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

                                   FORM 10-K/A

               AMENDMENT NO. 1 TO ANNUAL REPORT FILED PURSUANT TO
           SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission file number 1-4996
                                                -------

                               ALLTEL CORPORATION
--------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code         (501) 905-8000
                                                  ------------------------------
Securities registered pursuant to Section 12(b) of the Act:

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

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

                                      NONE
--------------------------------------------------------------------------------
(Title of Class)

       Indicate by check mark whether the  registrant (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the  Securities
Exchange  Act of 1934  during  the  preceding  12  months  (or for such
shorter  period that the registrant was required to file such reports),
and (2) has been  subject to such filing  requirements  for the past 90
days.

   YES  X    NO
       ---      ---

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)

       Aggregate market value of voting stock held by non-affiliates as of
February 29, 2000 -            $18,281,386,792
                    --------------------------

       Common shares outstanding, February 29, 2000 -        315,196,324
                                                      ------------------


                       DOCUMENTS INCORPORATED BY REFERENCE
Document                                                       Incorporated Into
--------                                                       -----------------
Proxy statement for the 2000 Annual Meeting
   of stockholders                                             Part III
The Exhibit Index is located on page 2 of this amendment.


<PAGE>








                                    SIGNATURE

          The undersigned  registrant hereby amends the following items,
 financial  statements,  exhibits  or other  portions of its 1999 Annual
 Report on Form 10-K as set forth in the pages attached hereto;

              (list all such items, financial statements, exhibits
                           or other portions amended)


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


          Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                               ALLTEL CORPORATION
                                 -----------------------------------------------
                                                   (Registrant)


                                              /s/ Jeffery R. Gardner
                                 -----------------------------------------------
                                                  Jeffery R. Gardner
                                 Senior Vice President - Chief Financial Officer
                                                   April 28, 2000


<PAGE>

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


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

           3.  Exhibits:

                 See "Exhibit Index" located on page 2 of this amendment.








                                        1

<PAGE>

                                  EXHIBIT INDEX

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

   (23)(a)    Consent of Arthur Andersen LLP (filed herewith).

   (99)(a)    Form 11-K information for the ALLTEL Corporation Thrift Plan as
              of December 31, 1999 and 1998 and for the year ended December 31,
              1999 (filed herewith).

   (99)(b)    Form 11-K information for the 360 Communications Company
              Retirement Savings Plan as of August 1, 1999 and December 31, 1998
              and for the period January 1, 1999 to August 1, 1999 (filed
              herewith).

                                        2