CENTURY TELEPHONE ENTERPRISES INC
S-3DPOS, 1995-04-17
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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    As filed with the Securities and Exchange Commission on April 17, 1995

                                                     Registration No. 33-47211




                   SECURITIES AND EXCHANGE COMMISSION


                         Washington, D.C. 20549





                     Post-Effective Amendment No. 1
                                   to
                                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                      4813                      72-0651161
     (State or other           (Primary Standard Industrial    (I.R.S. Employer
jurisdiction of incorporation  Classification Code Number)      Identification
     or organization)                                               Number)


                             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)




                              HARVEY P. PERRY, ESQ.
                      Senior Vice President, General Counsel
                                  and Secretary
                       Century Telephone Enterprises, Inc.
                              100 Century Park Drive
                             Monroe, Louisiana  71203
                                  (318) 388-9500
             (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

                                     Copy to:
                             KENNETH J. NAJDER, ESQ.
                             Jones, Walker, Waechter,
                       Poitevent, Carrere & Denegre, L.L.P.
                        201 St. Charles Avenue, 51st Floor
                        New Orleans, Louisiana 70170-5100
                                  (504) 582-8000



               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  on  such  date  as  the
  Commission, acting pursuant to Section 8(c), may determine.


<PAGE>

                         CENTURY TELEPHONE ENTERPRISES, INC.


               Pursuant to  this  Registration Statement, Century Telephone
          Enterprises, Inc. ("Century")  registered the resale of 3,026,316
          shares  of  its  common  stock and accompanying  preferred  stock
          purchase  rights  issuable  upon   the   conversion   of  its  6%
          Convertible   Debentures   due   2007   (the  "Debentures").   In
          connection with the issuance of the Debentures, Century agreed to
          use  its  best  efforts  to  maintain the effectiveness  of  this
          Registration Statement until February  6,  1995.   As of the date
          hereof,  no  shares  of  Century  common  stock  or  accompanying
          preferred stock purchase rights have been sold pursuant  to  this
          Registration Statement.  Accordingly, Century hereby removes from
          registration  hereunder  all  shares  of Century common stock and
          accompanying  preferred  stock purchase rights  registered  under
          this Registration Statement.


<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 April 17, 1995.


                                        CENTURY TELEPHONE 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       April 17, 1995
             Clarke M. Williams                of Directors


                     *                       President, Chief         April 17, 1995
             Glen F. Post, III            Executive Officer and
                                           Vice Chairman of the
                                            Board of Directors

                     *                  Senior Vice President and     April 17, 1995
           R. Stewart Ewing, Jr.         Chief Financial Officer
                                      (Principal Financial Officer)

                     *                          Controller            April 17, 1995
              Murray H. Greer         (Principal Accounting Officer)


                                       President-Telecommunications   
              W. Bruce Hanks             Services and Director


          /s/ Harvey P. Perry       Senior Vice President, Secretary, April 17, 1995
              Harvey P. Perry          General Counsel and Director


                     *                Vice President-Telephone Group  April 17, 1995
               Jim D. Reppond                  and Director




                                                 Director
           William R. Boles, Jr.


                                                 Director
              Virginia Boulet


                     *                           Director             April 17, 1995
             Ernest Butler, Jr.


                     *                           Director             April 17, 1995
              Calvin Czeschin


                                                 Director
              James B. Gardner


                     *                           Director             April 17, 1995
            R. L. Hargrove, Jr.


                     *                           Director             April 17, 1995
               Johnny Hebert


                     *                           Director             April 17, 1995
               F. Earl Hogan


                     *                           Director             April 17, 1995
               C. G. Melville



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

</TABLE>         



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