United States

                       Securities and Exchange Commission

                             Washington, D.C. 20549


                                    Form 11-K



    [X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934


                   For the fiscal year ended December 31, 2001


                                       OR

   [ ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934


                          Commission file number 1-7784


       A.  Full title of the plan and the address of the plan, if different
           from that of the issuer named below:

                                CENTURYTEL, INC.
                           UNION GROUP INCENTIVE PLAN


       B.  Name of issuer of the securities held pursuant to the plan and
           the address of its principal     executive office:


                                CENTURYTEL, INC.
                              100 CENTURYTEL DRIVE
                                MONROE, LA 71203






                          Independent Auditors' Report



The Board of Directors
CenturyTel, Inc.:

We have audited the accompanying statement of net assets available for benefits
of CenturyTel, Inc. Union Group Incentive Plan as of December 31, 2001, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2001. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of CenturyTel, Inc.
Union Group Incentive Plan as of December 31, 2001, and the changes in net
assets available for benefits for the year ended December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.

Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) for 2001 is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the 2001 basic financial
statements taken as a whole.

KPMG LLP

/s/ KPMG LLP


Shreveport, Louisiana
June 21, 2002





                          Independent Auditors' Report


Administrative Committee
CenturyTel, Inc. Union Group Incentive Plan:

We have audited the accompanying statement of net assets available for benefits
of the CenturyTel, Inc. Union Group Incentive Plan (the "Plan") as of December
31, 2000. This financial statement is the responsibility of the Plan's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such financial statement presents fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2000, in conformity with accounting principles generally accepted in the United
States of America.

DELOITTE & TOUCHE LLP

/s/ DELOITTE & TOUCHE LLP

July 6, 2001




                                CENTURYTEL, INC.
                           UNION GROUP INCENTIVE PLAN
                 Statements of Net Assets Available for Benefits
                           December 31, 2001 and 2000



                                                         2001             2000
-------------------------------------------------------------------------------

                                                               
PLAN ASSETS
   Investments, at fair value                     $ 23,835,597       21,015,275
   Contributions receivable - employer                  38,891           42,420
   Contributions receivable - participants             101,165          135,842
-------------------------------------------------------------------------------

NET ASSETS AVAILABLE FOR BENEFITS                 $ 23,975,653       21,193,537
===============================================================================


See accompanying notes to financial statements.




                                CENTURYTEL, INC.
                           UNION GROUP INCENTIVE PLAN
                  Statement of Changes in Net Assets Available
                         for Benefits For the year ended
                                December 31, 2001


_______________________________________________________________________________

                                                                
Additions to net assets:
Investment income (loss)
  Net appreciation (depreciation) in fair value of investments:
     Mutual funds                                                  $ (1,130,461)
     Common stocks                                                        5,221
  Dividend and other income                                             917,519
  Interest income                                                       113,401
-------------------------------------------------------------------------------
         Net investment income (loss)                                   (94,320)
-------------------------------------------------------------------------------

Contributions:
  Participants                                                        3,253,173
  Employer                                                            1,032,896
-------------------------------------------------------------------------------
         Total contributions                                          4,286,069
-------------------------------------------------------------------------------
         Total investment income (loss) and contributions             4,191,749
-------------------------------------------------------------------------------

Deductions from net assets:
  Participant withdrawals                                             1,409,633
-------------------------------------------------------------------------------

Net increase                                                          2,782,116

Net assets available for benefits:

  Beginning of year                                                  21,193,537
-------------------------------------------------------------------------------

  End of year                                                      $ 23,975,653
===============================================================================


See accompanying notes to financial statements.



                                CENTURYTEL, INC.
                           UNION GROUP INCENTIVE PLAN
                          Notes to Financial Statements
                           December 31, 2001 and 2000


(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROVISIONS OF THE PLAN

      Basis of Presentation

      The CenturyTel, Inc. Union Group Incentive Plan (the "Plan") was
      established on June 1, 1983. The accompanying financial statements of the
      Plan have been prepared on the accrual basis of accounting and present the
      net assets available for benefits as of December 31, 2001 and 2000 and
      changes in net assets available for benefits for the year ended December
      31, 2001. The Plan has made estimates in preparing the accompanying
      financial statements in accordance with accounting principles generally
      accepted in the United States of America. Actual results could differ from
      those estimates.

      The assets of the Plan are invested by the Trustee in various investment
      programs (funds) which are described in Note 2.

      The following description of the Plan provides only general information.
      Participants should refer to the Plan Document for a more complete
      description of the Plan's provisions.

      Participation

      Participation in the Plan is available to each eligible employee of
      CenturyTel, Inc. (the "Company") whose compensation and conditions of
      employment are covered by certain collective bargaining agreements.

      In order to participate in the Plan, an employee must execute a Salary
      Deferral Agreement with the Company. In the Salary Deferral Agreement,
      which is executed either on-line or by telephone, an employee agrees to a
      deferral of between one percent and sixteen percent of his base pay. The
      amount of compensation deferred by each participant is credited to an
      account (Elective Deferral Account) maintained for each participant by the
      Trustee.

      As of the end of each payroll period, the Company contributes to an
      account (Employer Match Account) for each participant a contribution equal
      to 55% or 66% (as defined by the applicable collective bargaining
      agreement) of each such participant's contribution during such payroll
      period; however, this matching contribution applies only to the first 6%
      of such participant's base compensation contributed to the Plan by the
      employee.

      During 2001 the Company contributed $1,032,896 to the Employer Match
      Account.

      An employee is permitted to transfer to the Plan as a contribution his
      interest in another plan qualified under Section 401(k) of the Internal
      Revenue Code, as amended (the Code). Such contribution must qualify as a
      "rollover" contribution described in Section 402(c) or 408(d)(3) of the
      Code. Such a rollover will be credited to a rollover account on behalf of
      the participant (the Rollover/Transfer Account).

      The interest of a participant in his Elective Deferral Account and his
      Rollover/Transfer Account is fully vested and non-forfeitable at all
      times.





      The interest of a participant in his Employer Match Account vests as
      follows:

             Years of Service                   Percentage Vested
             ----------------                   -----------------

              Less than 1                                 0%
                    1                                    20
                    2                                    40
                    3                                    60
                    4                                    80
                    5                                   100

      In the event of death, disability, or upon reaching age 65, the Employer
      Match Account becomes fully vested.

      Reports to Participants

      Participants are furnished with quarterly statements which set forth the
      status of their accounts in the Plan.

      Forfeitures

      A participant's non-vested account balances shall be forfeited as of the
      date upon which the participant's employment has terminated with the
      Company. Forfeiture amounts shall be utilized first to satisfy any
      restorations for the year and any remaining forfeitures shall be applied
      to offset future employer contributions or pay plan expenses.

      Distributions

      If the employment of a participant with the employer ceases because of
      death, retirement, disability, termination of employment or for any other
      reason, the participant's vested interest in the Plan may be distributed
      to him or to his beneficiary in a lump sum or in periodic installments. If
      the participant dies without designating a beneficiary, his beneficiary
      shall be, in the order listed, (i) his spouse, (ii) his children, or (iii)
      his estate.

      Withdrawals

      A participant who is an employee and over age 59 1/2 may make withdrawals
      from his vested investment accounts prior to normal distribution
      requirements being met. In addition, a hardship withdrawal may be made
      from an Elective Deferral Account or a Rollover/Transfer Account only as a
      result of financial hardship related to unreimbursable educational
      expenses, medical expenses which are not reimbursable by insurance, the
      need to pay for the funeral expenses of a family member, the prevention of
      eviction or foreclosure from the Participant's principal residence, or for
      the purchase of the participant's principal residence. The determination
      of the existence of a financial hardship and the amount required to be
      distributed to meet the need created by the hardship shall be made
      uniformly and without discrimination at the sole discretion of the Plan
      Administrator.

      Loans to Participants

      The Plan has a provision whereby a participant can borrow from his
      Elective Deferral Account or Rollover/Transfer Account. The maximum loan
      is 50% of the vested account balance, up to $50,000. The loans are repaid
      through payroll deductions and the interest rate is the prime rate
      published in the Wall Street Journal on the last day of the previous
      quarter plus 1%. The loan repayment period may not exceed five years
      except for loans for the purchase of the Participant's principal residence
      which may be for any period not to exceed fifteen years.


      Trustee

      The Trustee of the Plan, as of December 31, 2001, was T. Rowe Price Trust
      Company (T. Rowe Price). The Board of Directors of the Company may remove
      the Trustee and appoint a successor trustee. The Company and the Trustee
      have entered into a Trust Agreement which provides for the establishment
      of a Trust for the purpose of holding and investing the contributions to
      the Trust pursuant to the provisions of the Plan.

      Administration

      The Company has appointed a committee to administer the Plan. The
      individuals who administer the Plan serve at the discretion of the Board
      of Directors of the Company and may be removed by the Board of Directors
      at any time. The administrative costs of the Plan are paid by the Company.

      Market Value Determination

      Investments in CenturyTel, Inc. Common Stock (CenturyTel Common Stock) are
      valued at the closing market price on December 31, 2001 and 2000,
      respectively. Other investments in the funds, which consist of shares of
      mutual funds, are valued by the Trustee based on the market value at
      year-end of the underlying assets of each fund. Purchases and sales of
      securities are recorded on a trade date basis. Loans to participants are
      valued at principal amount outstanding which approximates market value.

      Plan Termination

      Although it has not expressed any intention to do so, the Company has the
      right under the Plan to change, suspend or terminate the Plan at any time,
      subject to the provisions set forth in the Employee Retirement Income
      Security Act of 1974. However, the Company is required to comply with all
      relevant provisions of the applicable labor agreements.

 (2)  DESCRIPTION OF THE FUNDS

      The following is a description of each of the funds available to Plan
      participants as of December 31, 2001:

      (a)  T. Rowe Price Equity Index 500 Fund - consists of investments in the
           same stocks and in substantially the same percentages as the S & P
           500 Index ($3,692,293 and $4,259,037 at December 31, 2001 and 2000,
           respectively).

      (b)  CenturyTel Common Stock Fund - consists of shares of CenturyTel
           Common Stock ($221,291 and $15,705 at December 31, 2001 and 2000,
           respectively).

      (c)  Loan Fund - represents loans to participants from the participants'
           investment accounts ($1,366,015 and $873,043 at December 31, 2001
           and 2000, respectively).

      (d)  T. Rowe Price Summit Cash Reserves Fund - consists primarily of
           investments in various money market instruments ($5,207,044 and
           $4,342,133 at December 31, 2001 and 2000, respectively).

      (e)  T. Rowe Price Equity Income Fund - consists primarily of investments
           in U. S. and foreign common stocks ($7,946,349 and $7,179,352 at
           December 31, 2001 and 2000, respectively).

      (f)  Janus Overseas Fund - consists primarily of investments in foreign
           equity securities ($232,473 and $145,246 at December 31, 2001 and
           2000, respectively).

      (g)  Janus Fund - consists primarily of investments in U. S. and foreign
           equity securities ($779,351 and $515,551 at December 31, 2001 and
           2000, respectively).

      (h)  T. Rowe Price Mid-Cap Growth Fund - consists primarily of investments
           in common stocks of companies whose market capitalization falls
           within the range of companies in the S&P MidCap 400 Index ($590,265
           and $314,582 at December 31, 2001 and 2000, respectively).

      (i)  Morgan Stanley Dean Witter Small Company Growth Portfolio Fund -
           consists primarily of investments in common stocks of small companies
           ($416,529 and $337,041 at December 31, 2001 and 2000, respectively).

      (j)  PIMCO Total Return Fund - consists primarily of investments in debt
           securities ($3,225,940 and $2,850,197 at December 31, 2001 and 2000,
           respectively).

      (k)  BGI Asset Allocation Fund - consists primarily of investments in
           common stocks, U. S. Treasury bonds and money market instruments
           ($39,026 and $72,093 at December 31, 2001 and 2000, respectively).

      (l)  BGI LifePath Income Fund - consists primarily of investments in U.S.
           and foreign equity and debt securities and money market instruments
           and is managed for investors planning to retire (or begin to withdraw
           substantial portions of their investment) in the near future ($19,607
           and $1,251 at December 31, 2001 and 2000, respectively).

      (m)  BGI LifePath 2010 Fund - consists primarily of investments in U. S.
           and foreign equity and debt securities and money market instruments
           and is managed for investors planning to retire (or begin to
           withdraw substantial portions of their investment) around the year
           2010 ($43,177 and $90,215 at December 31, 2001 and 2000,
           respectively).

      (n)  BGI LifePath 2020 Fund - consists primarily of investments in U.S.
           and foreign equity and debt securities and money market instruments
           and is managed for investors planning to retire (or begin to withdraw
           substantial portions of their investment) around the year 2020
           ($30,960 and $13,999 at December 31, 2001 and 2000, respectively).

      (o)  BGI LifePath 2030 Fund - consists primarily of investments in U.S.
           and foreign equity and debt securities and money market instruments
           and is managed for investors planning to retire (or begin to withdraw
           substantial portions of their investment) around the year 2030
           ($11,780 and $587 at December 31, 2001 and 2000, respectively).

      (p)  BGI LifePath 2040 Fund - consists primarily of investments in U. S.
           and foreign equity and debt securities and money market instruments
           and is managed for investors planning to retire (or begin to
           withdraw substantial portions of their investment) around the year
           2040 ($13,497 and $5,243 at December 31, 2001 and 2000,
           respectively).

      Investments in T. Rowe Price Equity Index 500 Fund, Loan Fund, T. Rowe
      Price Summit Cash Reserves Fund, T. Rowe Price Equity Income Fund and
      PIMCO Total Return Fund were each greater than 5% of assets available for
      benefits at December 31, 2001 and 2000.

      A participant may instruct that all contributions to his accounts be
      allocated among the various funds. A participant may change his investment
      allocation instructions and contribution percentage at any time.



(3)   INCOME TAXES

      The Plan and related trust are designed to meet the necessary requirements
      of Internal Revenue Code Section 401(a) and, accordingly, the trust
      underlying the Plan is exempt from income taxation pursuant to Internal
      Revenue Code Section 501(a). A favorable determination letter was received
      in March 1996 related to the Plan. The Plan has been amended and restated
      since receiving the determination letter. However, the Plan administrator
      believes that the Plan is designed and is currently being operated in
      compliance with the applicable provisions of the Internal Revenue Code.

(4)   RELATED PARTY TRANSACTIONS

      Certain Plan investments are shares of mutual funds managed by T. Rowe
      Price, Barclays Global Investors Funds, Inc. (Barclays), Morgan Stanley
      Dean Witter Investment Management Inc. (Morgan Stanley), Janus Capital
      Corporation (Janus), or Pacific Investment Management Company (PIMCO).
      T. Rowe Price is the Trustee as defined by the Plan.  Therefore, T. Rowe
      Price, Barclays, Morgan Stanley, Janus and PIMCO qualify as parties-in-
      interest.  Fees paid by the Company to T. Rowe Price for trustee, record
      keeping and other services amounted to $56,990 for the year ended
      December 31, 2001.

(5)   CONCENTRATION OF INVESTMENTS

      Substantially all of the assets available for benefits were invested in
      mutual funds managed by T. Rowe Price, Janus, Barclays, Morgan Stanley or
      PIMCO. The remaining assets available for benefits are invested in
      CenturyTel Common Stock.

(6)   SUBSEQUENT EVENTS

      On January 1, 2002, the individual participant maximum elective salary
      deferral was increased to twenty-five percent from sixteen percent;
      however, the total amount contributed to the Plan cannot exceed $11,000
      for 2002.

      Effective June 3, 2002, participants age 50 years or older are allowed to
      make an additional contribution to the Plan each year in excess of the
      otherwise prescribed limits. The amount of the allowable additional
      contribution for a participant in 2002 is $1,000; the amount will increase
      by $1,000 each year to a maximum of $5,000 in 2006 (which will thereafter
      be adjusted for inflation).




                                CENTURYTEL, INC.
                           UNION GROUP INCENTIVE PLAN

         Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

                                December 31, 2001




 Identity of issuer, borrower,                                                             Current
       lessor or similar party                      Description of Investment                  Value
---------------------------------------------------------------------------------------------------------------

                                                                               
Investment in CenturyTel Common Stock            6,747  shares at $32.80 per share      $     221,291

Loan Fund (interest rates ranged
   from 7.0% to 12.5%)                               -                                      1,366,015    (Note 1)

Investment in Mutual Funds for
    Qualified Employee Benefit Plans:
        Managed by Barclays:
          Asset Allocation Fund                  4,104  shares at $9.51 per share              39,026
          LifePath Income Fund                   1,834  shares at $10.69 per share             19,607
          LifePath 2010 Fund                     3,586  shares at $12.04 per share             43,177
          LifePath 2020 Fund                     2,239  shares at $13.83 per share             30,960
          LifePath 2030 Fund                       838  shares at $14.06 per share             11,780
          LifePath 2040 Fund                       887  shares at $15.22 per share             13,497
         Managed by Janus:
           Janus Overseas Fund                  11,452  shares at $20.30 per share            232,473
           Janus Fund                           31,681  shares at $24.60 per share            779,351
         Managed by Morgan Stanley:
           Small Co. Growth Portfolio Fund      44,501  shares at $9.36 per share             416,529
         Managed by PIMCO:
            PIMCO Total Return Fund            308,407  shares at $10.46 per share          3,225,940    (Note 1)
         Managed by T. Rowe Price:
           Equity Income Fund                  335,998  shares at $23.65 per share          7,946,349    (Note 1)
           Equity Index 500 Fund               119,724  shares at $30.84 per share          3,692,293    (Note 1)
           Mid-Cap Growth Fund                  14,981  shares at $39.40 per share            590,265
           Summit Cash Reserve Fund          5,207,044  shares at $1.00 per share           5,207,044    (Note 1)
----------------------------------------------------------------------------------------------------------------
                                                                                        $  23,835,597
================================================================================================================


Barclays, Janus, Morgan Stanley, PIMCO and T. Rowe Price are considered
parties-in-interest. Additionally, CenturyTel, Inc., as sponsor of the Plan, is
considered a party-in-interest.

Notes: (1) These investments are greater than 5% of assets available
           for benefits.

       (2) Information on cost of investments is excluded as all investments
           are participant directed.




                                    SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                  CenturyTel, Inc.
                                  Union Group Incentive Plan



June 28, 2002                     /s/ R. Stewart Ewing, Jr.
                                  -------------------------
                                  R. Stewart Ewing, Jr.
                                  Retirement Committee Member and
                                  Executive Officer of Issuer of Plan Securities





                                CENTURYTEL, INC.
                           UNION GROUP INCENTIVE PLAN

                                Index to Exhibits



 Exhibit
 Number
-------------------------------------------------------------------------------

 23.1       Independent Auditors' Consent - KPMG LLP

 23.2       Independent Auditors' Consent - Deloitte & Touche LLP