EXHIBIT 99(a)



                          FORM 11-K INFORMATION FOR THE

                         ALLTEL CORPORATION THRIFT PLAN

                        AS OF DECEMBER 31, 1999 AND 1998

                    AND FOR THE YEAR ENDED DECEMBER 31, 1999






<PAGE>


                              REQUIRED INFORMATION



         The ALLTEL Corporation Thrift Plan (the "Plan") is subject to the
Employee Retirement Income Security Act of 1974.

         Item 4. In lieu of the requirements of Items 1, 2 and 3 of Form 11-K,
the following financial statements of the Plan are being filed as Exhibit 99(a)
to this Report:

         1.   Report of Independent Public Accountants

         2.   Statements of Net Assets Available for Benefits as of December 31,
              1999 and 1998

         3.   Statement of Changes in Net Assets Available for Benefits for the
              year ended December 31, 1999

         4.   Notes to Financial Statements and Supplemental Schedule as of
              December 31, 1999 and 1998

         5.   Schedule of Assets Held for Investment Purposes as of
              December 31, 1999

         The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23(a) to this
Report.


<PAGE>

                         ALLTEL CORPORATION THRIFT PLAN

                 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
                        As of December 31, 1999 and 1998
                         TOGETHER WITH AUDITORS' REPORT


<PAGE>




                         ALLTEL CORPORATION THRIFT PLAN

            INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

                        As of December 31, 1999 and 1998



Report of Independent Public Accountants                                     1

Financial Statements:

      Statements of Net Assets Available for Benefits

       as of December 31, 1999 and 1998                                      2

      Statement of Changes in Net Assets Available for Benefits

       for the year ended December 31, 1999                                  3

Notes to Financial Statements and Supplemental Schedule                   4 - 11

Supplemental Schedule:

      Schedule I: Line 27a - Schedule of Assets Held for Investment

       Purposes as of December 31, 1999                                     12



<PAGE>



Report of Independent Public Accountants

To the Participants and Administrator of the
    ALLTEL Corporation Thrift Plan:

We have audited the accompanying statements of net assets available for benefits
of the ALLTEL Corporation Thrift Plan (the "Plan") as of December 31, 1999 and
1998, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1999. These financial statements and the
schedule referred to below are the responsibility of ALLTEL Corporation in its
capacity as administrator of the Plan (the "Administrator"). Our responsibility
is to express an opinion on these financial statements and the accompanying
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the Administrator, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule of Assets Held for
Investment Purposes is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's
administrator. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


                                                          /s/Arthur Andersen LLP



Little Rock, Arkansas,
April 24, 2000.


<PAGE>



                         ALLTEL CORPORATION THRIFT PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                               As of December 31,


                                                      1999              1998
                                                 ------------      -------------
ASSETS:

Investments, at fair value (Schedule I and Note 3):

     ALLTEL Corporation Common Stock             $116,371,493      $ 48,835,291
     Mutual Investment Funds                      347,964,657       244,802,367
     Money Market Funds                            58,485,502        38,530,924
     Participant Loans                             10,060,181         4,839,385
                                                 ------------      ------------
        Total investments                         532,881,833      $337,007,967
                                                 ------------      ------------

Receivables:
     Employer's contribution                       14,518,727        11,188,514
     Accrued interest and dividends                   710,309           245,906
                                                 ------------      ------------
        Total receivables                          15,229,036        11,434,420
                                                 ------------      ------------

     Total assets                                 548,110,869       348,442,387

LIABILITIES:

     Due to broker                                  1,720,978           269,423
                                                 ------------      ------------


NET ASSETS AVAILABLE FOR BENEFITS                $546,389,891      $348,172,964
                                                 ============      ============





        The accompanying notes are an integral part of these statements.


                                        2
<PAGE>



                         ALLTEL CORPORATION THRIFT PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                      For the year ended December 31, 1999



ADDITIONS:
    Investment income:
      Dividend income                                        $ 19,901,787
      Interest income                                           2,946,753
      Net appreciation in fair value of investments            54,981,245
                                                             ------------
         Total investment income                               77,829,785
                                                             ------------

    Contributions:
      Employer                                                 14,518,727
      Employee                                                 42,724,997
      Employee rollovers                                        2,390,802
                                                             ------------
         Total contributions                                   59,634,526
                                                             ------------

    Transfer from other plan (Note 1)                          94,512,304
                                                             ------------

         Total additions                                      231,976,615
                                                             ------------

DEDUCTIONS:
    Benefit payments and withdrawals                           33,759,688
                                                             ------------

         Total deductions                                      33,759,688
                                                             ------------

         Net increase                                         198,216,927

NET ASSETS AVAILABLE FOR BENEFITS:

      Beginning of year                                       348,172,964
                                                             ------------

      End of year                                            $546,389,891
                                                             ============




         The accompanying notes are an integral part of this statement.


                                        3


<PAGE>



                         ALLTEL CORPORATION THRIFT PLAN

             NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

                           DECEMBER 31, 1999 AND 1998


1.       PLAN MERGER

         Effective August 1, 1999, a merger of the ALLTEL Corporation Thrift
         Plan (the "Plan") and the 360 Communications Company Retirement
         Savings Plan (the "360 Plan") was completed. In connection with
         this merger, assets of the 360 Plan in the amount of $94,512,304 were
         transferred to the Plan as of the effective date of the merger.
         Effective August 1, 1999, the general provisions of the Plan govern
         with respect to the interest of the 360 Plan participants to the extent
         not inconsistent with any provision of the 360 Plan that may not be
         eliminated under Section 411(d)(6) of the Internal Revenue Code (the
         "Code").

2.       PLAN DESCRIPTION

         The following is a brief description of the Plan and the administration
         thereof and is provided for general information purposes only.
         Participants should refer to the plan document or the summary plan
         description for a more complete description of the Plan's provisions.

         General

         The Plan is a defined contribution employee benefit plan designed to
         assist employees in planning for retirement. The Plan covers
         substantially all non-bargaining employees of ALLTEL Corporation and
         its subsidiaries ("ALLTEL" or the "Company"). Employees who are (1)
         covered by a collective bargaining agreement, subject to certain
         limitations, (2) leased by the Company or (3) nonresident aliens with
         no U.S. income are not eligible to participate in the Plan.

         Administration

         The Plan is administered by ALLTEL (the "Administrator"). Chase
         Manhattan Bank ("Chase" or the "Trustee") is the trustee of the Plan.

         Plan Contributions

         Each year, participants may contribute up to 14 percent of their pretax
         annual compensation, as defined in the Plan document. Participant
         contributions are subject to certain dollar limitations established by
         the Internal Revenue Service (the "IRS"), which was $10,000 for 1999
         and 1998. Employees considered "highly compensated" as defined in the
         Plan document are currently limited to contributing up to 7 percent of
         their pretax annual compensation. Following the end of the Plan year,
         the Company will contribute 1 percent of eligible Plan compensation to
         the account of every eligible participant. A participant will receive
         this non-elective employer contribution regardless of whether the
         participant has elected to defer any of his/her own compensation to the
         Plan. To qualify for the non-elective employer contribution, a
         participant must (1) have worked at least 1,000 hours during the year
         for which the contribution is being made, (2) have completed one year
         of service (12 consecutive months during which at least 1,000 hours are
         worked) and (3) be employed by the Company on the last business day of
         the year. The non-elective employer contribution will also be made to
         the account of a participant who dies, becomes disabled or qualifies
         for normal or early retirement during the year.


                                        4
<PAGE>

                         ALLTEL CORPORATION THRIFT PLAN

       NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued

                                      ----

         In addition to the 1 percent non-elective employer contribution,
         employees of ALLTEL Information Services, Inc. (a wholly-owned
         subsidiary of ALLTEL) and its subsidiaries may receive a matching
         employer contribution. The amount of the match is determined each year
         by the Company. In 1999, the Company provided a basic employer matching
         contribution equal to 25 percent of the first 6 percent of eligible
         compensation that a participant contributed to the Plan, plus an
         additional matching contribution of 12 percent on salary deferrals
         greater than 3 percent but less than 6 percent of eligible plan
         compensation. All employer contributions are funded annually following
         the Plan's year-end.

         The Plan as amended and restated allows for any eligible employee who
         was a participant in a plan qualified under Section 401 of the Code and
         who receives a cash distribution from such plan to make a rollover
         contribution to the Plan. Such rollover contributions are permitted
         provided the employee is entitled under Section 402 (c)(1) or Section
         408 (d)(3)(A) of the Code to rollover a distribution to another
         qualified retirement plan.

         Participant Accounts

         Individual accounts are maintained for each of the Plan's participants
         to reflect the participant's contributions and related employer
         non-elective and matching contributions, if applicable, as well as the
         participant's share of the Plan's earnings and any related
         administrative expenses. Allocations of the Plan's earnings and
         administrative expenses, if applicable, are based upon participant
         earnings or account balances. The benefit to which a participant is
         entitled is the benefit that can be provided from the participant's
         vested account.

         Vesting and Benefits

         Participants are fully vested in their employee contributions,
         non-elective and matching employer contributions and the accumulated
         earnings thereon. Participants may elect upon termination of employment
         to defer payment of their account balance if it exceeds $5,000. The
         Plan's obligation for the undistributed net assets of former employees
         approximated $92,958,000 and $56,941,000 as of December 31, 1999 and
         1998, respectively. As of December 31, 1999 and 1998, the Plan had
         19,254 and 15,086 participants with account balances, respectively.

         Benefit Payments

         Participants or their beneficiaries, as applicable, are entitled to
         receive the vested balance of their Plan account when they retire at
         age 65 or later, if they become permanently disabled, upon death or
         upon separation from service with the Company. The Plan permits early
         retirement between ages 55 and 65 provided that required service
         levels have been met. If a participant's account balance exceeds
         $5,000, participants may elect to receive the distributions in a
         lump-sum payment, in installment payments or a combination of both. If
         a participant's account balance is equal to or less than $5,000, the
         account will be distributed in a lump-sum payment. Additionally,
         participants may withdraw funds, with the approval of the
         Administrator, from their Plan account for "hardship" reasons as
         defined by the IRS.


                                        5
<PAGE>

                         ALLTEL CORPORATION THRIFT PLAN

       NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued

                                      ----

         Plan Termination

         While it has not expressed any intention to do so, the Administrator
         has the right to terminate the Plan. In the event that the Plan is
         terminated, the interest of all affected participants shall be fully
         vested and non-forfeitable as of the date of the Plan's termination. In
         addition, each participant shall be entitled to receive the entire
         amount of his account balance in cash or in assets of the Plan as the
         Trustee shall determine. Participants in the Plan are entitled to
         certain rights and protection under the Employee Retirement Income
         Security Act of 1974 ("ERISA").

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Financial Statement Presentation

         The accompanying financial statements have been prepared on the accrual
         basis of accounting. The financial statements and supplementary
         schedule have been prepared to satisfy the reporting and disclosure
         requirements of ERISA. The preparation of financial statements in
         conformity with accounting principles generally accepted in the United
         States requires the Administrator to make estimates and assumptions
         that affect the amount of assets, liabilities and disclosures of
         certain contingent assets and liabilities at the date of the financial
         statements and the reported amount of income and expenses during the
         reporting period. The estimates and assumptions used in the
         accompanying financial statements are based upon the Administrator's
         evaluation of the relevant facts and circumstances as of the date of
         the financial statements. Actual results may differ from those
         estimates and assumptions.

         Investments

         During 1999, participants directed their contributions among the
         following investment options and were allowed to change their
         investment elections subject to certain restrictions imposed by the
         funds and the Plan. Among the Plan's investment options are investment
         funds managed by BZW Barclays Global Investors, N.A. ("Barclays") and
         by Fidelity Investments ("Fidelity"). A brief description of each
         investment option available to plan participants during 1999 is
         provided below:

              ALLTEL Corporation Common Stock Fund - Contributions to this fund
              ------------------------------------
              are primarily used to purchase shares of ALLTEL common stock in
              the open market. This fund also holds up to 5 percent of its
              invested funds in cash or cash equivalents. The percentage
              invested in cash or cash equivalents is determined by the Trustee.

         A brief description of the ten investment funds managed by Barclays is
         as follows:

              International Equity Index Fund - This fund seeks long-term
              -------------------------------
              capital appreciation through investment in substantially the same
              common stocks that comprise the Morgan Stanley Capital
              International Europe, Australia and Far East "Free" Index (the
              "EAFE Index"), an index designed to measure the aggregate
              performance of the stock markets of Europe, Australia, New Zealand
              and the Far East.


                                        6
<PAGE>

                         ALLTEL CORPORATION THRIFT PLAN

       NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued

                                      ----


              S&P 500 Equity Index Fund - This fund seeks long-term capital
              -------------------------
              appreciation through investment in substantially the same common
              stocks that comprise the Standard & Poor's 500 Composite Stock
              Price Index (the "S&P 500 Index"), an index designed to measure
              the aggregate performance of the U.S. market for stocks of large
              capitalization.

              1-3 Year Government Bond Index Fund - This fund invests in
              -----------------------------------
              obligations issued or guaranteed by the U.S. Government or its
              agencies that have maturities ranging from one to three years.
              This fund attempts to duplicate the total return of the Lehman
              Brothers Aggregate 1-3 Year Government Bond Index, an index
              designed to measure the aggregate performance of U.S.
              Government-issued bonds with maturities greater than one year but
              less than three years.

              U.S. Debt Index Fund - This fund seeks long-term capital
              --------------------
              appreciation through investment in obligations issued or
              guaranteed by the U.S. Government or its agencies, including
              mortgage-backed securities and investment grade obligations issued
              by domestic and certain foreign corporations with a remaining
              maturity exceeding one year. This fund attempts to duplicate the
              total return of the Lehman Brothers Aggregate Bond Index, an index
              designed to measure the aggregate performance of the U.S. market
              for investment-grade debt securities.

              Money Market Fund - This fund seeks maximum current income while
              -----------------
              preserving capital through investment in money market instruments
              including U.S. Government and agency obligations, bank obligations
              including certificates of deposit, bankers' acceptances and time
              deposits, and short-term commercial debt instruments such as
              commercial paper, unsecured loan participations or variable rate
              demand notes and repurchase agreements.

              LifePath Funds - These funds consist of the LifePath 2000 Fund,
              --------------
              LifePath 2010 Fund, LifePath 2020 Fund, LifePath 2030 Fund and the
              LifePath 2040 Fund. Each fund name contains a target investment
              date and seeks to provide a balance of short-term stability and
              long-term appreciation most appropriate for its target investment
              date. Each fund invests in various classes of domestic and foreign
              equity and debt securities and money market instruments.
              Generally, the funds with longer time horizons invest more heavily
              in equity securities, while funds with shorter time horizons
              invest in debt securities and money market instruments.

         Following is a brief description of the two investment funds managed by
         Fidelity:

              Equity-Income Fund - This fund seeks reasonable income by
              ------------------
              investing in income-producing equity securities. The fund invests
              in common and preferred stocks and debt securities whose yields
              exceed the composite yield of the S&P 500 Index, have rising or
              above-average dividends or have potential for future dividend
              growth.

              Magellan Fund - This fund seeks long-term capital appreciation
              -------------
              through investment in common stocks and convertible securities of
              domestic, foreign and multinational companies.

         Any excess cash in the above investment funds is automatically invested
         daily by the Trustee into the Chase Cash Investment Money Market Fund,
         a short-term investment fund. Assets consist mainly of corporate demand
         notes, commercial paper and short-term U.S. Government securities. The
         carrying value approximates fair value due to the short-term maturity
         of these investments.


                                        7
<PAGE>

                         ALLTEL CORPORATION THRIFT PLAN

       NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued

                                      ----


Investments are stated at their fair value as determined by the Trustee.
Securities traded on a national exchange are valued at their quoted market price
on the last business day of the year. Shares of mutual funds are valued at the
net asset value of shares held by the Plan at year-end. Purchases and sales of
securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date.

The following investments represent 5 percent or more of the Plan's net
assets as of December 31:

                                                         1999            1998
                                                     ------------    -----------
  ALLTEL Corporation Common Stock,
    1,407,365 and 816,473 shares, respectively       $116,371,493    $48,835,291

  Fidelity Magellan Fund,
    1,140,666 and 791,884 shares, respectively        155,849,255     95,675,388

  Fidelity Equity-Income Fund,
    1,310,017 and 1,047,467 shares, respectively       70,059,718     58,186,801

  Barclays Money Market Fund,
    56,524,433 and 37,789,343 shares, respectively     56,524,433     37,789,343

  Barclays S&P 500 Equity Index Fund,
    2,098,111 and 1,957,826 shares, respectively       49,517,254     38,212,851

  Barclays LifePath 2020 Fund,
    1,197,928 shares                                            *     18,491,212

*The Barclays LifePath 2020 Fund did not represent 5 percent or more of the
 Plan's net assets at December 31, 1999.

During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value as
follows:

    ALLTEL Corporation Common Stock                         $24,750,608
    Mutual Funds                                             30,230,637
                                                            -----------
      Total appreciation in fair value                      $54,981,245
                                                            ===========

Plan Expenses

As outlined in the Plan document, expenses related to the Plan's
operations are paid from Plan assets unless ALLTEL elects to pay these
expenses. ALLTEL paid all administrative expenses related to the Plan
in 1999.


                                        8
<PAGE>


                         ALLTEL CORPORATION THRIFT PLAN

       NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued

                                      ----

4.       PARTICIPANT LOANS

         Participants can borrow from their account balances amounts not to
         exceed 50 percent of their vested balance, up to a maximum loan amount
         of $50,000. Such loans are allowed only for specific purposes and must
         be repaid through payroll deductions within five years, unless used to
         purchase a principal residence. Principal and interest is paid ratably
         through payroll deductions over the term of the loan. If a
         participant's employment terminates with an outstanding loan, the
         entire loan must be repaid in full within the time prescribed by the
         IRS. If the loan is not repaid on time, the unpaid portion will be
         considered taxable income to the individual. Loans are secured by the
         balance in the participant's account and bear interest at rates
         determined by the Administrator upon execution of the loan. Interest
         rates on the loans outstanding at December 31, 1999 range from 6.00
         percent to 10.75 percent.

5.       EMPLOYER CONTRIBUTIONS

         Contributions in the amount of $14,518,727 due to the Plan from the
         Company had not been funded or allocated among the Plan's funds as of
         December 31, 1999. The employer's contribution receivable was funded by
         the Company and allocated among the Plan's investment funds, according
         to participant elections, during April 2000.

6.       PLAN AMENDMENTS

         During 1998, the following amendments to the Plan agreement were
         adopted:

         8.   Provided for service crediting under the Plan to certain employees
              of ALLTEL Information Services, Inc. ("ALLTEL Information
              Services") who became eligible participants of the Plan pursuant
              to facilities management agreements entered into during 1997.
              Provided for service crediting under the Plan to certain employees
              of Frontier Cellular of Alabama, Inc. who became eligible
              participants of the Plan as a result of ALLTEL's acquisition of
              this company.

         9.   Provided for the transfer of assets during 1998 from the WSFS
              Financial Corporation 401(k) Savings and Retirement Plan into the
              Plan. The assets are attributable to former employees of WSFS
              Financial Corporation who, pursuant to an outsourcing agreement,
              became employees of ALLTEL Information Services and are eligible
              participants of the Plan.

        10.   Increased the maximum employee salary deferral contribution from
              10 percent of eligible plan compensation to 14 percent, effective
              for payroll periods beginning after December 19, 1998.

        11.   Increased the limits at which benefits can be unilaterally
              distributed to participants of the Plan from $3,500 to $5,000,
              effective for distributions settled after December 31, 1998.
              Provided that members of certain bargaining units that were
              decertified in 1998 and became participants of the Plan would be
              eligible to receive the 1998 employer contribution.  Provided for
              service crediting under the Plan to certain employees of ALLTEL
              Information Services who became eligible participants of the Plan
              pursuant to facilities management agreements entered into during
              1998.  Provided for service crediting under the Plan to former
              employees of 360 Communications Company ("360") who terminated
              service with 360 prior to its merger with ALLTEL and were hired by
              the Company.


                                        9
<PAGE>

                         ALLTEL CORPORATION THRIFT PLAN

       NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued

                                      ----


        During 1999, the following amendments to the Plan agreement were
        adopted:

        12.   Provided that non-qualified deferred compensation is excluded for
              purposes of determining eligible compensation under the Plan.

        13.   Provided for the merger of the 360 Plan with and into the
              Plan, effective August 1, 1999. As of the effective date, the
              general provisions of the Plan govern with respect to the interest
              of the 360 Plan participants to the extent not inconsistent with
              any provision of the 360 Plan that may not be eliminated under
              Section 411(d)(6) of the Code.

        14.   Provided for service crediting under the Plan to certain employees
              of Corporate Solutions International, Inc. who became eligible
              participants of the Plan as a result of the acquisition of this
              company by ALLTEL Information Services in 1999. Provided for
              service crediting under the Plan to certain former collective
              bargaining employees in the State of Georgia, who became
              decertified from the collective bargaining unit effective
              February 22, 1999.

        15.   Provided for service crediting under the Plan to certain employees
              of Advanced Information Resources, Limited and Southern Data
              Systems, Inc. who became eligible participants of the Plan as a
              result of the acquisition of these companies by ALLTEL Information
              Services during 1999. Also provided for service crediting under
              the Plan to certain employees of ALLTEL Information Services who
              became eligible participants of the Plan pursuant to facilities
              management agreements entered into during 1999.

        16.   Provided for participation of collective bargaining employees in
              the Plan effective January 1, 2000. As of the effective date,
              collective bargaining employees may participate in the salary
              deferral contribution feature of the Plan, but are not eligible to
              receive either the employer matching contribution or the qualified
              employer non-elective contribution.

7.       TAX STATUS

         The Plan has received a favorable determination letter from the IRS
         dated January 10, 1997, which states that the Plan, as restated January
         1, 1994 and as amended by Amendment Nos. 1 through 4, is "qualified"
         for the purposes of Section 401(a) of the Code. Amendment Nos. 5
         through 16 have not yet been filed with the IRS. The Administrator is
         of the opinion that the Plan, as amended, is designed and operating in
         accordance with applicable IRS requirements, and therefore, believes
         the Plan is qualified and is tax-exempt as of the financial statement
         date. Employer contributions and income of the Plan are not taxable to
         the participants until withdrawals or distributions are made.

8.       RELATED PARTY TRANSACTIONS

         Certain Plan investments are shares of mutual funds managed by Chase.
         Since Chase is the trustee of the Plan, these transactions qualify as
         party-in-interest transactions. The Plan also invests in ALLTEL's
         common stock. These transactions also qualify as party-in-interest
         transactions.


                                       10
<PAGE>

                         ALLTEL CORPORATION THRIFT PLAN

       NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued

                                      ----


9.       RECONCILIATION TO FORM 5500

         As of December 31, 1999 and 1998, the Plan had pending distributions to
         participants who elected to withdraw from the Plan of $1,769,203 and
         $296,842 respectively. These amounts are recorded as a liability in
         the Plan's Form 5500; however, these amounts are not recorded as a
         liability in the accompanying statements of net assets available for
         benefits in accordance with accounting principles generally accepted
         in the United States.

         The following table reconciles the financial statements to the Plan's
         Form 5500 as filed by the Company for the plan year ended December 31,
         1999:

<TABLE>
                                               Benefits         Distributions      Net Assets Available for Benefits
                                                                                   ---------------------------------
                                                Payable        to Participants         1999                 1998
                                                -------        ---------------     ------------         ------------
         <S>                                   <C>                <C>              <C>                  <C>
         Per financial statements              $        -         $33,759,688      $546,389,891         $348,172,964
         Accrued benefits payable               1,769,203           1,769,203        (1,769,203)            (296,842)
         Reversal of prior year
           benefit payments accrual                     -            (296,842)                -                    -
                                               ----------         -----------      ------------         ------------
         Per Form 5500                         $1,769,203         $35,232,049      $544,620,688         $347,876,122
                                               ==========         ===========      ============         ============
</TABLE>





                                       11
<PAGE>



<TABLE>
<CAPTION>

                                                                                            Schedule I

                                        ALLTEL CORPORATION THRIFT PLAN

                           Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                                              As of December 31, 1999


Identity of Issuer, Borrower,                       Number of
   Lessor or  Similar Party                        Units/Shares     Historical Cost         Fair Value
-------------------------------                    ------------     ---------------         ----------
<S>                                                   <C>              <C>                <C>
Mutual Investment Funds Managed by
    BZW Barclays Global Investors, N.A.:
       International Equity Index Fund                  705,117        $ 10,658,516       $ 13,600,290
       S&P 500 Equity Index Fund                      2,098,011          31,864,808         49,517,254
       1-3 Year Government Bond Index Fund               39,114             393,014            393,570
       U.S. Debt Index Fund                             927,872          12,203,807         12,953,092
       LifePath 2000 Fund                               182,753           2,320,791          2,456,194
       LifePath 2010 Fund                               354,014           4,546,155          5,541,729
       LifePath 2020 Fund                             1,178,885          13,735,562         20,913,417
       LifePath 2030 Fund                               363,476           5,338,815          7,019,440
       LifePath 2040 Fund                               456,943           7,102,277          9,660,698
                                                                       ------------       ------------
                                                                         88,163,745        122,055,684
                                                                       ------------       ------------
Mutual Investment Funds Managed by
    Fidelity Investments:

       Equity-Income Fund                             1,310,017          63,858,578         70,059,718
       Magellan Fund                                  1,140,666         115,160,449        155,849,255
                                                                       ------------       ------------
                                                                        179,019,027        225,908,973
                                                                       ------------       ------------
         Total Mutual Investment Funds                                  267,182,772        347,964,657
                                                                       ------------       ------------

Money Market Investment Funds:
    BZW Barclays Global Investors, N.A.
       Money Market Fund                             56,524,433          56,524,433         56,524,433
*   Chase Manhattan Bank Cash Investment
       Money Market Fund                              1,961,069           1,961,069          1,961,069
                                                                       ------------       ------------
         Total Money Market Funds                                        58,485,502         58,485,502
                                                                       ------------       ------------

Other Investments:
*   ALLTEL Corporation Common Stock                   1,407,365          72,709,921        116,371,493
*   Participant Loans with interest rates
        ranging from 6.00 percent to 10.75 percent            -          10,060,181         10,060,181
                                                                       ------------       ------------

         Total Investments                                             $408,438,376       $532,881,833
                                                                       ============       ============
</TABLE>


*  Indicates a party-in-interest.


          The accompanying notes are an integral part of this schedule.


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