UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
             For the quarterly period ended  June 30, 1997  
                                     OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 1-4996

                             ALLTEL CORPORATION                       
            (Exact name of registrant as specified in its charter)


    DELAWARE                                                 34-0868285       
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

One Allied Drive, Little Rock, Arkansas                         72202         
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code          (501) 661-8000    


      (Former name, former address and former fiscal year, if changed since
       last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
     YES    X        NO        


Number of common shares outstanding as of June 30, 1997:

                                  186,870,443

The Exhibit Index is located at sequential page  16 .

<PAGE>

                              ALLTEL CORPORATION
                                   FORM 10-Q
                         PART I-FINANCIAL INFORMATION


Item 1.  Financial Statements

           The following consolidated financial statements of ALLTEL 
Corporation and subsidiaries, included in the interim report of ALLTEL
Corporation to its stockholders for periods ended June 30, 1997, a copy of
which is attached hereto, are incorporated herein by reference:


           Consolidated Statements of Income - for the three, six and twelve
                    months ended June 30, 1997 and 1996.

           Consolidated Balance Sheets - June 30, 1997 and 1996 and
                    December 31, 1996.

           Consolidated Statements of Cash Flows - for the six and twelve
                    months ended June 30, 1997 and 1996.


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<PAGE>

                              ALLTEL CORPORATION
                                   FORM 10-Q
                         PART I - FINANCIAL STATEMENTS

Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     The Company's total capital structure was $4.0 billion at June 30, 1997,
reflecting 55 percent common and preferred equity and 45 percent debt.  This
compares to a capital structure of $3.9 billion at December 31, 1996,
reflecting 54 percent common and preferred equity and 46 percent debt.  The
Company has adequate internal and external resources available to finance its
ongoing operating requirements, including capital expenditures, business
development and the payment of dividends.

     Cash provided by operations, which is the Company's primary source of
liquidity, was $306.3 million and $746.7 million for the six and twelve month
periods of 1997, respectively, compared to $365.8 million and $749.8 million
for the same periods of 1996.  The decreases in the six and twelve month
periods of 1997 primarily reflect increased working capital requirements,
partially offset by growth in the earnings of the Company, excluding the impact
of certain non-cash, non-extraordinary charges further discussed below.

     Cash flows from investing activities for the six and twelve month periods
of 1997 include net proceeds of $152.0 million received from the sale of
property, principally consisting of two non-strategic operations.  In May 1997,
the Company completed the sale of its wire and cable subsidiary, HWC
Distribution Corp. ("HWC") for approximately $45.0 million in cash; and in
January 1997, the Company received net proceeds of $104.9 million in connection
with the sale of its healthcare operations.  Cash from investing activities for
the six and twelve month periods of 1997 also include proceeds of $185.9 
million related to the sale of a portion of the Company's investment in 
WorldCom, Inc. common stock.  The proceeds from these asset sales were used 
primarily to reduce borrowings under the Company's revolving credit agreement.

     In addition, cash flows from investing activities for the six and twelve
month periods of 1997 include a cash outlay of $146.5 million related to the
acquisition of Personal Communications Services ("PCS") licensing rights.  The
Company participated in the Federal Communications Commission's ("FCC") "D" and
"E" band PCS auctions, and on January 14, 1997, the Company was awarded the PCS
licensing rights for 73 markets in 12 states.  The PCS licenses will enable the
Company to increase the size of its potential wireless customer base to 34
million.  The Company is currently developing its PCS network deployment plans.
Cash flows from investing activities for the six and twelve month periods of
1997 also include a cash outlay of $40.4 million related to the acquisition of
two wireless properties in Alabama and the purchase of an additional ownership
interest in a Georgia wireless property.

     Capital expenditures for the six and twelve month periods of 1997 were
$248.3 million and $489.1 million, respectively, compared to $222.9 million and
$466.5 million for the same periods of 1996.  The Company financed the majority
of its capital expenditures through the internal generation of funds in each of
the past two-year periods.  During each of the past two-year periods, the
Company's capital expenditures were incurred to continue to modernize and 
upgrade its telecommunications network, to invest in equipment to provide new
telecommunications services and to expand into existing information services
markets.  Capital expenditures, including approximately $100 million related to
the construction of the PCS network, are forecast at $596.5 million for 1997,
which are expected to be financed primarily from internally generated funds.


                                       3

<PAGE>

     Included in cash flows from financing activities are dividend payments and
the repurchase by the Company of its common stock.  Common and preferred
dividend payments for the six and twelve month periods of 1997 were $103.2
million and $202.3 million, respectively, compared to $99.0 million and $190.2
million for the same periods of 1996.  The increases in dividend payments in
the 1997 periods primarily reflect the October 1996 action of the Board of
Directors to increase the quarterly common stock dividend rate from $.26 per
share to $.275 per share.  On October 21, 1996, the Company announced its plans
to repurchase up to 3.5 million shares of its common stock.  On April 24, 1997,
the Company announced expansion of its share repurchase program to include an
additional 3.5 million shares, for a total of 7.0 million shares.  Through 
June 30, 1997, the Company had repurchased 3,619,400 shares at a total cost of
$113.9 million.  Of this total, $38.3 million was expended during the first six
months of 1997.  The stock repurchase program expires at the end of 1997.

     The Company has a $750 million revolving credit agreement.  Borrowings
outstanding under this agreement at June 30, 1997 were $108.8 million, compared
to $83.7 million that were outstanding at December 31, 1996.  There were no
borrowings outstanding under this agreement at June 30, 1996.  The weighted
average interest rate on borrowings outstanding under this agreement at 
June 30, 1997, was 6.3 percent.  Borrowings under this agreement in 1997 were 
incurred primarily to fund the stock repurchase program, to acquire the PCS 
licensing rights and to fund general corporate requirements.  As previously 
noted, the proceeds from the sales of the healthcare operations, wire and cable
subsidiary and WorldCom, Inc. common stock were used primarily to reduce 
borrowings under the revolving credit agreement.  The net increase in revolving
credit agreement borrowings from December 31, 1996, represent all of the 
long-term debt issued in the six month period ended June 30, 1997.  The net 
increase in revolving credit agreement borrowings from June 30, 1996, represent
substantially all of the long-term debt issued in the twelve month period ended
June 30, 1997.  Scheduled long-term debt retirements amounted to $18.9 million
and $43.1 million for the six and twelve month periods of 1997, respectively.

RESULTS OF OPERATIONS

Wireline Operations

     In November 1994, the Company signed definitive agreements to sell
wireline properties serving approximately 117,000 access lines in Arizona,
California, Nevada, New Mexico, Oregon, Tennessee, Utah and West Virginia to
Citizens Utilities Company ("Citizens") in exchange for approximately $250
million in cash, assumed debt and a wireline property serving 3,600 access
lines in Pennsylvania.  The sale of properties in Oregon and West Virginia was
completed at the end of the second quarter of 1995, the sale of all remaining
properties except for those in Nevada was completed during the fourth quarter
of 1995, and the sale of properties in Nevada was completed during March 1996.

     Wireline revenues and sales increased $21.5 million or 7 percent, $32.8
million or 6 percent and $29.7 million or 3 percent for the three, six and
twelve month periods ended June 30, 1997, respectively.  Wireline operating
income increased $6.1 million or 6 percent and $6.6 million or 3 percent for
the three and six month periods of 1997, respectively.  Operating income
decreased $1.0 million or less than 1 percent for the twelve month period of
1997.  Excluding the impact of the sale of properties to Citizens, wireline's
revenues and sales would have increased $37.7 million or 7 percent and $69.8
million or 6 percent and operating income would have increased $8.7 million and
$14.8 million or 4 percent for the six and twelve month periods ended June 30,
1997, respectively.

     Local service revenues increased $10.9 million or 10 percent, $19.4 
million or 9 percent and $33.6 million or 8 percent in the three, six and 
twelve month periods ended June 30, 1997, respectively.  Customer access lines
increased more than 5 percent during the past twelve month period, reflecting 
increased sales of residential and second access lines.  Local service revenues
also increased by $1.8 million, $6.4 million and $13.3 million in the three, 
six and twelve months of 1997, respectively, due to the expansion of local

                                       4

<PAGE>

calling areas in North Carolina and Georgia, which reclassified certain
revenues from network access and long-distance revenues to local service.  
The increases in revenues for the six and twelve month periods resulting from 
growth in customer access lines and expansion of local calling areas were 
partially offset by the sale of properties to Citizens, which reduced local 
service revenues $1.3 million and $9.8 million for the six and twelve month 
periods ended June 30, 1997, respectively.  There have been no local rate 
increases granted to any of the Company's wireline subsidiaries during 1997, 
nor are there any rate requests currently pending before regulatory 
commissions.

     Network access and long-distance revenues increased $6.2 million or 4
percent, $8.7 million or 3 percent and decreased $8.7 million or 1 percent for
the three, six and twelve month periods ended June 30, 1997, respectively.  The
increases in the three and six month periods primarily reflect growth in the
Company's long-distance operations, which began serving customers during the
second quarter of 1996.  The long-distance operations, which currently serve
nearly 189,000 customers, generated growth in operating revenues of $7.0 
million, $13.3 million and $21.9 million during the three, six and twelve month
periods ended June 30, 1997, respectively, as compared to the corresponding 
periods of 1996.  For the six and twelve month periods of 1997, the growth in 
revenues attributable to the long-distance operations was partially offset by 
the sale of properties to Citizens, which reduced revenues by $2.8 million and
$24.8 million, respectively.  For all periods of 1997, growth in network access
and long-distance revenues was also impacted by the reclassification of certain
revenues to local service, as previously discussed.

     On July 12, 1996, the Georgia Public Service Commission ("Georgia PSC")
issued an order requiring that the Company's wireline subsidiaries which 
operate within its jurisdiction reduce their annual network access charges by 
$24 million, prospectively, effective July 1, 1996.  The Georgia PSC's action 
was in response to the Company's election to move from a rate-of-return method 
of pricing to an incentive rate structure, as provided by a 1995 Georgia 
telecommunications law. The Company appealed the Georgia PSC order.  On 
November 6, 1996, the Superior Court of Fulton County, Georgia, (the "Superior 
Court") rendered its decision and reversed the Georgia PSC order, finding, 
among other matters, that the Georgia PSC had exceeded its authority by 
conducting a rate proceeding after the Company's election of alternative 
regulation.  The Superior Court did not rule on a number of other assertions 
made by the Company as grounds for reversal of the Georgia PSC order.  The 
Georgia PSC appealed the Superior Court's decision, and on July 3, 1997, the 
Georgia Court of Appeals reversed the Superior Court's decision.  On July 16, 
1997, the Georgia Court of Appeals denied the Company's request to reconsider 
its decision.  On August 5, 1997, the Company filed with the Georgia Supreme 
Court a petition for writ of certiorari requesting that the Georgia Court of 
Appeals' decision be reversed.  The Company has not implemented any revenue
reductions nor established any reserves for refund at this time.

     Miscellaneous revenues increased $4.3 million or 13 percent, $4.7 million 
or 7 percent and $4.8 million or 3 percent for the three, six and twelve month
periods of 1997, respectively.  The increases in all periods primarily reflect
growth in directory advertising revenues, direct sales of wireline equipment,
rental revenues, and sales of wireline equipment protection plans.  The growth 
in miscellaneous revenues for the six and twelve month periods of 1997 was 
partially offset by the sale of properties to Citizens, which reduced revenues 
by $0.8 million and $5.5 million in the six and twelve month periods, 
respectively.

     Total wireline operating expenses increased $15.3 million or 8 percent,
$26.2 million or 7 percent and $30.6 million or 4 percent for the three, six 
and twelve month periods of 1997, respectively.  Excluding the impact of the 
sale of properties to Citizens, wireline's operating expenses would have 
increased $29.0 million or 8 percent and $55.0 million or 7 percent for the six
and twelve month periods ended June 30, 1997, respectively.  The long-distance 
operations accounted for $7.9 million, $14.6 million and $25.5 million of the 
increases in operating expenses for the three, six and twelve month periods of
1997, respectively.  Operating expenses for all periods of 1997 also reflect 
increases in depreciation and network-related expenses, increased data 
processing charges and additional costs incurred as a result of the Company 
consolidating its customer service operations.  Until the new regional customer

                                       5

<PAGE>

service centers become fully operational and replace all existing customer call
centers later this year, the Company will continue to incur some duplicate 
costs in operating both the existing and new facilities.

     The Company's wireline subsidiaries follow the accounting for regulated
enterprises prescribed by Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation" ("SFAS 71").  If 
the Company's wireline subsidiaries no longer qualified for the provisions of 
SFAS 71, the accounting impact to the Company would be an extraordinary non-
cash charge to operations of an amount that could be material.  Criteria that 
would give rise to the discontinuance of SFAS 71 include (1) increasing 
competition that restricts the wireline subsidiaries' ability to establish 
prices to recover specific costs and (2) a significant change in the manner in 
which rates are set by regulators from cost-based regulation to another form of
regulation.  The Company periodically reviews these criteria to ensure the 
continuing application of SFAS 71 is appropriate.  As a result of the passage 
of the Telecommunications Act of 1996 (the "96 Act") and state 
telecommunications reform legislation, the Company's wireline subsidiaries 
could begin to experience increased competition in their local service areas.  
Presently, competition has not had a significant adverse effect on the 
operations of the Company's wireline subsidiaries.

     In August 1996, the FCC issued regulations implementing the local
competition provisions of the 96 Act.  These regulations established pricing
rules for state regulatory commissions to follow with respect to entry by
competing carriers into the local, intrastate markets of incumbent local 
exchange carriers ("ILECs"), and addressed interconnection, unbundled network 
elements and resale rates.  The FCC's authority to adopt such pricing rules, 
including permitting new entrants to "pick and choose" among the terms and 
conditions of approved interconnection agreements, were challenged in federal 
court by various ILECs and state regulatory commissions.  On July 17, 1997, the
U.S. Eighth Circuit Court of Appeals issued its decision and vacated the FCC's 
pricing rules including the "pick and choose" provisions, finding, among other 
matters, that the FCC had exceeded its jurisdiction in establishing pricing 
rules for intrastate communication services.  The FCC has indicated it will 
appeal this decision to the U.S. Supreme Court.

     On May 7, 1997, the FCC issued regulations relating to access charge 
reform and universal service.  The access charge reform regulations are 
applicable mainly to price cap regulated local exchange companies.  Since the 
Company's wireline subsidiaries are all rate-of-return regulated companies, the
access charge regulations, with few exceptions, are not applicable.  The FCC 
has indicated that a further notice of proposed rulemaking will be issued later
this year to address access charge reform for rate-of-return companies.  Based 
upon its review of the FCC's regulations concerning the universal service 
subsidy, the Company does not anticipate any material changes in the universal
service funding for its wireline subsidiaries in the foreseeable future.  In 
the year 2001, the universal service subsidy is scheduled to change from being
based on actual costs to being based on a proxy model.  Since the FCC has not 
yet defined the structure or content of any such proxy model, the impact of  
this change, if any, in the universal service funding for the Company's 
wireline subsidiaries cannot be determined at this time.  The impact of the 
FCC's universal service order on the Company's other telecommunications 
operations is still being evaluated.  However, all of the Company's 
telecommunications operations will now be required to pay into the universal 
service fund to support services for rural, insular and high cost areas and for
schools, libraries and rural health care providers.  Petitions for 
reconsideration of both the universal service and access charge reform orders
are pending at the FCC.  In addition, petitions to review these orders have 
also been filed with various federal courts of appeal.

     Due to the uncertain resolution of the regulatory matters discussed above
that are currently under FCC and/or judicial review, and since regulations to
implement other provisions of the 96 Act have yet to be issued, the Company
cannot predict at this time the specific effects that the 96 Act and future
competition will have on its wireline subsidiaries.  However, the Company is
intent on taking advantage of the various opportunities that competition should
provide.

                                       6

<PAGE>

Wireless Operations

     Wireless operations contributed significantly to the Company's overall
earnings growth.  Revenues and sales reflect increases of $18.9 million or 16
percent, $34.9 million or 15 percent and $77.0 million or 18 percent for the
three, six and twelve month periods ended June 30, 1997, respectively.  
Operating income increased $5.2 million or 13 percent, $12.3 million or 17 
percent and $25.2 million or 18 percent for the three, six and twelve month 
periods of 1997, respectively.  During the twelve month period ended June 30, 
1997, customer growth remained strong as the number of wireless customers grew 
to 890,017 from 707,643, an increase of 182,374 customers or 26 percent.  The 
acquisition of two wireless properties in Alabama, completed in February 1997, 
added approximately 22,000 customers, and accounted for a 3 percent increase 
in customers.

     Wireless revenues and sales increased in all periods primarily due to the
significant growth in its customer base and due to the acquisition of two
wireless properties in Alabama.  Growth in revenues and sales for all periods 
was also favorably impacted by a reduction in uncollectible revenues, 
reflecting decreased write-offs from bad debts.  Partially offsetting the 
increases in revenues and sales resulting from subscriber growth, acquisitions 
and lower uncollectible revenues were declines in the average monthly revenue 
per subscriber.  Average revenue per subscriber per month was $53, $53 and $56 
for the three, six and twelve months ended June 30, 1997, compared to $61, $60 
and $61 for the same periods in 1996.  The declines in average revenue per 
subscriber primarily reflect the migration of existing customers to lower rate 
plans, reductions in roaming revenue rates and the industry-wide trend of 
continued penetration into lower-usage market segments.  As a result of 
increased current and expected future competition in its service areas, the 
Company has increased its offering of monthly service plans which have lower 
base access rates and include more packaged airtime minutes.  Migration of 
existing customers to the newly offered rate plans is expected to continue 
throughout the remainder of 1997, and accordingly, this trend could continue to
impact future revenue growth.

     The growth in operating income for all periods of 1997 primarily reflects
the increases in revenues and sales, previously noted.  The increases in
operating income attributable to growth in revenues and sales were partially
offset by higher expenses for selling and advertising, depreciation and other
operating expenses.  In addition, operating income for all periods was 
favorably impacted by a reduction in losses incurred from fraud and bad debts. 
During the third quarter of 1996, the Company implemented new technologies and
enhanced its credit and collection procedures.  For each of the past three 
consecutive calendar quarters, the Company has experienced a decline in losses 
sustained from fraud and bad debts.

Information Services

     Information services' revenues and sales reflect increases of $14.1
million or 6 percent, $4.6 million or 1 percent and $23.4 million or 2 percent
for the three, six and twelve month periods ended June 30, 1997, respectively.
Growth in revenues and sales for all periods of 1997 was impacted by the sale
of the healthcare operations completed in January 1997.  In addition to the
sale of the healthcare operations, revenues and sales for the twelve month
period of 1997 also reflect the sale of the check processing operations
completed in September 1995.  Excluding the impact of these sales, information
services' revenues and sales would have increased $38.7 million or 18 percent,
$51.2 million or 12 percent and $73.4 million or 9 percent in the three, six
and twelve month periods of 1997, respectively.

     Excluding the impact of the sales of the healthcare and check processing
operations, revenues and sales increased in all periods primarily due to growth
in the financial services outsourcing business, reflecting volume growth in
existing data processing contracts and the addition of new outsourcing
agreements.  Additional software maintenance and service revenues also
contributed to the increase in revenues and sales for all periods.
Telecommunications revenues and sales increased in all periods primarily due to
volume growth and additional services provided under existing data processing
contracts.  The increases in revenues and sales in the six and twelve month

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periods were partially offset by a reduction in revenues earned on an 
outsourcing agreement accounted for under the percentage-of-completion method. 
In addition, growth in revenues and sales for all periods of 1997 were 
adversely impacted by lost operations from contract terminations due primarily 
to the merger and consolidation activity in the domestic financial services 
market and by a reduction in revenues collected for early termination of 
facilities management contracts.  The domestic financial services industry 
continues to experience consolidation due to mergers.

     Operating income increased $0.7 million or 2 percent, increased $4.4 
million or 7 percent and decreased $69.1 million or 49 percent for the three, 
six and twelve month periods of 1997, respectively.  Operating income for the 
twelve month period includes the impact of a $75.0 million write-down in the 
carrying value of software and certain other assets during the third quarter of
1996, as further discussed below.  Excluding the impact of these asset write-
downs, operating income would have increased $5.9 million or 4 percent for the 
twelve months ended June 30, 1997.  Information services' operating income for 
all periods of 1997 reflect the growth in revenues and sales noted above, as 
well as, improved margins realized on its international software business.  
Operating income for the three and six month periods also increased due to the 
sale of the healthcare business, as these operations had incurred operating 
losses during each of the first two calendar quarters of 1996.  Growth in 
operating income for all periods of 1997 was adversely impacted by start-up and
product development costs associated with several new business initiatives 
designed to expand the Company's service offerings into existing markets.  
Included in these initiatives are the Enterprise Network Services, Professional
Services and Call Center business units.  Additionally, growth in operating 
income in all periods of 1997 was adversely impacted by the loss of higher-
margin operations due to contract terminations, reductions in fees collected on
the early termination of facilities management contracts, and an increase in
operating costs corresponding with the growth in revenues and sales.

     During the third quarter of 1996, information services recorded a pretax
write-down of $53.0 million in the carrying value of certain assets primarily
consisting of capitalized software development costs.  The write-down of
software resulted from a net realizability evaluation of software-related
products that have been impacted by changes in software and hardware 
technologies, including a shift from mainframe to client server-based
applications.  In addition, due to current and projected future operating 
losses sustained by the community banking operations, information services also
recorded a pretax write-down of $22.0 million to adjust the carrying value of
these operations to their estimated fair value based upon projections of future
cash flows.  The Company plans to dispose of or discontinue these operations by
the end of 1997.  The effects of these asset write-downs are included in the
twelve months ended June 30, 1997.

Product Distribution Operations

     Product distribution's revenues and sales reflect decreases of $34.5
million or 27 percent, $38.6 million or 16 percent and $43.1 million or 9
percent for the three, six and twelve month periods ended June 30, 1997,
respectively.  Operating income decreased $2.4 million or 37 percent, $4.5
million or 34 percent and $6.9 million or 27 percent for the three, six and
twelve month periods of 1997, respectively.

     The decreases in revenues and sales for all periods of 1997 primarily
reflect the sale of HWC completed in May, which resulted in decreases in sales 
of electrical wire and cable products of $32.7 million, $42.5 million and $52.6
million for the three, six and twelve month periods of 1997, respectively.  
Sales of telecommunications and data products decreased $1.8 million and 
increased $3.9 million and $9.5 million for the three, six and twelve month 
periods of 1997, respectively.  Sales of telecommunications and data products 
for all periods of 1997 reflect increased retail sales of these products at the
Company's counter showrooms, partially offset by a reduction in sales to 
affiliates.  The decreases in sales to affiliates in all periods of 1997 
primarily resulted from a reduction in materials and supplies inventory levels
maintained by the wireline subsidiaries.  Sales to affiliates also decreased in
the twelve month period due to the sale of properties to Citizens.

                                       8

<PAGE>

     Operating income decreased in all periods primarily due to the decreases
in revenues and sales noted above.  Operating income for all periods of 1997
has also been adversely impacted by lower gross profit margins realized on the
sale of telecommunications and data products and electrical wire and cable
products, reflecting the effects of increased competition and a reduction in
product cost rebates received from vendors.  In addition, increased selling-
related expenses also impacted operating income growth in all periods of 1997.

     During the second quarter of 1997, the Company recorded a pretax write-
down of $16.9 million to reflect the fair value of HWC's operations, net of
selling-related costs.  The impact of this write-down has been included in
corporate expenses for the three, six and twelve months ended June 30, 1997.  
In accordance with the Company's plan for the disposal of HWC, the Company 
recorded in September 1996, a pretax write-down of $45.3 million in the 
carrying value of goodwill related to HWC. The impact of this write-down has 
been included in corporate expenses for the twelve months ended June 30, 1997.

Other Operations

     Other operations revenues and sales decreased $7.5 million or 21 percent,
$11.3 million or 15 percent and $10.3 million or 8 percent for the three, six
and twelve month periods ended June 30, 1997, respectively.  Operating income
decreased $1.3 million or 42 percent and $0.8 million or 15 percent for the
three and six month periods of 1997, respectively.  Operating income increased
$2.0 million or 23 percent for the twelve month period of 1997.

     Revenues and sales for other operations decreased in all periods primarily
due to a decrease in directory publishing revenues attributable to a reduction
in the number of directories published.  Compared to the corresponding periods
of 1996, eight, nineteen and twenty-two fewer directories were published in the
three, six and twelve month periods ended June 30, 1997, respectively.

     The decreases in operating income for the three and six month periods of
1997 primarily reflect the decrease in directory publishing revenues.  The
increase in operating income for the twelve month period of 1997 reflects a
reduction in directory publishing expenses resulting from the elimination of
certain amounts paid to GTE Directories Corporation.  The Company's publishing
subsidiary had contracted with GTE Directories Corporation to receive directory
advertising sales support, printing and other services.  Beginning in the
second quarter of 1996, these sales and service functions were performed at a
lower cost internally by the Company's publishing subsidiary.  Operating income
for the twelve month period also reflects lower expenses for advertising,
market research and new product development.

Corporate Expenses

     Corporate expenses increased $16.9 million or 296 percent, $16.6 million
or 145 percent and $61.9 million or 247 percent for the three, six and twelve
month periods ended June 30, 1997, respectively.  The increases in all periods
primarily reflect the $16.9 million write-down to reflect the fair value less
cost to sell the HWC operations recorded in the second quarter of 1997, as
previously discussed.  In addition, corporate expenses for the twelve month
period of 1997 include the $45.3 million write-down in the carrying value of
goodwill related to HWC recorded in the third quarter of 1996, as previously
discussed.  Excluding the impact of these write-downs, corporate expenses would
have increased slightly in the three month period, and would have decreased
$0.3 million or 3 percent and $0.3 million or 1 percent for the six and twelve
month periods of 1997, respectively.


                                       9

<PAGE>

Interest Expense

     Interest expense decreased slightly in the three month period of 1997 and
decreased $2.3 million or 4 percent and $8.1 million or 6 percent for the six
and twelve month periods of 1997, respectively.  The decreases in interest
expense in the six and twelve month periods reflect the issuance of $300 
million of 7.0 percent debentures in March 1996 to retire $200 million of 9.5 
percent debentures and to reduce borrowings under the Company's revolving 
credit agreement.  The decrease in interest expense in the six month period 
resulting from the March 1996 debt refinancing was partially offset by an 
increase in borrowings outstanding under the Company's revolving credit 
agreement.  In addition to the March 1996 debt refinancing, the decrease in 
interest expense for the twelve month period also reflects the issuance of $200
million of 6.75 percent debentures issued in September 1995 to retire two 
high-cost debt issues, consisting of $150 million of 10.375 percent debentures
and $50 million of 8.875 percent debentures.  This debt refinancing was 
completed in October 1995.  In connection with the debt refinancings completed
in March 1996 and October 1995, the Company was required to pay termination 
fees in the amount of $15.8 million and $14.0 million, respectively; however, 
the two debt refinancings are expected to produce approximately $10.5 million 
in annual pretax interest savings.  The decrease in interest expense for the 
twelve month period also reflects a reduction in the average borrowing rates 
for amounts outstanding under the Company's revolving credit agreement.

Provision to Reduce Carrying Value of Certain Assets

     As previously discussed, during the second quarter of 1997, the Company
recorded a pretax write-down of $16.9 million to reflect the fair value less 
cost to sell its wire and cable subsidiary, HWC.  The sale of HWC was completed
in May.  The net income impact of this write-down resulted in a decrease in net
income of $11.7 million or $.06 per share for the three, six and twelve months
ended June 30, 1997.

      During the third quarter of 1996, the Company incurred non-cash, pretax
charges of $120.3 million to writedown the carrying value of certain assets.  
In accordance with the Company's plan to dispose of its wire and cable 
subsidiary, the Company recorded a pretax write-down of goodwill in the amount 
of $45.3 million.  In addition, information services recorded a pretax 
write-down of $53.0 million in the carrying value of certain assets primarily 
consisting of capitalized software development costs.  The write-down of 
software resulted from performing a net realizability evaluation of software-
related products that have been impacted by changes in software and hardware 
technologies.  Information services also recorded a pretax write-down of $22.0 
million to adjust the carrying value of its community banking operations to 
their estimated fair value based upon projections of future cash flows.  The 
Company plans to dispose of or discontinue these operations by the end of 1997.
The net income impact of these write-downs resulted in a decrease in net income
of $72.7 million or $.38 per share for the twelve months ended June 30, 1997.

Gain on Disposal of Assets and Other

     During the second quarter of 1997, the Company recorded a pre-tax gain of
$156.0 million from the sale of a portion of its investment in WorldCom, Inc.
common stock.  The net income impact from this transaction resulted in an
increase of $88.1 million in net income and $.46 in earnings per share for the
three, six and twelve month periods ended June 30, 1997.  During the first
quarter of 1997, the Company recorded a pre-tax gain of $16.2 million from the
sale of information services' healthcare operations.  The net income impact 
from this transaction resulted in an increase of $9.2 million in net income 
and $.05 in earnings per share for the six and twelve month periods ended  
June 30, 1997.


                                      10
<PAGE>

    During the first quarter of 1996, the Company recorded a pre-tax gain of
$15.3 million from the sale of wireline properties in Nevada to Citizens.  The
Company also incurred $15.8 million of termination fees related to the early
retirement of $200 million of long-term debt.  Finally, the Company realized a
loss of $1.8 million related to the withdrawal of its investment in GO
Communications Corporation ("GOCC").  The net income impact from these
transactions resulted in a decrease of $1.5 million in net income and $.01 in
earnings per share for the six month period ended June 30, 1996.

     Net income for the twelve month period of 1996 includes pre-tax gains of
$34.2 million from the disposal of certain wireline properties to Citizens,
termination fees of $29.8 million related to the refinancing of long-term debt
completed in October 1995 and March 1996 and the $1.8 million loss incurred on
the withdrawal of the Company's investment in GOCC.  The net income impact from
these transactions resulted in an increase of $1.8 million in net income and
$.01 in earnings per share for the twelve month period ended June 30, 1996.

Income Taxes

     Income tax expense increased $65.7 million or 115 percent, $77.8 million
or 72 percent and $28.8 million or 13 percent for the three, six and twelve
month periods of 1997, respectively.  The increases in income tax expense in
all periods primarily reflect the tax-related impact of the various one-time,
non-extraordinary items, as previously discussed.  Income tax expense for the
three month period of 1997 includes net additional tax expense of $62.7 million
related to the gain on the sale of the WorldCom, Inc. stock, partially offset
by the write-down of HWC to its fair value less cost to sell.  In addition to
including the tax effects of these two transactions, income tax expense for the
six and twelve month periods of 1997 include additional tax expense of $7.0
million related to the gain on the sale of the healthcare operations.  Income
tax expense for the twelve month period of 1997 also reflects a net tax benefit
of $47.6 million resulting from the third quarter 1996 write-downs of the wire
and cable subsidiary, community banking operations and other assets primarily
consisting of capitalized software development costs.  Income tax expense for
the six month period of 1996 includes a net tax benefit of $0.8 million
resulting from the payment of termination fees related to a debt refinancing
and a loss incurred on the withdrawal of an investment, partially offset by the
gain on the sale of wireline properties in Nevada to Citizens.  Income tax
expense for the twelve month period of 1996 includes net tax expense of $0.8
million resulting from gains on the sale of wireline properties to Citizens,
partially offset by the payment of termination fees related to two debt
refinancings and a loss incurred on the withdrawal of the Company's investment
in GOCC.  Excluding the impact on tax expense of these transactions, income tax
expense would have increased $3.0 million or 5 percent, $7.3 million or 7
percent and $7.5 million or 3 percent in the three, six and twelve month
periods of 1997, respectively, consistent with the overall growth in the
Company's earnings from continuing operations before one-time, 
non-extraordinary items.

Net Income Applicable to Common Shares

     Net income applicable to common shares increased $82.0 million or 89
percent, $99.7 million or 57 percent and $37.6 million or 11 percent for the
three, six and twelve month periods of 1997, respectively.  Primary earnings 
per common share increased 92 percent, 59 percent and 12 percent for the three,
six and twelve month periods of 1997, respectively.  Excluding the net income 
impact in each period of the one-time, non-extraordinary items detailed in the 
sections entitled "Provision to Reduce Carrying Value of Certain Assets" and
"Gain on Disposal of Assets and Other", net income would have increased $5.6 
million or 6 percent, $12.6 million or 7 percent and $26.4 million or 7 percent
and primary earnings per share would have increased 8 percent, 9 percent and 9 
percent in the three, six and twelve month periods ended June 30, 1997, 
respectively.


                                      11
<PAGE>

Average Common Shares Outstanding

     The average number of common shares outstanding decreased 2 percent in
the three month period of 1997 and decreased 1 percent in both the six and
twelve month periods of 1997.  The decreases in all periods were primarily
due to the Company's repurchase of its common stock on the open market,
partially offset by shares issued in connection with the acquisition of a
wireless property in Georgia and by shares issued under the Company's stock
option plans.

Other Financial Information

     In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income",
("SFAS 130").  This pronouncement, effective for calendar year 1998 financial
statements, establishes new standards for reporting and presenting
comprehensive income and its components in a full set of general purpose
financial statements.  Comprehensive income is defined as the change during an
accounting period in the net assets of an entity that results from
transactions and other economic events, except those changes resulting from
additional capital investments by owners or distributions paid to owners.
Comprehensive income is the total of net income and all other nonowner changes
in equity.  SFAS 130 requires that comprehensive income be reported either in
a separate financial statement, combined and included with the statement of
income or included in a statement of changes in stockholders' equity.  With
either presentation, a total for comprehensive income must be reported.
Currently, the only other comprehensive income item that applies to the
Company is the unrealized holding gain on its investment in WorldCom, Inc.
common stock.  This unrealized holding gain, net of tax, is currently reported
in the Company's consolidated balance sheets as a separate component of
stockholders' equity.  For the Company, comprehensive income will equal its
reported consolidated net income plus the change in the unrealized holding
gain balance from the previously reported period.  Accordingly, the adoption
of SFAS 130 will only require the Company to modify its presentation of
information that is already separately disclosed in its consolidated financial
statements.

     Also, in June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information", ("SFAS 131").  This
pronouncement, also effective for calendar year 1998 financial statements,
establishes new standards for reporting and presenting segment information
based on a management approach of identifying reportable segments.  The
management approach is based on the way executive management of an entity
disaggregates its operations internally to assess performance and make
decisions regarding resource allocations.  SFAS 131 requires an entity to
report a measure of segment profit or loss, certain specific revenue and
expense items and segment assets.  SFAS 131 also requires reconciliations of
total segment revenues, total segment profit or loss and total segment assets
to the corresponding amounts shown in the entity's consolidated financial
statements.  Additionally, an entity is required to report information about
the revenues derived from its products and services, about the countries in
which the entity earns revenues and holds assets, and about major customers.
Finally, the standard requires an entity to report descriptive information 
about how its reportable segments were determined, the products and services 
provided by the segments, differences between the measurements used in 
reporting segment information and those used in the entity's consolidated 
financial statements, and changes in the measurement of segment amounts from 
period to period.  The Company does not expect that the adoption of SFAS 131 
will significantly change the number or designation of the reportable segments
currently disclosed in its consolidated financial statements.


                                      12

<PAGE>

Forward-Looking Statements

     This Management's Discussion and Analysis of Financial Condition and
Results of Operations includes, and future filings by the Company on Form
10-K, Form 10-Q and Form 8-K and future oral and written statements by the
Company and its management may include, certain forward-looking statements,
including (without limitation) statements with respect to anticipated future
operating and financial performance, growth opportunities and growth rates,
acquisition and divestitive opportunities and other similar forecasts and
statements of expectation.  Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," and "should", and
variations of these words and similar expressions, are intended to identify
these forward-looking statements.  Forward-looking statements by the Company
and its management are based on estimates, projections, beliefs and
assumptions of management and are not guarantees of future performance.  The
Company disclaims any obligation to update or revise any forward-looking
statement based on the occurrence of future events, the receipt of new
information, or otherwise.
     Actual future performance, outcomes and results may differ materially
from those expressed in forward-looking statements made by the Company and
its management as a result of a number of important factors.  Representative
examples of these factors include (without limitation) rapid technological
developments and changes in the telecommunications and information services
industries; ongoing deregulation (and the resulting likelihood of
significantly increased price and product/service competition) in the
telecommunications industry as a result of the Telecommunications Act of 1996
and other similar federal and state legislation and the federal and state
rules and regulations enacted pursuant to that legislation; regulatory
limitations on the Company's ability to change its pricing for communications
services; the possible future unavailability of SFAS 71 to the Company's
wireline subsidiaries; continuing consolidation in certain industries, such
as banking, served by the Company's information services business; and the
risks associated with relatively large, multi-year contracts in the Company's
information services business.  In addition to these factors, actual future
performance, outcomes and results may differ materially because of other,
more general, factors including (without limitation) general industry and
market conditions and growth rates, domestic and international economic
conditions, governmental and public policy changes and the continued
availability of financing in the amounts, at the terms and on the conditions
necessary to support the Company's future business.


                                      13

<PAGE>

                              ALLTEL CORPORATION
                                   FORM 10-Q
                          Part II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K


        (a)     See the exhibits specified on the Index of Exhibits located
                 at Sequential Page 16.

        (b)     Reports on Form 8-K:

                No reports on Form 8-K have been filed during the quarter for
                 which this report is filed.


                                      14

<PAGE>

                                   SIGNATURE


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



                              ALLTEL CORPORATION            
                                 (Registrant)



                              /s/ Dennis J. Ferra         
                                  Dennis J. Ferra
                                  Senior Vice President and
                                    Chief Financial Officer
                                  August 13, 1997


                                      15

<PAGE>
                              ALLTEL CORPORATION
                                   FORM 10-Q

                               INDEX OF EXHIBITS


Form 10-Q                                                          Sequential
Exhibit No.     Description                                         Page No.


    (19)        Interim Report to Stockholders and                   17 - 24
                Notes to Consolidated Financial Statements
                for the periods ended June 30, 1997

    (27)        Financial Data Schedule                                 25
                for the six months ended June 30, 1997


                                      16