SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EWING R STEWART JR
(Last) (First) (Middle)
100 CENTURYTEL DRIVE
(Street)
MONROE LA 71203
(City) (State) (Zip)
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)
Ex. VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/27/2004 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 02/25/2004 M 423(1) A $0 28,329.48 D
Common Stock 02/25/2004 A 18,300 A $0 46,629.48 D
Common Stock 938.59 I By 401(k)(2)
Common Stock 15,583.73 I By ESOP(3)
Common Stock 3,513.98 I By PAYSOP(4)
Common Stock 16,311.43 I By Stock Bonus Plan(5)
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 Securities Underlying Derivative Security (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: 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) $28.34 02/25/2004 A 62,500 02/25/2004(6) 02/25/2014(7) Common Stock 62,500 $0 62,500 D
Performance Shares.99 (8) 02/25/2004 M 1,095 (9) (10) Common Stock 1,095 $0 0.00 D
Employee Stock Option (right to buy) $17.64 11/22/1995 05/22/2005 Common Stock 30,442 30,442 D
Employee Stock Option (right to buy) $13.5 02/24/1997(11) 02/24/2007 Common Stock 59,616 59,616 D
Employee Stock Option (right to buy) $34.63 02/21/2001(12) 02/21/2010 Common Stock 85,000 85,000 D
Employee Stock Option (right to buy) $28.03 05/21/2002(13) 05/21/2011 Common Stock 81,000 81,000 D
Employee Stock Option (right to buy) $32.99 02/25/2003(14) 02/25/2012 Common Stock 81,000 81,000 D
Employee Stock Option (right to buy) $27.48 02/24/2004(15) 02/24/2013 Common Stock 81,000 81,000 D
Phantom Stock Units $0.00(16) (17) (17) Common Stock 5,251.2 5,251.2 D
Explanation of Responses:
1. Represents the number of shares earned under the performance shares granted in 1999, based on the Company's total shareholder return over a five year period compared to other telecommunications companies.
2. As of most recent statement available
3. As of December 31, 2003, the most recent statement available.
4. As of December 31, 2003, the most recent statement available.
5. As of December 31, 2003, the most recent statement available.
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. Amended to correct error in termination date.
8. Security converts on a one for one basis.
9. The award vests based upon the Company's total shareholder return over a five year period compared to the other companies included in an index of telecommunications companies.
10. Exercisable as soon as practicable after December 31, 2003.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. Security converts on a 1-to-1 basis.
17. 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.
Remarks:
By: Kay C. Buchart, Attorney-In-Fact 02/08/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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