CENTURY TELEPHONE ENTERPRISES INC
S-4/A, 1994-05-31
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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     As filed with the Securities and Exchange Commission on May 31, 1994

                                                Registration No. 33-50791



           SECURITIES AND EXCHANGE COMMISSION


                  Washington, D.C. 20549



           Post-Effective Amendment No. 1
                         to
                      FORM S-4


 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933





                 Century Telephone Enterprises, Inc.
        (Exact name of Registrant as specified in its charter)
<TABLE>
<C>                             <C>                           <C>
         Louisiana                        4813                       72-0651161
      (State or other           (Primary Standard Industrial      (I.R.S. Employer
jurisdiction of incorporation   Classification Code Number)   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)

</TABLE>


<TABLE>
<C>                                 <C>                                      <C> 
           Copy to:                        HARVEY P. PERRY, ESQ.                  Copy to:
    KENNETH J. NAJDER, ESQ.         Senior Vice President, General Counsel    WILLIAM S. CLARKE, ESQ.
   Jones, Walker, Waechter,                   and Secretary                     William Clarke, P.A.
Poitevent, Carrere & Denegre, L.L.P.   Century Telephone Enterprises, Inc.     5 Independence Way
201 St. Charles Avenue, 51st Floor         100 Century Park Drive            Princeton, New Jersey  08540
New Orleans, Louisiana 70170-5100        Monroe, Louisiana  71203                 (609) 520-0111
         (504) 582-8000                     (318) 388-9500
                          (Name, address, including zip code, and telephone number,
                                 including area code, of agent for service)
                           
</TABLE>





       If  any  of the securities being registered on this form are being 
offered in connection with the formation  of  a  holding company and 
there is compliance with General Instruction G, please check the following 
box.  [ ]







       This Post-Effective amendment shall become effective in accordance 
with Section 8(c) of the Securities Act of 1933 or until  such  date  as  
the Commission, acting pursuant to Section 8(c), may determine.


<PAGE>

                         CENTURY TELEPHONE ENTERPRISES, INC.


               Of  the  1,950,000  shares  of common stock and accompanying
          preferred stock purchase rights of Century Telephone Enterprises,
          Inc. ("Century") registered under  this Registration Statement in
          connection with the merger of Celutel,  Inc.  with a wholly-owned
          subsidiary of Century (the "Merger"), Century expects  that  only
          1,902,342  such  shares  and accompanying rights will actually be
          issued in connection with  the  consummation  of  the  Merger  on
          February  10,  1994  (although  the exact number ultimately to be
          issued  cannot  be  calculated  until   all  the  former  Celutel
          stockholders  transmit their certificates  formerly  representing
          shares of stock  of  Celutel,  Inc.  and Century's exchange agent
          determines how the cash settlement of  fractional  shares affects
          such  calculation).   Accordingly,  Century  hereby removes  from
          registration  hereunder  all shares of Century common  stock  and
          accompanying preferred stock  purchase  rights  not  issuable  in
          connection  with  the Merger (which number of shares is estimated
          at 47,658).




<PAGE>
                                            SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
          the Registrant has  duly caused this Post-Effective Amendment No.
          1 to the Registration Statement to be signed on its behalf by the
          undersigned, thereunto  duly  authorized,  in the City of Monroe,
          State of Louisiana, on May 31, 1994.


                                            CENTURY TELEPHON ENTERPRISES, INC.



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


                                        POWER OF ATTORNEY

                Pursuant to the requirements of the Securities Act of 1933,
          this Post-Effective Amendment No. 1 to the Registration Statement
          has been signed by the following persons in the capacities and on
          the dates indicated.
<TABLE>
<CAPTION>

                 Signature                        Title                   Date
             <C>                          <C>                             <C>

                     *                    Chairman of the Board           May 31, 1994
             Clarke M. Williams                of Directors


                     *                       President, Chief             May 31, 1994
             Glen F. Post, III            Executive Officer and
                                           Vice Chairman of the
                                            Board of Directors

                     *                  Senior Vice President and         May 31, 1994
           R. Stewart Ewing, Jr.         Chief Financial Officer
                                      (Principal Financial Officer)

                     *                          Controller                May 31, 1994
              Murray H. Greer         (Principal Accounting Officer)


                     *                 President-Telecommunications       May 31, 1994
               W. Bruce Hanks             Services and Director


            /s/ Harvey P. Perry     Senior Vice President, Secretary,     May 31, 1994
              Harvey P. Perry          General Counsel and Director


                     *                  President-Telephone Group         May 31, 1994
               Jim D. Reppond                  and Director




                     *                           Director                 May 31, 1994
           William R. Boles, Jr.


                     *                           Director                 May 31, 1994
             Ernest Butler, Jr.


                     *                           Director                 May 31, 1994
              Calvin Czeschin


                     *                           Director                 May 31, 1994
              James B. Gardner


                     *                           Director                 May 31, 1994
            R. L. Hargrove, Jr.


                     *                           Director                 May 31, 1994
               Johnny Hebert


                     *                           Director                 May 31, 1994
               F. Earl Hogan


                     *                           Director                 May 31, 1994
               Tom S. Lovett


                     *                           Director                 May 31, 1994
               C. G. Melville



          *By:    /s/ Harvey P. Perry
                    Harvey P. Perry
                    Attorney-in-fact



          
</TABLE>



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