8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934 Date
       of Report (Date of earliest event reported) March 12, 1998

                       CENTURY TELEPHONE ENTERPRISES, INC.
             (Exact name of Registrant as specified in its charter)

    Louisiana                       1-7784                      72-0651161
 (State or other                (Commission file               (IRS Employer
 jurisdiction of                    number)                 Identification No.)
 incorporation)

 100 Century Park Drive, Monroe, Louisiana                         71203
 (Address of principal executive offices)                       (Zip Code)

    Registrant's telephone number, including area code - (318)388-9000



Item 5.  Other Events

Execution of Ameritech Agreement
- --------------------------------

    On March 12, 1998, Century Telephone  Enterprises,  Inc. ("Century") entered
into definitive  agreements to purchase from affiliates of Ameritech Corporation
("Ameritech") the assets of certain of Ameritech's local telephone and directory
publishing  operations in parts of northern and central Wisconsin.  In exchange,
Century has agreed to pay $225  million  cash,  subject to certain  post-closing
adjustments.

    The assets to be purchased include (i) approximately 85,000 access lines and
related property and equipment comprising  Ameritech's local exchange operations
in 19 exchanges that serve  approximately  68,000  customers in 21 predominantly
rural communities in Wisconsin, (ii) Ameritech's directory publishing operations
that relate to nine  telephone  directories  serving  such  customers  and (iii)
approximately $4 million in net receivables.  The assets to be conveyed will not
include  Ameritech's  operations  relating to the  provision of intra- LATA toll
service,  calling  card  service,  wholesale  operator or  directory  assistance
service,   wireless  service,  security  monitoring  service  or  certain  other
equipment,  maintenance, leasing and pay phone services not typically associated
with local  exchange  operations.  Century  will not assume any  liabilities  of
Ameritech other than those  associated with contracts  transferred in connection
with the sale. The purchase price will be adjusted post-closing if the amount of
net receivables  acquired by Century are greater than $4 million or less than $3
million.

    Consummation of the transactions is subject to, among other things,  (i) the
receipt of approval from the Federal Communications Commission,  (ii) the filing
of notification reports under the Hart-Scott-Rodino  Antitrust  Improvements Act
of 1976 and (iii)  various  other  customary  closing  conditions.  Century  and
Ameritech  also  intend to review  details of the  transactions  with the Public
Service Commission of Wisconsin,  as well as file new tariffs for the properties
involved. Century has agreed to pay Ameritech $11.25 million if the transactions
are not consummated under certain specified circumstances.

    Results of operations are not expected to be materially  impacted during the
first year subsequent to consummation of the transaction.

    Additional  information  regarding the acquisition is set forth in Century's
press  release  announcing  the  transactions,  which is filed as  Exhibit  99.1
hereto.

Stock Split
- -----------

    On March 31, 1998, the Company  effected a three-for-two  stock split in the
form of a 50% stock dividend with respect to each share of the Company's  common
stock  outstanding  on March 10, 1998. In  accordance  with Section 11(n) of the
Rights  Agreement dated as of August 27, 1996 between the Company and the Rights
Agent named therein,  each Right shall hereinafter entitle the holder thereof to
purchase,  on the terms  and  conditions  of the  Rights  Agreement,  1/150 of a
Preference Share at a purchase price of $73.33 per 1/150 of a Preference  Share.
All capitalized terms used in this paragraph shall have the meanings ascribed to
them in the Rights Agreement.

                                    SIGNATURE
                                   ---------
    Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                  CENTURY TELEPHONE ENTERPRISES, INC.

                                  By: /s/ Murray H. Greer
                                  ----------------------------
                                         Murray H. Greer
                                          Controller

Date:  March 31, 1998

EX-99

                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE                      FOR MORE INFORMATION CONTACT:
March 12, 1998                             Media - Patricia Cameron
                                                   (318) 388-9674
                                                   pcameron@iamerica.net
                                           Investors - Jeffrey S. Glover
                                                       (318) 388-9648
                                                       jglover@iamerica.net

CENTURY TO PURCHASE 19 WISCONSIN EXCHANGES FROM AMERITECH
MONROE, LA. . . .

Ameritech  and  Century  Telephone  Enterprises,   Inc.,  have  entered  into  a
definitive  agreement  under which  Century will  purchase the assets of some of
Ameritech's  local  telephone  operations and directory  publishing  business in
northern  and  parts  of  central   Wisconsin.   The  cash  transaction  is  for
approximately  $225  million  and is  expected  to close in the fourth  quarter,
pending regulatory approval.

The sale will include the property and equipment  that serves 68,000  customers,
or 85,000 telephone lines, as well as directory  publishing  operations for nine
telephone  directories.  The properties to be acquired are adjacent to Century's
existing operations. With the acquisition,  Century will serve 330,000 telephone
lines in Wisconsin.  Century is the third largest local telephone company in the
state.

The 21  communities  served  by the 19  exchanges  include:  Ashland,  Bayfield,
Cornell, Hurley,  Ladysmith,  Saxon, Stanley,  Superior,  Washburn,  McAllister,
Marinette,   Oconto,  Oconto  Falls,  Peshtigo,  Baraboo,  Berlin,  Green  Lake,
Mazomanie, North Freedom, Princeton and Redgranite.

"This  agreement  is another  major step in  Century's  efforts to  aggressively
expand our presence in Wisconsin's  rural and smaller urban  communities,"  said
Glen F. Post III, Century's president and chief executive officer.  "It supports
our geographic  clustering  strategy,  with Wisconsin being our largest state in
terms of telephone lines served."

"Century will combine these new territories  with our existing  service areas in
neighboring communities, enabling us to enhance network efficiencies and provide
our new and existing  customers with the highest quality service possible," Post
said.

Customers will see no change in their area codes,  telephone  numbers,  or local
calling areas,  and customer rates for local  telephone  service will remain the
same, under terms of the agreement.

"The sale truly is a win-win opportunity for both companies and shareowners,"
said Ellen M. Gardner, president of Ameritech Wisconsin. "Customers in these
areas will benefit because of the proximity of these exchanges to Century's
operations. That allows Ameritech to more effectively focus our resources on
our remaining customers, which creates value for our shareowners."

The  exchanges  that Century will  acquire  represent  less than five percent of
Ameritech's  telephone  operations in  Wisconsin,  which now include 2.2 million
lines and 6,500 employees in the state.

Customers who will be served by Century will be receiving  more  information  in
the mail. In addition,  both  companies  have  established a special  hotline at
1-800-316-7765 to respond to questions from customers.

Century (NYSE: CTL) is the 10th largest local exchange company,  based on number
of telephone lines, and the 10th largest cellular  company,  based on population
equivalents  owned, in the U.S. Century provides a full range of  communications
services including local, wireless, long distance, voice mail, data services and
Internet access to more than two million  customers in 21 states.  Headquartered
in Monroe, LA, Century (www.centurytel.com) is recognized as a leader in serving
small urban and rural markets with high-quality, affordable services.

Century currently has 245,000 lines in 96 Wisconsin  exchanges.  Century has 835
employees  in Wisconsin  and  maintains  regional  wireline  headquarters  in La
Crosse.

Ameritech  (NYSE:  AIT)  serves  millions  of  customers  in 50  states  and  40
countries. Ameritech provides a full range of communications services, including
local and long distance telephone,  cellular, paging, security monitoring, cable
TV,  Internet  services  and more.  One of the world's  100  largest  companies,
Ameritech  (www.ameritech.com)  has 74,000 employees,  1 million shareowners and
more than $25 billion in assets.

In  addition  to  historical   information,   this  release   includes   certain
forward-looking  statements that are subject to  uncertainties  that could cause
Century's  actual  results  to  differ  materially  from such  statements.  Such
uncertainties   include   but  are  not  limited  to:  the  effects  of  ongoing
deregulation  in the  telecommunications  industry;  the effects of greater than
anticipated competition in the Company's markets; possible changes in the demand
for the Company's  products and services;  the Company's ability to successfully
introduce new offerings on a timely and cost-effective basis; the risks inherent
in rapid  technological  change; the Company's ability to effectively manage its
growth,  including  integrating  newly  acquired  operations  into the Company's
operations;  and the effects of more general  factors such as changes in overall
market or economic  conditions or in  legislation,  regulation or public policy.
These and other uncertainties related to the Company's business are described in
greater  detail in the Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1997.

FACT SHEET

Ameritech  and  Century  Telephone  Enterprises,   Inc.,  have  entered  into  a
definitive agreement under which Century will purchase the assets of Ameritech's
local telephone  operations and directory  publishing business in 21 communities
covering 19 exchanges in northern and parts of central Wisconsin.  The sale, for
approximately  $225 million in cash,  will include all property and equipment in
the exchanges.

The 21 communities  include:  Ashland,  Bayfield,  Cornell,  Hurley,  Ladysmith,
Saxon, Stanley, Superior, Washburn, McAllister, Marinette, Oconto, Oconto Falls,
Peshtigo,  Baraboo, Berlin, Green Lake, Mazomanie,  North Freedom, Princeton and
Redgranite.

The following  telephone  exchange  prefixes are affected:  (715 area code) 239,
373,  392, 394, 395, 398, 399, 532, 561, 582, 644, 682, 685, 732, 735, 779, 893.
(920 area code) 294,  295,  361,  566,  834, 846. (608 area code) 355, 356, 522,
795.

Sixty-eight  thousand  customers will be affected by the sale.  This  represents
85,000 telephone lines and corresponding  telephone numbers,  500 pay phones, 23
switching  offices and equipment,  37 buildings and nine telephone  directories.
The sale  represents  less than 5 percent of  Ameritech's  total  phone lines in
Wisconsin.

Fifty Ameritech employees work in these areas.  Ameritech  anticipates  offering
affected   employees   jobs   elsewhere   within  the  company  based  on  their
qualifications.  Century  also  will be  hiring  in  these  areas  and  affected
Ameritech employees will be actively considered by Century.

Regulatory  approval from the Federal  Communications  Commission  (FCC) and the
U.S.  Department of Justice are required  before the sale can be completed.  All
customers  currently  receiving  local phone  service  from  Ameritech in the 21
communities  will become  Century  customers  once the sale is approved  and the
transaction is finalized.  Approval is expected near the end of this year.  Both
companies  also  will  review  details  of the  sale  with  the  Public  Service
Commission (PSC) of Wisconsin.

Local  service  rates in the 21  affected  communities  will  remain the same as
Ameritech's at least until the year 2000.

Century  expects to provide  initial  financing  through  its  committed  credit
facilities.  While  permanent  financing  plans will be determined  once further
analysis  of the  impact  of  non-strategic  asset  dispositions  is  completed,
management  intends,  subject  to  market  conditions,  to  implement  permanent
financing  consistent  with its goal of  achieving a  long-term  debt-to-capital
target ratio of 50 percent.

Century has provided quality telephone service in Wisconsin communities for more
than 25 years.  It has been  expanding its presence in Wisconsin and the rest of
the country. Last year, Century acquired Pacific Telecom (PTI) and Pecoco, Inc.,
providers of local exchange services in Wisconsin.  Century's Wisconsin presence
covers (not including the transaction with Ameritech) 245,000 telephone lines in
96 exchanges, 835 employees and a regional wireline office in La Crosse.

Century is the 10th largest local  exchange  company in the U.S. based on number
of telephone  lines,  and the 3rd largest local  exchange  company in Wisconsin.
Century offers a range of  communications  services,  including  local exchange,
wireless,  long distance,  voice mail, data services and Internet access to more
than 2 million  customers in 21 states.  Its market  niche is serving  rural and
small urban territories.

Customers  in the areas  being  purchased  by  Century  will be  receiving  more
information in the mail.  Customers will keep their existing  telephone  numbers
and will not have to do anything  differently  regarding their existing service.
In addition, both companies have established a special hotline at 1-800-316-7765
to respond to questions from customers.