- 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 ^* Toussaint Claudia S	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) General Counsel & Corp Sec.
(Last) (First) (Middle) 5454 W 110TH STREET	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		12970.4346 ⁽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			13296 ⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	13296	$0.00	0	D
Restricted Stock Units	$0.00	7/1/2009		D			1923 ⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	1923	$0.00	0	D
Restricted Stock Units	$0.00	7/1/2009		D			8014 ⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	8014	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			403 ⁽⁵⁾	⁽⁵⁾	1/3/2010	Common Stock	403	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			363 ⁽⁶⁾	⁽⁶⁾	1/24/2010	Common Stock	363	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			75 ⁽⁷⁾	⁽⁷⁾	2/8/2010	Common Stock	75	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			336 ⁽⁸⁾	⁽⁸⁾	8/7/2010	Common Stock	336	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			1997 ⁽⁹⁾	⁽⁹⁾	5/11/2011	Common Stock	1997	$0.00	0	D
NQ Stock Option	$24.10	7/1/2009		D			3766 ⁽¹⁰⁾	⁽¹⁰⁾	2/19/2012	Common Stock	3766	$0.00	0	D
NQ Stock Option	$15.37	7/1/2009		D			2461 ⁽¹¹⁾	⁽¹¹⁾	3/27/2013	Common Stock	2461	$0.00	0	D
NQ Stock Option	$16.08	7/1/2009		D			2515 ⁽¹²⁾	⁽¹²⁾	3/27/2013	Common Stock	2515	$0.00	0	D
NQ Stock Option	$21.87	7/1/2009		D			4923 ⁽¹³⁾	⁽¹³⁾	3/27/2013	Common Stock	4923	$0.00	0	D
NQ Stock Option	$21.90	7/1/2009		D			2515 ⁽¹⁴⁾	⁽¹⁴⁾	3/27/2013	Common Stock	2515	$0.00	0	D
NQ Stock Option	$33.34	7/1/2009		D			3295 ⁽¹⁵⁾	⁽¹⁵⁾	2/10/2014	Common Stock	3295	$0.00	0	D
NQ Stock Option	$33.86	7/1/2009		D			1647 ⁽¹⁶⁾	⁽¹⁶⁾	2/10/2014	Common Stock	1647	$0.00	0	D
NQ Stock Option	$45.19	7/1/2009		D			3886 ⁽¹⁷⁾	⁽¹⁷⁾	2/8/2015	Common Stock	3886	$0.00	0	D
NQ Stock Option	$45.06	7/1/2009		D			8010 ⁽¹⁸⁾	⁽¹⁸⁾	2/7/2016	Common Stock	8010	$0.00	0	D
NQ Stock Option	$56.43	7/1/2009		D			6294 ⁽¹⁹⁾	⁽¹⁹⁾	2/22/2017	Common Stock	6294	$0.00	0	D
NQ Stock Option	$41.94	7/1/2009		D			16949 ⁽²⁰⁾	⁽²⁰⁾	3/2/2018 ⁽²⁰⁾	Common Stock	16949	$0.00	0	D

Explanation of Responses:
( 1)	Exchanged for 17,768 shares of CenturyTel common stock plus cash in lieu of 1.4954 shares in several accounts.
( 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 18,216 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 4,830 units 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 13,066 units 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 552 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 497 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 102 shares of CenturyTel 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 460 shares of CenturyTel 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 2,735 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 5,159 shares of CenturyTel common stock for $17.60 per share.
( 11)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,371 shares of CenturyTel common stock for $11.22 per share.
( 12)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,445 shares of CenturyTel common stock for $11.74 per share.
( 13)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 6,744 shares of CenturyTel common stock for $15.97 per share.
( 14)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,445 shares of CenturyTel common stock for $15.99 per share.
( 15)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 4,514 shares of CenturyTel common stock for $24.34 per share.
( 16)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,256 shares of CenturyTel common stock for $24.72 per share.
( 17)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 5,323 shares of CenturyTel common stock for $32.99 per share.
( 18)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 10,973 shares of CenturyTel common stock for $32.90 per share.
( 19)	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 8,622 shares of CenturyTel common stock for $41.19 per share with the same remaining vesting schedule.
( 20)	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 23,220 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
Toussaint Claudia S 5454 W 110TH STREET OVERLAND PARK, KS 66211			General Counsel & Corp Sec.

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

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