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 September 30, 1999
                                                 ------------------
                                    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,                                  72202
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code         (501) 905-8000
                                                   -----------------------------

--------------------------------------------------------------------------------
             (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 September 30, 1999:

                                          313,929,652
                                          -----------

    The Exhibit Index is located at sequential page 21.


<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 the periods ended September 30, 1999 and 1998, a copy of which
is attached hereto, are incorporated herein by reference:


           Consolidated Statements of Income - for the three, nine and twelve
               months ended September 30, 1999 and 1998.

           Consolidated Balance Sheets - September 30, 1999 and 1998 and
               December 31, 1998.

           Consolidated Statements of Cash Flows - for the nine and twelve
               months ended September 30, 1999 and 1998.





                                       2

<PAGE>
                               ALLTEL CORPORATION

                                    FORM 10-Q

                          PART I - FINANCIAL STATEMENTS

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

GENERAL

    The following is a discussion and analysis of the historical results of
operations and financial condition of ALLTEL Corporation ("ALLTEL" or the
"Company"). This discussion should be read in conjunction with the unaudited
consolidated financial statements, including the notes thereto, for the interim
periods ended September 30, 1999 and 1998, and the Company's Annual Report on
Form 10-K, as amended, for the year ended December 31, 1998.

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, Year 2000 compliance 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
Statement of Financial Accounting Standards No. 71 to the Company's wireline
subsidiaries; continuing consolidation in certain industries, such as banking,
served by the Company's information services business; the risks associated with
relatively large, multi-year contracts in the Company's information services
business; and higher than anticipated expenditures associated with the Company's
Year 2000 efforts. 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.



                                       3
<PAGE>


COMPLETION OF MERGERS

    On September 30, 1999, the Company completed mergers with Liberty Cellular,
Inc. and its affiliate KINI L.C. ("Liberty") under definitive merger agreements
entered into on June 22, 1999. Under terms of the merger agreements, the
outstanding stock of Liberty, which operates under the name Kansas Cellular, was
exchanged for approximately 7.0 million shares of ALLTEL's common stock. On
July 2, 1999, the Company completed its merger with Aliant Communications, Inc.
("Aliant") under a definitive merger agreement entered into on December 18,
1998. Under terms of the merger agreement, Aliant became a wholly-owned
subsidiary of ALLTEL, and each outstanding share of Aliant common stock was
converted into the right to receive .67 shares of ALLTEL common stock, 23.9
million common shares in the aggregate. Each of these mergers qualified as a
tax-free reorganization and has been accounted for as a pooling-of-interests.
Accordingly, all prior period financial information included in this Form 10-Q
has been restated to include the accounts and results of operations of Aliant
and Liberty. The financial statements presented include certain eliminations and
reclassifications to conform the accounting and financial reporting policies of
ALLTEL, Aliant and Liberty.

    In January 1999, the Company completed a merger with Standard Group, Inc.
("Standard"). In September 1999, the Company also completed mergers with
Advanced Information Resources, Limited ("AIR") and Southern Data Systems
("Southern Data"). In connection with these mergers, approximately 6.5 million
shares of ALLTEL common shares were issued. All three mergers qualified as
tax-free reorganizations and were accounted for as poolings-of-interests. Prior
period financial information has not been restated, however, since the
operations of the three acquired companies are not significant to ALLTEL's
consolidated financial statements on either a separate or aggregate basis. The
accompanying consolidated financial statements include the accounts and results
of operations of Standard, AIR and Southern Data from the applicable date of
acquisition. See Note 2 to the unaudited consolidated financial statements
included in Exhibit 19 to this Form 10-Q for additional information regarding
the merger transactions.

<TABLE>
<CAPTION>
OVERVIEW-CONSOLIDATED RESULTS OF OPERATIONS
------------------------------------------------------------------------------------------------------------------------

                                      Three Months Ended             Nine Months Ended            Twelve Months Ended
(Dollars in thousands,                    Sept. 30,                      Sept. 30,                      Sept. 30,
                                  --------------------------     -------------------------      ------------------------
   except per share amounts)            1999            1998           1999           1998            1999          1998
------------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>            <C>            <C>             <C>
Revenues and sales                $1,628,395      $1,446,379     $4,705,508     $4,139,767      $6,192,536    $5,416,801
Operating income                  $  338,507      $   51,495     $1,134,678     $  690,324      $1,470,281    $  991,193
Net income (loss)                 $  150,349      $   (7,405)    $  550,162     $  429,045      $  724,244    $  577,346
Earnings (loss) per share:
    Basic                               $.48           $(.03)         $1.76          $1.40           $2.33         $1.89
    Diluted                             $.47           $(.02)         $1.74          $1.39           $2.30         $1.87
------------------------------------------------------------------------------------------------------------------------
</TABLE>
    Reported operating income, net income and earnings per share for all periods
of 1999 include the effects of merger and integration expenses and other charges
recorded in the third quarter. Reported operating income, net income (loss) and
earnings (loss) per share for all periods of 1998 also include the effects of
merger and integration expenses, asset write-downs and gains realized from the
sale of certain investments. Adjusted to exclude the effects of the
non-recurring and unusual items in each period, operating income would have
increased $70.5 million or 20 percent, $227.9 million or 23 percent and $262.6
million or 20 percent and net income would have increased $38.4 million or 22
percent, $130.2 million or 27 percent and $156.0 million or 25 percent in the
three, nine and twelve month periods ended September 30, 1999, respectively. In
addition, when excluding the effects of the non-recurring and unusual items,
basic earnings per share would have increased 19 percent, 24 percent and 23
percent and diluted earnings per share would have increased 17 percent, 24
percent and 22 percent in the three, nine and twelve month periods ended
September 30, 1999, respectively.

                                       4
<PAGE>


    Operating income, net income (loss) and earnings (loss) per share, adjusted
for the non-extraordinary, non-recurring and unusual items, are summarized in
the following table:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                            Three Months Ended          Nine Months Ended         Twelve Months Ended
(Dollars in thousands,                          Sept. 30,                   Sept. 30,                   Sept. 30,
                                          ---------------------     ------------------------    ------------------------
except per share amounts)                      1999       1998            1999          1998          1999          1998
------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>           <C>            <C>          <C>           <C>
Operating income, as reported             $338,507    $ 51,495      $1,134,678     $ 690,324    $1,470,281    $  991,193
Non-recurring and unusual items:
    Merger and integration expenses
       and other charges                    90,520     252,000          90,520       252,000        90,520       252,000
    Provision to reduce carrying
       value of certain assets                   -      55,000               -        55,000             -        55,000
                                          --------    --------      ----------     ---------    ----------    ----------
Operating income, as adjusted             $429,027    $358,495      $1,225,198     $ 997,324    $1,560,801    $1,298,193
------------------------------------------------------------------------------------------------------------------------
Net income (loss), as reported            $150,349    $ (7,405)     $  550,162     $ 429,045    $  724,244    $  577,346
Non-recurring and unusual items,
    net of tax:
    Merger and integration expenses
       and other charges                    66,044     200,995          66,044       200,995        66,044       200,995
    Provision to reduce carrying
       value of certain assets                   -      33,605               -        33,605             -        33,605
    Gain on disposal of assets
       and other                                 -     (49,233)              -      (177,673)            -      (177,673)
                                          --------    --------      ----------     ---------    ----------    ----------
Net income, as adjusted                   $216,393    $177,962      $  616,206     $ 485,972    $  790,288    $  634,273
------------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per share,
    as reported                               $.48       $(.03)          $1.76         $1.40         $2.33         $1.89
Non-recurring and unusual items,
    net of tax:
    Merger and integration expenses
       and other charges                       .21         .66             .21           .66           .21           .65
    Provision to reduce carrying
       value of certain assets                   -         .11               -           .11             -           .11
    Gain on disposal of assets
       and other                                 -        (.16)              -          (.58)            -          (.58)
                                              ----       -----            ----         -----         -----         -----
Basic earnings per share, as adjusted         $.69       $ .58           $1.97         $1.59         $2.54         $2.07
------------------------------------------------------------------------------------------------------------------------
Diluted earnings (loss) per share,
    as reported                               $.47       $(.02)          $1.74         $1.39         $2.30         $1.87
Non-recurring and unusual items,
    net of tax:
    Merger and integration expenses
       and other charges                       .21         .65             .21           .65           .21           .65
    Provision to reduce carrying
       value of certain assets                   -         .11               -           .11             -           .11
    Gain on disposal of assets
       and other                                 -        (.16)              -          (.58)            -          (.57)
                                              ----       -----            ----         -----         -----         -----
Diluted earnings per share, as adjusted       $.68       $ .58           $1.95         $1.57         $2.51         $2.06
------------------------------------------------------------------------------------------------------------------------
</TABLE>
The operating income, net income and earnings per share impact of the
non-recurring and unusual items has been presented as supplemental information
only. The non-recurring and unusual items reflected in the above table are
discussed in reference to the caption in the consolidated statements of income
in which they are reported.



                                       5
<PAGE>


Merger and Integration Expenses and Other Charges
-------------------------------------------------

    During the third quarter of 1999, the Company recorded a pretax charge of
$90.5 million in connection with its mergers with Aliant, Liberty, AIR and
Southern Data and with certain loss contingencies and other restructuring
activities. The merger and integration expenses total $73.4 million and consist
of professional and financial advisors' fees of $24.4 million, severance and
employee-related expenses of $15.4 million and other integration costs of $33.6
million. The other integration costs include $12.5 million of lease termination
costs, $10.2 million of costs associated with the early termination of certain
service obligations, and a $4.6 million write-down in the carrying value of
certain in-process and other software development assets that have no future
alternative use or functionality. The other integration costs also include
branding and signage costs of $4.1 million and other expenses of $2.2 million
incurred in the third quarter. The lease termination costs consist of a
cancellation fee of $7.3 million to terminate the Company's contractual
commitment to lease building space previously occupied by the former 360
 Communications Company ("360") operations acquired in 1998, a $4.1 million
 write-off of capitalized leasehold improvements and $1.1 million in other
disposal costs. The contract termination fees include $5.2 million related to
long-term contracts with an outside vendor for customer billing services to be
 provided to the Aliant and Liberty operations. As part of its integration plan,
 ALLTEL will convert both the Aliant and Liberty operations to its own internal
 billing system by June 2000. The Company also recorded an additional $5.0
 million charge to reflect the actual cost of terminating its contract with
Convergys Corporation ("Convergys") for customer billing services to be provided
to the former 360 operations. In September 1999, ALLTEL and Convergys agreed to
a final contract termination fee of $55.0 million, of which $50.0 million was
recorded in the third quarter of 1998, as discussed below. In September, the
Company paid $5.0 million of the termination fee with the remaining payments due
in installments through 2001. In addition to the termination fee, the Company
will continue to pay Convergys for processing customer accounts until all
customers are switched to ALLTEL's billing system, which is expected to be
completed in 2001. Payments for the continuing processing services will be
expensed as incurred.

    In connection with management's plan to reduce costs and improve operating
efficiencies, the Company recorded a restructuring charge of $17.1 million
consisting of $10.8 million in severance and employee benefit costs related to a
planned workforce reduction and $6.3 million in lease termination costs related
to the consolidation of certain operating locations. The lease termination costs
represent the minimum estimated contractual commitments over the next one to
four years for leased facilities that the Company has abandoned.

    During the third quarter of 1998, the Company recorded transaction costs and
one-time charges totaling $252.0 million on a pretax basis related to the
closing of its merger with 360. The merger and integration expenses included
professional and financial advisors' fees of $31.5 million, severance and
employee-related expenses of $48.7 million and integration costs of $171.8
million. The integration costs included several adjustments resulting from the
redirection of a number of strategic initiatives based on the merger with
360 and ALLTEL's expanded wireless presence. These adjustments included
a $60.0 million write-down in the carrying value of certain in-process software
development assets, $50.0 million of costs associated with the early termination
of certain service obligations, branding and signage costs of $20.7 million, an
$18.0 million write-down in the carrying value of certain assets resulting from
a revised Personal Communications Services ("PCS") deployment plan, and other
integration costs of $23.1 million. The estimated cost of contract termination
related to a long-term contract with Convergys for billing services to be
provided to the 360 operations. The $50.0 million of costs recorded represented
the present value of the estimated profit to the vendor over the remaining term
of the contract and was the Company's best estimate of the cost of terminating
the contract prior to the expiration of its term. As previously noted, the
Company and Convergys agreed upon a termination fee of $55.0 million. The $18.0
million write-down in the carrying value of certain PCS-related assets
included approximately $15.0 million related to cell site acquisition and
improvement costs and capitalized labor and engineering charges that were
incurred during the initial construction phase of the PCS buildout in three
markets. As a result of the merger with 360, ALLTEL elected not to continue to
complete construction of its PCS network in these three markets. The remaining
$3.0 million of the PCS-related write-down represented cell site lease
termination fees.

                                       6

<PAGE>


    At September 30, 1999, the remaining unpaid liability related to the
Company's merger and integration and restructuring activities was $116.2 million
consisting of the Convergys contract termination fees of $50.0 million,
severance and employee-related expenses of $32.8 million, lease cancellation and
termination costs of $17.4 million, other contract termination fees of $5.2
million, professional fees of $5.1 million and other integration costs of $5.7
million. Of the remaining termination fee payable to Convergys, $20.0 million
will be paid by December 31, 1999, $25.0 million in 2000 and $5.0 million in
2001. Cash outlays for the remaining employee-related expenses are expected to
be completed by September 2000. The lease cancellation fee of $7.3 million is
payable to the lessor by December 31, 1999. The Company expects to complete
payment of the remaining fees and other integration and restructuring costs by
September 2000. Funding for the unpaid merger and integration and restructuring
liability will be internally financed from operating cash flows. As a result of
its integration and restructuring efforts, ALLTEL expects to realize synergies
through a reduction in operating expenses of approximately $86 million in 1999
and $128 million in 2000. Of the total synergies expected to be realized each
year, ALLTEL estimates 40 percent of the cost savings will result from a
reduction in duplicative salaries and employee benefits, 20 percent from a
reduction in variable network expenses, 20 percent from volume purchase
discounts, 10 percent from a reduction in branding and advertising costs and
10 percent from a reduction in information technology expenses. (See Note 3 to
the interim unaudited consolidated financial statements for additional
information regarding the merger and integration expenses and other charges).

Provision to Reduce Carrying Value of Certain Assets

    During the third quarter of 1998, the Company recorded a $55.0 million
non-recurring operating expense related to its contract with GTE Corporation
("GTE"). This expense represents a reduction in the cumulative gross margin
earned under the GTE contract. Due to its pending merger with Bell Atlantic
Corporation, GTE re-evaluated its billing and customer care requirements and
modified its billing conversion plans and is purchasing certain processing
services from ALLTEL for an interim period.

Gain on Disposal of Assets

    During the third quarter of 1998, the Company recorded a pretax gain of
$80.9 million from the sale of a portion of its investment in MCI WorldCom, Inc.
("MCI WorldCom") common stock. In addition to including the third quarter gain,
the nine and twelve month periods of 1998 also include additional pretax gains
of $215.3 million consisting of a pretax gain of $184.8 million primarily from
the sale of a portion of ALLTEL's investment in MCI WorldCom common stock and a
pretax gain of $30.5 million from the sale of its ownership interest in a
cellular partnership serving the Omaha, Nebraska market. The gains from these
transactions were partially offset by termination fees of $3.5 million
associated with the early retirement of long-term debt of a subsidiary.

RESULTS OF OPERATIONS BY BUSINESS SEGMENT
-----------------------------------------
<TABLE>
<CAPTION>
Communications-Wireless Operations
----------------------------------------------------------------------------------------------------------------

                                Three Months Ended           Nine Months Ended             Twelve Months Ended
                                     Sept. 30,                    Sept. 30,                       Sept. 30,
(Dollars in thousands)             1999         1998           1999           1998            1999          1998
----------------------------------------------------------------------------------------------------------------
<S>                            <C>          <C>          <C>            <C>             <C>           <C>
Revenues and sales             $720,619     $609,549     $2,054,369     $1,723,541      $2,670,584    $2,242,435
Operating income               $247,042     $198,580     $  687,573     $  508,575      $  853,604    $  638,462
----------------------------------------------------------------------------------------------------------------
</TABLE>

    Wireless revenues and sales increased $111.1 million or 18 percent, $330.8
million or 19 percent and $428.1 million or 19 percent for the three, nine and
twelve month periods ended September 30, 1999, respectively. Operating income
increased $48.5 million or 24 percent, $179.0 million or 35 percent and $215.1
million or 34 percent for the three, nine and twelve month periods of 1999,
respectively.

                                       7
<PAGE>


    During the past twelve month period, customer growth remained strong as the
number of wireless customers grew to 4,857,847 from 4,288,077, an increase of
569,770 customers or 13 percent. During the first nine months of 1999, ALLTEL
purchased wireless properties in Alabama and Colorado and acquired a majority
ownership interest in a wireless property in Illinois. In addition, the Company
also increased its ownership interest in the Richmond, Va. market to 100 percent
through the exchange of its minority interest investment in the Orlando, Fl.
market. These transactions accounted for approximately 140,000 of the overall
increase in wireless customers that occurred during the past twelve month
period. Including the effect of acquisitions, ALLTEL placed more than 1,359,000
gross units in service during the first nine months of 1999, compared to
approximately 1,200,000 gross units for the same period of 1998. Overall, the
Company's market penetration rate (number of customers as a percent of the total
population in ALLTEL's service areas) increased to 12.4 percent as of September
30, 1999. Customer churn (average monthly rate of customer disconnects)
increased slightly in all periods of 1999 and was 2.22 percent, 2.14 percent and
2.21 percent for the three, nine and twelve months ended September 30, 1999,
respectively, compared to 1.97 percent, 1.94 percent and 2.01 percent for the
same periods in 1998.

    Wireless revenues and sales increased in all periods primarily due to the
growth in wireless customers. Increases in local airtime, roaming and
long-distance revenues, reflecting higher volumes of network usage, also
contributed to the growth in revenues and sales in all periods. The acquisitions
of wireless properties in Alabama and Colorado and the additional ownership
interests acquired in Richmond, Va. and Illinois accounted for approximately
$22.7 million of the increase in revenues and sales in the three month period
and $58.6 million of the increases in revenues and sales in the nine and twelve
month periods of 1999, respectively. The increased usage of the Company's
network facilities boosted the average revenue per customer per month for the
third quarter of 1999 to $50.23 compared to $48.22 for the third quarter of
1998. Average revenue per customer per month were $48.84 and $48.47 for the nine
and twelve months ended September 30, 1999, respectively, compared to $47.27 and
$47.12 for the same two periods of 1998. Average revenue per customer per month
continues to be affected by industry-wide trends of decreased roaming rates and
continued penetration into lower-usage market segments. The Company expects
these trends to continue. In addition, the growth rate of new customers is
expected to decline as the Company's wireless customer base grows. Accordingly,
future revenue growth will be dependent upon ALLTEL's success in maintaining
customer growth in existing markets, increasing customer usage of the Company's
network and providing customers with enhanced products and services.

    The growth in operating income for all periods of 1999 primarily reflects
the increases in revenues and sales noted above. Reductions in customer
service-related expenses also contributed to operating income growth in all
periods, while reduced losses realized on the sale of wireless equipment also
contributed to the growth in operating income in the nine and twelve month
periods of 1999. Partially offsetting these increases in operating income in all
periods were increases in selling and marketing costs, including advertising and
sales commissions, consistent with the overall growth in revenues and sales.
Sales and marketing expenses also increased due to expanded competition in
ALLTEL's service areas from other wireless service providers. Increased
depreciation and amortization expense consistent with the growth in wireless
plant in service, and increased data processing charges and other
network-related expenses consistent with the growth in customers and network
traffic also affected operating income growth in all periods. The reduction in
customer service-related expenses reflect cost savings realized as a result of
the merger with 360 and the elimination of certain duplicative salaries and
other employee benefit costs.

    The cost to acquire a new wireless customer represents sales, marketing and
advertising costs and the net equipment cost for each new customer added. Cost
to acquire a new wireless customer was $306, $316 and $299 for the three, nine
and twelve month periods ended September 30, 1999, respectively, compared to
$282, $297 and $289 for the same periods of 1998. The increases in the cost to
acquire a new customer in all periods of 1999 reflect increased advertising,
commissions and other selling and marketing costs noted above. Increased
equipment costs consistent with the migration of customers to higher-priced
digital phones also contributed to the increase in cost to acquire a new
customer in the three month period of 1999.

                                       8
<PAGE>


    Although ALLTEL intends to continue to utilize its large dealer network, the
Company has expanded its internal sales distribution channels to include its own
retail stores and kiosks located in shopping malls and other retail outlets.
Incremental sales costs at a Company retail store or kiosk are significantly
lower than commissions paid to national dealers. Accordingly, ALLTEL intends to
manage the costs of acquiring new customers by continuing to expand and enhance
its internal distribution channels.

<TABLE>
<CAPTION>
Communications-Wireline Operations
------------------------------------------------------------------------------------------------------------------------
                                     Three Months Ended              Nine Months Ended            Twelve Months Ended
                                            Sept. 30,                    Sept. 30,                      Sept. 30,
(Dollars in thousands)                     1999         1998           1999           1998            1999          1998
------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>            <C>             <C>           <C>
Local service                          $195,000     $173,009     $  571,857     $  505,749      $  747,149    $  668,789
Network access and
    long-distance                       198,058      174,836        580,992        522,460         757,122       698,826
Miscellaneous                            33,601       30,865         97,946         88,117         129,405       116,676
                                       --------     --------     ----------     ----------      ----------    ----------
    Total revenues and sales           $426,659     $378,710     $1,250,795     $1,116,326      $1,633,676    $1,484,291
Operating income                       $156,714     $130,052     $  452,429     $  391,340      $  591,662    $  527,036
------------------------------------------------------------------------------------------------------------------------
</TABLE>

    Wireline revenues and sales increased $47.9 million or 13 percent, $134.5
million or 12 percent and $149.4 million or 10 percent for the three, nine and
twelve months ended September 30, 1999, respectively. Wireline operating income
increased $26.7 million or 21 percent, $61.1 million or 16 percent and $64.6
million or 12 percent for the three, nine and twelve month periods of 1999,
respectively.

    Local service revenues increased $22.0 million or 13 percent, $66.1 million
or 13 percent and $78.4 million or 12 percent in the three, nine and twelve
month periods ended September 30, 1999, respectively. Customer access lines,
excluding access lines acquired from Standard, increased 6 percent during the
past twelve month period, including the sales of residential and second access
lines. The acquisition of Standard accounted for $8.5 million of the increase in
local service revenues in the three month period of 1999 and accounted for $25.1
million of the increases in local service revenues in both the nine and twelve
month periods of 1999, respectively. Revenues from custom calling and other
enhanced services increased $4.9 million, $13.3 million and $16.3 million in the
three, nine and twelve month periods ended September 30, 1999, respectively,
also contributing to the overall growth in local service revenues in all
periods.

    Network access and long-distance revenues increased $23.2 million or 13
percent, $58.5 million or 11 percent and $58.3 million or 8 percent in the
three, nine and twelve month periods ended September 30, 1999, respectively. The
acquisition of Standard accounted for $16.4 million of the increase in network
access and long-distance revenues in the three month period of 1999 and
accounted for $41.6 million of the increases in network access and long-distance
revenues in both the nine and twelve month periods of 1999, respectively. Higher
volumes of access usage and growth in customer access lines also contributed to
the increases in network access and long-distance revenues in all periods of
1999. The increases in network access and long-distance revenues attributable to
the Standard acquisition, growth in customer access lines and increased access
usage were partially offset by a reduction in intrastate toll revenues.

    Miscellaneous revenues increased $2.7 million or 9 percent, $9.8 million or
11 percent and $12.7 million or 11 percent for the three, nine and twelve month
periods ended September 30, 1999, respectively. The acquisition of Standard
accounted for $2.0 million of the increase in miscellaneous revenues in the
three month period of 1999 and accounted for $6.0 million of the increases in
miscellaneous revenues in the nine and twelve month periods of 1999. Increases
in directory advertising and equipment sales revenues also contributed to the
growth in miscellaneous revenues for all periods of 1999.

    As more fully discussed in Note 7 to the unaudited consolidated financial
statements, the Georgia Public Service Commission ("Georgia PSC") issued an
order requiring that ALLTEL's wireline subsidiaries which operate within its
jurisdiction reduce their annual network access charges by $24 million,
prospectively,

                                       9
<PAGE>


effective July 1, 1996. The Company appealed the Georgia PSC order. In November
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 ordering the rate
reductions. 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, in July 1997, the Georgia Court of
Appeals (the "Appellate Court") reversed the Superior Court's decision. The
Company appealed to the Georgia Supreme Court, and on October 5, 1998, the
Georgia Supreme Court, in a 4-3 decision, upheld the Appellate Court's ruling
that the Georgia PSC had the authority to conduct the rate proceeding. The case
was returned to the Superior Court for it to rule on the issues it had not
previously decided. On April 6, 1999, the Superior Court found that, with
respect to the July 1996 order, the Georgia PSC did not provide ALLTEL with
sufficient notice of the charges against the Company, did not provide ALLTEL a
fair opportunity to present its case and respond to the charges, and failed to
satisfy its burden of proving that ALLTEL's rates were unjust and unreasonable.
Further, the Superior Court found that the July 1996 order was an unlawful
attempt to retroactively reduce ALLTEL's rates and certain statutory revenue
recoveries. For each of these independent reasons, the Superior Court vacated
and reversed the July 1996 order and remanded the case with instructions to
dismiss the case. The Georgia PSC appealed the Superior Court's April 1999
decision. The Company remains confident that it will ultimately prevail in this
case, and as such, has not implemented any revenue reductions or established any
reserves for refund related to this matter at this time.

    Growth in operating income for all periods of 1999 primarily reflects the
increases in wireline operating revenues and sales, partially offset by
increases in network-related expenses, depreciation and amortization, data
processing charges and other general and administrative expenses. The
acquisition of Standard accounted for $13.1 million of the increase in operating
income in the three month period of 1999 and accounted for $30.9 million of the
increases in operating income in both the nine and twelve month periods of 1999,
respectively. Network-related expenses, data processing charges and other
general and administrative expenses increased in all periods primarily due to
the growth in wireline customers and network usage, while depreciation and
amortization expense increased in all periods primarily due to growth in
wireline plant in service.

Regulatory Matters-Wireline Operations
--------------------------------------

    ALLTEL's wireline subsidiaries, except for the former Aliant operations,
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 ALLTEL'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) 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, ALLTEL's wireline subsidiaries could
begin to experience increased competition in their local service areas. To date,
competition has not had a significant adverse effect on the operations of
ALLTEL's wireline subsidiaries.

    In 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, was challenged in federal court by various ILECs and
state regulatory commissions. In 1997, the U.S. Eighth Circuit Court of Appeals
(the "Eighth Circuit Court") vacated the

                                       10
<PAGE>

FCC's pricing rules, finding, among other matters, that the FCC had exceeded its
jurisdiction in establishing pricing rules for intrastate communications
services. The Eighth Circuit Court also ruled that ILECs are not required by the
96 Act to recombine network elements purchased by requesting carriers on an
unbundled basis. The FCC asked the U.S. Supreme Court ("Supreme Court") to
review two interconnection decisions of the Eighth Circuit Court. In January
1999, the Supreme Court ruled that the FCC had the jurisdiction to carry out
certain local competition provisions of the 96 Act. These provisions include
designing a pricing methodology for states to follow in determining rates to be
charged by ILECs to competitors for interconnection services and network
elements, adopting rules regarding states' review of pre-existing
interconnection agreements between ILECs and other carriers and adopting rules
relating to dialing parity and standards for granting exemptions to rural ILECs.
As part of its ruling, the Supreme Court reinstated the FCC's "pick and choose"
rule. The Supreme Court remanded a portion of the decision to the Eighth Circuit
Court for it to rule on certain issues that it had not previously decided, such
as whether the FCC's pricing rules are consistent with the 96 Act. Other issues
were remanded to the FCC.

    In response to the Supreme Court's decision, the FCC recently completed a
rulemaking outlining how it will interpret the "necessary" and "impair"
standards set forth in the 96 Act and which specific network elements it will
require ILECs to unbundle as a result of its interpretation of those standards.
The FCC reaffirmed that ILECs must provide unbundled access to six of the
original seven network elements that it required to be unbundled. The six
network elements consist of loops, including loops used to provide high-capacity
and advanced telecommunications services, network interface devices, local
circuit switching, dedicated and shared transport, signaling and call-related
databases, and operations support systems. Access to ILEC operator and directory
assistance services was the one network element that the FCC omitted. The FCC
also imposed on ILECs the obligation to unbundle other network elements
including access to sub-loops or portions of sub-loops, fiber optic loops and
transport. At this time, the FCC declined to impose any obligations on ILECs to
provide unbundled access to packet switching or to digital subscriber line
access multiplexers. Finally the FCC began a rulemaking regarding the ability of
carriers to use certain unbundled network elements as a substitute for the
ILEC's special access services.

    In May 1997, the FCC issued regulations applicable to local exchange
carriers ("LECs") relating to access charge reform and universal service. The
access charge reform regulations are applicable mainly to price cap regulated
local exchange companies. Aliant, which ALLTEL recently acquired, formerly was
subject to price cap regulation; however, the FCC has granted ALLTEL a waiver to
operate Aliant on a rate-of-return basis. ALLTEL expects to transition Aliant to
rate-of-return regulation by July 2000. ALLTEL's other wireline subsidiaries are
not price cap regulated companies, and, accordingly, the access charge
regulations, with few exceptions, are not currently applicable to them. However,
the FCC instituted a rulemaking in June 1998 in which it proposed to amend the
access charge rules for rate-of-return LECs in a manner similar to that earlier
adopted for price cap LECs. The FCC's proposal involves the modification of the
transport rate structure, the reallocation of costs in the transport
interconnection charge and amendments to reflect changes necessary to implement
universal service. The issue of additional pricing flexibility for
rate-of-return LECs is expected to be addressed in a subsequent phase of the
proceeding. Once the access charge rules for rate-of-return LECs are finalized,
ALLTEL will assess the impact, if any, the new rules will have on its wireline
operations.

    On October 21, 1999, the FCC adopted two orders involving universal service.
In the first order, the FCC completed development of the cost model that will be
used to estimate non-rural ILECs' forwarding-looking costs of providing
telephone service. In the second order, the FCC adopted a methodology that uses
the costs generated by the cost model to calculate the appropriate level of
support for non-rural carriers serving rural areas. Under the new funding
mechanism, seven states (Alabama, Kentucky, Maine, Mississippi, Vermont, West
Virginia, and Wyoming) will receive high-cost support of approximately $255
million. The new high-cost support mechanism should ensure that rates are
reasonably comparable on average among states, while the states will continue to
ensure that rates are reasonably comparable within their borders. The FCC also
adopted a "hold-harmless" measure, which is intended to prevent potential rate
shocks and disruptions in state rate designs when the new high cost mechanism
takes effect on January 1, 2000. The FCC reiterated that the high cost support

                                       11
<PAGE>


mechanism for rural carriers is not scheduled to be revised until January 1,
2001, at the earliest. The FCC also clarified its interpretation of the
definition of a "rural telephone company" under the Act to refer to the legal
entity that provides local exchange services.

    Based upon ALLTEL's review of the FCC's current regulations concerning the
universal service subsidy, it is unlikely that material changes in the universal
service funding for ALLTEL's rural rate-of-return wireline subsidiaries will
occur prior to 2001. In 2001, the universal service subsidy may change from
being based on actual costs to being based on a proxy model for ALLTEL's rural
rate-of-return subsidiaries.

    Certain aspects of the original universal service decision were appealed to
the U.S. Fifth Circuit Court of Appeals ("Fifth Circuit Court"). In July 1999,
the Fifth Circuit Court ruled on these appeals and affirmed most of the FCC's
decision regarding implementation of the high cost support system. The Fifth
Circuit Court, however, reversed both the FCC's requirement that ILECs recover
their universal service contributions from access charges and the blanket
prohibition on additional state eligibility requirements for carriers receiving
high cost support. The Fifth Circuit Court also concluded that the FCC exceeded
its jurisdiction by assessing carrier contributions to the schools and libraries
program based on their combined interstate and intrastate revenues and by
asserting its authority to do the same with respect to carrier contributions to
the high cost fund. The Fifth Circuit Court subsequently denied petitions for
rehearing but granted the FCC a stay until November 1, 1999. The FCC has now
adopted rules to comply with the court's decision. The amended rules provide for
a single contribution base for purposes of funding all of the universal support
mechanisms. Affected carriers' intrastate revenues are eliminated from the
contribution base. The FCC also ruled that ILECs may recover their contributions
through either access charges or through end user charges.

    In October 1998, the FCC began a proceeding to consider a represcription of
the authorized rate-of-return for the interstate access services of
approximately 1,300 ILECs, including ALLTEL's wireline subsidiaries. The
currently prescribed rate-of-return is 11.25 percent. The purpose of the FCC's
proceeding is to determine whether the prescribed rate-of-return corresponds to
current market conditions and whether the rate should be changed. A decision by
the FCC related to this matter may be issued later this year.

    In March 1999, the FCC released an order designed to facilitate the
development of competition in the advanced services market. The FCC determined
that ILECs must make available to requesting competitive local exchange carriers
("CLECs") the use of shared collocation arrangements. Competitiors must also be
able to collocate all equipment used for interconnection and/or access to
unbundled network elements even when that equipment includes a switching or
enhanced services function. This decision has been appealed by certain ILECs to
the U.S. Court of Appeals, Washington, D.C. Circuit. The FCC also issued a
further rulemaking to determine whether the FCC should mandate line sharing
nationally by ILECs in order that CLECs may provide data or advanced services
over those lines.

    Because resolution of the regulatory matters discussed above that are
currently under FCC or judicial review is uncertain and regulations to implement
other provisions of the 96 Act have yet to be issued, ALLTEL cannot predict at
this time the specific effects, if any, that the 96 Act and its implementing
regulations will have on its wireline operations; however, the Company still
believes that it will be able to recover its costs and earn a fair
rate-of-return as provided for through the regulatory process.


                                       12


<PAGE>


<TABLE>
<CAPTION>
Communications-Emerging Businesses Operations
------------------------------------------------------------------------------------------------------------
                             Three Months Ended           Nine Months Ended          Twelve Months Ended
                                   Sept. 30,                    Sept. 30,                    Sept. 30,
(Dollars in thousands)         1999         1998           1999          1998            1999        1998
-----------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>             <C>           <C>             <C>         <C>
Revenues and sales         $ 71,343    $  46,247       $196,541      $117,307        $246,552    $149,143
Operating loss             $(14,588)   $(10,764)       $(33,127)     $(25,711)       $(45,393)   $(28,593)
-----------------------------------------------------------------------------------------------------------
</TABLE>
    Emerging businesses consist of ALLTEL's long-distance, CLEC, Internet
access, network management and PCS operations. Long-distance and Internet access
services are currently marketed to residential and business customers in the
majority of states in which ALLTEL provides communications services. In 1998,
ALLTEL began offering CLEC and network management services to business customers
in select markets. In 1999, ALLTEL expanded its CLEC product offering to include
residential customers in certain areas, including Little Rock, Ark. and
Charlotte, N.C. The Company plans to expand its CLEC operations into additional
markets in North Carolina and Virginia later this year. PCS has been offered in
Jacksonville, Fla., since March 1998 and in the Birmingham and Mobile, Ala.
markets since February 1999.

    Emerging businesses' revenues and sales increased $25.1 million or 54
percent, $79.2 million or 68 percent and $97.4 million or 65 percent for the
three, nine and twelve month periods ended September 30, 1999. The increases in
revenues and sales in all periods primarily reflect growth in the long-distance,
Internet and CLEC operations, primarily driven by growth in ALLTEL's customer
base for these services. Long-distance revenues increased $11.8 million, $37.2
million and $42.5 million, Internet revenues increased $4.3 million, $12.2
million and $15.2 million while CLEC revenues increased $3.2 million, $13.2
million and $18.5 million in the three, nine and twelve month periods ended
September 30, 1999, respectively. Operating losses sustained by emerging
businesses increased $3.8 million or 36 percent, $7.4 million or 29 percent and
$16.8 million or 59 percent for the three, nine and twelve month periods of
1999, respectively, primarily due to the PCS operations reflecting the start-up
nature of this business.

<TABLE>
<CAPTION>
Information Services Operations
-----------------------------------------------------------------------------------------------------------------
                                 Three Months Ended            Nine Months Ended            Twelve Months Ended
                                       Sept. 30,                   Sept. 30,                      Sept. 30,
(Dollars in thousands)              1999         1998           1999           1998            1999          1998
-----------------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>            <C>            <C>           <C>           <C>
Revenues and sales              $312,855     $292,169       $932,103       $856,221      $1,237,650    $1,120,369
Operating income                $ 44,479     $ 40,417       $128,217       $116,609      $  174,259    $  157,335
-----------------------------------------------------------------------------------------------------------------
</TABLE>
    Information services' revenues and sales increased $20.7 million or 7
percent, $75.9 million or 9 percent and $117.3 million or 10 percent for the
three, nine and twelve month periods ended September 30, 1999, respectively.
Operating income increased $4.1 million or 10 percent, $11.6 million or 10
percent and $16.9 million or 11 percent for the three, nine and twelve month
periods ended September 30, 1999, respectively.

    Revenues and sales increased in all periods of 1999, primarily due to growth
in the financial services and telecommunications outsourcing operations,
reflecting volume growth in existing data processing contracts and the addition
of new outsourcing agreements. Financial services, including the residential
lending and international operations, produced revenue increases of $6.0
million, $27.5 million and $61.2 million, while telecommunications revenues
increased $21.0 million, $60.8 million and $69.3 million in the three, nine and
twelve month periods ended September 30, 1999, respectively. Revenues earned
from new contracts accounted for approximately $5 million, $21 million and $42
million of the overall increases in revenues and sales in the three, nine and
twelve month periods of 1999, respectively. The growth in telecommunications
revenues and sales in all periods primarily resulted from additional billings to
affiliates reflecting the Company's recent acquisitions. The increases in
revenues and sales in all periods were partially offset by lost revenues
resulting from contract terminations due primarily to the merger and
consolidation activity in the domestic financial services market. The domestic
financial services industry continues to experience consolidation due to
mergers.
                                       13
<PAGE>


    The increases in operating income in all periods primarily reflect the
growth in revenues and sales noted above, partially offset by lower margins
realized by the international financial services business and by the loss of
higher margin operations due to contract terminations. Operating income for the
nine and twelve month periods of 1999 also reflects an unfavorable cumulative
margin adjustment of $4.6 million recorded in the second quarter related to one
outsourcing agreement accounted for under the percentage-of-completion method.
Operating income for all periods of 1999 also reflects increased depreciation
and amortization expense and additional software development costs and other
operating costs. Depreciation and amortization expense increased in all periods
primarily due to the acquisition of additional data processing equipment and due
to an increase in amortization of internally developed software.

<TABLE>
<CAPTION>
Other Operations
------------------------------------------------------------------------------------------------------------------------
                                         Three Months Ended            Nine Months Ended           Twelve Months Ended
                                               Sept. 30,                    Sept. 30,                     Sept. 30,
(Dollars in thousands)                     1999         1998           1999           1998            1999          1998
------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>            <C>            <C>             <C>           <C>
Revenues and sales                     $153,823     $178,593       $414,884       $425,155        $591,079      $532,330
Operating income                       $  5,986     $  6,975       $ 16,300       $ 19,242        $ 22,984      $ 22,994
------------------------------------------------------------------------------------------------------------------------
</TABLE>
    Other operations consist of the product distribution and directory
publishing operations. Revenues and sales decreased $24.8 million or 14 percent,
decreased $10.3 million or 2 percent and increased $58.7 million or 11 percent
for the three, nine and twelve month periods ended September 30, 1999,
respectively. Operating income decreased $1.0 million or 14 percent and $2.9
million or 15 percent for the three and nine month periods and decreased
slightly in the twelve month period ended September 30, 1999, respectively.

    The decreases in revenues and sales in both the three and nine month periods
were primarily due to a reduction in sales of telecommunications and data
products to affiliates. Sales to affiliates decreased $36.4 million and $28.9
million in the three and nine month periods of 1999, respectively. Partially
offsetting the reduction in affiliate sales was growth in directory publishing
revenues reflecting an increase in the number of directory contracts published.
Compared to the corresponding periods of 1998, 13, 20 and 23 additional
directory contracts were published in the three, nine and twelve month periods
ended September 30, 1999, respectively. As a result of these additional
contracts, publishing revenues increased $4.7 million, $8.7 million and $9.8
million in the three, nine and twelve month periods of 1999, respectively. In
addition to the growth in the directory publishing operations, revenues and
sales for the twelve month period of 1999 also reflect increased sales of
telecommunications and data products to affiliated and non-affiliated customers.
In the twelve month period ended September 30, 1999, sales of telecommunications
and data products to affiliates and non-affiliates increased $34.9 million and
$13.4 million, respectively. The increase in affiliate sales was primarily due
to additional purchases made by the Company's wireless subsidiaries, reflecting
the merger with 360 and the expansion of ALLTEL Supply's product lines
to include wireless equipment.

    The decreases in other operations' operating income for the three and nine
month periods of 1999 primarily reflect the decreases in revenues and sales
noted above, as well as lower gross profit margins realized by ALLTEL Supply on
affiliated sales.

<TABLE>
<CAPTION>
Corporate Expenses
-------------------------------------------------------------------------------------------------------------------------
                                          Three Months Ended             Nine Months Ended           Twelve Months Ended
                                                Sept. 30,                     Sept. 30,                     Sept. 30,
(Dollars in thousands)                      1999          1998           1999           1998            1999         1998
-------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>            <C>            <C>             <C>          <C>
Corporate operating expenses           $  10,606      $  6,765       $ 26,194       $ 12,731        $ 36,315     $ 19,041
Merger and integration expenses
    and other charges                     90,520       252,000         90,520        252,000          90,520      252,000
Provision to reduce carrying
    value of certain assets                    -        55,000              -         55,000               -       55,000
                                        --------      --------       --------       --------        --------     --------
    Total corporate expenses            $101,126      $313,765       $116,714       $319,731        $126,835     $326,041
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       14
<PAGE>


    As indicated in the above table, corporate expenses for all periods of 1999
include the $90.5 million of merger and integration expenses and other charges
recorded in the third quarter, while corporate expenses for all periods of 1998
include the $252 million of merger and integration expenses and the $55 million
charge related to changes in GTE's customer care and billing contract, as
previously discussed. Excluding the impact of the merger and integration
expenses and other charges and asset write-downs, corporate expenses would have
increased $3.8 million or 57 percent, $13.5 million or 106 percent and $17.3
million or 91 percent for the three, nine and twelve month periods ended
September 30, 1999, respectively. Net of the merger and integration expenses and
other charges and asset write-downs, the increases in corporate expenses in all
periods of 1999 reflect increases in employee benefit costs and depreciation and
amortization expense.

OTHER FINANCIAL STATEMENT ITEMS

Interest Expense
----------------

    Interest expense increased $1.2 million or 2 percent and decreased $3.4
million or 1 percent in the three and twelve month periods ended September 30,
1999, respectively. Interest expense also decreased slightly in the nine month
period of 1999. The changes in interest expense in all periods reflect the
issuance in April 1999 of $300 million of 6.8 percent debentures due 2029. The
increases in interest expense attributable to this debt issuance were partially
offset in the three month period and more than offset in the nine and twelve
month periods by decreases in the average amount of borrowings outstanding and
the weighted average borrowing rates applicable to ALLTEL's revolving credit
agreement.

Income Taxes
------------

    Income tax expense increased $37.6 million or 43 percent, $32.0 million or 9
percent and $69.2 million or 15 percent for the three, nine and twelve month
periods ended September 30, 1999, respectively. The increases in income tax
expense in each period primarily reflects the tax-related impact of the merger
and integration expenses and the other non-recurring and unusual items recorded
in each period as previously discussed. Excluding the impact on tax expense of
these items in each period, income tax expense would have increased $21.4
million or 17 percent, $99.0 million or 30 percent and $136.3 million or 32
percent in the three, nine and twelve month periods ended September 30, 1999,
respectively, consistent with the overall growth in the Company's earnings from
continuing operations before non-recurring and unusual items.

Average Common Shares Outstanding
---------------------------------

    The average number of common shares outstanding increased 3 percent in the
three month period and increased 2 percent in both the nine and twelve month
periods ended September 30, 1999, respectively. The increases in all periods
primarily reflect the additional shares issued in January 1999 in connection
with the Standard acquisition, as well as the additional shares issued in
September 1999 to complete the AIR and Southern Data acquisitions.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

    ALLTEL's total capital structure was $7.9 billion at September 30, 1999,
reflecting 51 percent common and preferred equity and 49 percent debt. This
compares to a capital structure of $7.4 billion at December 31, 1998, reflecting
49 percent common and preferred equity and 51 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.




                                       15
<PAGE>


Cash Flows from Operations
--------------------------

    Cash provided from operations continues to be the Company's primary source
of liquidity. Cash provided from operations was $993.2 million and $1,443.7
million for the nine and twelve month periods ended September 30, 1999,
respectively, compared to $955.4 million and $1,360.7 million for the same
periods in 1998. The increases in both the nine and twelve month periods reflect
changes in working capital requirements, including the timing of payment of
accounts payable, partially offset by growth in the earnings of the Company,
excluding the effects of all non-recurring and unusual items.

Cash Flows from Investing Activities
------------------------------------

    Capital expenditures continued to be ALLTEL's primary use of capital
resources. Capital expenditures for the nine and twelve month periods of 1999
were $677.3 million and $1,017.6 million, respectively, compared to $657.6
million and $980.4 million for the same periods in 1998. During the past
two-year period, the Company funded the majority of its capital expenditures
through internally generated funds. Capital expenditures were incurred to
continue to modernize and upgrade ALLTEL's telecommunications network and to
expand into existing information services markets. In addition, capital
expenditures were incurred to construct additional network facilities to provide
PCS and digital wireless service and to offer other communications services,
including long-distance, Internet and local competitive access services. Capital
expenditures are forecast at approximately $900 million for 1999, which are
expected to be funded primarily from internally generated funds.

    Cash outlays for the acquisition of property for the nine and twelve month
periods of 1999 were $93.8 million and $95.4 million, respectively. These
amounts are net of cash acquired of approximately $24.1 million received in the
Standard acquisition and principally consist of cash outlays of $46.5 million
for a wireless property in Colorado, $30.6 million for a wireless property in
Illinois, and $20.0 million for a wireless property in Alabama. In addition to
these acquisitions, the nine and twelve months ended September 30, 1999, include
a cash outlay of $12.1 million for the purchase of the remaining ownership
interest in a wireless property in Nebraska in which the Company already owned a
controlling interest. The nine and twelve month periods of 1998 include cash
outlays of $34.6 million for the purchase of two wireless properties in Georgia
and $43.6 million for the purchase of additional ownership interests in wireless
properties in which the Company previously owned a controlling interest.

    Cash flows from investing activities for the nine and twelve month periods
ended September 30, 1999 include proceeds from the return on investments of
$68.9 million and $113.6 million, respectively, principally consisting of cash
distributions received from ALLTEL's wireless minority investments. Cash flows
from investing activities for the nine and twelve month periods ended September
30, 1998 also include proceeds from the sale of investments of $312.1 million
and $315.7 million, respectively. These proceeds principally consist of $288.2
million received from the sale of a portion of the Company's investment in MCI
WorldCom common stock. In addition, the Company also received proceeds of $20.2
million from the sale of ALLTEL's minority ownership interest in various
wireless properties. The proceeds received from these investment sales were used
primarily to reduce borrowings under the Company's revolving credit agreement.

Cash Flows from Financing Activities
------------------------------------

    Dividend payments remain a significant use of capital resources for the
Company. Common and preferred dividend payments for the nine and twelve month
periods ended September 30, 1999 were $284.2 million and $372.2 million,
respectively, compared to $184.1 million and $244.3 million for the same periods
in 1998. The increases in dividend payments in both periods primarily reflect
the additional ALLTEL common shares issued and outstanding due to the mergers
with 360, Aliant, Liberty and Standard, as well as growth in the annual
dividend rate on ALLTEL's common stock. In October 1999, the Company's Board of
Directors approved a 5 percent increase in the quarterly common stock dividend
rate from $.305 to

                                       16
<PAGE>


$.32 per share. This action raised the annual dividend rate to $1.28 per share
and marked the 39th consecutive year in which ALLTEL has increased its common
stock dividend. Distributions to minority investors were $75.5 million and
$120.2 million for the nine and twelve months ended September 30, 1999,
respectively, compared to $58.1 million and $74.3 million for the same periods
in 1998. The increases in distributions for both periods reflect the improved
operating results of the wireless properties managed by the Company. Cash flows
from financing activities for the twelve months ended September 30, 1998 include
a cash outlay of $110.3 million for the repurchase by the Company of 3.1 million
of its common shares.

    The Company has a $1 billion line of credit under a revolving credit
agreement. Borrowings outstanding under this agreement at September 30, 1999
were $366.1 million, compared to $578.5 million that were outstanding at
December 31, 1998. Borrowings outstanding under this agreement at September 30,
1998 were $633.6 million. The weighted average interest rate on borrowings
outstanding under the revolving credit agreement at September 30, 1999, was 5.7
percent. In March 1999, ALLTEL filed a shelf registration statement with the
Securities and Exchange Commission providing for the issuance of up to $500
million in aggregate initial offering price of unsecured debt securities. In
April 1999, ALLTEL issued $300 million of 6.8 percent debentures due May 1,
2029, under this shelf registration statement. The net proceeds of $298.2
million were used to reduce borrowings outstanding under the revolving credit
agreement. The $300 million debentures, net of issuance costs, represents all of
the long-term debt issued in the first nine months of 1999, and substantially
all of the long-term debt issued in the twelve month period ended September 30,
1999. The net decreases in revolving credit borrowings from both December 31,
1998 and September 30, 1998 represent the majority of long-term debt retired
during the nine and twelve months ended September 30, 1999, respectively.
Scheduled long-term debt retirements, net of the revolving credit agreement
activity, amounted to $64.8 million and $84.1 million for the nine and twelve
month periods of 1999, respectively.

Year 2000 Compliance
--------------------

    The Year 2000 issue affects the Company's internal computer systems and
certain software, systems and services that the Company provides to its
customers, as well as the Company's infrastructure. The Company's Year 2000 plan
consists of eight phases: (i) Awareness; (ii) Inventory; (iii) Third-Party
Strategies; (iv) Risk Assessment; (v) Planning; (vi) Remediation; (vii) Testing;
and (viii) Implementation. Except with regard to the recent acquisition of
Liberty discussed below, as of the date of this filing, the Company has
completed all of the phases of the Year 2000 plan for the Company's critical
internal computer systems and software, systems and services that the Company
provides to its customers and for which the Company is responsible.
Additionally, the Company has completed all phases of the Year 2000 plan for the
Company's critical infrastructure, except for critical infrastructure acquired
in the recent acquisition of Liberty.

    During the first quarter of 1999, the Company acquired Standard and Durango
Cellular Telephone Company ("Durango"). In July 1999, the Company completed its
acquisition of Aliant. The Company applied its Year 2000 methodology described
above to these companies and completed all of the Year 2000 plan phases listed
above for the critical internal computer systems and software, systems and
services that Standard, Durango and Aliant provide to its customers and for
which these companies are responsible, as well as for the infrastructure
acquired in the Standard, Durango and Aliant acquisitions.

    On September 30, 1999, ALLTEL acquired Liberty. The Company continues to
apply its Year 2000 methodology to Liberty's critical internal computer systems
and software, systems and services that Liberty provides to its customers and
for which Liberty is responsible, as well as the infrastructure acquired in the
Liberty acquisition. For those critical internal computer systems, software,
systems, services and infrastructure, the Awareness, Inventory, Risk Assessment,
and Planning phases have been completed and, with the exception of Liberty's
customer care and billing system, the Third-Party Strategies, Remediation,
Testing and Implementation phases have been completed. The Company plans to
complete the Third-Party Strategies, Remediation, Testing and Implementation
phases for Liberty's customer care and billing system

                                       17
<PAGE>


by November 30, 1999.  Liberty's wireless customers constitute approximately 3
percent of the Company's wireless customers.

    As part of its Year 2000 plan, the Company implemented a third party
management process and contacted its critical vendors and suppliers and other
third parties upon which the Company depends regarding their plans for making
their products, services and systems Year 2000 compliant. The Company's ability
to achieve Year 2000 compliance and meet its target completion dates is
dependent upon Year 2000 efforts of its vendors and suppliers. The Company is
also dependent upon other third parties who provide essential services (such as
utilities, interexchange carriers, etc.) to make their critical systems Year
2000 compliant in a timely manner. Generally, the Company does not have the
ability to test those systems for Year 2000 compliance and, instead, must rely
on the third parties' representations.

    Contingency planning to maintain and restore service in the event of a
natural disaster, power failure, or software related interruption has long been
part of the Company's standard business practices. The Company has leveraged
this experience in the development and implementation of its Year 2000
contingency plans that assess the potential for business disruption in various
scenarios. Those contingency plans address possible, but unlikely, "worst case"
scenarios involving the interruption of telecommunications and information
technology services and/or interruption of customer billing, operating and other
information systems, and provide for key-operation back-up and alternative
solutions for recovery. With the exception of Liberty, the Company has developed
contingency plans for its critical systems and plans to augment, modify and test
those contingency plans throughout the end of the year, as appropriate.
Contingency plans consistent with the Company's Year 2000 methodology will be
developed for Liberty prior to the end of the year.

    The Company estimates the total cost of its Year 2000 efforts to be
approximately $80 million. As of September 30, 1999, ALLTEL has incurred
approximately $73 million of the total amount. The Company has and will
capitalize and subsequently amortize approximately one-half of the total Year
2000 cost, including costs relating to the remediation of the Company's software
products. Some of the Company's Year 2000 costs are not incremental, but rather
represent the redeployment of existing resources. As for the estimated costs
associated with making the Company's customers' systems Year 2000 compliant in
those situations where the Company is obligated to do so, the Company has
treated those costs as contract costs and has not included them in the Company's
Year 2000 costs. The Company continues to evaluate the estimated costs
associated with its Year 2000 efforts based on actual experience. The Company
believes, based on available information, that its Year 2000 costs will not have
a material adverse effect on its results of operations. The above information is
based on the Company's current best estimates using numerous assumptions of
future events. Given the complexity of the Year 2000 issues and possible
unidentified risks, actual results may vary from those anticipated and discussed
above.

Other Financial Information and Recently Issued Accounting Pronouncements
-------------------------------------------------------------------------

    During the first nine months of 1999, there were no material changes in the
market risks discussed in the Company's Annual Report on Form 10-K, as amended
for the year ended December 31, 1998.

    In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and for Hedging Activities", ("SFAS 133"). This Statement
establishes accounting and reporting standards requiring that every derivative
instrument be recorded on the balance sheet as either an asset or liability
measured at fair value. SFAS 133 requires that changes in a derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. The FASB recently issued SFAS No. 137, which deferred the
effective date of SFAS 133 until fiscal years beginning after June 15, 2000. As
ALLTEL does not have significant derivative financial instruments, the Company
does not expect the adoption of SFAS 133 to have a material impact on its
reported earnings and/or other comprehensive income.

                                       18


<PAGE>



                               ALLTEL CORPORATION

                                    FORM 10-Q

                           Part II - OTHER INFORMATION



Item 4.         Submission of Matters to a Vote of Security Holders
-------         ---------------------------------------------------

                No matters were submitted to security holders for a vote during
                the third quarter of 1999.


Item 6.         Exhibits and Reports on Form 8-K
-------         --------------------------------

        (a)     See the exhibits specified on the Index of Exhibits located at
                Page 21.

        (b)     Reports on Form 8-K:

                Current Report on Form 8-K dated October 12, 1999, reporting
                under Item 5, Other Events, the Company refiled its audited
                consolidated financial statements for the years ended December
                31, 1998, 1997 and 1996 to include supplemental financial
                information related to the Company's completed merger with
                Liberty Cellular, Inc.

                Current Report on Form 8-K dated August 13, 1999, reporting
                under Item 5, Other Events, the Company refiled its audited
                consolidated financial statements for the years ended December
                31, 1998, 1997 and 1996. The refiled consolidated financial
                statements included Arthur Andersen LLP's reissued unqualified
                audit opinion which excluded any reference to the report of
                other auditors. In addition, the refiled consolidated financial
                statements included supplemental financial information related
                to the Company's completed merger with Aliant Communications,
                Inc. ("Aliant").

                Current Report on Form 8-K dated July 2, 1999, reporting under
                Item 2, Acquisition or Disposition of Assets, the Company's
                Press Release announcing that ALLTEL and Aliant had completed
                their merger. Historical financial statements of Aliant are not
                required to be filed pursuant to Rule 3-05 of Regulation S-X. In
                addition, pro forma financial information is not required to be
                filed pursuant to Article 11 of Regulation S-X.

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










                                       19
<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/ Jeffery R. Gardner
                          -----------------------------
                               Jeffery R. Gardner
                  Senior Vice President - Finance and Treasurer
                         (Principal Accounting Officer)
                                November 12, 1999







                                       20
<PAGE>



                               ALLTEL CORPORATION

                                    FORM 10-Q

                                INDEX OF EXHIBITS


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

(10)(k)(8)       Amendment No. 13 to ALLTEL Corporation                   33
                 Pension Plan (January 1, 1994 Restatement)

(10)(l)(9)       Amendment No. 12 to ALLTEL Corporation                   39
                 Profit-Sharing Plan (January 1, 1994 Restatement)

(10)(o)(9)       Amendments No. 13 and 14 to ALLTEL Corporation           42
                 Thrift Plan (January 1, 1994 Restatement)

    (19)         Interim Report to Stockholders and                     22 - 32
                 Notes to Unaudited Consolidated Financial
                 Statements for the periods ended
                 September 30, 1999 and 1998

    (27)         Financial Data Schedule                                  47
                 for the nine months ended September 30, 1999





                                       21