Exhibit 10 (l)(2)

                                AMENDMENT NO. 3
                                       TO
                     ALLTEL CORPORATION PROFIT-SHARING PLAN
                         (January 1, 1994 Restatement)


               WHEREAS, ALLTEL Corporation (the "Company") maintains the 
ALLTEL Corporation Profit-Sharing Plan, as amended and restated effective 
January 1, 1994, and subsequently further amended, (the "Plan"); and

               WHEREAS, the Company desires further to amend the Plan;

               NOW THEREFORE, BE IT RESOLVED, that the Company hereby amends 
the Plan in the following respects:

               1. Effective as of January 1, 1994, a new Section 1.33-A is 
added to the Plan to provide as follows:

1.33-A    Schedule

          Schedule A to the Plan and any schedule added to the Plan for Plan 
          Years beginnning on or after January 1, 1995 pursuant to Section 1.33
          and Section 13.01. Each schedule is incorporated into and made a part
          of the Plan.

               2. Effective as of January 1, 1994, Section 13.01 of the Plan is
amended to provide as follows:

13.01     Employer Contributions

          For each Plan Year, there shall be an annual Employer Contribution 
          under the Plan in an amount that the Board of Directors shall 
          determine by resolution. For the Plan Year beginning on 
          January 1, 1994, the portion of the Employer Contribution assigned to
          each Region shall be as set forth on Schedule A to the Plan. For each
          Plan Year beginning after January 1, 1994, the resolution shall adopt
          a Schedule to the Plan specifying the portion of the Employer 
          Contribution assigned to each Region, which shall be in the ratio 
          that the amount equal to the percentage specified on the Schedule for
          the Region multiplied by the Compensation for the Plan Year of the 
          Participants in the Region bears to the amount equal to the sum of 
          the amounts equal to the percentage specified on the Schedule with 
          respect to each Region multiplied by the Compensation for the Plan 
          Year of Participants in that Region. The resolution shall be adopted
          for a Plan Year not later than the time prescribed by law for filing
          the Employer's Federal income tax return for its applicable taxable
          year, including extensions thereof. Portions of the Employer 
          Contribution shall be uniform with respect to more than one Region to
          the extent necessary to comply with applicable regulations under
          Section 401(a)(26) of the Code. In any event, the annual Employer

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          Contribution so determined and so assigned to each Region shall be 
          an amount not less than 2% of the aggregate Compensation for the 
          Plan Year of all Participants in that Region.

               3. Effective as of January 1, 1994, the Plan is amended by the 
addition of a Schedule A to provide as follows:

                                   SCHEDULE A
                           1994 EMPLOYER CONTRIBUTION

For the Plan Year beginning January 1, 1994, the Employer Contribution
shall be assigned to each Region specified below based on the ratio that
the amount equal to the percentage specified below multiplied by the
Compensation for the 1994 Plan Year of Participants in the Region bears
to the amount equal to the sum of the amounts equal to the percentage
specified below for each Region multiplied by the Compensation for the
1994 Plan Year of Participants in that Region.


                    Region                        Percentage

               Telephone:

                    Northeast                          7

                    Southern                          10

                    Southwest                          7

                    ALLTEL Mobile, Inc.               10

                    ALLTEL Publishing, Inc.            7

                    ALLTEL Supply, Inc.               10

                    Sygnis                             4

                    HWC                                4

                    ALLTEL Telephone Service Corp.    10

                    ALLTEL Corporation and
                      ALLTEL Corporate Services       10

                                       2

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               4. Effective as of January 1, 1995, Section 1.33 of the Plan is
amended to provide as follows:


1.33 Region

     An operating region, corporate division, or other grouping of Employees of
     the Employer, as set forth on a Schedule to the Plan adopted by the Board
     of Directors for each Plan Year not later than the time prescribed by law
     for filing the Employer's Federal income tax return for its applicable
     taxable year, including extensions thereof.

               IN WITNESS WHEREOF, the Company, by its duly authorized officer,
has caused this Amendment to be executed on this 12th day of December, 1995.


                                        ALLTEL CORPORATION


                                        By: /s/ John L. Comparin
                                            Title: V.P. Human Resources

                                      125
<PAGE>

                                AMENDMENT NO. 4
                                       TO
                     ALLTEL CORPORATION PROFIT-SHARING PLAN
                         (January 1, 1994 Restatement)


               WHEREAS, ALLTEL Corporation (the "Company") maintains the 
ALLTEL Corporation Profit-Sharing Plan, as amended and restated effective 
January 1, 1994, and subsequently further amended, (the "Plan"); and

               WHEREAS, the Company desires further to amend the Plan;

               NOW THEREFORE, BE IT RESOLVED, that the Company hereby amends 
the Plan in the respects hereinafter set forth.

               1. Effective as of October 28, 1995, the phrase "paragraph (b),
(c), (d), or (e)" in paragraph (a) of Section 9.04 of the Plan is deleted 
therefrom and the phrase "paragraph (b), (c), (d), (e), or (f)" is substituted
therefor, and Section 9.04 of the Plan is amended by adding a new paragraph (f)
at the end thereof to provide as follows:

          (f)  In determining Years of Eligibility Service for an Employee who
               was an employee of Dime Savings Bank, F.S.B. ("Dime") 
               immediately prior to October 28, 1995, and became an Employee on
               October 28, 1995, the Employee's period or periods of employment
               with Dime prior to October 28, 1995, that would have been taken
               into account under the Plan if such period or periods of 
               employment were service with a member of the Controlled Group, 
               shall be counted as Years of Eligibility Service. 
               Notwithstanding any other provision of the Plan, there shall be 
               no duplication of Years of Eligibility Service under the Plan 
               by reason of service (or hours of service) in respect of any 
               single period or otherwise.

               2.   Effective as of December 1, 1995, the phrase "paragraph 
(b), (c), (d), (e), or (f)" in paragraph (a) of Section 9.04 of the Plan is 
deleted therefrom and the phrase "paragraph (b), (c), (d), (e), (f), or (g)" 
is substituted therefor, and Section 9.04 of the Plan is amended by adding a 
new paragraph (g) at the end thereof to provide as follows:

          (g)  In determining Years of Eligibility Service for an Employee who
               was an employee of Glendale Federal Bank, F.S.B. ("Glendale") 
               immediately prior to December 1, 1995, and became an Employee
               on December 1, 1995, the Employee's period or periods of 
               employment with Glendale prior to December 1, 1995, that would 
               have been taken into account under the Plan if such period or 
               periods of employment were service with a member of the 
               Controlled Group, shall be counted as Years of Eligibility 
               Service. Notwithstanding any other provision of the Plan, there
               shall be no duplication of Years of Eligibility Service under

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               the Plan by reason of service (or hours of service) in respect
               of any single period or otherwise.

               3. Effective as of October 28, 1995, the phrase "paragraph (b),
(c), (d), (e), or (f)" in paragraph (a) of Section 9.05 of the Plan is deleted
therefrom and the phrase "paragraph (b), (c), (d), (e), (f), or (g)" is 
substituted therefor, and Section 9.05 of the Plan is amended by adding a new 
paragraph (g) at the end thereof to provide as follows:

          (g)  In determining Years of Vesting Service for an Employee who was
               an employee of Dime Savings Bank, F.S.B. ("Dime") immediately
               prior to October 28, 1995, and became an Employee on 
               October 28, 1995, the Employee's period or periods of employment
               with Dime prior to October 28, 1995, that would have been taken
               into account under the Plan if such period or periods of 
               employment were service with a member of the Controlled Group,
               shall be counted as Years of Vesting Service. Notwithstanding 
               any other provision of the Plan, there shall be no duplication
               of Years of Vesting Service under the Plan by reason of service
               (or hours of service) in respect of any single period or 
               otherwise.

               4.   Effective as of December 1, 1995, the phrase "paragraph 
(b), (c), (d), (e), (f), or (g)" in paragraph (a) of Section 9.05 of the Plan 
is deleted therefrom and the phrase "paragraph (b), (c), (d), (e), (f), (g), 
or (h)" is substituted therefor, and Section 9.05 of the Plan is amended by 
adding a new paragraph (h) at the end thereof to provide as follows:

          (h)  In determining Years of Vesting Service for an Employee who 
               was an employee of Glendale Federal Bank, F.S.B. ("Glendale")
               immediately prior to December 1, 1995, and became an Employee on
               December 1, 1995, the Employee's period or periods of employment
               with Glendale prior to December 1, 1995, that would have been 
               taken into account under the Plan if such period or periods
               of employment were service with a member of the Controlled 
               Group, shall be counted as Years of Vesting Service. 
               Notwithstanding any other provision of the Plan, there shall be 
               no duplication of Years of Vesting Service under the Plan by 
               reason of service (or hours of service) in respect of any single
               period or otherwise.

               5.   Effective as of May 30, 1995, Section 13.05 of the Plan is
amended by adding a new paragraph (d) at the end thereof to provide as follows:

          (d)  Each person who

               (i)  was an active employee of Vertex Business Systems, Inc. 
                    and became an Employee on May 30, 1995;

               (ii) met the eligibility requirements to become a Participant 
                    on or before the last day of the 1995 Plan Year; and

                                       2

                                      127
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              (iii) is not otherwise eligible for an allocation of Employer 
                    Contribution for the 1995 Plan Year under Section 13.04;

               shall receive an allocation of Employer Contribution for the 
               1995 Plan Year as provided in this paragraph (d), if the 
               Participant is credited with at least such number of Hours of 
               Service as the number determined by multiplying 1,000 by a
               fraction the numerator of which is the number of days of 
               employment with the Controlled Group completed by the 
               Participant in the 1995 Plan Year and the denominator of which 
               is three hundred sixty-five (365). Subject to the last sentence 
               of Section 13.01, the portion of Employer Contribution assigned 
               to the Region including such Participants shall be specified on 
               the Schedule for the 1995 Plan Year and shall be allocated 
               among the Participants in such Region as provided in Section 
               13.04, but without regard to the requirement that a Participant
               have a Year of Participation. Notwithstanding the provisions of
               Section 13.04, any Participant who would receive an allocation 
               of Employer Contribution under this paragraph (d) but for his 
               transfer of employment prior to December 31, 1995, shall be 
               deemed to be in the Region including the Participants eligible
               under this paragraph (d) for the 1995 Plan Year. 

               6.   Effective as of July 31, 1995, Section 13.05 of the Plan is
amended by adding a new paragraph (e) at the end thereof to provide as follows:

          (e)  Each person who

               (i)  was an active employee of First Michigan Bank Corporation
                    and became an Employee on July 31, 1995;

               (ii) met the eligibility requirements to become a Participant 
                    on or before the last day of the 1995 Plan Year; and

              (iii) is not otherwise eligible for an allocation of Employer 
                    Contribution for the 1995 Plan Year under Section 13.04;

               shall receive an allocation of Employer Contribution for the 
               1995 Plan Year as provided in this paragraph (e), if the 
               Participant is credited with at least such number of Hours of 
               Service as the number determined by multiplying 1,000 by a
               fraction the numerator of which is the number of days of 
               employment with the Controlled Group completed by the 
               Participant in the 1995 Plan Year and the denominator of which 
               is three hundred sixty-five (365). Subject to the last sentence
               of Section 13.01, the portion of Employer Contribution assigned
               to the Region including such Participants shall be specified on
               the Schedule for the 1995 Plan Year and shall be allocated 
               among the Participants in such Region as provided in 
               Section 13.04, but without regard to the requirement that a 
               Participant have a Year of Participation. Notwithstanding the 

                                       3

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               provisions of Section 13.04, any Participant who would receive 
               an allocation of Employer Contribution under this paragraph 
               (e) but for his transfer of employment prior to 
               December 31, 1995, shall be deemed to be in the Region 
               including the Participants eligible under this paragraph (e) for
               the 1995 Plan Year.

               7.   Effective as of August 31, 1995, Section 13.05 of the Plan
is amended by adding a new paragraph (f) at the end thereof to provide as 
follows:

          (f)  Each person who

               (i)  was an active employee of BellSouth Mobility Inc. and 
                    became an Employee on August 31, 1995;

               (ii) met the eligibility requirements to become a Participant 
                    on or before the last day of the 1995 Plan Year; and

              (iii) is not otherwise eligible for an allocation of Employer 
                    Contribution for the 1995 Plan Year under Section 13.04;

               shall receive an allocation of Employer Contribution for the 
               1995 Plan Year as provided in this paragraph (f), if the 
               Participant is credited with at least such number of Hours of 
               Service as the number determined by multiplying 1,000 by a
               fraction the numerator of which is the number of days of 
               employment with the Controlled Group completed by the 
               Participant in the 1995 Plan Year and the denominator of which 
               is three hundred sixty-five (365). Subject to the last 
               sentence of Section 13.01, the portion of Employer Contribution
               assigned to the Region including such Participants shall be 
               specified on the Schedule for the 1995 Plan Year and shall be 
               allocated among the Participants in such Region as provided in
               Section 13.04, but without regard to the requirement that a 
               Participant have a Year of Participation. Notwithstanding the 
               provisions of Section 13.04, any Participant who would receive 
               an allocation of Employer Contribution under this paragraph 
               (f) but for his transfer of employment prior to 
               December 31, 1995, shall be deemed to be in the Region including
               the Participants eligible under this paragraph (f) for the 1995
               Plan Year.

               8.   Effective as of October 28, 1995, Section 13.05 of the 
Plan is amended by adding a new paragraph (g) at the end thereof to provide 
as follows:

          (g)  Each person who

               (i)  was an active employee of Dime Savings Bank, F.S.B. and 
                    became an Employee on October 28, 1995;

                                       4

                                      129
<PAGE>

               (ii) met the eligibility requirements to become a Participant 
                    on or before the last day of the 1995 Plan Year; and

              (iii) is not otherwise eligible for an allocation of Employer 
                    Contribution for the 1995 Plan Year under Section 13.04;

               shall receive an allocation of Employer Contribution for the 
               1995 Plan Year as provided in this paragraph (g), if the 
               Participant is credited with at least such number of Hours of 
               Service as the number determined by multiplying 1,000 by a
               fraction the numerator of which is the number of days of 
               employment with the Controlled Group completed by the 
               Participant in the 1995 Plan Year and the denominator of which 
               is three hundred sixty-five (365). Subject to the last 
               sentence of Section 13.01, the portion of Employer Contribution
               assigned to the Region including such Participants shall be 
               specified on the Schedule for the 1995 Plan Year and shall be 
               allocated among the Participants in such Region as provided in
               Section 13.04, but without regard to the requirement that a 
               Participant have a Year of Participation. Notwithstanding the 
               provisions of Section 13.04, any Participant who would receive 
               an allocation of Employer Contribution under this paragraph 
               (g) but for his transfer of employment prior to 
               December 31, 1995, shall be deemed to be in the Region including
               the Participants eligible under this paragraph (g) for the 1995
               Plan Year.

               9.   Effective as of November 7, 1995, Section 13.05 of the 
Plan is amended by adding a new paragraph (h) at the end thereof to provide 
as follows:

          (h)  Each person who

               (i)  was an active employee of Evergreen Bancorp, Inc. and 
                    became an Employee on November 7, 1995;

               (ii) met the eligibility requirements to become a Participant 
                    on or before the last day of the 1995 Plan Year; and

              (iii) is not otherwise eligible for an allocation of Employer 
                    Contribution for the 1995 Plan Year under Section 13.04;

               shall receive an allocation of Employer Contribution for the 
               1995 Plan Year as provided in this paragraph (h), if the 
               Participant is credited with at least such number of Hours of 
               Service as the number determined by multiplying 1,000 by a
               fraction the numerator of which is the number of days of 
               employment with the Controlled Group completed by the 
               Participant in the 1995 Plan Year and the denominator of which 
               is three hundred sixty-five (365). Subject to the last sentence
               of Section 13.01, the portion of Employer Contribution assigned
               to the Region including such Participants shall be specified on
               the Schedule for the 1995 Plan Year and shall be allocated

                                       5

                                      130
<PAGE>

               among the Participants in such Region as provided in 
               Section 13.04, but without regard to the requirement that a 
               Participant have a Year of Participation. Notwithstanding the
               provisions of Section 13.04, any Participant who would receive
               an allocation of Employer Contribution under this paragraph (h)
               but for his transfer of employment prior to December 31, 1995,
               shall be deemed to be in the Region including the Participants
               eligible under this paragraph (h) for the 1995 Plan Year.

               10.  The first paragraph of Section 1.07 of the Plan is amended,
effective as if such provisions were set forth in the January 1, 1994
Restatement, to provide as follows:

     The amount paid by the Employer during the Plan Year directly to the 
     Employee, including basic wages, cash bonuses, overtime compensation, 
     commissions, shift differentials, in-charge premiums, and any amount the 
     payment of which is deferred under the ALLTEL Corporation Executive 
     Deferred Compensation Plan, the ALLTEL Corporation Performance Incentive 
     Compensation Plan, or the ALLTEL Corporation Long-Term Performance 
     Incentive Plan, but excluding any other forms of additional compensation
     and further excluding non-wage taxable fringe benefits. Compensation which
     a Participant elects to defer under the above-specified plans shall, for 
     purposes of the Plan, be credited to the Participant as compensation 
     during the period when such deferred amounts would have been paid (in the
     absence of the deferral election) rather than during the period when
     such deferred amounts are earned or actually paid. Compensation shall be 
     determined without regard to any compensation reduction pursuant to an 
     arrangement under a "cafeteria plan" as defined in Section 125 of the 
     Code or pursuant to a "qualified cash or deferred arrangement" as
     defined in Section 401(k) of the Code.

               11.  The term "Schedule A" in subsection (b) of Section 1.12, in
the second paragraph of Section 13.03, and in the title of Schedule A to ALLTEL
Corporation Profit-Sharing Plan (January 1, 1994 Restatement) shall be deleted
and the term "Appendix A" shall be substituted therefore in each place such 
term appears, effective as if such provisions were set forth in the 
January 1, 1994 Restatement.

               IN WITNESS WHEREOF, the Company, by its duly authorized officer,
has caused this Amendment to be executed on this 25th day of January, 1996.


                                             ALLTEL CORPORATION


                                             By: /s/ John L. Comparin
                                                 Title: V.P. Human Resources

                                      131