense of every
          such examination shall be paid by the Company or, if paid by the
          Trustee, shall be repaid by the Company upon demand; and

                    (g)  The Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly
          or by or through agents or attorneys and the Trustee shall not be
          responsible for any misconduct or negligence on the part of any
          agent or attorney appointed with due care by it hereunder.

                    SECTION 7.03.    (a)  The recitals contained herein and
          in the Securities (other than the Certificate of Authentication
          on the Securities) shall be taken as the statements of the
          Company, and the Trustee assumes no responsibility for the
          correctness of the same.

                    (b)  The Trustee makes no representations as to the
          validity or sufficiency of this Indenture or of the Securities.

                    (c)  The Trustee shall not be accountable for the use
          by the Company of any of the Securities or the use or application
          by the Company of the proceeds of such Securities, or for the use
          or application of any moneys paid over by the Trustee in
          accordance with any provision of this Indenture or established
          pursuant to Section 2.01, or for the use or application of any
          moneys received by any paying agent other than the Trustee.

                    SECTION 7.04.    The Trustee or any paying agent or
          Security Registrar, in its individual or any other capacity, may
          become the owner or pledgee of Securities with the same rights it
          would have if it were not Trustee, paying agent or Security
          Registrar.

                    SECTION 7.05.    Subject to the provisions of Section
          11.05, all moneys received by the Trustee shall, until used or
          applied as herein provided, be held in trust for the purposes for
          which they were received, but need not be segregated from other
          funds except to the extent required by law.  The Trustee shall be
          under no liability for interest on any moneys received by it
          hereunder except such as it may agree with the Company to pay
          thereon.

                    SECTION 7.06.    (a)  The Company covenants and agrees to
          pay to the Trustee from time to time, and the Trustee shall be
          entitled to, reasonable compensation (which shall not be limited
          by any provision of law in regard to the compensation of a
          trustee of an express trust) for all services rendered by it in
          the execution of the trusts hereby created and in the exercise
          and performance of any of the powers and duties hereunder of the
          Trustee, and the Company will pay or reimburse the Trustee upon
          its request for all reasonable expenses, disbursements and
          advances incurred or made by the Trustee in accordance with any
          of the provisions of this Indenture (including the reasonable
          compensation and the expenses and disbursements of its counsel
          (including in-house counsel) and of all persons not regularly in
          its employ) except any such expense, disbursement or advance as
          may arise from its negligence or bad faith.  The Company also
          covenants to indemnify the Trustee (and its officers, agents,
          directors and employees) for, and to hold it harmless against,
          any loss, liability or expense incurred without negligence or bad
          faith on the part of the Trustee and arising out of or in
          connection with the acceptance or administration of this trust,
          including the costs and expenses of defending itself against any
          claim of liability in the premises.

                    (b)  The obligations of the Company under this Section
          to compensate and indemnify the Trustee and to pay or reimburse
          the Trustee for expenses, disbursements and advances shall
          constitute additional indebtedness hereunder.  Such additional
          indebtedness shall be secured by a lien prior to that of the
          Securities upon all property and funds held or collected by the
          Trustee as such, except funds held in trust for the benefit of
          the holders of particular Securities.

                    SECTION 7.07.    Except as otherwise provided in Section
          7.01, whenever in the administration of the provisions of this
          Indenture the Trustee shall deem it necessary or desirable that a
          matter be proved or established prior to taking or suffering or
          omitting to take any action hereunder, such matter (unless other
          evidence in respect thereof be herein specifically prescribed)
          may, in the absence of negligence or bad faith on the part of the
          Trustee, be deemed to be conclusively proved and established by
          an Officers' Certificate delivered to the Trustee and such
          certificate, in the absence of negligence or bad faith on the
          part of the Trustee, shall be full warrant to the Trustee for any
          action taken, suffered or omitted to be taken by it under the
          provisions of this Indenture upon the faith thereof.

                    SECTION 7.08.    The Trustee shall be disqualified only
          where such disqualification is required by Section 310(b) of the
          Trust Indenture Act.

                    SECTION 7.09.  There shall at all times be a Trustee
          with respect to the Securities issued hereunder which shall at
          all times be a corporation organized and doing business under the
          laws of the United States of America or any State or Territory
          thereof or of the District of Columbia, or a corporation or other
          person permitted to act as trustee by the Securities and Exchange
          Commission, authorized under such laws to exercise corporate
          trust powers, having a combined capital and surplus of at least
          $10 million, and subject to supervision or examination by
          Federal, State, Territorial, or District of Columbia authority.
          If such corporation publishes reports of condition at least
          annually, pursuant to law or to the requirements of the aforesaid
          supervising or examining authority, then for the purposes of this
          Section, the combined capital and surplus of such corporation
          shall be deemed to be its combined capital and surplus as set
          forth in its most recent report of condition so published.  The
          Company may not, nor may any person directly or indirectly
          controlling, controlled by, or under common control with the
          Company, serve as Trustee.  In case at any time the Trustee shall
          cease to be eligible in accordance with the provisions of this
          Section, the Trustee shall resign immediately in the manner and
          with the effect specified in Section 7.10.

                    SECTION 7.10.  (a)  The Trustee or any successor
          hereafter appointed, may at any time resign with respect to the
          Securities of one or more series by giving written notice thereof
          to the Company and by transmitting notice of resignation by mail,
          first class postage prepaid, to the Securityholders of such
          series, as their names and addresses appear upon the Security
          Register.  Upon receiving such notice of resignation, the Company
          shall promptly appoint a successor trustee with respect to
          Securities of such series by written instrument, in duplicate,
          executed by order of the Board of Directors, one copy of which
          instrument shall be delivered to the resigning Trustee and one
          copy to the successor trustee.  If no successor trustee shall
          have been so appointed and have accepted appointment within 30
          days after the mailing of such notice of resignation, the
          resigning Trustee may petition any court of competent
          jurisdiction for the appointment of a successor trustee with
          respect to Securities of such series, or any Securityholder of
          that series who has been a bona fide holder of a Security or
          Securities for at least six months may, subject to the provisions
          of Section 6.08, on behalf of himself and all others similarly
          situated, petition any such court for the appointment of a
          successor trustee.  Such court may thereupon after such notice,
          if any, as it may deem proper and prescribe, appoint a successor
          trustee.

                    (b)  In case at any time any of the following shall
          occur--
                         the Trustee shall fail to comply with the
               provisions of subsection (a) of Section 310 of the Trust
               Indenture Act after written request therefor by the Company
               or by any Securityholder who has been a bona fide holder of
               a Security or Securities for at least six months, or

                         the Trustee shall cease to be eligible in
               accordance with the provisions of Section 7.09 and shall
               fail to resign after written request therefor by the Company
               or by any such Securityholder of Securities, or

                         the Trustee shall become incapable of acting, or
               shall be adjudged a bankrupt or insolvent, or a receiver of
               the Trustee or of its property shall be appointed, or any
               public officer shall take charge or control of the Trustee
               or of its property or affairs for the purpose of
               rehabilitation, conservation or liquidation,

          then, in any such case, the Company may remove the Trustee with
          respect to all Securities and appoint a successor trustee by
          written instrument, in duplicate, executed by order of the Board
          of Directors, one copy of which instrument shall be delivered to
          the Trustee so removed and one copy to the successor trustee, or,
          subject to the provisions of Section 7.08, unless the Trustee's
          duty to resign is stayed as provided herein, any Securityholder
          who has been a bona fide holder of a Security or Securities for
          at least six months may, on behalf of himself and all others
          similarly situated, petition any court of competent jurisdiction
          for the removal of the Trustee and the appointment of a successor
          trustee.  Such court may thereupon after such notice, if any, as
          it may deem proper and prescribe, remove the Trustee and appoint
          a successor trustee.

                    (c)  The holders of a majority in aggregate principal
          amount of the Securities of any series at the time Outstanding
          may at any time remove the Trustee with respect to such series
          and appoint a successor trustee.

                    (d)  Any resignation or removal of the Trustee and
          appointment of a successor trustee with respect to the Securities
          of a series pursuant to any of the provisions of this Section
          shall become effective upon acceptance of appointment by the
          successor trustee as provided in Section 7.11.

                    (e)  Any successor trustee appointed pursuant to this
          Section may be appointed with respect to the Securities of one or
          more series or all of such series, and at any time there shall be
          only one Trustee with respect to the Securities of any particular
          series.

                    SECTION 7.11.  (a)  In case of the appointment
          hereunder of a successor trustee with respect to all Securities,
          every such successor trustee so appointed shall execute,
          acknowledge and deliver to the Company and to the retiring
          Trustee an instrument accepting such appointment, and thereupon
          the resignation or removal of the retiring Trustee shall become
          effective and such successor trustee, without any further act,
          deed or conveyance, shall become vested with all the rights,
          powers, trusts and duties of the retiring Trustee; but, on the
          request of the Company or the successor trustee, such retiring
          Trustee shall, upon payment of its charges, execute and deliver
          an instrument transferring to such successor trustee all the
          rights, powers, and trusts of the retiring Trustee and shall duly
          assign, transfer and deliver to such successor trustee all
          property and money held by such retiring Trustee hereunder.

                    (b)  In case of the appointment hereunder of a
          successor trustee with respect to the Securities of one or more
          (but not all) series, the Company, the retiring Trustee and each
          successor trustee with respect to the Securities of one or more
          series shall execute and deliver an indenture supplemental hereto
          wherein each successor trustee shall accept such appointment and
          which (1) shall contain such provisions as shall be necessary or
          desirable to transfer and confirm to, and to vest in, each
          successor trustee all the rights, powers, trusts and duties of
          the retiring Trustee with respect to the Securities of that or
          those series to which the appointment of such successor trustee
          relates, (2) shall contain such provisions as shall be deemed
          necessary or desirable to confirm that all the rights, powers,
          trusts and duties of the retiring Trustee with respect to the
          Securities of that or those series as to which the retiring
          Trustee is not retiring shall continue to be vested in the
          retiring Trustee, and (3) shall add to or change any of the
          provisions of this Indenture as shall be necessary to provide for
          or facilitate the administration of the trusts hereunder by more
          than one Trustee, it being understood that nothing herein or in
          such supplemental indenture shall constitute such Trustees co-
          trustees of the same trust, that each such Trustee shall be
          trustee of a trust or trusts hereunder separate and apart from
          any trust or trusts hereunder administered by any other such
          Trustee and that no Trustee shall be responsible for any act or
          failure to act on the part of any other Trustee hereunder; and
          upon the execution and delivery of such supplemental indenture
          the resignation or removal of the retiring Trustee shall become
          effective to the extent provided therein, such retiring Trustee
          shall with respect to the Securities of that or those series to
          which the appointment of such successor trustee relates have no
          further responsibility for the exercise of rights and powers or
          for the performance of the duties and obligations vested in the
          Trustee under this Indenture, and each such successor trustee,
          without any further act, deed or conveyance, shall become vested
          with all the rights, powers, trusts and duties of the retiring
          Trustee with respect to the Securities of that or those series to
          which the appointment of such successor trustee relates; but, on
          request of the Company or any successor trustee, such retiring
          Trustee shall duly assign, transfer and deliver to such successor
          trustee, to the extent contemplated by such supplemental
          indenture, the property and money held by such retiring Trustee
          hereunder with respect to the Securities of that or those series
          to which the appointment of such successor trustee relates.

                    (c)  Upon request of any such successor trustee, the
          Company shall execute any and all instruments for more fully and
          certainly vesting in and confirming to such successor trustee all
          such rights, powers and trusts referred to in paragraph (a) or
          (b) of this Section, as the case may be.

                    (d)  No successor trustee shall accept its appointment
          unless at the time of such acceptance such successor trustee
          shall be qualified and eligible under this Article.

                    (e)  Upon acceptance of appointment by a successor
          trustee as provided in this Section, the Company shall transmit
          notice of the succession of such trustee hereunder by mail, first
          class postage prepaid, to the Securityholders, as their names and
          addresses appear upon the Security Register.  If the Company
          fails to transmit such notice within ten days after acceptance of
          appointment by the successor trustee, the successor trustee shall
          cause such notice to be transmitted at the expense of the
          Company.

                    SECTION 7.12.  Any corporation into which the Trustee
          may be merged or converted or with which it may be consolidated,
          or any corporation resulting from any merger, conversion or
          consolidation to which the Trustee shall be a party, or any
          corporation succeeding to the corporate trust business of the
          Trustee, shall be the successor of the Trustee hereunder,
          provided such corporation shall be qualified under the provisions
          of Section 7.08 and eligible under the provisions of Section
          7.09, without the execution or filing of any paper or any further
          act on the part of any of the parties hereto, anything herein to
          the contrary notwithstanding.  In case any Securities shall have
          been authenticated, but not delivered, by the Trustee then in
          office, any successor by merger, conversion or consolidation to
          such authenticating Trustee may adopt such authentication and
          deliver the Securities so authenticated with the same effect as
          if such successor Trustee had itself authenticated such
          securities.

                    SECTION 7.13.  (a)  Subject to the provisions of
          subsection (b) of this Section, if the Trustee shall be or shall
          become a creditor, directly or indirectly, secured or unsecured,
          of the Company within three months prior to a default, as defined
          in subsection (c) of this Section, or subsequent to such a
          default, then, unless and until such default shall be cured, the
          Trustee shall set apart and hold in a special account for the
          benefit of the Trustee individually, the holders of the
          Securities and the holders of other indenture securities (as
          defined in subsection (c) of this Section)

                    (1)  an amount equal to any and all reductions in the
               amount due and owing upon any claim as such creditor in
               respect of principal or interest, effected after the
               beginning of such three months' period and valid as against
               the Company and its other creditors, except any such
               reduction resulting from the receipt or disposition of any
               property described in paragraph (2) of this subsection, or
               from the exercise of any right of set-off which the Trustee
               could have exercised if a petition in bankruptcy had been
               filed by or against the Company upon the date of such
               default; and

                    (2)  all property received by the Trustee in respect of
               any claim as such creditor, either as security therefor, or
               in satisfaction or composition thereof, or otherwise, after
               the beginning of such three months' period, or an amount
               equal to the proceeds of any such property, if disposed of,
               subject, however, to the rights, if any, of the Company and
               its other creditors in such property or such proceeds.

                    Nothing herein contained, however, shall affect the
          right of the Trustee

                    (A)  to retain for its own account (i) payments made on
               account of any such claim by any person (other than the
               Company) who is liable thereon, and (ii) the proceeds of the
               bona fide sale of any such claim by the Trustee to a third
               person, and (iii) distributions made in cash, securities, or
               other property in respect of claims filed against the
               Company in bankruptcy or receivership or in a case for
               reorganization pursuant to the Federal Bankruptcy Code or
               applicable State law;

                    (B)  to realize, for its own account, upon any property
               held by it as security for any such claim, if such property
               was so held prior to the beginning of such three months'
               period;

                    (C)  to realize, for its own account, but only to the
               extent of the claim hereinafter mentioned, upon any property
               held by it as security for any such claim, if such claim was
               created after the beginning of such three months' period and
               such property was received as security therefor
               simultaneously with the creation thereof, and if the Trustee
               shall sustain the burden of proving that at the time such
               property was so received the Trustee had no reasonable cause
               to believe that a default, as defined in subsection (c) of
               this Section, would occur within three months; or

                    (D)  to receive payment on any claim referred to in
               paragraph (B) or (C), against the release of any property
               held as security for such claim as provided in such
               paragraph (B) or (C), as the case may be, to the extent of
               the fair value of such property.

                    For the purposes of paragraphs (B), (C) and (D),
          property substituted after the beginning of such three months'
          period for property held as security at the time of such
          substitution shall, to the extent of the fair value of the
          property released, have the same status as the property released,
          and, to the extent that any claim referred to in any of such
          paragraphs is created in renewal of or in substitution for or for
          the purpose of repaying or refunding any pre-existing claim of
          the Trustee as such creditor, such claim shall have the same
          status as such pre-existing claim.

                    If the Trustee shall be required to account, the funds
          and property held in such special account and the proceeds
          thereof shall be apportioned between the Trustee, the
          Securityholders and the holders of other indenture securities in
          such manner that the Trustee, the Securityholders and the holders
          of other indenture securities realize, as a result of payments
          from such special account and payments of dividends on claims
          filed against the Company in bankruptcy or receivership or in a
          case for reorganization pursuant to the Federal Bankruptcy Code
          or applicable State law, the same percentage of their respective
          claims, figured before crediting to the claim of the Trustee
          anything on account of the receipt by it from the Company of the
          funds and property in such special account and before crediting
          to the respective claims of the Trustee, the Securityholders and
          the holders of other indenture securities dividends on claims
          filed against the Company in bankruptcy or receivership or in a
          case for reorganization pursuant to the Federal Bankruptcy Code
          or applicable State law, but after crediting thereon receipts on
          account of the indebtedness represented by their respective
          claims from all sources other than from such dividends and from
          the funds and property so held in such special account.  As used
          in this paragraph, with respect to any claim, the term
          "dividends" shall include any distribution with respect to such
          claim in bankruptcy or receivership or in a case for
          reorganization pursuant to the Federal Bankruptcy Code or
          applicable State law, whether such distribution is made in cash,
          securities, or other property, but shall not include any such
          distribution with respect to the secured portion, if any, of such
          claim.  The court in which such bankruptcy, receivership or  case
          for reorganization is pending shall have jurisdiction (i) to
          apportion between the Trustee, the Securityholders and the
          holders of other indenture securities, in accordance with the
          provisions of this paragraph, the funds and property held in such
          special account and the proceeds thereof, or (ii) in lieu of such
          apportionment, in whole or in part, to give to the provisions of
          this paragraph due consideration in determining the fairness of
          the distributions to be made to the Trustee, the Securityholders
          and the holders of other indenture securities with respect to
          their respective claims, in which event it shall not be necessary
          to liquidate or to appraise the value of any securities or other
          property held in such special account or as security for any such
          claim, or to make a specific allocation of such distributions as
          between the secured and unsecured portions of such claims, or
          otherwise to apply the provisions of this paragraph as a
          mathematical formula.

                    Any Trustee who has resigned or been removed after the
          beginning of such three months' period shall be subject to the
          provisions of this subsection (a) as though such resignation or
          removal had not occurred.  If any Trustee has resigned or been
          removed prior to the beginning of such three months' period, it
          shall be subject to the provisions of this subsection (a) if and
          only if the following conditions exist:

                              (i)  the receipt of property or reduction of
               claim which would have given rise to the obligation to
               account, if such Trustee had continued as trustee, occurred
               after the beginning of such three months' period; and

                              (ii) such receipt of property or reduction of
               claim occurred within three months after such resignation or
               removal.

                    (b)  There shall be excluded from the operation of
          subsection (a) of this Section a creditor relationship arising
          from

                    (1)  the ownership or acquisition of securities issued
               under any indenture, or any security or securities having a
               maturity of one year or more at the time of acquisition by
               the Trustee;

                    (2)  advances authorized by a receivership or
               bankruptcy court of competent jurisdiction, or by this
               Indenture, for the purpose of preserving any property other
               than cash which shall at any time be subject to the lien, if
               any, of this Indenture or of discharging tax liens or other
               prior liens or encumbrances thereon, if notice of such
               advance and of the circumstances surrounding the making
               thereof is given to the Securityholders at the time and in
               the manner provided in this Indenture;

                    (3)  disbursements made in the ordinary course of
               business in the capacity of trustee under an indenture,
               transfer agent, registrar, custodian, paying agent,
               subscription agent, fiscal agent or depositary, or other
               similar capacity;

                    (4)  an indebtedness created as a result of services
               rendered or premises rented; or an indebtedness created as a
               result of goods or securities sold in a cash transaction as
               defined in subsection (c) of this Section;

                    (5)  the ownership of stock or of other securities of a
               Company organized under the provisions of Section 25(a) of
               the Federal Reserve Act, as amended, which is directly or
               indirectly a creditor of the Company; or

                    (6)  the acquisition, ownership, acceptance or
               negotiation of any drafts, bills of exchange, acceptances or
               obligations which fall within the classification of self-
               liquidating paper as defined in subsection (c) of this
               Section.

                    (c)  As used in this Section:

                    (1)  The term "default" shall mean any failure to make
               payment in full of the principal of (or premium, if any) or
               interest upon any of the Securities or upon the other
               indenture securities when and as such principal (or premium,
               if any) or interest becomes due and payable.

                    (2)  The term "other indenture securities" shall mean
               securities upon which the Company is an obligor (as defined
               in the Trust Indenture Act of 1939, as amended) outstanding
               under any other indenture (A) under which the Trustee is
               also trustee, (B) which contains provisions substantially
               similar to the provisions of subsection (a) of this Section,
               and (C) under which a default exists at the time of the
               apportionment of the funds and property held in said special
               account.
                    (3)  The term "cash transaction" shall mean any
               transaction in which full payment for goods or securities
               sold is made within seven days after delivery of the goods
               or securities in currency or in checks or other orders drawn
               upon banks or bankers and payable upon demand.

                    (4)  The term "self-liquidating paper" shall mean any
               draft, bill of exchange, acceptance or obligation which is
               made, drawn, negotiated or incurred by the Company for the
               purpose of financing the purchase, processing, manufacture,
               shipment, storage or sale of goods, wares or merchandise and
               which is secured by documents evidencing title to,
               possession of, or a lien upon, the goods, wares or
               merchandise or the receivables or proceeds arising from the
               sale of the goods, wares or merchandise previously
               constituting the security, provided the security is received
               by the Trustee simultaneously with the creation of the
               creditor relationship with the Company arising from the
               making, drawing, negotiating or incurring of the draft, bill
               of exchange, acceptance or obligation.

                    (5)  The term "Company" shall mean any obligor upon any
               of the Securities.


                                      ARTICLE 8.

                            CONCERNING THE SECURITYHOLDERS

                    SECTION 8.01.    Whenever in this Indenture it is
          provided that the holders of a majority or specified percentage
          in aggregate principal amount of the Securities of a particular
          series may take any action (including the making of any demand or
          request, the giving of any notice, consent or waiver or the
          taking of any other action), the fact that at the time of taking
          any such action the holders of such majority or specified
          percentage of that series have joined therein may be evidenced by
          any instrument or any number of instruments of similar tenor
          executed by such holders of Securities of that series in person
          or by agent or proxy appointed in writing.

                    If the Company shall solicit from the Securityholders
          of any series any request, demand, authorization, direction,
          notice, consent, waiver or other action, the Company may, at its
          option, as evidenced by an Officers' Certificate, fix in advance
          a record date for such series for the determination of
          Securityholders entitled to give such request, demand,
          authorization, direction, notice, consent, waiver or other
          action, but the Company shall have no obligation to do so.  If
          such a record date is fixed, such request, demand, authorization,
          direction, notice, consent, waiver or other action may be given
          before or after the record date, but only the Securityholders of
          record at the close of business on the record date shall be
          deemed to be Securityholders for the purposes of determining
          whether Securityholders of the requisite proportion of
          Outstanding Securities of that series have authorized or agreed
          or consented to such request, demand, authorization, direction,
          notice, consent, waiver or other action, and for that purpose the
          Outstanding Securities of that series shall be computed as of the
          record date.  Any such authorization, agreement or consent by
          such Securityholders on the record date shall be deemed effective
          upon receipt.

                    SECTION 8.02.  Subject to the provisions of Section 7.01,
          proof of the execution of any instrument by a Securityholder
          (such proof will not require notarization) or his agent or proxy
          and proof of the holding by any person of any of the Securities
          shall be sufficient if made in the following manner:

                    (a)  The fact and date of the execution by any such
          person of any instrument may be proved in any reasonable manner
          acceptable to the Trustee.

                    (b)  The ownership of Securities shall be proved by the
          Security Registrar of such Securities or by a certificate of the
          Security Registrar thereof.

                    (c)  The Trustee may require such additional proof of
          any matter referred to in this Section as it shall deem
          necessary.

                    SECTION 8.03.    Prior to the due presentment for
          registration of transfer of any Security, the Company, the
          Trustee, any paying agent and any Security Registrar may deem and
          treat the person in whose name such Security shall be registered
          upon the books of the Company as the absolute owner of such
          Security (whether or not such Security shall be overdue and
          notwithstanding any notice of ownership or writing thereon made
          by anyone other than the Security Registrar) for the purpose of
          receiving payment of or on account of the principal of, premium,
          if any, and (subject to Section 2.03) interest on such Security
          and for all other purposes; and neither the Company nor the
          Trustee nor any paying agent nor any Security Registrar shall be
          affected by any notice to the contrary.

                    SECTION 8.04.    In determining whether the holders of
          the requisite aggregate principal amount of Securities of a
          particular series have concurred in any direction, consent or
          waiver under this Indenture, Securities of that series which are
          owned by the Company or any other obligor on the Securities of
          that series or by any Affiliate of the Company or any other
          obligor on the Securities of that series shall be disregarded and
          deemed not to be Outstanding for the purpose of any such
          determination, except that for the purpose of determining whether
          the Trustee shall be protected in relying on any such direction,
          consent or waiver only Securities of such series which the
          Trustee actually knows are so owned shall be so disregarded.
          Securities so owned which have been pledged in good faith may be
          regarded as Outstanding for the purposes of this Section, if the
          pledgee shall establish to the satisfaction of the Trustee the
          pledgee's right so to act with respect to such Securities and
          that the pledgee is not a person directly or indirectly
          controlling or controlled by or under direct or indirect common
          control with the Company or any such other obligor.  In case of a
          dispute as to such right, any decision by the Trustee taken upon
          the advice of counsel shall be full protection to the Trustee.

                    SECTION 8.05.    At any time prior to (but not after) the
          evidencing to the Trustee, as provided in Section 8.01, of the
          taking of any action by the holders of the majority or percentage
          in aggregate principal amount of the Securities of a particular
          series specified in this Indenture in connection with such
          action, any holder of a Security of that series which is shown by
          the evidence to be included in the Securities the holders of
          which have consented to such action may, by filing written notice
          with the Trustee, and upon proof of holding as provided in
          Section 8.02, revoke such action so far as concerns such
          Security.  Except as aforesaid any such action taken by the
          holder of any Security shall be conclusive and binding upon such
          holder and upon all future holders and owners of such Security,
          and of any Security issued in exchange therefor, on registration
          of transfer thereof or in place thereof, irrespective of whether
          or not any notation in regard thereto is made upon such Security.
          Any action taken by the holders of a majority or percentage in
          aggregate principal amount of the Securities of a particular
          series specified in this Indenture in connection with such action
          shall be conclusively binding upon the Company, the Trustee and
          the holders of all the Securities of that series.


                                      ARTICLE 9.

                               SUPPLEMENTAL INDENTURES

                    SECTION 9.01.    In addition to any supplemental
          indenture otherwise authorized by this Indenture, the Company,
          when authorized by a Board Resolution, and the Trustee may from
          time to time and at any time enter into an indenture or
          indentures supplemental hereto (which shall conform to the
          provisions of the Trust Indenture Act of 1939 as then in effect),
          without the consent of the Securityholders, for one or more of
          the following purposes;

                    (a)  to evidence the succession of another corporation
          to the Company, and the assumption by any such successor of the
          covenants of the Company contained herein or otherwise
          established with respect to the Securities; or

                    (b)  to add to the covenants of the Company such
          further covenants, restrictions, conditions or provisions for the
          protection of the holders of the Securities of all or any series
          as the Board of Directors and the Trustee shall consider to be
          for the protection of the holders of Securities of all or any
          series, and to make the occurrence, or the occurrence and
          continuance, of a default in any of such additional covenants,
          restrictions, conditions or provisions a default or an Event of
          Default with respect to such series permitting the enforcement of
          all or any of the several remedies provided in this Indenture as
          herein set forth; provided, however, that in respect of any such
          additional covenant, restriction, condition or provision such
          supplemental indenture may provide for a particular period of
          grace after default (which period may be shorter or longer than
          that allowed in the case of other defaults) or may provide for an
          immediate enforcement upon such default or may limit the remedies
          available to the Trustee upon such default or may limit the right
          of the holders of a majority in aggregate principal amount of the
          Securities of such series to waive such default; or

                    (c)  to cure any ambiguity or to correct or supplement
          any provision contained herein or in any supplemental indenture
          which may be defective or inconsistent with any other provision
          contained herein or in any supplemental indenture, or to make
          such other provisions in regard to matters or questions arising
          under this indenture as shall not be inconsistent with the
          provisions of this Indenture and shall not adversely affect the
          interests of the holders of the Securities of any series; or

                    (d)  to change or eliminate any of the provisions of
          this Indenture, provided that any such change or elimination
          shall become effective only when there is no Security Outstanding
          of any series created prior to the execution of such supplemental
          indenture which is entitled to the benefit of such provision.

                    The Trustee is hereby authorized to join with the
          Company in the execution of any such supplemental indenture, and
          to make any further appropriate agreements and stipulations which
          may be therein contained, but the Trustee shall not be obligated
          to enter into any such supplemental indenture which affects the
          Trustee's own rights, duties or immunities under this Indenture
          or otherwise.

                    Any supplemental indenture authorized by the provisions
          of this Section may be executed by the Company and the Trustee
          without the consent of the holders of any of the Securities at
          the time Outstanding, notwithstanding any of the provisions of
          Section 9.02.

                    SECTION 9.02.    With the consent (evidenced as provided
          in Section 8.01) of the holders of not less than a majority in
          aggregate principal amount of the Securities of each series
          affected by such supplemental indenture or indentures at the time
          Outstanding, the Company, when authorized by a Board Resolution,
          and the Trustee may from time to time and at any time enter into
          an indenture or indentures supplemental hereto (which shall
          conform to the provisions of the Trust Indenture Act of 1939 as
          then in effect) for the purpose of adding any provisions to or
          changing in any manner or eliminating any of the provisions of
          this Indenture or of any supplemental indenture or of modifying
          in any manner the rights of the holders of the Securities of such
          series under this Indenture; provided, however, that no such
          supplemental indenture shall (i) extend the fixed maturity of any
          Securities of any series, or reduce the principal amount thereof,
          or reduce the rate or extend the time of payment of interest
          thereon, or reduce any premium payable upon the redemption
          thereof, without the consent of the holder of each Security so
          affected, or (ii) reduce the aforesaid percentage of Securities,
          the holders of which are required to consent to any such
          supplemental indenture, without the consent of the holders of
          each Security then Outstanding and affected thereby.

                    Upon the request of the Company, accompanied by a Board
          Resolution authorizing the execution of any such supplemental
          indenture, and upon the filing with the Trustee of evidence of
          the consent of Securityholders required to consent thereto as
          aforesaid, the Trustee shall join with the Company in the
          execution of such supplemental indenture unless such supplemental
          indenture affects the Trustee's own rights, duties or immunities
          under this Indenture or otherwise, in which case the Trustee may
          in its discretion but shall not be obligated to enter into such
          supplemental indenture.

                    It shall not be necessary for the consent of the
          Securityholders of any series affected thereby under this Section
          to approve the particular form of any proposed supplemental
          indenture, but it shall be sufficient if such consent shall
          approve the substance thereof.

                    Promptly after the execution by the Company and the
          Trustee of any supplemental indenture pursuant to the provisions
          of this Section, the Trustee shall transmit by mail, first class
          postage prepaid, a notice, setting forth in general terms the
          substance of such supplemental indenture, to the Securityholders
          of all series affected thereby as their names and addresses
          appear upon the Security Register.  Any failure of the Trustee to
          mail such notice, or any defect therein, shall not, however, in
          any way impair or affect the validity of any such supplemental
          indenture.

                    SECTION 9.03.    Upon the execution of any supplemental
          indenture pursuant to the provisions of this Article or of
          Section 10.01, this Indenture shall, with respect to such series,
          be and be deemed to be modified and amended in accordance
          therewith and the respective rights, limitations of rights,
          obligations, duties and immunities under this Indenture of the
          Trustee, the Company and the holders of Securities of the series
          affected thereby shall thereafter be determined, exercised and
          enforced hereunder subject in all respects to such modifications
          and amendments, and all the terms and conditions of any such
          supplemental indenture shall be and be deemed to be part of the
          terms and conditions of this Indenture for any and all purposes.

                    SECTION 9.04.    Securities of any series, affected by a
          supplemental indenture, authenticated and delivered after the
          execution of such supplemental indenture pursuant to the
          provisions of this Article or of Section 10.01, may bear a
          notation in form approved by the Trustee, provided such form
          meets the requirements of any exchange upon which such series may
          be listed, as to any matter provided for in such supplemental
          indenture.  If the Company or the Trustee shall so determine, new
          Securities of that series so modified as to conform, in the
          opinion of the Trustee and the Board of Directors, to any
          modification of this Indenture contained in any such supplemental
          indenture may be prepared by the Company, authenticated by the
          Trustee and delivered in exchange for the Securities of that
          series then Outstanding.

                    SECTION 9.05.    The Trustee, subject to the provisions
          of Section 7.01, may receive an Opinion of Counsel as conclusive
          evidence that any supplemental indenture executed pursuant to
          this Article is authorized or permitted by, and conforms to, the
          terms of this Article and that it is proper for the Trustee under
          the provisions of this Article to join in the execution thereof.


                                     ARTICLE 10.

                            CONSOLIDATION, MERGER AND SALE

                    SECTION 10.01.    Nothing contained in this Indenture or
          in any of the Securities shall prevent any consolidation or
          merger of the Company with or into any other corporation or
          corporations (whether or not affiliated with the Company), or
          successive consolidations or mergers in which the Company or its
          successor or successors shall be a party or parties, or shall
          prevent any sale, conveyance, transfer or other disposition of
          the property of the Company or its successor or successors as an
          entirety, or substantially as an entirety, to any other
          corporation (whether or not affiliated with the Company or its
          successor or successors) authorized to acquire and operate the
          same; provided, however, the Company hereby covenants and agrees
          that, upon any such consolidation, merger, sale, conveyance,
          transfer or other disposition, (a) the due and punctual payment
          of the principal of (premium, if any) and interest on all of the
          Securities of all series in accordance with the terms of each
          series, according to their tenor, and the due and punctual
          performance and observance of all the covenants and conditions of
          this Indenture with respect to each series or established with
          respect to such series pursuant to Section 2.01 to be kept or
          performed by the Company, shall be expressly assumed, by
          supplemental indenture (which shall conform to the provisions of
          the Trust Indenture Act of 1939 as then in effect) satisfactory
          in form to the Trustee executed and delivered to the Trustee by
          the Company formed by such consolidation, or into which the
          Company shall have been merged, or by the corporation which shall
          have acquired such property and (b) the corporation or
          corporations formed by such consolidation or into which the
          Company is merged or the Person or Persons which acquire by
          conveyance or transfer, or which lease, the properties and assets
          of the Company substantially as an entirety shall be a Person or
          Persons organized and existing under the laws of the United
          States of America, any State thereof or the District of Columbia.

                    SECTION 10.02.    (a)  In case of any such consolidation,
          merger, sale, conveyance, transfer or other disposition and upon
          the assumption by the successor corporation, by supplemental
          indenture, executed and delivered to the Trustee and satisfactory
          in form to the Trustee, of the due and punctual payment of the
          principal of, premium, if any, and interest on all of the
          Securities of all series Outstanding and the due and punctual
          performance of all of the covenants and conditions of this
          Indenture or established with respect to each series of the
          Securities pursuant to Section 2.01 to be performed by the
          Company with respect to each series, such successor corporation
          shall succeed to and be substituted for the Company, with the
          same effect as if it had been named herein as the party of the
          first part, and thereupon the predecessor corporation shall be
          relieved of all obligations and covenants under this Indenture
          and the Securities.  Such successor corporation thereupon may
          cause to be signed, and may issue either in its own name or in
          the name of the Company or any other predecessor obligor on the
          Securities, any or all of the Securities issuable hereunder which
          theretofore shall not have been signed by the Company and
          delivered to the Trustee; and, upon the order of such successor
          company, instead of the Company, and subject to all the terms,
          conditions and limitations in this Indenture prescribed, the
          Trustee shall authenticate and shall deliver any securities which
          previously shall have been signed and delivered by the officers
          of the predecessor Company to the Trustee for authentication, and
          any Securities which such successor corporation thereafter shall
          cause to be signed and delivered to the Trustee for that purpose.
          All the Securities so issued shall in all respects have the same
          legal rank and benefit under this Indenture as the Securities
          theretofore or thereafter issued in accordance with the terms of
          this Indenture as though all of such Securities had been issued
          at the date of the execution hereof.

                    (b)  In case of any such consolidation, merger, sale,
          conveyance, transfer or other disposition such changes in
          phraseology and form (but not in substance) may be made in the
          Securities thereafter to be issued as may be appropriate.

                    (c)  Nothing contained in this Indenture or in any of
          the Securities shall prevent the Company from merging into itself
          or acquiring by purchase or otherwise all or any part of the
          property of any other corporation (whether or not affiliated with
          the Company).

                    SECTION 10.03.  The Trustee, subject to the provisions of
          Section 7.01, may receive an Opinion of Counsel as conclusive
          evidence that any such consolidation, merger, sale, conveyance,
          transfer or other disposition, and any such assumption, complies
          with the provisions of this Article.


                                     ARTICLE 11.

                       SATISFACTION AND DISCHARGE OF INDENTURE;
                                   UNCLAIMED MONEYS

                    SECTION 11.01.  If at any time:  (a)  the Company shall
          have delivered to the Trustee for cancellation all Securities of
          a series theretofore authenticated (other than any Securities
          which shall have been destroyed, lost or stolen and which shall
          have been replaced or paid as provided in Section 2.07) and
          Securities for whose payment money or Governmental Obligations
          has theretofore been deposited in trust or segregated and held in
          trust by the Company (and thereupon repaid to the Company or
          discharged from such trust, as provided in Section 11.05) or (b)
          all such Securities of a particular series not theretofore
          delivered to the Trustee for cancellation shall have become due
          and payable, or are by their terms to become due and payable
          within one year or are to be called for redemption within one
          year under arrangements satisfactory to the Trustee for the
          giving of notice of redemption, and the Company shall deposit or
          cause to be deposited with the Trustee as trust funds the entire
          amount in moneys or Governmental Obligations sufficient or a
          combination thereof, sufficient, without reinvestment, in the
          opinion of a nationally recognized firm of independent public
          accountants expressed in a written certification thereof
          delivered to the Trustee, to pay at maturity or upon redemption
          all Securities of that series not theretofore delivered to the
          Trustee for cancellation, including principal (and premium, if
          any) and interest due or to become due to such date of maturity
          or date fixed for redemption, as the case may be, and if the
          Company shall also pay or cause to be paid all other sums payable
          hereunder with respect to such series by the Company, then this
          Indenture shall thereupon cease to be of further effect with
          respect to such series except for the provisions of Sections
          2.05, 2.07, 4.02 and 7.10, which shall survive until the date of
          maturity or redemption date, as the case may be, and Sections
          7.06 and 11.05 which shall survive to such date and thereafter,
          and the Trustee, on demand of the Company and at the cost and
          expense of the Company, shall execute proper instruments
          acknowledging satisfaction of and discharging this Indenture with
          respect to such series.

                    SECTION 11.02.    If at any time all such Securities of a
          particular series not heretofore delivered to the Trustee for
          cancellation or which have not become due and payable as
          described in Section 11.01 shall have been paid by the Company by
          depositing irrevocably with the Trustee as trust funds moneys or
          an amount of Governmental Obligations sufficient to pay at
          maturity or upon redemption all such Securities of that series
          not theretofore delivered to the Trustee for cancellation,
          including principal (and premium, if any) and interest due or to
          become due to such date of maturity or date fixed for redemption,
          as the case may be, and if the Company shall also pay or cause to
          be paid all other sums payable hereunder by the Company with
          respect to such series, then after the date such moneys or
          Governmental Obligations, as the case may be, are deposited with
          the Trustee the obligations of the Company under this Indenture
          with respect to such series shall cease to be of further effect
          except for the provisions of Sections 2.05, 2.07, 4.02, 7.06,
          7.10 and 11.05 hereof which shall survive until such Securities
          shall mature and be paid.  Thereafter, Sections 7.06 and 11.05
          shall survive.

                    SECTION 11.03.    All moneys or Governmental Obligations
          deposited with the Trustee pursuant to Sections 11.01 or 11.02
          shall be held in trust and shall be available for payment as due,
          either directly or through any paying agent (including the
          Company acting as its own paying agent), to the holders of the
          particular series of Securities for the payment or redemption of
          which such moneys or Governmental Obligations have been deposited
          with the Trustee.

                    SECTION 11.04.  In connection with the satisfaction and
          discharge of this Indenture all moneys or Governmental
          Obligations then held by any paying agent under the provisions of
          this Indenture shall, upon demand of the Company, be paid to the
          Trustee and thereupon such paying agent shall be released from
          all further liability with respect to such moneys or Governmental
          Obligations.

                    SECTION 11.05.  Any moneys or Governmental Obligations
          deposited with any paying agent or the Trustee, or then held by
          the Company, in trust for payment of principal of or premium or
          interest on the Securities of a particular series that are not
          applied but remain unclaimed by the holders of such Securities
          for two years after the date upon which the principal of (and
          premium, if any) or interest on such Securities shall have
          respectively become due and payable, shall be repaid to the
          Company on May 31 of each year or (if then held by the Company)
          shall be discharged from such trust; and thereupon the paying
          agent and the Trustee shall be released from all further
          liability with respect to such moneys or Governmental
          Obligations, and the holder of any of the Securities entitled to
          receive such payment shall thereafter, as an unsecured general
          creditor, look only to the Company for the payment thereof.


                                     ARTICLE 12.

                  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                    AND DIRECTORS

                    SECTION 12.01.  No recourse under or upon any obligation,
          covenant or agreement of this Indenture, or of any Security, or
          for any claim based thereon or otherwise in respect thereof,
          shall be had against any incorporator, stockholder, officer or
          director, past, present or future as such, of the Company or of
          any predecessor or successor corporation, either directly or
          through the Company or any such predecessor or successor
          corporation, whether by virtue of any constitution, statute or
          rule of law, or by the enforcement of any assessment or penalty
          or otherwise; it being expressly understood that this Indenture
          and the obligations issued hereunder are solely corporate
          obligations, and that no such personal liability whatever shall
          attach to, or is or shall be incurred by, the incorporators,
          stockholders, officers or directors as such, of the Company or of
          any predecessor or successor corporation, or any of them, because
          of the creation of the indebtedness hereby authorized, or under
          or by reason of the obligations, covenants or agreements
          contained in this Indenture or in any of the Securities or
          implied therefrom; and that any and all such personal liability
          of every name and nature, either at common law or in equity or by
          constitution or statute, of, and any and all such rights and
          claims against, every such incorporator, stockholder, officer or
          director as such, because of the creation of the indebtedness
          hereby authorized, or under or by reason of the obligations,
          covenants or agreements contained in this Indenture or in any of
          the Securities or implied therefrom, are hereby expressly waived
          and released as a condition of, and as a consideration for, the
          execution of this Indenture and the issuance of such Securities.


                                     ARTICLE 13.

                                  SUNDRY PROVISIONS


                    SECTION 13.01.  All the covenants, stipulations, promises
          and agreements in this Indenture contained by or on behalf of the
          Company shall bind its successors and assigns, whether so
          expressed or not.

                    SECTION 13.02.  Any act or proceeding by any provision of
          this Indenture authorized or required to be done or performed by
          any board, committee or officer of the Company shall and may be
          done and performed with like force and effect by the
          corresponding board, committee or officer of any corporation that
          shall at the time be the lawful sole successor of the Company.

                    SECTION 13.03.  The Company by instrument in writing
          executed by authority of its Board of Directors and delivered to
          the Trustee may surrender any of the powers reserved to the
          Company and thereupon such power so surrendered shall terminate
          both as to the Company and as to any successor corporation.

                    SECTION 13.04.  Except as otherwise expressly provided
          herein any notice or demand which by any provision of this
          Indenture is required or permitted to be given or served by the
          Trustee or by the holders of Securities to or on the Company may
          be given or served by being deposited first class postage prepaid
          in a post office letterbox addressed (until another address is
          filed in writing by the Company with the Trustee), as follows:
          Century Telephone Enterprises, Inc., 100 Century Park Drive,
          Monroe, Louisiana 71203, Attention:  R. Stewart Ewing, Jr.  Such
          notice shall be deemed effective upon dispatch.  Any notice,
          election, request or demand by the Company or any Securityholder
          to or upon the Trustee shall be deemed to have been sufficiently
          given or made, for all purposes, if given or made in writing at
          the Corporate Trust Office of the Trustee, Attention:  Corporate
          Trust Administration.

                    SECTION 13.05.    This Indenture and each Security shall
          be deemed to be a contract made under the laws of the State of
          Louisiana, and for all purposes shall be construed in accordance
          with the laws of said State.

                    SECTION 13.06.    (a)  Upon any application or demand by
          the Company to the Trustee to take any action under any of the
          provisions of this Indenture, the Company shall furnish to the
          Trustee an Officers' Certificate stating that all conditions
          precedent provided for in this Indenture relating to the proposed
          action have been complied with and an Opinion of Counsel stating
          that in the opinion of such counsel all such conditions precedent
          have been complied with, except that in the case of any such
          application or demand as to which the furnishing of no such
          documents is specifically required by any provision of this
          Indenture relating to such particular application or demand, no
          additional certificate or opinion need be furnished.

                    (b)  Each certificate or opinion provided for in this
          Indenture and delivered to the Trustee with respect to compliance
          with a condition or covenant in this Indenture shall include (1)
          a statement that the person making such certificate or opinion
          has read such covenant or condition; (2) a brief statement as to
          the nature and scope of the examination or investigation upon
          which the statements or opinions contained in such certificate or
          opinion are based; (3) a statement that, in the opinion of such
          person, such person has made such examination or investigation as
          is necessary to enable him to express an informed opinion as to
          whether or not such covenant or condition has been complied with;
          and (4) a statement as to whether or not, in the opinion of such
          person, such condition or covenant has been complied with.

                    SECTION 13.07.  In any case where the date of maturity, 
          of interest payment or principal payment of any Security or the date
          of redemption of any Security shall not be a Business Day, then
          payment of interest or principal (and premium, if any) may be
          made on the next succeeding business day with the same force and
          effect as if made on the nominal date of maturity or redemption,
          and no interest shall accrue for the period after such nominal
          date.

                    SECTION 13.08.  If and to the extent that any provision 
          of this Indenture limits, qualifies or conflicts with the duties
          imposed by Sections 310 to 317, inclusive, of the Trust Indenture
          Act of 1939, as amended, such imposed duties shall control.

                    SECTION 13.09.  This Indenture may be executed in any
          number of counterparts, each of which shall be an original; but
          such counterparts shall together constitute but one and the same
          instrument.

                    SECTION 13.10.  In case any one or more of the
          provisions contained in this Indenture or in the Securities of
          any series shall for any reason be held to be invalid, illegal or
          unenforceable in any respect, such invalidity, illegality or
          unenforceability shall not affect any other provisions of this
          Indenture or of such Securities, but this Indenture and such
          Securities shall be construed as if such invalid or illegal or
          unenforceable provision had never been contained herein or
          therein.

                    First American Bank & Trust of Louisiana hereby accepts
          the trusts in this Indenture declared and provided, upon the
          terms and conditions hereinabove set forth.


                    IN WITNESS WHEREOF, the parties hereto have caused this
          Indenture to be duly executed, and their respective corporate
          seals to be hereunto affixed and attested, all as of the day and
          year first above written.

                                       CENTURY TELEPHONE ENTERPRISES, INC.



                                       By  _______________________________

          Attest:



          By _______________________
             Secretary


                                      FIRST AMERICAN BANK & TRUST OF LOUISIANA
                                              as Trustee



                                        By  ________________________________

          Attest:



          By _______________________
          
  
  <PAGE>
  

          STATE OF LOUISIANA )
                             )ss.:
          PARISH OF OUACHITA )


                    On the __ day of _____________ 1994, before me
          personally came R. Stewart Ewing, Jr., to me known, who, being by
          me duly sworn, did depose and say that he is the Senior Vice
          President and Chief financial Officer of Century Telephone
          Enterprises, Inc., one of the corporations described in and which
          executed the foregoing instrument; that he knows the seal of said
          corporation; that the seal affixed to said instrument is such
          corporate seal; that it was so affixed by authority of the Board
          of Directors of said corporation, and that he signed his name
          thereto by like authority.


                                             _______________________
                                                  Notary Public
                                                 [Notarial Seal]

          STATE OF LOUISIANA )
                             ) ss.:
          PARISH OF OUACHITA )


                         On the __ day of ___________ 1994, before me
          personally came ________________, to me know, who, being by me
          duly so sworn, did depose and say that he is the ____________ and
          _____________ of First American Bank & Trust of Louisiana, one of
          the corporations described in and which executed the foregoing
          instrument; that he knows the seal of said corporation; that the
          seal affixed to said instrument is such corporate seal; that it
          was so affixed by authority of the Board of Directors of said
          corporation, and that he signed his name thereto by like
          authority.

                                             _______________________
                                                  Notary Public
                                                 [Notarial Seal]


                                                                Exhibit 4.2
                                                  to Registration Statement


                         CENTURY TELEPHONE ENTERPRISES, INC.

                               _______________________

               Form of Resolution to be Adopted by Executive Committee
                    (to be used in connection with authorizing the
                   issuance of any series of senior debt securities
                         under the below-mentioned Indenture)

                               _______________________

               WHEREAS,   the  Board  of  Directors  of  Century  Telephone
          Enterprises, Inc.  (the  "Company") has previously authorized (i)
          the appropriate officers of  the  Company to take various actions
          necessary  to  permit the Company to  register,  issue  and  sell
          senior debt securities  with  an aggregate initial offering price
          not to exceed $400 million and  (ii)  the  Executive Committee of
          the Board of the Directors to establish the  specific  terms  and
          conditions  of  any  senior debt securities to be issued and sold
          from time to time in one or more series;

               NOW, THEREFORE, BE IT RESOLVED:

                    (1)  The Company  shall  create  and issue $___,000,000
          aggregate  principal  amount  of  its  senior  debt   securities,
          consisting  of $___,000,000 aggregate principal amount of  senior
          notes designated  as  the  "Century  Telephone  Enterprises, Inc.
          _____%  Senior  Notes,  Series  __,  Due  ____" (the "New  Senior
          Notes"), with the sales price and terms set forth in the proposal
          of the purchasers dated _____________ (referred to hereinafter as
          the "Proposal" and which are attached to and made a part of these
          minutes) and in accordance with the Indenture dated as of _, 1994
          ("Indenture"),  between  the Company and First  American  Bank  &
          Trust of Louisiana, as Trustee ("Trustee"), to wit:

                    (a)  The New Senior Notes will mature on _____________.

                    (b)  The New Senior  Notes  shall  bear  interest  from
          _____________, 199__, until the principal thereof becomes due and
          payable at the rate of ____% per annum, payable semi-annually  on
          _____________   and   _____________   in   each  year  commencing
          _____________, and any overdue principal and  (to the extent that
          the payment of such interest is enforceable under applicable law)
          any overdue installment of interest thereon shall  bear  interest
          at the same rate per annum; the principal of and the interest  on
          the  New Senior Notes shall be payable in any coin or currency of
          the United  States  of  America  which  at the time of payment is
          legal tender for the payment of public and  private debts, at the
          office or agency of the Company in the City of  Monroe, and State
          of  Louisiana.   The  regular  record  date with respect  to  any
          interest payment date for the New Senior  Notes  shall  mean  the
          _____________  or  _____________, as the case may be, immediately
          preceding such interest payment date, whether or not such date is
          a business day.

                    (c)  The New  Senior Notes will not be redeemable prior
          to maturity.

                                          OR

                    The New Senior  Notes  may  not  be  redeemed  prior to
          __________.   The  New Senior Notes may be redeemed from time  to
          time on not less than  30  nor  more  than  60 days' prior notice
          given as provided in the Indenture, as a whole or in part, at the
          option of the Company, on any date or dates on or after ________,
          and  prior  to  maturity,  at  the applicable percentage  of  the
          principal amount thereof to be redeemed  as set forth below under
          the heading "Redemption Price" during the respective twelve month
          periods beginning ____ of the years shown below:

                    Year                     Redemption Price

                                                       %



          together, in each case, with accrued interest  to  the date fixed
          for  redemption  (but  if  the  date fixed for redemption  is  an
          interest payment date, the interest  installment  payable on such
          date  shall be payable to the registered holder at the  close  of
          business on the applicable record date).

                    None  of  the  New  Senior  Notes  may  be  called  for
          redemption at the option of the Company prior to _____________ if
          such  redemption  is  for  the  purpose  or  in  anticipation  of
          refunding  any  New  Senior Notes by the application, directly or
          indirectly, of funds borrowed by the Company at an annual cost of
          money (calculated in accordance with generally accepted financial
          practice) less than the  annual  cost  of  money  to  the Company
          resulting from the sale of the New Senior Notes to the Purchaser.
          (If Applicable)

                    (d)  The New Senior Notes and the Trustee's Certificate
          of  Authentication to be endorsed thereon are to be substantially
          in the following form:


                              (FORM OF FACE OF SECURITY)

               No._____________                              $_____________
                                                  CUSIP NO.________________

                         Century Telephone Enterprises, Inc.
                       ____% Senior Notes, Series __, Due ____

                    Century  Telephone Enterprises, Inc. a corporation duly
               organized and existing  under  the  laws  of  the  State  of
               Louisiana  (herein  referred to as the "Company"), for value
               received,  hereby  promises   to  pay  to  _____________  or
               registered  assigns,  the  principal  sum  of  _____________
               Dollars  on  _____________  and  to  pay  interest  on  said
               principal sum from _____________,  or  from  the most recent
               interest  payment  date to which interest has been  paid  or
               duly  provided  for,  semi-annually   on  _____________  and
               _____________ in each year, commencing _____________, at the
               rate  of  ____% per annum until the principal  hereof  shall
               have become  due  and  payable, and on any overdue principal
               and  (to  the  extent  that  payment  of  such  interest  is
               enforceable under applicable law) on any overdue installment
               of  interest  at the same  rate  per  annum.   The  interest
               installment so payable, and punctually paid or duly provided
               for, on any interest  payment  date will, as provided in the
               Indenture hereinafter referred to,  be paid to the person in
               whose  name  this  Security  (or  one  or  more  Predecessor
               Securities, as defined in said Indenture) is  registered  at
               the  close  of  business on the regular record date for such
               interest installment,  which  shall  be the _____________ or
               _____________, as the case may be (whether or not a business
               day), immediately preceding such interest payment date.  Any
               such  interest installment not so punctually  paid  or  duly
               provided  for  shall  forthwith  cease  to be payable to the
               registered holder on such regular record  date,  and  may be
               paid  to  the person in whose name this Security (or one  or
               more Predecessor  Securities)  is registered at the close of
               business on a special record date to be fixed by the Trustee
               for the payment of such defaulted  interest, notice of which
               shall be given to the registered holders  of  this series of
               Securities not more than 15 days and not less than  10  days
               prior  to  such  special  record date, or may be paid at any
               time in any other lawful manner  not  inconsistent  with the
               requirements   of  any  securities  exchange  on  which  the
               Securities may be  listed,  and  upon  such notice as may be
               required by such exchange, all as more fully provided in the
               Indenture hereinafter referred to.  The principal of and the
               interest on this Security shall be payable  at the office or
               agency  of  the Company maintained for that purpose  in  the
               City of Monroe  and  State  of  Louisiana  in  any  coin  or
               currency  of  the United States of America which at the time
               of payment is legal tender for payment of public and private
               debt.

                    This Security  shall  not  be  entitled  to any benefit
               under the Indenture hereinafter referred to, or  be valid or
               become obligatory for any purpose, until the Certificate  of
               Authentication hereon shall have been signed by or on behalf
               of the Trustee.

                    The  provisions  of  this Security are continued on the
               reverse side hereof and such  continued provisions shall for
               all purposes have the same effect  as though fully set forth
               at this place.

                    IN  WITNESS  WHEREOF,  the  Company   has  caused  this
               instrument to be executed.

                                        Dated  ____________________________

                                        CENTURY TELEPHONE ENTERPRISES, INC.



                                        By ________________________________
                                                 [President/Vice President]

               Attest:


                                        By ________________________________
                                            [Secretary/Assistant Secretary]


                       (FORM OF CERTIFICATE OF AUTHENTICATION)

                            CERTIFICATE OF AUTHENTICATION

                    This  is  one of the Securities of the above-designated
               series  therein  referred   to   in   the   within-mentioned
               Indenture.

                      First American Bank & Trust of Louisiana
                        as Trustee, Authenticating Agent and
                                 Security Registrar


                            By _________________________
                                 Authorized Officer


          (FORM OF REVERSE OF SECURITY)
                    This  Security  is one of a duly authorized  series  of
               Securities of the Company  (herein  sometimes referred to as
               the "Securities"), all issued or to be issued in one or more
               series  under  and  pursuant  to an Indenture  dated  as  of
               _____________, 1994 duly executed  and delivered between the
               Company  and  First American Bank & Trust  of  Louisiana,  a
               Louisiana banking  corporation  organized and existing under
               the  laws  of  the State of Louisiana,  as  Trustee  (herein
               referred to as the  "Trustee")  (said  Indenture hereinafter
               referred   to  as  the  "Indenture"),  to  which   Indenture
               reference is  hereby  made  for a description of the rights,
               limitation  of rights, obligations,  duties  and  immunities
               thereunder of  the  Trustee,  the Company and the holders of
               the  Securities.   By  the  terms  of   the  Indenture,  the
               Securities  are  issuable  in series which may  vary  as  to
               amount, date of maturity, rate  of  interest  and  in  other
               respects  as  in  the  Indenture  provided.   This  Security
               (herein   called  the  "Security")  is  one  of  the  series
               designated  on  the face hereof (herein called the "Series")
               limited in aggregate principal amount to $___,000,000.

                    In  case  an  Event  of  Default,  as  defined  in  the
               Indenture, with respect  to  the  Series shall have occurred
               and be continuing, the principal of all of the Securities of
               the Series may be declared, and upon  such declaration shall
               become, due and payable, in the manner,  with the effect and
               subject to the conditions provided in the Indenture.

                    The   Indenture  contains  provisions  permitting   the
               Company and  the Trustee, with the consent of the holders of
               not less than  a  majority  in aggregate principal amount of
               the  Securities  of  each  series   affected   at  the  time
               Outstanding,   as  defined  in  the  Indenture,  to  execute
               supplemental  indentures  for  the  purpose  of  adding  any
               provisions to or  changing  in any manner or eliminating any
               of the provisions of the Indenture  or  of  any supplemental
               indenture  or of modifying in any manner the rights  of  the
               holders of the  Securities;  provided, however, that no such
               supplemental indenture shall (i)  extend  the fixed maturity
               of  any  Securities or any series, or reduce  the  principal
               amount thereof,  or  reduce  the  rate or extend the time of
               payment of interest thereon, or reduce  any  premium payable
               upon  the  redemption  thereof, without the consent  of  the
               holder of each Security  so  affected  or  (ii)  reduce  the
               aforesaid percentage of Securities, the holders of which are
               required  to  consent  to  any  such supplemental indenture,
               without the consent of the holders  of  each  Security  then
               Outstanding   and  affected  thereby.   The  Indenture  also
               contains provisions  permitting the holders of a majority in
               aggregate principal amount  of  the Securities of any series
               at  the  time  Outstanding,  on behalf  of  the  holders  of
               Securities of such series, to  waive any past default in the
               performance  of  any  of  the  covenants  contained  in  the
               Indenture,  or  establish pursuant  to  the  Indenture  with
               respect  to such series,  and  its  consequences,  except  a
               default in  the  payment of the principal of, or premium, if
               any, or interest on  any  of  the Securities of such series.
               Any such consent or waiver by the  registered holder of this
               Security (unless revoked as provided in the Indenture) shall
               be  conclusive and binding upon such  holder  and  upon  all
               future  holders  and  owners  of  this  Security  and of any
               Security  issued  in  exchange  hereof  or  in  place hereof
               (whether   by   registration   of  transfer  or  otherwise),
               irrespective of whether or not any  notation of such consent
               or waiver is made upon this Security.

                    No reference herein to the Indenture  and  no provision
               of this Security or of the Indenture shall alter  or  impair
               the  obligation  of  the  Company,  which  is  absolute  and
               unconditional,  to pay the principal of and interest on this
               Security at the times  and  place and at the rate and in the
               currency herein prescribed.

                    The Securities are issuable  as  registered  Securities
               without  coupons  in denominations of $1,000 or any integral
               multiple  thereof.    Securities   may  be  exchanged,  upon
               presentation  thereof for that purpose,  at  the  office  or
               agency of the Company  in  the  City  of Monroe and State of
               Louisiana, for other Securities of authorized denominations,
               and for a like aggregate principal amount  and  series,  and
               upon  payment  of a sum sufficient to cover any tax or other
               governmental charge in relation thereto.
                    
                    The  Securities   will   not  be  redeemable  prior  to
               maturity.

                                          OR

                    The Securities may not be redeemed prior to __________.
               The Securities may be redeemed from time to time on not less
               than  30  nor  more  than 60 days'  prior  notice  given  as
               provided in the Indenture,  as  a  whole  or in part, at the
               option  of  the Company, on any date or dates  on  or  after
               ________,  and   prior   to   maturity,  at  the  applicable
               percentage of the principal amount thereof to be redeemed as
               set forth below under the heading  "Redemption Price" during
               the respective twelve month periods  beginning  ____  of the
               years shown below:

                    Year                     Redemption Price

                                                       %



               together,  in  each  case, with accrued interest to the date
               fixed for redemption (but  if  the date fixed for redemption
               is  an  interest  payment  date,  the  interest  installment
               payable  on  such date shall be payable  to  the  registered
               holder at the  close  of  business  on the applicable record
               date).

                    As  provided in the Indenture and  subject  to  certain
               limitations therein set forth, this Security is transferable
               by the registered  holder hereof on the Security Register of
               the   Company,  upon  surrender   of   this   Security   for
               registration  of  transfer  at  the  office or agency of the
               Company  in  the  City  of  Monroe  and State  of  Louisiana
               accompanied  by  a  written  instrument  or  instruments  of
               transfer in form satisfactory to the Company or the Security
               Registrar duly executed by the registered  holder  hereof or
               his  attorney duly authorized in writing, and thereupon  one
               or more  new  Securities of authorized denominations and for
               the same aggregate  principal  amount  and  series  will  be
               issued  to  the  designated  transferee  or transferees.  No
               service charge will be made for any such transfer,  but  the
               Company may require payment of a sum sufficient to cover any
               tax   or  other  governmental  charge  payable  in  relation
               thereto.

                    Prior  to  due presentment for registration of transfer
               of this Security  the Company, the Trustee, any paying agent
               and any Security Registrar may deem and treat the registered
               holder hereof as the  absolute  owner hereof (whether or not
               this  Security  shall  be  overdue and  notwithstanding  any
               notice of ownership or writing  hereon  made by anyone other
               than  the Security Registrar) for the purpose  of  receiving
               payment  of  or  on  account  of  the  principal  hereof and
               interest due hereon and for all other purposes, and  neither
               the  Company  nor  the  Trustee nor any paying agent nor any
               Security Registrar shall  be  affected  by any notice to the
               contrary.

                    No  recourse  shall  be  had  for  the payment  of  the
               principal of or the interest on this Security,  or  for  any
               claim based hereon, or otherwise in respect hereof, or based
               on or in respect of the Indenture, against any incorporator,
               stockholder,  affiliate,  officer or director, past, present
               or future, as such, of the  Company or of any predecessor or
               successor   corporation,   whether    by   virtue   of   any
               constitution, statute or rule of law, or  by the enforcement
               of  any  assessment  or  penalty  or  otherwise,   all  such
               liability being, by the acceptance hereof and as part of the
               consideration for the issuance hereof, expressly waived  and
               released.

                    Capitalized terms used herein and not otherwise defined
               herein  shall  have the respective meanings set forth in the
               Indenture.

                   The Indenture and this Security shall be governed by and
               construed  in  accordance  with the laws of  the State of  
               Louisiana.
                 
                  
                    (2)  The office  of  First  American  Bank  &  Trust of
          Louisiana  is hereby designated and created as the agency of  the
          Company in the City of Monroe and State of Louisiana at which (i)
          both the principal  and  the interest on the New Senior Notes are
          payable and notices, presentations  and  demands  to  or upon the
          Company  in  respect  the New Senior Notes may be given or  made,
          (ii) the New Senior Notes  may  be  surrendered  for  transfer or
          exchange  and  transferred  or  exchanged in accordance with  the
          terms of the Indenture and (iii)  books  for the registration and
          transfer of the New Senior Notes shall be kept;

                    (3)   The  office of First American  Bank  &  Trust  of
          Louisiana is hereby designated  and created as Security Registrar
          of the Company in the City of Monroe  and  State  of Louisiana at
          which (i) the Company shall register the New Senior  Notes,  (ii)
          the  New Senior Notes may be surrendered for transfer or exchange
          and transferred  or exchanged in accordance with the terms of the
          Indenture, and (iii)  books  for the registration and transfer of
          the New Senior Notes shall be kept;

                    (4)  The New Senior  Notes  hereby  authorized by these
          resolutions shall be in substantially the forms  and  shall  have
          the  characteristics  provided in the Indenture, and the forms of
          the New Senior Notes of  each  such  series  set  forth  in these
          resolutions is hereby approved and adopted;

          FURTHER RESOLVED:

                    (1)  The  President  or  any  Vice  President is hereby
          authorized  to execute and deliver on behalf of  the  Company  an
          Underwriting   Agreement   in   substantially  the  form  of  the
          Underwriting Agreement provided as an exhibit to the registration
          statement  filed  with  respect  to the  New  Senior  Notes  (the
          "Registration Statement"), reflecting the terms of the New Senior
          Notes  approved  hereby,  along  with   any   accompanying  price
          determination agreement or similar instrument that  confirms that
          the sale prices proposed in the Proposal will be the  actual sale
          prices  at  which  the  New  Senior  Notes  will  be  sold to the
          Underwriters specified therein and to the public;

                    (2)   The  President  or  any  Vice  President and  the
          Secretary  or any Assistant Secretary are hereby  authorized  and
          directed to  deliver  to  the Trustee a certified record of these
          resolutions setting forth the  terms  of  the New Senior Notes as
          required by Section 2.01 of the Indenture;

                    (3)   The  President  or any Vice President  is  hereby
          authorized to execute $___,000,000  aggregate principal amount of
          New  Senior Notes on behalf of the Company  under  its  corporate
          seal or  a  facsimile  attested by the Secretary or any Assistant
          Secretary,  and the signature  of  the  President,  or  any  Vice
          President, may  be  in  the  form of a facsimile signature of the
          present or any future President  or  Vice  President  and/or  the
          signature   of  the  Secretary  or  any  Assistant  Secretary  in
          attestation of  the  corporate  seal  may  be  in  the  form of a
          facsimile  signature  of  the present or any future Secretary  or
          Assistant Secretary, and should  any  officer who signs, or whose
          facsimile signature appears upon, any of  the  New  Senior  Notes
          cease  to  be  such  an  officer prior to their issuance, the New
          Senior Notes so signed or  bearing such facsimile signature shall
          still be valid, and without prejudice to the use of the facsimile
          signature of any other officer  as  hereinabove  authorized,  the
          facsimile  signature  of  Glen  F.  Post  III, President, and the
          facsimile  signature  of Harvey P. Perry, Secretary,  are  hereby
          expressly approved and adopted;

                    (4)  The officers  are  hereby  authorized to cause the
          New   Senior   Notes   to   be  delivered  to  the  Trustee   for
          authentication  and  delivery  by   it  in  accordance  with  the
          provisions of the Indenture, and the Trustee is hereby authorized
          and  requested  to  authenticate  the  New   Senior   Notes  upon
          compliance  by  the  Company with the provisions of the Indenture
          and to deliver the same  to  or  upon  the  written  order of the
          President  or any Vice President, and the President or  any  Vice
          President is  hereby  authorized  and  directed  to  apply to the
          Trustee for the authentication and delivery of New Senior Notes;

                    (5)   The  President  or  any  Vice  President and  the
          Treasurer  or any Assistant Treasurer are hereby  authorized  and
          empowered to  endorse,  in the name and on behalf or the Company,
          any and all checks received  in  connection with the sales of the
          New Senior Notes for application as  set  forth  in  the  "Use of
          Proceeds"  section  of the Registration Statement, or for deposit
          to the account of the  Company  in  any  bank,  and that any such
          endorsement be sufficient to bind the Company;

                    (6)  The officers are hereby authorized  to  issue  and
          sell to the purchasers the aggregate principal amounts of the New
          Senior  Notes  at the price and upon the terms and conditions set
          forth in the Underwriting  Agreement covering the sale of the New
          Senior Notes; and

                    (7)  The officers are authorized to execute and deliver
          all such instruments and documents,  to  incur  on  behalf of the
          Company  all  such  expenses  and  obligations, to make all  such
          payments, and to do all such other acts  and  things  as they may
          consider   necessary   or   desirable   in  connection  with  the
          accomplishment  of  the  intent  and purposes  of  the  foregoing
          resolutions.



                                                              Exhibit 5
                                                   to Registration Statement

                     [Letterhead intentionally deleted]

                            March 30, 1994


          Century Telephone Enterprises, Inc.
          100 Century Park Drive
          Monroe, Louisiana  71203


                  RE: Registration Statement on Form S-3
                      Century Telephone Enterprises, Inc. ("Century")
                      Our File No. 6207/62214-00


          Gentlemen:

              We have acted as Century's special counsel in connection with
          the  preparation  of  the registration statement on Form S-3 (the
          "Registration Statement")  filed  by  Century with the Securities
          and Exchange Commission (the "Commission")  on  the  date  hereof
          relating  to the registration of senior unsecured debt securities
          ("Senior  Debt  Securities") which may be issued from time to time
          in one or more series under an Indenture (the "Indenture") to be 
          entered into between Century and First American Bank & Trust of
          Louisiana, Monroe, Louisiana, as Trustee (the "Trustee").

              In connection with rendering the opinions expressed below, we
          have examined original, photostatic or certified  copies  of  (i)
          the  resolutions  adopted by the Board of Directors of Century on
          February 22, 1994 (the  "February  Resolutions")  and  (ii)  such
          other  records of Century, certificates of Century's officers and
          public officials,  and  such  other  documents  as we have deemed
          relevant.  In our examination, we have assumed the genuineness of
          all signatures, the authenticity of all documents submitted to us
          as  originals,  the  conformity  to  original  documents  of  all
          documents submitted to us as certified or photostatic  copies and
          the authenticity of the originals of such documents.

              Based upon the foregoing and subject to the following
              qualifications and comments, we are of the opinion that:

              1.  Century is a corporation duly organized, validly existing
          and  in  good  standing under the laws of the State of Louisiana,
          and has all requisite  corporate  power  to issue the Senior Debt
          Securities.

              2.  The proposed issuance of the Senior  Debt  Securities has
          been  duly  authorized  by Century's Board of Directors  and  the
          Senior Debt Securities will,  when  issued in accordance with the
          terms and conditions of the February  Resolutions,  the Indenture
          and the Registration Statement, be validly issued.

              3.  The  Senior Debt Securities of each series to  be  issued
          under the Indenture  will be valid and binding obligations of
          Century (except to the  extent  the enforceability thereof may be
          limited  by  applicable bankruptcy,  insolvency,  reorganization,
          moratorium, fraudulent  transfer  or other similar laws affecting
          the  enforcement  of creditors' rights  generally  and  that  the
          remedy of specific  performance and injunctive and other forms of
          equitable relief may  be subject to equitable defenses and to the
          discretion of the court before which any proceeding therefore may
          be  brought), when (i) the  Registration  Statement,  as  finally
          amended,  shall have become effective under the Securities Act of
          1933, as amended, and the Indenture shall have been qualified under
          the Trust Indenture Act of 1939, as amended, and duly executed and
          delivered by  Century  and  the Trustee, (ii) Century's Board of
          Directors  or the Executive Committee  thereof  shall  have  duly
          adopted final resolutions authorizing the issuance of such series
          of  Senior  Debt   Securities  and  establishing  the  terms  and
          conditions thereof,  and (iii) the Senior Debt Securities of such
          series shall have been duly executed by Century and authenticated
          by the Trustee as provided  in  the Indenture and shall have been
          duly delivered to the purchasers  thereof  against payment of the
          agreed consideration therefor as described in  the  Indenture and
          Registration Statement.

              The  opinions  rendered  herein  are specifically limited  to
          currently applicable United States federal  law  and  the laws of
          the  State  of Louisiana as they relate to the opinions expressed
          herein. We are  members  of the bar of the State of Louisiana and
          have neither been admitted  to  nor  purport to be experts on the
          laws of any other jurisdiction.  We express  no opinion as to the
          application  of the securities or blue sky laws  of  the  various
          states to the sale of any Senior Debt Securities.

              We consent to the filing of this opinion as an exhibit to the
          Registration  Statement  and  to  the  reference  to  us  in  the
          prospectus forming  a  part  thereof  under  the  caption  "Legal
          Matters."   In  giving  this consent, we do not admit that we are
          within the category of persons  whose  consent  is required under
          Section  7  of  the  Securities Act of 1933, as amended,  or  the
          general rules and regulations of the Commission.

                                  Yours very truly,

                                  JONES, WALKER, WAECHTER,
                                     POITEVENT, CARRERE & DENEGRE, L.L.P.



                                  By:   /s/ Kenneth J. Najder
                                      _________________________
                                        Kenneth J. Najder




                                                                 Exhibit 12
                                                  to Registration Statement

                          RATIO OF EARNINGS TO FIXED CHARGES
                     FOR EACH OF THE FIVE YEARS ENDED DECEMBER 31
                                     (unaudited)

<TABLE>
<CAPTION>


                            1989       1990       1991      1992       1993
                         _________   ________   ________   ________   ________
 <S>                     <C>        <C>         <C>        <C>        <C>            
 Income before the     
   cumulative effect of                 
   changes in accounting
   principles            $ 22,164   $ 31, 098   $ 37,419   $ 59,973   $ 69,004

 Income taxes              10,740      17,396     20,070     32,599     37,252
                         _________  __________  _________  _________  _________

 Pretax income             32,904      48,494     57,489     92,572    106,256
                         _________  __________  _________  _________  _________

 Adjustments to Earnings:

   Fixed charges           22,649      24,351     22,693     27,220     30,150

   Capitalized interest      (508)       (412)       (91)      (547)       (76)

   Gross earnings from 
    unconsolidated cellular   
    partnerships             (469)       (517)    (1,793)    (2,526)    (7,167)

   Distributed earnings 
    from unconsolidated         
    cellular partnerships       0         416         82        395      1,587

   Gross losses from
    unconsolidated cellular         
    partnerhips                352        585      1,096        834        541

   Minority losses
    from majority-owned    
    subsidiaries              (808)      (405)     (478)       (315)      (625)
                         __________ __________ __________  _________  _________
   
 Earnings as adjusted       54,120     72,512    78,998     117,633    130,666
                         __________ __________ __________  _________  _________
          
 Fixed charges:
   
   Interest expense         22,417     24,132    22,504      27,166     30,149

   Preferred dividends 
    of subsidiaries paid          
    to ouside parties         232         219       189          54          1
                         __________ __________ ___________ _________ __________

                           22,649      24,351    22,693      27,220     30,150
                         __________ __________ __________ __________ __________

   Ratio of earnings to
    fixed charges            2.39        2.98      3.48        4.32       4.33
                         ========== ========== ========== ========== ==========

</TABLE>


                                                               Exhibit 23.1





                            INDEPENDENT AUDITORS' CONSENT


          The Board of Directors
          Century Telephone Enterprises, Inc.


          We  consent  to  the  use  of  our report dated February 4, 1994,
          incorporated herein by reference  and  to  the  references to our
          firm under the headings "Selected Financial Data"  and  "Experts"
          in  the  Prospectus.  Our report refers to changes in the methods
          of accounting for income taxes and post-retirement benefits other
          than pensions in 1992.


          /s/ KPMG Peat Marwick
          KPMG PEAT MARWICK



          Shreveport, Louisiana
          March 29, 1994


                                                            Exhibit 23.2
                                                to the Registration Statement


                          
                          
                          CONSENT OF INDEPENDENT ACCOUNTANTS


     We consent to the incorporation by reference of our report on the
     consolidated balance sheets of Celutel, Inc. and Subsidiaries as of
     April 30, 1993 and 1992, and the consolidated statements of operations,
     changes in shareholders' deficit and cash flows for the years ended April
     30, 1993, 1992 and 1991, included in the report on Form 8-K of Century
     Telephone Enterprises, Inc. (Century), dated October 8, 1993, into the
     registration statement on Form S-3 of Century dated March 30, 1994.  We
     also consent to the reference to our firm under the caption "Experts."


     /s/ Coopers & Lybrand
      Coopers & Lybrand  
                                                         
     Washington, D.C.
     March 30, 1994


                                                 Registration No.33-       




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                                
                                       

                                    FORM T-1


                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                 OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)  X  

                                                

                    FIRST AMERICAN BANK & TRUST OF LOUISIANA
              (Exact names of trustees as specified in its charter)

                                   72-0579712
                                (I.R.S. Employer
                               Identification No.)

      1500 North Eighteenth Street                                         
      Monroe, Louisiana                                             71201
(Address of principal executive offices)                         (Zip Code)

                                                

                       CENTURY TELEPHONE ENTERPRISES, INC.

            (Exact names of obligors as specified in their charters)


      LOUISIANA                                            72-0651161
(States or other jurisdictions of                         (I.R.S. Employer
incorporation or organization)                         Identification Nos.)

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

      
                           ALL SENIOR DEBT SECURITIES
                       (Title of the indenture securities)
                       
Item 1.     General Information
            Furnish the following information as to the trustee:
            
            (a)   Name and address of each examining or supervising
            authority to which it is subject.

                      FEDERAL DEPOSIT INSURANCE CORPORATION
                               MEMPHIS, TENNESSEE

                   LOUISIANA OFFICE OF FINANCIAL INSTITUTIONS
                             BATON ROUGE, LOUISIANA

            (b)   Whether it is authorized to exercise corporate trust
            powers.
                                       YES


Item 2.     Affiliations with the obligors.

            If any of the obligors is an affiliate of the trustee,
            describe each such affiliation.

               NONE OF THE OBLIGORS IS AN AFFILIATE OF THE TRUSTEE


Item 3.     Voting securities of the trustee.

            Furnish the following information as to each class of
            voting securities of the trustee:
                  
                  Col. A                         Col. B
              Title of Class               Amount outstanding

              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                            AND RESPONSE TO ITEM 13.


Item 4.     Trusteeships under other indentures.

            If the trustee is a trustee under another indenture under
            which any other securities, or certificates of interest or
            participation in any other securities, of the obligors are
            outstanding furnish the following information:

            (a)   Title of the securities outstanding under each such other
            indenture.
      
              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                            AND RESPONSE TO ITEM 13.

            (b)   A brief statement of the facts relied upon as a basis for
            the claim that no conflicting interest within the meaning of
            Section 310(b)(1) of the Act arises as a result of the
            trusteeship under any such other indenture, including a
            statement as to how the indenture securities will rank as
            compared with the securities issued under such other
            indenture.


              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B 
                            AND RESPONSE TO ITEM 13.


Item 5.     Interlocking directorates and similar relationships
            with the obligors or underwriters.

            If the trustee or any of the directors or executive officers of the
            trustee is a director, officer, partner, employee, appointee or
            representative of any of the obligors or of any underwriter for the
            obligors, identify each such person having any such connection and
            state the nature of each such connection.

              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                            AND RESPONSE TO ITEM 13.


Item 6.     Voting securities of the trustee owned by the 
            obligors or their officials.

            Furnish the following information as to the voting securities of
            the trustee owned beneficially by the obligors and each director,
            partner and executive officer of the obligors.

      Col. A             Col. B            Col. C             Col. D
                                                           Percentage of 
                                                         voting securities      
                                                          represented by
                                       Amount owned        amount given
   Name of owner     Title of Class    beneficially          in Col. C 
   _____________     ______________    _____________     _________________

              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                            AND RESPONSE TO ITEM 13.


Item 7.     Voting securities of the trustee owned by underwriters or their
            officials.

            Furnish the following information as to the voting securities
            of the trustee owned beneficially by each underwriter for the 
            obligors and each director, partner and executive officer of each
            such underwriter.


      Col. A             Col. B            Col. C             Col. D
                                                          Percentage of
                                                        voting securities
                                                          represented by
                                      Amount owned         amount given
   Name of owner    Title of Class    beneficially          in Col. C   
   _____________    ______________    ____________     _________________

              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                            AND RESPONSE TO ITEM 13.


Item 8.     Securities of the obligors owned or held by the 
            trustee.

            Furnish the following information as to securities of the
            obligors owned beneficially or held as collateral security for
            obligations in default by the trustee.

      Col. A          Col. B              Col. C               Col. D
                    Whether the        Amount owned 
                    securities     beneficially or held   Percent of class
                    are voting    as collateral security    represented by
                   or nonvoting      for obligations         amount given
  Title of Class    securities         in default             in Col. C 
  ______________   ____________   ______________________  _________________

              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                            AND RESPONSE TO ITEM 13.


Item 9.     Securities of underwriters owned or held by the 
            trustee.

            If the trustee owns beneficially or holds as collateral
            security for obligations in default any securities of an 
            underwriter for the obligors, furnish the following information
            as to each class of securities of such underwriter any of which
            are so owned or held by the trustee.

      Col. A             Col. B            Col. C             Col. D
                                        Amount owned
                                   beneficially or held  Percent of class
                                  as collateral security  represented by
Name of issuer and      Amount      for obligations in     amount given
  title of class     outstanding    default by trustee       in Col. C  
__________________  ____________  ______________________  _________________

             NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                           AND RESPONSE TO ITEM 13.
        

Item 10.    Ownership or holdings by the trustee of voting securities of 
            certain affiliates or security holders of the obligors.

            If the trustee owns beneficially or holds as collateral security 
            for obligations in default voting securities of a person who, to 
            the knowledge of the trustee (1) owns 10 percent or more of the 
            voting securities of any of the obligors or (2) is an affiliate,
            other than a subsidiary, or any of the obligors, furnish the
            following information as to the voting securities of such person:

      Col. A             Col. B            Col. C             Col. D
                                       Amount owned
                                    beneficially or held  Percent of class
                                   as collateral security  represented by
Name of issuer and     Amount       for obligations in     amount given
  title of class     outstanding    default by trustee       in Col. C 
__________________   ___________   ______________________ _________________


             NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                           AND RESPONSE TO ITEM 13.

Item 11.    Ownership or holdings by the trustee of any securities of a person 
            owning 50 percent or more of the voting securities of the obligors.

            If the trustee owns beneficially or holds as collateral security
            for obligations in default any securities of a person who, to the
            knowledge of the trustee owns 50 percent or more of the voting
            securities of any of the obligors, furnish the following 
            information as to each class of securities of such person any of
            which are so owned or held by the trustee.

      Col. A             Col. B            Col. C              Col. D
                                        Amount owned      
                                     beneficially or held   Percent of class
                                    as collateral security   represented by
Name of issuer and      Amount        for obligations in     amount given
  title of class      outstanding      default by trustee     in Col C.
__________________    ___________   ______________________  _________________


              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                            AND RESPONSE TO ITEM 13.


Item 12.    Indebtedness of the obligors to the trustee.

            Except as noted in the instructions, if any of the obligors is
            indebted to the trustee, furnish the following information:

            Col. A             Col. B            Col. C

           Nature of           Amount
         Indebtedness       Outstanding          Date Due
         ____________       ____________         _________

              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B
                            AND RESPONSE TO ITEM 13.


Item 13.    Defaults by the obligors.

            (a)   State whether there is or has been a default with respect
            to the securities under this indenture.  Explain the nature of
            any such default.

              THERE IS NOT, NOR HAS THERE BEEN, A DEFAULT WITH RESPECT TO
                       THE SECURITIES UNDER THIS INDENTURE.
                         
            (b)   If the trustee is a trustee under another indenture
            under which any other securities, or certificates of
            interest or participation in any other securities, of the
            obligors are outstanding, or is trustee for more than one
            outstanding series of securities under the indenture,
            state whether there has been a default under any such
            indenture or series, identify the indenture or series
            affected, and explain the nature of any such default.

              THERE HAS NOT BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR
                                    SERIES.


Item 14.    Affiliations with the underwriters.

            If any underwriter is an affiliate of the trustee, describe each 
            such affiliation.

              NOT APPLICABLE BY VIRTUE OF FORM T-1 GENERAL INSTRUCTION B 
                            AND RESPONSE TO ITEM 13.


Item 15.    Foreign trustee.

            Identify the order or rule pursuant to which the foreign
            trustee is authorized to act as sole trustee under indentures
            qualified or to be qualified under the Act.

                                 NOT APPLICABLE.


Item 16.    List of exhibits.

            List below all exhibits filed as a part of this statement
            of eligibility.

            1.    A copy of the articles of incorporation of the trustee as 
                  now in effect.
            2.    A copy of the certificate of authority of the trustee to 
                  commence business.
            3.    Authorization of the trustee to exercise corporate trust 
                  powers contained in Exhibit 2.
            4.    A copy of the existing by-laws of the trustee.
            5.    Not applicable.
            6.    The consent of the trustee required by Section 321(b) of 
                  the Act.
            7.    A copy of the latest report of condition of the trustee 
                  published pursuant to law or the requirements of its 
                  supervising or examining authority.
            8.    Not applicable.
            9.    Not applicable.


            
<PAGE>
                              SIGNATURE


      Pursuant to the requirement of the Trust Indenture Act of 1939
the trustee, First American Bank & Trust of Louisiana, a state
banking corporation organized and existing under the laws of the
State of Louisiana, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Monroe and State of Louisiana, on
the 17th day of March, 1994.

      
                  FIRST AMERICAN BANK & TRUST OF LOUISIANA

      
                  By:  /s/ William W. Keith                          
                       ____________________
                         WILLIAM W. KEITH
                       EXECUTIVE VICE PRESIDENT 
                         and TRUST OFFICER
                  





<PAGE>

                                INDEX TO EXHIBITS


  Exhibit
   No.                    Exhibit 


   1.          A copy of the articles of incorporation
                of the trustee as now in effect................ P

   2.          A copy of the certificate of authority
                of the trustee to commence business............ P

   3.          Authorization of the trustee to exercise
                corporate trust powers  contained in
                Exhibit 2...................................... P

   4.          A copy of the existing by-laws of the
                trustee........................................ P

   5.          Not applicable.................................. P

   6.          The consent of the trustee required by
                Section 321(b) of the Act...................... P

   7.          A copy of the latest report of condition
                of the trustee published pursuant to law
                or the requirements of its supervising
                or examining authority......................... P

   8.          Not applicable.................................. P

   9.          Not applicable.................................. P 



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