- 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 ^* Holland E J Jr	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) SVP-HR & Communications
(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		16433 ⁽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			13019 ⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	13019	$0.00	0	D
Restricted Stock Units	$0.00	7/1/2009		D			2962 ⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	2962	$0.00	0	D
Restricted Stock Units	$0.00	7/1/2009		D			7847 ⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	7847	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			1345 ⁽⁵⁾	⁽⁵⁾	1/3/2010	Common Stock	1345	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			1210 ⁽⁶⁾	⁽⁶⁾	1/24/2010	Common Stock	1210	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			185 ⁽⁷⁾	⁽⁷⁾	2/8/2010	Common Stock	185	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			807 ⁽⁸⁾	⁽⁸⁾	8/7/2010	Common Stock	807	$0.00	0	D
NQ Stock Option	$91.38	7/1/2009		D			5529 ⁽⁹⁾	⁽⁹⁾	5/11/2011	Common Stock	5529	$0.00	0	D
NQ Stock Option	$24.11	7/1/2009		D			7105 ⁽¹⁰⁾	⁽¹⁰⁾	2/19/2012	Common Stock	7105	$0.00	0	D
NQ Stock Option	$33.08	7/1/2009		D			3552 ⁽¹¹⁾	⁽¹¹⁾	2/19/2012	Common Stock	3552	$0.00	0	D
NQ Stock Option	$21.88	7/1/2009		D			2192 ⁽¹²⁾	⁽¹²⁾	3/27/2013	Common Stock	2192	$0.00	0	D
NQ Stock Option	$21.90	7/1/2009		D			5475 ⁽¹³⁾	⁽¹³⁾	3/27/2013	Common Stock	5475	$0.00	0	D
NQ Stock Option	$15.37	7/1/2009		D			1096 ⁽¹⁴⁾	⁽¹⁴⁾	3/27/2013	Common Stock	1096	$0.00	0	D
NQ Stock Option	$16.08	7/1/2009		D			2737 ⁽¹⁵⁾	⁽¹⁵⁾	3/27/2013	Common Stock	2737	$0.00	0	D
NQ Stock Option	$33.34	7/1/2009		D			5825 ⁽¹⁶⁾	⁽¹⁶⁾	2/10/2014	Common Stock	5825	$0.00	0	D
NQ Stock Option	$33.86	7/1/2009		D			2912 ⁽¹⁷⁾	⁽¹⁷⁾	2/10/2014	Common Stock	2912	$0.00	0	D
NQ Stock Option	$45.20	7/1/2009		D			6142 ⁽¹⁸⁾	⁽¹⁸⁾	2/8/2015	Common Stock	6142	$0.00	0	D
NQ Stock Option	$45.06	7/1/2009		D			11922 ⁽¹⁹⁾	⁽¹⁹⁾	2/7/2016	Common Stock	11922	$0.00	0	D
NQ Stock Option	$56.43	7/1/2009		D			9693 ⁽²⁰⁾	⁽²⁰⁾	2/22/2017	Common Stock	9693	$0.00	0	D
NQ Stock Option	$41.94	7/1/2009		D			16596 ⁽²¹⁾	⁽²¹⁾	3/2/2018	Common Stock	16596	$0.00	0	D

Explanation of Responses:
( 1)	Exchanged for 22,512 shares of CenturyTel common stock plus cash in lieu of 1.210 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 17,837 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 7,439 units with the same 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 12,793 units with the same 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 1,842 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 1,657 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 253 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 1,105 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 7,573 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 9,733 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 4,865 shares of CenturyTel common stock for $24.15 per share.
( 12)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,003 shares of CenturyTel common stock for $15.98 per share.
( 13)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 7,500 shares of CenturyTel common stock for $15.99 per share.
( 14)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 1,501 shares of CenturyTel common stock for $11.22 per share.
( 15)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,749 shares of CenturyTel common stock for $11.74 per share.
( 16)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 7,980 shares of CenturyTel common stock for $24.34 per share.
( 17)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,989 shares of CenturyTel common stock for $24.72 per share.
( 18)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 8,414 shares of CenturyTel common stock for $33.00 per share.
( 19)	This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 16,333 shares of CenturyTel common stock for $32.90 per share.
( 20)	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 13,279 shares of CenturyTel common stock for $41.19 per share with the same remaining vesting schedule.
( 21)	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 22,736 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
Holland E J Jr 5454 W. 110TH STREET OVERLAND PARK, KS 66211			SVP-HR & Communications

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.