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


                                  August 19, 1999
                Date of Report (Date of earliest event reported)


                                CENTURYTEL, INC.
             (Exact name of Registrant as specified in its charter)


       LOUISIANA                     1-7784                   72-0651161
(State or other jurisdiction      (Commission             (I.R.S. Employer
   of incorporation)              File Number)          Identification Number)




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



                                 (318) 388-9O00
              (Registrant's telephone number, including area code)




Item 5.     Other Events

On August 19, 1999, the Registrant (i) entered into a joint venture with various
co-investors to purchase  telephone  access lines in Wisconsin from an affiliate
of GTE Corporation  ("GTE") and (ii) entered into a preliminary letter of intent
to purchase additional telephone access lines in Wisconsin from GTE.

Purchase by Joint Venture  Company.  The  Registrant and its  co-investors  have
----------------------------------
organized  a new  company,  named  Telephone  USA of  Wisconsin,  LLC  (the  "JV
Company"),  for the purpose of  purchasing  telephone  access  lines from GTE in
exchange for $170 million cash, subject to certain adjustments  described below.
Subject to various  conditions,  in  exchange  for an 89% equity  interest,  the
Registrant  has  agreed to invest  approximately  $37.8  million  cash in the JV
Company,  which will be used to  partially  fund the $170  million GTE  purchase
price.  The JV Company  anticipates  paying the remainder of the purchase  price
principally  through funds to be borrowed  from the  Registrant or a third party
lender.  The Registrant will elect two of the JV Company's five directors,  will
have voting power with  respect to  significant  transactions,  and will provide
operational, financial and managerial support services to the JV Company.

The assets to be purchased by the JV Company will include all  telephone  access
lines (which numbered  approximately 61,600 as of December 31, 1998) and related
property  and  equipment  comprising  GTE's  local  exchange  operations  in  35
exchanges in  predominantly  rural and suburban  markets  throughout  Wisconsin,
substantially  all of which are adjacent to  properties  currently  owned by the
Registrant. The assets to be purchased will not include (i) GTE's cellular, PCS,
inter-LATA long distance or internet  operations,  (ii) GTE's  inter-LATA  fiber
optic  network  assets or (iii) any rights  under GTE's  billing and  collection
contracts  and  certain  other  agreements.  The JV Company  will not assume any
liabilities  of GTE other  than  those  associated  with  contracts,  employees,
customer  deposits and certain other assets  transferred in connection  with the
sale. The purchase price will be adjusted to, among other things,  (i) reimburse
GTE for  certain  pre-closing  costs and (ii)  compensate  the JV Company if GTE
fails to attain certain specified  pre-closing capital expenditure  targets. The
aggregate effect of these adjustments in not expected to be material.

Consummation of the JV Company's  acquisition is subject to, among other things,
(i) the receipt of approvals from the Federal Communications  Commission and the
Public Service  Commission of Wisconsin,  (ii) compliance with the  notification
and  waiting  period   requirements   under  the   Hart-Scott-Rodino   Antitrust
Improvements  Act of 1976,  (iii) the receipt of various  third party  consents,
including  releases from GTE  bondholders  terminating  liens on the transferred
assets, and (iv) various other customary closing conditions. On behalf of the JV
Company,  the  Registrant has posted a letter of credit that will entitle GTE to
receive  approximately  $8.5 million if the acquisition is not consummated under
certain specified  conditions,  including the JV Company's incapacity to finance
the transaction.

Purchase by the  Registrant.  Under a preliminary  letter of intent dated August
---------------------------
19, 1999,  the Registrant has agreed in principal to purchase from GTE telephone
access  lines in  Wisconsin  in exchange  for $195  million,  subject to certain
adjustments  described  below. The assets to be purchased by the Registrant will
include all telephone  access lines (which numbered  approximately  64,800 as of
December 31, 1998) and related  property and  equipment  comprising  GTE's local
exchange  operations in 42 exchanges in predominantly rural and suburban markets
throughout  Wisconsin,  substantially  all of which are  adjacent to  properties
currently owned and operated by the Registrant.

Under the  preliminary  letter of intent,  the  parties  have agreed to use good
faith efforts to negotiate and enter into a definitive asset purchase  agreement
substantially  similar  to  the  agreement  dated  June  29,  1999  between  the
Registrant  and affiliates of GTE  Corporation  (which is filed as Exhibit 99 to
the  Registrant's  Quarterly  Report on Form 10-Q for the quarterly period ended
June 30, 1999, and which is referred to  hereinafter  as the "June  Agreement").
Each  party is  entitled  to  terminate  the  letter  of  intent  under  certain
circumstances,  including the right of the Registrant to terminate the letter of
intent  if the  Registrant  does  not  timely  receive  reasonably  satisfactory
schedules.  Assuming  the  parties  are  able  to  reach  agreement  on a  final
definitive  agreement   substantially   similar  to  the  June  Agreement,   (i)
consummation of the acquisition would be subject to the receipt of the approvals
outlined above under the heading  "Purchase by Joint Venture  Company," (ii) the
$195 million  purchase  price would be subject to  adjustments  similar to those
outlined above under such heading,  and (iii) the Registrant  would be committed
directly or indirectly to pay GTE approximately $9.75 million if the acquisition
is not consummated under conditions substantially similar to those referenced in
the June  Agreement,  including  the  Registrant's  incapacity  to  finance  the
transaction.

Additional  Information.  Additional  information  regarding the above-described
-----------------------
transactions  is set forth in the  Registrant's  press  release dated August 19,
1999,  which is filed as Exhibit 99.1 hereto and is incorporated in its entirety
(including   all   cautionary    statements   relating   to   the   Registrant's
forward-looking statements) by reference herein.


                                    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 thereunto duly authorized.

                                                CENTURYTEL, INC.



                                          By:  /s/  Neil A. Sweasy
                                             -----------------------------
                                                    Neil A. Sweasy
                                             Vice President and Controller
Dated:  August 25, 1999

                                                                   Exhibit 99.1


FOR IMMEDIATE RELEASE             FOR MORE INFORMATION CONTACT:
August 19, 1999                   Media:  Patricia Cameron (318) 388-9674
                                  patricia.cameron@centurytel.com
                                  Investors:  Jeffrey S. Glover (318) 388-9648
                                  jeff.glover@centurytel.com

CenturyTel to acquire 126,400 access lines; expands its Wisconsin
wireline operations 37 percent

Monroe, LA. . .CenturyTel,  Inc. (NYSE Symbol:  CTL) announced today that it has
entered  into two separate  asset  purchase  transactions  to acquire a total of
126,400  access  lines  (as of  year-end  1998) in  Wisconsin  from GTE for $365
million. CenturyTel signed a letter of intent to purchase 64,800 access lines in
42 exchanges  and also  entered into a joint  venture,  named  Telephone  USA of
Wisconsin, LLC, to purchase an additional 61,600 access lines in 35 exchanges in
Wisconsin.

The new joint venture is owned by CenturyTel,  Telephone USA  Investments,  Inc.
and other investors. CenturyTel will own 89 percent of the joint venture through
its  equity  investment,   will  have  board   representation,   participate  in
significant   management  decisions  and  provide  operational,   financial  and
managerial support.  All of the newly acquired Wisconsin properties will use the
CenturyTel brand.

"This is an excellent  transaction  for  CenturyTel  because these markets are a
natural  strategic fit with our existing  operations in Wisconsin," said Glen F.
Post, III, president and chief executive officer of CenturyTel. "The markets are
contiguous to our existing wireline  operations,  and substantially all of these
properties  are covered by our  wireless  operations.  We believe  there will be
significant  revenue  enhancement  opportunities  in these  markets  as we offer
bundled communications services to our new customers. CenturyTel has operated in
Wisconsin for more than 25 years and has developed  valuable  relationships with
customers,  communities  and  regulators  which we will build upon to foster our
continued expansion in the state."

CenturyTel  expects these  properties to generate  annualized  revenues of $83.5
million and produce cash flow of nearly $44.0 million during the first 12 months
of operation.  Based on current assumptions  including financing and operational
expectations,  CenturyTel  believes these acquisitions will be accretive to cash
flow  immediately  yet  dilutive  one to three cents to 2000  earnings.  Results
should be break even or  accretive to earnings per share after the first year of
operation.  Long-term financing plans are not yet complete and will be dependent
upon CenturyTel's  assessment of its alternatives and market conditions.  Likely
financing   alternatives  include  a  combination  of  bank  credit  facilities,
long-term debt and equity or equity-linked securities.

The properties  encompass 77 local telephone exchanges which include 100 percent
digital  switching  with more than 1,100 route miles of fiber.  GTE has invested
$85.3 million in capital  expenditures  over the past three years to upgrade the
networks in these markets.

CenturyTel  will become the second largest local  exchange  company in Wisconsin
serving  nearly  half  a  million  access  lines  in  the  state  once  the  two
transactions are completed.

Joseph A. Stroud, president of Telephone USA Investments, Inc., said "Partnering
with  CenturyTel  provides  us with an  exceptional  opportunity  to  operate an
outstanding telephone company in Wisconsin and to be a competitive force."

The 105 GTE  employees  who serve  these  areas will be offered  positions  with
CenturyTel and Telephone USA of Wisconsin, LLC.

Customers  will see no changes in their area codes,  telephone  numbers or local
calling areas.  At this time, it is anticipated  that rates will remain the same
as GTE's current rates.

"This is the third  transaction  CenturyTel  has entered into with GTE in recent
months. As a result, we will expand our geographic  operating clusters by nearly
half a million  access  lines in three  states,"  Post said.  "We are focused on
executing  our growth  strategies  to become the leading  provider of integrated
communications services in rural areas and smaller cities in the United States."

The  transactions  are  subject  to  review  by  the  Wisconsin  Public  Service
Commission,  the Federal  Communications  Commission and the U.S.  Department of
Justice.  CenturyTel's  completion of its  acquisition of 64,800 access lines is
also subject to the satisfactory negotiation and execution of a definitive asset
purchase  agreement and  completion of its due  diligence.  Subject to these and
other closing  conditions,  these  transactions  are expected to close in second
quarter 2000.

In  addition  to  historical   information,   this  release   includes   certain
forward-looking  statements that are subject to  uncertainties  that could cause
the Company's  actual results to differ  materially from such  statements.  Such
uncertainties  include but are not limited to:  changes in  prevailing  interest
rates or in the  capital  markets;  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 properties into the Company's  operations;
the  success  and  expense of the  remediation  efforts of the  Company  and its
vendors in achieving year 2000 compliance; any similar efforts, changes or other
factors impacting the GTE properties to be purchased by CenturyTel and Telephone
USA of Wisconsin,  LLC; and the effects of more general  factors such as changes
in overall market or economic condition 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  Annual Report on Form 10-K for the
year ended December 31, 1998.

Any  public  offering  of debt,  equity or  equity-linked  securities  which the
company may make in connection  with the  above-described  transactions  will be
effected only by means of a prospectus.  This press release does not  constitute
an  offer  to  sell  or the  solicitation  of an  offer  to  purchase  any  cash
securities.

CenturyTel,  Inc. provides  integrated  communications  services including local
exchange,  wireless,  long  distance,  Internet  access and security  monitoring
services  to  more  than  two  million  customers  in 21  states.  The  company,
headquartered in Monroe,  La., is publicly traded on the New York Stock Exchange
under the symbol CTL.  CenturyTel is the ninth largest local exchange  telephone
company,  based on access lines, and the 10th largest cellular company, based on
population equivalents owned, in the United States. Visit CenturyTel's corporate
website at (www.centurytel.com)