Lumen Technologies, Inc. — Director's Dealing 2004

Nov 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTURYTEL INC (CTL)
CIK: 0000018926
Period of Report: 2004-11-24

Reporting Person: EWING R STEWART JR (Ex. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-24	Common Stock	M	30442	$17.64	Acquired	77071.48	Direct
2004-11-24	Common Stock	S	30442	$33.04	Disposed	46629.48	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-24	Employee Stock Option (right to buy)	$17.64	M	30442	Disposed	2005-05-22	Common Stock (30442.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	957.36	Indirect
Common Stock	16037.38	Indirect
Common Stock	3537.93	Indirect
Common Stock	16427.95	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$28.34	2004-02-25	Common Stock (62500.00)	62500.00	Direct
Employee Stock Option (right to buy)	$13.50	2007-02-24	Common Stock (59616.00)	59616.00	Direct
Employee Stock Option (right to buy)	$34.63	2010-02-21	Common Stock (85000.00)	85000.00	Direct
Employee Stock Option (right to buy)	$28.03	2011-05-21	Common Stock (81000.00)	81000.00	Direct
Employee Stock Option (right to buy)	$32.99	2012-02-25	Common Stock (81000.00)	81000.00	Direct
Employee Stock Option (right to buy)	$27.48	2013-02-24	Common Stock (81000.00)	81000.00	Direct
Phantom Stock Units	$0.00		Common Stock (6159.10)	6159.10	Direct

Footnotes

F1: As of most recent statement available

F2: As of December 31, 2003, the most recent statement available.

F3: As of December 31, 2003, the most recent statement available.

F4: As of December 31, 2003, the most recent statement available.

F5: One-third of the options are exercisable immediately, one-third are exercisable 2/25/05, and one-third are exercisable 2/25/06.

F6: One-third of the Stock Options are exercisable immediately, one-third are exercisble on 2/24/98, and one-third are exercisable on 2/24/99.

F7: 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.

F8: 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.

F9: 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.

F10: One-third of the Stock Options are exercisable 2/24/04, one-third are exercisable 2/24/05, and one-third are exercisable 2/24/06.

F11: Security converts on a 1-to-1 basis.

F12: 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.