- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BETTS GENE M	2. Issuer Name and Ticker or Trading Symbol Embarq CORP [ EQ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer
(Last) (First) (Middle) 5454 W. 110TH ST	3. Date of Earliest Transaction (MM/DD/YYYY) 7/1/2009
(Street) OVERLAND PARK, KS 66211 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	7/1/2009		D		37920.0677 ⁽¹⁾	D	$0.00	0	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00	7/1/2009		D			49861 ⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	49861	$0.00	0	D
Restricted Stock Units	$0.00	7/1/2009		D			8610 ⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	8610	$0.00	0	D
Restricted Stock Units	$0.00	7/1/2009		D			30053 ⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	30053	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			8071 ⁽⁵⁾	⁽⁵⁾	1/3/2010	Common Stock	8071	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			7264 ⁽⁶⁾	⁽⁶⁾	1/24/2010	Common Stock	7264	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			971 ⁽⁷⁾	⁽⁷⁾	2/8/2010	Common Stock	971	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			2017 ⁽⁸⁾	⁽⁸⁾	8/7/2010	Common Stock	2017	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			13312 ⁽⁹⁾	⁽⁹⁾	5/11/2011	Common Stock	13312	$0.00	0	D
NQ Stock Option	$46.09	7/1/2009		D			3983 ⁽¹⁰⁾	⁽¹⁰⁾	2/11/2012	Common Stock	3983	$0.00	0	D
NQ Stock Option	$43.06	7/1/2009		D			6385 ⁽¹¹⁾	⁽¹¹⁾	2/19/2012	Common Stock	6385	$0.00	0	D
NQ Stock Option	$33.34	7/1/2009		D			3698 ⁽¹²⁾	⁽¹²⁾	2/10/2014	Common Stock	3698	$0.00	0	D
NQ Stock Option	$33.86	7/1/2009		D			1848 ⁽¹³⁾	⁽¹³⁾	2/10/2014	Common Stock	1848	$0.00	0	D
NQ Stock Option	$49.72	7/1/2009		D			20743 ⁽¹⁴⁾	⁽¹⁴⁾	2/8/2015	Common Stock	20743	$0.00	0	D
NQ Stock Option	$45.06	7/1/2009		D			46217 ⁽¹⁵⁾	⁽¹⁵⁾	2/7/2016	Common Stock	46217	$0.00	0	D
NQ Stock Option	$56.43	7/1/2009		D			28179 ⁽¹⁶⁾	⁽¹⁶⁾	2/22/2017	Common Stock	28179	$0.00	0	D
NQ Stock Option	$41.94	7/1/2009		D			63559 ⁽¹⁷⁾	⁽¹⁷⁾	3/2/2018	Common Stock	63559	$0.00	0	D

Explanation of Responses:
( 1)	Exchanged for 51,950 shares of CenturyTel common stock plus cash in lieu of 0.4927 shares.
( 2)	This restricted stock unit award, which provided for vesting in 3 equal annual installments beginning February 27, 2010, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 68,310 units with the same vesting schedule.
( 3)	A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 200%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in two equal annual installments beginning February 22, 2009, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 21,622 units with the with the same remaining vesting schedule, but with no further performance adjustment.
( 4)	A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 138%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in full on March 2, 2011, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 48,996 units with the with the same remaining vesting schedule, but with no further performance adjustment.
( 5)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 11,057 shares of CenturyTel common stock for $66.71 per share.
( 6)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 9,951 shares of CenturyTel common stock for $66.71 per share.
( 7)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,329 shares of CenturyTel Inc. common stock for $66.71 per share.
( 8)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,763 shares of CenturyTel Inc. common stock for $66.71 per share.
( 9)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 18,236 shares of CenturyTel common stock for $66.71 per share.
( 10)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 5,456 shares of CenturyTel common stock for $33.65 per share.
( 11)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 8,747 shares of CenturyTel common stock for $31.44 per share.
( 12)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 5,066 shares of CenturyTel common stock for $24.34 per share.
( 13)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,531 shares of CenturyTel common stock for $24.72 per share.
( 14)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 28,417 shares of CenturyTel common stock for $36.30 per share.
( 15)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 63,317 shares of CenturyTel common stock for $32.90 per share.
( 16)	This option, which provided for vesting in 3 equal annual installments beginning on February 22, 2008 was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 38,605 shares of CenturyTel common stock for $41.19 per share with the same remaining vesting schedule.
( 17)	This option, which provided for vesting in 3 equal annual installments beginning on March 2, 2009, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 87,075 shares of CenturyTel common stock for $30.62 per share with the same remaining vesting schedule.

Remarks:
Each share of Embarq common stock was exchanged for 1.37 shares of CenturyTel, Inc. common stock on July 1, 2009 pursuant to the merger agreement. Any fractional share was paid in cash. The value of each share of CenturyTel common stock at the close of business on June 30, 2009 was $30.70. Pursuant to the merger agreement, the number of shares of CenturyTel common stock underlying each new stock option award was determined by multiplying the number of shares of Embarq common stock underlying each stock option by the Exchange Ratio (1.37), rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of each Embarq stock option by the Exchange Ratio (1.37), rounded up to the nearest whole cent. The number of shares underlying each CenturyTel restricted stock unit award ("RSU) was determined by multiplying the number of shares of Embarq common stock underlying each RSU by the Exchange Ratio (1.37), rounded up to the nearest whole share.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BETTS GENE M 5454 W. 110TH ST OVERLAND PARK, KS 66211			Chief Financial Officer

Signatures
Kay Buchart, attorney-in-fact		7/6/2009
^** Signature of Reporting Person		Date

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