SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
To Registration Statement on Form 8-A
filed November 28, 1986, as amended on December 23, 1988,
relating to
Preferred Stock Purchase Rights
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENTURY TELEPHONE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-0651161
(State of incorporation) (I.R.S.Employer
or organization) Identification Number)
100 Century Park Drive, Monroe, Louisiana 71203
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
so registered on which each class is registered
Series AA Junior Participating Preferred New York Stock Exchange
Stock Purchase Rights
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act:
None
The undersigned registrant hereby amends the following items
and exhibits or other portions of its Registration Statement
on Form 8-A as follows:
1. Item 1 is hereby amended to read in its entirety as
follows:
The preferred stock purchase rights (the "Former
Rights") of Century Telephone Enterprises, Inc. (the
"Company") registered under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), pursuant to the
Company's Registration Statement on Form 8-A filed
November 28, 1986, as amended on December 23, 1988 (the
"Registration Statement"), expired on November 27, 1996.
Accordingly, the Company hereby removes all of the Former
Rights from registration under the Registration
Statement. Successor rights were registered under the
Exchange Act pursuant to the Company's Registration
Statement on Form 8-A filed with the Securities and
Exchange Commission on August 30, 1996.
2. Item 2 is hereby deleted.
Signature
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this amendment to its registration statement to be
signed on its behalf by the undersigned, thereto duly
authorized.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Harvey P. Perry
Harvey P. Perry
Senior Vice President,
General Counsel and
Secretary
Dated: December 2, 1996
