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

                                    FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
         For the fiscal year ended December 31, 1997
                                       or
(  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
         For the transition period from________to________

                          Commission file number 1-4996

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                   Name of each exchange on which registered
Common Stock                                     New York and Pacific
$2.06 No Par Cumulative Convertible
  Preferred Stock                                New York and Pacific

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  X    NO    

    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
January 31, 1998 -        $7,863,187,862               

    Common shares outstanding, January 31, 1998 -      183,934,219        

                       DOCUMENTS INCORPORATED BY REFERENCE
Document                                                    Incorporated Into
Portions of the annual report to stockholders
  for the year ended December 31, 1997                      Parts I, II and IV
Proxy statement for the 1998 Annual Meeting
  of stockholders                                           Part III
The Exhibit Index is located on pages 23 to 27.

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1.  Business
                                   THE COMPANY

GENERAL

ALLTEL Corporation ("ALLTEL" or the "Company") is a customer-focused
information technology company that provides wireline and wireless
communications and information services.  The Company owns subsidiaries that
provide wireline local, long-distance, network access and internet services,
wireless communications, wide-area paging service and information processing
management services and advanced applications software.  Telecommunications
products are warehoused and sold by the Company's distribution subsidiary.  A
subsidiary also publishes telephone directories for affiliates and other
independent telephone companies.

FORWARD LOOKING STATEMENTS

This Form 10-K and future filings by the Company on 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 SFAS 71 to the Company's wireline subsidiaries; continuing
consolidation in certain industries, such as banking, served by the Company's
information services business; and the risks associated with relatively large,
multi-year contracts in the Company's information services business.  In
addition to these factors, actual future performance, outcomes and results may
differ materially because of other, more general, factors including (without
limitation) general industry and market conditions and growth rates, domestic
and international economic conditions, governmental and public policy changes
and the continued availability of financing in the amounts, at the terms and
on the conditions necessary to support the Company's future business.


                                        1

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1.  Business
                             THE COMPANY (continued)

ACQUISITIONS

In October 1997, the Company acquired Georgia Telephone Corporation, which
served more than 6,700 customer lines in southwest Georgia.  The customer lines
acquired are in areas adjacent to the Company's wireline exchanges in Georgia
and are located within the Company's current wireless service area.

During 1997, ALLTEL Mobile Communications, Inc. ("ALLTEL Mobile") increased its
ownership to 100 percent in two Alabama Rural Service Areas ("RSAs"),
representing approximately 260,000 cellular "pops" or potential customers.  In
addition, ALLTEL Mobile increased its ownership interest to 100 percent in the
Savannah, Georgia MSA, representing approximately 280,000 cellular "pops".

In 1996, ALLTEL Mobile increased its ownership interest in one North Carolina
RSA and purchased an interest in one Florida RSA.

During 1995, ALLTEL Mobile entered into a joint venture with BellSouth
Mobility, Inc. involving cellular properties in five states.  As a result of
this joint venture, ALLTEL Mobile owns a 53.5 percent interest in the Columbia
and Florence, South Carolina market, an 11.1 percent interest in the
Greensboro, North Carolina Metropolitan Statistical Area ("MSA"), an
11.1 percent interest in a North Carolina RSA, and no longer owns a majority
interest in the Jackson, Mississippi market.  In addition during 1995, ALLTEL
Mobile completed an exchange of certain assets in a West Virginia RSA and an
Oklahoma RSA for certain assets in a Georgia RSA and a North Carolina RSA owned
by United States Cellular Corp. ("U.S. Cellular").  The acquired properties are
contiguous to ALLTEL Mobile's Albany, Georgia and Charlotte, North Carolina
markets.  In January 1995, ALLTEL Mobile purchased U.S. Cellular's 20 percent
interest in the Fort Smith, Arkansas MSA, thereby increasing ALLTEL Mobile's
ownership interest in the Fort Smith MSA to 100 percent.

In May 1995, ALLTEL Information Services, Inc. ("ALLTEL Information Services")
acquired Vertex Business Systems, Inc. ("Vertex"), a provider of international
banking software products and services.  Vertex, headquartered in New York, has
clients located in Europe, Asia and the United States.

In November 1994, the Company completed its acquisition of Medical Data
Technology, Inc. ("MDT").  MDT provided information processing services to 14
hospitals in the northeastern United States.  In October 1993, the Company
completed its acquisition of TDS Healthcare Systems Corporation ("TDS").  TDS
provided comprehensive patient care and healthcare enterprise information
systems to more than 200 hospitals in the United States, Canada and Europe.  As
further discussed below, the Company sold its healthcare information services
business in January 1997.

Effective November 1, 1993, the Company and GTE Corporation ("GTE") completed
an exchange of telephone service areas in several states.  ALLTEL exchanged
approximately 95,000 access lines in Illinois, Indiana and Michigan and
$443 million in cash for substantially all of the assets of the telephone
operations of GTE in the State of Georgia, which served approximately 320,000
access lines.


                                       2

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                             THE COMPANY (continued)

ACQUISITIONS (continued)

In October 1993, ALLTEL Publishing Corporation ("ALLTEL Publishing") completed
its purchase of GTE Directories Service Corporation's ("GTE Directories")
independent publishing business, which included contracts with more than 125
independent telephone companies across the country.

During 1993, ALLTEL Mobile acquired a 100 percent interest in one Georgia RSA
which had a population of approximately 145,000.  In addition, ALLTEL Mobile
acquired interests in two other Georgia RSAs and increased its ownership in
one Texas RSA and one Mississippi RSA.  In January 1993, ALLTEL Mobile acquired
an additional 20 percent interest in the Ft. Smith, Arkansas MSA.  This
transaction increased ALLTEL Mobile's interest in the Ft. Smith MSA to
80 percent.

DISPOSITIONS

In May 1997, the Company sold its wire and cable subsidiary, HWC Distribution
Corp. ("HWC") to Code, Hennessy & Simmons, Inc., an investment firm, for
approximately $45 million in cash.  HWC was one of two companies that comprised
ALLTEL's product distribution operations.

In January 1997, the Company sold the healthcare portion of its information
services business to Integrated Healthcare Solutions, Inc. for approximately
$154 million consisting of cash and a continuing preferred stock interest.  The
preferred stock is convertible into common stock representing a 15 percent
interest in a new privately held company, Ecilpsys Corporation.

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

In 1995, as part of its agreement to sell certain telephone properties, the
Company also completed the sale of certain of its cable television properties
to Citizens.  These cable television properties served approximately 6,800
customers in Arizona, California, New Mexico and Utah.  The Company also
completed in 1995 the sale of its cable television properties in Texas which
served approximately 7,200 customers.  Upon completion of these property sales,
the Company provides cable television service to approximately 3,600 customers,
primarily to residents of Bolivar and Stockton, Missouri.  These remaining cable
television properties are not significant to the ongoing operations of the
Company.

In 1995, ALLTEL Information Services sold all of the assets related to its
check processing operations, including substantially all of the customer
contracts.


                                        3

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business

                             THE COMPANY (continued)

MANAGEMENT

The Company's staff at its headquarters and regional offices supervise,
coordinate and assist subsidiaries in management activities, investor
relations, acquisitions, corporate planning, insurance, and technical research.
They also coordinate the financing program for the entire corporation.

EMPLOYEES

At December 31, 1997, the Company had 16,393 employees.  Some of the employees
of the Company's wireline subsidiaries are part of collective bargaining units.
The Company maintains good relations with all employee groups.

INDUSTRY SEGMENTS

Financial information about industry segments is included in the Company's
1997 Annual Report to Stockholders, which is incorporated herein by reference.


                             COMMUNICATIONS SERVICES

During the past three years, the Company has undertaken several strategic
initiatives designed to strengthen its communications business and to focus its
operations geographically in markets located in the southeastern portion of the
United States and the Great Lakes.  Included in these initiatives were the
disposal of smaller wireline operations completed in 1995 and 1996, expansion
of the Company's service offerings to include long-distance and internet
services begun in 1996, the acquisition of Personal Communications Services
("PCS") licensing rights in 1997, and the convergence of the Company's wireline
and wireless businesses also completed in 1997.  With convergence, the Company
combined its wireline and wireless businesses into a single operation capable
of delivering to customers one-stop shopping for a full range of communications
products and services including local wireline, long-distance, wireless, paging
and internet services.  Additionally, the Company has added wireline products
to its wireless retail stores and has combined its wireline and wireless call
centers to better serve customers.

ALLTEL participated in the Federal Communications Commission's ("FCC") "D" and
"E" band PCS auctions, and in January 1997, the Company was awarded the PCS
licensing rights for 73 markets in 12 states.  The PCS licenses acquired are in
markets which overlap the Company's existing wireline and wireless service
areas.  In fact, the PCS licenses acquired increase the overlap of the
Company's system-wide wireline and wireless service areas within its southern
markets to 97 percent.  In addition, the PCS licenses acquired increase the
size of the Company's potential wireless customer base to 34 million.  The
Company expects to begin offering PCS in select markets during 1998.

In 1997, ALLTEL also constructed network facilities to provide communications
services in select areas within its geographically focused markets that are
located outside its traditional franchised service areas.  To date, these local
competitive access service offerings have been marketed to business customers.
In 1998, the Company will expand its offering of these services to include
residential customers.


                                       4

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                               Form 10-K, Part I

Item 1. Business
                              WIRELINE OPERATIONS

LOCAL SERVICE

General

The Company's wireline subsidiaries provide local service to more than
1,789,000 customer lines through 576 exchanges in 14 states.  The wireline
subsidiaries also offer facilities for private line, data transmission and
other communications services.

Regulation

Historically, the Company's wireline subsidiaries have provided local telephone
service under franchises granted by state regulatory commissions and have been
subject to regulation by those regulatory commissions.  These regulatory
commissions have had primary jurisdiction over various matters including local
and intrastate toll rates, quality of service, the issuance of securities,
depreciation rates, the disposition of public utility property, the issuance
of debt, and the accounting systems used by those subsidiaries.  The FCC has
historically had primary jurisdiction over the interstate toll and access rates
of these companies and issues related to interstate telephone service.

The Telecommunications Act of 1996 (the "96 Act"), which became effective on
February 8, 1996, has substantially modified certain aspects of the states'
and the FCC's jurisdictions in the regulation of local exchange telephone
companies.  The 96 Act prohibits state legislative or regulatory restrictions
or barriers to entry regarding the provision of local telephone service.  The
96 Act also requires incumbent local exchange carriers to interconnect with the
networks of other telecommunications carriers, unbundle services into network
elements, offer their telecommunications services at wholesale rates to allow
resale of those services, and allow other telecommunications carriers to locate
their equipment on the premises of the incumbent local exchange carriers.  The
96 Act requires all local exchange telephone companies to compensate one
another for the transport and termination of calls on one anothers' networks.

The Company's wireline subsidiaries are rural telephone companies and are
exempt from certain of the foregoing obligations unless, in response to a bona
fide request, a state regulatory commission removes that exemption.  The 96 Act
requires the FCC to develop rules necessary to implement certain aspects of the
96 Act, and to revise the current Universal Service Fund in response to the
recommendations of a federal-state joint board.

In August 1996, the FCC issued regulations implementing the local competition
provisions of the 96 Act.  These regulations established pricing rules for
state regulatory commissions to follow with respect to entry by competing
carriers into the local, intrastate markets of incumbent local exchange
carriers ("ILECs"), and addressed interconnection, unbundled network elements
and resale rates.  The FCC's authority to adopt such pricing rules, including
permitting new entrants to "pick and choose" among the terms and conditions of
approved interconnection agreements, was challenged in federal court by various
ILECs and state regulatory commissions.  On July 18, 1997, the U.S. Eighth
Circuit Court of Appeals (the "Eighth Circuit Court") issued its decision and
vacated the FCC's pricing rules including the "pick and choose" provisions,
finding, among other matters, that the FCC had exceeded its jurisdiction in
establishing pricing rules for intrastate communication services.  In
responding to petitions for rehearing of its earlier decision, the Eighth
Circuit Court ruled on October 14, 1997, that ILECs are not required by the 96
Act to recombine network elements


                                        5

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                         WIRELINE OPERATIONS (continued)

LOCAL SERVICE (continued)

Regulation (continued)

that are purchased by requesting carriers on an unbundled basis.  The FCC asked
the U.S. Supreme Court to review two interconnection decisions of the Eighth
Circuit Court.  On January 26, 1998, the U.S. Supreme Court announced that it
will review these two decisions later in 1998.

On May 7, 1997, the FCC issued regulations relating to access charge reform and
universal service.  The access charge reform regulations are discussed on page
7 within the section entitled "Network Access Services-Regulation".  Based upon
ALLTEL's review of the FCC's regulations concerning the universal service
subsidy, it is unlikely that material changes in the universal service funding
for the Company's wireline subsidiaries will occur prior to 2001.  In 2001, the
universal service subsidy is scheduled to change from being based on actual
costs to being based on a proxy model.  Since the FCC has not yet defined the
structure or content of any proxy model, the impact of this change, if any, in
the universal service funding for the Company's wireline subsidiaries cannot
be determined at this time.  The Company's wireline subsidiaries received
approximately $48 million from the current federal universal service fund in
1997.  The impact of the FCC's universal service order on ALLTEL's other
telecommunications operations is still being evaluated. Petitions for
reconsideration of various aspects of both the universal service and access
charge reform orders are pending at the FCC.  In addition, petitions to review
these orders have also been filed with various federal courts of appeal.

Because resolution of the regulatory matters discussed above that are
currently under FCC and/or judicial review is uncertain and regulations to
implement other provisions of the 96 Act have yet to be issued, the Company
cannot predict at this time the specific effects that the 96 Act will have on
its wireline subsidiaries.

Periodically, the Company's wireline subsidiaries receive requests from
wireless communications providers for renegotiation of existing transport and
termination agreements.  The Company's wireline subsidiaries, as requested,
renegotiate the appropriate terms and conditions in compliance with the 96 Act.
The Company's wireline subsidiaries also receive requests for transport and
termination services from competitive local exchange carriers ("CLECs");
however, none of these requests have related to direct competition with the
Company's wireline subsidiaries.

On December 24, 1996, the FCC issued its order implementing the accounting
safeguards requirements of the 96 Act.  These safeguards are designed to ensure
that subscribers of regulated non-competitive telecommunications services do
not subsidize incumbent local exchange carriers' provision of competitive
services.  As part of this order, the FCC adopted certain modifications to its
affiliated transactions rules to provide greater protection against such
subsidization.  These rules did not have a material impact on the operations of
the Company's wireline subsidiaries in 1997.

ALLTEL Oklahoma, Inc. applied for and was granted an across-the-board $2.00
local rate increase in 1997; otherwise, there were no local rate increases
requested by any of the Company's wireline subsidiaries in 1997, nor are there
any rate requests currently pending before regulatory commissions.  During
1997, wireline operations were affected by certain regulatory commission orders
designed to reduce earnings levels. These orders did not materially affect the
results of operations of the Company's wireline subsidiaries.


                                        6

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                         WIRELINE OPERATIONS (continued)

LOCAL SERVICE (continued)

Regulation (continued)

Certain states in which the Company's wireline subsidiaries operate have
adopted alternatives to rate-of-return regulation, either through legislative
or regulatory commission actions.  On February 4, 1997, Arkansas enacted the
Telecommunications Regulatory Reform Act of 1997, that, among other matters,
authorizes telecommunications carriers in Arkansas to elect to be regulated
under forms of regulation that substantially reduce regulatory oversight,
establishes a universal service fund to compensate incumbent local exchange
carriers for, among other matters, reductions in federal universal service
support funds, and allows the local exchange company pricing flexibility.  The
Company has elected to be regulated under alternative regulation in Arkansas
for its subsidiary, ALLTEL Arkansas, Inc.  The Company has also elected
alternative regulation for its Georgia subsidiaries, Sugar Land Telephone
Company in Texas, ALLTEL Alabama, Inc., and has an Alternative Regulation
application pending in North Carolina.  In March 1997, the Alternative
Regulation Plan in place for the Western Reserve Telephone Company expired.  As
a result, the Western Reserve Telephone Company reverted to rate base rate-of-
return regulation.  The Company continues to evaluate alternative regulation
for its other wireline subsidiaries.

The Company's competitive local exchange subsidiary, ALLTEL Communications,
Inc., ("ALLTEL Communications") has received approval to provide local exchange
service in the states of Arkansas, Florida and North Carolina.  ALLTEL
Communications has negotiated interconnection agreements with the appropriate
incumbent local exchange carriers in each of these states, and is installing
state-of-the-art networks that will enable it to provide services on both a
facilities-based and resale basis.  The Company anticipates filing applications
to provide service in other states in the near future.  ALLTEL Communications
will provide local services in combination with other services provided by
subsidiaries of the Company, including long-distance, wireless and internet
services.

Competition

Historically, the Company's wireline subsidiaries have not experienced
significant competition in the service areas allocated to them by the state
regulatory commissions.  As a result of the passage of the 96 Act, the
Company's local wireline subsidiaries may experience increased competition
from various sources, including, but not limited to, resellers of their local
exchange services, large end users installing their own networks, interexchange
carriers, satellite transmission services, cellular communications providers,
cable television companies, radio-based personal communications companies,
competitive access providers and other systems capable of completely or
partially bypassing the local telephone facilities.  The Company cannot predict
the specific effects of competition on its local telephone business, but is
intent on taking advantage of the various opportunities that competition should
provide.  The Company is currently addressing potential competition by focusing
on improved customer satisfaction, reducing its costs, increasing efficiency,
restructuring rates, offering new products, and examining new markets for
entry.  To date, there has been no measurable effect on the Company's wireline
subsidiaries due to competition.


                                        7

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                         WIRELINE OPERATIONS (continued)

LONG-DISTANCE SERVICES

General

The Company began offering long-distance telecommunications services during
1996.  Long-distance services are provided on a resale basis by the Company's
subsidiary, ALLTEL Communications.  ALLTEL Communications provides long-
distance service in all of the states in which the Company provides local
exchange service.  In addition, ALLTEL Communications offers its services
outside of the Company's franchised, local exchange service areas.  As of
December 31, 1997, ALLTEL Communications had more than 281,000 customers.

Regulation

As a long-distance reseller, ALLTEL Communications' intrastate business is
subject to limited regulation by state regulatory commissions and its
interstate business is subject to regulation by the FCC.  State regulatory
commissions currently require long-distance resellers to obtain a certificate
of operating authority and the majority also require long-distance resellers to
file tariffs.  The FCC issued an order which eliminated tariffing requirements.
The FCC and most state regulatory commissions also require such companies to
meet certain minimum service standards.

Competition

The long-distance marketplace is extremely competitive and continues to receive
relaxed regulation from both the FCC and state regulatory commissions.  To meet
the competitive demands of the long-distance industry, ALLTEL Communications
has created several business and residential service offerings necessary to
attract potential customers, such as volume price discounts, calling cards and
simplified one rate plans, to set itself apart from other competitors within
the long-distance marketplace.

NETWORK ACCESS SERVICES

Long-distance companies pay access charges to the Company's wireline
subsidiaries for the use of their local networks to originate and terminate
their customers' long-distance calls.

Regulation

Access charges concerning interstate services are regulated by the FCC.  As
previously discussed, on May 7, 1997, the FCC issued regulations relating to
access charge reform.  The access charge reform regulations are applicable
mainly to price cap regulated local exchange companies.  Since ALLTEL's
wireline subsidiaries are not price cap regulated companies, the access charge
regulations, with few exceptions, are not applicable to them.  The FCC has
indicated that a further notice of proposed rulemaking will be issued during
1998 to address access charge reform for rate-of-return companies.  As
previously noted, petitions for reconsideration of certain aspects of the
access charge reform order are pending at the FCC.  In addition, petitions to
review parts of this order have also been filed with various federal courts of
appeal.


                                        8

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                         WIRELINE OPERATIONS (continued)

NETWORK ACCESS SERVICES (continued)

Regulation (continued)

The Company's wireline subsidiaries have elected to remain under rate base
rate-of-return regulation with respect to interstate services.  For companies
remaining under rate-of-return regulation, the FCC authorizes a rate-of-return
that telephone companies may earn on interstate services they provide.  During
1997, the FCC did not represcribe the rate-of-return, which is currently
11.25 percent.  The Company's wireline subsidiaries currently receive
compensation from long-distance companies for intrastate, intraLATA services
through access charges or toll settlements that are subject to state regulatory
commission approval.

Billing and collection

Interstate billing and collection services were previously detariffed as
ordered by the FCC.  The Company's wireline subsidiaries continue to provide
interstate billing and collection services for interexchange carriers through
various agreements and also provide intrastate billing and collection services
under state tariff arrangements or under contract where these services are
detariffed.

Competition

One potential consequence of competition is the bypass of the Company's
wireline subsidiaries' facilities by local networks constructed by new
providers of local exchange telephone services.  To date, there has been no
significant measurable effect on the Company's wireline subsidiaries due to
competition.

                              WIRELESS OPERATIONS

GENERAL

ALLTEL Mobile provides wireless telephone service to a wide array of customers
in various markets throughout the United States, primarily located in the
southeastern part of the United States.  As wireless telephones have become
increasingly popular across broader segments of the population, ALLTEL Mobile
has, in addition to its traditional sales offices, opened retail outlets and
located retail centers in high traffic department stores, where customers can
purchase equipment and subscribe to ALLTEL Mobile services.

One measure of a wireless telephone market's potential is the market's
population times the percent of a company's ownership interest of the wireless
operation in that market ("pops").  ALLTEL Mobile owns a majority interest in
wireless operations in 13 MSAs and a minority interest in 14 other MSAs, which
total 5.2 million MSA wireless pops.  ALLTEL Mobile also owns a majority
interest in wireless operations in 43 RSAs and a minority interest in 33 other
RSAs, which total 3.7 million wireless pops.  ALLTEL Mobile operates systems in
Montgomery, Alabama; Ft. Smith, Arkansas; Fayetteville, Arkansas; Little Rock,
Arkansas; Ocala/Gainesville, Florida; Albany, Georgia; Aiken, South
Carolina/Augusta, Georgia; Savannah, Georgia; Springfield, Missouri; Charlotte,
North Carolina; Columbia, South Carolina and Florence, South Carolina.


                                        9

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                         WIRELESS OPERATIONS (continued)

GENERAL (continued)

ALLTEL Mobile's subscriber fees are based upon the prevailing market and
competitive conditions which exist in each service area operated.  During 1997,
in response to increased current and expected future competition, the Company
increased its offering of monthly service plans, which have lower base access
rates and include more packaged airtime minutes.  As a result of this action
and continued penetration into lower-usage market segments, monthly revenue per
customer decreased to $52 for 1997, as compared to $59 for 1996.  At
December 31, 1997, ALLTEL Mobile provided service to more than 941,000
customers, which, based on its 8.9 million total pops, represented a market
penetration rate of 10.6 percent.  For the year ended December 31, 1997, ALLTEL
Mobile's churn rate averaged 2.3 percent in its wireless service areas, which
is comparable to the industry average.

COMPETITION

Wireless carriers today face competition from a second carrier licensed to
provide wireless telephone services in the same geographic area, from wireless
resellers who buy bulk wireless services from one of the two licensees and
resell it to their customers, and from providers of PCS and other enhanced
mobile services.  During 1997, several PCS providers began operations in ALLTEL
Mobile's markets.  The Company expects more PCS providers to begin operations
in its markets during 1998.  The Company is addressing competition by focusing
on improved customer satisfaction, restructuring rates, increasing network
capacity, expanding local calling areas, and offering new products and
services.

The 96 Act provides wireless carriers numerous opportunities to emerge as full
competitors to traditional telephone companies, including the opportunity to
provide local telephone services and to be compensated by other
telecommunications carriers for calls terminated on the wireless carriers'
networks.  Wireless carriers are not subject to the enhanced interconnection,
resale, unbundling and other obligations that the 96 Act imposed on the local
exchange companies.  The FCC has found that wireless carriers should not be
classified as local exchange carriers unless the FCC makes a finding that such
treatment is warranted.  The 96 Act limits the imposition on wireless carriers
of equal access requirements without a detailed FCC rulemaking.  The 1993
Omnibus Budget Reconciliation Act preempted most state regulation of wireless
carriers, therefore, wireless carriers' services are likely to continue to be
minimally regulated for the foreseeable future.

PAGING

ALLTEL Mobile also operates wide-area computer-driven paging networks as a
complementary service to its wireless service in Arkansas and Florida.  At
December 31, 1997, ALLTEL Mobile provided paging service to more than 32,000
customers, which, based on the total pops in its service areas of 2.0 million,
represented a market penetration rate of 1.6 percent.  For the year ended
December 31, 1997, revenues per subscriber averaged $10 per month, and ALLTEL
Mobile's churn rate averaged 2.6 percent in its paging service areas.  The
Company also resells paging services in other ALLTEL Mobile wireless service
areas.


                                       10

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                              INFORMATION SERVICES
GENERAL

ALLTEL Information Services provides a wide range of information processing
services primarily to the financial services and telecommunications industries
through information processing centers that it staffs, equips and operates.
Information processing contracts are generally for a multi-year period.
ALLTEL Information Services also develops and markets software worldwide to
financial services and telecommunications companies operating their own
information processing departments.  The principal operating units of the
Company's information services business consist of the Financial Services
Division and the Telecommunications Division.

The Financial Services Division markets software and services that have been
developed and improved continuously over the last three decades and are
designed to fulfill substantially all of the retail and wholesale information
processing and management information requirements of financial institutions.
In addition, the Financial Services Division also provides data processing and
related computer software and systems to financial institutions originating
and/or servicing single family mortgage loans.  This division's software
products and processing services, combined with its team of consultants, are
intended to offer a cost-effective alternative to the extensive technical
support staff and the enlarged group of mortgage bankers which would otherwise
have to be assembled in-house by each customer.  The Financial Services
Division's on-line systems automate processing functions required in the
origination of mortgage loans, the management of such loans while in inventory
before they are sold in the secondary market, and their subsequent servicing.

The Telecommunications Division is primarily engaged in the development and
marketing of billing services and customer care software, including its
state-of-the-art Virtuoso II billing and customer care product, to local
telephone, wireless and PCS companies.  In addition, the Telecommunications
Division provides data processing and outsourcing services to both wireline
and wireless telecommunications service providers.

CUSTOMERS

The Financial Services Division's primary markets for its financial products
and services are the nation's commercial banks and savings institutions and
financial institutions throughout the world.  Financial software and services
are also marketed to credit unions and to financial institutions originating or
servicing single family mortgage loans.  These financial institutions, which
include many of the largest servicers of residential mortgages, are located
throughout the United States.  In total, more than 18 million mortgage loans
representing over $1.6 trillion are processed using the Financial Services
Division's software.

The Telecommunications Division's primary markets for its telecommunications
products and services consist of the top 40 telephone companies and the top 50
cellular companies in the United States, and certain PCS companies in the
United States, and approximately 100 international telecommunications
companies.  The roll out of the wireless companies that will operate within
the PCS spectrum bandwidths in the United States has significantly increased
the potential customer base of the Telecommunications Division.


                                       11

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                        INFORMATION SERVICES (continued)

COMPETITION

The Financial Services Division's competition primarily comes from "in-house"
bank information processing departments and other companies engaged in active
competition for financial institution outsourcing contracts.  Numerous large
financial institutions provide information processing for smaller institutions
in their respective geographic areas, along with other companies that perform
such services for small institutions.  The Telecommunications Division also
faces strong competition from internal information technology departments.  In
addition, there are also other information services' companies that provide
information processing and management services to the telecommunications
industry.

ALLTEL Information Services competes in each of its markets by providing a high
level of service and support.  ALLTEL Information Services substantially relies
upon and vigorously enforces contract and trade secret laws and internal
non-disclosure safeguards to protect the proprietary nature of its computer
software and service methodologies.

REGULATION AND EXAMINATION

The Financial Services Division is regulated by the federal agencies that have
supervisory authority over banking, thrift, and credit union operations.  The
Financial Services Division is also classified as one of 12 national vendors
that, as a result of their market share, process a significant portion of the
financial industry's assets.  These industry leaders are also examined by the
federal Financial Institutions Examination Council on an ongoing basis.  ALLTEL
Information Services' management practices, policies, procedures, standards,
and overall financial condition are components of these reviews.

In addition to these corporate examinations, individual processing sites are
subject to examination, as if they were departments of their respective
clients, by federal and state regulators, as well as the clients' internal
audit departments and their independent auditing firms.  The same standards of
performance are applied to those information processing centers as are applied
to the client financial institutions.  Reports of the individual data center
performance are furnished to the Board of Directors of ALLTEL Information
Services and to the Board of Directors of the examined client.  The supervisory
agencies include applicable state banking departments, the Federal Deposit
Insurance Corporation, the Office of Thrift Supervision, the Office of the
Comptroller of the Currency, the Board of Governors of the Federal Reserve
System, and the National Credit Union Administration.  ALLTEL Information
Services' processing contracts include a commitment to install all necessary
changes in its computer software that are required by changes in regulations.

The Company operates transmitters at the network's information processing
facility hub and operates very small aperture technology ("VSAT") earth
stations at numerous customer locations.  Prior to initiation, construction or
operation of the transmitters used in a VSAT satellite network, operators of
these transmitters are required by the Communications Act of 1934 to be
authorized by the FCC.  The FCC grants licenses to VSAT operators for a
predetermined number of earth stations that may be placed at unspecified
locations in the United States.  The Company holds five VSAT licenses to
operate its domestic earth station satellite network, consisting of one 8.1m
license for its VSAT hub located in Jacksonville, Florida and four other VSAT
licenses ranging from 1.0m to 2.4m.  Three of the VSAT licenses, including the
8.1m license, were renewed during 1997 and will expire in 2007, while the
remaining two VSAT licenses will expire in 2003.


                                       12

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                        INFORMATION SERVICES (continued)

PRODUCT DEVELOPMENT AND SUPPORT

In the past five years, ALLTEL Information Services has spent approximately
$503 million ($114 million in 1997) on mainframe and client/server software
design and development.  ALLTEL Information Services is also developing
products that are utilized in a UNIX based environment, including the
Telecommunications Division's Virtuoso II billing and customer care product,
which became operational in 1996.  Changes in regulatory requirements of both
state and federal authorities, increasing competition, and the development of
new products and markets create the need to continually update or modify
existing software and systems offered to customers.  ALLTEL Information
Services intends to continue to maintain, improve, and expand the functions and
capabilities of its software products over the next several years.

                         PRODUCT DISTRIBUTION OPERATIONS

GENERAL

ALLTEL Supply, Inc. ("ALLTEL Supply"), with 8 warehouses and 24 counter-sales
showrooms across the United States, is a major distributor of
telecommunications equipment and materials.  It supplies equipment to
affiliated and non-affiliated telephone companies, business systems suppliers,
railroads, governments, and retail and industrial companies.  As previously
noted, in May 1997, the Company sold its wire and cable subsidiary, HWC.

COMPETITION

ALLTEL Supply experiences substantial competition throughout its sales
territories from other distribution companies and from direct sales by
manufacturers.  Competition is based primarily on quality, product
availability, service, price, and technical assistance.  Since the products
distributed by ALLTEL Supply are also offered by other competitors, ALLTEL
Supply differentiates itself from competitors by providing value-added services
such as offering expert technical assistance, maintaining extensive inventories
in strategically located warehouses and counter-sales showrooms to facilitate
single supplier sourcing and "just-in-time" delivery, maintaining a full range
of alternative product lines, and by providing staging, assembly and other
services.  The Company is continually evaluating and implementing policies and
strategies which will meet customer expectations and position ALLTEL Supply in
the market as a quality customer-focused distributor.

PRODUCTS

ALLTEL Supply offers more than 50,000 products for sale.  Of these, ALLTEL
Supply inventories single and multi-line telephone sets, local area networks
("LANs"), switching equipment modules, interior cable, pole line hardware, and
various other telecommunications supply items.  ALLTEL Supply has not
encountered any material shortages or delays in delivery of products from their
suppliers.


                                       13

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 1. Business
                              DIRECTORY PUBLISHING

ALLTEL Publishing coordinates advertising, sales, printing, and distribution
for 317 telephone directories in 36 states.  Under terms of an agreement with
GTE Directories, ALLTEL Publishing provides all directory publishing services
including contract management, production and marketing.  As subcontractor, GTE
Directories provides directory sales and printing services through a separate
contract with ALLTEL Publishing.

                                   INVESTMENTS

WORLDCOM, INC.

The Company currently owns approximately a 2 percent interest in WorldCom,
Inc., a publicly-held company.  WorldCom, Inc. is a large long-distance company
in the United States and is a full service provider of international
telecommunications and specialized broadcasting services.  During 1997, the
Company sold a portion of its investment in WorldCom, Inc.

APEX GLOBAL INFORMATION SERVICES, INC.

During 1996, the Company made an approximate $5 million investment in Apex
Global Information Services, Inc. ("AGIS"), one of only six global providers
of Internet access services.  During 1997, the Company invested an additional
$10 million in AGIS.  As a result, the Company owns approximately a 12 percent
interest in AGIS.

HORIZON TELECOM, INC.

The Company owns a 19.8 percent interest in Horizon Telecom, Inc., which serves
approximately 27,000 telephone access lines in Ohio.  Frederick G. Griech,
President of ALLTEL Communications Service Corporation's Northeast Region, and
Dennis Mervis, President of ALLTEL Ohio, Inc. and The Western Reserve Telephone
Company, are members of Horizon Telecom, Inc.'s Board of Directors.

HUGHES ISPAT LIMITED

During 1997, the Company made an approximate $21 million investment in Hughes
Ispat Limited ("HIL"), a start-up, limited liability company in India.  HIL has
received a license to provide basic telephone and other enhanced communications
services in the state of Maharashtra, India.  Currently, HIL is constructing
network facilities and expects to begin operations in late 1998.  As a result
of its investment, the Company owns approximately a 13 percent interest in HIL.
Francis X. Frantz, Senior Vice President-External Affairs, General Counsel and
Secretary is a member of HIL's Board of Directors.

OTHER

During 1996, the Company sold all of its remaining shares of stock in Comdial
Corporation, a producer of telephone sets and key systems.  During 1995, the
Company made an approximate $32 million investment in GO Communications
Corporation ("GOCC").  The Company's investment in GOCC was subject to a number
of conditions, including GOCC's ability to secure "C" band licenses in the PCS
auctions conducted by the FCC.  Following GOCC's decision to exit the PCS
auctions, the Company elected to withdraw its investment.


                                       14

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                                Form 10-K, Part I

Item 2. Properties

WIRELINE PROPERTY

The Company's wireline subsidiaries own property in their respective operating
territories which consists primarily of land and buildings, central office
equipment, telephone lines, and related equipment.  The telephone lines include
aerial and underground cable, conduit, poles and wires.  Central office
equipment includes digital switches and peripheral equipment.  The gross
investment by category in wireline property as of December 31, 1997, was as
follows:

                                                                   (Thousands)
                                                                   -----------
Wireline-
  Land, buildings and leasehold improvements                       $  284,907
  Central office equipment                                          1,361,989
  Outside plant                                                     2,126,615
  Furniture, fixtures, vehicles and other                             294,991
                                                                   ----------
    Total                                                          $4,068,502
                                                                   ==========

Certain properties of the Company and its wireline subsidiaries are pledged as
collateral for long-term debt.

OTHER PROPERTY

Other properties of the Company in service consist primarily of property, plant
and equipment used in providing wireless communications services, information
services and product distribution operations.  The total investment by category
for the non-wireline operations of the Company as of December 31, 1997, was
as follows:

                                                                   (Thousands)
                                                                   -----------

Land, buildings and leasehold improvements                         $  237,905
Data processing equipment                                             411,267
Wireless telephone plant and equipment                                503,225
Furniture, fixtures and miscellaneous                                  90,844
                                                                   ----------
Total                                                              $1,243,241
                                                                   ==========

All of the Company's property is considered to be in reasonably sound operating
condition.


                                       15

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                               Form 10-K, Part II

Item 3. Legal Proceedings

        On July 12, 1996, 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, effective July 1, 1996.  As
        further discussed in Management's Discussion and Analysis of Financial
        Condition and Results of Operations (see "Results of Operations by
        Business Segment: Communications-Wireline Operations"), the Company
        appealed the Georgia PSC order and received a favorable decision from
        the Superior Court of Fulton County, Georgia (the "Superior Court").
        The Georgia PSC appealed the Superior Court's decision, and on
        July 3, 1997, the Georgia Court of Appeals reversed the Superior
        Court's decision.  On August 5, 1997, the Company filed with the
        Georgia Supreme Court a petition for writ of certiorari requesting that
        the Georgia Court of Appeals decision be reversed.  On February 5,
        1998, the Georgia Supreme Court announced that it will review the
        Company's petition.  The Company has not implemented any revenue
        reductions or established any reserves for refunds related to this
        matter.

        The Company is not currently involved in any other material pending
        legal proceedings, other than routine litigation incidental to its
        business, and, to the knowledge of the Company's management, no
        material legal proceedings, either private or governmental, are
        contemplated or threatened. 

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

        No matters were submitted to the security holders for a vote during
        the fourth quarter of 1997.

Item 5. Market for the Registrant's Common Equity and Related Stockholder
        Matters

        As of January 31, 1998, the approximate number of stockholders of
        common stock including an estimate for those holding shares in brokers'
        accounts was 91,000.  For additional information pertaining to Markets
        for ALLTEL Corporation's Common Stock and Related Stockholder Matters,
        refer to pages 29, 31, 35, 36 and 41 of ALLTEL's 1997 Annual Report to
        Stockholders, which is incorporated herein by reference.

Item 6. Selected Financial Data

        For information pertaining to Selected Financial Data of ALLTEL
        Corporation, refer to page 26 of ALLTEL's 1997 Annual Report to
        Stockholders, which is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

        For information pertaining to Management's Discussion and Analysis of
        Financial Condition and Results of Operations of ALLTEL Corporation,
        refer to pages 19-24 of ALLTEL's 1997 Annual Report to Stockholders,
        which is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

        The Company is exposed to market risk from changes in marketable equity
        security prices and from changes in interest rates on long-term debt
        obligations that impact the fair value of these obligations, as further
        discussed below.


                                       16

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                               Form 10-K, Part II

Item 7A. Quantitative and Qualitative Disclosures About Market Risk (continued)

        At December 31, 1997, investments of the Company are recorded at fair
        value of $775.6 million.  The fair value of investments is based on
        quoted market prices and the carrying value of investments for which
        there is no quoted market price.  Of the total investments, marketable
        equity securities, consisting principally of the Company's investment
        in WorldCom, Inc. common stock, amounted to $575.5 million and included
        unrealized holding gains of $300.7 million.  The marketable equity
        securities held by the Company have exposure to price risk, which is
        estimated as the potential loss in fair value due to a hypothetical
        10 percent adverse change in quoted market prices, and would amount to
        a decrease in the recorded value of investments of approximately
        $57.6 million.

        The Company has no material future earnings or cash flow exposures from
        changes in interest rates on its long-term debt obligations, as
        substantially all of the Company's long-term debt obligations are
        fixed rate obligations.  At December 31, 1997, the fair value of the
        Company's long-term debt was estimated to be $1.930 billion based on
        the overall weighted rate of the Company's long-term debt of 7.0
        percent and an overall weighted maturity of 12 years compared to terms
        and rates currently available in the long-term financing markets.
        Such fair value exceeded the carrying value of long-term debt by
        approximately $56 million.  Market risk is estimated as the potential
        decrease in fair value of the Company's long-term debt resulting, from
        a hypothetical increase of 70 basis points in interest rates (10
        percent of the Company's overall weighted average borrowing rate).
        Such an increase in interest rates would result in approximately a
        $70 million decrease in the fair value of the Company's long-term debt.

        Although the Company conducts business in foreign countries, the
        international operations are not material to the Company's consolidated
        financial position, results of operations or cash flows.  Additionally,
        foreign currency translation gains and losses were not material to the
        Company's results of operations for the year ended December 31, 1997.
        Accordingly, the Company is not currently subject to material foreign
        currency exchange rate risk from the effects that exchange rate
        movements of foreign currencies would have on the Company's future
        costs or on future cash flows it would receive from its foreign
        subsidiaries.  To date, the Company has not entered into any
        significant foreign currency forward exchange contracts or other
        derivative financial instruments to hedge the effects of adverse
        fluctuations in foreign currency exchange rates.  The Company is
        evaluating the future use of such financial instruments.

Item 8. Financial Statements and Supplementary Data

        For information pertaining to Financial Statements and Supplementary
        Data of ALLTEL Corporation, refer to pages 25 and 27-39 of ALLTEL's
        1997 Annual Report to Stockholders, which is incorporated herein by
        reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

        During the two most recent fiscal years or the subsequent interim
        period up to the date of this Form 10-K, there were no disagreements
        with the Company's independent certified public accountants on any
        matter of accounting principles or practices, financial statement
        disclosures or auditing scope or procedures.  In addition, none of the
        "kinds of events" described in item 304(a)(1)(v)(A), (B), (C) and (D)
        of Regulation S-K have occurred. 


                                       17

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                               Form 10-K, Part III

Item 10. Directors and Executive Officers of the Registrant

         For information pertaining to Directors of ALLTEL Corporation refer to
         "Election of Directors" in ALLTEL's Proxy Statement for its 1998
         Annual Meeting of Stockholders, which is incorporated herein by
         reference.  Executive officers of the Company are as follows:

           Name               Age                 Position
        -----------------     ---     -----------------------------------------
        Joe T. Ford            60     Chairman and Chief Executive Officer

        Scott T. Ford          35     President

        Tom T. Orsini          47     Executive Vice President

        Dennis J. Ferra        44     Senior Vice President and Chief Financial
                                        Officer

        Francis X. Frantz      44     Senior Vice President - External Affairs,
                                        General Counsel and Secretary

        John L. Comparin       45     Vice President - Human Resources and
                                        Administration

        Ronald D. Payne        51     Vice President - Business Development

        Jerry M. Green         50     Treasurer

        John M. Mueller        47     Controller

        There are no arrangements between any officer and any other person
        pursuant to which he was selected as an officer.  Except for Scott T.
        Ford, each of the officers named above has been employed by ALLTEL or
        a subsidiary for the last five years.  Prior to joining ALLTEL, Scott
        T. Ford served as Assistant to the Chairman of Stephens Group, Inc. of
        Little Rock, Arkansas.  Scott T. Ford is the son of Joe T. Ford.

Item 11. Executive Compensation

         For information pertaining to Executive Compensation, refer to
         "Management Compensation" in ALLTEL's Proxy Statement for its 1998
         Annual Meeting of Stockholders, which is incorporated herein by
         reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

         For information pertaining to beneficial ownership of ALLTEL
         securities, refer to "Security Ownership of Certain Beneficial Owners
         and Management" in ALLTEL's Proxy Statement for its 1998 Annual
         Meeting of Stockholders, which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

         For information pertaining to Certain Relationships and Related
         Transactions, refer to "Certain Transactions" in ALLTEL's Proxy
         Statement for its 1998 Annual Meeting of Stockholders, which is
         incorporated herein by reference.


                                       18

<PAGE>

                               ALLTEL Corporation
                       Securities and Exchange Commission
                               Form 10-K, Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

        (a)  The following documents are filed as a part of this report:

           1.  Financial Statements:
               The following Consolidated Financial Statements of ALLTEL
               Corporation and subsidiaries, included in the annual report
               of ALLTEL Corporation to its stockholders for the year ended
               December 31, 1997, are incorporated herein by reference:

                                                                  Annual Report
                                                                   Page Number 
                                                                  -------------
               Report of Independent Public Accountants                 25

               Consolidated Statements of Income -
                 for the years ended December 31, 1997, 1996 and 1995   27

               Consolidated Balance Sheets - 
                 December 31, 1997 and 1996                           28-29

               Consolidated Statements of Cash Flows -
                 for the years ended December 31, 1997, 1996
                 and 1995                                               30

               Consolidated Statements of Shareholders' Equity -
                 for the years ended December 31, 1997, 1996
                 and 1995                                               31

               Notes to Consolidated Financial Statements             33-39

               Supplementary Information-Business
                 Segment Information                                  32-33

             The Consolidated Financial Statements and Supplementary Financial
             Information listed in the above index which are included in the
             1997 Annual Report to Stockholders of ALLTEL Corporation are
             hereby incorporated by reference.

                                                                     Form 10-K
           2.  Financial Statement Schedules:                       Page Number
                                                                    -----------
               Report of Independent Public Accountants                 21

               Schedule II.  Valuation and Qualifying Accounts          22

           3.  Exhibits:
               See "Exhibit Index" located on page 23-27 of this document.

        (b)  No reports on Form 8-K were filed during the last quarter of 1997.

        Separate condensed financial statements of ALLTEL Corporation have been
        omitted since the Company meets the tests set forth in Regulation S-X
        Rule 4-08(e)(3).  All other schedules are omitted since the required
        information is not present or is not present in amounts sufficient to
        require submission of the schedule, or because the information required
        is included in the consolidated financial statements and notes thereto.


                                       19

<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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


By  /s/ Joe T. Ford                                   
  Joe T. Ford, Chairman and                          Date:  February 11, 1998
    Chief Executive Officer

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By  /s/ Dennis J. Ferra                              Date:  February 11, 1998
  Dennis J. Ferra, Senior Vice President and
    Chief Financial Officer

* Joe T. Ford, Chairman, Chief Executive Officer
    and Director

* Scott T. Ford, President and Director

* Dennis J. Ferra, Senior Vice President and
    Chief Financial Officer

* John M. Mueller, Controller
                                                     By /s/ Dennis J. Ferra
* Michael D. Andreas, Director                        * (Dennis J. Ferra,
                                                         Attorney-in-fact)
* John R. Belk, Director
                                                      Date: February 11, 1998
* Lawrence L. Gellerstedt III, Director

* W. W. Johnson, Director

* Emon A. Mahony, Jr., Director

* John P. McConnell, Director

* Josie C. Natori, Director

* Ronald Townsend, Director

* William H. Zimmer, Jr., Director


                                       20

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Shareholders of
   ALLTEL Corporation:


We have audited in accordance with generally accepted auditing standards, the
financial statements included in ALLTEL Corporation's Annual Report to
stockholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated January 29, 1998.  Our audit was made for the purpose of
forming an opinion on those statements taken as a whole.  The schedule on page
22 is the responsibility of the company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and
is not part of the basic financial statements.  This schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.



                                                /S/ARTHUR ANDERSEN LLP
                                                   ARTHUR ANDERSEN LLP



Little Rock, Arkansas,
January 29, 1998.


                                       21

<PAGE>
<TABLE>
<CAPTION>
                                                       ALLTEL CORPORATION
                                         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                     (Dollars in Thousands)




           Column A                     Column B               Column C               Column D        Column E
<S>                                     <C>               <C>         <C>            <C>             <C>
                                                               Additions           
                                        Balance at        Charged to  Charged                        Balance at
                                        Beginning          Cost and   to Other       Deductions        End of
          Description                   of Period          Expenses   Accounts        Describe         Period    

Allowance for doubtful accounts,
  subscribers and others:

      For the years ended

        December 31, 1997               $21,271            $27,238      $  -         $29,947 (A)       $18,562

        December 31, 1996               $18,439            $38,771      $  -         $35,939 (A)       $21,271

        December 31, 1995               $21,510            $35,860      $  -         $38,931 (A)       $18,439

</TABLE>




Notes:
(A)  Accounts charged off less recoveries of amounts previously charged off.






                                       22

<PAGE>

                                  EXHIBIT INDEX

Number and Name                                                           Page

 (3)(a)    Amended and Restated Certificate of Incorporation of ALLTEL       *
           Corporation (incorporated herein by reference to Exhibit B
           to Proxy Statement, dated March 9, l990).

    (b)    By-Laws of ALLTEL Corporation (As amended as of                  67
           January 29, 1998).

 (4)(a)    Rights Agreement dated as of January 30, l997, between ALLTEL     *
           Corporation and First Union National Bank of North Carolina
           (incorporated herein by reference to Form 8-K dated
           February 3, l997, filed with the Commission on February 4, l997).

    (b)    The Company agrees to provide to the Commission, upon request,   --
           copies of any agreement defining rights of long-term debt
           holders.

(10)(a)(1) Executive Compensation Agreement and amendments thereto by and    *
           between the Corporation and Joe T. Ford (incorporated herein by
           reference to Exhibit 10(b) to Form 10-K for the fiscal year
           ended December 31, 1983).

    (a)(2) Modification to Executive Compensation Agreement by and between   *
           the Corporation and Joe T. Ford effective as of January 1, 1987
           (incorporated herein by reference to Exhibit 10(b)(2) to Form
           10-K for the fiscal year ended December 31, 1986).

    (a)(3) Modification to Executive Compensation Agreement by and between   *
           ALLTEL Corporation and Joe T. Ford, effective as of
           January 1, 1991 (incorporated herein by reference to Exhibit 10
           of ALLTEL Corporation Registration Statement (No. 33-44736) on
           Form S-4 dated December 23, 1991).

    (a)(4) Split-dollar Life Insurance Agreement by and between the          *
           Corporation and Joe T. Ford effective as of March 1, 1994
           (incorporated herein by reference to Exhibit 10(a)(4) to
           Form 10-K for the fiscal year ended December 31, 1994).

    (b)    Change in Control Agreement by and between the Company and        *
           Scott T. Ford effective as of April 25, 1996 (incorporated
           herein by reference to Exhibit 10(c)(6) to Form 10-Q for the
           period ended June 30, 1996).

    (c)(1) Change in Control Agreement by and between the Company and        *
           John L. Comparin effective as of October 24, 1994 (incorporated
           herein by reference to Exhibit 10(c)(2) to Form 10-K for the
           fiscal year ended December 31, 1994).

    (c)(2) Change in Control Agreement by and between the Company and        *
           Dennis J. Ferra effective as of October 24, 1994 (incorporated
           herein by reference to Exhibit 10(c)(3) to Form 10-K for the
           fiscal year ended December 31, 1994).


*   Incorporated herein by reference as indicated.


                                       23

<PAGE>

EXHIBIT INDEX, Continued

Number and Name                                                           Page

(10)(c)(3) Change in Control Agreement by and between the Company and        *
           Francis X. Frantz effective as of October 24, 1994
           (incorporated herein by reference to Exhibit 10(c)(4) to
           Form 10-K for the fiscal year ended December 31, 1994).

    (c)(4) Change in Control Agreement by and between the Company and        *
           Tom T. Orsini effective as of October 24, 1994 (incorporated
           herein by reference to Exhibit 10(c)(5) to Form 10-K for the
           fiscal year ended December 31, 1994).

    (c)(5) Change in Control Agreement by and between the Company and        *
           Ronald D. Payne effective as of October 24, 1994 (incorporated
           herein by reference to Exhibit 10(c)(6) to Form 10-K for the
           fiscal year ended December 31, 1994).

    (d)(1) Split-dollar Life Insurance Agreement by and between the          *
           Corporation and Dennis J. Ferra effective as of March 1, 1994
           (incorporated herein by reference to Exhibit 10(d)(1) to
           Form 10-K for the fiscal year ended December 31, 1994).

    (d)(2) Split-dollar Life Insurance Agreement by and between the          *
           Corporation and Francis X. Frantz effective as of March 1, 1994
           (incorporated herein by reference to Exhibit 10(d)(2) to
           Form 10-K for the fiscal year ended December 31, 1994).

    (d)(3) Split-dollar Life Insurance Agreement by and between the          *
           Corporation and Tom T. Orsini effective as of March 1, 1994
           (incorporated herein by reference to Exhibit 10(d)(3) to
           Form 10-K for the fiscal year ended December 31, 1994).

    (e)(1) ALLTEL Corporation Supplemental Executive Retirement Plan,        *
           effective October 24, 1994 (incorporated herein by reference
           to Exhibit 10(e)(1) to Form 10-K for the fiscal year ended
           December 31, 1994).

    (f)(1) Executive Deferred Compensation Plan of ALLTEL Corporation, as    *
           amended and restated effective October 1, 1993 (incorporated
           herein by reference to Exhibit 10(e) to Form 10-K for the
           fiscal year ended December 31, 1993).

    (f)(2) Amendment No. 1 to Executive Deferred Compensation Plan of       75
           ALLTEL Corporation (October 1, 1993 Restatement), amendment
           effective January 29, 1998.

    (f)(3) Deferred Compensation Plan for Directors of ALLTEL Corporation,   *
           as amended and restated effective October 1, 1993 (incorporated
           herein by reference to Exhibit 10(f) to Form 10-K for the fiscal
           year ended December 31, 1993).

    (f)(4) Amendment to Deferred Compensation Plan for Directors of ALLTEL   *
           Corporation (October 1, 1993 Restatement) (incorporated herein
           by reference to Exhibit 10(f)(3) to Form 10-K for the fiscal
           year ended December 31, 1996).

    (g)(l) ALLTEL Corporation 1975 Incentive Stock Option Plan (as amended   *
           and restated effective July 26, 1988) (incorporated herein by
           reference to Exhibit 10(i) to Form 10-K for the fiscal year
           ended December 31, 1988).

*   Incorporated herein by reference as indicated.


                                       24

<PAGE>

EXHIBIT INDEX, Continued

Number and Name                                                           Page

(10)(g)(2) ALLTEL Corporation 1991 Stock Option Plan (incorporated herein    *
           by reference to Exhibit A to Proxy Statement, dated
           March 8, 1991).

    (g)(3) ALLTEL Corporation l994 Stock Option Plan for Employees           *
           (incorporated herein by reference to Exhibit A to Proxy
           Statement dated March 4, l994).

    (g)(4) ALLTEL Corporation l994 Stock Option Plan for Nonemployee         *
           Directors (incorporated herein by reference to Exhibit B to
           Proxy Statement dated March 4, l994).

    (g)(5) First Amendment to ALLTEL Corporation l994 Stock Option Plan      *
           for Nonemployee Directors (incorporated herein by reference to
           Exhibit 10(g)(5) to Form 10-K for the fiscal year ended
           December 31, 1996).

    (h)    Systematics, Inc. 1981 Incentive Stock Option Plan and            *
           Amendment No. 1 thereto (incorporated herein by reference to
           Form S-8 (No. 33-35343) of ALLTEL Corporation filed with the
           Commission on June 11, 1990).

    (i)    ALLTEL Corporation Performance Incentive Compensation Plan as     *
           amended, effective January 1, 1993 (Exhibit 10(i) to Form SE
           dated February 17, 1993).

    (i)(1) Amendment No. 1 to ALLTEL Corporation Performance Incentive      76
           Compensation Plan, (January 1, 1993 Restatement), amendment
           effective January 29, 1998.

    (j)    ALLTEL Corporation Long-Term Performance Incentive                *
           Compensation Plan, as amended and restated effective
           January 1, 1993 (Exhibit 10(j) to Form SE dated
           February 17, 1993).

    (j)(1) Amendment No. 1 to ALLTEL Corporation Long-Term Performance       *
           Incentive Compensation Plan as amended and restated effective
           January 1, 1993, (incorporated herein by reference to
           Exhibit 10(j)(1) to Amendment No. 1 to Form 10-K for the
           fiscal year ended December 31, 1993).

    (j)(2) Amendment No. 2 to ALLTEL Corporation Long-Term Performance      77
           Incentive Compensation Plan (January 1, 1993 Restatement),
           amendment effective January 29, 1998.

    (k)    ALLTEL Corporation Pension Plan (January 1, 1994 Restatement)     *
           (incorporated herein by reference to Exhibit 10(k) to
           Form 10-K for the fiscal year ended December 31, 1994).

    (k)(1) Amendment No. 1 to ALLTEL Corporation Pension Plan                *
           (January 1, 1994 Restatement) (incorporated herein by
           reference to Exhibit 10(k)(1) to Form 10-Q for the period
           ended March 31, 1995).

    (k)(2) Amendments No. 2 and 3 to ALLTEL Corporation Pension Plan         *
           (January 1, 1994 Restatement) (incorporated herein by
           reference to Exhibit 10(k)(2) to Form 10-Q for the period
           ended June 30, 1995).

*   Incorporated herein by reference as indicated.


                                       25

<PAGE>

EXHIBIT INDEX, Continued

Number and Name                                                           Page

(10)(k)(3) Amendments No. 4 and 5 to ALLTEL Corporation Pension Plan         *
           (January 1, 1994 Restatement) (incorporated herein by reference
           to Exhibit 10(k)(3) to Form 10-K for the fiscal year ended
           December 31, 1995).

    (k)(4) Amendments No. 6 and 7 to ALLTEL Corporation Pension Plan         *
           (January 1, 1994 Restatement) (incorporated herein by reference
           to Exhibit 10(k)(4) to Form 10-Q for the period ended
           September 30, 1996).

    (k)(5) Amendments No. 8 and 9 to ALLTEL Corporation Pension Plan         *
           (January 1, 1994 Restatement) (incorporated herein by reference
           to Exhibit 10(k)(5) to Form 10-Q for the period ended
           March 31, 1997).

    (k)(6) Amendment No. 10 to ALLTEL Corporation Pension Plan              78
           (January 1, 1994 Restatement).

    (l)    ALLTEL Corporation Profit-Sharing Plan (January 1, 1994           *
           Restatement) (incorporated herein by reference to Exhibit 10(l)
           to Form 10-K for the fiscal year ended December 31, 1994).

    (l)(1) Amendments No. 1 and 2 to ALLTEL Corporation Profit-Sharing       *
           Plan (January 1, 1994 Restatement) (incorporated herein by
           reference to Exhibit 10(l)(1) to Form 10-Q for the period
           ended June 30, 1995).

    (l)(2) Amendments No. 3 and 4 to ALLTEL Corporation Profit-Sharing       *
           Plan (January 1, 1994 Restatement) (incorporated herein by
           reference to Exhibit 10(l)(2) to Form 10-K for the fiscal year
           ended December 31, 1995).

    (l)(3) Amendment No. 5 to ALLTEL Corporation Profit-Sharing Plan         *
           (January 1, 1994 Restatement) (incorporated herein by
           reference to Exhibit 10(l)(3) to Form 10-Q for the period
           ended September 30, 1996).

    (l)(4) Amendment No. 6 to ALLTEL Corporation Profit-Sharing Plan         *
           (January 1, 1994 Restatement) (incorporated herein by
           reference to Exhibit 10(l)(4) to Form 10-Q for the period
           ended March 31, 1997).

    (l)(5) Amendment No. 7 to ALLTEL Corporation Profit-Sharing Plan        84
           (January 1, 1994 Restatement).

    (m)    ALLTEL Corporation Benefit Restoration Plan (January 1, 1996      *
           Restatement). (incorporated herein by reference to
           Exhibit 10(m) to Form 10-K for the fiscal year ended
           December 31, 1995).

    (n)    Amended and Restated ALLTEL Corporation Supplemental Medical      *
           Expense Reimbursement Plan (incorporated herein by reference
           to Exhibit 10(p) to Form 10-K for the fiscal year ended
           December 31, 1990).


*   Incorporated herein by reference as indicated.


                                       26

<PAGE>

EXHIBIT INDEX, Continued

Number and Name                                                           Page

(10)(o)    ALLTEL Corporation Thrift Plan (January 1, 1994 Restatement)      *
           (incorporated herein by reference to Exhibit 10(p) to Form 10-K
           for the fiscal year ended December 31, 1994).

    (o)(1) Amendments No. 1 and 2 to ALLTEL Corporation Thrift Plan          *
           (January 1, 1994 Restatement) (incorporated herein by reference
           to Exhibit 10(p)(1) to Form 10-Q for the period ended
           June 30, 1995).

    (o)(2) Amendment No. 3 ALLTEL Corporation Thrift Plan                    *
           (January 1, 1994 Restatement) (incorporated herein by reference
           to Exhibit 10(o)(2) to Form 10-K for the fiscal year ended
           December 31, 1995).

    (o)(3) Amended and Restated Amendment No. 4 and Amendment No. 5 to       *
           ALLTEL Corporation Thrift Plan (January 1, 1994 Restatement)
           (incorporated herein by reference to Exhibit 10(o)(3) to
           Form 10-K for the fiscal year ended December 31, 1996).

    (o)(4) Amendment No. 6 to ALLTEL Corporation Thrift Plan                 *
           (January 1, 1994 Restatement) (incorporated herein by reference
           to Exhibit 10(o)(4) to Form 10-Q for the period ende
           March 31, 1997).

    (o)(5) Amendment No. 7 to ALLTEL Corporation Thrift Plan                88
           (January 1, 1994 Restatement) 

(11)       Statement re computation of per share earnings.                  28

(13)       Annual report to stockholders for the year ended                 32
           December 31, 1997. Such report, except for the portions
           incorporated by reference herein, is furnished for the
           information of the Securities and Exchange Commission
           and is not "filed" as part of this report.

(21)       Subsidiaries of the registrant.                                  29

(23)       Consents of experts and counsel.                                 31

(27)       Financial Data Schedule for the year ended December 31, 1997.    91

(99)(a)    Annual report on Form 11-K for the ALLTEL Corporation Thrift     --
           Plan for the year ended December 31, 1997, will be filed by
           amendment.










*   Incorporated herein by reference as indicated.


                                       27