Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
GOFF STACEY W
  2. Issuer Name and Ticker or Trading Symbol
CENTURYTEL INC [CTL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Gen. Counsel
(Last)
(First)
(Middle)
100 CENTURYTEL DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2005
(Street)

MONROE, LA 71203
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2005   M   5,000 A $ 26.18 29,000 D  
Common Stock 03/01/2005   M   9,667 A $ 26.95 38,667 D  
Common Stock 03/01/2005   S   14,667 D $ 34 24,000 D  
Common Stock               724.37 I By 401(k)
Common Stock               824.04 I By ESOP (1)
Common Stock               355.19 I By Stock Bonus Plan (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 26.18 03/01/2005   M     5,000 03/21/2002 03/21/2011 Common Stock 5,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 26.95 03/01/2005   M     9,667 03/14/2004 03/14/2013 Common Stock 9,667 $ 0 19,333 D  
Employee Stock Option (right to buy) $ 34.63             02/21/2001(3) 02/21/2010 Common Stock 9,400   9,400 D  
Employee Stock Option (right to buy) $ 28.03             05/21/2002(4) 05/21/2011 Common Stock 8,000   8,000 D  
Employee Stock Option (right to buy) $ 32.99             02/25/2003(5) 02/25/2012 Common Stock 18,000   18,000 D  
Employee Stock Option (right to buy) $ 34.2             08/26/2004 08/26/2013 Common Stock 50,000   50,000 D  
Employee Stock Option (right to buy) $ 28.34             02/25/2004(6) 02/25/2014 Common Stock 40,500   40,500 D  
Employee Stock Option (right to buy) $ 33.4             02/17/2005(7) 02/17/2015 Common Stock 40,500   40,500 D  
Phantom Stock Units $ 0 (8)               (9)   (9) Common Stock 100   100 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOFF STACEY W
100 CENTURYTEL DRIVE
MONROE, LA 71203
      Sr. VP, Gen. Counsel  

Signatures

 By: Kay Buchart, Attorney-In-Fact   03/01/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) As of December 31, 2003, the most recent statement available.
(2) As of December 31, 2003, the most recent statement available.
(3) One-third of the Stock Options are exercisable 2/21/2001, one-third are exercisable on 2/21/2002, and one-third are exercisable on 2/21/2003.
(4) One-third of the Stock Options are exercisable 5/21/02, one-third are exercisable 5/21/03, and one-third are exercisable 5/21/04.
(5) One-third of the Stock Options are exercisable 2/25/03, one-third are exercisable 2/25/04, and one-third are exercisable 2/25/05.
(6) One-third of the options are exercisable immediately, one-third are exercisable 2/25/05, and one-third are exercisable 2/25/06.
(7) One-third of the options are exercisable immediately, one-third are exercisable 2/17/06, and one-third are exercisable 2/17/07.
(8) Security converts on a 1-to-1 basis.
(9) The reported phantom stock units were acquired under CTE's excess benefit plan and will be settled upon the reporting person's termination of service.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.