On October 27, 2008, CenturyTel, Inc. ("CenturyTel") and Embarq Corporation ("Embarq") issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of October 26, 2008 (the "Merger Agreement"), by and among CenturyTel, Embarq and Cajun Acquisition Company ("Merger Subsidiary"). Subject to the terms and conditions set forth therein, Merger Subsidiary will merge with and into Embarq, with Embarq surviving as a wholly owned subsidiary of CenturyTel (the "Merger"). CenturyTel and Embarq also made a joint investor presentation principally concerning the Merger, which also briefly addressed results of operations of CenturyTel and Embarq for the third quarter of 2008. A copy of the joint press release and the joint investor presentation is attached hereto as Exhibits 99.1 and 99.2, respectively. In addition, a transcript of the joint investor presentation is attached hereto as Exhibit 99.3.

Also on October 27, 2008, CenturyTel distributed to its employees a letter regarding the execution of the Merger Agreement and the Merger, a copy of which letter is attached hereto as Exhibit 99.4.

The exhibits attached hereto are incorporated herein by reference and each of the foregoing descriptions of such materials is qualified in its entirety by reference to such materials.

The information required by Item 1.01, including a copy of the Merger Agreement will be filed in a separate Current Report on Form 8-K later this week. Information required by Item 2.02 has been filed in a separate Current Report on Form 8-K.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits

  Exhibit No.    Document Designation

  99.1           Joint Press Release, dated October 27, 2008.
  99.2           Joint Investor Presentation Materials, dated October 27, 2008.
  99.3           Transcript of Joint Investor Presentation, dated October 27, 2008.
  99.4           Employee Letter, dated October 27, 2008.