EXHIBIT 99 (A)



                         FORM 11-K INFORMATION FOR THE

                        ALLTEL CORPORATION THRIFT PLAN

                        AS OF DECEMBER 31, 1996 AND 1995

                   AND FOR THE YEAR ENDED DECEMBER 31, 1996

                                      4

<PAGE>

                             REQUIRED INFORMATION



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

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

    1.     Report of Independent Public Accountants

    2.     Statements of Net Assets Available for Benefits with Fund
           Information as of December 31, 1996 and 1995

    3.     Statement of Changes in Net Assets Available for Benefits with Fund
           Information for the year ended December 31, 1996

    4.     Notes to Financial Statements and Supplemental Schedules as of 
           December 31, 1996 and 1995

    5.     Schedule of Assets Held for Investment Purposes as of December 31,
           1996

    6.     Schedule of Loans or Fixed Income Obligations as of December 31,
           1996.

    7.     Schedule of Reportable Transactions for the year ended December 31,
           1996

    The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23 to this
Report.
                                      5
<PAGE>


                         ALLTEL CORPORATION THRIFT PLAN


                FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
                        As of December 31, 1996 and 1995
                         TOGETHER WITH AUDITORS' REPORT

<PAGE>



                         ALLTEL CORPORATION THRIFT PLAN

            INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

                        as of December 31, 1996 and 1995




Report of Independent Public Accountants                                  1

Financial Statements:

    Statements of Net Assets Available for Benefits with Fund
     Information as of December 31, 1996 and 1995                       2 - 3

    Statement of Changes in Net Assets Available for Benefits
     with Fund Information for the year ended December 31, 1996           4

Notes to Financial Statements and Supplemental Schedules                5 - 12

Supplemental Schedules:

    Schedule I: Line 27a - Schedule of Assets Held for Investment
     Purposes as of December 31, 1996                                    13

    Schedule II: Line 27b - Schedule of Loans or Fixed Income
     Obligations as of December 31,1996                                  14

    Schedule III: Line 27d - Schedule of Reportable Transactions
     for the year ended December 31, 1996                              15 - 16


<PAGE>




                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

We have audited the accompanying statements of net assets available for
benefits of the ALLTEL Corporation Thrift Plan (the "Plan") as of
December 31, 1996 and 1995, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1996.  These financial
statements and the schedules referred to below are the responsibility of the
ALLTEL Corporation Pension and Benefits Committee in its capacity as
administrator of the Plan (the "Administrator").  Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole.  Supplemental Schedules I, II and III
are presented for purposes of additional analysis and are not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.  The Fund
Information in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund.  The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.




                                            /s/  ARTHUR ANDERSEN LLP


Little Rock, Arkansas,
   April 11, 1997.

<PAGE>

<TABLE>
<CAPTION>
                                                  ALLTEL CORPORATION THRIFT PLAN


                               STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

                                               for the year ended December 31, 1996


                                                                   Fund Information (Note 2)
                                                                     Participant Directed
                                         ALLTEL                        BZW Barclays Global Investors, N.A.
                                       Corporation    International     S&P 500        U.S. Debt        Money       Lifepath
                                         Common          Equity          Equity          Index          Market        2000
                                       Stock Fund      Index Fund      Index Fund        Fund            Fund         Fund
ASSETS:
<S>                                    <C>             <C>            <C>            <C>            <C>            <C>
Investments, at fair value
 (Schedule I and Note 2)
 Participant directed-
  ALLTEL Corporation Common Stock      $24,168,602
  Mutual Investment Funds                              $ 4,663,433    $17,894,387    $ 9,082,427                   $   529,669
  Bankers Trust Pyramid Co. -
    Government Investment Contract Fund
  Nations Cash Reserves Capital Class
    Money Market Fund                      390,169                         24,167         27,103    $ 1,426,316
  BZW Barclays Global Investors, N.A.
    Money Market Fund                                                                                28,642,304
  Participant Loans
 Non-participant directed-
  Boatmen's Investment Services, Inc.
    Money Market Fund
      Total investments                 24,558,771       4,663,433     17,918,554      9,109,530     30,068,620        529,669

Receivables:
  Employer's contribution                        -               -              -              -              -              -
  Accrued interest and dividends           220,144               -              -              -          5,485              -
  Due from (to) other funds                 46,832           8,156         16,110          8,156       (203,667)             -
  Due from other plans                           -               -              -              -              -              -
  Due from broker                          127,099               -              -              -              -              -
      Total receivables                    394,075           8,156         16,110          8,156       (198,182)       529,669

      Total assets                      24,952,846       4,671,589     17,934,664      9,117,686     29,870,438        529,669

LIABILITIES:
  Due to broker                             61,647               -              -              -              -              -

NET ASSETS AVAILABLE
     FOR BENEFITS                      $24,891,199     $ 4,671,589    $17,934,664    $ 9,117,686    $29,870,438    $   529,669






                                   The accompanying notes are an integral part of this statement.

</TABLE>
                                                                 2

<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

                          STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued

                                               for the year ended December 31, 1996

                                                                   Fund Information (Note 2)
                                                                     Participant Directed   
                                               BZW Barclays Global Investors, N.A.                 Fidelity Investments
                                        LifePath      LifePath      LifePath      LifePath       Equity- 
                                          2010          2020          2030          2040         Income       Magellan
                                          Fund          Fund          Fund          Fund          Fund          Fund
ASSETS:
<S>                                  <C>            <C>           <C>           <C>           <C>           <C>
Investments, at fair value
 (Schedule I and Note 2)
 Participant directed- 
  ALLTEL Corporation Common Stock
  Mutual Investment Funds            $ 1,875,624    $15,048,315   $ 1,466,091   $ 1,683,243   $37,188,946   $54,941,232
  Bankers Trust Pyramid Co.-
   Government Investment Contract Fund
  Nations Cash Reserves Capital Class
   Money Market Fund                                     82,135        29,058                     205,447       213,867
  BZW Barclays Global Investors, N.A.
   Money Market Fund
  Participant Loans
 Non-participant directed-
  Boatmen's Investment Services, Inc.
   Money Market Fund
      Total Investments                1,875,624     15,130,450     1,495,149     1,683,243    37,394,393    55,155,099

Receivables:
  Employer's Contribution                      -              -             -             -             -             -
  Accrued interest and dividends               -              -             -             -             -             -
  Due from (to) other funds                    -         (3,432)          422             -        18,973       108,450
  Due from other plans                         -              -             -             -             -             -
  Due from broker                              -              -             -             -             -             -
      Total receivables                        -         (3,432)          422             -        18,973       108,450

      Total assets                     1,875,624     15,127,018     1,495,571     1,683,243    37,413,366    55,263,549

LIABILITIES:
  Due to broker                                -              -             -             -        18,973       108,450


NET ASSETS AVAILABLE
     FOR BENEFITS                    $ 1,875,624    $15,127,018   $ 1,495,571   $ 1,683,243   $37,394,393   $55,155,099


</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

                          STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued

                                               for the year ended December 31, 1996

                                                                   Fund Information (Note 2)
                                                   Participant Directed           Non-Participant
                                                                                     Directed
                                         Government                                  Boatmen's
                                         Investment                                   Money
                                          Contract      Participant                   Market
                                           Fund            Loans         Other         Fund             Total
ASSETS:
<S>                                     <C>            <C>            <C>            <C>             <C>
Investments, at fair value
  (Schedule I and Note 2)
 Participant directed-
  ALLTEL Corporation Common Stock                                                                    $ 24,168,602
  Mutual Investment Funds                                                                             144,373,367
  Bankers Trust Pyramid Co.-
   Government Investment Contract Fund  $ 2,975,083                                                     2,975,083
  Nations Cash Reserves Capital Class
   Money Market Fund                      2,081,431                                                     4,479,693
  BZW Barclays Global Investors, N.A.
   Money Market Fund                                                                                   28,642,304
  Participant Loans                                    $ 4,116,272                                      4,116,272
 Non-participant directed-
  Boatmen's Investment Services, Inc.
   Money Market Fund                                                                 $   415,207          415,207
      Total investments                   5,056,514      4,116,272              -        415,207      209,170,528

Receivables:
  Employer's contribution                         -              -    $ 9,219,958              -        9,219,958
  Accrued interest and dividents              9,395              -              -              -          235,024
  Due from (to) other funds                       -              -              -              -                -
  Due from other plans                            -              -      2,821,547              -        2,821,547
  Due from broker                                 -              -              -                         127,099
      Total receivables                       9,395              -     12,041,505              -       12,403,628

      Total assets                        5,065,909      4,116,272     12,041,505        415,207      221,574,156

LIABILITIES:
  Due to broker                                   -              -              -              -          189,070


NET ASSETS AVAILABLE
     FOR BENEFITS                       $ 5,065,909    $ 4,116,272    $12,041,505    $   415,207     $221,385,086


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

                               STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

                                               for the year ended December 31, 1995


                                                                   Fund Information (Note 2) 
                                                                     Participant Directed
                                                                                                                     Fidelity
                                               ALLTEL                 Federated Securities Corporation              Investments
                                             Corporation     Automated                                Government      Equity-
                                               Common       Government       Max-Cap     Stock and    Securities      Income
                                             Stock Fund     Money Trust       Fund       Bond Fund       Fund          Fund
ASSETS:
<S>                                         <C>            <C>            <C>            <C>           <C>            <C>
Investments, at fair value
 Participant directed-
  ALLTEL Corporation Common Stock           $26,286,447
  Mutual Investment Funds                                  $34,896,010    $10,241,071    $16,636,043   $ 8,804,968    $22,405,794
  Bankers Trust Pyramid Co. -
   Government Investment Contract Fund
  Nations Cash Reserve Money Market Fund        326,663        218,329         70,622         79,385        13,552        124,476
  Participant Loans
 Non-participant directed-
  Boatmen's Investment Services, Inc.
   Money Market Fund                                                                                                     
      Total investments                      26,613,110     35,114,339     10,311,693     16,715,428     8,818,520     22,530,270

Receivables:
  Employer's contribution                             -              -              -              -             -              -
  Accrued interest and dividends                261,228          2,867              4              3             5              -
      Total receivables                         261,228          2,867              4              3             5              -

      Total assets                           26,874,338     35,117,206     10,311,697     16,715,431     8,818,525     22,530,270

LIABILITIES:

  Due to broker                                   4,715          6,872         47,173         33,376        46,417         96,705

NET ASSETS AVAILABLE
     FOR BENEFITS                           $26,869,623    $35,110,334    $10,264,524    $16,682,055   $ 8,772,108    $22,433,565






                                   The accompanying notes are an integral part of this statement.


                                                                 3


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

                          STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued

                                               for the year ended December 31, 1995

                                                                   Fund Information (Note 2)
                                                                Participant Directed                  Non-Participant
                                                                                                         Directed 
                                             Fidelity      Government                                    Boatmen's
                                            Investments    Investment                                     Money
                                             Magellan       Contract      Participant       Other         Market
                                               Fund           Fund           Loans                         Fund           Total
ASSETS:
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
Investments, at fair value
 Participant directed-
  ALLTEL Corporation Common Stock                                                                                      $ 26,286,447
  Mutual Investment Funds                   $48,372,560                                                                 141,356,446
  Bankers Trust Pyramid Co.-
   Government Investment Contract Fund                     $ 4,200,696                                                    4,200,696
  Nations Cash Reserve Money Market Fund        254,652      1,042,506                                                    2,130,185
  Participant Loans                                                       $ 4,290,393                                     4,290,393
 Non-participant directed-
Boatment's Investment Services, Inc.
   Money Market Fund                                                                                    $   420,345         420,345
      Total investments                      48,627,212      5,243,202      4,290,393              -        420,345     178,684,512

Receivables:
  Employer's contribution                             -              -              -    $ 3,366,900              -       3,366,900
  Accrued interest and dividends                      -          5,353              -              -            256         269,716
      Total receivables                               -          5,353              -      3,366,900            256       3,636,616

      Total assets                           48,627,212      5,248,555      4,290,393      3,366,900        420,601     182,321,128

LIABILITIES:

  Due to broker                                 184,011              -              -              -              -         419,269

NET ASSETS AVAILABLE
     FOR BENEFITS                           $48,443,201    $ 5,248,555    $ 4,290,393    $ 3,366,900    $   420,601    $181,901,859


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

                          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

                                               for the year ended December 31, 1996


                                                                   Fund Information (Note 2)
                                                                     Participant Directed 
                            ALLTEL                      BZW Barclays Global Investors, N.A.
                          Corporation   International  S&P 500        U.S. Debt      Money        LifePath      LifePath
                            Common        Equity        Equity          Index        Market         2000          2010
                          Stock Fund    Index Fund    Index Fund        Fund          Fund          Fund          Fund
<S>                       <C>           <C>           <C>            <C>           <C>           <C>            <C>
ADDITIONS:
 Investment income:
  Dividend income         $   883,965   $         -   $         -    $         -   $         -   $         -    $         -
  Interest income              15,760             -             -              -       546,582             -              -
  Net appreciation
   (depreciation) in fair
    value of investments    1,591,716       182,064     2,094,513        372,240             -        14,104        118,698
  Total investment income   2,491,441       182,064     2,094,513        372,240       546,582        14,104        118,698

 Contributions:
  Employer                          -             -             -              -             -             -              -
  Employee                  1,323,083       320,477       987,128        322,144       842,697        27,749        103,073
  Employee rollovers          167,012        38,912        91,106         87,409        87,501             -            741
  Total contributions       1,490,095       359,389     1,078,234        409,553       930,198        27,749        103,814

 Interfund transfers, net  (2,612,751)    4,148,522    15,135,208      8,526,261    29,462,959       488,395      1,684,695

 Transfers from other
    plans, net             (1,302,469)            -             -              -             -             -              -
Total additions                66,316     4,689,975    18,307,955      9,308,054    30,939,739       530,248      1,907,207

DEDUCTIONS:

Benefit payments and
    withdrawals             2,044,740        18,386       373,291        190,368     1,069,301           579         31,583
  Total deductions          2,044,740        18,386       373,291        190,368     1,069,301           579         31,583

  Net increase (decrease)  (1,978,424)    4,671,589    17,934,664      9,117,686    29,870,438       529,669      1,875,624

NET ASSETS AVAILABLE
     FOR BENEFITS:

  Beginning of year        26,869,623             -             -              -             -             -              -

  End of year             $24,891,199   $ 4,671,589   $17,934,664    $ 9,117,686   $29,870,438   $   529,669    $ 1,875,624







                                  The accompanying notes are an integral part of this statement.
</TABLE>
                                                                 4

<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

                     STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued

                                               for the year ended December 31, 1996

                                                                   Fund Information (Note 2)                        
                                                                     Participant Directed 
                                                                                                                     Federated
                             BZW Barclays Global Investors, N.A.          Fidelity Investments      Government       Securities
                             LifePath      LifePath      LifePath       Equity-                     Investment      Corporation
                               2020          2030          2040         Income        Magellan       Contract         Max-Cap
                               Fund          Fund          Fund          Loans          Fund           Fund            Fund
<S>                          <C>           <C>           <C>           <C>           <C>            <C>           <C>
ADDITIONS:
 Investment income:
  Dividend income            $         -   $         -   $         -   $ 2,191,127   $ 8,221,107    $         -   $   110,159
  Interest income                      4             -             -            36            52        282,793         2,187
  Net appreciation
   (depreciation) in fair
    value of investments       1,314,881       121,652       139,366     3,649,585    (2,466,715)             -       644,153
  Total investment income      1,314,885       121,652       139,366     5,840,748     5,754,444        282,793       756,499

 Contributions:
  Employer                             -             -             -             -             -              -             -
  Employee                       353,743       122,051       125,418     3,760,111     5,863,651              -     1,250,099
  Employee rollovers              74,257        17,783        32,980       530,848       370,616              -        65,048
  Total Contributions            428,000       139,834       158,398     4,290,959     6,234,267              -     1,315,147

 Interfund transsfers, net    13,831,819     1,244,611     1,385,882     7,436,424    (2,250,453)             3   (11,988,876)

 Transfers from other
    plans, net                         -             -             -       (27,440)      (21,329)             -        (1,190)
 Total additions              15,574,704     1,506,097     1,683,646    17,540,691     9,716,929        282,796    (9,918,420)

DEDUCTIONS:

Benefit payments and
    withdrawals                  447,686        10,526           403     2,579,863     3,005,031        465,442       346,104
  Total deductions               447,686        10,526           403     2,579,863     3,005,031        465,442       346,104

  Net increase (decrease)     15,127,018     1,495,571     1,683,243    14,960,828     6,711,898       (182,646)  (10,264,524)

NET ASSETS AVAILABLE
     FOR BENEFITS:

  Beginning of year                    -             -             -    22,433,565    48,443,201      5,248,555    10,264,524

  End of year                $15,127,018   $ 1,495,571   $ 1,683,243   $37,394,393   $55,155,099    $ 5,065,909   $         -
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                  ALLTEL CORPORATION THRIFT PLAN

                     STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued

                                               for the year ended December 31, 1996

                                                                Fund Information (Note 2)
                                                                                               Non-Participant
                                                 Participant Directed                             Directed  
                               Federated Securities Corporation                                   Boatmen's
                             Stock and    Automated     Government                                  Money
                                Bond      Government    Securities   Participant                    Market
                                Fund      Money Trust      Fund         Loans         Other          Fund            Total    
ADDITIONS:
<S>                         <C>           <C>           <C>          <C>           <C>            <C>            <C>
 Investment income:
  Dividend income           $   449,700   $ 1,084,881   $  303,548   $         -   $         -    $         -    $ 13,244,487
  Interest income                 2,629         5,064        1,367       307,628             -         19,995       1,184,097
  Net appreciation
   (depreciation) in fair
    value of investments        193,502             -     (315,071)            -             -              -       7,654,688
  Total investment income       645,831     1,089,945      (10,156)      307,628             -         19,995      22,083,272

 Contributions:
  Employer                            -             -            -             -     9,219,958              -       9,219,958
  Employee                    1,189,136     2,035,600      710,872             -             -              -      19,337,032
  Employee rollovers            155,623        83,441       69,803             -             -              -       1,873,080
  Total contributions         1,344,759     2,119,041      780,675             -     9,219,958              -      30,430,070

 Interfund transfers, net   (17,868,089)  (35,900,932)  (9,233,518)     (126,504)   (3,366,900)         3,244               -

 Transfers from other
    plans, net                  (39,824)      372,078      (40,071)        3,450     2,821,547              -       1,764,752
Total additions             (15,917,323)  (32,319,868)  (8,503,070)      184,574     8,674,605         23,239      54,278,094

DEDUCTIONS:

Benefit payments and
    withdrawals                 764,732     2,790,466      269,038       358,695             -         28,633      14,794,867
  Total deductions              764,732     2,790,466      269,038       358,695             -         28,633      14,794,867

  Net increase (decrease)   (16,682,055)  (35,110,334)  (8,772,108)     (174,121)    8,674,605         (5,394)     39,483,227

NET ASSETS AVAILABLE
     FOR BENEFITS:

 Beginning of year           16,682,055    35,110,334    8,772,108     4,290,393     3,366,900        420,601     181,901,859
 
 End of year$               $         -   $         -   $        -   $ 4,116,272   $12,041,505    $   415,207    $221,385,086

</TABLE>

<PAGE>

                        ALLTEL CORPORATION THRIFT PLAN


            NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

                          DECEMBER 31, 1996 AND 1995


1.   PLAN AND TRUST DESCRIPTION

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

     General

     The Plan is a defined contribution employee benefit plan designed to
     assist employees in planning for retirement.  Prior to September 1, 1996,
     the Plan covered substantially all employees of ALLTEL Information
     Services, Inc. and its wholly-owned subsidiaries and employees of HWC
     Distribution Corp.  ALLTEL Information Services, Inc. and HWC Distribution
     Corp. are wholly-owned subsidiaries of ALLTEL Corporation ("ALLTEL").
     Effective September 1, 1996, participation in the Plan was revised to
     include substantially all nonbargaining employees of ALLTEL and its
     subsidiaries (the "Company").  Employees who are (1) covered by a
     collective bargaining agreement, subject to certain limitations, (2)
     leased by the Company or (3) are nonresident aliens with no U.S. income
     are not eligible to participate in the Plan.

     Administration

     The Plan is administered by the ALLTEL Corporation Pension and Benefits
     Committee (the "Administrative Committee") appointed by ALLTEL's Board
     of Directors.  NationsBank of Texas, N.A. (the "Trustee") is the trustee
     of the Plan.

     Plan Contributions

     Each year, participants may contribute up to 10 percent of their pretax
     annual compensation, as defined in the Plan document.  Participant
     contributions are subject to certain dollar limitations established by
     the Internal Revenue Service ( the "IRS"), which were $9,500 for 1996
     and $9,240 for 1995.  Employees considered "highly compensated" as defined
     in the Plan document are currently limited to contributing up to 6 percent
     of their pretax annual compensation.  Following the end of the Plan year,
     the Company will contribute 1 percent of eligible Plan compensation to the
     account of every eligible participant.  A participant will receive this
     nonelective employer contribution regardless of whether the participant
     has elected to defer any of his/her own compensation to the Plan.  To
     qualify for the nonelective employer contribution, a participant must
     (1) have worked at least 1,000 hours during the year for which the
     contribution is being made, (2) have completed one year of service
     (12 consecutive months during which at least 1,000 hours are worked) and
     (3) be employed by the Company on the last business day of the year.  The
     nonelective employer contribution will also be made to the account of a
     participant who dies, becomes disabled or qualifies for normal or early
     retirement during the year.
                                       5

<PAGE>

                        ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                     ____

     In addition to the 1 percent nonelective employer contribution, employees
     of ALLTEL Information Services, Inc. and its subsidiaries may receive a
     matching employer contribution.  The amount of the match is determined
     each year by the Company.  In 1996, the Company provided a basic employer
     matching contribution equal to 25 percent of the first 6 percent of
     eligible compensation that a participant contributed to the Plan, plus an
     additional matching contribution of 6 percent on salary deferrals greater
     than 3 percent but less than 6 percent of eligible plan compensation.  All
     employer contributions are funded annually following the Plan's year-end.

     The Plan as amended and restated allows for any eligible employee who was
     a participant in a plan qualified under Section 401 of the Internal
     Revenue Code ("IRC") and who receives a cash distribution from such plan
     to make a rollover contribution to the Plan if he/she is entitled under
     Section 402 (c)(1) or Section 408 (d)(3)(A) of the IRC to rollover such
     distribution to another qualified retirement plan.

     Participant Accounts

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

     Vesting and Benefits

     Participants are fully vested in their employee contributions, nonelective
     and matching employer contributions and the accumulated earnings thereon.
     Participants may elect upon termination of employment to defer payment of
     their account balance if it exceeds $3,500.  The Plan's obligation for the
     undistributed net assets of former employees approximated $26,381,000 and
     $10,290,000 as of December 31, 1996 and 1995, respectively.  As of
     December 31, 1996 and 1995, the Plan had 8,688 and 6,933 participants with
     account balances, respectively.  As of December 31, 1996, the number of
     eligible employees entitled to receive the nonelective employer
     contribution to be funded in 1997 was 11,613.

     Benefit Payments

     Participants or their beneficiaries, as applicable, are entitled to
     receive the vested balance of their Plan account when they retire at
     age 65 or later, if they become permanently disabled, upon death or upon
     separation from service with the Company.  The Plan permits early
     retirements between ages 55 and 65 provided that required service levels
     have been met.  If a participant's account balance exceeds $3,500,
     participants may elect to receive the distributions in a lump-sum payment,
     in installment payments or a combination of both.  If a participant's
     account balance is equal to or less than $3,500, the account will be
     distributed in a lump-sum payment.  Additionally, participants may
     withdraw funds, with the approval of the Administrative Committee, from
     their Plan account for "hardship" reasons as defined by the IRS.
                                       6

<PAGE>

                        ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                     ____

     Plan Termination

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Financial Statement Presentation

     The accompanying financial statements have been prepared on the accrual
     basis of accounting.  The financial statements and supplementary
     Schedules I, II and III have been prepared to satisfy the reporting and
     disclosure requirements of ERISA.  Certain prior year amounts have been
     reclassified to conform with the current year financial presentation.
     The preparation of financial statements in conformity with generally
     accepted accounting principles requires the Administrative Committee to
     make estimates and assumptions that affect the amount of assets,
     liabilities, contributions and distributions.  The estimates and
     assumptions used in the accompanying financial statements are based upon
     the Administrative Committee's evaluation of the relevant facts and
     circumstances as of the date of the financial statements.  Actual results
     may differ from the estimates and assumptions used in preparing the
     financial statements.

     Investments

     During 1996, participants directed their contributions among the following
     investment options, and were allowed to change their investment elections
     subject to certain restrictions imposed by the funds and the Plan.
     Effective September 1, 1996, certain of the Plan's investment options were
     changed to include several new investment funds managed by BZW Barclays
     Global Investors, N.A. ("Barclays") and to exclude certain investment
     funds managed by Federated Securities Corporation ("Federated").  A brief
     description of each investment option available to plan participants
     during 1996 is provided below:

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

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

          Fidelity Magellan Fund -  This fund seeks long-term capital
          appreciation through investment in common stocks and convertible
          securities of domestic, foreign and multinational companies.
                                       7

<PAGE>

                        ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
                                     ____


     A brief description of the nine investment funds managed by Barclays that
     were added to the Plan in 1996 is as follows:

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

          S&P 500 Equity Index Fund -  This fund seeks long-term capital
          appreciation through investment in substantially the same common
          stocks and in substantially the same percentages as those that
          comprise the S&P 500 Index.

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

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

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

     Effective September 1, 1996, the investment funds managed by Federated
     were closed and participants were required to reinvest their account
     balances in one or more of the other investment options provided by the
     Plan.  If no election was made by a participant, his/her account balance
     was transferred as follows:

<TABLE>
<CAPTION>
      <S>                                             <C>
      Federated Investment Fund                       Default Account if No Election was Made
      Federated Max-Cap Fund                          Barclays S&P 500 Equity Index Fund
      Federated Automated Government Money Trust      Barclays Money Market Fund
      Federated Government Securities Fund            Barclays U.S. Debt Index Fund
      Federated Stock and Bond Fund                   Barclays LifePath 2020 Fund
</TABLE>
                                       8

<PAGE>
                        ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                     ____

     A brief description of the closed Federated funds is as follows:

          Federated Automated Government Money Trust -  Contributions to this
          money market fund were principally invested in short-term United
          States Treasury obligations.

          Federated Max-Cap Fund -  Contributions to this fund were invested in
          institutional shares of the Federated Index Trust, an open-ended,
          management investment company.  This fund attempted to duplicate the
          composition and total return of the publicly traded common stocks
          comprising the S&P 500 Index.

          Federated Stock and Bond Fund -  Contributions to this fund were
          invested in Class A shares of an open-end, diversified management
          investment company.  This fund invested primarily in stocks and
          bonds of larger, well-established companies and direct obligations
          of the United States Treasury and other governmental agencies.

          Federated Government Securities Fund -  Contributions to this fund
          were invested primarily in United States Treasury obligations with
          original maturities of two to five years.

     The Plan also holds investments in two other funds, the Government
     Investment Contract Fund and a Money Market Fund managed by Boatmen's
     Investment Services, Inc. ("Boatmen's").  The Plan does not permit any
     additional contributions or investments to be made to these funds.
     Participants may elect to transfer amounts invested in the Government
     Investment Contract Fund to one of the other investment options, subject
     to certain restrictions imposed by the funds and the Plan.  A brief
     description of each of these other funds is as follows:

          Government Investment Contract Fund -  The assets of this fund
          consist of cash and investments made in the Bankers Trust Pyramid
          Open-End Government Investment Contract Fund, a commingled common
          trust fund.

          Boatmen's Money Market Fund -  The assets of this fund are invested
          in money market instruments, and may be withdrawn only at the time a
          participant withdraws from the Plan.

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

     Investments are stated at their fair value as determined by the Trustee.
     Securities traded on a national exchange are valued at their quoted market
     price on the last business day of the year.  Investment contracts are
     reported at contract value.  The net appreciation (depreciation) in fair
     value of investments in the accompanying statement of changes in net
     assets available for benefits with fund information reflects the net
     difference between the market value and the cost of investments bought
     during the year and the net difference between the market value and the
     beginning of the year market value of assets held, sold or distributed.
                                       9

<PAGE>

                        ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                     ____

     Plan Expenses

     As outlined in the Plan document, expenses related to the Plan's operation
     are paid from Plan assets unless ALLTEL elects to pay these expenses.
     ALLTEL paid all administrative expenses related to the Plan in 1996.

3.   PARTICIPANT LOANS

     Participants of the Plan can borrow from the Plan amounts not to exceed
     50 percent of the participant's vested balance, up to a maximum loan
     amount of $50,000.  Such loans are allowed only for specific purposes and
     must be repaid through payroll deductions within five years, unless used
     to purchase a principal residence.  Principal and interest is paid ratably
     through payroll deductions over the term of the loan.  If a participant's
     employment terminates with an outstanding loan, the entire loan must be
     repaid in full within the time prescribed by the IRS.  If the loan is not
     repaid on time, the unpaid portion will be considered taxable income to
     the individual.  Loans bear interest at rates determined by the
     Administrative Committee upon execution of the loan.  Loan transactions
     are recorded as a transfer to (from) the investment fund from (to) the
     Participant Loan fund.

4.   EMPLOYER CONTRIBUTIONS

     Contributions in the amount of $9,219,958 due to the Plan from the
     Company had not been funded or allocated among the Plan's funds as of
     December 31, 1996.  The employer's contribution receivable was funded by
     the Company and allocated among the Plan's investment funds, according
     to participant elections, during April 1997.

5.   TRANSFER OF ASSETS FROM OTHER PLANS, NET

     At December 31, 1996, the Plan had a receivable in the amount of
     $2,821,547 due from the Citizens Employees' Retirement Savings Plan
     (the "Citizens Savings Plan").  This amount represents the vested
     account balances of former employees of Citizens Savings Bank who became
     employees of ALLTEL Information Services, Inc. and participants of the
     Plan, under terms of a resource management agreement dated May 17, 1996.
     The asset transfer from the Citizens Savings Plan was received and
     allocated among the Plan's investment funds during the first quarter of
     1997.

     Also during 1996, assets in the amount of $428,165 were transferred into
     the Plan from the Vertex Business Systems, Inc. 401(k) Employee Savings
     Plan (the "Vertex Plan").  The asset transfer resulted from the merger of
     the Vertex Plan with and into the Plan effective January 1, 1996.  ALLTEL
     Information Services, Inc. had acquired Vertex Business Systems, Inc. in
     May 1995.

     Finally, during 1996, ALLTEL completed the sale of certain telephone
     properties in California and Nevada to Citizens Utilities Company
     ("Citizens").  As a result of the sale, assets in the amount of
     $1,484,960 were transferred from the Plan to qualified plans administered
     by Citizens.  The assets transferred represented the vested account
     balances of the former ALLTEL employees who became employees of Citizens,
     and who elected to transfer their account balances out of the Plan.
                                      10

<PAGE>

                        ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                     ____

6.   PLAN AMENDMENTS

     During 1995, the following amendments to the Plan agreement were adopted:

     1.   Provided for the merger of the TDS Healthcare Systems Corporation
          Profit Sharing Plan with and into the Plan, effective December 31,
          1994.

     2.   Provided for the transfer of assets from the Plan to one or more
          qualified plans designated by Citizens.  The transfer of assets was
          authorized in conjunction with the sale of certain telephone
          properties by ALLTEL to Citizens.  As a result of the sale, certain
          employees of ALLTEL were transferred to Citizens and were no longer
          participants of the Plan.  Also, provided that a participant who
          voluntarily suspends his/her salary deferral contribution will not
          be considered an active participant.  A participant may resume
          contributions and regain active status upon the exercise of certain
          procedures, as prescribed by the Administrator.

     3.   Provided for the transfer of assets into the Plan from a qualified
          plan administered by Citizens ("Citizens Plan").  The transfer of
          assets was in conjunction with the sale of certain telephone
          properties by Citizens to ALLTEL.  As a result of the sale, certain
          employees of Citizens were transferred to ALLTEL and became
          participants of the Plan.  Effective with the transfer, the general
          provisions of the Plan govern with respect to the interests of the
          former employees of Citizens, to the extent not inconsistent with any
          provision of the Citizens Plan that may not be eliminated under
          Section 411(d)(6) of the IRC.  Also, provided for the transfer of
          assets from the Plan to one or  more qualified plans designated by
          FIserve, Inc. ("FIserve").  The transfer of assets was authorized in
          conjunction with the sale of ALLTEL's check processing operations to
          FIserve.  As a result of the sale, certain employees of ALLTEL were
          transferred to FIserve and were no longer participants of the Plan.
          Finally, provided for the merger of the Vertex Business Systems, Inc.
          401(k) Employee Savings Plan with and into the Plan, effective
          January 1, 1996.

     During 1996, the following amendments to the Plan agreement were adopted:

     4.   Provided for plan years beginning on or after January 1, 1996, a
          nonelective employer contribution equal to 1 percent of eligible
          plan compensation.  Upon completion of one year of service (12
          consecutive months during which at least 1,000 hours are worked), the
          nonelective employer contribution is conditioned upon the participant
          completing 1,000 hours of service during the plan year and being
          employed on the last day of the plan year.  Also, provided for an
          additional employer matching contribution for employees of ALLTEL
          Information Services, Inc. and its subsidiaries whose average annual
          salary deferrals are greater than 3 percent but less than 6 percent
          of eligible plan compensation.  Finally, provided for the elimination
          of attaining age 21 as an eligibility requirement to participate in
          the Plan.

     5.   Provided for the transfer of assets into the Plan from the Citizens
          Savings Plan.  The transfer of assets was attributable to employees
          acquired by ALLTEL Information Services, Inc. from Citizens Savings
          Bank in connection with a resource management agreement entered into
          on May 17, 1996.  Also, amends the definition of plan compensation to
          include for benefit purposes cost-of-living payments made to
          employees who are on an international assignment.
                                      11

<PAGE>

                        ALLTEL CORPORATION THRIFT PLAN

      NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued

                                     ____

7.   TAX STATUS

     The Plan has received a favorable determination letter from the IRS dated
     January 10, 1997, which states that the Plan, as restated January 1, 1994
     and as amended by Amendment Nos. 1 through 4, is "qualified" for the
     purposes of Section 401(a) of the IRC.  Amendment No. 5 has not yet been
     filed with the IRS.  The Administrative Committee and the Plan's legal
     counsel are of the opinion that the Plan, as amended, is designed and
     operating in accordance with applicable IRS requirements, and therefore,
     believes the Plan is qualified and is tax-exempt as of the financial
     statement date.  Employer contributions and income of the Plan are not
     taxable to the participants until withdrawals or distributions are made.

8.   RECONCILIATION TO FORM 5500

     As of December 31, 1996 and 1995, the Plan had pending distributions to
     participants who elected to withdraw from the Plan of $1,973,696 and
     $205,092, respectively.  These amounts are recorded as a liability in the
     Plan's Form 5500; however, these amounts are not recorded as a liability
     in the accompanying statements of net assets available for benefits in
     accordance with generally accepted accounting principles.

     The following table reconciles the financial statements to the Plan's
     Form 5500 as filed by the Company for the plan year ended
     December 31, 1996:

<TABLE>
<CAPTION>

                                  Benefits     Distributions   Net Assets Available for Benefits
                                  Payable     to Participants     1996            1995
     <S>                         <C>           <C>            <C>             <C>
     Per financial statements    $        -    $14,794,867    $221,385,086    $181,901,859

     Accrued benefits payable     1,973,696      1,973,696      (1,973,696)       (205,092)

     Reversal of prior year
      benefit payments accrual            -       (205,092)              -               -

     Per Form 5500               $1,973,696    $16,563,471    $219,411,390    $181,696,767
</TABLE>

9.   SUBSEQUENT EVENT

     On January 24, 1997, the Company sold the healthcare portion of its
     information services business to Integrated Healthcare Solutions, Inc.
     ("Integrated").  As a result of the sale, certain employees of the
     Company were transferred to Integrated and were no longer participants of
     the Plan.  As of December 31, 1996, the transferred employees had account
     balances in the Plan of approximately $21,645,000.  If the value of a
     transferred employee's account balance is $3,500 or greater, the
     transferred employee has the option to defer payment of his/her account
     balance, or the transferred employee may elect to withdraw his/her balance
     from the Plan, in accordance with federal regulations.  If the value of
     the transferred employee's account balance is less than $3,500, the Plan
     will distribute the balance to the transferred employee as soon as
     practical.
                                           12

<PAGE>

<TABLE>
<CAPTION>
                                                                                 Schedule I

                               ALLTEL CORPORATION THRIFT PLAN

                 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                                   as of December 31, 1996

Identity of Issuer, Borrower,                 Number of
   Lessor or Similar Party                   Units/Shares   Historical Cost      Fair Value
<S>                                           <C>              <C>                <C>  
Mutual Investment Funds Managed by
  BZW Barclays Global Investors, N.A.:
    International Equity Index Fund              371,886       $  4,485,747       $  4,663,433
    S&P 500 Equity Index Fund                  1,569,072         15,868,426         17,894,387
    U.S. Debt Index Fund                         765,442          8,728,494          9,082,427
    LifePath 2000 Fund                            50,430            519,684            529,669
    LifePath 2010 Fund                           174,603          1,763,178          1,875,624
    LifePath 2020 Fund                         1,377,308         13,807,680         15,048,315
    LifePath 2030 Fund                           132,554          1,351,128          1,466,091
    LifePath 2040 Fund                           150,998          1,548,799          1,683,243
                                                                 48,073,136         52,243,189
Mutual Investment Funds Managed by
  Fidelity Investments:
    Fidelity Equity-Income Fund                  868,292         30,929,050         37,188,946
    Fidelity Magellan Fund                       681,230         49,680,971         54,941,232
                                                                 80,610,021         92,130,178
      Total Mutual Investment Funds                             128,683,157        144,373,367

Money Market Investment Funds:
  BZW Barclays Global Investors, N.A.
    Money Market Fund                         28,642,304         28,642,304         28,642,304
  Boatmen's Investment Services, Inc.
    Money Market Fund                            415,207            415,207            415,207
* Nations Cash Reserves Capital Class
    Money Market Fund                          4,479,693          4,479,693          4,479,693
      Total Money Market Funds                                   33,537,204         33,537,204

Other Investments:
* ALLTEL Corporation Common Stock                770,314         14,895,704         24,168,602
  Bankers Trust Pyramid Co.
    Government Investment Contract                     -          2,975,083          2,975,083
* Loans to Participants with interest rates
    ranging from 6.00% to 10.91%                       -          4,116,272          4,116,272

      Total Investments                                        $184,207,240       $209,170,528

* Indicates a party in interest.

                The accompanying notes are an integral part of this schedule.
                                      13

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                                                                   Schedule II

                                                   ALLTEL CORPORATION THRIFT PLAN

                                     Line 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS

                                                      as of December 31, 1996

                                                                     Detailed description of loan including
                                                                     date of making, maturity, interest rate,
                     Original    Amount Received          Unpaid     the type and value of collateral, any
  Identity and         Amount   During Reporting Year     Balance    renegotiation of the loan and terms of        Amount Overdue
 Address of Obligor   of Loan   Principal    Interest   at Year-End  renegotiation and other material items     Principal  Interest
 <S>                  <C>       <C>             <C>        <C>       <C>                                        <C>            <C>
*Participant 1        $11,894   $1,867          $553       $10,579   Loan dated February 8, 1996, bearing       $10,579        $194
                                                                     interest at 7.50%, loan term of 60
                                                                     months and collateralized by value of
                                                                     participant's individual account
                                                                     balance.  Loan was defaulted on
                                                                     January 23, 1997, and will be deducted
                                                                     from future amounts distributed to the
                                                                     participant.  Loan default will be
                                                                     reported as taxable income to the
                                                                     participant.

*Participant 2         15,000    2,479           487         8,634   Loan dated April 13, 1994, bearing           8,634         202
                                                                     interest at 7.25%, loan term of 60
                                                                     months and collateralized by value of
                                                                     participant's individual account
                                                                     balance.  Loan was defaulted on
                                                                     March 7, 1997, and will be deducted
                                                                     from future amounts distributed to the
                                                                     participant.  Loan default will be
                                                                     reported as taxable income to the
                                                                     participant.

*Participant 3         10,000    4,199           172           418   Loan dated October 11, 1994, bearing           418           9
                                                                     interest at 8.75%, loan term of 24
                                                                     months and collateralized by value of
                                                                     participant's individual account
                                                                     balance.  Loan was repaid in full on
                                                                     January 10, 1997.

*Participant 4          1,400      200            55         1,003   Loan dated November 8, 1994, bearing         1,003          38
                                                                     interest at 8.75%, loan term of 60
                                                                     months and collateralized by value of
                                                                     participant's individual account
                                                                     balance.  Loan was defaulted on
                                                                     January 10, 1997, and will be deducted
                                                                     from future amounts distributed to the
                                                                     participant.  Loan default will be
                                                                     reported as taxable income to the
                                                                     participant.

    *  Indicates a party in interest.

                                   The accompanying notes are an integral part of this schedule.
</TABLE>
                                                                14

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                   Schedule II


                                                 ALLTEL CORPORATION THRIFT PLAN

                                        Line 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)

                                               for the year ended December 31, 1996


                                                         Number of   Purchase   Number    Selling                   Net Gain/
 Identity of Party Involved   Description of Asset       Purchases     Price   of Sales    Price         Cost        (Loss)   
<S>                           <C>                          <C>    <C>            <C>   <C>           <C>           <C>
*ALLTEL Corporation           ALLTEL Corporation
                               Common Stock                  63   $  4,950,839    74   $ 7,995,313   $ 7,667,773   $ 327,540

 Federated Securities Corp.   Federated Automated
                               Government Money Trust        69      7,207,065   100    42,103,075    42,103,075          --

 Federated Securities Corp.   Federated Max-Cap Fund        110      5,162,863    53    16,048,087    15,403,934     644,153

 Federated Securities Corp.   Federated Stock and
                               Bond Fund                     72      2,595,208    86    19,424,753    19,231,251     193,502

 Federated Securities Corp.   Federated U.S. Government
                               Securities Fund               70      2,838,543    90    11,328,439    11,643,510    (315,071)

 Fidelity Investments         Fidelity Equity-Income Fund   169     16,204,332    68     5,070,766     4,773,782     296,984

 Fidelity Investments         Fidelity Magellan Fund        115     18,228,663   121     9,193,275     9,945,489    (752,214)




    *  Indicates a party in interest.
    (a) Represents a transaction or a series of transactions in excess of 5% of the fair value of plan assets at the
        beginning of the year.

                                  The accompanying notes are an integral part of this schedule.
</TABLE>
                                                          15

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                   Schedule II

                                                 ALLTEL CORPORATION THRIFT PLAN

                                        Line 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a) - Continued

                                               for the year ended December 31, 1996


                                                       Number of    Purchase  Number of  Selling                  Net Gain/
 Identity of Party Involved   Description of Asset     Purchases     Price      Sales     Price        Cost         (Loss)   
<S>                           <C>                        <C>       <C>           <C>   <C>          <C>          <C>
*NationsBank of Texas, N.A.   Nations Cash Reserves
                              Capital Class Money
                                  Market Fund             100      $  9,402,140   27   $7,052,682   $7,052,682   $        --

 BZW Barclays Global
   Investors, N.A.            S&P 500 Equity Index Fund    41        16,655,441   32      855,567      787,016        68,551

 BZW Barclays Global
   Investors, N.A.            U.S. Debt Index Fund         25         9,454,159   43      743,972      725,665        18,307

 BZW Barclays Global
   Investors, N.A.            Money Market Fund            36        33,032,852   42    4,390,548    4,390,548            --

 BZW Barclays Global
   Investors, N.A.            LifePath 2020 Fund           23        15,282,007   48    1,548,573    1,474,327        74,246






    *  Indicates a party in interest.
    (a) Represents a transaction or a series of transactions in excess of 5% of the fair value of plan assets at the
        beginning of the year.

                                  The accompanying notes are an integral part of this schedule.
</TABLE>
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