|UNITED STATES                                                                                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECURITIES AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                                                                      
|Washington, D. C.   20549                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                        
|FORM 10-K/A                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                        
|AMENDMENT NO. 1 TO
ANNUAL REPORT FILED 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
incorporation or organization)                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                        
|One Allied Drive, Little Rock, Arkansas                                                                                             
72202                                                                                                                                                                                                              
|(Address of principal executive offices)                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                        
|Registrant's telephone number, including area code(501) 905-8000                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|Securities registered pursuant to Section
    12 (b) of the Act:                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|Title of each class                                                                                                                                                                                                                                                                                                                                     
|Common Stock                                                                                                                                                                                                                                                                                                                                            
|$2.06 No Par Cumulative Convertible                                                                                                                                                                                                                                                                                                                     
|Preferred Stock                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                        
|Securities registered pursuant to
    Section 12(g) of the Act:                                                                                                                                                                                                                                                                                         
|NONE                                                                                                                                                                                                                                                                                                                                                    
|(Title of Class)                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|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  XNO                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  (X)              
|                                                                                                                                                                                                                                                                                                                                                        
|Aggregate market value of voting stock held by non-affiliates as of
February
25,
2002
-  $17,507,298,406                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                        
|Common shares
outstanding, February 25, 2002 -   310,854,020                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                        
|DOCUMENTS INCORPORATED BY REFERENCE                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                        
|Document                                                                                                                                                                                                                                                                                                                                                
|Proxy statement for the 2002 Annual Meeting of stockholders                                                                                                                                                                                                                                                                                             
|The Exhibit Index is located on page 2 of
this amendment.                                                                                                                                                                                                                                                                                               

> SIGNATURE
>     The
>     undersigned registrant hereby amends the following items, financial
>     statements, exhibits or other portions of its 2001 Annual Report on Form
>     10-K as set forth in the pages attached hereto;
>     (list
>     all such items, financial statements, exhibits
>     or
>     other portions amended)
>     Item 14Exhibits, Financial Statement Schedules and Reports on Form 8-K.
>     
>     Pursuant to the requirements of the
>     Securities Exchange Act of 1934, the registrant has duly caused this
>     amendment to be signed on its behalf by the undersigned, thereunto duly
>     authorized.
>     
> ALLTEL CORPORATION(Registrant)
> 
> 
>     
> By: /s/ Jeffery R. GardnerJeffery R. Gardner               
>                    
>    Senior Vice President - Chief Financial Officer                  
> (Principal Financial Officer)                                 
> April 25, 2002

ALLTEL
Corporation

Securities
and Exchange Commission

Form
10-K, Part IV



> Item 14. Exhibits, Financial
>   Statement Schedules and Reports on Form 8-K:
>   3. Exhibits:
>     See "Exhibit Index"
>       located on page 2 of this amendment.













































































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EXHIBIT INDEX

|Number
          and Name | 
|------------------------- | 

|(23)(a) | Consent of Arthur Andersen
          LLP (filed herewith).                                                                                                                                                
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(99)(a) | Form
          11-K information for the ALLTEL Corporation 401(k) Plan
          as
          of December 31, 2001 and 2000 and for the year ended
          December
          31, 2001 (filed herewith).
|        |                                                                                                                                                                                                           
|(99)(b) | Letter
          to the Securities and Exchange Commission regarding
          confirmation
          of Arthur Andersen LLP representations (filed herewith).                                            



> 

2