Filed Pursuant to
Rule 424(b)(3) and 424(c)
Registration Statement No. 33-17114
SUPPLEMENT TO THE PROSPECTUS
of
CENTURY TELEPHONE ENTERPRISES, INC.
dated February 6, 1995
(relating to the Century Telephone Enterprises, Inc.
Automatic Dividend Reinvestment and Stock Purchase Service)
The information set forth below supplements and updates the
information furnished in the Prospectus of Century Telephone
Enterprises, Inc. (the "Company") dated February 6, 1995 relating
to the Company's Automatic Dividend Reinvestment and Stock
Purchase Service (the "Plan").
Adoption of New Rights Plan
On August 27, 1996, the Board of Directors of Century
Telephone Enterprises, Inc. (the "Company") declared a dividend
payable November 1, 1996 of one preference share purchase right
("Right") for each outstanding share of common stock of the
Company ("Common Shares") held of record on September 30, 1996
(the "Record Date"), and for each Common Share that becomes
outstanding between the Record Date and the earliest of the
Distribution Date (as defined below) or the date the Rights are
redeemed or expire. The Rights will be issued pursuant to a
Rights Agreement dated as of August 27, 1996 (the "Rights
Agreement") between the Company and Society National Bank, as
Rights Agent. Generally, the Rights become exercisable only
after an entity acquires 15% or more of the outstanding Common
Shares or commences or announces a tender offer that will result
in the entity owning 15% or more of the Common Shares (the
"Distribution Date"). Following any Distribution Date, each
Right will entitle the holder to purchase from the Company one
one-hundredth of a share of the Company's Series BB Participating
Cumulative Preference Stock ("Preference Shares") for an exercise
price of $110, subject to adjustment under certain circumstances.
After an entity acquires 15% or more of the outstanding Common
Shares, each Right would then entitle its holder (other than the
acquiring entity) to purchase, at the exercise price, the number
of Common Shares or other securities of the Company (or, in
certain situations, the acquiring entity) having a market value
of twice the Right's exercise price. Under certain
circumstances, the Company may redeem the Rights at $.01 each or
exchange each Right for one Common Share. The Rights will expire
on November 1, 2006, unless such date is extended or the Rights
are redeemed or exchanged earlier by the Company. The Rights are
intended to replace preferred stock purchase rights issued under
the Company's November 17, 1986 rights plan. The rights issued
under this 1986 plan will expire on November 27, 1996.
By virtue of the distribution of Rights described above,
each Common Share held of record on the Record Date by the Plan
will have one Right attached thereto. In addition, for each
newly-issued Common Share that is registered in the Plan's name
for the account of participants between the Record Date and the
earliest of the Distribution Date or the date the Rights are
redeemed or expire, the Plan will receive one Right (subject to
adjustment under certain circumstances).
A copy of the Rights Agreement is available upon request to
the Company, 100 Century Park Drive, Monroe, Louisiana 71203,
Attention: Secretary.
The date of this Supplement is November 1, 1996.
